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The Merck SPD for Legacy Schering-Plough Retirees

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Effective January 1, 2011 Released: October 22, 2010

This Summary Plan Description (SPD) describes the medical and life insurance benefits provided under the Schering Corporation Employees’ Benefit Trust applicable to union and nonunion U.S-based* employees of Schering Corporation and its wholly owned subsidiaries who are or become former union or nonunion U.S.-based* employees of Schering Corporation and its wholly owned subsidiaries and who on the date their employment ends or ended satisfy the plan’s requirements for retiree medical and/or life insurance benefits.

The Schering Corporation Employees’ Benefit Trust also provides medical benefits to: Union and nonunion U.S.-based* employees of Schering Corporation and its wholly owned subsidiaries;

U.S.-based* employees of Schering Corporation and its wholly owned subsidiaries on assignment outside the U.S.; and

Non-U.S.-based* employees of Schering Corporation and its wholly owned subsidiaries on assignment outside their home country, including in the U.S.

LEGACY OBS RETIREES

In this SPD, references to Legacy Schering-Plough Retirees will include Legacy OBS Retirees, unless otherwise noted.

A Legacy OBS Retiree is an individual, who was an eligible employee of Organon BioSciences (OBS) or an OBS affiliate, employed on November 20, 2007 and subsequently retires (or retired) from the Company, and who when employment ends (or ended), is eligible for the retiree medical and/or life insurance benefits described in this SPD.

Benefits for the groups described in the bullets above are described in separate summary plan descriptions.

A list of the collective bargaining units whose members (and former members) are eligible to participate in the Schering Corporation Employees’ Benefit Trust as it applies to medical and life insurance benefits is included in the official plan documents and is available upon request.

* U.S.-based excludes Puerto Rico

2011 The Merck SPD for Legacy Schering-Plough Retirees Released October 22, 2010

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Table of Contents

General Information 6

About This Retiree Benefits Book .............................................................................................................6 For More Information ................................................................................................................................6 Merck Benefits Service Center .................................................................................................................7

Fidelity NetBenefits at http://netbenefits.com/ ..................................................................................................... 7 Fidelity Customer Service Associates by Phone at 800-66-MERCK (800-666-3725) ........................................ 7

Retiree Medical Plan 7

Retiree Medical Plan 8

Introduction ...............................................................................................................................................8 Who Is Eligible ..........................................................................................................................................8

Your Dependents................................................................................................................................................. 9 Documentation for Dependent Eligibility ........................................................................................................... 10

Cost of Coverage ....................................................................................................................................11 Paying for Coverage ...............................................................................................................................12

If You Enroll a Domestic Partner*...................................................................................................................... 12 Making Changes .....................................................................................................................................12

At Medicare Eligibility ........................................................................................................................................ 13 Special Enrollment Rights ................................................................................................................................. 13

When Coverage Ends.............................................................................................................................13 In the Event of Your Death......................................................................................................................14 How the Retiree Medical Plan Works .....................................................................................................15

Merck PPO Hybrid—Aetna Choice POS II option ............................................................................................. 18 Saving With Aetna Providers............................................................................................................................. 20

What the Retiree Medical Plan Covers ...................................................................................................21 What the Retiree Medical Plan Does Not Cover.....................................................................................30 Recovery Provisions ...............................................................................................................................36

Overpayment of Benefits ................................................................................................................................... 36 Subrogation and Right of Recovery Provision................................................................................................... 37

COBRA ...................................................................................................................................................39 Who May Elect COBRA Coverage.................................................................................................................... 40 Your Duties Under the Law ............................................................................................................................... 40 The Company's Duties Under the Law.............................................................................................................. 41 Electing COBRA Coverage ............................................................................................................................... 41 Types of Coverage You Will Receive and Changes to Coverage..................................................................... 42 Duration of COBRA Coverage........................................................................................................................... 43 Early Termination of COBRA Coverage............................................................................................................ 43


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Paying for COBRA Coverage ............................................................................................................................ 44 COBRA Administration/Notices ......................................................................................................................... 44

Continuation of Health Care Coverage for Domestic Partners ...............................................................45 Continuation of Medical Coverage Summary for Domestic Partners................................................................ 45

Your Rights Under HIPAA.......................................................................................................................46 Special Enrollment Period ................................................................................................................................. 46 HIPAA Certificate of Coverage.......................................................................................................................... 47 HIPAA-Like Provisions for Domestic Partners .................................................................................................. 47

Your Rights Under NMHPA ....................................................................................................................47 Your Rights Under WHCRA....................................................................................................................47 Coordination of Benefits..........................................................................................................................48

Coordinating Benefits in General....................................................................................................................... 49 Coordinating Benefits When Another Managed Care Plan Is Primary.............................................................. 49 Coordinating Benefits with No Fault Automobile Insurance .............................................................................. 49 Coordinating Benefits with Medicare................................................................................................................. 50

Retiree Medical Plan Claims and Appeals..............................................................................................50 Initial Retiree Medical Plan Claim...................................................................................................................... 51 If Your Retiree Medical Plan Claim Is Denied ................................................................................................... 51 Level One Appeal of a Retiree Medical Plan Claim .......................................................................................... 52 Level Two Appeal of a Retiree Medical Plan Claim .......................................................................................... 53 Contact Information for Retiree Medical Plan Written Appeals ......................................................................... 55

Qualified Medical Child Support Orders (QMCSOs)...............................................................................55

Managed Prescription Drug Program 56

About the Managed Prescription Drug Program ............................................................................................... 56 Managed Prescription Drug Program At A Glance............................................................................................ 57

How to Get Your Prescription Filled........................................................................................................58 Participating Pharmacies................................................................................................................................... 58 Non-Participating Pharmacies ........................................................................................................................... 58

Medco Prescription Drug Management Programs..................................................................................60 Prior Authorization Program .............................................................................................................................. 60 Managed Rx Program ....................................................................................................................................... 60 Personalized Medicine Program........................................................................................................................ 62

Covered Medications and Supplies ........................................................................................................63 Medications and Supplies That Are Not Covered ...................................................................................64 Coordination of Benefits..........................................................................................................................65 Claims and Appeals ................................................................................................................................65

Initial Claim ........................................................................................................................................................ 65 If Your Claim Is Denied...................................................................................................................................... 66 Appealing a Claim Other Than a Member-Submitted Paper Claim .................................................................. 66 Appealing a Member-Submitted Paper Claim ................................................................................................... 67


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Retiree Life Insurance Plan 70

Introduction .............................................................................................................................................70 Overview of Retiree Life Insurance.........................................................................................................70 Company-Paid Retiree Term Life Insurance...........................................................................................70

Who is Eligible ................................................................................................................................................... 70 Coverage Amounts............................................................................................................................................ 71

Retiree-Paid Optional Term Life Insurance.............................................................................................71 Retiree-Paid Accidental Death and Dismemberment Insurance.............................................................72 Changing Your Retiree-Paid Coverage ..................................................................................................72 Paying For Your Retiree-Paid Coverage ................................................................................................73 Naming a Beneficiary..............................................................................................................................73

Beneficiary for Retiree Life ................................................................................................................................ 73 When Coverage Ends.............................................................................................................................74 How Benefits Are Paid ............................................................................................................................74 Assigning Benefits ..................................................................................................................................75 How to File a Claim.................................................................................................................................75

Appealing a Claim ............................................................................................................................................. 76 Claims and Appeals for Eligibility to Participate in the Merck Life Insurance Plan ........................................... 77 If Your Claim Is Denied...................................................................................................................................... 77

Right to Amend, Modify or Terminate .....................................................................................................77 Retiree Life Insurance Plan Claims and Appeals....................................................................................78

How to File a Retiree Life Insurance Claim ....................................................................................................... 78 Appealing a Retiree Life Insurance Claim ......................................................................................................... 78 Benefit Contacts and Resources for Retiree Life Insurance Written Appeals................................................... 80

For More Information ..............................................................................................................................80

Other Important Information 81

Introduction .............................................................................................................................................81 Your Rights Under USERRA ..................................................................................................................81 Your Rights Under ERISA.......................................................................................................................81

Receive Information About Your Plan and Benefits .......................................................................................... 81 Continue Group Health Care ............................................................................................................................. 81 Prudent Actions by Plan Fiduciaries.................................................................................................................. 82 Enforcing Your Rights........................................................................................................................................ 82 Assistance with Your Questions ........................................................................................................................ 82 Claims and Appeals for Eligibility to Participate in the Retiree Medical Plan or the Retiree Life Insurance Plan................................................................................................................................................... 83

Plan Disclosure Information ....................................................................................................................83 Employer/Sponsor ............................................................................................................................................. 84 Plan Administrator/Claims Administrator........................................................................................................... 84 Agent for Service of Legal Process ................................................................................................................... 85


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Plan Funding and Administration Chart............................................................................................................. 86 Insurers and Claims Administrators................................................................................................................... 86 Trust................................................................................................................................................................... 86 No Right to Employment.................................................................................................................................... 87 Plan Amendment or Termination....................................................................................................................... 87 Plan Documents ................................................................................................................................................ 87 Plan Year ........................................................................................................................................................... 87 Recission ........................................................................................................................................................... 87

Glossary 88


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General Information SUMMARY OF BENEFIT PLANS

About This Retiree Benefits Book This SPD merely summarizes the medical and life insurance benefits and coverage levels provided under the Schering Corporation Employees' Benefit Trust applicable to former employees of the Company who satisfy the age and service requirements on the date their employment with the Company ends (or ended). Medical decisions regarding appropriate treatment (e.g., level and duration of care) are always left to the discretion of the patient and attending physician. This SPD reflects the medical and life insurance benefit provisions of the Schering Corporation Employees' Benefit Trust applicable to eligible Legacy Schering-Plough Retirees, in effect as of January 1, 2011.

This SPD replaces the medical and life insurance sections of Schering-Plough’s “Your Retiree Benefits Book“ effective as of January 1, 2010 and all summaries of material modifications applicable to it dated before January 1, 2011.

When used in this SPD, the Retiree Medical Plan means the medical benefits provided to eligible Legacy Schering-Plough Retirees, under the Schering Corporation Employees' Benefit Trust; the Retiree Life Insurance Plan means the life insurance benefits provided to eligible Legacy Schering-Plough Retirees, under the Schering Corporation Employees' Benefit Trust.

For More Information Contact the Company’s benefit partners, as listed on the following chart.

MERCK’S BENEFIT PARTNERS

For Questions About … Contact … At …

Any Benefits or Eligibility Retiree Medical and Life Insurance

Merck Benefits Service Center

800-66-MERCK (800-666-3725) TDD: 800-343-0860 http://netbenefits.fidelity.com

Retiree Medical Aetna 800-541-6711 http://www.aetna.com

Prescription Drug Program Medco Health Solutions, Inc. 800-RX-MERCK (800-796-3725) http://www.medco.com

Retiree Life Insurance Prudential 877-370-4PRU http://www.prudential.com/gi

Merck Benefits Service Center To help you with enrollment, general benefits information and questions, the Merck Benefits Service Center is available to you through Fidelity NetBenefits® or by phone. The Merck Benefits Service Center is administered by Fidelity Investments, the service provider for administration of Merck’s Health & Insurance benefits.

Fidelity NetBenefits at http://netbenefits.com/ Fidelity NetBenefits is your source for benefit transactions and information virtually 24 hours a day, 7 days a week. Directions for logging onto NetBenefits are provided on the Web site.

Fidelity Customer Service Associates by Phone at 800-66-MERCK (800-666-3725) Fidelity Customer Service Associates are available to help you with your benefit questions Monday through Friday (excluding New York Stock Exchange holidays), between 8:30 a.m. and 8:30 p.m., Eastern time. For overseas calls: Dial your country’s toll-free AT&T Direct® access number then enter 800-666-3725. In the U.S., call 800-331-1140 to obtain AT&T Direct access numbers.

You can establish your PIN directly through NetBenefits at http://netbenefits.fidelity.com or by calling the Merck Benefits Service Center at 800-66-MERCK (800-666-3725) and following the instructions.

ESTABLISHING A PIN

When accessing the Merck Benefits Service Center, online through NetBenefits or by phone through a Customer Service Associate, you will need a Personal Identification Number (PIN). Your PIN provides another level of security to ensure that only you can access your benefits information. For your protection, keep your PIN confidential.

Note: Your PIN cannot be your date of birth or your Social Security number. It also cannot contain multiple repetitive digits or be in ascending or descending order.


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Retiree Medical Plan SUMMARY PLAN DESCRIPTION

Introduction The Retiree Medical Plan gives you and your eligible dependents an important level of financial protection against the cost of medical treatment and prescription drug coverage you receive during your retirement.

Who Is Eligible You are eligible for retiree medical coverage if you meet all of the following requirements:

You retire as a full-time or part-time employee of the Company under the Retirement Plan;

You are at least age 55 when you retire; and

You have completed at least five years of vesting service under the Retirement Plan when you retire.

You are also eligible for retiree medical coverage if you meet all of the following criteria:

You are involuntarily terminated (other than for misconduct and other than in connection with PTP or ITP) and eligible for severance benefits due to a “Termination Due to Change in Control“ as defined in the Schering-Plough Severance Benefit Plan amended and restated November 3, 2009 on or after November 3, 2009 and before November 3, 2011; and

You sign the required general release of claims against the Company and its affiliates; and

You are at least age 50 by December 31, 2010 or your termination date, if later.

In addition, you are also eligible for retiree medical coverage if you meet all of the following criteria:

You were involuntarily terminated (other than for misconduct) between January 1, 2008 and December 31, 2009 in connection with the Productivity Transformation Program (PTP) or the Integration Transformation Program (ITP);

You signed the required general release of claims against the Company and its affiliates;

You were at least age 53 on your date of termination; and

You had completed at least eight years of vesting service under the Retirement Plan when your employment ended.

LEGACY OBS RETIREES

You may also be eligible for retiree medical coverage if you retired as a full-time employee of Akzo Nobel or Organon BioSciences U.S. Affiliates (OBS) and had medical coverage as of your last day of active employment, elected retiree medical when first eligible, and have continued to make any applicable premium payments. For more information, call 800-66-MERCK (800-666-3725).


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SPECIAL RULES ABOUT ELECTING RETIREE MEDICAL COVERAGE

You do not need to be enrolled in Company-sponsored medical coverage as an active employee in order to be eligible to elect retiree medical coverage at the time you become first eligible. You must, however, elect retiree medical coverage when first offered. You may not drop coverage for yourself and later enroll. You may drop coverage for your eligible dependents if they have coverage elsewhere, and you may add them back to your coverage at a later date as long as you do so within 31 days of their loss of other coverage. See the "Other Important Information" section of this Summary Plan Descriptionfor details.

Please note that if under the U.S. Severance Benefits Plan, you are offered active benefits continuation at the active employee contribution rate during your severance benefits period, you will first be offered

Your Dependents Eligible dependents are generally defined as follows.

Your spouse or domestic partner. Your spouse means the person recognized as your legal spouse under federal law. Your domestic partner is generally defined as a person with whom you have been in a spouse-like relationship for at least 12 consecutive months and with whom you share an ongoing, exclusive, emotionally committed relationship (and intend to do so indefinitely). Effective January 1, 2012, only your same-sex domestic partner (and your same-sex domestic partner's children) are eligible for coverage. Effective January 1, 2012, your opposite-sex domestic partner (and your opposite-sex domestic partner's children) will not be considered eligible dependents under the Retiree Medical Plan.

DOMESTIC PARTNERS

If you are a Legacy Schering-Plough Retiree with an Opposite-Sex Domestic Partner, you may be eligible to cover him/her through December 31, 2011. Refer to your 2011 enrollment materials or call the Merck Benefits Service Center at 800-66-MERCK for more details.

Your, or your Domestic Partner’s, children up to age 26. Children mean your:

Biological children;

Stepchildren, including your Spouse’s/Same-Sex Domestic Partner’s biological children, foster children, legally adopted children and children for whom your Spouse/Same-Sex Domestic Partner is legal guardian, in each case who are not also your biological children, foster children, legally adopted children and children for whom you are legal guardian;

Foster children;

Legally adopted children (eligibility begins on the date of placement for adoption or commencement of legal obligation to provide support in anticipation of adoption);

Children for whom you are legal guardian; and

Those for whom coverage is required by a Qualified Medical Child Support Order (QMCSO).


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The eligible dependents who are enrolled for coverage as your dependents under the Retiree Medical Plan are considered “Covered Dependents.”

If You Have a Child with a Disability

If your dependent child is physically or mentally disabled, coverage for the child may continue beyond age 26, provided the child’s disability begins before the date the child reaches the age at which coverage would otherwise end. You will need to provide proof of your child’s disability to the Claims Administrator at least 60 days before the date coverage is scheduled to end and annually thereafter. To continue coverage, the Claims Administrator also reserves the right to have a physician of its choice examine your child once a year. For more information on how to contact the Claims Administrator, see the “Administrative Information” chapter.

Qualified Medical Child Support Order

A Qualified Medical Child Support Order (QMCSO) may require you to provide coverage to your child. You may obtain a copy of Merck’s procedures governing QMCSO determinations, free of charge, by calling the Support Center at 866-MERCK-HD (866-637-2543). For U.S. employees calling from outside of the United States, dial +1-908-423-HELP (+1-908-423-4357).

Documentation for Dependent Eligibility By electing coverage for your dependents (either by affirmative election or through the default process), you are confirming that they meet the Retiree Medical Plan’s dependent eligibility requirements and agree to notify the Merck Benefits Service Center within 30 days of an event that causes any of these dependents to no longer meet the definition of an Eligible Dependent in the Plan.

The Company, in its sole discretion, maintains the right to audit any and all dependent information on file, and may require that you promptly provide sufficient documentation verifying your Covered Dependents’ continued eligibility.

If you do not promptly provide documentation sufficient to verify your Covered Dependents’ continued eligibility or if the Company determines that any of the information you provide (or provided) regarding your Covered Dependents is untrue, incomplete or misleading, or if you fail to promptly notify the Merck Benefits Service Center of an individual’s loss of eligibility, the Company may take such action as it deems appropriate under the circumstances. Those actions may include, but are not limited to, the retroactive termination of benefits for your ineligible dependent, requiring you to repay the Plan for any benefits/premiums paid with respect to your ineligible dependent. If you provide fraudulent information or make intentional misrepresentations regarding your Covered Dependents, the Company may retroactively terminate benefits for your ineligible dependents.


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Cost of Coverage As described in the “Who Is Eligible“ section, you (and your eligible dependents) are eligible for retiree medical coverage, provided you meet the minimum eligibility requirement for such coverage. Your share of the cost of coverage is determined by your age, your length of service at termination and the reason your employment was terminated, as follows:

Voluntary termination/retirement:

If you are age 55 or older with at least 10 years of service when your employment terminated, you and the Company share your cost of coverage; you pay the subsidized retiree medical rate.

If you are age 55 or older with at least five (but fewer than 10) years of service when your employment terminated, you pay the full cost of retiree medical coverage. This is called the “Access“ rate and is not subsidized by the Company.

Involuntary termination (other than for misconduct) between January 1, 2008 and December 31, 2009 as part of PTP or ITP:

If you are age 53 or older with at least eight years of service when your employment terminated, you pay the subsidized retiree medical rate.

If you are age 53 or older with at least three (but fewer than eight) years of service when your employment terminated, you pay the full cost of retiree medical coverage (the “Access“ rate).

Involuntary termination (other than for misconduct and other than in connection with PTP or ITP) on or after November 3, 2009 and prior to November 3, 2011:

If you are at least age 50 (but not at least age 55) by December 31, 2010 or your date of termination, if later, you will pay the active employee COBRA rate for your retiree medical coverage until you reach age 55.

At age 55 or if you are age 55 or older at termination, you pay the subsidized retiree medical rate.

In all cases, when you are eligible for Medicare, Medicare will be considered primary and your cost of coverage will be reduced to reflect your Medicare-eligible status. Your dependent’s cost of coverage will be based on your Medicare eligibility status, provided you are alive. If you pass away and your dependent(s) remains enrolled in coverage (see the "Other Important Information" section for details), their cost of coverage will depend on the adult dependent’s Medicare eligibility.

If you were eligible for retiree medical coverage due to an involuntary termination (other than for misconduct or in connection with PTP or ITP) on or after November 3, 2009 and before November 3, 2011, and you pass away and are under age 55, your surviving dependent’s cost of coverage will be based upon his/her age. For example, if you are age 53 and your spouse is age 50 and you pass away, your surviving spouse will pay the active employee COBRA premium rate until the date he or she turns age 55, at which time he or she will be eligible for the subsidized rate.

If your retirement information is not described above or to find out your cost of coverage, visit Fidelity NetBenefits at http://netbenefits.fidelity.com or contact the Merck Benefits Service Center at 800-66-Merck (800-666-3725).


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Paying for Coverage Legacy Schering-Plough Retirees contribute toward the cost of coverage. If you contribute, you pay your share of the premium on an after-tax basis through one of the following two methods:

Pension deductions – If you are receiving a pension benefit under a Company-sponsored pension plan, your benefit is reduced to cover the cost of coverage under the Retiree Medical Plan.

Direct billing – If you are not receiving a pension benefit (for instance, if you deferred the payment of your benefit), your pension benefit is not large enough to cover your retiree medical cost, or you elect otherwise, you will be billed for your share of the premium.

Retiree contributions generally change the first of each year or if you become entitled to Medicare. If your contribution rate changes, you will be notified before the change takes place.

If You Enroll a Domestic Partner* If you enroll a non-tax-qualified domestic partner or a domestic partner’s children for medical coverage, you pay for this coverage on an after-tax basis. Under federal law, the value of the Company’s contribution to cover these individuals is considered income (referred to as imputed income). Therefore, the value of this coverage (based on COBRA rates, less the 2% administrative charge) is taxable to you and must be reported on an IRS Form W-2. (State taxes may also apply.) Questions about the effect on your tax situation should be directed to your personal tax advisor. * Effective January 1, 2012, only your same-sex domestic partner (and your same-sex domestic partner's children) are eligible for coverage. Effective January 1, 2012, your opposite-sex domestic partner (and your opposite-sex domestic partner's children) will not be considered eligible dependents under the Retiree Medical Plan.

Making Changes Generally, your medical coverage is in effect until you discontinue it. However, in some instances, you can change your coverage level (the dependents you elect to cover) if you have a qualifying change in status. The following are examples of qualifying changes in status:

You have a change in legal marital status, including marriage, divorce, legal separation, annulment or death;

A dependent dies;

A dependent becomes ineligible for coverage.

You may also make changes during the year for events such as these:

You receive a judgment, decree or court order resulting from a divorce, legal separation, annulment or change in legal custody, including a Qualified Medical Child Support Order (QMCSO), that requires health coverage for any of your children;

You or a dependent becomes eligible for Medicare or Medicaid.

It is important to note that any change you make to your coverage must be consistent with – and due to – your change in status. To find out the types of coverage changes you can make due to certain qualifying


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status changes, visit Fidelity NetBenefits at http://netbenefits.fidelity.com or contact the Merck Benefits Service Center at 800-66-Merck (800-666-3725).

To change your coverage due to a qualifying status change, you must contact the Merck Benefits Service Center within 31 days of your change in status. Changes you make will be effective retroactive to the date of the event.

Note that your contributions may change as a result of your change in coverage. The change in cost will take place as soon as administratively possible after the change is reported.

At Medicare Eligibility On the first of the month in which you reach age 65 or if you are entitled to Social Security disability benefits or have end-stage renal disease, you become eligible for medical coverage under Medicare. At this point, Medicare becomes your primary medical coverage (as explained later in this section) and your retiree medical coverage under the Retiree Medical Plan becomes your secondary coverage. If you are paying for coverage, your premium may change as well.

Your covered dependent’s medical coverage also may change when he or she reaches age 65, becomes entitled to Social Security disability benefits or has end-stage renal disease, and becomes eligible for Medicare.

Special Enrollment Rights If you have a new dependent as a result of marriage, birth, adoption or placement for adoption, you may be able to enroll your dependent for retiree medical coverage under the Retiree Medical Plan.

To take advantage of these special enrollment rights, you must request enrollment within 31 days after you gain a new dependent due to one of the reasons listed earlier.

When Coverage Ends Your retiree medical coverage will end immediately for you and/or your dependents if any one of the following events occur:

You discontinue your contributions. (Your coverage ends on the last day of the period for which contributions have been made.)

A dependent no longer meets the eligibility requirements, and does not elect to continue coverage under the provisions of COBRA. (See the “Continuation Coverage Rights Under COBRA“ section of this Summary Plan Description.)

The Plan Sponsor amends the Retiree Medical Plan in such a way as to disqualify certain groups from eligibility, and you are in one of those groups.

The Plan Sponsor discontinues the Retiree Medical Plan. (The Plan Sponsor has the right to amend or terminate the Retiree Medical Plan at any time.)

In the Event of Your Death Depending on you’re the date you retire (or retired), if you die while you and your dependents are enrolled in the Retiree Medical Plan, your spouse/domestic partner and other eligible dependents may be able to continue coverage (including prescription drug coverage) by contributing to the cost of their coverage.

If your surviving dependent becomes covered under another group health plan (excluding Medicare) or does not make the required contribution, coverage ends. In addition, coverage will end if any one of the following events occur:

Your spouse remarries;

Your domestic partner enters into another domestic partnership;

Your dependent no longer meets the eligibility requirements for coverage.

For details about survivor coverage, including the cost of coverage, contact a Visit Fidelity NetBenefits at http://netbenefits.fidelity.com or contact the Merck Benefits Service Center at 800-66-Merck (800-666-3725).

SPECIAL RULES FOR SURVIVOR COVERAGE

For Legacy Schering-Plough Retirees Who Retired Before September 1, 2005

If you are a Legacy Schering-Plough Retiree (and not a Legacy OBS Retiree) who retired before September 1, 2005, your retiree medical coverage at the time you retired did not offer survivor coverage. However, you were given a one-time opportunity during 2005 to elect survivor coverage.

If you elected survivor coverage, in the event of your death, your eligible dependents will have the survivor coverage described in the section of this SPD entitled "In the Event of Your Death."

If you did not elect survivor coverage, in the event of your death, your eligible dependents will be able to continue medical coverage through COBRA, with the Company paying for coverage for up to one year. Following the end of the one-year period, eligible dependents will be able to continue their medical coverage, but only by paying the full cost of coverage (the Retiree Medical COBRA premium).

For Legacy OBS Retirees Who Retired Before January 1, 2009

If you are a Legacy OBS Retiree who retired before January 1, 2009,your retiree medical coverage at the time you retired did not offer survivor coverage. However, you were given a onetime opportunity during Open Enrollment for calendar year 2009 to elect survivor coverage.

If you elected survivor coverage, in the event of your death, your eligible dependents will have the survivor coverage described in the section of this SPD entitled "In the Event of Your Death."

If you did not elect survivor coverage, in the event of your death, your eligible dependents will be able to continue medical coverage through COBRA, with the Company paying for coverage for up to one year. Following the end of the one-year period, eligible dependents will be able to continue their medical coverage, but only by paying the full cost of coverage (the Retiree Medical COBRA premium).

For more information, contact the Merck Benefits Service Center at 800-66-MERCK (800-666-3725).


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How the Retiree Medical Plan Works The Retiree Medical Plan provides medical coverage that gives you the freedom to visit any licensed health care provider you choose through the Aetna PPO Choice Medical Plan option. With this coverage, you must pay an annual deductible before the Retiree Medical Plan will begin to pay benefits. Once you satisfy the deductible, the Retiree Medical Plan will pay a percentage of eligible expenses 80% or 70% of Reasonable and Customary (R&C) charges, depending on whether your provider participates in the Aetna Choice POS II (Open Access) network and whether or not you are eligible for Medicare.

If you are a Legacy Schering-Plough Retiree (excluding Legacy OBS Retirees) who retired prior to January 1, 1991, you are eligible to participate in the 90/10 option. With the 90/10 option, you must also pay an annual deductible, and then the Retiree Medical Plan will pay 90% of eligible expenses. You pay the remainder of the charges, up to an annual out-of-pocket limit, plus any amounts over the R&C charges. Legacy Schering-Plough Retirees who retired on or after January 1, 1991 and Legacy OBS Retirees are not eligible to participate in the 90/10 option.

RETIREE MEDICAL PLAN – SUMMARY OF BENEFITS

Aetna PPO Choice1 Plan Feature In-Network Out-of-Network2 90/10 Option3

Annual Deductible Individual / Family

$500 / $1,000 $750 / $1,500 $150 / $300

Out-of-Pocket (includes deductible) Individual / Family

$2,500 / $5,000 $4,000 / $8,000 $1,000 / $2,000

Plan Coinsurance 80% after deductible 70% of R&C after deductible

90% of R&C after deductible

Reasonable & Customary (R&C) Charges N/A You pay amounts above R&C

You pay amounts above R&C

Lifetime Maximum4 Unlimited Unlimited

Physician Office Visits 80% after deductible 70% of R&C after deductible


1 For participants who are Medicare eligible, only the in-network level of benefits applies. Retiree Medical Plan benefits are coordinated with Medicare. 2 When you see a provider who is not part of the network, the Retiree Medical Plan pays for covered care and services up to the Reasonable and Customary (R&C) charges, as defined on page 20. 3 You are eligible for this plan only if you are a Legacy Schering-Plough Retiree (and not a Legacy OBS Retiree) and you retired prior to January 1, 1991. If you choose to opt out of the 90/10 option, you will not have an opportunity to re-enroll in this plan. 4 Certain treatment limits may apply to certain services such as infertility-related services.


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Aetna PPO Choice1

Plan Feature In-Network Out-of-Network3

90/10 Option2

Wellness Benefits4

■ Physical Exams (Not including OB/GYN. one exam per calendar year for adults )

100% for exams and associated wellness tests ordered by primary care doctor

100% of R&C (no deductible)

■ Well Child Visits


(unlimited visits for children up to age 6; one exam per calendar year for children age 6

and over)

100% of R&C (no deductible) (7 exams first 12 months;

3 exams in 13th-24th month; 3 exams in 25th-36th month; one exam per 12 months

thereafter to age 18)

■ Immunizations 100% 100% of R&C (no deductible)


■ OB/GYN Exam (includes office visit, pap smear and related fees)

100% 70% of R&C (no deductible)


■ Routine Mammography 100%

If additional screenings are prescribed by your

physician as Medically Necessary, 80% after

Deductible


If additional screenings are prescribed by your

physician as Medically Necessary, 70% after

Deductible


If additional screenings are prescribed by your physician as Medically Necessary, 90% after

Deductible

■ Other Wellness 100% 70% of R&C (no deductible)


1 For participants who are Medicare eligible, only the in-network level of benefits applies. Retiree Medical Plan benefits are coordinated with Medicare. 2 You are eligible for this plan only if you are a Legacy Schering-Plough Retiree (and not a Legacy OBS Retiree) and you retired prior to January 1, 1991. If you choose to opt out of the 90/10 option, you will not have an opportunity to re-enroll in this plan. 3 When you see a provider who is not part of the network, the Retiree Medical Plan pays for covered care and services up to the Reasonable and Customary (R&C) charges, as defined on page 20. 4 All preventive services required to be covered by the Retiree Medical Plan pursuant to the Patient Protection and Affordable Health Care Act of 2010 will be covered by the Retiree Medical Plan. For additional information about these preventive services, contact Aetna.


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Aetna PPO Choice1 Plan Feature In-Network Out-of-Network2 90/10 Option3

Hospital Services (Inpatient and Outpatient)

80% after deductible 70% of R&C after deductible


Emergency Room Visits4 For emergency only



Emergency Room Visits4 For non-emergency


Not covered

Urgent Care Visits 80% after deductible 80% of R&C after deductible


Ambulance Services



Chiropractic Care Maximum 25 visits per year, (combined in-network and out-of-network, if applicable)

80% after deductible; maximum 20 visits per year

70% of R&C after deductible; maximum 20

visits per year

90% of R&C after deductible; up to 20 visits per year

80% after deductible


Infertility (Prescription maximums do not apply to Merck-Brand infertility drugs) maximum $25,000/lifetime;

prescriptions maximum $10,000/lifetime

90% of R&C after deductible; maximum $25,000/lifetime;

prescriptions maximum $10,000/lifetime

Maternity 80% after deductible 70% of R&C after deductible


Short-Term Rehabilitation5 Physical therapy, occupational therapy, speech therapy

80% after deductible; maximum 60 visits per year

70% of R&C after deductible; maximum 60

visits per year

90% of R&C after deductible; up to 60 visits per year

Mental Health/Substance abuse • Inpatient • Outpatient

80% after deductible 80% after deductible

70% of R&C after

deductible 70% of R&C after

deductible

90% of R&C after deductible 90% of R&C after deductible

1 For participants who are Medicare eligible, only the in-network level of benefits applies. Retiree Medical Plan benefits are coordinated with Medicare. 2 When you see a provider who is not part of the network, the Retiree Medical Plan pays for covered care and services up to the Reasonable and Customary (R&C) charges, as defined on page 20. 3 You are eligible for this plan only if you are a Legacy Schering-Plough Retiree (and not a Legacy OBS Retiree) and you retired prior to January 1, 1991. If you choose to opt out of the 90/10 option, you will not have an opportunity to re-enroll in this plan. 4 Aetna determines whether use of an emergency room meets the prudent layperson standard of emergency. If you or a covered dependent are admitted, you must call Aetna within 48 hours (even if you are discharged by then) to receive In-Network benefits, if applicable. 5 Short-term rehabilitation may include physical, occupational and speech therapy for a limited period based on medical necessity. Maintenance therapy is not covered. Contact Aetna for coverage details. Charges for physical, occupational and speech therapy in connection with developmental delays including delayed speech or speech impairments as a result of a learning disability are not covered. This exclusion does not apply to charges for speech therapy that is expected to restore speech to a person who has lost existing speech function as a result of disease or injury.


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Merck PPO Hybrid—Aetna Choice POS II option If you were enrolled in the Aetna Medicare Advantage HMO option on December 31, 2010, you were automatically enrolled in the Merck PPO Hybrid—Aetna Choice POS II option for 2011. No other retirees are eligible for this option.


PPO Hybrid—Aetna Choice POS II Plan Feature In-Network Out-of-Network

Annual Deductible Individual / Family

$0 / $0 $500 / $1,000

Copayment Office visit Urgent care Emergency room

PCP $10 / Specialist $15

$35 $50


$50 copay, then 100% of R&C

Out-of-Pocket (does not include deductible) Individual / Family

$100 / $200 $4,000 / $8,000

Plan Coinsurance 90% after deductible 70% of R&C after deductible

Reasonable & Customary (R&C) Charges

N/A You pay amounts above R&C

Lifetime Maximum3 Unlimited

Physician Office Visits 100% after copay 70% of R&C after deductible

Wellness Benefits4

■ Physical Exams (Not including OB/GYN; one exam every 12 months for adults)


70% of R&C (no deductible) for exams and associated wellness tests

■ Well Child Visits (unlimited visits for children up to age 6; one exam per calendar year for children age 6 and over)


70% of R&C (no deductible) for exams and associated wellness tests

■ Immunizations 100% 100% of R&C (no deductible)

■ OB/GYN Exam (includes office visit, pap smear and related fees)


1 For participants who are Medicare eligible, only the in-network level of benefits applies. Retiree Medical Plan benefits are coordinated with Medicare. 2 When you see a provider who is not part of the network, the Retiree Medical Plan pays for covered care and services up to the Reasonable and Customary (R&C) charges, as defined on page 20. 3 Certain treatment limits may apply to certain services such as infertility-related services. 4 All preventive services required to be covered by the Retiree Medical Plan pursuant to the Patient Protection and Affordable Health Care Act of 2010 will be covered by the Retiree Medical Plan with no cost-sharing requirement. For additional information about these preventive services, contact Aetna.


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19


PPO Hybrid—Aetna Choice POS II1 Plan Feature In-Network Out-of-Network2

■ Routine Mammography 100% If additional screenings are prescribed by your

physician as Medically Necessary, 90%

70% of R&C (no deductible) If additional screenings are prescribed by your physician as Medically Necessary, 70% after

Deductible

■ Other Wellness


Hospital Services (Inpatient and Outpatient)

90% 70% of R&C after deductible

Emergency Room Visits3 For emergency only

100% after $50 copay 100% of R&C after $50 copay

Emergency Room Visits3 For non-emergency

100% after $50 copay 70% of R&C after deductible

Chiropractic Care Maximum 25 visits per year, combined in-network and out-of-network

100% after specialist copay


90%

70% of R&C after deductible Infertility (Prescription maximums do not apply to Merck-Brand infertility drugs) Maximum $25,000/lifetime

Prescriptions maximum $10,000/lifetime

Maternity 100% after PCP copay (copay applies initial visit only)


Short-Term Rehabilitation4 Physical therapy, occupational therapy, speech therapy

Physician’s office: 100%, after $15 Copay; Outpatient department of a Hospital: 90% after

Deductible

70% of R&C Limit, after Deductible

Mental Health/Substance abuse • Inpatient • Outpatient

90%

100% (PCP copay applies)


1 For participants who are Medicare eligible, only the in-network level of benefits applies. Retiree Medical Plan benefits are coordinated with Medicare. 2 When you see a provider who is not part of the network, the Retiree Medical Plan pays for covered care and services up to the Reasonable and Customary (R&C) charges, as defined on page 20.

3 For non-emergency use of emergency room, emergency room visits will be covered 70% of R&C after deductible. 4 Short-term rehabilitation may include physical, occupational and speech therapy for a limited period based on medical necessity. Maintenance therapy is not covered. Contact or Aetna for coverage details. Charges for physical, occupational and speech therapy in connection with developmental delays including delayed speech or speech impairments as a result of a learning disability are not covered. This exclusion does not apply to charges for speech therapy that is expected to restore speech to a person who has lost existing speech function as a result of disease or injury.

Saving With Aetna Providers FOR MORE INFORMATION

Use these resources if you need more information about the Aetna PPO option.

Go to AetnaNavigator™ at www.aetna.com. Under “Select a Plan“, enter Aetna Choice POS II (Open Access).

Call Aetna at 800-541-6711.

Use a provider from Aetna’s Choice POS II network to save money on medical expenses. That’s because Aetna has negotiated with these providers to charge lower fees to participants – typically 10% to 30% below the normal fees charged in their areas. When you use a network provider, you save by both paying a lower coinsurance amount and by also having your portion apply to a lower fee.

You have three ways to locate an Aetna provider.

Go to AetnaNavigator™ at http://www.aetna.com.

Enter your User Name and Password.

Once in Navigator, click “Find Health Care in DocFind®“ on the left-hand side of the page.

Call Aetna at 800-541-6711, and speak with a representative.

Call Aetna at 800-541-6711, and request to have a hard copy directory mailed to you.

WHAT IS THE ANNUAL DEDUCTIBLE?

The annual deductible is the amount you pay before the Retiree Medical Plan will begin to pay benefits. If you cover one or more dependents, there is a family deductible limit on the total amount you pay toward deductibles for all covered family members.

WHAT IS THE ANNUAL OUT-OF-POCKET LIMIT?

This is the most you pay per person per year for covered medical services, excluding charges in excess of Reasonable and Customary (R&C) amounts. Once your deductible and coinsurance expenses reach this amount, the Retiree Medical Plan pays 100% of eligible expenses, up to R&C charges.

WHAT IS A REASONABLE AND CUSTOMARY (R&C) CHARGE?

The Retiree Medical Plan pays benefits according to what is considered R&C charges. R&C charges are the fees generally charged by a provider in your geographic area for a particular service or supply. R&C charges take into account the complexity and the range of services provided. If your out-of-network doctor’s fees exceed R&C charges, you are responsible for any excess amount. Note: Network providers have agreed to negotiated, discounted rates. Therefore, R&C amounts do not apply to in-network providers. For information about R&C charges in your area, call your medical option provider.

WHAT IS COINSURANCE?

Coinsurance is the percentage of the total cost you pay for covered medical services.


Final: 11/10/2010

20


Final: 11/10/2010

21

What the Retiree Medical Plan Covers The Retiree Medical Plan coverage provides benefits for a portion of the eligible expenses for the services and supplies listed here. In general, to be covered, the eligible services you receive must be essential care performed by a licensed physician, must be medically necessary, must meet the definition of Covered Health Services, and must begin and end while you are covered under the Retiree Medical Plan. For more specific details about what is covered and for additional details regarding conditions and criteria that may need to be satisfied before certain services will be covered, contact Aetna directly.

Acupuncture – For pain management and anesthesia, as long as services are provided by a licensed physician or certified licensed acupuncturist

Adult wellness (as shown in the Summary of Benefits)

Ambulatory surgical center services – Services given by an ambulatory surgical center, including but are not limited to, the following:

Adenoidectomy

Arthroscopy (knee repair)

Breast biopsy when performed as an individual procedure

Dilation and curettage

Excisions of skin lesions – removal of warts, moles, cysts and minor skin cancer

Inguinal hernia repair

Tonsillectomy

Vasectomy

Anesthetics

Ambulance service – Services for local use of an ambulance but only for an emergency and only to the nearest facility able to provide the care. Ambulance service between two hospitals is covered only if needed to provide treatment that is not available at the originating facility. Ambulance service from the hospital to your home is covered only if the transportation is needed to monitor the patient’s condition during travel.

Chemotherapy

Chiropractic care – Full manipulation

Durable medical equipment – Equipment that meets all of the following requirements:

It is for repeated use and is not a consumable or disposable item.

It is used primarily for a medical purpose.

It is appropriate for use in the home.

The Claims Administrator decides whether to cover the purchase or rental of durable medical equipment. Covered expenses for the rental of equipment will not exceed the total cost of purchasing the equipment.


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Examples of durable medical equipment include the following:

Appliances that replace a lost body organ or part or help an impaired one to work

Orthotic devices such as arm, leg, neck and back braces. (Replacement of the device will be considered once every two years, or whenever medically necessary, unless the replacement is the result of a surgical procedure or other pathological change.)

Hospital-type beds

Equipment needed to increase mobility, such as a wheelchair

Respirators or other equipment for the use of oxygen

Monitoring devices

Benefits are provided for a single unit (for example, one insulin pump) and for repair of that unit.

Emergency transportation – By a regularly scheduled airline or professional air ambulance service, to the nearest medical facility qualified to give the required treatment.

Eye care – Eye examinations if needed due to an accidental injury or illness only. In addition, if you are covered by the Merck PPO Hybrid Plan, Routine Eye Exams are covered once every 24 months.

Foot care – Care and treatment of the feet if needed due to severe systemic disease. Routine care such as removal of warts, corns or calluses, the cutting and trimming of toenails, and foot care for flat feet, fallen arches and chronic foot strain is an eligible expense only if needed due to severe systemic disease.

Foot orthotics – Will be covered, one set per year based on letter of medical necessity, subject to Medical Plan provisions.

Hair replacement – Wigs or toupees, hair transplants, hair weaving or any drug (if the drug is used in connection with baldness) when loss of hair results from treatment of a malignancy, or permanent loss of hair results from an accidental injury or illness. Limit one treatment every two years.

Hearing care – Hearing examinations if needed due to an accidental injury or illness only. In addition, if you are covered by the Merck PPO Hybrid Plan, Routine Hearing Exams are covered once every 24 months.

Home health care – Services given by a home health care agency, including the following:

Temporary or part-time nursing care provided or supervised by a registered graduate nurse (R.N.)

Temporary or part-time care by a home health aide

Physical, occupational or restorative speech therapy (up to age 3) by a qualified, licensed therapist

Nutrition services

Medical social work

Home health care, combined with private duty nursing care, is limited to 120 visits per year. A visit is defined as up to eight hours of care per day.


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Hospice care – Services incurred for a terminally ill person with six months or fewer to live. Certification of the terminal illness must be given to the Retiree Medical Plan administrator by the primary attending physician.

Hospice care services for the patient must be given in an inpatient hospice facility or in the patient’s home. Covered services given by a hospice include the following:

Room and board

Other services and supplies

Part-time nursing care provided or supervised by a registered graduate nurse (R.N.)

Home health care services (see definition on previous page). The limit on the number of visits shown under home health care does not apply to hospice patients.

Counseling for the patient and covered family members.

Bereavement counseling for covered family members participating in the Aetna PPO Choice or the PPO Hybrid Plan. Bereavement counseling services must be given within six months after the patient’s death. (Bereavement counseling is not covered under the 90/10 option).

Counseling must be given by a licensed counselor. Any counseling services provided in connection with a terminal illness will not be considered as mental health/substance abuse treatment.

Hospital services – Covered services given by a hospital, including the following.

Room and board. Eligible expenses for a private room are limited to the regular daily charge made by the hospital for a semi-private room. If the hospital does not have a semi-private room, the hospital’s lowest-priced private room rate will apply. The Retiree Medical Plan otherwise does not cover private rooms.

Other services and supplies. Expenses incurred for services and supplies furnished by the hospital for medical care, including but not limited to, emergency room, operating room, X-rays, laboratory tests and medicines.

Immunizations – Covered as preventive care, as follows:

Adults age 19 through 64

Tetanus-diphtheria (Td) booster – once every 10 years

MMR – for those born after 1956 who lack evidence of immunity to measles

Varicella – two doses four to eight weeks apart for those with no history of chickenpox

Hepatitis B – three doses for those at increased risk for hepatitis B infection

Influenza – for those at high risk to exposure

Pneumovax, Pnu-immune – for those at high risk to exposure

Meningococcal – for those at high risk to exposure

Adults age 65 or older

Tetanus-diphtheria (Td) booster – once every 10 years

Influenza – once every 12 months

Pneumovax, Pnu-immune – One time only

Varicella – two doses four to eight weeks apart for those with no history of chickenpox

Hepatitis B – three doses for those at increased risk for hepatitis B infection (if not done earlier)

Meningococcal – for those at high risk to exposure

Coverage also includes travel immunizations.

If you have reached the lifetime limit on your infertility benefits under a legacy Schering-Plough sponsored Medical Plan option as of December 31, 2010, you will not be eligible for future infertility benefits under any Merck-sponsored Medical Plan option as of January 1, 2011. You will be able to utilize the Managed Prescription Drug Program up to the lifetime maximum of $10,000 for non-Merck brand infertility drugs (if you have not already reached the $10,000 lifetime limit).

If you have not reached the lifetime limit on your infertility benefits limit under a legacy Schering-Plough sponsored Medical Plan option as of December 31, 2010, you will be eligible for future infertility benefits up to the lifetime maximum of $25,000 under a Merck Medical option as of January 1, 2011. Any infertility benefits that you have received before December 31, 2010 will count towards the infertility lifetime benefits maximums under the Medical Plan that goes into effect January 1, 2011. If you have not reached the lifetime limit for infertility benefits under your prescription drug coverage as of December 31, 2010, you will be eligible for future infertility benefits under the Managed Prescription Drug Program Any infertility benefits that you have received before December 31, 2010, will count towards the infertility lifetime benefits maximums under the Medical Plan and Prescription Drug Program, up to the lifetime maximum of $10,000 for non-Merck brand infertility drugs. Any infertility benefits that you have received before December 31, 2010 will count towards the infertility lifetime benefits maximums under the Prescription Drug Program that goes into effect January 1, 2011.

SPECIAL TRANSITION INFERTILITY RULES AS OF JANUARY 1, 2011

Effective January 1, 2011, infertility benefits will be limited to a $25,000 medical lifetime maximum; $10,000 prescription lifetime maximum (excludes Merck-brand infertility drugs).

Infertility treatment – Diagnosis and treatment of infertility due to an underlying medical condition, including surgery and drug therapy. The Retiree Medical Plan covers medically necessary diagnosis and treatment of infertility, including, but not limited to the following:

Artificial insemination

Diagnosis, diagnostic tests

Embryo transfer

Gamete intrafallopian transfer (GIFT)


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Intracytoplasmic sperm injection

Medications

Surgery

Zygote intrafallopian transfer (ZIFT)

Infertility is defined as abnormal function so that a person is not able to impregnate another person, conceive after one year if the female partner is under age 35, conceive after six months if the female partner is age 35 or older or carry a pregnancy to live birth.

Medical benefits for infertility are limited to $25,000 per person per lifetime. Prescription drug benefits received through the Managed Prescription Drug Program for infertility are separate from the medical benefits limits and are limited to $10,000 per person per lifetime. The prescription drug benefit maximum excludes Merck-Brand infertility drugs obtained through your pharmacist, or Medco’s mail service program, which are covered at 100%.

Intensive Care Units/Cardiac Care Units (ICU/CCU) – The hospital’s daily charge for ICU/CCU.

Maternity stays – A minimum hospital stay of 48 hours following a normal birth (vaginal delivery) and 96 hours following a cesarean section for both mothers and newborns.

Additional covered services and supplies include the following:

Services and supplies given by a birth center including room and board, anesthetics and other services and supplies

Services of a licensed or certified nurse-midwife acting within the scope of that license or certification

Services and supplies given by a hospital during a newborn child’s initial hospital confinement including hospital services for nursery care, services of a surgeon for circumcision and physician services

Medical supplies – Blood or blood derivatives, but only if not donated or replaced by a blood bank, and surgical supplies, such as bandages and dressings. Supplies given during surgery or a diagnostic procedure are included in the overall cost for that surgery or diagnostic procedure.

Mental health – Charges incurred for the treatment of mental or nervous disorders whether on an inpatient or outpatient basis. Expenses for treatment of mental and nervous disorders are covered at the same percentage as other eligible expenses, and they count toward the out-of-pocket limits.

Covered expenses include, but are not limited to, the following:

Room and board and other services and supplies given by a treatment center

Assessment and diagnosis

Treatment planning

Medication management

Individual, family and group psychotherapy

Psychological testing and education


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Services of a licensed counselor for mental or nervous disorder treatment

Coverage is available for treatment provided by an institution that is state licensed as a treatment center under a program meeting standards equivalent to those set by the Joint Commission on the Accreditation of Healthcare Organizations.

Occupational therapy – Outpatient services of a licensed occupational therapist, provided the therapy meets the following requirements:

Ordered and monitored by a physician

Given in accordance with a written treatment plan approved by a physician

Benefits are limited to 60 visits per year, combined with physical and speech therapy. Additional benefits may be paid beyond the limits, provided the additional visits are considered medically necessary.

The therapist also must submit progress reports to the Retiree Medical Plan administrator at the intervals stated in the treatment plan. Exclusions may apply; see information about Speech Therapy, Occupational Therapy and Physical Therapy in the list of “What the Retiree Medical Plan Does Not Cover.”

Oral surgery and dental services – Oral surgery, if needed as a necessary, but incidental, part of a larger service in treatment of an underlying medical condition. The following dental services and supplies also are covered if needed because of an accidental injury to natural teeth, which happened to the patient while covered under the Retiree Medical Plan:

Oral surgery

Full or partial dentures

Fixed bridge work

Prompt repair to natural teeth

Crowns

In addition, treatment to improve the ability to chew or speak is covered.

Organ/tissue transplants – Services and supplies, including the following:

Organ acquisition and procurement

Hospital and physician fees

Transplant procedures

Transportation and lodging (if transplant is received at a Designated Resource Center)

Transportation of the patient and one companion who is traveling on the same days to and/or from the site of the transplant for the purposes of an evaluation, the transplant procedure or necessary post-discharge follow-up

Reasonable and necessary expenses for lodging for the patient (while not confined) and one companion


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Combined overall lifetime maximum of $10,000 per covered individual for all transportation and lodging expenses incurred by the transplant recipient and companions and reimbursed under the Retiree Medical Plan in connection with all transplant procedures

Orthognathic surgery – Correction of jaw abnormalities contributing to malocclusion, including any surgery or other service for the reduction of dislocation or management of temporomandibular joint dysfunction (TMJ) provided the service is performed in a hospital (inpatient or outpatient) or an ambulatory surgical facility. Note that the TMJ appliance is not covered under the Medical Plan.

Orthoptic training – Orthoptic training (eye muscle exercise) by a licensed optometrist or an orthoptic technician

Physical therapy – Outpatient services of a licensed physical therapist, provided the therapy meets the following requirements:

Ordered and monitored by a physician

Given in accordance with a written treatment plan approved by a physician

Benefits are limited to 60 visits per year, combined with occupational and speech therapy. Additional benefits may be paid beyond the limits, provided the additional visits are considered medically necessary.

The therapist also must submit progress reports to the Retiree Medical Plan administrator at the intervals stated in the treatment plan. Exclusions may apply; see information about Speech Therapy, Occupational Therapy and Physical Therapy in the list of “What the Retiree Medical Plan Does Not Cover.”

Physician services – Covered services include the following:

Medical care and treatment other than routine or preventive services

Hospital, office and home visits

Emergency room services

Pre-admission testing – Pre-admission X-rays and laboratory tests prior to a scheduled admission

Private duty nursing care – Outpatient private duty nursing given on an outpatient basis by a licensed nurse (R.N., L.P.N. or L.V.N.) who is not a member of your immediate family and ordinarily does not reside in your home. For private duty nursing care to be considered an eligible expense, the patient’s attending physician must certify that the care is medically necessary, is not custodial and is specialized care that cannot be provided by the staff if the patient is hospitalized. Private duty nursing care in the hospital is not covered. Private duty nursing, combined with home health care, is limited to 120 visits per year.

Psychologist services – Services of a licensed, certified psychologist

Radiation therapy – Only if administered by a licensed physician

Skilled nursing facility services – Eligible expenses include the nursing facility charges for room and board and other services and supplies furnished by the facility for necessary care (other than personal items and professional services) for up to 120 days per year. Those services and supplies will be considered eligible expenses under the following conditions


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Semi-private facility rate

Only for as long as the patient is under continuous care of his or her doctor

Only if the patient requires 24-hour nursing care

The Retiree Medical Plan does not provide benefits for custodial care.

Speech therapy – Services of a licensed speech therapist to restore speech lost or impaired due to one of the following

Surgery, radiation therapy or other treatment that affects the vocal cords

Cerebral thrombosis (cerebral vascular accident)

Brain damage due to accidental injury or organic brain lesion (aphasia)

Accidental injury that occurs while an individual is covered under the Retiree Medical Plan

For children whose speech is impaired due to one of the following conditions, services of a licensed speech therapist also are covered.

Fluency disorders such as, but not limited to, stuttering

Deficits from encephalitis, meningitis and trauma

Deficits presumed to be due to recurrent or persistent otitis media

Benefits are limited to 60 visits per year, combined with occupational and physical therapy. Additional benefits may be paid beyond the limits, provided the additional visits are considered medically necessary. Exclusions may apply; see information about Speech Therapy, Occupational Therapy and Physical Therapy in the list of “What the Retiree Medical Plan Does Not Cover.”

Substance Abuse – The Retiree Medical Plan will cover charges incurred for the treatment of substance abuse whether on an inpatient or outpatient basis. Expenses for substance abuse treatment are covered at the same percentage as other eligible expenses and they count toward the out-of-pocket limits.

Covered expenses include, but are not limited to, the following.

Room and board and other services and supplies given by a treatment center

Assessment and diagnosis

Treatment planning

Medication management

Individual, family and group psychotherapy

Psychological testing and education

Services of a licensed counselor for substance abuse treatment

Coverage is available for treatment provided by an institution that is state licensed as a treatment center under a program meeting standards equivalent to those set by the Joint Commission on the Accreditation of Healthcare Organizations.


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A treatment center that qualifies as a hospital, as defined under the Retiree Medical Plan, is covered as a hospital and not as a treatment center. You should contact the Retiree Medical Plan administrator to make sure the facility treating the condition is a covered facility.

Surgical services – Covered services include the following:

Surgery

Reconstructive surgery

Reconstructive surgery to improve the function of a body part when the malfunction is the direct result of one of the following

– Birth defect

– Illness or disease

– Surgery to treat an illness or accidental injury

– Accidental injury within one year of the injury

Reconstructive breast surgery following a medically necessary mastectomy

Reconstructive surgery to remove scar tissue on the neck, face or head if the scar tissue is due to an illness or accidental injury that occurs while the person is covered under the Retiree Medical Plan

Services provided by an assistant surgeon are covered when medically necessary, provided the assistant surgeon is a physician. Covered expenses for assistant surgeon services are generally limited to one-fifth of the amount of covered expenses for the surgeon’s charge for the surgery.

Services provided by a specialist physician or specialist surgeon are covered provided the specialist physician or specialist surgeon is Board Certified. The specialist physician or specialist surgeon must give the Retiree Medical Plan administrator a written report. Services provided by a surgical assistant are not covered.

Covered expenses for multiple surgical procedures (more than one surgical procedure performed during the same operative session) are generally limited to the following.

Covered expenses for a secondary procedure are limited to 50% of the covered expenses that otherwise would be considered for the secondary procedure had it been performed during a separate operative session.

Covered expenses for any subsequent procedure are limited to 25% of the covered expenses that otherwise would be considered for the subsequent procedure had it been performed during a separate operative session.

Tobacco cessation programs – Covered expenses such as physician counseling, most outcome-based, clinically-proven treatments and over-the-counter and prescription drugs are covered at 100% (with no deductible). (Note that over-the-counter drugs must be prescribed in order to be covered by the Plan.)

Voluntary sterilization – Including vasectomy or tubal ligation


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Well-child care – Well-child visits from birth to age 19; includes up to seven visits in the first year of life; two visits for 13 to 24 months of age; one visit every 12 months thereafter

X-ray and laboratory – Diagnostic services necessary for the medical care or treatment of an illness or injury

X-ray and radium treatments – Treatment with radioactive substances

What the Retiree Medical Plan Does Not Cover The Retiree Medical Plan does not provide benefits for services or supplies not included on the list of covered expenses on the previous pages. In addition, the Retiree Medical Plan does not cover expenses incurred for services, supplies, medical care or treatment relating to, arising out of or given in connection with the following.

Abdominoplasty

Breast reduction surgery

Care of, or treatment to, the teeth, gums or supporting structures, such as, but not limited to, periodontal treatment, endodontic services, extractions or implants

Charges made by a hospital for confinement in a special area of the hospital that provides non-acute care, by whatever name, including, but not limited to, the type of care given by the facilities listed below

Adult or child day care center

Ambulatory surgical center

Birth center

Halfway house

Hospice

Skilled nursing facility

Treatment center

Vocational rehabilitation center

Any other area of a hospital that renders service on an inpatient basis for other than acute care of ill, injured or pregnant persons

If the type of facility is otherwise covered under the Retiree Medical Plan, then benefits for that covered facility that is part of a hospital, as defined under the Retiree Medical Plan, are payable at the coverage level for that facility, not at the coverage level for a hospital.

Chelation therapy, except to treat heavy metal poisoning

Completion of claim forms or missed appointments


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Cosmetic or reconstructive surgery primarily to change appearance other than breast reconstruction immediately following a mastectomy. It does not matter whether it is for psychological or emotional reasons.

Counseling: Services and treatment for marriage, religious, family, career, social adjustment, pastoral, or financial counselor.

Court ordered services, including those required as a condition of parole or release.

Custodial care made up of services and supplies that meet one of the following conditions:

Care furnished mainly to train or assist in personal hygiene or other activities of daily living, rather than to provide medical treatment

Care that can be provided safely and adequately by persons who do not have the technical skills of a covered health care professional

Care that meets one of these conditions is custodial care regardless of any of the following:

Who recommends, provides or directs the care

Where the care is provided

Whether the patient or another caregiver can be or is being trained to care for himself or herself or the patient

Disposable outpatient supplies: Any outpatient disposable supply or device, including sheaths, bags, elastic garments, support hose, bandages, bedpans, syringes, blood or urine testing supplies, and other home test kits; and splints, neck braces, compresses, and other devices not intended for reuse by another patient.

Ecological or environmental medicine, diagnosis and/or treatment

Education, training and room and board while confined in an institution that is mainly a school or other institution for training, a place for rest, a place for the aged or a nursing home

Educational services:

Any services or supplies related to education, training or retraining services or testing, including: special education, remedial education, job training and job hardening programs;

Evaluation or treatment of learning disabilities, minimal brain dysfunction, developmental, learning and communication disorders, behavioral disorders, (including pervasive developmental disorders) training or cognitive rehabilitation, regardless of the underlying cause; and

Services, treatment, and educational testing and training related to behavioral (conduct) problems, learning disabilities and delays in developing skills.

Examinations or treatment:

Ordered by a court in connection with legal proceedings unless such examinations or treatment otherwise qualify as covered services


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Required by a third party, including examinations and treatments required to obtain or maintain employment, or which an employer is required to provide under a labor agreement;

Required by any law of a government, securing insurance or school admissions, or professional or other licenses;

Required to travel, attend a school, camp, or sporting event or participate in a sport or other recreational activity; and

Any special medical reports not directly related to treatment except when provided as part of a covered service.

Expenses and associated expenses incurred for services and supplies for experimental, investigational or unproven services, treatments, devices and pharmacological regimens:

The fact that an experimental, investigational or unproven service, treatment, device or pharmacological regimen is the only available treatment for a particular condition will not result in coverage if the procedure is considered to be experimental, investigational or unproven in the treatment of that particular condition. This exclusion does not apply when a transplant recipient is the covered person under the Retiree Medical Plan and is undergoing a covered transplant.

Expenses for services or treatment received in connection with an injury sustained during the commission of any crime

Expenses incurred by a dependent if the dependent is covered as an employee for the same services under the Retiree Medical Plan

Eyeglasses, contact lenses, eye refractions, hearing aids and cochlear implants, unless required following cataract surgery or due to an accidental injury that happens while covered under the Retiree Medical Plan

Gender reassignment surgery

Growth/Height: Any treatment, device, drug, service or supply (including surgical procedures, devices to stimulate growth and growth hormones), solely to increase or decrease height or alter the rate of growth.

Herbal medicine, holistic or homeopathic care, including drugs

Home and mobility: Any addition or alteration to a home, workplace or other environment, or vehicle and any related equipment or device, such as:

Purchase or rental of exercise equipment, air purifiers, central or unit air conditioners, water purifiers, waterbeds. and swimming pools;

Exercise and training devices, whirlpools, portable whirlpool pumps, sauna baths, or massage devices;

Equipment or supplies to aid sleeping or sitting, including non-hospital electric and air beds, water beds, pillows, sheets, blankets, warming or cooling devices, bed tables and reclining chairs;


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Equipment installed in your home, workplace or other environment, including stair-glides, elevators, wheelchair ramps, or equipment to alter air quality, humidity or temperature;

Other additions or alterations to your home, workplace or other environment, including room additions, changes in cabinets, countertops, doorways, lighting, wiring, furniture, communication aids, wireless alert systems, or home monitoring;

Services and supplies furnished mainly to provide a surrounding free from exposure that can worsen your illness or injury;

Removal from your home, worksite or other environment of carpeting, hypo-allergenic pillows, mattresses, paint, mold, asbestos, fiberglass, dust, pet dander, pests or other potential sources of allergies or illness; and

Transportation devices, including stair-climbing wheelchairs, personal transporters, bicycles, automobiles, vans or trucks, or alterations to any vehicle or transportation device

Home births: Any services and supplies related to births occurring in the home or in a place not licensed to perform deliveries.

Infertility: except as specifically described in the “What the Plan Covers“ Section, any services, treatments, procedures or supplies that are designed to enhance fertility or the likelihood of conception, including but not limited to:

Drugs related to the treatment of non-covered benefits;

Injectable infertility medications, including but not limited to menotropins, hCG, GnRH agonists, and IVIG;

Infertility services for couples in which 1 of the partners has had a previous sterilization procedure, with or without surgical reversal;

Procedures, services and supplies to reverse voluntary sterilization

Infertility services for females with FSH levels 19 or greater mIU/ml on day 3 of the menstrual cycle;

The purchase of donor sperm and any charges for the storage of sperm; the purchase of donor eggs and any charges associated with care of the donor required for donor egg retrievals or transfers or gestational carriers or surrogacy; donor egg retrieval or fees associated with donor egg programs, including but not limited to fees for laboratory tests;

Charges associated with cryopreservation or storage of cryopreserved eggs and embryos (e.g., office, hospital, ultrasounds, laboratory tests, etc.); any charges associated with a frozen embryo or egg transfer, including but not limited to thawing charges;

Home ovulation prediction kits or home pregnancy tests; and

Ovulation induction and intrauterine insemination services if you are not infertile.

Liposuction

Membership costs for health clubs, weight loss clinics and similar programs


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Nursing and home health aide services provided outside of the home (such as in conjunction with school, vacation, work or recreational activities).

Nutritional counseling, except for diabetic conditions

Occupational injury or illness (an injury or illness that is covered under a Workers’ Compensation act or similar law)

For persons for whom coverage under a Workers’ Compensation act or law is optional because they could elect it, or could have it elected for them, occupational injury or illness includes any injury or illness that would have been covered under the Workers’ Compensation act or law had that coverage been elected.

Occupational therapy as a result of a learning disability. This exclusion does not apply to charges for occupational therapy needed as a result of disease or injury.

Personal convenience or comfort items including, but not limited to, any service or supply primarily for your convenience and personal comfort or that of a third party, including: telephone, television, internet, barber or beauty service or other guest services; housekeeping, cooking, cleaning, shopping, monitoring, security or other home services; and travel, transportation, or living expenses, rest cures, recreational or diversional therapy.

Physical therapy as a result of a learning disability. This exclusion does not apply to charges for physical therapy needed as a result of disease or injury.

Portions of charges for services or supplies in excess of Reasonable and Customary (R&C) charges

Reversal of sterilization

Routine eye or hearing examinations

Sensitivity training, educational training therapy or treatment for an education requirement

Services for a surgical procedure to correct refraction errors of the eye, including any confinement, treatment, services or supplies given in connection with, or related to, the surgery

Services for, or related to, the removal of an organ or tissue from a person for transplantation into another person

This exclusion does not apply when the transplant recipient is a covered person under the Retiree Medical Plan and is undergoing a covered transplant.

Services given by a pastoral counselor

Services given by volunteers or persons who normally do not charge for their services

Services of a resident physician or intern rendered in that capacity

Services or supplies received as a result of war, declared or undeclared, or international armed conflict

Services or supplies received before an employee or his or her dependent becomes covered under the Retiree Medical Plan


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Services or supplies that are not medically necessary as determined by the Retiree Medical Plan, including any confinement or treatment given in connection with a service or supply that is not medically necessary

Services provided where there is no evidence of pathology, dysfunction, or disease; except as specifically provided in connection with covered routine care and cancer screenings.

Services and supplies that do not meet the definition of Covered Health Services

Services or supplies that the covered individual is not legally required to pay

Services, supplies, medical care or treatment given by one of the following members of the employee’s immediate family

Spouse or domestic partner

Child, brother, sister, parent or grandparent of either the employee or the employee’s spouse

Services, including those related to pregnancy, rendered before the effective date or after the termination of coverage, unless coverage is continued under the “Continuation of Coverage“ section of this Summary Plan Description.

Sexual dysfunction/enhancement: Any treatment, drug, service or supply to treat sexual dysfunction, enhance sexual performance or increase sexual desire, including:

Surgery, drugs, implants, devices or preparations to correct or enhance erectile function, enhance sensitivity, or alter the shape or appearance of a sex organ; and

Sex therapy, sex counseling, marriage counseling or other counseling or advisory services.

Special foods, food supplements, liquid diets or any related products (this exclusion does not apply to nutritional supplements that are certified as medically necessary for inherited metabolic diseases)

Speech therapy in Connection with Delayed Speech or Speech Impairments as a result of a learning disability. This exclusion does not apply to charges for speech therapy that is expected to restore speech to a person who has lost existing speech function as a result of disease or injury.

Spinal disorder, including care in connection with the detection and correction by manual or mechanical means of structural imbalance, distortion or dislocation in the human body or other physical treatment of any condition caused by or related to biomechanical or nerve conduction disorders of the spine including manipulation of the spine treatment, except as specifically provided in the “What the Plan Covers“ section.

Stand-by services required by a physician

Strength and performance: Services, devices and supplies to enhance strength, physical condition, endurance or physical performance, including:

Exercise equipment, memberships in health or fitness clubs, training, advice, or coaching;

Drugs or preparations to enhance strength, performance, or endurance; and


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Treatments, services and supplies to treat illnesses, injuries or disabilities related to the use of performance-enhancing drugs or preparations.

Telephone consultations

Transplant-The transplant coverage does not include charges for:

Outpatient drugs including bio-medicals and immunosuppressants not expressly related to an outpatient transplant occurrence;

Services and supplies furnished to a donor when recipient is not a covered person;

Home infusion therapy after the transplant occurrence;

Harvesting and/or storage of organs, without the expectation of immediate transplantation for an existing illness;

Harvesting and/or storage of bone marrow, tissue or stem cells without the expectation of transplantation within 12 months for an existing illness;

Cornea (corneal graft with amniotic membrane) or cartilage (autologous chondrocyte or autologous osteochondral mosaicplasty) transplants, unless otherwise precertified by Aetna.

Transportation costs, including ambulance services for routine transportation to receive outpatient or inpatient services except as described in the “What the Plan Covers“ section.

Treatment of temporomandibular joint (TMJ) dysfunction (non-surgical and/or appliance)

Unauthorized services, including any service obtained by or on behalf of a covered person without Precertification by Aetna when required. This exclusion does not apply in a Medical Emergency or in an Urgent Care situation.

Vitamins or vitamin supplements – this exclusion does not apply to prescription vitamins that are covered under the prescription drug coverage.

Weight reduction or control – this exclusion does not apply when weight reduction or control is the result of a diagnosis of morbid obesity.

For more details or for services not listed here, contact Aetna directly.

Recovery Provisions The Claims Administrator can exchange benefit information with other employers, administrators and insurers to determine responsibility for benefits between the Retiree Medical Plan and other coverage.

Overpayment of Benefits The Claims Administrator has the right to recover any overpayment or make adjustments to the payment of future claims to meet the coordination of benefit provisions or otherwise.


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Subrogation and Right of Recovery Provision

Definitions

As used throughout this provision, the term Responsible Party means any party actually, possibly, or potentially responsible for making any payment to a Covered Person due to a Covered Person’s injury, illness or condition. The term Responsible Party includes the liability insurer of such party or any Insurance

Coverage.

For purposes of this provision, the term Insurance Coverage refers to any coverage providing medical expense coverage or liability coverage including, but not limited to, uninsured motorist coverage, underinsured motorist coverage, personal umbrella coverage, medical payments coverage, workers compensation coverage, no-fault automobile Insurance Coverage, or any first party Insurance Coverage.

For purposes of this provision, a Covered Person includes anyone on whose behalf the plan pays or provides any benefit including, but not limited to, the minor child or dependent of any plan member or person entitled to receive any benefits from the plan.

Subrogation

Immediately upon paying or providing any benefit under the plan, the plan shall be subrogated to (stand in the place of) all rights of recovery a Covered Person has against any Responsible Party with respect to any payment made by the Responsible Party to a Covered Person due to a Covered Person’s injury, illness or condition to the full extent of benefits provided or to be provided by the plan.

Reimbursement

In addition, if a Covered Person receives any payment from any Responsible Party or Insurance Coverage as a result of an injury, illness or condition, the plan has the right to recover from, and be reimbursed by, the Covered Person for all amounts the plan has paid and will pay as a result of that injury, illness or condition, from such payment, up to and including the full amount the Covered Person receives from any Responsible Party.

Constructive Trust

By accepting benefits (whether the payment of such benefits is made to the Covered Person or made on behalf of the Covered Person to any provider) from the plan, the Covered Person agrees that if he/she receives any payment from any Responsible Party as a result of an injury, illness or condition, he/she will serve as a constructive trustee over the funds that constitute such payment. Failure to hold such funds in trust will be deemed a breach of the Covered Person’s fiduciary duty to the plan.

Lien Rights

Further, the plan will automatically have a lien to the extent of benefits paid by the plan for the treatment of the illness, injury or condition for which Responsible Party is liable. The lien shall be imposed upon any recovery whether by settlement, judgment, or otherwise, including from any Insurance Coverage, related


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to treatment for any illness, injury or condition for which the plan paid benefits. The lien may be enforced against any party who possesses funds or proceeds representing the amount of benefits paid by the plan including, but not limited to, the Covered Person, the Covered Person’s representative or agent; Responsible Party; Responsible Party’s insurer, representative, or agent; and/or any other source possessing funds representing the amount of benefits paid by the plan.

First-Priority Claim

By accepting benefits (whether the payment of such benefits is made to the Covered Person or made on behalf of the Covered Person to any provider) from the plan, the Covered Person acknowledges that the plan’s recovery rights are a first priority claim against all Responsible Parties and are to be paid to the plan before any other claim for the Covered Person’s damages. The plan shall be entitled to full reimbursement on a first-dollar basis from any Responsible Party’s payments, even if such payment to the plan will result in a recovery to the Covered Person which is insufficient to make the Covered Person whole or to compensate the Covered Person in part or in whole for the damages sustained. The plan is not required to participate in or pay court costs or attorney fees to any attorney hired by the Covered Person to pursue the Covered Person’s damage claim.

Applicability to All Settlements and Judgments

The terms of this entire subrogation and right of recovery provision shall apply and the plan is entitled to full recovery regardless of whether any liability for payment is admitted by any Responsible Party and regardless of whether the settlement or judgment received by the Covered Person identifies the medical benefits the plan provided or purports to allocate any portion of such settlement or judgment to payment of expenses other than medical expenses. The plan is entitled to recover from any and all settlements or judgments, even those designated as pain and suffering, non-economic damages, and/or general damages only.

Cooperation

The Covered Person shall fully cooperate with the plan’s efforts to recover its benefits paid. It is the duty of the Covered Person to notify the plan within 30 days of the date when any notice is given to any party, including an insurance company or attorney, of the Covered Person’s intention to pursue or investigate a claim to recover damages or obtain compensation due to injury, illness or condition sustained by the Covered Person. The Covered Person and his/her agents shall provide all information requested by the plan, the Claims Administrator or its representative including, but not limited to, completing and submitting any applications or other forms or statements as the plan may reasonably request. Failure to provide this information, failure to assist the plan in pursuit of its subrogation rights, or failure to reimburse the plan from any settlement or recovery obtained by the Covered Person, may result in the termination of health benefits for the Covered Person or the institution of court proceedings against the Covered Person.

The Covered Person shall do nothing to prejudice the plan’s subrogation or recovery interest or to prejudice. The Plan’s ability to enforce the terms of the plan provision. This includes, but is not limited to, refraining from making any settlement or recovery that attempts to reduce or exclude the full cost of all benefits provided by the plan.


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The Covered Person acknowledges that the plan has the right to conduct an investigation regarding the injury, illness or condition to identify any Responsible Party. The plan reserves the right to notify Responsible Party and his or her agents of its lien. Agents include, but are not limited to, insurance companies and attorneys.

Interpretation

In the event that any claim is made that any part of this subrogation and right of recovery provision is ambiguous or questions arise concerning the meaning or intent of any of its terms, the Claims Administrator for the plan shall have the sole authority and discretion to resolve all disputes regarding the interpretation of this provision.

Jurisdiction

By accepting benefits (whether the payment of such benefits is made to the Covered Person or made on behalf of the Covered Person to any provider) from the plan, the Covered Person agrees that any court proceeding with respect to this provision may be brought in any court of competent jurisdiction as the plan may elect. By accepting such benefits, the Covered Person hereby submits to each such jurisdiction, waiving whatever rights may correspond to him/her by reason of his/her present or future domicile.

COBRA A federal law, the Consolidated Omnibus Budget Reconciliation Act (COBRA) requires that the Medical Plan offer Legacy Schering-Plough Retirees and their Eligible Dependents the opportunity for a temporary extension of health coverage (called COBRA coverage) at group rates in certain instances where coverage under the Retiree Medical Plan would otherwise end (qualifying events). The following information is intended to inform you of your rights and obligations under COBRA.

Please note that although existing federal law does not extend COBRA coverage rights to your domestic partner and his/her Covered Dependent children, the Company offers continuation of medical coverage in certain cases. For continuation of coverage options available to Domestic Partners, see “Continuation of Health Care Coverage for Domestic Partners” for more information

You do not have to show that you are insurable to choose COBRA coverage. However, you will have to pay the entire premium for your COBRA coverage. There is a 30-day grace period for the payment of the regularly scheduled premium (other than the initial premium which must be paid by its due date). You should be aware that in some of the situations outlined in this SPD, the Company automatically extends coverage at no cost to you or your Covered Dependents for a period after coverage under the Retiree Medical Plan would otherwise end (e.g., coverage provided to surviving Covered Dependents under certain circumstances). This coverage is included in the period for which you or your Covered Dependents may be eligible for continuation coverage under COBRA.

Who May Elect COBRA Coverage If you are a Legacy Schering-Plough Retiree covered by the Retiree Medical Plan on the day before the qualifying event, you are a Qualified Beneficiary and have a right to choose COBRA coverage if you lose your Retiree Medical Plan coverage because of a proceeding in bankruptcy with respect to the Company and your loss of coverage (or substantial elimination of coverage) occurs within one year of the commencement of the bankruptcy proceeding. Special rules may apply if you are offered other medical coverage as an alternative to COBRA coverage. For more information, contact the Merck Benefits Service Center at 800-66-MERCK.

If you are the Spouse of a Legacy Schering-Plough Retiree and are covered by the Retiree Medical Plan as a Covered Dependent on the day before a qualifying event, you are a Qualified Beneficiary and have the right to choose COBRA coverage for yourself if you lose coverage under the Retiree Medical Plan for any of the following reasons (qualifying events):

The death of your Spouse;

Divorce or legal separation from your Spouse (in states where legal separation equals divorce); or

Your Spouse becoming enrolled in Medicare.

If you are an Eligible Dependent child of a Legacy Schering-Plough Retiree and were covered by the Plan on the day before the qualifying event, you also are a Qualified Beneficiary and have the right to COBRA coverage if your coverage under the Retiree Medical Plan is lost for any of the following four reasons (qualifying events):

The death of the Legacy Schering-Plough Retiree;

The divorce or legal separation (in states where legal separation equals divorce) of the employee;

The Legacy Schering-Plough Retiree becoming enrolled in Medicare; or

The dependent ceasing to be eligible for coverage under the Retiree Medical Plan.

Your Duties Under the Law You or Covered Dependent have the responsibility of informing the Merck Benefits Service Center (the COBRA Administrator) of a divorce, legal separation or a child losing dependent status under the Retiree Medical Plan. This notice must be provided within 60 days from the date of the divorce, legal separation or a child losing dependent status (or, if later, the date coverage would normally be lost because of the event). If you, or a Covered Dependent, fail to provide this notice to Merck during this 60-day notice period, any Covered Dependent who loses coverage will not be offered the option to elect COBRA coverage.

IN THE EVENT OF YOUR DEATH

If you die while you are a participant in the Retiree Medical Plan, your Covered Dependents may be eligible to continue to receive medical coverage from Merck. This coverage runs concurrent with COBRA coverage.


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To notify the Company of a Covered Dependent losing coverage due to divorce, legal separation or a child losing dependent status, contact Fidelity Investments online through NetBenefits or by calling the Merck Benefits Service Center at 800-66-MERCK.

For your Spouse and each child, the following information is required for COBRA:

Full name;

Mailing address;

Date of birth;

Relationship to you; and

Social Security number.

Once you or your Covered Dependent has notified the Merck Benefits Service Center of the event resulting in the loss of coverage, COBRA information and an election form for continuation coverage will be mailed within 14 days by the COBRA Administrator. After you receive the information and election form, you and your Covered Dependents then have 60 days from the date coverage ends or the date this information package is mailed to you (whichever is later) to accept or decline continuation coverage.

If you or your Covered Dependents fail to notify the Merck Benefits Service Center of a divorce, legal separation or a child losing dependent status and any claims are mistakenly paid for expenses incurred after the date coverage would normally be lost due to the event, then you and your Covered Dependents will be required to reimburse the Plan for any claims mistakenly paid.


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The Company's Duties Under the Law The Company will cause the COBRA Administrator to notify Qualified Beneficiaries of the right to elect continued coverage automatically (without any action required by you or a Covered Dependent) if any of the following events occur that result in a loss of coverage:

IF YOU MOVE

To ensure that you receive the most up-to-date benefits information — and have access to appropriate coverage options, you must notify the Merck Benefits Service Center any time you have a change in address. Contact the Merck Benefits Service Center at 800-66-MERCK to change your address.

Your death;

Filing by the Company of a proceeding in bankruptcy; or

If you lose benefits because of entitlement to Medicare.

Electing COBRA Coverage

Time Period for Elections

Under the law, a Qualified Beneficiary must elect COBRA coverage within 60 days from the date he/she would lose coverage because of one of the events described earlier, or, if later, 60 days after the COBRA Administrator provides the Qualified Beneficiary with notice of the right to elect COBRA coverage. A third


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party, such as a health care provider, also may elect and pay for coverage on behalf of a Qualified Beneficiary. If COBRA coverage is not elected within the time period described above, the Qualified Beneficiary will lose the right to elect COBRA coverage.

A Qualified Beneficiary may change or revoke an election to receive COBRA coverage until the election period expires. If a Qualified Beneficiary waives COBRA coverage prior to the end of the election period, the Qualified Beneficiary will be permitted to revoke the waiver and elect coverage at any time before the election period ends. In that case, COBRA coverage shall begin with the date the waiver is revoked, which will be considered the COBRA election date.

Separate Elections

Each Qualified Beneficiary has an independent election right to elect COBRA coverage. For example, if there is a choice among types of coverage under the Retiree Medical Plan, each Qualified Beneficiary who is eligible for COBRA coverage is entitled to make a separate election among the types of coverage. Thus, a Spouse or dependent child is entitled to elect COBRA coverage even if you do not make that election. Similarly, a Spouse or dependent child may elect different coverage from the coverage you elect.

Types of Coverage You Will Receive and Changes to Coverage If you choose COBRA coverage, the Company is required to give you coverage that is identical to the coverage provided under the Retiree Medical Plan to similarly situated non-COBRA beneficiaries or Covered Dependents. If the coverage for similarly situated non-COBRA beneficiaries or Covered Dependents is modified, your coverage will be modified in the same manner. “Similarly situated non-COBRA beneficiaries” means the individuals receiving coverage under the Retiree Medical Plan who are receiving coverage for a reason other than due to the rights under COBRA and who, based on all the facts and circumstances, are most similarly situated to the situation of the Qualified Beneficiary immediately before the qualifying event.

As a Qualified Beneficiary, you will have the same opportunity to change your benefit elections as similarly situated non-COBRA beneficiaries. This means that you will be eligible to participate in the Retiree Medical Plan’s annual open enrollment and you are subject to the Retiree Medical Plan’s rules regarding mid-year changes. You also have the same right as Legacy Schering-Plough Retirees to enroll Eligible Dependents under the HIPAA special enrollment rules (for example, in the case of a new dependent acquired through marriage, birth or adoption, or a dependent’s loss of other health coverage).

If the Company discontinues the Retiree Medical Plan or benefit option you elected as COBRA coverage, you may be entitled to receive different coverage from the Company. In addition, if you move out of a network service area for your coverage option, the Company must offer you coverage available to other Legacy Schering-Plough Retirees in the new geographic area (or coverage available to retirees of related companies, if there are no Legacy Schering-Plough Retirees in the area). If there is no other coverage available for that area, then the Company must offer you other existing coverage that may extend to that area.


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Duration of COBRA Coverage

Proceeding in Bankruptcy

The law requires that you be afforded the opportunity to purchase COBRA coverage for 36 months following a qualifying event that is a filing of a bankruptcy proceeding by the Company. For purposes of this rule, a qualifying event includes a substantial elimination of coverage within one year of the commencement of the bankruptcy filing.

Other Qualifying Events

A period of up to 36 months of coverage applies to Covered Dependents who are Qualified Beneficiaries who experience qualifying events other than due to the filing of a bankruptcy proceeding by the Company. This period applies to a loss of coverage due to:

Your death;

Divorce or legal separation of you and your Spouse (in states where legal is recognized);

If you lose benefits because of entitlement to Medicare (your Covered Dependents may elect COBRA coverage for up to 36 months from the date you became enrolled in Medicare); or

Your Eligible Dependent becoming no longer eligible for coverage under the Retiree Medical Plan.

Early Termination of COBRA Coverage The law provides that your COBRA coverage may be cut short prior to the expiration of the 36-month period for any of the following four reasons:

The Company (and its affiliates) no longer provides group health coverage to any of its employees or retirees.

The premium for COBRA coverage is not paid within 30 days of the due date; or the initial premium is not paid within 45 days after the initial election.

The Qualified Beneficiary becomes covered — after the date COBRA is elected — under another group health plan (whether or not as an employee) that does not contain any applicable exclusion or limitation with respect to any pre-existing condition of the individual or that does not apply to (or is satisfied by) such person by reason of the Health Insurance Portability and Accountability Act of 1996. (COBRA coverage ends only for the person covered by the other group medical plan.)

The Qualified Beneficiary becomes enrolled in Medicare after the date COBRA is elected. (COBRA coverage ends only for the person enrolled in Medicare.)

COBRA coverage is provided subject to your eligibility for such coverage. The Company reserves the right to terminate your coverage retroactively in the event it is determined that you are ineligible for COBRA.


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Paying for COBRA Coverage You do not have to show that you are insurable to choose COBRA coverage. However, under the law, you may be required to pay the full amount of the cost of covering an active employee (and his/her Covered Dependents, if applicable), plus a 2% administrative fee (for a total of 102% of the cost of coverage). The cost of group health coverage periodically changes. If you elect COBRA coverage, the COBRA Administrator will notify you of any changes in the cost.

COBRA coverage will not take effect until you elect COBRA and make the required payment. You have an initial grace period of 45 days from the date of your election, to make the first premium payment. Thereafter, payments for COBRA coverage are due by the first day of each month to which the payments apply (payments must be postmarked on or before the end of the 30-day grace period). If you pay part but not all of the premium, and the amount you paid is not significantly less than the full amount due, then the COBRA Administrator may inform you of the amount of the underpayment and allow you a reasonable period of time to pay the outstanding amount due (such as 30 days).

If you do not make payments on a timely basis as described above, COBRA coverage will terminate as of the last day of the month for which you made timely payment.

Your COBRA premiums may change in certain circumstances, for example, if the COBRA Administrator has been charging you less than the maximum permissible amount or if you add Eligible Dependents or drop Covered Dependents as permitted under the Retiree Medical Plans.

COBRA Administration/Notices If you have any questions about COBRA coverage or the application of the law, please contact the COBRA Administrator at the address listed below. Also, if your marital status has changed, or you, your Covered Dependents have changed addresses, or a Covered Dependent child ceases to eligible for coverage under the terms of the Retiree Medical Plan, you must notify the COBRA Administrator in writing immediately, as provided in this section, at the address listed below. Fidelity Investments is the COBRA Administrator. If you have questions about your COBRA rights, call the Merck Benefits Service Center at 800-66-MERCK.

All notices and other communications regarding COBRA and the Retiree Medical Plan should be directed to the following address:

Merck Benefits Service Center P.O. Box 770001 Cincinnati, OH 45277-0020


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Continuation of Health Care Coverage for Domestic Partners Although existing federal law does not extend rights to COBRA coverage to your Domestic Partner and his/her covered dependent children, the Company offers continuation of medical coverage in certain cases. Your Domestic Partner and his/her covered dependent children will be eligible to elect and pay for continuation of coverage if their benefits are lost under certain circumstances. And, just like COBRA benefits, this continuation of coverage:

Ιs available for a maximum of 36 months; and

Must be paid for on a monthly basis — with contributions based on the full cost of coverage, plus 2% for administrative costs.

Continuation of coverage benefits generally follow the same rules as COBRA. The Continuation of Medical Coverage Summary for Domestic Partners chart below summarizes the events that trigger continuation of coverage benefits for your Domestic Partner and/or his/her covered dependent children.

For purposes of these COBRA-like benefits, your Domestic Partner and his/her eligible dependent children who lose medical coverage as a result of certain events (listed in the Continuation of Medical Coverage Summary Domestic Partners) will be treated as if they were Qualified Beneficiaries.

To be eligible for continuation of coverage, you must notify the Merck Benefits Service Center at 800-66-MERCK within 60 days of certain events, as shown in the chart below and you must follow the enrollment instructions (and the enrollment timeframes) provided by the Merck Benefits Service Center. You and/or your Covered Dependents will not be eligible for continuation of coverage benefits if the Merck Benefits Service Center is not notified within the 60-day period or if you do not enroll for continuation coverage in accordance with the instructions and timeframe required by Fidelity Investments.

Continuation of Medical Coverage Summary for Domestic Partners You must notify Fidelity Investments within 60 days of these events for your Domestic Partner and/or his/her Covered Dependent children to be eligible for continuation of coverage benefits:

Event Domestic Partner Employee’s/Domestic Partner’s

Covered Dependent Children MAXIMUM CONTINUATION OF COVERAGE PERIOD

Legacy Schering-Plough Retiree dies 36 months 36 months

Domestic Partnership ends 36 months 36 months

Disabled Legacy Schering-Plough Retiree becomes entitled to Medicare (and dependents lose coverage)

36 months 36 months

Child is no longer an Eligible Dependent under Retiree Medical Plan

Not applicable 36 months


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Your Rights Under HIPAA The Health Insurance Portability and Accountability Act of 1996 (HIPAA) is a federal law that is designed to make it easier for you and your Covered Dependents to have continued group health coverage when changing jobs.

Special Enrollment Period Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you have special enrollment rights under certain circumstances. If you decline enrollment in the Retiree Medical Plan because you had alternative health coverage, you may be eligible to enroll in the Retiree Medical Plan without waiting until the next annual enrollment period for yourself and your Eligible Dependents if:

You initially declined coverage for yourself and your Eligible Dependents because you had alternative health coverage and that alternative health coverage has been terminated because:

The coverage was continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and that coverage has been exhausted. (The special enrollment option is not available if COBRA coverage terminates because of failure to pay employee contributions or for cause.)

You lost eligibility for coverage you had elsewhere (including as a result of legal separation, divorce, death, termination of employment, reduction in hours or for reasons other than failure to pay employee contributions or for cause) or employer contributions toward the cost of coverage terminated.

You have gained an Eligible Dependent (Spouse or child) through marriage, birth, adoption or placement for adoption.

However, you must request enrollment within 30 days after the occurrence of any of the events described above.

In addition, you may be able to enroll yourself and your Eligible Dependents in this Plan if your or your Eligible Dependents’, coverage under a Medicaid plan or a State Children’s Health Insurance Program (CHIP) plan terminates due to loss of eligibility for such coverage or if you or your Eligible Dependents become eligible for premium assistance under a Medicaid plan or a CHIP plan. However, you must request enrollment within 60 days after the date your or your Eligible Dependents’ Medicaid or CHIP coverage terminates or the date you or your Eligible Dependents are determined to be eligible for such assistance.

Please note that while existing federal law does not extend HIPAA rights to your Same-Sex Domestic Partner and their children who are Eligible Dependents, Merck does permit Same-Sex Domestic Partners and their children who are Eligible Dependents to enroll under the HIPAA special enrollment provision. See “Your Rights Under HIPAA” for more information.

To request special enrollment through HIPAA, you must contact the Merck Benefits Service Center at 800-66-MERCK within the required timeframes outlined above. Note that the rules regarding Life Event changes may be more generous than those under HIPAA. See “Making Changes to Your Flex Coverage.”


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HIPAA Certificate of Coverage Pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you and your Covered Dependents that lose group health coverage must receive certification of your coverage under the Retiree Medical Plan. You may need this certification in the event you later become covered by a new plan under a different employer, or under an individual policy.

You and your Covered Dependents will receive a coverage certification when your Retiree Medical Plan coverage terminates, again when COBRA coverage terminates (if you elected COBRA), and also upon your request (if the request is made within 24 months following either termination of coverage).

You should keep a copy of the coverage certifications you receive, as you may need to prove you had prior coverage when you join a new health plan. For example, if you obtain new employment and your new employer’s plan has a pre-existing condition limitation (which delays coverage for conditions treated before you were eligible for the new plan), the employer may be required to reduce the duration of the limitation by one day for each day you had prior coverage (subject to certain requirements). If you are purchasing individual coverage, you may need to present the coverage certification to your insurer at that time as well.

HIPAA-Like Provisions for Domestic Partners Although existing federal law does not extend HIPAA rights to your Domestic Partner and his/her Covered Dependent children, the Company does apply similar provisions to Domestic Partners and their Covered Dependents. Your Domestic Partner and their Covered Dependents may be eligible for:

The special enrollment period (described in “Special Enrollment Under HIPAA for Schering-Plough Retirees”); and

A coverage certification verifying coverage under the Retiree Medical Plan (described above).

Your Rights Under NMHPA The Newborns’ and Mothers’ Health Protection Act (NMHPA) provides that group health plans and health insurance issuers generally may not, under federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section. However, federal law generally does prohibit the mother’s or newborn’s attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than 48 hours (or 96 hours, as applicable). In any case, plans and issuers may not, under federal law, require that provider obtain authorization from the plan or the insurance issuer for prescribing a length of stay not in excess of 48 hours (or 96 hours).

Your Rights Under WHCRA The Women’s Health and Cancer Rights Act (WHCRA) requires that all group health plans that provide medical and surgical benefits with respect to a mastectomy to provide coverage for:

Reconstruction of the breast on which the mastectomy has been performed;

Surgery and reconstruction of the other breast to produce a symmetrical appearance; and

Prostheses and treatment of physical complications of all stages of mastectomy, including lymphedema.

These services must be provided in a manner determined in consultation with the attending physician and the patient. This coverage may be subject to Annual Deductibles, Copays and Coinsurance provisions applicable to other such medical and surgical benefits provided under the applicable medical option. Please refer to the applicable section of the “Retiree Medical—Summary of Benefits” chart for information regarding Deductibles, Copays and Coinsurance under the Retiree Medical Plan option in which you are enrolled. If you would like more information on the Women’s Health and Cancer Rights Act benefits, call the Merck Benefits Service Center at 800-66-MERCK.

Coordination of Benefits If you or your Eligible Dependents are covered by the Retiree Medical Plan and by certain other types of coverage, the Retiree Medical Plan will coordinate your benefits with other coverage. The Retiree Medical Plan coordinates benefits with these types of coverage:

MAXIMUM BENEFIT PAID WHEN COORDINATING COVERAGE

The Retiree Medical Plan never pays more than the amount which, when added to the amount paid by the primary coverage, equals the amount the Retiree Medical Plan would have paid had it been the primary plan.

Group insurance (e.g., group coverage sponsored by another employer, a college, an association, etc.) whether the coverage:

Pays benefits on an insured or uninsured basis, or

Provides benefits on a prepaid or managed care basis (e.g., PPO) or an indemnity basis;

Coverage for students that is sponsored by, or provided through, a school or other educational institution, except for accident-type coverage for grammar and high school students;

No fault auto insurance; and

Medicare.

If you have a medical expense that is covered by two or more plans:

One plan, the primary plan, will pay your claim first; and

The other plan(s), the secondary plan(s), may then pay some of the difference between what the primary plan paid and the total covered expenses.

Keep in mind that in most cases, you and your Covered Dependents will not receive 100% reimbursement for expenses when you have two or more coverages.


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If the primary plan covers a certain service or supply at the same level as the secondary plan, the secondary plan may not pay any additional benefits for that service or supply. As a result, it may not be to your advantage to be covered by two medical plans. For example, if your Spouse/Domestic Partner is covered under his/her employer’s plan and as a Covered Dependent under the Retiree Medical Plan, the Retiree Medical Plan is secondary. If your Spouse/Domestic Partner submits expenses to the Retiree


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Medical Plan, and the amount payable by the Retiree Medical Plan is less than or equal to what your Spouse’s/Domestic Partner’s plan would have paid, the Retiree Medical Plan will pay nothing.

Coordinating Benefits in General The Retiree Medical Plan coordinates benefits with other coverage in accordance with the rules of the National Association of Insurance Companies. Following are some examples of those rules:

The plan that covers you as an employee pays first, and the plan that covers you as a dependent or COBRA participant pays second.

If dependent children are covered by both parents, the “birthday rule” applies, unless the parents are divorced or separated. Under the “birthday rule,” the plan of the parent whose birthday falls earlier in the year pays first.

If children of separated or divorced parents are covered by the plans of both parents, the plan of the parent with custody pays first. The plan of the Spouse of the parent with custody pays second. The plan of the parent without custody pays next.

The plan that covers you as an active employee pays first, and the plan that covers you as a Retiree pays second.

Automobile insurance coverage will always pay first, including for states that allow the selection of private medical coverage over automatic medical coverage (e.g., New Jersey).

A court may establish financial responsibility for all medical care of a Covered Dependent. In that case, the plan of the parent assigned financial responsibility will pay benefits first without regard to these rules.

Coordinating Benefits When Another Managed Care Plan Is Primary If the primary plan paid on an In-Network basis or Out-of-Network basis, the Retiree Medical Plan will pay an amount which, when added to the amount paid by the primary plan, equals the amount the Retiree Medical Plan would have paid had it been primary under the selected Merck option (on an Out-of-Network basis).

Coordinating Benefits with No Fault Automobile Insurance Even if the Retiree Medical Plan is your primary or secondary plan, in states with no fault automobile insurance, the automobile insurance carrier is the primary insurance for injuries resulting from an automobile accident. In no fault states, all medical expenses related to an automobile accident must be submitted to the automobile insurance carrier first. The Retiree Medical Plan will pay covered expenses not payable under the no fault automobile insurance according to the coordination of benefit rules discussed above. Then, you can submit claims under another plan, such as your Spouse’s employer’s plan, for any expenses not paid by the Retiree Medical Plan. Depending on the coordination of benefit provisions of the other plan, you may or may not receive additional benefits. Note, however, that in states where personal injury coverage is available under an automobile insurance policy (e.g., New Jersey), the Retiree Medical Plan will assume that you and your Covered Dependents elected such personal injury


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coverage. As a result, the Retiree Medical Plan will not pay expenses payable under such coverage, whether or not such coverage was actually elected.

Coordinating Benefits with Medicare Generally, you become eligible for Medicare coverage once you reach age 65. In certain circumstances you can become Medicare eligible earlier than age 65, such as if you become disabled. After you retire or are not an active employee and if you are eligible for medical coverage under the Retiree Medical Plan as a Legacy Schering-Plough Retiree, then Medicare becomes the primary plan and all bills should be submitted to Medicare first.

The same holds true for your other Covered Dependents if they have no other group insurance coverage. If your Spouse and/or Covered Dependents are eligible for Medicare, after you retire or are not an active employee, Medicare becomes the primary plan for your Spouse and other Covered Dependents — even if you are not covered by Medicare. Different rules apply if your Spouse or other Covered Dependent has group insurance coverage.

If you or an Eligible Dependent become eligible for Medicare coverage under circumstances where Medicare is primary, the Retiree Medical Plan will assume full Medicare Parts A and B coverage has been elected as soon as you or your Covered Dependents are eligible for Medicare coverage. Should you or your dependent elect anything other than full Medicare Parts A and B coverage, the Retiree Medical Plan will reduce benefits to reflect whatever Medicare would have paid had you elected the full Medicare Parts A and B coverage.

For purposes of the Plan, it is assumed that your doctor accepts Medicare payments. When a doctor opts out of Medicare, the Plan continues to pay benefits as if the doctor accepts Medicare payments. If your doctor has opted out of Medicare, you will not receive reimbursement from the Plan for charges that would have been covered by Medicare.

You are eligible for Medicare if you:

Are age 65 or over;

Suffer from end-stage renal disease; or

Have been receiving Social Security Disability Insurance benefits for two or more years.

Retiree Medical Plan Claims and Appeals For claims and appeals under the Managed Prescription Drug Program

See the applicable section in the Managed Prescription Drug Program chapter.

For claims and appeals under one of the medical options under the Retiree Medical Plan

If you or your Covered Dependent or authorized representative feel that the Claims Administrator has made an error concerning your benefits, you, your Covered Dependent or authorized representative have the right to request reconsideration under the Retiree Medical Plan in accordance with the following procedure. Please note that all requests for reconsideration must be submitted in writing to the Claims Administrator. See “Contact Information for Written Appeals” for address information.


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Initial Retiree Medical Plan Claim The Claims Administrator is responsible for evaluating all benefit claims. The Claims Administrator will review your claim in accordance with its standard claims procedures, as required by ERISA. The Claims Administrator has the right to secure independent medical advice and to require other evidence as it deems necessary in order to decide the status of your claim.

There are four categories of claims: urgent care claims, pre-service claims, post-service claims and concurrent care claims. Each category has different claims procedures. For many of these procedures, your health care provider may work directly with the Claims Administrator.

“Urgent” health claims. These are claims that if not processed quickly (within 72 hours) the life or health of the patient is jeopardized. The Claims Administrator will notify you or your doctor of the Plan’s decision no later than 72 hours after your claim is received, unless you fail to provide sufficient information to determine whether, or to what extent, benefits are covered or payable under the Plan.

“Pre-service” health claims. These are claims that must be decided before a patient will be allowed access to health care (for example, pre-authorization requests or referrals). The Claims Administrator will notify you or your doctor of the decision no later than 15 days after your claim is received. This 15-day period may be extended by another 15 days in certain circumstances.

“Post-service” health claims. These are claims involving the payment or reimbursement of costs for care that has already been provided. For non-urgent, post-service health claims, the Claims Administrator has up to 30 days to evaluate and respond to claims for benefits. The 30-day period begins on the date the claim is first filed. This 30-day period may be extended by 15 days, in certain circumstances.

“Concurrent” health claims. These are claims for which the Claims Administrator has previously approved a course of treatment over a period of time or for a specific number of treatments, and the Plan later reduces or terminates coverage for those treatments. Concurrent care claims may fall under any of the above three categories, depending on when the appeal is made. However, the Plan must give you enough advance notice to appeal the claim before a concurrent care decision takes effect.

If Your Retiree Medical Plan Claim Is Denied If the Claims Administrator does not fully agree with your claim, you will receive an “adverse benefit determination,” which is a denial, reduction or termination of a benefit. An adverse benefit determination also means a claim denial on the grounds that the treatment is experimental, investigational, or not Medically Necessary. This includes concurrent care determinations. You will receive notice of a denial, which will include:

The specific reasons for the denial;

The specific Retiree Medical Plan provisions on which the denial is based;

A description of any additional information needed to reconsider the claim and the reason this information is needed;


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A description of the Retiree Medical Plan’s review procedures and the time limits applicable to such procedures;

A statement of your right to bring a civil action under ERISA following a denial on review;

Any internal rules, guidelines, protocols or similar criteria that were used as a basis for the denial, either the specific rule, guideline, protocols or other similar criteria, or a statement that a copy of such information will be made available free of charge upon request;

For a denial based on medical necessity, experimental treatment or other similar exclusions or limits, an explanation of the scientific or clinical judgment used in the decision, or a statement that an explanation will be provided free of charge upon request; and

For a denial involving urgent care, a description of the expedited review process for such claims.

Level One Appeal of a Retiree Medical Plan Claim If your claim for benefits is denied, in whole or in part, you or your authorized representative may appeal the denial within 180 days of the receipt of the written or electronic notice of denial. If you choose to appeal your claim, your appeal should be in writing and should explain why you believe the claim should be paid. See “Contact Information for Written Appeals.”

Upon your request, you will have access to, and the right to obtain copies of, all documents, records and information relevant to your claim free of charge. You may submit with your appeal any written comments, documents, records and any other information relating to your claim, even if you didn’t include that information with your original claim. See “Contact Information for Written Appeals.” Reviewers must take all the information into account, even if it was not submitted or considered in the initial decision. The review will not afford any deference to the initial claim determination.

A qualified individual who was not involved in the previous claim determination (and is not that person’s subordinate) will decide your appeal. If your appeal involves a medical judgment — including whether a treatment, drug or other item is experimental, investigational or not Medically Necessary or appropriate —the review will be done in consultation with a healthcare professional who has appropriate training and experience in the relevant field of medicine involved in the medical judgment, who was not consulted in connection with the previous adverse claim determination and who is not that person’s subordinate.

After receiving your appeal, the Claims Administrator will provide notice of its decision within the following timeframes:

“Urgent” health claims. These are claims that if not processed quickly (within 72 hours) the life or health of the patient is jeopardized. The Claims Administrator will notify you or your doctor of the Plan’s decision no later than 36 hours after your claim is received, unless you fail to provide sufficient information to determine whether, or to what extent, benefits are covered or payable under the Plan.

“Pre-service” health claims. These are claims that must be decided before a patient will be allowed access to health care (for example, pre-authorization requests or referrals). The Claims Administrator will notify you or your doctor of the decision no later than 15 days after your claim is received.


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“Post-service” health claims. These are claims involving the payment or reimbursement of costs for care that has already been provided. For non-urgent, post-service health claims, the Claims Administrator has up to 30 days to evaluate and respond to claims for benefits. The 30-day period begins on the date the claim is first filed.

You will receive written or electronic notification of the determination of your appeal. If the claim on appeal is denied in whole or in part, the notice will include:

The specific reason or reasons for the adverse determination;

References to the specific Retiree Medical Plan provisions on which the determination was based;

A statement that you are entitled to receive upon request and free of charge reasonable access to, and copies of, all records, documents and other information relevant to your benefit claim;

If the denial is based on medical necessity, experimental treatment, or other similar exclusion or limit, an explanation of the scientific or clinical judgment used in making the decision;

A statement that you have the right to obtain upon request and free of charge, a copy of internal rules or guidelines relied upon in making this determination, and if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination, applying the terms of the Retiree Medical Plan to your medical circumstances; and

A statement of your right to bring a civil action under ERISA following an adverse benefit determination on review.

Level Two Appeal of a Retiree Medical Plan Claim If the Claims Administrator upholds an adverse benefit determination at the first level of appeal, you or your authorized representative have the right to file a level two appeal. The appeal must be submitted within 60 calendar days following the receipt of notice of a level one appeal.

A level two appeal of an adverse benefit determination of an urgent care claim, a Pre-Service Claim, or a Post-Service Claim shall be provided by Aetna personnel not involved in making an adverse benefit determination.

“Urgent“ Care Level Two Appeals. (May Include concurrent care claim reduction or termination) Claims Administrator shall issue a decision within 36 hours of receipt of the request for a level two appeal.

“Pre-Service“ Level Two Appeals. (May Include concurrent care claim reduction or termination) Claims Administrator shall issue a decision within 15 calendar days of receipt of the request for level two appeal.

“Post-Service“ Level Two Appeals. The Claims Administrator shall issue a decision within 30 calendar days of receipt of the request for a level two appeal.

If you do not agree with the final determination on review, you have the right to bring a civil action, if applicable.


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Exhaustion of Process

You must exhaust the applicable level one and level two processes of the Appeal Procedure regarding an alleged breach of the policy terms by the Claims Administrator; or any matter within the scope of the Appeals Procedure before you establish any:

Litigation;

Arbitration; or

Administrative proceeding.

External Review

The Claims Administrator may deny a claim because it determines that the care is not appropriate or a service or treatment is experimental or investigational in nature. In either of these situations, you may request an external review if you or your provider disagrees with The Claims Administrator’s decision. An external review is a review by an independent physician, selected by an External Review Organization, who has expertise in the problem or question involved.

To request an external review, the following requirements must be met:

You have received notice of the denial of a claim by the Claims Administrator; and

Your claim was denied because the Claims Administrator determined that the care was not necessary or was experimental or investigational; and

The cost of the service or treatment in question for which you are responsible exceeds $500; and

You have exhausted the applicable internal appeal processes.

The claim denial letter you receive from the Claims Administrator will describe the process to follow if you wish to pursue an external review, including a copy of the Request for External Review Form.

You must submit the Request for External Review Form to the Claims Administrator within 60 calendar days of the date you received the final claim denial letter. You also must include a copy of the final claim denial letter and all other pertinent information that supports your request.

The Claims Administrator will contact the External Review Organization that will conduct the review of your claim. The External Review Organization will select an independent physician with appropriate expertise to perform the review. In making a decision, the external reviewer may consider any appropriate credible information that you send along with the Request for External Review Form, and will follow the Claims Administrator's contractual documents and plan criteria governing the benefits. You will be notified of the decision of the External Review Organization usually within 30 calendar days of the Claims Administrator's receipt of your request form and all necessary information. A quicker review is possible if your physician certifies (by telephone or on a separate Request for External Review Form) that a delay in receiving the service would endanger your health. Expedited reviews are decided within 3 to 5 calendar days after the Claims Administrator receives the request.


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The Claims Administrator, the Company and the Retiree Medical Plan will abide by the decision of the External Review Organization, except where the Claims Administrator can show conflict of interest, bias or fraud.

You are responsible for the cost of compiling and sending the information that you wish to be reviewed by the External Review Organization to the Claims Administrator. The Claims Administrator is responsible for the cost of sending this information to the External Review Organization and for the cost of the external review.

For more information about the Claims Administrator’s External Review process, call the toll-free Customer Services telephone number shown on your ID card.

Contact Information for Retiree Medical Plan Written Appeals The following chart lists the appeals address for each of the available Retiree Medical Plan coverage options and/or benefit features of the Retiree Medical Plan.

If a Claim Is Denied Send Your Written Appeal to the Claims Administrator at this Address

Benefit Appeals

For all Retiree Medical Plan options Claims Administrator and fiduciary for the Medical Plan: Aetna National CRT Unit P.O. Box 14463 Lexington, KY 40512

Medical Precertification Appeals

For all Retiree Medical Plan options Claims Administrator and fiduciary for the Medical Plan: Aetna National CRT Unit P.O. Box 14463 Lexington, KY 40512

Managed Prescription Drug Appeals

Managed Prescription Drug Program

Medco Health Solutions, Inc. Benefit Appeals Unit 8111 Royal Ridge Parkway Irving, TX 75063 Attn: Clinical Appeals

Qualified Medical Child Support Orders (QMCSOs) A Qualified Medical Child Support Order (QMCSO) may require you to provide healthcare coverage to your child. You may obtain a copy of Merck’s procedures governing QMCSO determinations, free of charge, by calling the Support Center at 866-MERCK-HD (866-637-2543). For U.S. employees calling from outside of the United States, dial +1-908-423-HELP (+1-908-423-4357).

Managed Prescription Drug Program ADMINISTERED BY MEDCO

While you are covered under any option under the Retiree Medical Plan you are covered automatically in the Merck Managed Prescription Drug Program. There is no separate charge for this program. It is included as part of the cost of the option you select under the Retiree Medical Plan. The Merck Managed Prescription Drug Program is administered by Medco Health Solutions, Inc. (Medco), the Retiree Medical Plan’s Pharmacy Benefit Manager and its Claims Administrator and fiduciary. Shortly after you enroll in the Retiree Medical Plan, you will receive a separate Medco ID card.

MERCK-BRAND DRUGS

When you have your prescription filled with a Merck-Brand Drug, there is no copay for that prescription. The company pays the full cost of any Merck-Brand Drugs for you and your covered dependents.

About the Managed Prescription Drug Program The Managed Prescription Drug Program provides you with coverage for certain medically necessary outpatient drugs that are prescribed by a licensed prescriber. Drugs provided inpatient or outpatient that are administered in an ambulatory facility or doctor’s office or provided by a doctor for use at home are not covered under the Managed Prescription Drug Program (unless they are subject to the Specialty Pharmacy Program managed by Accredo Health Group, Inc., a subsidiary of Medco) but may be covered under the Retiree Medical Plan option in which you are enrolled. Note that drugs that are subject to the

MEMBER PAY THE DIFFERENCE

The amount you pay for certain non-Merck brand-name prescription drugs, when a generic equivalent is available, is subject to the provisions of the Member Pay the Difference program.

Medco is the Claims Administrator and fiduciary for this Program. If you purchase a non-Merck brand-name drug when a generic equivalent is available, you will pay the generic Copay — plus the difference in cost between the brand and the generic drug — up to a capped amount. See “Managed Prescription Drug Program At a Glance” chart for the applicable Copays and refer to this Summary Plan Description for additional information regarding the Program.

There may be rare instances where a member has an adverse reaction, allergy or sensitivity to the generic equivalent and as a result needs to be prescribed the brand medication, the member may request a clinical review by Medco to determine the medical necessity of staying with the brand medication. If Medco in its sole discretion deems the reason to be medically necessary, the member will not have to pay the difference between the generic and brand medication. Members should contact Medco Member Services directly for clinical review procedures.


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Specialty Pharmacy Program are generally not covered under the Retiree Medical Plan option in which you are enrolled. Your cost for prescription drugs depends on the type of medication (Merck-brand, generic or non-Merck brand), if you use a participating pharmacy and if you choose retail or mail-order.

Please note that mail order drugs delivered to the physician’s office — ordered by you or on your behalf — will still be subject to the prescription benefit Copay.

There are three ways to purchase outpatient prescription drugs:

At a Medco participating pharmacy

Through the Medco PharmacyTM mail order service (within the U.S. only)

At a non-participating pharmacy

Managed Prescription Drug Program At A Glance The following chart summarizes prescription drug costs for 2011. Please note that all the 2011 medical options offer the same prescription drug coverage through Medco, the Retiree Medical Plan's pharmacy benefit manager.

The Medco PharmacyTM 1 (Mail Order) Medco Participating Retail Pharmacies2

COPAYS2 For Up to a 90-Day Supply For Up to a 30-Day Supply

Merck-Brand Drugs $0 $0

Generic Drugs $20 $10

Non-Merck Brand Drugs with a generic equivalent3

$20 Copay plus the cost difference between the retail price for the non-Merck brand-name drug and its generic equivalent, up to $100 (per prescription).

$10 Copay plus the cost difference between the retail price for the non-Merck brand-name drug and its generic equivalent, up to $50 (per prescription).

Non-Merck Brand Drugs without a generic equivalent

$50 Copay $25 Copay

FEATURES

When to Use For long-term, maintenance prescriptions. For short-term, immediate medication needs.

Claim Forms Not applicable

Not applicable when you use your ID card at a participating pharmacy You must file a claim if you do not present your ID card or if you use a non-participating pharmacy.


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1 Certain medications are only available through Medco PharmacyTM (mail order), such as non-Merck Brand Drugs including oral

contraceptives and prescriptions for Male Erectile Dysfunction. 2 Prescriptions filled at non-participating pharmacies will be reimbursed based on the network-negotiated price of the medication,

minus the applicable Copayment. Employees are responsible for any drug costs in excess of network negotiated fees. In addition, Member Pay the Difference provisions (without the cap) apply for non-Merck brand drugs that are filled when a generic is available.

3 Member Pay the Difference provisions apply whether you or your physician chooses the Non-Merck Brand drug.

How to Get Your Prescription Filled Participating Pharmacies Most of the retail pharmacies in the United States participate in the Medco network. These pharmacies agree to accept lower negotiated fees. You can call Medco at 800-RX-MERCK (800-796-3725) to find a network pharmacy near you or to find out if your current pharmacy is in the network.

BRAND NAME AND GENERIC BRAND DRUGS

Brand-name (prescription drug). A drug protected by a patent issued to the original innovator or marketer. The patent prohibits the manufacture of the drug by other companies as long as the patent remains in effect.

Generic Brand (prescription drug). A drug that is equal in therapeutic power to the brand-name original because they contain identical active ingredients at the same doses.

When you need a prescription filled, simply present your Medco ID Card at a participating pharmacy and pay the applicable Copay. (The Medco ID card is separate from your Medical Plan option ID card.) You may purchase up to a 30-day supply of covered medication for each Copay. The participating pharmacy will handle all paperwork for you.

Non-Participating Pharmacies If you choose to have a prescription filled at a pharmacy that does not participate in Medco’s network (a non-participating pharmacy), you must pay 100% of the pharmacy’s regular charge at the time you receive your medication. You then file a claim for reimbursement. If you use a non-participating pharmacy, you cannot receive more than a 30-day supply of medication.

You will be reimbursed based on the network negotiated price of your covered medication offered by participating pharmacies, minus your Copay. If the drug cost is higher than the network negotiated fee, you are responsible for the difference. Your reimbursement check will be mailed approximately two weeks after the date your claim is received.

LARGER PRESCRIPTION SUPPLIERS

Medco, in its discretion, may authorize prescriptions in excess of the 30-day or 90-day supply under certain special circumstances, such as extended travel outside the U.S., provided you have a physician’s written prescription.

For more information or to request an extended supply, contact Medco at 800-RX-MERCK. Please note that multiple Copays may apply.

How to File a Claim for Non-Participating Pharmacy Benefits Complete a Direct Claim Reimbursement Form and submit it together with a receipt for the medication to:

Medco Health Solutions, Inc. P.O. Box 14711 Lexington, KY 40512

Claim Forms are available on Medco’s website at


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http://www.medco.com or by calling Medco Member Services at 800-RX-MERCK. You must file a claim within one year of when the prescription for which you are filing a claim was written by the physician, unless you can show that it was not reasonably possible to submit the claim within the time limit. If your claim for benefits is denied, in whole or in part, you or your authorized representative may appeal the denial. For more information on appealing a denied claim, see “Claims and Appeals” in the Other Important Information chapter.

Mail Order Pharmacy Service

If you require maintenance medications or have an ongoing condition, you may purchase prescription drugs through the Medco PharmacyTM, which can help you save both time and money. In addition, certain medications are covered only through the Medco PharmacyTM. (See “Covered Medications and Supplies.”)

You may order up to a 90-day supply of your medication for one Copay. The Medco PharmacyTM is not available outside the United States.

To order a prescription by mail:

Obtain a prescription for ongoing medication — for up to a 90-day supply, plus refills.

Complete the Patient Information section of the Medco PharmacyTM Order Form, available through NetBenefits at http://netbenefits.fidelity.com and on Medco’s Web site at http://www.medco.com. This information alerts the mail order pharmacy to any potential drug interactions. Your Patient Profile and prescription history are strictly confidential.

Mail your original prescriptions or refill slips together with the completed Medco PharmacyTM Order Form and a check for the Copays to:

Medco Health Solutions, Inc. P.O. Box 650022 Dallas, TX 75265-0022

If you mail more than one prescription in the same envelope, be sure to include one Copay for each. Medco will promptly process your order and send your medications to your door within approximately 14 days through U.S. Mail or United Parcel Service (UPS), along with instructions for refills.

How to Order Refills To order by phone, call 800-4REFILL (800-473-3455) to use the automated system. Be sure to have your member ID number (shown on your ID card) and refill slip with the prescription information ready.

To order from Medco’s website, log on to http://www.medco.com and have your member ID and a prescription number available. (If you are a first-time visitor to the site, please take a moment to register.)

Medco will process your order and send your medications to your home via U.S. Mail or UPS, along with instructions for refills.

Medco Prescription Drug Management Programs Prior Authorization Program

DRUGS REQUIRING PRIOR AUTHORIZATION SUBJECT TOCHANGE

The list of medications that require prior authorization is subject to change. To confirm if a drug is covered, subject to dispensing limits, age limits or other coverage review processes, call Medco Member Services at 800-753-2851.

Certain medications require prior authorization before your prescription will be filled by the Plan.

Here’s a list of medications that currently require prior authorization. You, your doctor or your pharmacist must call Medco at 800-753-2851 to authorize these medications:

Compounded Progesterone products;

Dietary supplements and dietary aids;

Growth hormones;

Anorexiants and anti-obesity medication;

Retin-A® at age 35 and over;

Alzheimer medications (e.g., Cognex®);

Multiple Sclerosis medications (e.g., Betaseron®, Avonex® and Copaxone®);

Fertility drugs;

Anabolic steroids and Androgens;

Xolair®;

Erythroid stimulants (e.g., Epogen®, Procrit® and Aranesp®);

Pain Medications (e.g., Actiq® and Fentora®);

Myeloid Stimulants (e.g., Neupogen®, Leukine®, Neulasta®);

Provigil®;

CNS Stimulants/Amphetamines for use after 18 years of age and prior to 5 years of age (e.g., Ritalin®, Focalin®, Adderall®);

Rheumatoid Arthritis Agents (e.g. Enbrel®, Humira®, Simponi®);

Dermatological Topicals (e.g. Elidel®, Protopic®);

Retatio®; and

Adcirca®.

Managed Rx Program Certain medications are prone to misuse. The Managed Rx Program may contact your physician and/or pharmacist to ensure that a prescribed drug is being used in a clinically appropriate way. And, Medco may offer recommendations and place limits on current and future prescriptions of these medications.


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The following classes of medications will be subject to the Managed Rx Program. Please note: the list of classes of medications that require prior authorization is subject to change. To confirm if a drug is covered, subject to dispensing limits, age limits or other coverage review processes, call Medco Member Services at 800-RX-MERCK. To obtain prior authorization, call 800-753-2851.

Sleep aids and hypnotic medications (e.g., Ambien®, Sonata®);

Pain relief medications (e.g., Toradol®, Stadol NS®, ActiqTM, FentoraTM);

Male erectile dysfunction medications (e.g., Viagra®, Muse®, Edex®, Caverject®). Prescriptions must be filled through the Medco PharmacyTM; and

Plaque Psoriasis (e.g., EnbrelTM/HumiraTM).

Dose Optimization Program

The Dose Optimization Program can help reduce the number of pills you take each day. This program is geared toward participants who take prescription drug “maintenance medications” daily. It is designed to help patients and providers optimize prescription drug dosing schedules and maximize patient convenience. Participation in the Dose Optimization Program is completely voluntary; if you are eligible to participate in this program, you will be notified directly by Medco.

Medco’s Specialty Pharmacy Managed by Accredo Health Group, Inc.

Accredo Health Group, Inc. Staff is dedicated to providing comprehensive support for members who use specialty medications and their prescribing physicians. The Specialty Pharmacy staff consists of patient care representatives, pharmacists and nurses, all of whom are specifically trained to provide services and support to patients on specialty medications to:

Promote the safe and effective use of specialty drugs;

Provide patients with therapeutic-centric training, education and clinical support, across both specialty and traditional medications;

Provide physicians with evidence-based practice guidelines and actionable patient information;

Ensure coverage is consistent with Plan provisions; and

Encourage patient adherence and persistence.

The clinical services offered through Accredo are designed to support the physician’s therapy regimen and any coordination being conducted by health plan case managers. The majority of medications administered or obtained through a physician’s office must be pre-ordered by your physician from Accredo. All specialty medications should be initiated by calling a Medco customer service representative at 800-922-8279.

Specialty drugs include, but are not limited to, medications used to treat the following conditions:

Growth hormones and related disorders (e.g. Genotropin, Humatrope, Increlex, Zorbitive, etc);

Hemophilia and related bleeding disorders (e.g. Advate, Alphanate, Benefix, Hemophil, Humate-P, etc.);


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Hepatitis C medications (e.g. Infergen, Intron A, Pegasys, etc.);

Immune Deficiency medication- Actimmune;

Multiple Sclerosis medications (e.g., Avonex, Betaseron, Copaxone, etc.);

Oral Oncology Agents (e.g., Gleevec, Temodar, Xeloda, etc.);

Pulmonary Disorders (e.g., Pulmozyme, Tobi, etc.); and

Rheumatoid Arthritis Agents (e.g. Enbrel, Humira, etc.).

Prescriptions are filled for up to a 30-day supply, and are express delivered to the location of choice (home, physician’s office, vacation destination, etc.). The Specialty Drug Program also provides claims assistance and access to pharmacists for information. To fill a prescription for a specialty drug, or if you have questions regarding the Specialty Program, please contact Accredo at 800-922-8279. Drugs that are subject to the Specialty Pharmacy Program are not generally covered under the Medical Plan option in which you are enrolled.

Personalized Medicine Program Your prescription drug coverage includes the Personalized Medicine Program, a program that incorporates genetic testing to optimize prescription drug therapies for certain conditions. The conditions, drugs and testing covered by the program will change from time to time as new genetic tests become available and are included in the program. Currently, the Personalized Medicine Program is available to participants meeting a specified clinical profile who are prescribed Tamoxifen for breast cancer or Warfarin. The most up to date information on the conditions and drugs covered by the program can be accessed by calling a Medco customer service representative at 800-RX-Merck.

If you are a qualified participant, additional services are available to you through the Personalized Medicine Program at no additional cost. The Personalized Medicine Program includes:

Access to certain specified genetic tests administered and analyzed by one of several designated clinical laboratories; and

A clinical program that includes consultation with your prescriber of your test result by a representative of Medco specifically trained in genetic testing. Medco will also offer ongoing outreach and education to physicians and patients when appropriate.

When you qualify, Medco will contact you and/or your physician to enroll you in the program. With approval from your physician, the clinical laboratory will facilitate the processing of a genetic test and share the results of the test with your physician and Medco. The results of the genetic test are for informational purposes only; any dosing or medication changes remain in the sole discretion of your physician. Your participation is voluntary and if you decide to participate, Medco will facilitate your coverage under the Personalized Medicine Program.

Covered Medications and Supplies The following prescription drugs are covered under the Managed Prescription Drug Program:

Prescribed Federal Legend drugs (other than those identified as not covered);1

State restricted drugs;

Prescribed injectable drugs (other than those identified as not covered);

Compounded medications of which at least one ingredient is a prescribed drug (other than those identified as not covered);

MEDCO’S REVIEW PROCESS

Medco continually monitors new prescription drugs and reviews new clinical studies. Therefore, this list of covered drugs, non-covered drugs and coverage management programs and processes are subject to change. As new drugs become available, they will be considered for coverage under the Managed Prescription Drug Program as they are introduced. Merck will review recommendations by Medco to determine possible coverage as well as any coverage limitations or restrictions.

Insulin;

Needles and syringes;

Oral, Transdermal and Intravaginal contraceptives (prescriptions must be filled through the Medco PharmacyTM);

All injectable vaccines, subject to FDA label requirements for use;

Retin-A® covered up to age 35;

Ostomy supplies;

Over-the-counter diabetes supplies (except insulin pumps);

Federal Legend vitamins, (i.e., vitamins that require a prescription);

Fluoride vitamins for children through age 16;

Inhaler assisted devices;

Tussi-Organidin® DM NR with medical necessity;

Certain over-the-counter medications that are considered preventive and are required to be covered at 100% pursuant to the Patient Protection and Affordable Care act of 2010;

Anti-smoking aids requiring a prescription, including over-the-counter anti-smoking aids when written on a prescription by your prescriber (covered at 100%);

Vaccines; and

Medication for which prior authorization is required and obtained.


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1 There is limited coverage for prescriptions filled outside of the U.S. Retirees and their Covered Dependents who are living or

traveling outside the U.S. and who fill a prescription outside the U.S. should contact Medco for information pertaining to applicable coverage and claims submission.


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For specific drug coverage and to determine the applicable Copay associated with a prescription drug, visit Medco online at http://www.medco.com or call Medco Member Services at 800-RX-MERCK.

Medications and Supplies That Are Not Covered The following prescription drugs are not covered under the Managed Prescription Drug Program:

Drugs whose sole purpose is to stimulate hair growth;

Diaphragms, contraceptive jellies, creams, foams, devices or implants or injections;

Preven®;

Plan B®;

Mifeprex®;

Immunizing agents, biological blood or blood plasma;

Non-Federal Legend drugs;

Therapeutic devices or appliances;

Zestril® or Zestoretic® (Merck’s identical products, PRINIVIL® and PRINZIDE®, are covered);

Drugs labeled “Caution — limited by Federal Law to investigational use,” or experimental drugs, even though a charge is made to the individual;

Medication for which the cost is recoverable under any Workers’ Compensation or Occupational Disease Law or any state or government agency, or medication furnished by any other drug or medical service for which no charge is made to the participant;

Medications for which prior authorization is required and not obtained;

Medication that is taken by or administered to an individual, in whole or in part, while a patient in a licensed hospital, rest home, sanitarium, extended care facility, skilled nursing facility, convalescent hospital, nursing home or similar institution that operates on its premises or allows to be operated on its premises, or a facility for dispensing pharmaceuticals;

Medication that is taken by or administered to an individual, in whole or in part, while a patient in a licensed hospital, rest home, sanitarium, extended care facility, skilled nursing facility, convalescent hospital, nursing home or similar institution that operates on its premises or allows to be operated on its premises, or a facility for dispensing pharmaceuticals;

Medication that is taken or administered in an ambulatory surgical facility or in a doctor’s office or is provided by a doctor for use at home;

Any prescription refilled in excess of the number of refills specified by the physician, or any prescription or refill dispensed after one year from the physician’s original order;

Any prescription filled before the patient’s prior-filled 30-day or 90-day supply of medication is scheduled to be exhausted unless special circumstances exist and are authorized by Medco;

Over-the-counter medications that are not considered preventive and are not required to be covered at 100% pursuant to the Patient Protection and Affordable Care act of 2010;

Anti-smoking aids that that are not dispensed at a pharmacy from a written prescription by your prescriber;

Dental fluoride products;

Fluoride vitamins for children age 17 and over; and

All injectable vaccines administered outside of FDA label requirements for use

Please note that covered drugs and supplies not purchased through a pharmacy or through the Medco PharmacyTM are not covered under the Retiree Medical Plan.

Coordination of Benefits The Merck Managed Prescription Drug Program does not coordinate benefits with any other coverage that you or your covered Eligible Dependents might have, including Medicare Part D.


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Claims and Appeals If you, your beneficiary or your authorized representative feels that Medco has made an error concerning your benefits, you, your beneficiary or your authorized representative has the right to request reconsideration under the Plan in accordance with the following procedure.

Initial Claim Medco is responsible for evaluating all prescription drug claims. Medco will review your claim in accordance with its standard claims procedures, as required by ERISA. Medco has the right to secure independent medical advice and to require other evidence as it deems necessary in order to decide the status of your claim.

MEDICARE PART D

Medicare Part D is a voluntary prescription drug program that went into effect January 1, 2006. Medicare Part D is available to participants who are enrolled in Medicare Parts A and B.

More information about Medicare Part D is available through Merck’s ABC’s of Medicare Part D brochure, available on NetBenefits at http://netbenefits.fidelity.com.

There are four categories of claims: urgent health claims, pre-service claims, post-service claims and concurrent health claims. Each category has different claims procedures. For many of these procedures, your health care provider may work directly with Medco.

“Urgent” health claims. These are claims where if not processed quickly (within 72 hours) the life or health of the patient is jeopardized. The Claims Administrator will notify you or your doctor of the Plan’s decision no later than 72 hours after your claim is received, unless you fail to provide sufficient information to determine whether, or to what extent, benefits are covered or payable under the Plan.

“Pre-service” health claims. These are claims that must be decided before a patient will be allowed access to health care (for example, pre-authorization requests or referrals). The Claims Administrator


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will notify you or your doctor of the decision no later than 15 days after your claim is received. This 15-day period may be extended by another 15 days in certain circumstances.

“Post-service” health claims. These are claims involving the payment or reimbursement of costs for care that has already been provided. For non-urgent, post-service health claims, the Claims Administrator has up to 30 days to evaluate and respond to claims for benefits. The 30-day period begins on the date the claim is first filed. This 30-day period may be extended by 15 days, in certain circumstances.

If Your Claim Is Denied If Medco does not fully agree with your claim, you will receive an “adverse benefit determination,” which is a denial, reduction or termination of a benefit. An adverse benefit determination also means a claim denial on the grounds that the treatment is experimental, investigational or not Medically Necessary. This includes concurrent care determinations. You will receive notice of a denial, which will include:


The specific Plan provisions on which the denial is based;

A description of any additional information needed to reconsider the claim and the reason this information is needed;

A description of the Plan’s review procedures and the time limits applicable to such procedures;

A statement of your right to bring a civil action under ERISA following a denial on review;

Any internal rules, guidelines, protocols or similar criteria that were used as a basis for the denial, either the specific rule, guideline, protocols or other similar criteria, or a statement that a copy of such information will be made available free of charge upon request; and

For a denial involving urgent care, a description of the expedited review process for such claims.

Appealing a Claim Other Than a Member-Submitted Paper Claim In the event you receive an adverse determination following a request for coverage of a prescription benefit claim, you have the right to appeal the adverse benefit determination in writing within 180 days of receipt of notice of the initial coverage decision. To initiate an appeal for coverage, you or your authorized representative (such as your physician), must provide, in writing, your name, member ID, phone number, the prescription drug for which benefit coverage has been denied and any additional information that may be relevant to your appeal. This information should be mailed to:

Medco Health Solutions, Inc. 8111 Royal Ridge Parkway Irving, TX 75063 ATTN: Coverage Reviews

A decision regarding your appeal will be sent to you within 15 days of receipt of your written request. The notice will include the specific reasons for the decision and the Plan provisions on which the decision is based. You have the right to receive, upon request and at no charge, the information used to review your appeal.


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If you are not satisfied with the coverage decision made on appeal, you may request in writing, within 90 days of the receipt of notice of the decision, a second-level appeal. To initiate a second level appeal, you or your authorized representative (such as your physician), must provide in writing, your name, member ID, phone number, the prescription drug for which benefit coverage has been denied and any additional information that may be relevant to your appeal.

This information should be mailed to:


A decision regarding your request will be sent to you in writing within 15 days of receipt of your written request for appeal. You have the right to receive, upon request and at no charge, the information used to review your second level appeal. The decision made on your second level appeal is final and binding.

If you are not satisfied with the decision of the second level appeal, you also have the right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA).

In the case of a claim for coverage involving urgent care, you will be notified of the benefit determination within 72 hours of receipt of the claim. An urgent care claim is any claim for treatment with respect to which the application of the time periods for making non-urgent care determinations could seriously jeopardize the life or health of the claimant or the ability of the claimant to regain maximum function, or in the opinion of a physician with knowledge of the claimant's medical condition, would subject the claimant to severe pain that cannot be adequately managed. If the claim does not contain sufficient information to determine whether, or to what extent, benefits are covered, you will be notified, within 24 hours after receipt of your claim, of the information necessary to complete the claim. You will then have 48 hours to provide the information and will be notified of the decision within 48 hours of receipt of the information.

You have the right to request an urgent appeal of an adverse determination if you request coverage of a claim that is urgent. Urgent appeal requests may be oral or written. You or your physician may call Medco Member Services at 800-RX-MERCK. Or send a written request to:

Medco Health Solutions, Inc. 8111 Royal Ridge Parkway Irving, TX 75063, ATTN: Coverage Reviews

In the case of an urgent appeal for coverage involving urgent care, you will be notified of the benefit determination within 72 hours of receipt of the claim. This coverage decision is final and binding. You have the right to receive, upon request and at no charge, the information used to review your appeal. You also have the right to bring a civil action under section 502(a) of ERISA if your final appeal is denied.

Appealing a Member-Submitted Paper Claim Your Plan provides for reimbursement of prescriptions when you pay 100% of the prescription price at the time of purchase. This claim will be processed based on your Plan benefit. You will receive an explanation of benefits within 30 days of receipt of your claim. If you are not satisfied with the decision regarding your benefit coverage, you have the right to appeal this decision in writing within 180 days of


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receipt of notice of the initial decision. To initiate an appeal for coverage, you or your authorized representative (such as your physician), must provide in writing, your name, member ID, phone number, the prescription drug for which benefit coverage has been reduced or denied and any additional information that may be relevant to your appeal.

This information should be mailed to:


A decision regarding your appeal will be sent to you within 30 days of receipt of your written request. The notice will include the specific reasons for the decision and the Plan provision on which the decision is based. You have the right to receive, upon request and at no charge, the information used to review your appeal.

If you are not satisfied with the coverage decision made on appeal, you may request in writing, within 90 days of the receipt of notice of the decision, a second level appeal. To initiate a second level appeal, you or your authorized representative (such as your physician), must provide in writing, your name, member ID, phone number, the prescription drug for which benefit coverage has been reduced or denied and any additional information that may be relevant to your appeal. This information should be mailed to:


A decision regarding your request will be sent to you in writing within 30 days of receipt of your written request for appeal. The decision made on your second level appeal is final and binding.

If you are not satisfied with the decision of the second level appeal, you also have the right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA).

All rights in the product names of third-party products mentioned herein, whether or not appearing in italics or with a trademark symbol, are the property of their respective owners.

External Review

Medco may deny a claim because it determines that the care is not appropriate or a service or treatment is experimental or investigational in nature. In either of these situations, you may request an external review if you or your provider disagrees with Medco’s decision. An external review is a review by an independent physician, selected by an External Review Organization, who has expertise in the problem or question involved.

To request an external review, the following requirements must be met:

You have received notice of the denial of a claim by the Medco; and

Your claim was denied because Medco determined that the care was not necessary or was experimental or investigational; and


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The cost of the service or treatment in question for which you are responsible exceeds $500; and

You have exhausted the applicable internal appeal processes.

The claim denial letter you receive from Medco will describe the process to follow if you wish to pursue an external review, including a copy of the Request for External Review Form.

You must submit the Request for External Review Form to Medco within 60 calendar days of the date you received the final claim denial letter. You also must include a copy of the final claim denial letter and all other pertinent information that supports your request.

Medco will contact the External Review Organization that will conduct the review of your claim. The External Review Organization will select an independent physician with appropriate expertise to perform the review. In making a decision, the external reviewer may consider any appropriate credible information that you send along with the Request for External Review Form, and will follow Medco’s contractual documents and plan criteria governing the benefits. You will be notified of the decision of the External Review Organization usually within 30 calendar days of Medco’s receipt of your request form and all necessary information. A quicker review is possible if your physician certifies (by telephone or on a separate Request for External Review Form) that a delay in receiving the service would endanger your health. Expedited reviews are decided within 3 to 5 calendar days after Medco receives the request.

Medco, the Company and the Health Plan will abide by the decision of the External Review Organization, except where Medco can show conflict of interest, bias or fraud.

You are responsible for the cost of compiling and sending the information that you wish to be reviewed by the External Review Organization to Medco. Medco is responsible for the cost of sending this information to the External Review Organization and for the cost of the external review.

For more information about Medco’s External Review process, call Medco Member Services at 800-RX-MERCK.

Retiree Life Insurance Plan SUMMARY PLAN DESCRIPTION

Introduction Certain Legacy Schering-Plough Retirees are eligible for retiree life insurance under the Retiree Life Insurance Plan. Effective midnight December 31, 2010, all retiree life insurance insured by MetLife (and all beneficiary designations for that coverage) is terminated. Effective January 1, 2011, retiree life insurance will be insured and administered by Prudential.

Overview of Retiree Life Insurance Legacy Schering-Plough Retirees may be eligible for company-paid retiree term life insurance or retiree paid optional term life insurance and/or accidental death and dismemberment coverage.

Company-Paid Retiree Term Life Insurance Who is Eligible As a Legacy Schering-Plough Retiree (excluding Legacy OBS Retirees) you are eligible for Company-paid retiree term life insurance if you meet (or met) the following two requirements:

As of January 1, 1995, you were actively employed by the Company and were age 55 or older on that date; and

You have (or had) at least 10 years of service with the Company when you retire (or retired). ELIGIBLE RETIREES MUST

DESIGNATE A BENEFICIARY

Effective January 1, 2011, life insurance coverage with MetLife is terminated. Beneficiary designations on file for Legacy Schering-Plough Retirees with the Company, Mercer or MetLife for life insurance insured by MetLife will no longer be valid. Effective on and after January 1, 2011, if you want your death benefit insured by Prudential under the Retiree Life Insurance Plan to be paid to anyone other than your estate, you must have a valid Beneficiary designation on file with Fidelity.

As a Legacy OBS Retiree you are eligible for Company-paid retiree term life insurance coverage if you meet (or met) the following two requirements:

As of December 31, 2008, you were actively employed by the Company and were age 55 or older on that date; and

You have (or had) at least 10 years of service with the Company when you retire (or retired).

Legacy Schering-Plough Retirees (including Legacy OBS Retirees) who do not (or did not) satisfy the age and service requirements described above may be eligible for Company-paid retiree term life insurance.


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Coverage Amounts If you are a Legacy Schering-Plough Retiree (and not a Legacy OBS Retiree), you will have company —paid retiree term life insurance coverage equal to $5,000, unless you retired from the Company before January 1, 1995. For Legacy Schering-Plough Retirees who retired before January 1, 1995, contact the Merck Benefits Service Center at 800-66-MERCK (800-666-3725) for information on coverage amounts.

Generally, if you are a Legacy OBS Retiree who is eligible for Company-paid retiree life insurance coverage, the amount of your coverage is based on your retirement date and your age and length of service as indicated below:

Legacy OBS Retirees who attained age 55 with at least 10 years of service by December 31, 2007 and retired by December 31, 2008 receive a benefit equal to one (1) times pay at retirement, reducing 10% per year after retirement until face amount equals 50% of pay at retirement.

Legacy OBS Retirees who were not age 55 with at least 10 years of service by December 31, 2007 and retired by December 31, 2008 received a benefit equal to the lesser of 50% of pay at retirement or $50,000.

Legacy OBS Retirees who attained at least age 55 by December 31, 2008 who subsequently retire (or retired) with at least 10 years of service receive a $5,000 benefit.

Other eligibility rules and coverage amounts may apply. Contact the Merck Benefits Service Center at 800-66-MERCK (800-666-3725) for information.

Retiree-Paid Optional Term Life Insurance If you are a Legacy Schering-Plough Retiree and you had Group Variable Universal Life (GVUL) Insurance insured by MetLife in effect on December 31, 2010, that coverage terminated on December 31, 2010. Your eligibility to continue the term life portion of your GVUL coverage under the Retiree Life Insurance Plan or under an individual policy with Prudential depends on the date your employment with the Company ends (or ended).

If your employment with the Company ended on or before December 31, 2010, you were eligible to convert or port the term life portion of your GVUL coverage to an individual policy with MetLife. Any ported coverage will be mapped to an equivalent amount of optional group life insurance at Prudential effective January 1, 2011, and you can continue this coverage to age 80 provided the required premiums continue to be paid in the time and manner required by the Company. Any converted coverage will continue to be administered by MetLife and will not be impacted by the change in carriers.

If you were an active employee on January 1, 2011, an amount equal to the group term life insurance portion of your GVUL insurance was mapped to the Optional Life insurance option insured by Prudential. When you subsequently retire, you may port or convert your Optional Life coverage. The ported coverage can be continued to age 80 provided the required premiums continue to be paid in the time and manner required by the Company. When the ported coverage ends at age 80, you will be offered the chance to convert that coverage to an individual policy.


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Retiree-Paid Accidental Death and Dismemberment Insurance If you are a Legacy OBS Retiree and you had Accidental Death and Dismemberment Insurance (AD&D) for yourself or for yourself and your family with MetLife in effect on December 31, 2010, that coverage terminated at midnight on December 31, 2010. The amount of coverage you had in effect on December 31, 2010 for yourself only or for yourself and your family was mapped to Accidental Death and Dismemberment coverage insured by Prudential under the Retiree Life Insurance Plan.

You may continue Accidental Death and Dismemberment coverage for yourself under the Retiree Life Insurance Plan by paying the applicable premiums in the time and manner required by the Company.

The following chart shows the benefit available in the event of a loss that is the result of an accident while you are covered by AD&D insurance under the Retiree Life Insurance Plan. The benefit amount is a percentage of the amount of coverage you have in effect on the date of the loss. In the event of your death, this benefit is paid in addition to any other term life coverage in effect on the date of your death under the Retiree Life Insurance Plan.

Covered Loss Benefit Amount

Life 100%

Both hands or both feet 100%

Entire sight of both eyes 100%

One hand and one foot 100%

One hand or one foot and entire sight of one eye 100%

Speech and hearing in both ears 100%

Quadriplegia 100%

Paraplegia 75%

Hemiplegia 50%

Uniplegia 25%

One hand or one foot 50%

Sight in one eye 50%

Speech or hearing in both ears 50%

Thumb and Index finger of the same hand 25%

Coma 1% up to 100 months, less any other Principal Sum benefits paid after 31 days of continuous coma

Brain Damage 1% up to 100 months, less any other Principal Sum benefits paid after 31 days of continuous coma

Changing Your Retiree-Paid Coverage You can reduce the amount of your retiree-paid coverages at any time by notifying the Merck Benefits Service Center at 800-66-MERCK (800-666-3725). The reduction in coverage is irrevocable and is effective as of the first of the month following the date you notify Fidelity, provided you have paid the required premium through that date. You cannot increase your coverage under the Retiree Life Insurance Plan.


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Paying For Your Retiree-Paid Coverage You must pay the required premium for your retiree-paid coverages in the time and manner specified by the Company. If you fail to pay the premiums as required, the coverage for which you failed to pay the premium will terminate and it will not be reinstated.

You will receive an invoice from Fidelity for your retiree-paid coverages. If you are currently paying for your life insurance coverage through pension deductions, those deductions will continue. If you have any questions, please contact the Retirement Center at 866-201-2825.

Naming a Beneficiary It’s important that you designate a Beneficiary to receive benefits under your retiree life insurance in the event of your death. You may designate or change your Beneficiary at any time online via NetBenefits or you may complete and submit a Beneficiary Form, available online through Fidelity NetBenefits or by calling the Merck Benefits Service Center at 800-66-MERCK (800-666-3725).

Please note that your Beneficiary designation must be on record with the Merck Benefits Service Center at Fidelity to be valid. Any Beneficiary designations not on record with the Merck Benefits Service Center at Fidelity are considered invalid. Any document other than a Beneficiary Form which purports to designate or change your Beneficiary (e.g., a will, qualified domestic relations order, divorce decree, etc.) will not be recognized as a designation or change in your Beneficiary.

Beneficiary for Retiree Life You may name your estate, a trust, or any persons you designate as Beneficiary to receive the proceeds of your retiree life insurance under the Retiree Life Insurance Plan in the event of your death. You are the beneficiary for dismemberment benefits under your AD&D coverage under the Retiree Life Insurance Plan.

If you do not have a valid Beneficiary designation on file with the Merck Benefits Service Center at the time of your death, any retiree life insurance proceeds will be paid to your estate. If you wish to name a minor child as a Beneficiary, you should keep in mind that some states limit payments to minors unless a legal guardian is appointed for either the child or the child’s property.

If you assign your coverage, your ability to designate a Beneficiary may be limited. See “Assigning Benefits” for more information.

When Coverage Ends Your retiree life insurance coverage will end on the earliest date any of the following events occur:

The Plan Sponsor amends the Retiree Life Insurance Plan in such a way as to disqualify certain groups from eligibility, and you are in one of those groups.

COVERAGE MAY DIFFER

Depending on your retirement date, eligibility and coverage amounts may differ. Call the Merck Benefits Service Center at 800-66-Merck (800-666-3725) for details.

The Company discontinues coverage for all retirees.

You fail to pay the required premium to continue coverage under the Retiree Life Insurance Plan.

You die.

How Benefits Are Paid If you die while covered, your Beneficiary is entitled to your coverage in effect on the date of your death.

Rather than making a payment directly to your Beneficiary, Prudential will establish an interest-bearing checking account in your Beneficiary’s name. This checking account is known as an “Alliance AccountSM.” If you do not have a valid Beneficiary designation on file with the Merck Benefits Service Center at Fidelity on your date of death, the proceeds of your life insurance in effect on your death under the Retiree Life Insurance Plan will be paid to your estate.

The Prudential Alliance Account is not available for payments less than $5,000, payments to individuals residing outside the United States and its territories and certain other payments.

ADMINISTRATION, CHECK CLEARING AND PROCESSING SUPPORT

Open Solutions Inc. is the Service Provider of the Prudential Alliance Account Settlement Option, a contractual obligation of The Prudential Insurance Company of America, located at 751 Broad Street, Newark, NJ 07102-3777. Check clearing is provided by JPMorgan Chase Bank, N.A. and processing support is provided by First Data Payment Services (FDPS). Alliance Account balances are not insured by the Federal Deposit Insurance Corporation (FDIC). Open Solutions Inc., JPMorgan Chase Bank, N.A., and First Data Payment Services are not Prudential Financial companies.

Your Beneficiary decides what to do with the proceeds in the account. For example, your Beneficiary can take time to make financial decisions while still earning interest, start writing checks against the account immediately, or close out the account by writing a check for its full value. Prudential will only establish an “Alliance Account” if the amount payable to your Beneficiary is at least $5,000 and your Beneficiary is not an estate, guardian or legal entity. If your Beneficiary is an estate, guardian or legal entity, or if the amount payable is less than $5,000, your Beneficiary will receive a check directly from Prudential.


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Assigning Benefits You are permitted to assign your life insurance coverage under the Retiree Life Insurance Plan only as a gift (unless state insurance law requires otherwise). You may assign any rights, benefits or privileges that you have as a retiree under this coverage to a person or entity (the assignee), including your right to name a beneficiary or to convert this coverage to an individual policy. You are not permitted to assign such coverage for compensation or any other kind of consideration (unless state insurance law requires otherwise). (In accordance with state insurance law, residents of California and New York are permitted to assign their coverage for compensation or any other type of consideration.)

If you assign your right to name a beneficiary and you die without a beneficiary being chosen by your assignee, your assignee will be the beneficiary. (If your assignee/beneficiary is a person, that person must be alive at the time of your death. If not, the proceeds will go to the assignee/beneficiary’s estate.) To the extent you assign your rights, your ability to make changes, including changes to your beneficiary and/or coverage levels, will be limited and must be made by your assignee.

CHECK ASSIGNMENTS IN EFFECT PRIOR TO JANUARY 1, 2011

Effective midnight December 31, 2010, coverage under the Retiree Life Insurance Plan insured by MetLife ended. Effective January 1, 2011, coverage under the Retiree Life Insurance Plan is insured by Prudential

Contact the Merck Benefits Services Center for more information about assigning your life insurance benefits.

How to File a Claim It is your responsibility to determine the effectiveness of your life insurance assignments. In light of changes to the Retiree Life Insurance Plan, you should review your assignment documents with your estate planner to be sure that they continue to meet your estate planning needs.

Contact the Merck Support Center at 908-423-4357 or 866-MERCK-HD (866-637-2543) for more information.

In the event of your death, or the death of a covered Spouse/Same-Sex Domestic Partner or Dependent Child, the Beneficiary should call Fidelity Survivor Services at 877-208-0800. To receive benefits, a completed claim form must be submitted to Prudential along with an original or certified copy of the death certificate.

If you experience a loss that is not a death under your AD&D coverage, you should contact Fidelity.

Any participant or Beneficiary or a duly authorized representative (claimant) may file a written claim for benefits.

Claim forms are available only by calling Employee Fidelity Survivor Services at 877-208-0800. The claimant will receive a written notice from the Claims Administrator or its delegate regarding the claim within 90 days of its receipt by the Claims Administrator. If an extension is required to process the claim, the claimant will receive notice for the need for an extension (not to exceed an additional 90 days), before the end of the initial 90-day period, explaining the reasons for the delay. If the claimant is not furnished notice within the 90-day period, the claim will be considered denied.


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If you, your Beneficiary or your authorized representative feel that the Claims Administrator has made an error concerning your benefits, you, your Beneficiary or your authorized representative have the right to


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request reconsideration under the Plan in accordance with the following procedure. Please note that all requests for reconsideration shall be submitted in writing to the Claims Administrator. See “Benefit Contacts and Resources for Written Appeals“ for address information.

Appealing a Claim In the event that a claim is denied, in whole or in part, the claimant shall be furnished with notice of the decision within a reasonable period of time after the filing of the claim. Such notice of the decision shall be in writing and shall include:


The specific provisions of the Plan on which the denial was based;

Any additional material or information necessary for claimant to perfect the claim as well as an explanation of why such material or information is necessary;

An explanation of the claim appeal procedures set forth below; and

A statement of claimant’s right to bring a civil action under section 502(A) of ERISA.

Every claimant shall have a reasonable opportunity to appeal a denial of a claim. Such appeal shall be made, in writing, by the claimant or a duly authorized representative. The claimant is entitled to reasonable access to and copies of all information that is relevant to the claim. This includes all information relied on in making the benefit determination, including information submitted to, considered, or generated by the Plan in considering your claim, and documents demonstrating the Plan’s processes for ensuring proper, consistent decisions. The claimant may appeal and request a claim review within a reasonable time but in no case will the claimant be required to make such a request within less than 60 days after receipt by claimant of written notice of the denial of the claim.

The request must be made in writing and should be filed with the Claims Administrator at the following address:

Claims Administrator for the Merck Group Life Insurance Plan The Prudential Insurance Company of America Group Life Claim Division P.O. Box 8517 Philadelphia, PA 19176

The Claims Administrator will forward claimant’s appeal request to the appropriate persons for review. The reviewer will reconsider the claim, and claimant will receive a written notice of the decision within 45 days after the appeal is filed. If more time is needed, the reviewer may be permitted to have a 45-day extension, so long as claimant is notified in advance of the need and reasons for the delay. The Claims Administrator shall provide claimant with written notification of the Plan’s benefit determination on review. In the case of an adverse benefit determination, such notice will indicate:

The reason for the adverse determination on review;

Reference to the specific provisions of the Plan on which the benefit determination is based;


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A statement that claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits;

A description of claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review; and

A description of claimant’s right to obtain additional information upon request about any voluntary appeals procedures under the Plan.

All decisions are final and binding unless determined to be arbitrary and capricious by a court of competent jurisdiction.


You must exhaust the level one process of the appeal procedure before you initiate any litigation, arbitration or administrative proceeding regarding the denial of your appeal or any matter within the scope of the appeals procedure.

Claims and Appeals for Eligibility to Participate in the Merck Life Insurance Plan If you, your Beneficiary or your authorized representative feel that an error has been made concerning your eligibility to participate in the Plan (e.g., your eligibility to elect a particular coverage option, add a dependent, etc.), you, your Beneficiary or your authorized representative may request reconsideration under the Plan. All requests for reconsideration shall be submitted in writing to the Plan Administrator at the following address:

Merck & Co., Inc. Attn: Plan Administrator (RY32-517) P.O. Box 2000 Rahway, NJ 07065

The Plan Administrator will review your claim and respond to you with a determination. The decision of the Plan Administrator is final and binding.

If Your Claim Is Denied More information on filing claims, including what to do if your claim is denied, and important information you will receive if your claim is denied, is in the “Claims Procedures” section in the “Other Important Information“ section of this Summary Plan Description.

Right to Amend, Modify or Terminate The Plan Sponsor (or its delegate) has the right to amend, modify, discontinue or terminate the Retiree Life Insurance Plan – in whole or in part – at any time and for any reason, without prior notice to employees.

Retiree Life Insurance Plan Claims and Appeals How to File a Retiree Life Insurance Claim In the event of your death, the Beneficiary should call Fidelity Survivor Services at 877-208-0800. To receive benefits, a completed claim form must be submitted to Prudential along with an original or certified copy of the death certificate. LEGACY OBS RETIREES WITH

RETIREE-PAID AD&D

If you have retiree-paid Accidental Death and Dismemberment (AD&D) coverage, effective January 1, 2011 the insurer and claims administrator for that coverage is Prudential. If you have questions about your AD&D costs and coverage amounts, contact the Merck Benefits Service Center at 800-66-MERCK (800-666-3725).

In the event of a claim, contact Prudential at 877-370-4PRU.

Any participant or Beneficiary or a duly authorized representative (claimant) may file a written claim for benefits.

Claim forms are available only by calling Fidelity Survivor Services at 877-208-0800. The claimant will receive a written notice from the Claims Administrator or its delegate regarding the claim within 90 days of its receipt by the Claims Administrator. If an extension is required to process the claim, the claimant will receive notice for the need for an extension (not to exceed an additional 90 days), before the end of the initial 90-day period, explaining the reasons for the delay. If the claimant is not furnished notice within the 90-day period, the claim will be considered denied.

If you, your Beneficiary or your authorized representative feel that the Claims Administrator has made an error concerning your benefits, you, your Beneficiary or your authorized representative have the right to request reconsideration under the Retiree Life Insurance Plan in accordance with the following procedure. Please note that all requests for reconsideration must be submitted in writing to the Claims Administrator. See “Benefit Contacts and Resources for Written Appeals” for address information.

Appealing a Retiree Life Insurance Claim In the event that a claim is denied, in whole or in part, the claimant shall be furnished with notice of the decision within a reasonable period of time after the filing of the claim. Such notice of the decision shall be in writing and shall include:


The specific provisions of the Retiree Life Insurance Plan on which the denial was based;

Any additional material or information necessary for claimant to perfect the claim as well as an explanation of why such material or information is necessary;

An explanation of the claim appeal procedures set forth below; and

A statement of claimant’s right to bring a civil action under section 502(A) of ERISA.

Every claimant shall have a reasonable opportunity to appeal a denial of a claim. Such appeal shall be made, in writing, by the claimant or a duly authorized representative. The claimant is entitled to


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reasonable access to and copies of all information that is relevant to the claim. This includes all information relied on in making the benefit determination, including information submitted to, considered, or generated by the Plan in considering your claim, and documents demonstrating the Retiree Life Insurance Plan’s processes for ensuring proper, consistent decisions. The claimant may appeal and request a claim review within a reasonable time but in no case will the claimant be required to make such a request within less than 60 days after receipt by claimant of written notice of the denial of the claim.

The request must be made in writing and must be filed with the Claims Administrator at the following address:

Claims Administrator for the Merck Group Life Insurance Plan The Prudential Insurance Company of America Group Life Claim Division P.O. Box 8517 Philadelphia, PA 19176

The Claims Administrator will forward claimant’s appeal request to the appropriate persons for review. The reviewer will reconsider the claim, and claimant will receive a written notice of the decision within 45 days after the appeal is filed. If more time is needed, the reviewer may be permitted to have a 45-day extension, so long as claimant is notified in advance of the need and reasons for the delay. The Claims Administrator shall provide claimant with written notification of the Plan’s benefit determination on review. In the case of an adverse benefit determination, such notice will indicate:

The reason for the adverse determination on review;

Reference to the specific provisions of the Retiree Life Insurance Plan on which the benefit determination is based;

A statement that claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits;

A description of claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review; and

A description of claimant’s right to obtain additional information upon request about any voluntary appeals procedures under the Retiree Life Insurance Plan.

All decisions are final and binding unless determined to be arbitrary and capricious by a court of competent jurisdiction.


You must exhaust the level one process of the appeal procedure before you initiate any litigation, arbitration or administrative proceeding regarding the denial of your appeal or any matter within the scope of the appeals procedure.


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Benefit Contacts and Resources for Retiree Life Insurance Written Appeals The following chart lists the appeals address for the Retiree Life Insurance Plan.

If a Claim Is Denied Send Your Written Appeal to the Claims Administrator at this Address

Benefit Appeals

Claims Administrator and fiduciary for the Retiree Life Insurance Plan: c/o the Merck Group Life Insurance Plan The Prudential Insurance Company of America Group Life Claim Division P.O. Box 8517 Philadelphia, PA 19176

For More Information For information about your rights under the Employee Retirement Income Security Act of 1974 (ERISA) and other important information, see the “Other Important Information“ section of this Summary Plan Description.


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Other Important Information SUMMARY PLAN DESCRIPTION

Introduction This section of your SPD for Legacy Schering-Plough Retirees provides additional information about the benefit plans offered to you by the Company. This section also describes your rights as a plan participant, and provides detail about whom to contact with questions.

Your Rights Under USERRA If you are serving in the military and are covered under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), you will continue to participate and be eligible to receive benefits under the Retiree Medical Plan and Retiree Life Insurance Plan in accordance with USERRA rules and regulations.

Your Rights Under ERISA As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants will be entitled to the following.

Receive Information About Your Plan and Benefits Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Continue Group Health Care Continue health care coverage for yourself, your Spouse or dependents if there is a loss of coverage under the Retiree Medical Plan as a result of a qualifying event. You, your Spouse or dependents may have to pay for such coverage. Review this summary plan description and the documents governing the Retiree Medical Plan on the rules governing your COBRA continuation coverage rights. Reduction or


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elimination of exclusionary periods of coverage for pre-existing conditions under your group health plan, if you have creditable coverage from another plan. You should be provided a certificate of creditable coverage, free of charge, from your group health plan or health insurance issuer when you lose coverage under the Retiree Medical Plan, when you become entitled to elect COBRA or when your COBRA continuation coverage ceases if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to pre-existing condition exclusion for 12 months (18 months for late enrollees) after your enrollment date in your coverage.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

Enforcing Your Rights If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all within certain time schedules. For more information, see “Claims and Appeals.”

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in federal court. If it should happen that the Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance of the Employee Benefits Security Administration at:


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Division of Technical Assistance/Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210

You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 202-219-8776 or accessing their website at http://www.dol.gov/ebsa.

Claims and Appeals for Eligibility to Participate in the Retiree Medical Plan or the Retiree Life Insurance Plan If you, your beneficiary or your authorized representative feel that an error has been made concerning your eligibility to participate in the Retiree Medical Plan (e.g., your eligibility to elect a particular coverage option, Coverage Tier, add a dependent, etc.) or the Retiree Life Insurance Plan, you, your beneficiary or your authorized representative may request reconsideration under the applicable plan. All requests for reconsideration shall be submitted in writing to the Plan Administrator at the following address:

Merck & Co., Inc. Attn: Plan Administrator (RY32-517) P.O. Box 2000 Rahway, NJ 07065

The Plan Administrator will review your claim and respond to you with a determination. The decision of the Plan Administrator is final and binding.

If your claim for eligibility involves whether an incapacitated child is eligible to participate in the Retiree Medical Plan as an Eligible Dependent, you need to follow the claims and appeals procedure for the Medical Plan option in which you are enrolled. Please note that all requests for reconsideration regarding participation by the incapacitated child must be submitted in writing to the Claims Administrator for the option in which you are enrolled. See “Contact Information for Written Appeals” for address information.

Plan Disclosure Information The following information provides the names, addresses and telephone numbers of the insurers, plan/claims administrators and trustees for the benefit plans. It also includes details about the Retiree Medical Plan and Retiree Life Insurance Plan, as required by ERISA. If you need additional information, contact the plan administrator or your local U.S. Department of Labor office.


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Employer/Sponsor Schering Corporation sponsors the Schering Corporation Employees’ Benefit Trust which provides medical benefits and life insurance benefits for Legacy Schering Retirees under the Retiree Medical Plan and Retiree Life Insurance Plan provisions of the Schering Corporation Employees' Benefit Trust. The employer identification number assigned to Schering Corporation by the IRS is #22-1261880. The address and phone number for the Plan Sponsor is:

c/o Merck & Co., Inc. Attn: Plan Administrator (RY32-517) P.O. Box 2000 Rahway, NJ 07065

Telephone: 866-MERCK-HD (866-637-2543). For U.S. employees calling from outside of the United States, +1-908-423-HELP (+1-908-423-4357).

Plan Administrator/Claims Administrator The Plan Administrator for the Schering Corporation Employees' Benefit Trust is Schering Corporation or its delegate. Administration of the Schering Corporation Employees' Benefit Trust is the responsibility of the Plan Administrator. The Claims Administrators determine eligibility for medical and life insurance benefits under the Schering Corporation Employees' Benefit Trust in accordance with the official plan documents. For the list of Claims Administrators applicable to the Retiree Medical Plan and the Retiree Life Insurance Plan, see the “Plan Funding and Administration” chart.

The Plan Administrator has the exclusive discretion to construe and interpret the terms of the Retiree Medical Plan and Retiree Life Insurance Plan components of the Schering Corporation Employees’ Benefit Trust as follows:

To adopt such rules for the administration of the Retiree Medical Plan and Retiree Life Insurance Plan as it considers desirable;

To make factual determinations, interpret and construe the Retiree Medical Plan and Retiree Life Insurance Plan, correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Retiree Medical Plan and Retiree Life Insurance Plan, resolve all questions arising in the administration, interpretation and application of the Retiree Medical Plan and Retiree Life Insurance Plan, and such action will be conclusive upon the Company, the Retiree Medical Plan and Retiree Life Insurance Plan, participants, employees, their dependents and beneficiaries;

To decide all questions of eligibility and participation;

To prescribe procedures and election forms to be followed by participants to make elections to the Retiree Medical Plan and Retiree Life Insurance Plan;

To accept, modify or reject elections under the Retiree Medical Plan and Retiree Life Insurance Plan;

To authorize disbursements on behalf of the Retiree Medical Plan and Retiree Life Insurance Plan;


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To prepare and distribute to participants information explaining the Retiree Medical Plan and Retiree Life Insurance Plan and the benefits available hereunder in such a manner as the Plan Administrator deems appropriate;

To settle any lawsuit against the Retiree Medical Plan and Retiree Life Insurance Plan or Plan Administrator; and

To request and receive from all participants such information as the Plan Administrator will from time-to-time determine to be necessary for the proper administration of the Plan.

The Plan Administrator has reserved the right to delegate all or any portion of its authority described above to a representative. The Plan Administrator has delegated all of its authority described above with respect to adjudicating claims and appeals for benefits (and handling any resulting lawsuits) under the Retiree Medical Plan and the Retiree Life Insurance Plan to the Claims Administrators. That means that the Claims Administrator has the sole authority to determine such matters under the Retiree Medical Plan and Retiree Life Insurance Plan and the Plan Administrator will not and cannot substitute its judgment for that of the Claims Administrators on such matters. It also means the Claims Administrator has all of the discretion described above to the extent it relates to the Claims Administrator’s duties under the Retiree Medical Plan and the Retiree Life Insurance Plan, for example regarding eligibility for benefits, according to the broad discretion set forth above.

The amounts paid to the Claims Administrator by the Company and the Schering Corporation Employees' Benefit Trust are designed to, and do, ensure that the Claims Administrator is not subject to influence by the Plan Sponsor or its subsidiaries, including but not limited to financial influence, as the Claims Administrator acts as a fiduciary for the Retiree Medical Plan and Retiree Life Insurance Plan and the participants in those plans. The Plan Sponsor designed this structure to ensure that any court reviewing determinations made by the Claims Administrator will defer to the Claims Administrator’s decisions unless the court finds that the determination was both arbitrary and capricious, a highly deferential standard.

Contact the Plan Administrator if you have any questions about the Retiree Medical Plan or the Retiree Life Insurance Plan other than routine questions or questions about the filing or status of claims under the Plan. For routine questions, call the Merck Benefits Service Center at 800-66-MERCK. For questions about the filing status of claims, contact the Claims Administrator at the address listed in “Contact Information for Written Appeals.”

Agent for Service of Legal Process If, for any reason, you want to seek legal action against the Retiree Medical Plan or the Retiree Life Insurance Plan, you can serve legal process on the Plan Sponsor by directing such service to Senior Director, HR Services at the following address:

c/o Merck & Co., Inc. Attn: Plan Administrator (RY32-517) P.O. Box 2000 Rahway, NJ 07065

Service of legal process may also be made upon Merck & Co., Inc., the Plan Administrator or the Trustee.


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Plan Funding and Administration Chart

PLAN FUNDING CHART

Plan Sponsor/EIN Plan

Number Type of Plan Funding/Trustee

Schering Corporation Employees’ Benefit Trust

Schering Corporation Employer Identification Number: 22-1261880

508 Welfare Benefits Trust The Bank of New York Mellon Corporation AIM 102-1200 One Wall Street New York, NY 10286

InThe table below shows the insurers or claims

surers and Claims Administrators administrators for the benefits under the Retiree Medical

Plan and Retiree Life Insurance Plan.

PLAN ADMINISTRATION CHART

Coverage Insurer or Claims Administrator Provider Name and Address

Medical PO Choice

lan—Aetna Choice

Aetna rmington Ave

Cn) ■ Aetna P

■ 90/10 Indemnity id P■ Merck PPO Hybr

POS II

151 FaHartford, CT 06156

laims Administrator (contract administratio

■ Prescription Drug Medco Health Solutions, Inc. Claims Administrator n) 8111 Royal Ridge Parkway

Irving, TX 75063, ATTN: Coverage Reviews

(contract administratio

Retiree Life Insurance rance

ompany of America Insurer ■ Company-paid Life Insu■ Retiree-paid Life Insurance ■ Retiree-paid AD&D

The Prudential Insurance CGroup Life Claim Division P.O. Box 8517 Philadelphia, PA 19176

Trust l, the benefits provided to participants in the Retiree Medical Plan and the Retiree Life Insurance

or

In generaPlan may be funded by contributions made by the Company (and/or certain affiliates of the Company) and/or the participants in the Retiree Medical Plan and the Retiree Life Insurance Plan to one or more trusts. Merck & Co., Inc., parent of the Company, is responsible for the funding policy of the trusts and fdetermining the amount of contributions. The trusts are intended to be tax-exempt under the Internal Revenue Code of 1986, as amended. Merck & Co., Inc. or the Company may fund additional benefitsthrough the trusts at a later time. If a trust is terminated, the assets in the trust will be used to pay all existing liabilities. Any remaining assets may then be used to provide other benefits for employees or retirees in accordance with Internal Revenue Code guidelines.


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No Right to Employment Nothing in this SPD represents nor is considered an employment contract, and neither the existence of the Retiree Medical Plan, the Retiree Life Insurance Plan nor any statements made by or on behalf of the Company shall be construed to create any promise or contractual right to employment or to the benefits of employment. The Company or you may terminate the employment relationship without notice at any time and for any reason.

Plan Amendment or Termination The Plan Sponsor reserves the right to amend the Retiree Medical Plan and/or the Retiree Life Insurance Plan in whole or in part or to completely discontinue the plan(s) at any time.

Amendments may be retroactive; however, no amendment or termination shall reduce the amount of any benefit otherwise payable under the Retiree Medical Plan or the Retiree Life Insurance Plan for claims incurred prior to the effective date of such amendment or termination.

If a benefit is terminated and surplus assets remain after all liabilities have been paid, such surplus shall revert to the Company to the extent permitted under applicable law, unless otherwise stated in the applicable plan document.

Plan Documents This SPD is intended as merely a summary of the official plan documents and should be retained as part of your permanent records. It does not describe every plan or program provision in full detail and it does not alter the plan or program or any legal instrument related to the plan’s or program’s creation, operations, funding or benefit payment obligations. Every effort has been made to ensure that this SPD accurately reflects relevant plan or program provisions currently in effect. However, the plan or program documents, which may include insurance contracts and other written agreements with service providers (each of which are held on file with the Company) will govern in the event of any conflict between those documents and this SPD, any verbal representation, or with respect to any provision not discussed in this SPD.

Plan Year The Plan Year for the Retiree Medical Plan and Retiree Life Insurance Plan ends on December 31 of each year. The financial records of the plans are kept on a calendar-year basis.

Recission The Plan Administrator may retroactively terminate your coverage under the plans described in this SPD, or the coverage of your Covered Dependent, as applicable, if you or your Covered Dependents fraudulently or intentionally misrepresent any fact material to the Company, including but not limited to enrollment information or benefit claims. The Plan Administrator may terminate your coverage and/or the coverage of your Covered Dependents if you provide false or misleading information material to the Company.


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Glossary

Ambulatory surgical center – A specialized facility that is established, equipped, operated and staffed primarily for the purpose of performing surgical procedures and that fully meets one of the following two tests.

It is licensed as an ambulatory surgical center by the regulatory authority having responsibility for the licensing under the laws of the jurisdiction in which it is located.

Where licensing is not required, it meets all of the following requirements.

It is operated under the supervision of a licensed doctor of medicine (M.D.) or doctor of osteopathy (D.O.) who devotes full time to supervision and permits a surgical procedure to be performed only by a duly qualified physician who, at the time the procedure is performed, is privileged to perform the procedure in at least one hospital in the area.

It requires, in all cases except those requiring only local infiltration anesthetics, that a licensed anesthesiologist administer the anesthetic or supervise an anesthetist who administers the anesthetic and that the anesthesiologist or anesthetist remains present throughout the surgical procedure.

It provides at least two operating rooms and at least one post-anesthesia recovery room.

It is equipped to perform diagnostic X-ray and laboratory examinations or has an arrangement to obtain these services.

It has trained personnel and necessary equipment to handle emergency situations.

It has immediate access to a blood bank or blood supplies.

It provides the full-time services of one or more registered graduate nurses (R.N.) for patient care in the operating rooms and in the post-anesthesia recovery room.

It maintains an adequate medical record for each patient, that includes an admitting diagnosis for all patients except those undergoing a procedure under local anesthesia, a preoperative examination report, medical history, laboratory tests and/or X-rays, an operative report and a discharge summary.

An ambulatory surgical center that is part of a hospital, as defined under this Retiree Medical Plan, will be considered an ambulatory surgical center for the purposes of the Retiree Medical Plan.

Birth center – A specialized facility that is primarily a place for delivery of children following a normal, uncomplicated pregnancy and that fully meets one of the following two tests.

It is licensed by the regulatory authority having responsibility for the licensing under the laws of the jurisdiction in which it is located.

It meets all of the following requirements.

It is operated and equipped in accordance with any applicable state law.

It is equipped to perform routine diagnostic and laboratory examinations such as hematocrit and urinalysis for glucose, protein, bacteria and specific gravity.


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It has trained personnel and necessary equipment available to handle foreseeable emergencies, including but not limited to oxygen, positive pressure mask, suction, intravenous equipment, equipment for maintaining infant temperature and ventilation and blood expanders.

It is operated under the full-time supervision of a licensed doctor of medicine (M.D.) or doctor of osteopathy (D.O.).

It maintains a written agreement with at least one hospital in the area for immediate acceptance of patients who develop complications.

It maintains an adequate medical record for each patient that contains prenatal history, prenatal examination, any laboratory or diagnostic tests and a postpartum summary.

It is expected to discharge or transfer patients within 48 hours following delivery.

A birth center that is part of a hospital, as defined under the Retiree Medical Plan, will be considered a birth center for the purposes of the Retiree Medical Plan.

Company means Schering Corporation and its wholly owned subsidiaries. Covered Dependent means the Eligible Dependent of a Legacy Schering-Plough Retiree enrolled for coverage under the Retiree Medical Plan.

Covered Health Services – Those health services provided for the purpose of preventing, diagnosing or treating a sickness, injury, mental illness, substance abuse, or their symptoms.

A Covered Health Service is a health care service or supply described in the section “What the Retiree Medical Plan Options Cover“ as a Covered Health Service, that is not excluded under that section, including experimental or investigational services and unproven services.

Covered Health Services must be provided while coverage is in effect.

Eligible Dependent means an individual identified on page 9.

Emergency care – Medical care and treatment provided after the sudden onset of a medical condition manifesting itself by acute symptoms, including severe pain, that are severe enough that the lack of immediate medical attention reasonably could be expected to result in any of the following.

The patient’s health would be placed in serious jeopardy.

Bodily function would be seriously impaired.

There would be serious dysfunction of a bodily organ or part.

Emergency care includes immediate mental health/substance abuse treatment when the lack of the treatment reasonably could be expected to result in the patient harming himself or herself and/or other persons.

Experimental, investigational or unproven services – Medical, surgical, diagnostic, psychiatric, substance abuse or other health care services, technologies, supplies, treatments, procedures, drug therapies or devices that, at the time the Retiree Medical Plan administrator makes a determination regarding coverage in a particular case, are determined to be any of the following.


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Not approved by the U.S. Food and Drug Administration (FDA) to be marketed lawfully for the proposed use and not identified in the American Hospital Formulary Service or the United States Pharmacopoeia Dispensing Information as appropriate for the proposed use

Subject to review and approval by any institutional review board for the proposed use

The subject of an ongoing clinical trial that meets the definition of a Phase 1, 2 or 3 clinical trial set forth in the FDA regulations, regardless of whether the trial actually is subject to FDA oversight

Not demonstrated through prevailing peer-reviewed medical literature to be safe and effective for treating or diagnosing the condition or illness for which its use is proposed

The claims administrator may deem an experimental, investigational or unproven service covered under the Retiree Medical Plan for treating a life-threatening illness or condition if the claims administrator determines that the experimental, investigational or unproven service meets the following requirements at the time of the determination.

It is proven to be safe with promising efficacy.

It is provided in a clinically controlled research setting.

It uses a specific research protocol that meets standards equivalent to those defined by the National Institutes of Health.

For the purpose of this definition, the term “life threatening“ is used to describe illnesses or conditions, which are more likely than not to cause death within one year of the date of the request for treatment.

Home health care agency – An agency or organization that provides a program of home health care and that meets one of the following three tests.

It is approved under Medicare.

It is established and operated in accordance with applicable licensing and other laws.

It meets all of the following tests.

It has the primary purpose of providing a home health care delivery system bringing supportive services to the home.

It has a full-time administrator.

It maintains written records of services provided to the patient.

Its staff includes at least one registered graduate nurse (R.N.) or it has nursing care by a registered graduate nurse (R.N.) available.

Its employees are bonded, and it maintains malpractice insurance.

Hospice – An agency that provides counseling and incidental medical services for a terminally ill individual. Room and board may be provided. The agency must meet one of the following three tests.

It is approved by Medicare as a hospice.

It is licensed in accordance with any applicable state laws.


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It meets the following criteria.

It provides service 24 hours a day, 7 days a week.

It is under the direct supervision of a duly qualified physician.

It has a nurse coordinator who is a registered graduate nurse (R.N.) with four years of full-time clinical experience. Two of these years must involve caring for terminally ill patients.

The main purpose of the agency is to provide hospice services.

It has a full-time administrator.

It maintains written records of services given to the patient.

It maintains malpractice insurance coverage.

A hospice that is part of a hospital, as defined under the Retiree Medical Plan, will be considered a hospice for the purposes of the Retiree Medical Plan.

Hospital – An institution that is engaged primarily in providing medical care and treatment of ill and injured persons on an inpatient basis at the patient’s expense and that fully meets one of the following three tests.

It is accredited as a hospital by the Joint Commission on the Accreditation of Healthcare Organizations.

It is approved by Medicare as a hospital.

It meets all of the following tests.

It maintains on-the-premises diagnostic and therapeutic facilities for surgical and medical diagnosis and treatment of ill and injured persons by, or under the supervision of, a staff of duly qualified physicians.

It continuously provides on-the-premises 24-hour-a-day nursing services by, or under the supervision of, registered graduate nurses (R.N.s).

It is operated continuously with organized facilities for operative surgery on the premises.

Legacy Schering-Plough Retirees means union and non-union U.S-based* employees of Schering Corporation and its wholly owned subsidiaries who are or become former union or nonunion U.S.-based* employees of Schering Corporation and its wholly owned subsidiaries and who on the date their employment ends or ended satisfy the requirements for retiree medical and/or retiree life insurance benefits under the Schering Corporation Employees' Benefit Trust. Unless otherwise noted, Legacy Schering-Plough Retirees include Legacy OBS Retirees. *U.S.-based excludes Puerto Rico.

Legacy OBS Retirees means union and non-union U.S.-based* employees of Organon BioSciences (OBS) or an OBS affiliate employed by OBS or an OBS affiliate on November 20, 2007 and who subsequently retire (or retired) from the Company, and who when employment ends (or ended), is eligible for the retiree medical and/or life insurance benefits described in this SPD. *U.S.-based excludes Puerto Rico.


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Licensed counselor – A person who specializes in mental health/substance abuse treatment and is licensed as a Licensed Professional Counselor (L.P.C.) or Licensed Clinical Social Worker (L.C.S.W.) by the appropriate authority.

Medically necessary or medical necessity – Health care services and supplies that are determined by the claims administrator to be medically appropriate, and meet the following requirements.

Necessary to meet the basic health needs of the covered individual

Rendered in the most cost-effective manner and type of setting appropriate for the delivery of the service or supply

Consistent in type, frequency and duration of treatment with scientifically based guidelines that are set by national medical, research or health care coverage organizations or government agencies and that are accepted by the Retiree Medical Plan administrator

Consistent with the diagnosis of the condition

Required for reasons other than the convenience of the covered individual or his or her physician

Demonstrated through prevailing peer-reviewed medical literature to be one of the following

Safe and effective for treating or diagnosing the condition or illness for which the use of the services or supplies is proposed

Safe with the promise to provide an effect

– For treating a life-threatening illness or condition

– In a clinically controlled research setting

– Using a specific research protocol that meets standards consistent with those defined by the National Institutes of Health

The term “life threatening“ is used to describe illnesses or conditions that are more likely than not to cause death within one year of the date the request for treatment was made.

The fact that a physician has performed or prescribed a procedure or treatment or the fact that it may be the only treatment for a particular injury, illness or pregnancy does not mean that it is a medically necessary service or supply as defined above. The definition of medically necessary used in this document relates only to coverage and differs from the way in which a physician, engaged in the practice of medicine, may define medically necessary.

Mental health/substance abuse treatment – Mental health/substance abuse treatment is treatment for both of the following:

Any illness that is identified in the current edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM), including a psychological and/or physiological dependence or addiction to alcohol or psychiatric drugs or medications, regardless of any underlying physical or organic cause;

Any illness where the treatment is primarily the use of psychotherapy or other psychotherapist methods.


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All inpatient services, including room and board, given by a mental health facility or area of a hospital that provides mental health or substance abuse treatment for an illness identified in the DSM, are considered mental health/substance abuse treatment, except in the case of multiple diagnoses.

If there are multiple diagnoses, only the treatment for the illness that is identified in the DSM is considered mental health/substance abuse treatment.

Detoxification services given prior to and independent of a course of psychotherapy or substance abuse treatment are not considered mental health/substance abuse treatment.

Prescription drugs are not considered mental health/substance abuse treatment.

Merck means Merck & Co., Inc. (formerly Schering-Plough Corporation), parent of Schering Corporation.

Nurse-midwife – A person who is licensed or certified to practice as a nurse-midwife and fulfills both of the following requirements

A person licensed by a board of nursing as a registered nurse

A person who has completed a program approved by the state for the preparation of nurse-midwives

Plan means the Schering Corporation Employees' Benefit Trust.

Plan Administrator means Schering Corporation.

Plan Sponsor means Schering Corporation.

Physician – Legally qualified as one of the following

Doctor of Medicine (M.D.)

Doctor of Chiropody (D.P.M.; D.S.C.)

Doctor of Chiropractic (D.C.)

Doctor of Dental Surgery (D.D.S.)

Doctor of Medical Dentistry (D.M.D.)

Doctor of Osteopathy (D.O.)

Doctor of Podiatry (D.P.M.)

Pre-admission tests – Tests performed on a covered individual in a hospital before confinement as a resident inpatient, provided the tests meet all of the following requirements

The tests are related to the performance of scheduled surgery.

The tests have been ordered by a physician after a condition requiring surgery has been diagnosed and hospital admission for surgery has been requested by the physician and confirmed by the hospital.

The covered individual subsequently is admitted to the hospital, or the confinement is canceled or postponed because a hospital bed is unavailable or because there is a change in the covered individual’s condition that precludes the surgery.


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Psychologist – A person who specializes in clinical psychology and fulfills one of the following requirements

A person licensed or certified as a psychologist

A Member or Fellow of the American Psychological Association, if there is no government licensure or certification required

Retiree Life Insurance Plan means the life insurance benefits provided to eligible Legacy Schering-Plough Retirees under the Schering Corporation Employees' Benefit Trust as described in this SPD.

Retiree Medical Plan means the medical benefits provided to eligible Legacy Schering-Plough Retirees under the Schering Corporation Employees' Benefit Trust as described in this SPD.

Room and board – Room, board, general duty nursing, intensive nursing care by whatever name called and any other services regularly furnished by the hospital as a condition of occupancy of the class of accommodations occupied, but not including professional services of physicians nor special nursing services rendered outside of an intensive care unit by whatever name called.

Skilled nursing facility – If the facility is approved by Medicare as a skilled nursing facility, then it is covered by the Retiree Medical Plan.

If the facility is not approved by Medicare, it may be covered if it meets all of the following tests.

It is operated under applicable licensing and other laws.

It is under the supervision of a licensed physician or registered graduate nurse (R.N.) who devotes full time to supervision.

It regularly is engaged in providing room and board and continuously provides 24-hour-a-day skilled nursing care of ill and injured persons at the patient’s expense during the convalescent stage of an injury or illness.

It maintains a daily medical record of each patient who is under the care of a licensed physician.

It is authorized to administer medication to patients on the order of a licensed physician.

It is not, other than incidentally, a home for the aged, the blind or the deaf, a hotel, a domiciliary care home, a maternity home or a home for alcoholics, drug addicts or the mentally ill.

A skilled nursing facility that is part of a hospital, as defined under the Retiree Medical Plan, will be considered a skilled nursing facility for the purposes of the Retiree Medical Plan.


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The information contained herein has been provided by Merck (and its subsidiaries) and is solely the responsibility of Merck (and its subsidiaries).

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