MERCK & CO., INC. SUPPLEMENTAL RETIREMENT PLAN As Amended and Restated effective January 1, 2009

Exhibit 10.16

MERCK & CO., INC.
SUPPLEMENTAL RETIREMENT PLAN
As Amended and Restated effective January 1, 2009

TABLE OF CONTENTS

MERCK & CO., INC.
SUPPLEMENTAL RETIREMENT PLAN

I. PURPOSE

1.1 The Merck & Co., Inc. Supplemental Retirement Plan (the “Plan”) is intended to provide additional benefits to executive participants in the Merck & Co., Inc. Retirement Plan for Salaried Employees (the “Qualified Plan”) as follows: (i) benefits not payable by the Qualified Plan because of the limitations on benefits payable from the Qualified Plan set forth in Sections 415 and/or 401(a)(17) of the Internal Revenue Code of 1986, as amended, (ii) benefits not payable by such Qualified Plan because of the exclusion of deferred compensation from the Qualified Plan, (iii) a minimum aggregate benefit for the incumbents at time of actual retirement in positions designated as bona fide executive or high policymaking under the Company’s Corporate Policy on Executive Retirement, and (iv) an enhanced benefit for certain of such individuals who have held such positions prior to January 1, 1995.

II. DEFINITIONS

2.1 “ADEA-Exempt Employee” means an Employee who occupies a position designated as “bona fide executive” or “high policy making” under the Company’s Corporate Policy on Executive Retirement.

2.2 “Basic Supplemental Benefit” means the benefit described in Section 3.1 and 3.2 hereof.

2.3 “Beneficiary” means the individual, individuals or entity entitled to receive a death or survivor benefit under the Qualified Plan or pursuant to Section 4.2.

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

2.5 “Committee” means the U.S. Compensation and Benefits Committee of the Company, a management committee appointed by the Compensation and Benefits Committee of the Board of Directors of the Company.

2.6 “Company” means Merck & Co., Inc. or any successor thereto.

2.7 “Compensation” means compensation as defined in the Qualified Plan; provided, however, that if an Employee defers, or if there is a mandatory deferral of, all or any portion of an award under an Incentive Plan in any year, such deferred amount will be included in Compensation for such year, notwithstanding any subsequent forfeiture.

2.8 “Credited Service” means credited service as defined in the Qualified Plan.

2.9 “Director” means the Global Benefits Leader or the successor thereto.

2.10 “Employee” means an employee of the Company or its subsidiaries who is a participant in the Qualified Plan. The following are not “Employees”: any person who (1) is an independent contractor for the Company or its Affiliates; (2) agrees or has agreed that he or she is an independent contractor for the Company; (3) has an agreement or understanding with the Company or its Affiliates that such person is not an Employee, even if that person previously has been an Employee; (4) is employed by a temporary or other employment agency, regardless of the amount of control, supervision or training provided by the Company or its Affiliates or (5) is a leased employee (as defined in Section 414(n) of the Code). The foregoing exclusion applies even if a court, agency or other authority rules that the person happens to be a common law employee of the Company or its Affiliates. “Employee” also excludes individuals who are included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers; provided, however, that such an employee may be an eligible employee during the period he or she is not covered by covered by a collective bargaining agreement and during which he or she participates in the Qualified Plan.

2.11 “Enhanced Credited Service” means credited service as defined in Section 3.3.

2.12 “Enhanced Supplemental Benefit” means the benefit described in Section 3.3.

2.13 “Incentive Plan” means the Merck & Co., Inc. Annual Incentive Plan, Executive Incentive Plan, Subsidiary Incentive Plan, Calgon Vestal Annual Incentive Plan or Kelco Annual Incentive Plan.

2.14 “Participant” means an Employee who has a benefit under this Plan.

2.15 “Plan” means the Merck & Co., Inc. Supplemental Retirement Plan as amended from time to time.

2.16 “Post-2004 Accruals” means benefits that accrued or will accrue (within the meaning of Section 409A of the Code) under the Plan on or after January 1, 2005

2.17 “Pre-2005 Accruals” means benefits that accrued (within the meaning of Section 409A of the Code) under the Plan on or before December 31, 2004

2.18 “Prior Benefit” means the benefit described in Section 3.3.

2.19 “Qualified Plan” means the Retirement Plan for the Salaried Employees of Merck & Co., Inc. as in effect from time to time.

2.20 “Supplemental Benefits” means the benefits provided for pursuant to Article III.

III. BENEFITS PAYABLE UNDER THIS PLAN

3.1. An Employee will be entitled to a Basic Supplemental Benefit in an amount equal to the excess of (a) over (b) where:

     (a) is the benefit which would have been paid to such Employee (or his/her Beneficiary) under the Qualified Plan if the provisions were administered (1) without regard to the limitations set forth in Section 415 and/or Section 401(a)(17) of the Code, and (2) as if the definition of Compensation set forth herein was substituted for the definition of compensation in the Qualified Plan; and

     (b) is the benefit which is payable to such Employee (or his/her Beneficiary) under the Qualified Plan.

3.2 An Employee who, at time of termination of employment or death,

     (a) is an ADEA-Exempt Employee and

     (b) in the case of termination of employment prior to normal retirement date, has had, immediately prior to such retirement, at least ten years of Credited Service,

will be entitled at normal retirement date to a Basic Supplemental Benefit in an amount equal to the excess, if any, of $50,000 per year, on a life income basis, over the benefit which is payable to such Employee (or his/her Beneficiary) under the Qualified Plan and any other provision of this Plan. In the case of early or disability retirement or death prior to normal retirement date, such benefit will be reduced, prior to any reduction set forth in Section 4.1 below, by multiplying $50,000 by a fraction the numerator of which is such Employee’s years of Credited Service as of the date of such early or disability retirement or death and the denominator of which will be such Employee’s years of Credited Service assuming he/she terminated employment with the Company or an affiliate on his/her normal retirement date.

3.3 ADEA-Exempt Employees who are such Employees on or after March 1, 1988 and who are mandatorily retired at normal retirement date will be entitled to an Enhanced Supplemental Benefit determined as follows:

     (a) for each month of Credited Service earned under the Qualified Plan by an ADEA-Exempt Employee prior to or during the period in which such Employee is an ADEA-Exempt Employee, such Employee will be granted an additional month of Credited Service, up to an aggregate maximum of 35 years, such additional Credited Service constituting the Enhanced Credited Service for such Employee;

     (b) such Employee’s Basic Supplemental Benefit will be determined using the formula set forth in Section 3.1 above and as if the definition of Enhanced Credited Service set forth above were substituted for the definition of Credited Service in the Qualified Plan; the resulting increased benefit, less such Employee’s Basic Supplemental Benefit, and the benefit payable to such Employee under the Qualified Plan, will then be reduced by any other benefit paid or payable to such Employee under any other retirement plan, except for any retirement plan sponsored in whole or in part by the Company or any of its affiliates, in which he or she has ever participated regardless of the nature of the sponsor (including, without limitation, government-sponsored plans) (the “Prior Benefit”). The resulting amount will be such Employee’s Enhanced Supplemental Benefit. All benefit amounts used in determining the Enhanced Supplemental Benefit will be determined by the Company on a

lump-sum basis utilizing the actuarial and interest rate assumptions employed as of the date of retirement by the Qualified Plan, or, in the case of a Prior Benefit previously distributed to an Employee, using such other interest rates as the Company deems appropriate under the circumstances;

     (c) subject to Section 3.3(d), such Employee will have a non-forfeitable right to the Enhanced Supplemental Benefit at such time as he or she has a non-forfeitable right to a benefit under the Qualified Plan;

     (d) at such time as any Employee becomes an ADEA-Exempt Employee, he or she will promptly provide the Company with confirmation, in such detail as may from time to time be required by the Company, of the nature and amount of any Prior Benefit. The Company may establish such rules and regulations as it deems appropriate in confirming the existence, nature and terms of payments of any such Prior Benefit. Failure of an Employee to comply with such rules and regulations or any other Company requests in this regard will result in forfeiture of the Enhanced Supplemental Benefit. The Company will determine whether any plan in which an Employee has participated is a plan providing a Prior Benefit and will determine the amount thereof and its decisions will be final and binding in all respects.

     (e) Enhanced Credited Service will be used only to calculate an Employee’s Enhanced Supplemental Benefit as described above and not for any other purpose under this Plan or the Qualified Plan.

     (f) In the case of the early or disability retirement or death prior to normal retirement date of an ADEA-Exempt Employee who would have been eligible for an Enhanced Supplemental Benefit upon retirement on his or her normal retirement date, an Enhanced Supplemental Benefit will only be payable with the consent of the Compensation and Benefits Committee of the Board of Directors of the Company.

     (g) Effective January 1, 1995, there will be no further accruals under the Enhanced Supplemental Benefit provisions of this Plan, except that those individuals listed on Exhibit One hereto will continue such accruals under the terms and conditions set forth in this Section.

IV. PAYMENT OF BENEFITS

4.1 With respect to Pre-2005 Accruals, the payment of Supplemental Benefits hereunder will be governed by the terms of the Qualified Plan, including but not limited to actuarial or other reductions relative to termination of employment or early retirement, and any applicable elections thereunder, with respect to date of commencement, form of benefit, payments in the event of death, vesting, and any other term, condition or election applicable to such benefits.

4.2 Section 4.1 notwithstanding, with respect to Pre-2005 Accruals,

     (a) An Employee who elects a lump-sum payment under the Qualified Plan may elect to receive his/her Supplemental Benefits in any other form allowed under the Qualified

Plan. Any such election must be made no later than the end of the calendar year preceding the year in which the Employee “Retires” (that is, the year of his or her Annuity Starting Date for the Qualified Plan); provided, however , that for elections made after 2008, such election shall not become effective before the first anniversary of the date it is received by the Company. In the event a Participant makes such an election, he/she will designate a Beneficiary to receive any death or survivor benefit which may become payable hereunder.

     (b) An Employee who is prohibited from electing a form of benefit under the Qualified Plan because spousal consent has not been obtained, as required under Section 417(a)(2)(A) of the Code, may elect to receive his/her Supplemental Benefit in any other form allowed under the Qualified Plan. Any such election must be made no later than the end of the calendar year preceding the year in which the Employee Retires; provided, however , that for elections made after 2008, such election shall not become effective before the first anniversary of the date it is received by the Company. In the event a Participant makes such an election, he/she will designate a Beneficiary to receive any death or survivor benefit which may become payable hereunder.

     (c) Any Employee eligible to make an election under paragraphs (a) or (b) of this Section may elect a lump sum under this Plan to be paid on the first of January following the Employee’s Normal Retirement Date regardless of whether the employee dies before that date, and the amount of the lump sum