Schering-Plough Corporation Savings Advantage Plan (amended and restated as of January 1, 2008)

Exhibit 10(k)

Schering-Plough Corporation

(amended and restated as of January 1, 2008)

Schering-Plough Corporation
Savings Advantage Plan

Table of Contents

PURPOSE

     The Schering-Plough Corporation Savings Advantage Plan (the “Plan”) is intended to attract and retain qualified individuals to serve as officers and managers of Schering-Plough Corporation and its affiliates by providing a select group of the Company’s management and highly compensated employees with the ability to defer the receipt of a portion of their compensation. The Plan is effective as of January 1, 2004. The Plan has been subsequently amended and restated, effective January 1, 2008.

ARTICLE 1
DEFINITIONS

     When used in this Plan and initially capitalized, the following words and phrases shall have the meanings indicated below:

     1.01 Account . “Account” means the sum of a Participant’s Employer Contribution Account, Non-Qualified Defined Benefit Plan Rollover Account, Non-Qualified Defined Contribution Plan Rollover Account, Prior Plan Stock Rollover Account, Cash LTIP Rollover Account, Performance Plan Rollover Account, and Elective Deferral Account.

     1.02 Base Compensation Elective Deferral Credit . “Base Compensation Elective Deferral Credit” means the amount of Compensation (other than Bonus) that a Participant elects to defer under the Plan pursuant to Section 3.02, and which the Employer credits to the Participant’s Elective Deferral Account.

     1.03 Base Salary . “Base Salary” means that portion of an Eligible Employee’s Compensation that represents his or her annual rate of pay (not including Bonus) prior to any reduction for amounts deferred by the Eligible Employee pursuant to the Savings Plan or Section 125 or 132(f)(4) of the Code, or pursuant to this Plan or any other non-qualified plan that permits the voluntary deferral of compensation.

     1.04 Beneficiary . “Beneficiary” means the person, persons, or entity designated by the Participant pursuant to Article VI to receive any benefits payable under the Plan after the Participant’s death.

     1.05 Board . “Board” means the Board of Directors of the Company.

     1.06 Bonus . “Bonus” means any regular, recurring bonus payable to an Eligible Employee from one of the Company’s annual incentive plans prior to any reduction for any amounts deferred by the Participant under the Savings Plan or Section 125 or 132(f)(4) of the Code, or pursuant to this Plan or any other non-qualified plan that permits the voluntary deferral of compensation. The term Bonus only applies to amounts that are deemed performance-based in accordance with Section 409A of the Code.

     1.07 Bonus Elective Deferral Credits . “Bonus Elective Deferral Credits” means the amount of Bonus that a Participant elects to defer under the Plan pursuant to Section 3.03, and which the Employer credits to the Participant’s Elective Deferral Account.

     1.08 Bonus Eligible Employee . “Bonus Eligible Employee” means any highly compensated or management employee of an Employer who is paid on the Company’s U.S. payroll, who normally works within the U.S., and whose Base Salary from his or her Employer equals or exceeds $230,000 (or such other limit as set forth pursuant to Section 401(a)(17) of the Code) as of April 15 of the calendar year in which the Bonus is earned.

     1.09 Cash LTIP . “Cash LTIP” means the Company’s Cash Long-Term Incentive Plan, as amended from time to time.

     1.10 Cash LTIP Rollover Account . “Cash LTIP Rollover Account” means the account maintained for the purpose of recording Cash LTIP Rollover Credits and the amount of deemed investment earnings credited thereto pursuant to Article IV.

     1.11 Cash LTIP Rollover Credits . “Cash LTIP Rollover Credits” means the amount that becomes distributable to a Participant under the Cash LTIP that is automatically deferred under the Plan pursuant to Section 3.04(d).

     1.12 Change in Control . “Change in Control” means a Change of Control as defined in the Company’s 2006 Stock Incentive Plan or any successor to such plan.

     1.13 Code . “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     1.14 Committee . “Committee” means the Global Benefits and Compensation Oversight Committee of Schering-Plough Corporation or its delegate.

     1.15 Company . “Company” means the Schering-Plough Corporation, a New Jersey corporation, and any successor thereto.

     1.16 Compensation . “Compensation” has the same meaning as set forth in the Savings Plan without regard to any limitation thereon imposed by Section 401(a)(17) of the Code and without deducting any amounts deferred under this Plan. Notwithstanding the foregoing, for purposes of calculating the Employer Contribution Credit, Compensation also includes Base Compensation Elective Deferral Credits and the Bonus Elective Deferral Credits.

     1.17 Covered Employee . “Covered Employee” means with respect to a particular calendar year, a covered employee as defined in Treasury regulation Section 1.162-27(c)(2) or any replacement regulation thereof. At the time of the adoption of this Plan, this includes any individual who, as of the last day of the Company’s taxable year, is the Chief Executive Officer or one of the four highest compensated officers (other than the Chief Executive Officer) as determined under the Securities Exchange Act of 1934, as amended.

     1.18 Deferral Election . “Deferral Election” means the written election made by a Participant to defer Compensation pursuant to Article III.

     1.19 Disability . “Disability” means any condition in which the Participant is considered Disabled as defined in Section 409A of the Code.

     1.20 Elective Deferral Account . “Elective Deferral Account” means the account maintained on the books of the Employer for the purpose of accounting for the Base Compensation Elective Deferral Credits and Bonus Elective Deferral Credits that a Participant elects to defer under the Plan, and for the amount of deemed investment return credited thereto pursuant to Article IV.

     1.21 Eligible Employee . “Eligible Employee” means any employee who is a Salary Eligible Employee, a Bonus Eligible Employee, or an Expatriate Employee.

     1.22 Employer . “Employer” means, with respect to a Participant, the Company or the Selected Affiliate that pays such Participant’s Compensation.

     1.23 Employer Contribution Account . “Employer Contribution Account” means the account maintained on the books of the Employer for the purpose of accounting for the Employer Contribution Credits that are credited to a Participant pursuant to Section 3.01 of the Plan, and for the amount of deemed investment return credited thereto pursuant to Article IV.

     1.24 Employer Contribution Credit . “Employer Contribution Credit” means the amount credited to a Participant’s Employer Contribution Account pursuant to Section 3.01.

     1.25 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.26 Expatriated Employee . “Expatriated Employee” means an employee who receives Compensation from an Employer, but does not meet the definition of a Salary Eligible Employee or a Bonus Eligible Employee only because he or she either is not paid on the Company’s U.S. payroll or normally works outside the U.S.

     1.27 Hardship Withdrawal . “Hardship Withdrawal” has the meaning set forth in Section 5.05.

     1.28 Investment Committee . “Investment Committee” means the Investment Committee of Schering-Plough Corporation.

     1.29 Investment Return Rate . “Investment Return Rate” means:

     (a) In the case of an investment named in Exhibit A of a fixed income nature, the interest deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the Savings Plan;

     (b) In the case of an investment named in Exhibit A of an equity investment nature, the increase or decrease in deemed value and dividends deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the Savings Plan; or

     (c) In the case of the Common Stock Investment Option, the increase or decrease in the deemed value, and the reinvestment in the Schering-Plough Corporation Common Stock of

any dividends deemed to be credited, as determined in accordance with the procedures established by the Investment Committee.

     1.30 Non-Qualified Defined Benefit Plan Rollover Account . “Non-Qualified Defined Benefit Plan Rollover Account” means the account maintained on the books of the Employer for the purpose of accounting for the Non-Qualified Defined Benefit Plan Rollover Credits that are credited to a Participant pursuant to Section 3.04(a) of the Plan, and for the amount of deemed investment return credited thereto pursuant to Article IV.

     1.31 Non-Qualified Defined Benefit Plan Rollover Credit . “Non-Qualified Defined Benefit Plan Rollover Credit” means the amount that becomes distributable to a Participant under the Company’s non-qualified defined benefit plan that the is automatically deferred pursuant to Section 3.04(a) of the Plan.

     1.32 Non-Qualified Defined Contribution Plan Rollover Account . “Non-Qualified Defined Contribution Plan Rollover Account” means the account maintained on the books of the Employer for the purpose of accounting for the Non-Qualified Defined Contribution Credits that are credited to a Participant pursuant to Section 3.04(b) of the Plan, and for the amount of deemed investment return credited thereto pursuant to Article IV.

     1.33 Open Enrollment Period . “Open Enrollment Period” means the period or periods established by the Company in any calendar year for making various elections described in the Plan that affect the rights of Participants and Beneficiaries with respect to subsequent periods.

     1.34 Participant . “Participant” means an Eligible Employee who elects to participate by executing and delivering any agreements required by the Committee in order to participate in the Plan.

     1.35 Performance Plan . “Performance Plan” means the Company’s Long-Term Performance Share Unit Incentive Plan, as amended from time to time.

     1.36 Performance Plan Rollover Account . “Performance Plan Rollover Account” means the account maintained for the purpose of recording Performance Plan Rollover Credits and the amount of deemed investment return credited thereto pursuant to Article IV.

     1.37 Performance Plan Rollover Credit . “Performance Plan Rollover Credit” means the amount that becomes distributable to a Participant under the Performance Plan that is automatically deferred under the Plan pursuant to Section 3.04(e).

     1.38 Plan . “Plan” means the Schering-Plough Corporation Savings Advantage Plan, as amended from time to time.

     1.39 Plan Sponsor . “Plan Sponsor” means Schering Corporation.

     1.40 Plan Year . “Plan Year” means a twelve-month period commencing January 1 and ending the following December 31.

     1.41 Prior Plan Stock Rollover Account . “Prior Plan Stock Rollover Account” means the account maintained on the books of the Employer for the purpose of accounting for the amounts under the Company’s Transformational Program that is automatically deferred pursuant to Section 3.04(c) of the Plan, and for the amount of deemed investment return credited thereto pursuant to Article IV.

     1.42 Prior Plan Stock Rollover Credit . “Prior Plan Stock Rollover Credit” means the amount that becomes distributable to a Participant under the Company’s Transformational Program that is automatically deferred under the Plan pursuant to Section 3.04(c) of the Plan.

     1.43 Salary Eligible Employee . “Salary Eligible Employee” means any highly compensated or management employee of an Employer who is paid on the Company’s U.S. payroll, who normally works within the U.S., and whose Base Salary and target incentive bonus from his or her Employer equals or exceeds $220,000 (or such other limit as set forth pursuant to Section 401(a)(17) of the Code) as of October 15 of the prior year (or, in the case of a newly hired employee, as of his or her employment commencement date).

     1.44 Savings Plan . “Savings Plan” means the Schering-Plough Employees’ Savings Plan, as amended from time to time, or any successor thereto.

     1.45 Specified Employee . “Specified Employee” means a specified employee as defined in Section 409A of the Code and Treasury regulations thereunder and as determined in accordance with rules established and uniformly applied by the Committee in accordance with Section 409A of the Code.

     1.46 Transformational Program . “Transformational Program” means the Company’s Transformational Performance Contingent Shares Program, as amended from time to time.

     1.47 Value . “Value” means, with respect to any applicable date, the fair market value determined by the Investment Committee as of the previous Valuation Date.

     1.48 Valuation Date . “Valuation Date” means a date on which the amount of a Participant’s Account is valued as provided in Article IV. The Valuation Date shall be each trading day under the applicable market or exchange or on any date on which a net asset value is calculated by the Plan’s third party administrator with respect to the applicable investment.

ARTICLE 2
ELIGIBILITY AND PARTICIPATION

     2.01 Eligibility .

     (a)  2004 Employer Contribution Credits . Any Eligible Employee whose Compensation exceeds $205,000 during 2004 shall be eligible to receive Employer Contribution Credits to his or her Employer Contribution Account in accordance with Section 3.01 below for the 2004 Plan Year.

     (b)  2005 and Later Employer Contribution Credits . Any person who is an Eligible Employee with respect to the 2005 Plan Year or a later Plan Year shall be eligible to receive Employer Contribution Credits to his or her Employer Contribution Account for that Plan Year in accordance with Section 3.01 below after his or her Compensation exceeds the applicable Section 401(a)(17) limit for that year.

     (c)  2005 and Later Base Compensation Deferrals . Any person who is a Salary Eligible Employee with respect to the 2005 Plan Year or a later Plan Year shall be eligible to elect to defer a portion of his or her Compensation (not including Bonus) payable in such year in accordance with Section 3.02 below. Any such election must be made during the Company’s applicable Open Enrollment Period that precedes the year in which the deferrals are to be made, provided, however that Eligible Employees hired during 2005 or a later Plan Year may make such an election at any time within 30 days after their date of hire. An election made by a Participant within the 30 days after his or her date of hire shall apply only to Compensation that has been earned after such election has been made.

     (d)  2005 Bonus Deferrals . Any person who is a Bonus Eligible Employee with respect to the 2005 Plan Year shall be eligible to elect to defer a portion of his or her Bonus that is payable in 2005 in accordance with Section 3.03 below. Any such election must be made during the period from April 23, 2004 until May 28, 2004, provided, however that Bonus Eligible Employees hired during 2004 may make such an election at any time within 30 days after their date of eligibility to participate in the Plan. An election made by a Participant within the 30 days after his or her date of hire shall apply only to a Bonus (or portion of a Bonus) that has been earned after such election has been made.

     (e)  2006 and Later Bonus Deferrals . Any person who is a Bonus Eligible Employee with respect to the 2006 Plan Year or a later Plan Year shall be eligible to elect to defer a portion of his or her Bonus that is payable in 2006 or such later Plan Year, as applicable. Any such election must be made during the applicable Open Enrollment Period to be completed not later than six months into the Plan Year in which such Bonus is earned, provided, however that Bonus Eligible Employees hired during any such Plan Year may make an election to defer their Bonus that is payable in the following year at any time within 30 days after their date of hire. An election made by a Participant within the 30 days after his or her date of hire shall apply only to a Bonus (or portion of a Bonus) that has been earned after such election has been made.

     2.02 Participation . Notwithstanding anything herein to the contrary, Participation in the Plan shall be limited to Eligible Employees who elect to participate in the Plan by executing and filing the appropriate documentation required by the Committee, if any.

ARTICLE 3
DEFERRAL OF COMPENSATION

     3.01 Employer Contribution Credits . With respect to each Plan Year, the Employer shall credit Employer Contribution Credits to the Employer Contribution Account of each Eligible Employee who satisfies the requirements of Section 2.01(a) or (b), as applicable. The amount of the Employer Contribution Credits shall be equal to five percent of such Eligible Employee’s Compensation for the Plan Year that exceeds the lower of (a) $230,000 or such other

limit as set forth in Section 401(a)(17) of the Code for that year and (b) the Participant’s compensation applicable under the Savings Plan. Employer Contribution Credits shall be credited to the Participant’s Account on the same date on which the related employer contributions are made to the Savings Plan or such other date as the Committee shall determine.

     3.02 Base Compensation Elective Deferral Credits . With respect to each Plan Year beginning on or after January 1, 2005, an Eligible Employee who satisfies the requirements of Section 2.01(c) may elect to defer a up to 80% of his or her Compensation (excluding Bonus) in 1% increments by filing a complete and timely Deferral Election with the Committee. Any such election must be made during the Company’s Open Enrollment Period that precedes the year in which the Compensation being deferred is otherwise payable, provided, however that Eligible Employees hired during a 2005 or later Plan Year may make such an election at any time within 30 days after their date of hire. An election made by a Participant within the 30 days after his or her date of hire shall apply only to Compensation that has been earned after such election has been made. A Participant may change the percentage of his or her Compensation to be deferred by filing a new Deferral Election with the Committee during the Company’s Open Enrollment Period or at such other time as the Committee shall permit. Any such change shall be effective as of the first day of the Plan Year immediately following the Plan Year in which such Deferral Election is filed with the Committee. Base Compensation Elective Deferral Credits shall be credited to the Participant’s Account on the same date for each pay period on which elective deferrals for the same pay period are generally contributed to the Savings Plan or such other date as the Committee shall determine. Notwithstanding anything herein to the contrary, the Committee may reduce the percentage of Compensation that the Participant elects to defer if the Committee believes that the percentage elected by the Participant is likely to result in a negative balance in the Participant’s pay in any pay period after considering all applicable deductions (including garnishments).

     3.03 Bonus Elective Deferral Credits . With respect to each Plan Year beginning on or after January 1, 2005, a Bonus Eligible Employee who satisfies the requirements of Section 2.01(d) or (e), as applicable, may elect to defer up to 100% of his or her Bonus (in 1% increments) by filing a complete and timely Deferral Election with the Committee. Any such election with respect to a Bonus payable in 2005 must be made during the period from April 23, 2004 until May 28, 2004, provided, however that Bonus Eligible Employees hired during 2004 may make such an election at any time within 30 days after their date of first becoming eligible to participate in the Plan. An election made by a Participant within the 30 days after his or her date of hire shall apply only to a Bonus that has been earned after such election has been made. Any such election with respect to a Bonus payable in 2006 or any year thereafter must be made during the Open Enrollment Period to be completed not later than six months into the calendar year in which the Bonus is earned, provided, however that Bonus Eligible Employees hired during any year may make an election at any time within 30 days after their date of hire to defer the Bonus. An election made by a Participant within the 30 days after his or her date of hire shall apply only to a Bonus that has been earned after such election has been made. Unless modified in accordance with the terms of the Plan, such an election shall apply to the first regular, recurring bonus to which the employee is entitled after his or her date of hire and any subsequent bonus thereafter. Bonus Elective Deferral Credits shall be credited to the Participant’s Account as soon as administratively practicable following the date that such Bonuses are otherwise payable from the applicable incentive plan. Notwithstanding anything

herein to the contrary, the Committee may reduce the percentage of Bonus deferrals elected by the Participant if the Committee believes that the percentage elected by the Participant is likely to result in a negative balance in the Participant’s pay in any pay period after considering all applicable deductions (including garnishments).

     3.04 Deferrals of Distributions from Non-Qualified Defined Benefit and Defined Contribution Plans . Any deferral made pursuant to this Section 3.04 must be made at least twelve months prior to the first scheduled payment under the transferor plan. In addition, no payment previously scheduled under a transferor plan may be accelerated. Also, a Participant cannot receive any payments of the transferred amounts for a period of at least five years from the date that the distribution was originally scheduled to be made under the terms of the transferor plan. Notwithstanding the preceding sentence, if a Participant has made or makes an election pursuant to this Section 3.04 prior to January 1, 2007, he or she will be permitted to make a special one-time only election regarding the form and timing of his or her Non-Qualified Defined Benefit Plan Rollover Credits. Such special one-time election shall be effective regardless of whether it complies with the five-year delay requirement. To the extent that any payroll taxes become due as a result of any election under this Section 3.04, such taxes, together with federal and state income taxes thereon, shall be paid by the Company and shall reduce the applicable Account accordingly, to the extent permissible by law without resulting in adverse current income tax consequences to the Participants.

     (a)  Non-Qualified Defined Benefit Plan Rollover Credits . To the extent permitted by the Committee, Eligible Employees who participate in the Company’s Supplemental Executive Retirement Plan (the “SERP”) or the Company’s Retirement Benefits Equalization Plan (“RBEP”) may elect to defer under this Plan the actuarial single sum present value of benefits (determined in the manner established by the Committee) that become payable under the SERP or the RBEP. Notwithstanding the forgoing, any Participant who makes such an election with respect to the SERP shall automatically be deemed to make such and election with respect to any benefits to which he or she is entitled under the RBEP. Once the deferral referenced in this paragraph becomes effective, (i) any amounts deferred pursuant to this paragraph shall be deemed to be invested in this Plan in accordance with the Participant’s latest effective elections applicable to new contributions; and (ii) any such deferrals shall be subject to the terms and conditions of this Plan (including those terms governing distribution, withdrawal, and deemed investment) and shall not be subject to the terms and conditions of, or payable from, the plan pursuant to which such amounts were originally maintained.

     (b)  Non-Qualified Defined Contribution Plan Rollover Credits . Eligible Employees who participate in any 162(m) Deferred Compensation plans of the Company automatically shall have any amounts deferred under such plan governed by the terms of this Plan with regard to a