X0303 4 2009-11-03 0000310158 Merck & Co. Inc. MRK 0001238302 KOHAN RAUL E ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889-0100 1 Exe V-P & Pres, Animal Health Common Stock 2009-11-03 4 D 0 24424 0 D 33274 D Common Stock - 401(k) Plan 2009-11-03 4 D 0 2420 0 D 3298 I By 401(k) Phantom Stock 0 2009-11-03 4 D 0 28172 0 D Common Stock 28172 38380 D Stock Option (right to buy) 47.875 2009-11-03 4 D 0 8770 0 D 2000-12-06 2009-12-05 Common Stock 8770 91230 D Stock Option (right to buy) 37.75 2009-11-03 4 D 0 1983 0 D 2001-02-22 2010-02-21 Common Stock 1983 20617 D Stock Option (right to buy) 45.04 2009-11-03 4 D 0 10086 0 D 2001-09-25 2010-09-24 Common Stock 10086 104914 D Stock Option (right to buy) 40.05 2009-11-03 4 D 0 3026 0 D 2002-02-26 2011-02-25 Common Stock 3026 31474 D Stock Option (right to buy) 34.68 2009-11-03 4 D 0 3026 0 D 2003-02-25 2012-02-24 Common Stock 3026 31474 D Stock Option (right to buy) 17.85 2009-11-03 4 D 0 5184 0 D 2004-02-24 2013-02-23 Common Stock 5184 53916 D Stock Option (right to buy) 18.2 2009-11-03 4 D 0 6139 0 D 2005-02-23 2014-02-22 Common Stock 6139 63861 D Stock Option (right to buy) 20.7 2009-11-03 4 D 0 8770 0 D 2006-04-25 2015-04-24 Common Stock 8770 91230 D Stock Option (right to buy) 19.23 2009-11-03 4 D 0 8770 0 D 2007-05-19 2013-05-18 Common Stock 8770 91230 D Stock Option (right to buy) 31.57 2009-11-03 4 D 0 8770 0 D 2008-05-01 2014-04-30 Common Stock 8770 91230 D Stock Option (right to buy) 18.85 2009-11-03 4 D 0 4999 0 D 2009-05-01 2015-04-30 Common Stock 4999 52001 D Stock Option (right to buy) 22.91 2009-11-03 4 D 0 5192 0 D 2010-05-01 2016-04-30 Common Stock 5192 54008 D Pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among, inter alia, Merck & Co., Inc., formerly Schering-Plough Corporation, ("New Merck") and Merck Sharp & Dohme Corp., formerly Merck & Co., Inc., and upon the completion of the transactions contemplated therein (the "Transactions"), each common share of Schering-Plough Corporation common stock was converted into 0.5767 shares of New Merck common stock and $10.50 in cash. Any fractional share holdings were paid in cash pursuant to a formula in the Merger Agreement. In connection with the Transactions, each share held in the Schering-Plough Corporation stock fund prior to the Transactions of Schering-Plough Corporation's 401(k) plan was converted into 0.5767 shares of New Merck common stock and $10.50 in cash. The plan continues following the Transactions and both the shares and cash will remain in the plan until such time as a disposition is made to the reporting person under the terms of the plan. Each unit was the economic equivalent of one share of Schering-Plough Corporation common stock. In connection with the Transactions, each share held in the Schering-Plough Corporation stock fund prior to the Transactions of Schering-Plough Corporation's Savings Advantage Plan was converted into 0.5767 shares of New Merck common stock and $10.50 in cash. The plan continues following the Transactions and both the shares and cash will remain in the plan until such time as a disposition is made to the reporting person under the terms of the plan. The option price for the grant expiring 12/05/09 will convert from $47.875 to $52.48. The option vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Certain options vested in connection with the closing of the Transactions. Following the Transactions, options continue pursuant to the same terms as were applicable prior to the Transactions. Pursuant to the Merger Agreement, upon the closing of the Transactions, the option was converted into an option to purchase common shares of New Merck in accordance with the exchange ratio set forth in the Merger Agreement, including an adjustment to the number of shares underlying the option and the option's exercise price. The option price for the grant expiring 2/21/10 will convert from $37.75 to $41.38. The option price for the grant expiring 9/24/10 will convert from $45.04 to $49.37. The option price for the grant expiring 2/25/11 will convert from $40.05 to $43.90. The option price for the grant expiring 2/24/12 will convert from $34.68 to $38.01. The option price for the grant expiring 2/23/13 will convert from $17.85 to $19.57. The option price for the grant expiring 2/22/14 will convert from $18.20 to $19.95. The option price for the grant expiring 4/24/15 will convert from $20.70 to $22.69. The option price for the grant expiring 5/18/13 will convert from $19.23 to $21.08. The option price for the grant expiring 4/30/14 will convert from $31.57 to $34.60. The option price for the grant expiring 4/30/15 will convert from $18.85 to $20.66. The option price for the grant expiring 4/30/16 will convert from $22.91 to $25.11. kohanpoa.TXT Debra A. Bollwage as Attorney-in-Fact for Raul E. Kohan 2009-11-06