Retirement Benefits Equalization Plan

Exhibit 10(l) SCHERING-PLOUGH RETIREMENT BENEFITS EQUALIZATION PLAN (as amended and restated as of January 1, 2005) I. Purpose of Plan The purpose of this Plan is to provide a means of equalizing the benefits of those employees participating in the Schering-Plough Corporation Retirement Plan (the " Retirement Plan" ) whose benefits under the Retirement Plan are or will be limited by application of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986 or as subsequently amended (the " Code" ). II. Administration of the Plan The Plan shall be administered by the Secretary of Schering- Plough Corporation, and all questions arising in connection with the Plan shall be determined by the Compensation Committee of Schering-Plough Corporation (the " Committee" ). The Secretary and the Committee may employ and rely upon such legal counsel, such actuaries, such accountants, and such agents as they may deem advisable. Decisions of the Committee shall be conclusive and binding upon all persons. Except as otherwise provided in paragraph 4 of Section VI, the Committee may delegate in writing part or all of its authority under this Plan to such party or parties as it may deem necessary or appropriate. III. Participation in the Plan All members of the Retirement Plan shall be eligible to participate in this Plan whenever their compensation or benefits under the Retirement Plan as from time to time in effect would exceed the limitations on eligible compensation and/or benefits imposed by Sections 401 and 415 of the Code, respectively. IV. Compensation and Benefit Limitations For purposes of this Plan and the Retirement Plan, the limitations on eligible compensation under Section 401(a)(17) of the Code shall be deemed to be reached when a participant' s eligible compensation under the Retirement Plan, commencing January 1, 2005, exceeds $210,000 or such other amount as the Secretary of the Treasury shall pronounce. The limitations imposed by Section 415 of the Code shall be deemed to be reached when the benefits otherwise payable to the participant in the Retirement Plan for a given plan year would exceed the maximum allowable under the Code. The limitations imposed by Section 401(a)(4) shall be deemed to be reached to the extent that any participant' s benefit in the Retirement Plan is reduced by virtue of the application of the nondiscrimination testing to definition of compensation under the Retirement Plan or to the Voluntary Early Retirement Program under the Retirement Plan.


V. Equalized Benefits 1. Each eligible member of the Retirement Plan and his beneficiaries shall receive a supplemental pension benefit equal to the benefit which would have been payable to them under the Retirement Plan, without regard for any provision therein incorporating limitations imposed by Sections 401 and 415 of the Code, to the extent that such benefit otherwise payable under the Retirement Plan exceeds the benefit limitations as described in Section IV of this Plan. Except as otherwise set forth below, such supplemental pension benefits shall be payable in accordance with all the terms and conditions applicable to the member' s benefits under the Retirement Plan, including whatever optional benefits he may have elected. Notwithstanding the foregoing, the benefit of any Pilot under this Plan shall be reduced, but not below zero, by the benefit payable to such Pilot under the Pilots' Retirement Plan. In addition, for purposes of determining the supplemental pension benefit under this Plan only for a Participant who also participates in the Schering-Plough Corporation Supplemental Executive Retirement Plan (the " SERP" ), the following definition of " Average Final Compensation" shall be used to calculate a participant' s benefit under the Retirement Plan:"' Average Final Compensation' means the average annual Compensation of a Member during the 60 consecutive months in the last 120 or fewer months of his or her Benefit Service affording the highest such average, or during all of the months of his or her Benefit Service if less than 60 months; provided, however, that individual components of Compensation as in effect on any given date shall be treated as if they were in effect for each of the preceding 120 months considered in this calculation." 2. Notwithstanding Section V.1 of this Plan, a participant or former participant who ...