Retirement Benefits Equalization Plan

Exhibit 10 (m) SCHERING-PLOUGH RETIREMENT BENEFITS EQUALIZATION PLAN (As Amended and Restated to January 1, 2008) 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 (" ERISA" ) 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 (the " Company" ) or its delegate (the " Secretary" ), and all questions arising in connection with the Plan shall be determined by the Compensation Committee of Schering-Plough Corporation or its delegate (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. 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 become Participants in this Plan whenever their compensation or benefits under the Retirement Plan as from time to time in effect 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, 2008, exceeds $230,000 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 applicable nondiscrimination testing to the Participant' s benefits under the Retirement Plan or to a voluntary early retirement program (or any similar program) under the Retirement Plan. V. Amount of Supplemental Benefits Each eligible member of the Retirement Plan and his or her beneficiaries shall receive a supplemental pension benefit (a " Supplemental 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 Section 401 or 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. For purposes of the preceding sentence, and solely with respect to a


Participant who also participates in the Schering-Plough Supplemental Executive Retirement Plan (the " SERP" ), the benefit which would have been payable to such eligible member under the Retirement Plan without regard to the aforesaid limitations shall be calculated by substituting the eligible member' s " Earnings" under the SERP for his or her " Compensation" under the Retirement Plan for periods prior to the eligible member' s " Separation from Executive Service" under the SERP. Notwithstanding the foregoing, the benefit of any Participant in the Pilots' and Chauffeurs' Supplemental Retirement Plan (the " Pilots' Plan" ) under this Plan shall be reduced, but not below zero, by the benefit payable to such Participant under the Pilots' Plan. VI. Form and Timing of Payment of Supplemental Benefit 1. Definitions . For purposes of this Article VI, the following words shall mean as follows: " Applicable Actuarial Assumptions" shall mean the applicable interest rate and mortality table under the Retirement Plan except: (i) with respect to the conversion of a SERP Eligible Participant' s Supplemental Benefit to a lump sum (or, with respect to amounts that must be paid in a form that is equivalent to a form available under the Retirement Plan, the pre-conversion lump sum equivalent), that the interest rate and mortality table to be used shall be the interest rate and mortality table used to calculate the lump sum benefit in the SERP, and that the value of the early retirement subsidy provided under the Retirement Plan shall only be included in the value of the Supplemental Benefit provided under this Plan if the value of the early retirement subsidy is included in the lump sum supplemental benefit provided to the Participant or surviving spouse under the SERP; (ii) with respect to the reconversion of that portion of a SERP Eligible Participant' s Supplemental Benefit that is payable in a form available under the Retirement Plan, the interest rate and mortality table to be applied to convert the lump sum equivalent amount to the form of payment available under the Retirement Plan shall be the applicable interest rate and mortality table under the Retirement Plan; (iii) with respect to any Participant who is not a SERP Eligible Participant, the interest rate and mortality table used to calculate the small benefit cash out pursuant to Section 5 below shall be the interest rate and mortality table used to calculate the automatic lump sum cash out under the Retirement Plan, and the value of the early retirement subsidy provided under the Retirement Plan shall only be included in the lump sum if the value of the early retirement subsidy would have been included in an automatic lump sum provided to the Participant or surviving spouse under the Retirement Plan at such time. " Change of Control" shall mean a Change of Control as defined in the 2002 Stock Incentive Plan of Schering-Plough Corporation or its successor plan. " Change of Control Termination Date" shall mean the date, following a Change of Control, as of which a Participant ceases to be an employee of the Company or any of its affiliates. " Deferral Rate" shall mean, for each calendar quarter, a rate equal to the actual yield on three-month U.S. Treasury bills as reported in the Wall Street Journal on the first business day of such calendar quarter.

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" PTP Participant" shall mean any Participant who is involuntarily terminated in connection with OBS Integration or the Productivity Transformation Program during the period commencing on January 1, 2008 and ending on December 31, 2009. " SERP Eligible Participant" shall mean any Participant who is eligible to participate in the SERP at any time prior to the commencement of his or her Supplemental Benefit. " Separation from Service" shall mean " separation from service" as defined in regulations under Section 409A(a)(2)(A)(i) of the Code. 2. Pre-1/1/09 Rules . Supplemental Benefits of a Participant who commences Retirement Plan benefits prior to January 1, 2009 shall be payable as follows (except as otherwise provided in this Article VI): (a) Linked Benefit . Such Supplemental Benefit shall be payable at the same time and in the same form as applicable to such Participant' s benefits under the Retirement Plan, including whatever optional benefits he or she may have elected, determined using the Applicable Actuarial Assumptions. (b) BEP Only Accruals for SERP Eligible Participants . Notwithstanding Section 2(a), the portion of a SERP Eligible Participant' s Supplemental Benefit that accrued during any period (after December 31, 2007) when such SERP Eligible Participant was not eligible to participate in the SERP shall be payable at the same time and in the same form as applicable to such Participant' s benefits under the Retirement Plan, including whatever optional benefits he or she may have elected, determined using the Applicable Actuarial Assumptions. The amount of these benefits shall be determined by converting the Supplemental Benefit to a lump sum using the Applicable Actuarial Assumptions and reconverting such lump sum amount to the applicable form of benefit elected under the Retirement Plan using the Applicable Actuarial Assumptions. 3. Post-12/31/08 Rules . Supplemental Benefits of a Participant who does not commence Retirement Plan benefits before January 1, 2009 shall be payable as follows (except as otherwise specifically provided in this Article VI): (a) General Rule . Except as otherwise provided herein, Supplemental Benefits of a Participant who does not commence Retirement Plan benefits before January 1, 2009 shall be payable in any such form that is available under the Retirement Plan as the Participant shall elect in the manner established by the Company (determined ...