SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCHERING-PLOUGH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 22-1918501
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE GIRALDA FARMS
MADISON, NEW JERSEY 07940-1000
(Address of Principal Executive Offices) (Zip Code)
THE SCHERING-PLOUGH PUERTO-RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
______________
KEVIN A. QUINN
SECRETARY
SCHERING-PLOUGH CORPORATION
ONE GIRALDA FARMS
MADISON, NEW JERSEY 07940-1000
(201) 822-7000
(Name, Address and Telephone Number of Agent for Service)
COPY TO:
MAUREEN S. BRUNDAGE, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
<S> <C> <C> <C> <C>
Common Stock, par value 60,000 shares $74.81<F1> $4,488,600.00<F1> $1,547.79
$1.00 per share
Interests in the Plan <F2> <F2> <F2> <F2>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated pursuant to Rule
457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange on December 22, 1994.
<F2> In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
</TABLE>
PART II
INFORMATION REQUIRED IN THE
<PAGE>
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993;
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994; and
3. The description of the Registrant's Common Stock contained in
its Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents and reports subsequently filed by the Registrant and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered hereby have been sold,
or which deregisters all such securities remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents or reports.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Thirteenth of the Restated Certificate of Incorporation of
the Registrant provides as follows:
"(a) Elimination of Certain Liability.
(1) A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for breach of any duty
owed to the Corporation or its shareholders, except for liability for any
breach of duty based upon an act or omission (i) in breach of such
person's duty of loyalty to the Corporation or its shareholders, (ii) not
in good faith or involving a knowing violation of law or (iii) resulting
in receipt by such person of an improper personal benefit.
(2) An officer of the Corporation shall not be personally liable,
for the duration of any time permitted by law as it now exists or may
hereafter be amended, to the Corporation or its shareholders for damages
for breach of any duty owed to the Corporation or its shareholders,
except for liability for any breach of duty based upon an act or omission
(i) in breach of such person's duty of loyalty to the Corporation or its
shareholders, (ii) not in good faith or involving a knowing violation of
law or (iii) resulting in receipt by such person of an improper personal
benefit."
Section 14A:3-5 of the New Jersey Business Corporation Act
authorizes and empowers the Registrant to indemnify the directors, officers,
<PAGE>
employees and agents of the Registrant against expenses and liabilities
incurred in connection with any pending, threatened or completed action, suit
or proceeding involving any such person as a result of his relationship with
the Registrant, other than a proceeding by or in the right of the Registrant,
provided that such person (i) acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and (ii) with respect to any criminal action, suit or proceeding,
such person acted without reasonable cause to believe his conduct was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that such person did not meet the applicable
standards of conduct. The foregoing statements are subject to the detailed
provisions of Section 14A:3-5 of the New Jersey Business Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation, as amended August 7, 1989 (filed
as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated herein by
reference).
4.2 Schering-Plough Puerto Rico Employees' Retirement Savings Plan.
5 Opinion of George A. Marootian, Esq., Assistant Secretary and
Associate General Counsel of the Registrant, dated December 22,
1994, with respect to the compliance of the Plan with the
Employee Retirement Income Security Act of 1974, as amended.
23.1 Consent of Deloitte & Touche LLP, dated December 29, 1994.
23.2 Consent of George A. Marootian, Esq. (included in Exhibit 5 to
this Registration Statement).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
<PAGE>
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Madison, State of New Jersey, on
this 29th day of December, 1994.
SCHERING-PLOUGH CORPORATION
(Registrant)
*
By___________________________________________
Name: Robert P. Luciano
Title: Chairman of the Board and
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 29th, 1994.
Signatures Title
* Chairman of the Board, Chief
---------------------------- Executive Officer and
Robert P. Luciano Director (Principal
Executive Officer)
* Executive Vice President -
---------------------------- Finance (Principal Financial
Harold R. Hiser, Jr. Officer)
* Vice President and
---------------------------- Controller
Thomas H. Kelly (Principal Accounting
Officer)
* Director
----------------------------
Hans Walter Becherer
* Director
----------------------------
David C. Garfield
* Director
----------------------------
Regina E. Herzlinger
* Director
----------------------------
Hugh A. D'Andrade
* Director
----------------------------
Richard J. Kogan
* Director
----------------------------
H. B. Morley
* Director
----------------------------
Richard de J. Osborne
* Director
----------------------------
William A. Schreyer
* Director
----------------------------
Robert F. W. van Oordt
* Director
----------------------------
Romeo J. Ventres
* Director
----------------------------
James Wood
<PAGE>
*BY:/s/ George A. Marootian Attorney-in-fact
------------------------
George A. Marootian
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Schering-Plough Puerto Rico Employees' Retirement Savings Plan has duly caused
this registration statement to be signed on its behalf by the undersigned
members of the Schering Plough Puerto Rico Employees' Retirement Savings Plan
Committee, in the Town of Manati, Puerto Rico on the 29th day of December,
1994.
THE SCHERING-PLOUGH PUERTO
RICO EMPLOYEES' RETIREMENT
SAVINGS PLAN
* Chairman
- ----------------------------
Manuel Calderon
* Member
- ----------------------------
Brenda Castrodad
* Member
- ----------------------------
Adela Lopez
* Member
- ----------------------------
Ivelisse Cordoves
*By:/s/ George A. Marootian Attorney-in-Fact
------------------------
George A. Marootian
EXHIBIT INDEX
EXHIBIT NO.
4.1 Certificate of Incorporation, as amended August 7, 1989 (filed as
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 and incorporated herein by
reference).
4.2 Schering-Plough Puerto Rico Employees' Retirement Savings Plan.
5 Opinion of George A. Marootian, Esq., Assistant Secretary and
Associate General Counsel of the Registrant, dated December 22,
1994, with respect to the compliance of the Plan with the Employee
Retirement Income Security Act of 1974, as amended.
23.1 Consent of Deloitte & Touche LLP, dated December 29, 1994.
23.2 Consent of George A. Marootian, Esq. (included in Exhibit 5 to
this Registration Statement).
<PAGE>
24 Powers of Attorney.
EXHIBIT 4.2
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
OBJECTIVES
1.1 Restatement of the Plan . . . . . . . . . . . . . . . . 1
1.2 Objective . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS
2.1 Accounts . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Beneficiary . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Code . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Committee . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 Company . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Compensation . . . . . . . . . . . . . . . . . . . . . . 2
2.7 Deferred Accounts . . . . . . . . . . . . . . . . . . . 2
2.8 Eligible Employee . . . . . . . . . . . . . . . . . . . 3
2.9 Employee . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Employer . . . . . . . . . . . . . . . . . . . . . . . . 3
2.11 Entry Date . . . . . . . . . . . . . . . . . . . . . . . 3
2.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 Highly Compensated Participant . . . . . . . . . . . . . 4
2.14 ITA . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.15 Leased Employee . . . . . . . . . . . . . . . . . . . . 4
2.16 Loan Account . . . . . . . . . . . . . . . . . . . . . . 4
2.17 Non-Highly Compensated Participant . . . . . . . . . . . 4
2.18 Normal Retirement Age . . . . . . . . . . . . . . . . . 4
2.19 Participant . . . . . . . . . . . . . . . . . . . . . . 4
2.20 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.21 Plan Benefit . . . . . . . . . . . . . . . . . . . . . . 5
2.22 Plan Year . . . . . . . . . . . . . . . . . . . . . . . 5
2.23 Profits . . . . . . . . . . . . . . . . . . . . . . . . 5
2.24 Retirement . . . . . . . . . . . . . . . . . . . . . . . 5
2.25 Rollover Accounts . . . . . . . . . . . . . . . . . . . 5
2.26 Salary Deferrals . . . . . . . . . . . . . . . . . . . . 5
2.27 Schering . . . . . . . . . . . . . . . . . . . . . . . . 5
2.28 Termination Date . . . . . . . . . . . . . . . . . . . . 6
<PAGE>
2.29 Totally and Permanently Disabled . . . . . . . . . . . . 6
2.30 Trust Agreement . . . . . . . . . . . . . . . . . . . . 6
2.31 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 6
2.32 Trustee . . . . . . . . . . . . . . . . . . . . . . . . 7
2.33 Valuation Date . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE III
ELIGIBILITY
3.1 General . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Leave of Absence . . . . . . . . . . . . . . . . . . . . 8
3.3 Enrollment . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV
SALARY DEFERRALS
4.1 Salary Deferrals . . . . . . . . . . . . . . . . . . . . 9
4.2 Selection and Change of Rate . . . . . . . . . . . . . 10
4.3 Manner of Payment . . . . . . . . . . . . . . . . . . . 11
4.4 Deposit With Trustee . . . . . . . . . . . . . . . . . . 11
4.5 Anti-Discrimination Limits for Salary Deferrals . . . . 11
4.6 Suspension . . . . . . . . . . . . . . . . . . . . . . . 14
4.7 Termination . . . . . . . . . . . . . . . . . . . . . . 14
4.8 Return of Salary Deferrals . . . . . . . . . . . . . . . 14
4.9 No Reversion of Employer Contributions . . . . . . . . . 15
ARTICLE V
LOANS AND WITHDRAWALS
5.1 Loans . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.2 Limitations on Loans . . . . . . . . . . . . . . . . . . 16
5.3 Repayment of Loan . . . . . . . . . . . . . . . . . . . 17
5.4 Loan Program . . . . . . . . . . . . . . . . . . . . . . 17
5.5 Loans as Investment . . . . . . . . . . . . . . . . . . 18
5.6 Withdrawals of Salary Deferrals . . . . . . . . . . . . 18
5.7 Distributions deemed necessary to satisfy financial
need (e.g., safe harbor distributions) . . . . . . . . . 20
5.8 Payment of Withdrawals . . . . . . . . . . . . . . . . . 21
5.9 Limitations on Withdrawals . . . . . . . . . . . . . . . 21
5.10 Suspensions of Participant's Salary Deferrals . . . . . 21
5.11 Limitation on Maximum Amount of Salary Deferrals After
a Hardship Withdrawal . . . . . . . . . . . . . . . . . 21
ARTICLE VI
ROLLOVERS
6.1 Rollovers . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE VII
VESTING
7.1 Vesting in Deferred Accounts . . . . . . . . . . . . . . 23
ARTICLE VIII
AMOUNT AND DISTRIBUTION OF PLAN BENEFITS
8.1 Amount of Plan Benefits . . . . . . . . . . . . . . . . 24
8.2 Time of Distribution: General Rule . . . . . . . . . . 24
8.3 Time of Distribution: Small Benefits Rule . . . . . . . 25
8.4 Immediate Cash Distribution Election . . . . . . . . . . 25
8.5 Irrevocable Election to Defer . . . . . . . . . . . . . 25
8.6 Form of Distribution . . . . . . . . . . . . . . . . . . 25
8.7 Distributions Pursuant to the ITA and ERISA . . . . . . 26
ARTICLE IX
GENERAL PROVISIONS
9.1 No Assignment of Property Rights . . . . . . . . . . . . 27
9.2 No Employment Rights . . . . . . . . . . . . . . . . . . 27
9.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . 27
<PAGE>
9.4 Merger, Consolidation and Transfer of Assets or Liabil-
ities . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.5 Lost Participant or Beneficiary . . . . . . . . . . . . 29
9.6 Incapacity . . . . . . . . . . . . . . . . . . . . . . . 29
9.7 Applicable Law . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE X
THE TRUST FUND
10.1 The Trust Fund . . . . . . . . . . . . . . . . . . . . . 30
10.2 Investment Funds . . . . . . . . . . . . . . . . . . . . 30
10.3 Participant's Accounts . . . . . . . . . . . . . . . . . 31
10.4 Investment Elections . . . . . . . . . . . . . . . . . . 31
10.5 Voting of Schering-Plough Common Stock . . . . . . . . . 32
10.6 Benefit Payments . . . . . . . . . . . . . . . . . . . . 33
ARTICLE XI
ADMINISTRATION AND OPERATION OF THE PLAN
11.1 Plan Administration . . . . . . . . . . . . . . . . . . 34
11.2 The Committee . . . . . . . . . . . . . . . . . . . . . 34
11.3 Employment of Advisers . . . . . . . . . . . . . . . . . 35
ARTICLE XII
CLAIMS PROCEDURE
12.1 Applications for Benefits . . . . . . . . . . . . . . . 36
12.2 Denial of Applications . . . . . . . . . . . . . . . . . 36
12.3 Requests for Review . . . . . . . . . . . . . . . . . . 37
12.4 Decisions on Review . . . . . . . . . . . . . . . . . . 37
12.5 Rules and Procedures . . . . . . . . . . . . . . . . . . 37
12.6 Exhaustion of Administrative Remedies . . . . . . . . . 38
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 Right to Amend or Terminate . . . . . . . . . . . . . . 39
13.2 Protection of Participants . . . . . . . . . . . . . . . 39
13.3 Effect of Termination . . . . . . . . . . . . . . . . . 39
13.4 Allocation of Trust Fund Upon Termination . . . . . . . 39
13.5 Limitation on Obligations . . . . . . . . . . . . . . . 40
</TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
ARTICLE I
OBJECTIVES
1.1 RESTATEMENT OF THE PLAN. Schering-Plough Products, Inc.
established, effective April 1, 1990 the Schering-Plough Puerto Rico
Employees' Retirement Savings Plan (the "Plan") for the benefit of its
employees and the employees of any affiliated corporation that adopts the
Plan. The Plan was amended effective January 1, 1992 and is now being amended
and restated effective January 1, 1995 to include new investment options for
the Plan Participants and to reflect various changes in the administration of
the Plan.
1.2 OBJECTIVE. The Plan is intended to encourage retirement savings on
the part of Eligible Employees of Schering-Plough Products, Inc. and any of
its affiliated companies that adopts the Plan and to afford additional
financial security for such employees both before and after their retirement
and, in the event of their death, for their Beneficiaries.
<PAGE>
It is intended that the Plan qualify under Section 165(a) and (e) of
the Puerto Rico Income Tax Act of 1954, as amended (the "ITA"), and that the
trust forming a part thereof is intended to be exempt from taxation under ITA
Section 165(a) and, pursuant to Section 1022(i)(1) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), under Section 501(a) of the Internal
Revenue Code of 1986.
ARTICLE II
DEFINITIONS
2.1 "ACCOUNTS" means a Participant's Deferred Accounts, Rollover
Accounts and Loan Account.
2.2 "BENEFICIARY" means the person or persons, determined under section
9.3, who are to receive the Participant's Plan Benefit in the event of his or
her death prior to the complete distribution thereof.
2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
2.4 "COMMITTEE" means the Schering-Plough Puerto Rico Employees'
Retirement Savings Plan Committee.
2.5 "COMPANY" means Schering-Plough Products, Inc.
2.6 "COMPENSATION" means the sum of an Eligible Employees' base pay,
commissions, paid cash bonuses, overtime, and shift differential, plus amounts
contributed to the Plan as Salary Deferrals, but excluding any compensation
for periods prior to the date the Eligible Employee commences participation in
the Plan or while he or she was not an Eligible Employee and excluding items
or compensation which are not considered by the Employer to be a part of the
Eligible Employee's regular earnings.
2.7 "DEFERRED ACCOUNTS" means the Accounts which are maintained as part
of the Trust Fund and to which are credited the Participant's Salary Deferrals
and any income, gains or losses accruing with respect thereto.
2.8 "ELIGIBLE EMPLOYEE" means any Employee, except as follows:
(a) An Employee who is working for the Employer in a location other
than Puerto Rico.
(b) An Employee who is a member of a collective bargaining unit for
which retirement benefits have been the subject of good faith bargaining
between employee representatives and Schering, unless the bargaining agreement
specifically requires participation in this Plan. In applying the preceding
sentence, the term "employee representatives" shall not include an
organization of which more than one-half of the members are owners, officers
or executives of Schering.
(c) Any individual deemed to be an Employee of the Employer by
reason of any law unless such individual is otherwise determined to be an
Eligible Employee by the Employer.
(d) Any Leased Employee.
An individual's status as an Eligible Employee shall be determined
by the Employer, and such determination shall be conclusive and binding on all
persons.
2.9 "EMPLOYEE" means any individual who is employed by an Employer. An
individual's status as an Employee shall be determined by the Employer on a
uniform and nondiscriminatory basis, and such determination shall be
<PAGE>
conclusive and binding on all persons. The term "Employee" shall include any
Leased Employee.
2.10 "EMPLOYER" means the Company and any other affiliated company which,
with the consent of the Company, adopts this Plan for the benefit of its
employees.
2.11 "ENTRY DATE" means the first day of each payroll period.
2.12 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
2.13 "HIGHLY COMPENSATED PARTICIPANT" means any Eligible Employee who is
more highly compensated than two-thirds of all other Eligible Employees.
2.14 "ITA" means the Puerto Rico Income Tax Act of 1954, as amended from
time to time.
2.15 "LEASED EMPLOYEE" means any person described in Code Section
414(n)(2) and not excluded under Code Section 414(n)(5).
2.16 "LOAN ACCOUNT" means a Participant's account maintained as part of
the Trust Fund which shall be credited with the amount of a loan under Article
V and charged with payments of principal on the loan.
2.17 "NON-HIGHLY COMPENSATED PARTICIPANT" means any Eligible Employee who
is not a Highly Compensated Employee.
2.18 "NORMAL RETIREMENT AGE" means age 65.
2.19 "PARTICIPANT" means an individual who participates in the Plan
pursuant to Article IV or an Employee or former Employee for whom at least one
Account is maintained under the Plan.
2.20 "PLAN" means the Schering-Plough Puerto Rico Employees' Retirement
Savings Plan, as amended from time to time.
2.21 "PLAN BENEFIT" means a benefit to which the Participant is entitled
under section 8.1.
2.22 "PLAN YEAR" means the 12-month calendar period ending on December 31
of each year.
2.23 "PROFITS" means the current year's or accumulated net aggregate
income of Schering determined in accordance with the following rules: net
income shall be computed in each case before Federal, Puerto Rico, state or
foreign income or franchise taxes and without regard to any Salary Deferrals
to any other defined contribution plan, or extraordinary losses. Net income
shall be determined in accordance with generally accepted accounting prin-
ciples, consistently applied. The determination of profits and each element
thereof, exclusion therefrom or adjustment thereto shall be made by the firm
of an independent certified public accountants which regularly reviews
Schering's books and shall be conclusive and binding on all persons.
2.24 "RETIREMENT" means the termination of employment of a Participant by
early, normal, or other retirement under a retirement plan of Schering.
2.25 "ROLLOVER ACCOUNTS" means the Accounts which are maintained as part
of the Trust Fund and to which are credited the Participant's Rollover
Contributions pursuant to Article 13 and any income, gains or losses accruing
with respect thereto.
<PAGE>
2.26 "SALARY DEFERRALS" means amounts contributed to the Plan on behalf
of a Participant pursuant to section 4.1.
2.27 "SCHERING" means Schering-Plough Corporation, and each other entity
which, at the time in question, is in the same controlled group of corpora-
tions or trades or businesses or in the same affiliated service group under
Section 414(b), (c) or (m) of the Code, respectively, including any such
entity which would otherwise be excluded because it is organized under foreign
laws or operates primarily outside the United States.
2.28 "TERMINATION DATE" means any of the following:
(a) The date of death of an Employee while in the employ of
Schering;
(b) The date an Employee becomes Totally and Permanently Disabled
while employed by Schering; and
(c) The date an Employee ceases to be employed by Schering by
reason of voluntary termination, discharge or retirement.
2.29 "TOTALLY AND PERMANENTLY DISABLED" means the condition existing when
the Participant is wholly and continuously disabled and prevented from
performing the duties of his or her occupation on account of such disability
for a period of 12 consecutive months, if certified by a medical examiner.
2.30 "TRUST AGREEMENT" means the agreement of trust under which the
Trustee(s) serve(s).
2.31 "TRUST FUND" means the fund established pursuant to the Plan
consisting of all of the assets of the Plan held by the Trustee pursuant to
the Trust Agreement.
2.32 "TRUSTEE" means the trustee or trustees selected by the Company to
administer the Trust Fund pursuant to section 11.1.
2.33 "VALUATION DATE" means the last business day of each month and such
other days as may be determined by the Committee.
ARTICLE III
ELIGIBILITY
3.1 GENERAL. An Eligible Employee shall be eligible to participate in
the Plan upon employment.
3.2 LEAVE OF ABSENCE. A Participant on leave of absence approved by the
Employer who remains in the employ of, but receives no pay from, the Employer
during the period of such leave shall have no Salary Deferral Contributions
hereunder during such period.
A Participant who goes on a paid leave of absence may continue to
participate in the Plan.
3.3 ENROLLMENT. A person eligible to participate in the Plan, who wants
to commence participation in the same by the next Entry Date, must complete an
enrollment form and return it to his/her Employer at least 30 days prior to
the next Entry Date.
ARTICLE IV
SALARY DEFERRALS
4.1 SALARY DEFERRALS.
<PAGE>
(a) Limits. An Eligible Employee may elect to have his or her
taxable compensation reduced and the corresponding Salary Deferrals
contributed to the Plan on his or her behalf for any Plan Year in increments
of 1% up to a maximum of 10% of his or her Compensation, up to $7,000, or the
maximum amount in effect under ITA Section 165(e)(7)(A) at any such time,
subject to sections 4.5, 4.6 and 4.7. The Committee may limit the maximum
amount of any Participant's Salary Deferrals during any given year in a non-
discriminatory manner. A Participant must indicate his Investment Election of
his or her Participant's Salary Deferrals pursuant to section 10.4.
The 10%/$7,000 annual limit applies on an individual basis to
all contributions made on behalf of each Participant to all qualified cash or
deferred arrangements (within the meaning of Section 165(e)(2) of the ITA),
including any such contributions made to other plans. It shall be the
responsibility of each Participant to coordinate his or her salary deferrals
as needed to meet this limit in connection with any other plan or plans. The
Committee will not take account of deferrals made to any other plan and,
except as required by law, no deferrals made under the Plan will be returned
because the Participant's deferrals under another plan caused his or her total
deferrals for a year to exceed the 10%/$7,000 annual limit.
(b) Employer Contributions. Salary Deferrals shall be deemed to be
employer contributions to the Plan, and a Participant's election to commence
making Salary Deferrals shall constitute an election (for Puerto Rico income
tax purposes) to have his or her taxable compensation reduced by the amount of
all Salary Deferrals. Salary Deferrals shall be limited if they exceed
Profits.
4.2 SELECTION AND CHANGE OF RATE.
(a) Selection and Change by Participants. As of the Entry Date, a
Participant may elect to make Salary Deferrals and designate the rate(s) of
contribution by filing the prescribed form with the Employer. A Participant
may reduce or increase the rate of his or her Salary Deferrals to any other
rate(s) permitted under this Article IV as of the first day of each month by
filing the prescribed form with the Employer at least 30 days prior to such
date. The Committee, in its discretion, may change the due date for filing
the prescribed form, provided that any change in the due date shall be
communicated to all Participants, is nondiscriminatory in effect, and uni-
formly applied. A Participant may elect to suspend making any Salary
Deferrals to the Plan at any time during the Plan Year, by filing the pre-
scribed form with the Employer. Such election shall take effect the first
payroll of the next payroll period after the Employer receives such form. A
Participant may elect to recommence Salary Deferrals as of the first day of
any month by filing the prescribed form with the Employer at least 30 days
prior to such date.
All elections, change of elections, suspensions and resumptions
with respect to Salary Deferral Contributions shall be subject to such
administrative rules as shall be established by the Committee.
(b) Change by Committee to Meet Anti-Discrimination Limits, Etc.
At any time in a Plan Year, the Committee (at its sole discretion, in
accordance with section 4.5 to meet anti-discrimination limits, in accordance
with section 4.1 to meet the 10%/$7,000 limit, or for any other reason) may
reduce the maximum percentage at which a Participant may contribute Salary
Deferrals to the Plan during the remainder of the Plan Year. To the extent
permitted by the ITA and the regulations thereunder, the Committee, in its
sole discretion, may reduce the maximum dollar amount which a Participant may
contribute as Salary Deferrals instead of or in addition to limiting the maxi-
mum percentage at which such contributions may be made. Also, the Committee
may require that a Participant discontinue all Salary Deferrals for the
remainder of the Plan Year. Reduction or discontinuance of Salary Deferrals
<PAGE>
to meet anti-discrimination limits shall be applied to Highly Compensated
Participants in the manner described in section 4.5 or in any other manner
chosen by the Committee that does not discriminate in favor of the Highly
Compensated Participants. Any other reduction or discontinuance shall be
applied as the Committee determines, on a basis that does not violate the
nondiscrimination rules of the ITA.
Upon the close of each Plan Year, or on such earlier date as the
Committee may determine, any reduction or discontinuance made pursuant to this
section 4.2 shall cease to apply to the Participant until the Committee again
determines that a reduction or discontinuance of Salary Deferrals is
appropriate pursuant to this section.
4.3 MANNER OF PAYMENT. Salary Deferrals shall be made through payroll
deductions from the Participant's Compensation.
4.4 DEPOSIT WITH TRUSTEE. A Participant's Salary Deferrals shall be
paid to the Trustee as soon as reasonably practicable after they are withheld
or received.
4.5 ANTI-DISCRIMINATION LIMITS FOR SALARY DEFERRALS. Salary Deferrals
under this Plan are intended to be non-discriminatory under Section 165(e) of
the ITA. To assure that discrimination will not occur, Salary Deferrals shall
be limited in accordance with this section 4.5. This section shall be applied
for each Plan Year on the basis of actual Salary Deferrals and Compensation
for that year. Thus, each Plan Year constitutes the "testing period." The
following procedure shall be followed:
(a) The Salary Deferrals of Highly Compensated Participants shall
be subject to the restrictions of this section 4.5.
(b) If the aggregate deferral rate of Highly Compensated
Participants for a testing period would exceed the maximum deferral rate
permissible under subsection (c), the Committee shall reduce the amount
deferred (or to be deferred) by Highly Compensated Participants so as to cause
their aggregate deferral rate not to exceed the maximum rate allowable under
subsection (c). The Committee shall effect such a reduction by prohibiting
Salary Deferrals by Highly Compensated Participants in excess of a specified
maximum percentage of Compensation or in excess of the maximum dollar amount
determined under section 4.2(b), rather than reducing the Salary Deferrals of
all such Participants proportionately.
(c) The aggregate deferral rate of Highly Compensated Participants
shall not exceed the aggregate deferral rate of all other Participants during
the applicable testing period by more than the allowable amount set forth in
the following table:
COLUMN I COLUMN II
If the aggregate deferral Then the maximum aggre-
rate ("ADR") for the Non- gate deferral rate
Highly Compensated Partic- ("ADR") for Highly Com-
ipants is: pensated Participants
is:
Less than 2% 2.0 x the Column I
ADR
2% to 8% The Column I ADR +
2%
More than 8% 1.25 x the Column I
ADR
<PAGE>
(d) For purposes of this subsection, the aggregate deferral rate
during a testing period for a group of Participants shall be the percentage
determined by averaging the deferral rates of each member of the group. A
Participant's deferral rate shall be determined by dividing his or her
Compensation for the testing period into the sum of his or her Salary
Deferrals.
If a Participant who is a "Highly Compensated Participant" is a
participant in any other qualified cash or deferred arrangement (as defined in
Section 165(e)(2) of the ITA) maintained by Schering, then the deferral rate
determined for the Participant under all qualified cash or deferred
arrangements shall be aggregated with the deferral rate determined for the
Participant for purposes of subsection (c) above.
(e) In the event that this Plan satisfies the requirements of
Section 165(a)(3) of the ITA or Section 165(a)(4) of the ITA only if
aggregated with one or more other plans, or if one or more other plans satisfy
the requirements of such sections of the ITA only if aggregated with this
Plan, then all such plans shall be treated as a single plan for purposes of
the anti-discrimination limits imposed by this section 4.5.
(f) If the aggregate deferral rate for Highly Compensated
Participants for the testing period would exceed the maximum aggregate
deferral rate permissible under subsection (c) and if the correction mechanism
described in subsection (b) cannot operate to effect compliance with the anti-
discrimination limits for any reason, then the Committee shall cause the
refund to the appropriate Highly Compensated Participant amounts previously
deferred plus income thereon.
The Committee shall do this by refunding the amount of the
excess Salary Deferrals, determined by reducing Salary Deferral contributions
made on behalf of Highly Compensated Participants in order of the deferral
rates beginning with the highest of such percentages, to the Highly
Compensated Participants. Any distribution of the adjusted excess Salary
Deferrals will be made to the Highly Compensated Participants on the basis of
the respective portion of the adjusted excess Salary Deferrals attributable to
each of such employees and will be returned to the employees on whose behalf
such contributions were made. The portion of the adjusted excess Salary
Deferrals attributable to each Highly Compensated Participant is equal to:
(1) the total Salary Reductions of the Highly Compensated
Participant for the Plan Year (determined without regard to the above
described reduction), less
(2) The deferral rate of the Highly Compensated Participant
for the Plan Year (as reduced under the above described procedure)
multiplied by his or her Compensation for the Plan Year.
The Committee shall make appropriate arrangements for payroll
withholding (if required) and for reporting of refunded amounts as taxable
income of the affected Participants. The Committee shall take action
necessary under this paragraph as soon as possible after the end of the Plan
Year (preferably within 21/2 months after such Plan Year) and in no event later
than the end of the following Plan Year.
The determination of the amount of the income allocable to excess
Salary Deferrals to be refunded to Highly Compensated Participants under this
subsection will be made in accordance to the regulations under Section 165(e)
of the ITA.
4.6 SUSPENSION. A Participant's participation in the Plan shall be
suspended for any period with respect to which he or she is not an Eligible
Employee. With respect to any period of suspension, a Participant shall not
<PAGE>
make Salary Deferrals but such Participant's Account(s) shall continue to
share in the income, gains and losses of the Trust Fund.
4.7 TERMINATION. A Participant's participation in the Plan shall
terminate as of the earlier of (i) the date on which such Participant's entire
Plan Benefit has been distributed or (ii) the date of such Participant's
death.
4.8 RETURN OF SALARY DEFERRALS. Any other provision of the Plan
notwithstanding, each Salary Deferral is expressly conditioned upon a
determination by the Puerto Rico Secretary of the Treasury or its delegate
that the Plan qualifies under Section 165(a) and (e) of the ITA and upon the
deductibility of such contribution under Section 23(p) of the ITA.
Distributions may be withheld until a favorable determination letter is issued
recognizing the Plan's qualified status. If, however, the Plan fails to
qualify, then each Salary Deferral made with respect to the period of
disqualification shall be returned to the Employer which made it within 12
months after the date of the denial of qualification. If the deduction of all
or part of any Salary Deferral is disallowed, then the amount disallowed shall
be returned to the Employer which made it within 12 months after the date of
the disallowance. If all or part of a Salary Deferral is made as a result of
a good faith mistake of fact, such contribution may be repaid to the Employer
which made it within 12 months after it was made. Salary Deferrals refunded
for the Plan's failure to qualify, for non-deductibility or for a mistake of
fact shall be paid as additional compensation to the Participants who made
such Salary Deferrals by the Employer to which the Salary Deferral was
returned. The amounts which may be returned to the Employer above shall be
the excess of the amounts contributed over the amounts that would have been
contributed had there not been the disallowance of the deduction or a mistake
of fact, as applicable. Earnings on the returned Salary Deferral con-
tributions shall also be returned to the Employer and paid as compensation to
the Participants who made such Salary Deferrals.
4.9 NO REVERSION OF EMPLOYER CONTRIBUTIONS. The assets of the Plan
shall never inure to the benefit of the Employer, and shall be held for the
exclusive purposes of providing benefits to Participants and/or their
Beneficiaries, and for defraying the expenses of administering the Plan.
ARTICLE V
LOANS AND WITHDRAWALS
5.1 LOANS. A Participant shall, with the approval of and under a
written loan program established by the Committee and which shall form a part
of this Plan, be entitled to borrow from his Accounts balances. Loans:
(a) Shall be made available to all Participants and beneficiaries
on a reasonably equivalent basis;
(b) Shall bear interest at a reasonable rate, as determined by the
Committee;
(c) Shall be adequately secured;
(d) Shall provide for repayment over a reasonable period of time;
and
(e) Shall not be made available to Highly Compensated Participants
in an amount greater than the amount made available to other Participants.
5.2 LIMITATIONS ON LOANS. Loans made pursuant to this section (when
added to the outstanding balance of all other loans made by the Plan to the
Participant) shall be limited to the lesser of: (i) $50,000 reduced by the
<PAGE>
excess (if any) of the highest outstanding balance of loans from the Plan to
the Participant during the one-year period ending on the day before the date
on which such loan is made, over the outstanding balance of loans from the
Plan to the Participant on the date on which the loan was made, or (ii)
one-half (1/2) of the present value of the Accounts of the Participant under the
Plan.
5.3 REPAYMENT OF LOAN. Loans shall provide for level amortization with
payments to be made not less frequently than quarterly over a period not to
exceed five (5) years. However, loans used to acquire any dwelling unit
which, within a reasonable time, is to be used (determined at the time the
loan is made) as a principal residence of the Participant shall provide for
periodic repayment over a reasonable period of time that may exceed five (5)
years. Loans shall not be granted to any Participant that provide for a
repayment period extending beyond such Participant's Normal Retirement Age.
5.4 LOAN PROGRAM. The Committee shall establish in writing a loan
program which must include, but need not be limited to, the following:
(a) The identity of the persons or positions authorized to
administer the loan program;
(b) A procedure for applying for loans;
(c) The basis on which loans will be approved or denied;
(d) Limitations, if any, on the types and amounts of loans offered;
(e) The procedure under the program for determining a reasonable
rate of interest;
(f) The types of collateral which may secure a Participant loan;
and
(g) The event constituting default and the steps that will be taken
to preserve plan assets.
Such loan program shall be contained in a separate written document
which, when properly executed, is hereby incorporated by reference and made a
part of the Plan. Furthermore, such loan program may be modified or amended
in writing from time to time without the necessity of amending this section.
5.5 LOANS AS INVESTMENT. Each loan made hereunder shall be deemed to be
an investment of the Participant's Accounts. The proceeds of the loan shall
be credited to the Loan Account of the Participant. The Loan Account shall be
charged with payments of principal. The Committee shall determine the portion
of any loan payment which is a payment of principle and the portion which is a
payment of interest.
5.6 WITHDRAWALS OF SALARY DEFERRALS. Salary Deferrals are not
distributable to the Participant or to his Beneficiary earlier than:
(a) Separation from service, death or disability;
(b) Termination of the Plan without the establishment of another
defined contribution plan;
(c) The date of the disposition by the Employer to an entity that
is not Schering of substantially all of the assets used in its trade or
business with respect to a Participant who continues employment with the
corporation acquiring such assets but only if the transferor Employer
continues to maintain the Plan; or
<PAGE>
(d) The date of the disposition to an entity that is not Schering
of Schering's interest in a subsidiary corporation that employs the
Participant when the Participant continues with such subsidiary and the
transferor Employer continues to maintain the Plan after the disposition.
However, a Participant may withdraw from his or her Deferred Accounts any
Salary Deferrals then credited to such Accounts on or after attaining the age
of 591/2, or after suffering a financial hardship. Earnings on such Salary
Deferrals can be withdrawn only after age 591/2. Hardship withdrawals must be
approved by the Committee and will only be granted to the extent that the
amount requested is necessary to satisfy immediate and heavy financial needs
of the Participant arising solely from one or more of the following:
(a) The purchase (excluding mortgage payments) of a principal
residence for the Participant;
(b) The payment of unreimbursed medical or hospital expenses
described in Section 23(aa)(2)(P) of the ITA incurred by the Participant, the
Participant's spouse, the Participant's dependents, or by any other family
member the Committee by unanimous consent may approve;
(c) The payment of tuition for the next semester or quarter of
post-secondary education of the Participant, spouse, children or dependents;
(d) The need to prevent eviction of the Participant from his or her
principal residence or foreclosure on the mortgage of the Participant's
principal residence;
(e) The payment of the funeral expenses of a spouse, dependent, in-
law, or any other family member the Committee by unanimous consent may
approve; or
(f) Such other immediate and heavy financial needs as determined by
the Secretary of the Treasury of Puerto Rico and announced by publication of
revenue rulings, notices and other documents of general applicability and
adopted by the Committee.
5.7 DISTRIBUTIONS DEEMED NECESSARY TO SATISFY FINANCIAL NEED (E.G., SAFE
HARBOR DISTRIBUTIONS). A distribution will be deemed necessary to satisfy the
immediately and heavy financial need of the Participant if:
(a) The distribution is not in excess of the amount of the
immediate and heavy financial need;
(b) The Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by Schering;
(c) The Plan, and all other plans maintained by Schering, provide
that the Participant's elective contributions and employee contributions, if
any, will be suspended for at least 12 months after receipt of the hardship
distribution; and
(d) The Plan, and all other plans maintained by Schering, provide
that the Participant may not make elective contributions for the Participant's
taxable year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under section 4.1(a) of the
Plan for such next taxable year, less the amount of such Participant's
elective contributions for the taxable year of the hardship distribution.
The Committee may require the submission of such evidence as it may
reasonably deem necessary to confirm the existence of a hardship. A request
for distribution pursuant to this section shall be approved or denied by
<PAGE>
written instrument given by the Committee to the Participant at his address as
provided to the Employer, within sixty days of the withdrawal request.
5.8 PAYMENT OF WITHDRAWALS. Any withdrawal pursuant to this Article V
will be paid within 90 days (or such additional period as is reasonably
required) after the Valuation Date next following the Employer's receipt of
the withdrawal request.
5.9 LIMITATIONS ON WITHDRAWALS. No Participant shall make more than one
withdrawal pursuant to this Article V during a 12-month period and no
withdrawal shall be permitted to the extent the amount thereof is less than
the minimum withdrawal amount determined from time to time by the Committee
and communicated to Participants. The Committee, in its discretion, may
permit more frequent withdrawals pursuant to this Article V provided that any
change in the rules limiting such withdrawals shall be nondiscriminatory in
effect and uniformly applied.
In order for the Committee to grant a hardship withdrawal to a
Participant, the Participant must have obtained all distributions other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer.
5.10 SUSPENSIONS OF PARTICIPANT'S SALARY DEFERRALS. Upon a hardship
withdrawal to a Participant, the Participant's Salary Deferrals will be
suspended for at least 12 months after the receipt of the hardship
distribution.
5.11 LIMITATION ON MAXIMUM AMOUNT OF SALARY DEFERRALS AFTER A HARDSHIP
WITHDRAWAL. The Participant may not make salary deferrals after a hardship
withdrawal for the Participant's taxable year immediately following the
taxable year of the hardship distribution in excess of the applicable limit
under section 4.1(a) of the Plan for such next taxable year, less the amount
of such Participant's Salary Deferrals for the taxable year of the hardship
distribution.
ARTICLE VI
ROLLOVERS
6.1 ROLLOVERS. With the consent of the Committee, the Trustee may
receive and invest, pursuant to the Employees' instructions, any amounts which
(i) is transferred directly from another plan that qualifies under ITA Section
165(a) and which is not subject to the minimum funding standards of ERISA
Section 302 or (ii) is transferred by the Employee after his receipt of such
amount from another plan that qualifies under ITA Section 165(a) within sixty
days from its receipts. Such amounts shall be held for the benefit of the
Employee in the Rollover Account established for his benefit. An Employee who
makes such a rollover contribution to the Plan, but who is not otherwise
eligible to participate under Article III hereinabove, or who does not
otherwise elect to participate actively herein by making a deferral election
under section 4.1, shall be considered a Participant in the Plan solely with
respect to the investment and handling of his Rollover Account. The Committee
and the Trustee may request such information from the Employee as they deem
necessary to determine that a proper rollover contribution is being made.
Amounts in Rollover Account shall be invested as designated by the Employee.
The Amounts in the Rollover Account shall be distributed at the same time and
in the same manner as amounts in other Accounts.
ARTICLE VII
VESTING
<PAGE>
7.1 VESTING IN DEFERRED ACCOUNTS. A Participant shall always have a 100
percent vested and nonforfeitable interest in his or her Deferred and Rollover
Accounts.
ARTICLE VIII
AMOUNT AND DISTRIBUTION OF PLAN BENEFITS
8.1 AMOUNT OF PLAN BENEFITS. A Participant's Plan Benefit shall consist
of the value of such Participant's Accounts. The value of a Participant's
Plan Benefit shall be determined as of the Valuation Date next following the
Participant's Termination Date. However, in the case of a distribution
payable pursuant to section 8.5, the Plan Benefit shall be determined as of
the Valuation Date coinciding with or next following the date designated by
the Participant as his or her benefit commencement date.
8.2 TIME OF DISTRIBUTION: GENERAL RULE. Unless a Participant has
elected a deferred distribution in accordance with section 8.5 below or has
elected an immediate cash distribution of his or her Plan Benefits following
the Participant's Termination Date in accordance with section 8.4 below or
receives an immediate lump sum distribution of Plan Benefits of $3,500 or less
in accordance with section 8.3 below, the distribution of the Participant's
Plan Benefit shall commence as soon as reasonably practicable after the
Valuation Date next following the Participant's Termination Date, but not
later than 60 days after the latest of the close of the Plan Year in which:
(a) The Participant attains Normal Retirement Age;
(b) The amount of the Participant's Plan Benefit can reasonably be
ascertained;
(c) The Employer can reasonably locate the Participant (or his or
her Beneficiary); or
(d) The Participant's Termination Date occurs.
8.3 TIME OF DISTRIBUTION: SMALL BENEFITS RULE. If the value of the
Participant's Plan Benefits is $3,500 or less, then the distribution of the
Participant's Plan Benefits shall be made in a lump sum as soon as reasonably
practicable after the Valuation Date next following the Participant's
Termination date.
8.4 IMMEDIATE CASH DISTRIBUTION ELECTION. If the value of the
Participant's Plan Benefits is more than $3,500, the Participant may elect to
receive an immediate cash distribution of his or her Plan Benefit following
his or her Termination Date. Such election shall be made by filing the
prescribed form with the Employer and shall take effect as soon as the
Employer receives such form. If the Participant elects an immediate cash
distribution of Plan Benefits, such distribution shall be made or commence as
soon as reasonably practicable after the valuation date next following the
Participant's Termination Date.
8.5 IRREVOCABLE ELECTION TO DEFER. If the value of the Participant's
Plan Benefits exceeds $3,500, the Participant may irrevocably elect to defer
the distribution of his or her entire Plan Benefit to the last day of any
month, provided that such date is not later than April 1 of the calendar year
following the calendar in which he or she attains age 701/2 or dies (whichever
occurs first). Such deferral election shall apply to the total Plan Benefit
only. A Participant who is eligible to receive a distribution of Benefits and
who has terminated employment may make such an election only by filing such
prescribed form with the Employer within 60 days after the Participant ceases
to be an Employee.
<PAGE>
8.6 FORM OF DISTRIBUTION. A Participant's Plan Benefit shall be
distributed in a single sum unless the Participant (or, in the event of the
Participant's death, the Participant's Beneficiary) elects to have such bene-
fit paid in installments, and the amount of such installment payments may be,
as elected by the Participant, (a) a fixed dollar amount payable over a period
not exceeding the life expectancy of the Participant or Beneficiary or the
life expectancy of the Participant and his Beneficiary; (b) a variable dollar
amount payable over a fixed period of time, not to exceed the life expectancy
of the Participant or Beneficiary or the life expectancy of the Participant or
his Beneficiary. Any such election must be made in writing and returned to
the Employer within 60 days after the Participant ceases to be an Employee.
If the Participant dies before distribution of his or her Plan
Benefit commences, the Participant's entire Plan Benefit will be distributed
within 5 years of the Participant's death, unless distribution is made to the
Beneficiary designated by the Participant, in which case such payment can be
made beginning on a date not later than one year after the employee's death
or, if the designated Beneficiary is the Participant's surviving spouse,
beginning not later than the date on which the Participant would have attained
age 701/2.
If a Participant dies after distribution of his or her Plan Benefit
has commenced, any Participant's unpaid Plan Benefit at the time of the
Participant's death shall be distributed to the Participant's Beneficiary at
least as rapidly as under the method of distribution elected by the
Participant.
8.7 DISTRIBUTIONS PURSUANT TO THE ITA AND ERISA. All distributions
under the Plan shall be made in accordance with the ITA and ERISA Section 206
and the regulations thereunder. Provisions of the Plan regarding payment of
distributions shall be interpreted and applied in accordance with the ITA and
ERISA Section 206 and the regulations thereunder.
ARTICLE IX
GENERAL PROVISIONS
9.1 NO ASSIGNMENT OF PROPERTY RIGHTS. Except as otherwise provided in
Rev. Rul. 80-27 or any successor thereto, the loan provisions of section 5.5,
or a qualified domestic relations order as defined in Section 206(d) of ERISA
or as otherwise permitted by ERISA, no Participant or Beneficiary shall have
the right to assign, transfer, alienate, pledge, encumber or subject to lien
any benefits to which he is entitled under the Plan, and benefits under the
Plan shall not be subject to attachment, garnishment or other legal process.
Any attempted assignment, transfer, alienation, pledge or encumbrance of
benefits or subjection of benefits to lien or adverse legal process of any
kind shall not be recognized by the Committee and the Committee in such case
may direct that such benefits be held or applied for the benefit of such
Participant or Beneficiary, his spouse, children or other dependents in such
manner and in such proportion as the Committee deems advisable.
9.2 NO EMPLOYMENT RIGHTS. Nothing in the Plan shall be deemed to give
any person a right to remain in the employ of Schering nor affect any right of
Schering to terminate such person's employment at any time, with or without
cause.
9.3 BENEFICIARY. Subject to the spousal consent requirements in the
following paragraph, each Participant may, by filing the prescribed form with
the Employer prior to his or her death, name a person or persons to be such
Participant's Beneficiary to receive any distribution payable under the Plan
in the event of such Participant's death. If the Participant has not named a
Beneficiary or if the named Beneficiary or Beneficiaries are not living when
any payment is to be made, then (i) the spouse of the deceased Participant
<PAGE>
shall be the Beneficiary or (ii) if the Participant has no spouse living at
the time of such payment, the then living children of the deceased Participant
shall be the Beneficiaries in equal shares. If the Participant has neither
spouse nor children living at the time of such payment, then the estate of the
Participant shall be the Beneficiary. Subject to the spousal consent
requirements in the following paragraph, the Participant may change his or her
Beneficiary designation from time to time in accordance with procedures
established by the Committee. No designation or change of designation of a
Beneficiary shall be effective unless received by the Employer prior to the
date of the Participant's death.
Each designation of a Beneficiary other than the spouse of the
Participant shall be consented to by said spouse, in writing. The spouse's
written consent shall acknowledge the effect of the consent and shall be
witnessed by a representative of the Committee or by a Notary Public. A
Beneficiary designation consented to by a spouse will be valid only with
respect to the spouse who signs the consent. If no such consent is filed, the
spouse is automatically the Beneficiary of the Participant's total Plan
benefit. The revocation by a married participant of a non-spouse Beneficiary
does not require spousal consent and shall result in the reinstatement of the
spouse as designated Beneficiary, unless the spouse consents to the
designation of an alternate non-spouse Beneficiary. No spousal consent is
required if the spouse cannot be located or because of such other
circumstances as prescribed by Puerto Rico Treasury or United States
Department of Labor Regulations. Additionally, no spousal consent is
necessary if the Participant establishes to the satisfaction of the Company
that he/she has no spouse.
For purposes of this section 9.3, an eligible spouse is a spouse who
had been married to the Participant throughout the one year period ending on
the date of the Participant's death.
9.4 MERGER, CONSOLIDATION AND TRANSFER OF ASSETS OR LIABILITIES. The
Plan may not be merged or consolidated with any other plan and no assets or
liabilities of the Plan may be transferred to any other plan, unless each
Participant would receive a Plan Benefit immediately after the merger,
consolidation or transfer (if the Plan then terminated) which is equal to or
greater than the Plan Benefit which such Participant would have received imme-
diately before such merger, consolidation or transfer (if the Plan had then
been terminated).
9.5 LOST PARTICIPANT OR BENEFICIARY. Each Participant and Beneficiary
shall keep the Committee advised of his current address. If amounts become
distributable under the Plan and if, after three years, the Committee is
unable to locate the Participant or Beneficiary to whom the distributions
first become payable, such account shall be closed and the amounts in such
account applied to reduce the amount of subsequent Salary Deferral
Contributions by the Employer. If, however, such Participant or Beneficiary
subsequently makes proper claim to the Committee for such amount, the amount
of such account will be restored to the Trust Fund by the Employer and will be
distributable in accordance with the terms of the Plan. If no Beneficiary was
appointed or survives the Participant, the entire account, in the event of the
Participant's death, shall be payable to Participant's estate.
9.6 INCAPACITY. If, in the Company's opinion, a Participant or
Beneficiary for any reason is unable to handle properly any property
distributable to him or her under the Plan, then the Company may make any
arrangements which it determines to be beneficial to such Participant or
Beneficiary for the distribution of such property in his or her behalf,
including (without limitation) the distribution of such property to the
guardian, conservator, spouse or dependant(s) of such Participant or
Beneficiary.
<PAGE>
9.7 APPLICABLE LAW. This Plan shall be administered in the Commonwealth
of Puerto Rico and its validity, construction and all rights hereunder shall
be governed by the laws of the United States under ERISA. To the extent that
ERISA shall not be held to have preempted local law, the Plan shall be
administered and interpreted under the laws of the Commonwealth of Puerto
Rico.
ARTICLE X
THE TRUST FUND
10.1 THE TRUST FUND. Salary Deferrals, Rollover Contributions and the
earnings for losses thereon shall be held in a Trust Fund by a Trustee,
pursuant to the terms of a Trust Agreement. No Participant or Beneficiary
under the Plan, or any other person, shall have any interest in or right to
any part of the corpus, income or earnings of the Trust Fund or any part of
the assets of the Plan except as and to the extent provided by the terms of
the Plan.
10.2 INVESTMENT FUNDS. The Trust Fund shall consist of the following
investment funds:
(a) Schering-Plough Common Stock, a fund, together with earnings
thereon, invested in common stock of Schering-Plough Corporation.
(b) Vanguard International Growth Portfolio, the investment
objective of which is to obtain long-term capital growth by investing in the
common stocks of companies based outside the Untied States.
(c) Vanguard Money Market Reserves - U.S. Treasury Portfolio, the
investment objective of which is to obtain current income based on current
market interest rates, with preservation of assets and liquidity, through
investments exclusively in direct U.S. Government obligations, primarily U.S.
Treasury bills.
(d) Vanguard Windsor Fund, the primary investment objective of
which is to obtain long-term growth of capital and income by investing
primarily in common stocks, and the secondary investment objective of which is
to obtain current income.
(e) Vanguard Explorer Fund, the investment objective of which is to
obtain long-term growth of capital by investing primarily in equity securities
of relatively small unseasoned or embryonic companies of which dividend
income, if any, is incidental.
(f) Vanguard Fixed Income Securities Fund, the investment objective
of which is to obtain a high level of current income consistent with a two-to-
three-year average maturity by investing in relatively short-term maturity
investment-grade bonds.
(g) Vanguard Wellington Fund, a fund invested at the discretion of
the Trustee in a ratio of approximately 65% common stock and 35% fixed income
securities, with the objective of providing reasonable current income and
capital gains without undue risk while investing for conservation of
principal.
(h) Vanguard Index Trust - 500 Portfolio, the investment objective
of which is to provide results which correspond to the performance of Standard
& Poor's 500 Composite Stock Price (S&P 500) Index.
10.3 PARTICIPANT'S ACCOUNTS. A separate account, valued daily at fair
market value, shall be maintained in an equitable manner for each Participant,
in which a separate record shall be kept of the share of such Participant in
<PAGE>
each investment fund of the Trust Fund, comprising Salary Deferrals, Rollover
Contributions and income thereon. A statement of accounts at fair market
value shall be issued to each Participant as of the close of each calendar
quarter.
10.4 INVESTMENT ELECTIONS.
(a) A Participant's Accounts shall be invested in one or more of
the investment funds of section 10.2, above, as elected by the Participant by
filing the prescribed form with the Employer or its designee. An initial
election may be made when an Employee first becomes a Participant. A
Participant may change his investment election as of any calendar quarter by
filing the prescribed forms with the Employer or its designee at least 30 days
prior to such date. The Committee, in its discretion, may change the due date
for filing the prescribed form provided that any change in the due date shall
be communicated to all Participants, nondiscriminatory in effect and
uniformly applied. If a Participant fails to elect how his or her account is
to be invested, he or she shall be deemed to have elected to have such
accounts invested entirely in the Money-Market Fund.
(b) A Participant may elect to reallocate the balances of his
account among the investment funds of the Trust Fund. Such election must be
in a writing filed with the Employer and shall be effective as of the close of
the business day in which it is received by the Employer.
A reallocation may be made to the Schering-Plough Common Stock Fund
only to the extent that such reallocation does not result in more than 50% of
the Participant's account being invested in Schering-Plough Common Stock.
10.5 VOTING OF SCHERING-PLOUGH COMMON STOCK.
(a) Common Stock of Schering-Plough Corporation held by the Trustee
shall be voted by the Trustee at each annual meeting and at each special
meeting of stockholders of Schering-Plough Corporation as directed by the
Participant to whose account such stock is credited. Fractional shares shall
be aggregated for this purpose. Schering-Plough Corporation or, if so
designated, the Trustee, shall cause each Participant to be provided with a
copy of a notice of each such stockholder meeting and the proxy statement of
Schering-Plough Corporation relating thereto, together with an appropriate
form for the Participant to indicate his voting instructions. If instructions
are not timely received by the Trustee with respect to any such stock, the
Trustee shall not vote the uninstructed stock.
(b) Each Participant (or in the event of his death, his Beneficiary
or estate) shall have the right to instruct the Trustee in writing as to the
manner in which to respond to a tender or exchange offer for any or all shares
of Common Stock of Schering-Plough Corporation credited to such Participant's
account under the Plan. Schering-Plough Corporation or, if so designated, the
Trustee, shall notify each Participant (or Beneficiary or estate) and utilize
its best efforts to distribute on a timely basis, or cause to be distributed,
such information as will be distributed to shareholders of such corporation in
connection with any such tender or exchange offer. Upon its receipt of such
instructions, the Trustee shall tender such shares of Common Stock as and to
the extent so instructed. If the Trustee shall not receive instructions from
a Participant (or Beneficiary or estate) regarding any such tender or exchange
offer for Common Stock of Schering-Plough Corporation, the Trustee shall have
no discretion in such matter and shall take no action with respect to such
tender or exchange offer.
10.6 BENEFIT PAYMENTS. All benefits payable pursuant to the Plan shall
be paid out of the Trust Fund by the Trustee pursuant to the directions of the
Committee.
<PAGE>
ARTICLE XI
ADMINISTRATION AND OPERATION OF THE PLAN
11.1 PLAN ADMINISTRATION. The Company accepts responsibility as a named
fiduciary of the Plan with respect to: the selection and retention of one or
more Trustees as it shall deem advisable to manage and control the assets of
the Trust Fund; the approval of agreements with the Trustee(s) selected by the
Company upon such terms and conditions as the Company deems advisable; the
determination of the Plan's investment objectives and policies; and the
allocation and reallocation of Plan assets between or among such Trustee(s);
provided, however, prior to its exercise of the foregoing authorities, the
Company shall obtain the advice and approval of the Schering-Plough Investment
Committee. The Company shall also have exclusive authority with respect to:
the selection and replacement of the members of the Committee and the designa-
tion and delineation of such Committee's duties and responsibilities, in
accordance with the Plan. The Company shall act by resolution of its Board.
11.2 THE COMMITTEE. The Committee shall consist of not less than three
members. Any member may resign at will by notice to the Company or be removed
(with or without cause) by the Company. The Committee shall have exclusive
responsibility and authority for the administration of the Plan, including the
authority to interpret its provisions, to authorize distributions from Plan
assets, to establish and enforce such rules and regulations as it shall deem
proper for the administration of the Plan, to determine the amount of benefits
which shall be payable to any person in accordance with the provisions of the
Plan, and to implement benefit claim procedures in accordance with Article 11.
The Committee shall also have the responsibility for compiling and
communicating to the Trustee, the financial information and projections with
respect to anticipated contributions to and distributions from the Plan so
that the current and ongoing liquidity and other financial needs of the Plan
may be properly integrated into the recommendations of the Trustee respecting
the Plan's investment objectives. The Committee shall have the authority to
engage independent counsel and consultants in order to fulfill its
responsibilities, and to rely on the advise of same. The Committee shall also
have the responsibility with respect to reporting and disclosure requirements
under ERISA. The Committee shall also, from time to time, recommend Plan
amendments to the Board as the Committee in consultation with others may deem
appropriate. In addition to and in furtherance of the powers and authorities
herein conveyed, the Committee shall be authorized, in its discretion, to
allocate responsibilities among one or more of its members, and to delegate
responsibilities to any person or persons selected by it. Any action taken by
the Committee shall be taken by a majority of its members at a meeting or by
written instrument approved by such majority in the absence of a meeting. A
written resolution or memorandum signed by at least two members of the
Committee shall be sufficient evidence to any person of any action taken by
such Committee.
11.3 EMPLOYMENT OF ADVISERS. The Company may engage such attorneys,
actuaries, accountants, consultants or other persons to render advice or to
perform services with regard to its responsibilities under the Plan as it
shall determine to be necessary or desirable. The Company may designate by
written instrument (signed by both parties) one or more persons to carry out,
where appropriate, fiduciary responsibilities under the Plan. The Company's
duties and responsibilities under the Plan as administrator and plan sponsor
which have not been delegated to other fiduciaries pursuant to the preceding
sentence shall be carried out by its directors, officers and employees, acting
on behalf of and in the name of the Company as plan administrator or plan
sponsor, in their capacities as directors, officers and employees, and not as
individual fiduciaries.
ARTICLE XII
CLAIMS PROCEDURE
<PAGE>
12.1 APPLICATIONS FOR BENEFITS. Any application for benefits under the
Plan shall be submitted to the Committee or its designee. Such application
shall be in writing on the prescribed form and shall be addressed to the
Company's principal office, attention Savings Plan Committee.
12.2 DENIAL OF APPLICATIONS. In the event that any application for
benefits is denied in whole or in part, the Committee shall notify the
applicant in writing of the right to a review of the denial. Such written
notice shall set forth, in a manner calculated to be understood by the
applicant, specific reasons for the denial, specific references to the Plan
provisions on which the denial was based, a description of any information or
material necessary to perfect the application, an explanation of why such
material is necessary and an explanation of the Plan's review procedure. Such
written notice shall be given to the applicant within 90 days after the
Committee receives the application, unless special circumstances require an
extension of time for processing the application. In no event shall an
extension exceed a period of 90 days from the end of the initial 90-day
period. If such an extension is required, written notice thereof shall be
furnished to the applicant before the end of the initial 90-day period or the
applicant before the end of the initial 90-day period or the application shall
be deemed to have been denied for purposes of this section 12.2. Such notice
shall indicate the special circumstances requiring an extension of time and
the date which the Committee expects to render a decision.
If a notice of the denial of a claim is not furnished to the
applicant in accordance with the above period of time, his/her claim shall be
deemed denied. The applicant shall then be permitted to proceed to the review
stage described in section 12.3, below.
12.3 REQUESTS FOR REVIEW. Any person whose application for benefits is
denied in whole or in part (or such person's duly authorized representative)
may appeal from the denial by submitting to the Committee a request for a
review of such application within sixty days after receiving written notice of
the denial. The Committee shall give the applicant or such representative an
opportunity to review pertinent documents (except legally privileged
materials) in preparing such request for review and to submit issues and
comments in writing. The request for review shall be in writing and shall be
addressed to the Company's principal office, attention "Savings Plan
Administrator." The request for review shall set forth all of the grounds on
which it is based, all facts in support of the request and any other matters
which the applicant deems pertinent. The Committee may require the applicant
to submit such additional facts, documents or other materials as it may deem
necessary or appropriate in making its review.
12.4 DECISIONS ON REVIEW. The Committee shall act upon each request for
review within 60 days after receipt thereof, unless special circumstances
require an extension of time for processing, but in no event shall the
decision on review be rendered more than 120 days after the Committee receives
the request for review. If such an extension is required, written notice
thereof shall be furnished to the applicant before the end of the initial 60-
day period. The Committee shall give prompt, written notice of its decision
to the applicant. In the event that the Committee confirms the denial of the
application for benefits in whole or in part, such notice shall set forth, in
manner calculated to be understood by the applicant, the specific reasons for
such denial and specific references to the Plan provisions on which the deci-
sion is based.
However, if the Committee's decision on review is not furnished to
the applicant within the time limitations described above, the claim shall be
deemed denied on review.
<PAGE>
12.5 RULES AND PROCEDURES. The Committee shall adopt such rules and
procedures, consistent with ERISA and the Plan, as it deems necessary or
appropriate in carrying out its responsibilities under this Article XI.
12.6 EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal or equitable action
under the Plan shall be brought unless and until the claimant (i) has
submitted a written application for benefits in accordance with section 12.1,
(ii) has been notified that the application is denied, (iii) has filed a
written request for a review of the application in accordance with
section 12.3 above and (iv) has been notified in writing that the Committee
has affirmed the denial of the application. However, an action may be brought
after the Committee has failed to act on the claim within the time prescribed
in section 12.2 or 12.4 above, respectively.
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 RIGHT TO AMEND OR TERMINATE. The Company expects to continue the
Plan indefinitely. Future conditions, however, cannot be foreseen, and the
Company reserves the right to amend or terminate the Plan at any time and for
any reason. The Plan may be amended by the Board of Directors of the Company.
13.2 PROTECTION OF PARTICIPANTS. No amendment of the Plan shall reduce
the benefit of any Participant which accrued under the Plan prior to the date
when such amendment is adopted. No Plan amendment or other action by the
Company shall divert any part of the Plan's assets to purposes other than the
exclusive purpose of providing benefits to the Participants and Beneficiaries
who have an interest in the Plan and of defraying the reasonable expenses of
administering the Plan, except to the extent that section 4.8 applies.
13.3 EFFECT OF TERMINATION. Upon termination of the Plan, no assets of
the Plan shall revert to the Employer or be used for, or diverted to, purposes
other than the exclusive purpose of providing benefits to Participants and
Beneficiaries and of defraying the reasonable expenses of termination, except
to the extent that section 4.8 applies. Upon termination of the Plan, the
Trust Fund shall continue in existence until it has been completely distrib-
uted as provided in section 13.4 below.
13.4 ALLOCATION OF TRUST FUND UPON TERMINATION. Upon termination of the
Plan, the Trust Fund shall continue in existence until the Accounts of each
Participant have been distributed to such Participant (or to such
Participant's Beneficiary) pursuant to Articles V, VII and section 9.3,
provided, however, that the assets of the Plan shall be allocated in
accordance with any applicable requirements of Section 403(d)(1) of ERISA.
13.5 LIMITATION ON OBLIGATIONS. Any other provision hereof
notwithstanding, the Employer shall have no obligation to continue making
contributions to the Plan after its termination or partial termination.
Except as ERISA may otherwise provide, neither Schering, the Employer nor any
other person shall have any liability or obligation to provide benefits under
the Plan after its termination. Upon termination of the Plan, Participants
and Beneficiaries shall obtain benefits solely from the Trust Fund.
EXHIBIT 5
<PAGE>
SCHERING-PLOUGH CORPORATION
One Giralda Farms
Madison, New Jersey 07940-1000
(201) 822-7000
December 22, 1994
RE: Registration Statement on
Form S-8
Schering-Plough Corporation
One Giralda Farms
Madison, New Jersey 07940-1000
Gentlemen:
As Assistant Secretary and Senior Corporate Counsel of Schering-
Plough Corporation, a New Jersey corporation (the "Company"), I am familiar
with the proceedings taken by the company in connection with the issuance of
up to 60,000 shares of its Common Stock, par value $1 per share (the "Common
Stock"), to be issued under the Schering-Plough Puerto Rico Employees'
Retirement Savings Plan of the Company (the "Plan"), as described in a
Registration Statement on Form S-8 being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. In this connection I have examined such records, certificates,
documents and proceedings as I have deemed relevant and necessary as a basis
for the opinion expressed herein.
The Plan is subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
Based on the foregoing, it is my opinion that the Plan complies with
the applicable technical requirements of ERISA.
I hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement, and to the use of my name under the
caption "Legal Matters" in the Prospectus forming a part of such Registration
Statement.
Very truly yours,
/s/ George A. Marootian
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
<PAGE>
We consent to the incorporation by reference in this Registration Statement of
Schering-Plough Corporation on Form S-8 of the reports of Deloitte & Touche
dated February 15, 1994, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Schering-Plough Corporation for the year ended
December 31, 1993.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
December 29, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and/or directors of Schering-Plough Corporation, a New Jersey
corporation (the "Corporation"), does hereby constitute and appoint Kevin A.
Quinn, Jack L. Wyszomierski and George A. Marootian, or any of them, their
true and lawful attorney or attorneys and agent or agents, to do any and all
acts and things and to execute any and all instruments which said attorney or
attorneys and agent or agents may deem necessary or advisable to enable the
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, requirements or requests of the Securities and Exchange
Commission thereunder or in respect thereof in connection with the
registration under said Act of: (i) Common Shares of the Corporation to be
issued under the Schering-Plough Puerto Rico Employees' Retirement Savings
Plan (the "Plan") and (ii) interests in the Plan; including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the respective names of the undersigned officers and/or directors as indicated
below to the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to the registration of such
Common Shares and interests and/or to any post-effective amendment of or
supplements to such Registration Statement, and each of the undersigned does
hereby ratify and confirm all that said attorney or attorneys and agent or
agents, or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand this 13th day of December, 1994.
/s/ Robert P. Luciano /s/ Harold R. Hiser, Jr.
- ---------------------------- ------------------------------
Robert P. Luciano Harold R. Hiser, Jr.
Chairman of the Board, Chief Executive Vice President - Finance
Executive Officer and Director (Principal Financial Officer)
(Principal Executive Officer)
/s/ Thomas H. Kelly
--------------------------------
<PAGE>
Thomas H. Kelly
Vice President and Controller
(Principal Accounting Officer)
/s/ Hans Walter Becherer /s/ Hugh A. D'Andrade
- ---------------------------- ----------------------------
Hans Walter Becherer Hugh A. D'Andrade
Director Director
/s/ David C. Garfield /s/ Regina E. Herzlinger
- ---------------------------- ----------------------------
David C. Garfield Regina E. Herzlinger
Director Director
/s/ Richard J. Kogan /s/ H. B. Morley
- ---------------------------- ----------------------------
Richard J. Kogan H. B. Morley
Director Director
/s/ Richard de J. Osborne /s/ William A. Schreyer
- ---------------------------- ----------------------------
Richard de J. Osborne William A. Schreyer
Director Director
/s/ Robert F.W. van Oordt /s/ Romeo J. Ventres
- ---------------------------- ----------------------------
Robert F. W. van Oordt Romeo J. Ventres
Director Director
/s/ James Wood
-------------------------
James Wood
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned members
of the Schering-Plough Puerto Rico Employees' Retirement Savings Plan
Committee (the "Committee") does hereby constitute and appoint Wayne L. Miller
and George A. Marootian, or either of them, his or her true and lawful
attorney or attorneys and agent or agents, to do any and all acts and things
and to execute any and all instruments which said attorney or attorneys and
agent or agents may deem necessary or advisable to enable Schering-Plough
Corporation, a New Jersey corporation (the "Corporation"), to comply with the
Securities Act of 1933, as amended, and any rules, regulations, requirements
or requests of the Securities and Exchange Commission thereunder or in respect
<PAGE>
thereof in connection with the registration under said Act of: (i) shares of
Common Stock of the Corporation to be issued under the Schering-Plough Puerto
Rico Employees' Retirement Savings Plan (the "Plan") and (ii) interests in the
Plan; including specifically, but without limiting the generality of the
foregoing, power and authority to sign the respective names of the undersigned
Committee members as indicated below to the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission with respect to the
registration of such shares of Common Stock and interests and/or to any post-
effective amendment of or supplements to such Registration Statement, and each
of the undersigned does hereby ratify and confirm all that said attorney or
attorneys and agent or agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand this 22 day of December, 1994.
/s/ Manuel Calderon
- ------------------------------
Manuel Calderon, Chairman
/s/ Brenda Castrodad
- ------------------------------
Brenda Castrodad, Member
/s/ Adela Lopez
- ------------------------------
Adela Lopez, Member
/s/ Ivelisse Cordoves
- ------------------------------
Ivelisse Cordoves, Member
<PAGE>
