EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT made and entered into as of this 28th day
of June, 1994, by and between SCHERING-PLOUGH CORPORATION, a
New Jersey corporation (the "Company"), and HUGH A. D'ANDRADE
(the "Employee");

WHEREAS, the Employee is currently serving as an Executive
Vice President of the Company and the Company desires to
secure the continuing employment of the Employee in accordance
herewith;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby agreed
as follows:

1.Employment and Term.  The Company agrees to employ the
Employee and the Employee agrees to remain in the employ of
the Company, in accordance with the terms and provisions of
this Agreement, for the period beginning on June 28, 1994, and
ending as of the close of business on June 30, 1999 (the
"Employment Period"); provided, however, that the Employment
Period shall be extended for an additional five-year period
commencing on the Effective Date (as defined in Section 11(d)
below) and ending on the fifth anniversary of the Effective
Date; and provided further that unless on or before the June 1
immediately preceding each June 30 on which the Employment
Period would otherwise end, either party delivers to the other
party a written notice of its election to terminate such
employment on such June 30, the Employment Period shall be ex-
tended for additional one-year periods commencing on the July
1 immediately succeeding such June 30 and ending on the
following June 30; and provided further that, if not pre-
viously terminated, the Employment Period shall terminate on
November 30, 2003.  

2.Duties and Powers of Employee.

(a)Position; Location.  During the Employment Period, the
Employee shall be employed as an Executive Vice President of
the Company, reporting to the Chief Executive Officer of the
Company, and with the duties and powers held by him as of the
date hereof and such other duties consistent therewith as the
Chief Executive Officer may assign him from time to time.  The
Employee's services shall be performed at the location where
the Employee is currently employed or any office which is the
headquarters of the Company and is less than 35 miles from
such location.

(b)Duties.  During the Employment Period, and excluding any
periods of vacation and sick leave to which the Employee is
entitled, the Employee agrees to devote reasonable attention
and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Employee
hereunder, to use the Employee's reasonable best efforts to
perform faithfully and efficiently such responsibilities. 
During the Employment Period it shall not be a violation of
this Agreement for the Employee to (i) serve on corporate,
civic or charitable boards or committees, (ii) deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (iii) manage personal investments, so long as
such activities do not significantly interfere with the
performance of the Employee's responsibilities as an employee
of the Company in accordance with this Agreement.  It is ex-
pressly understood and agreed that to the extent that any such
activities have been conducted by the Employee prior to the
date of this Agreement or subsequent thereto consistent with
this Section 2(b), the continued conduct of such activities
(or the conduct of activities similar in nature and scope
thereto) shall not thereafter be deemed to interfere with the
performance of the Employee's responsibilities to the Company.

3.Compensation.  The Employee shall receive the following
compensation for his services:

(a)Salary.  So long as the Employee is employed by the
Company, he shall be paid an annual base salary ("Annual Base
Salary") at the rate of not less than $522,000 per year, in
accordance with the Company's payroll practices as in effect
from time to time, but in no event less often than monthly,
and subject to any and all required withholdings and deduc-
tions for Social Security, income taxes and the like.  The
Board of Directors of the Company (the "Board") may from time
to time direct such upward adjustments to Annual Base Salary
as the Board deems to be necessary or desirable; provided,
however, that during the Change of Control Period (as defined
in Section 11(b)), the Annual Base Salary shall be reviewed at
least annually and shall be increased at any time and from
time to time as shall be substantially consistent with
increases in base salary generally awarded in the ordinary
course of business to other senior executives of the Company
and its affiliated companies (as defined in Section 11(e)
below).  Annual Base Salary shall not be reduced after any
increase thereof pursuant to this Section 3(a).  Any increase
in Annual Base Salary shall not serve to limit or reduce any
other obligation of the Company under this Agreement.

(b)Incentive Cash Compensation.  So long as the Employee is
employed by the Company, he shall be eligible annually for
awards (such aggregate awards for each year are hereinafter
referred to as the "Annual Bonus") from the Company's
Executive Incentive Plan ("EIP"), and from any successor or
replacement plan, and from any other plan of the Company or
any of its affiliated companies providing for the payment of
bonuses which are payable to the Employee in cash (the EIP and
such successor, replacement or other plans being referred to
herein collectively as the "Cash Bonus Plans"), in accordance
with the terms thereof; provided, however, that, during the
Change of Control Period, the Employee shall be awarded, for
each fiscal year ending during the Change of Control Period,
an Annual Bonus at least equal to the average Annual Bonus
(annualized for any fiscal year consisting of less than twelve
full months) paid or payable, including by reason of any
deferral, to the Employee by the Company and its affiliated
companies in respect of the three most recent full fiscal
years ending on or prior to the Change of Control Date (as
defined in Section 11(a) below) (the "Recent Average Bonus"). 
Each Annual Bonus shall be paid no later than the end of the
third month of the fiscal year next following the fiscal year
for which the Annual Bonus is awarded, unless the Employee
shall elect to defer the receipt of such Annual Bonus.

(c)Special Bonus.  In addition to Annual Base Salary and
Annual Bonus payable as hereinabove provided, if a Change of
Control (as defined in Section 11(c) below) occurs and the
Employee remains employed with the Company and its affiliated
companies through the first anniversary of the Change of
Control Date, the Company shall pay to the Employee no later
than 30 days after the date of such first anniversary a
special bonus (the "Special Bonus") in recognition of the
Employee's services during the crucial one-year transition
period following the Change of Control in cash equal to the
sum of (A) the Annual Base Salary in effect on such date, (B)
the greater of (1) the Annual Bonus paid or payable, including
by reason of any deferral, to the Employee (and annualized for
any fiscal year consisting of less than twelve full months)
for the most recently completed fiscal year preceding such
date, if any, and (2) the Recent Average Bonus (such greater
amount shall be hereinafter referred to as the "Highest Annual
Bonus") and (C) the greater of (1) the amounts contributed on
behalf of the Employee under the Schering Company's Employees'
Profit Sharing Incentive Plan or any successor or replacement
plan thereto (the "PSIP") and the Schering Company's Profit
Sharing Benefits Equalization Plan or any successor or
replacement plan thereto (the "PSIP Excess Plan"), for the
most recently completed fiscal year preceding such date and
(2) the average annual amounts contributed on behalf of the
Employee under the PSIP and PSIP Excess Plan (and annualized
for any fiscal year consisting of less than twelve full
months) in respect of the three fiscal years immediately
preceding the fiscal year in which the Effective Date occurs
(such greater amount shall be hereinafter referred to as the
"Highest Annual PSIP Contribution").

(d)Incentive and Savings and Retirement Plans.  So long as the
Employee is employed by the Company, he shall be entitled to
participate in all incentive and savings (in addition to the
Cash Bonus Plans) and retirement plans, practices, policies
and programs applicable generally to other senior executives
of the Company and its affiliated companies.

(e)Welfare Benefit Plans.  The Employee and/or the Employee's
family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by
the Company and its affiliated companies (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent
applicable generally to other senior executives of the Company
and its affiliated companies.

(f)Expenses.  So long as the Employee is employed by the
Company, he shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by the Employee in
accordance with the policies, practices and procedures of the
Company and its affiliated companies from time to time in
effect, commensurate with his position and on a basis at least
comparable to that of other senior executives of the Company.

(g)Fringe Benefits.  So long as the Employee is employed by
the Company, he shall be entitled to fringe benefits in
accordance with the plans, practices, programs and policies of
the Company and its affiliated companies from time to time in
effect, commensurate with his position and at least comparable
to those received by any other senior executive of the
Company.

(h)Office and Support Staff.  So long as the Employee is
employed By the Company, he shall be entitled to an office or
offices of a size and with furnishings and other appointments,
and to exclusive personal secretarial and other assistance,
commensurate with his position and at least comparable to
those received by any other senior executive of the Company.

(i)Vacation and Other Absences.  So long as the Employee is
employed by the Company, he shall be entitled to paid vacation
and such other paid absences whether for holidays, illness,
personal time or any similar purposes, in accordance with the
plans, policies, programs and practices of the Company and its
affiliated companies in effect from time to time, commensurate
with his position and at least comparable to those received by
any other senior executive of the Company.

(j)Additional Benefits.  In addition to, and not in limitation
(except as provided in Section 3(j)(ii)) of, the foregoing,
the Employee shall be entitled to the following:

(i)Supplemental Retirement Plan ("SRP").  An unfunded,
non-tax-qualified annual pension supplement (the "Normal
Supplement"), subject to the terms and conditions set forth
below, of the excess of an amount which is the greatest of (A)
or (B) or (C), over (D), where:

(A)is two percent (2%) of the Employee's "final average
earnings" (the average of his Annual Base Salary over the
highest sixty (60) consecutive months in his last one hundred
twenty (120) months of employment with the Company plus the
average of his last five (5) annual awards from the Cash Bonus
Plans) times his years of service with the Company up to
twenty (20) years

    plus

one percent (1%) of the same "final average earnings" times
his years of service with the Company in excess of twenty (20)
years;

(B)is thirty-five percent (35%) of the Employee's "final
average earnings", as defined hereinabove; provided, however,
that this subparagraph (B) shall apply only if the Employee is
in the employ of the Company when he reaches age sixty (60)
with at least ten (10) years of service with the Company;

(C)is fifty-five percent (55%) of the Employee's "final
average earnings", as defined hereinabove; provided, however,
that this subparagraph (C) shall apply only if the Employee is
in the employ of the Company on or after he reaches age
sixty-two (62); and

(D)is the sum of (I) the Employee's pension from the Company's
qualified retirement plan and retirement benefits equalization
plan applicable to him and (II) the amount of any benefits
paid under the Company's Supplemental Executive Retirement
Plan or any successor or replacement plan (collectively with
the SRP, the "SERP").  

In the event the Employee elects to retire prior to age
sixty-five (65) ("Early Retirement"), the Employee shall be
entitled, in lieu of the Normal Supplement, to an unfunded,
non-tax-qualified annual pension supplement (the "Early
Retirement Supplement"), subject to the terms and conditions
set forth below, the excess of (AA) over (BB) below, where:

   (AA)is the amount computed in accordance with (A) or, if
applicable and greater, (B) or (C) hereinabove, reduced four
percent (4%) for each year that the Employee's retirement pre-
cedes age sixty-two (62); provided, however, that such amount
shall not be less than thirty-five percent (35%) of the Em-
ployee's "final average earnings" if the Employee's early
retirement occurs on or after he reaches age sixty (60) with
at least ten (10) years of service; and

   (BB)is the sum of (I) the Employee's pension payable at
early retirement from the Company's qualified retirement plan
and retirement benefits equalization plan applicable to him
and (II) the amount of any benefits paid under the Company's
Supplemental Executive Retirement Plan or any successor or re-
placement plan.

For all purposes in this Agreement, "service" shall include
any period of time during which compensation is being paid or
provided to the Employee pursuant to Section 5 of this
Agreement or for services rendered to the Company as an
employee whether pursuant to this Agreement or otherwise.  In
addition, for all purposes in this Agreement, the provisions
of subparagraph (a)(iv) of Section 5 shall be taken into
account, if applicable.  Except as provided for in this
Agreement, the provisions of the Company's qualified
retirement plan applicable to the Employee shall apply to the
pension supplement provided hereunder.  If payable, the Normal
Supplement or the Early Retirement Supplement, as the case may
be, shall commence to be paid upon the date of the Employee's
retirement or deemed retirement.  The Normal Supplement or the
Early Retirement Supplement, as the case may be, shall be com-
puted on a straight life annuity basis, with an option to the
Employee to receive the actuarial equivalent of such
supplement under a joint and survivor's annuity; provided,
however, that in the event the Employee retires or is deemed
to retire from the employ of the Company on or after he
reaches or is deemed to reach age sixty-two (62), (x) the
Employee shall be entitled to receive the Normal Supplement on
a straight life annuity basis and (y) after the Employee's
death (other than a death while employed by the Company), his
wife shall be entitled to receive annually for the duration of
her life an amount equal to the excess of (i) 45% of "final
average earnings", as defined hereinabove, over (ii) the
amount payable to her set forth in (D) above.  In the event of
the Employee's death while employed or deemed employed by the
Company, the Employee's wife shall be entitled to receive for
the duration of her life benefits under the SRP in an amount
equal to 50% of the Normal Supplement which the Employee would
have received if the Employee had retired on the date of his
death (but without the reduction provided by (AA) above).  If
the Employee's benefits under the Company's qualified
retirement plan are to continue after his death for the
benefit of his spouse or a designated beneficiary, then he
shall have the right at any time to change the recipient of
any survivorship benefit payable under the SRP; provided, how-
ever, that any such change, if made after the applicable
deadline set forth in the qualified retirement plan, shall not
affect the amount of the benefit payable under the SRP as
originally calculated or the term for which such benefit is
payable, also as originally calculated.  

    (ii)Executive Death Benefits.  A program (coordinated with
the Company's regular death benefit program for executives)
which includes the following death benefits:

(A)Executive life insurance no less favorable than that
available under the Company's executive life insurance program
in effect as of May 1, 1993; 

(B)non-contributory, pre-retirement accidental death and
dismemberment insurance of Twenty-five Thousand Dollars
($25,000); and

(C)pre-retirement coverage under a 24-hour accidental death
and dismemberment program, on a non-contributory basis, in an
amount equal to three times the Annual Base Salary.  

   (iii)Executive Long-Term Disability Program.  During the
Employment Period, so long as the Employee is employed by the
Company, an unfunded, uninsured program which provides a
monthly supplement to the Company's salaried employees'
regular long-term disability plan applicable to the Employee,
such supplement (payable monthly) to be the excess of (A) over
(B), where:

(A)is equal to fifty percent (50%) of the sum of (i)
one-twelfth of the Annual Base Salary and (ii) one-twelfth
(1/12) of the Employee's target EIP (or successor or
replacement incentive plans) award for the calendar year in
which disability commences, or if the foregoing is
inapplicable, his actual EIP (or successor or replacement
incentive plans) award for the calendar year preceding the
year of disability; and

(B)is equal to the Employee's benefit from the Company's
regular long-term disability plan applicable to salaried
employees, plus disability income benefits from other
government sources.

    (iv)Executive Medical Plan.  During the Employment Period,
so long as the Employee is employed by the Company, a plan
that reimburses the Employee for his and his dependents'
medical expenses not to exceed Ten Thousand Dollars ($l0,000)
per year, which expenses are not reimbursed by the Company's
medical plans applicable to salaried employees.

4.Termination of Employment.

(a)Death or Disability.  The Employee's employment shall
terminate automatically upon the Employee's death during the
Employment Period.  If the Company determines in good faith
that the Disability (as defined below) of the Employee has
occurred during the Employment Period, it may give to the
Employee written notice in accordance with Section 12(b) of
this Agreement of its intention to terminate the Employee's
employment.  In such event, the Employee's employment with the
Company shall terminate effective on the 30th day after
receipt of such notice by the Employee (the "Disability
Effective Date"), provided that, within the 30 days after such
receipt, the Employee shall not have returned to full-time
performance of the Employee's duties.  For purposes of this
Agreement, "Disability" shall mean the absence of the Employee
from the Employee's duties with the Company on a full-time
basis for 180 consecutive business days as a result of
incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Employee
or the Employee's legal representative (such agreement as to
acceptability not to be withheld unreasonably).

(b)Cause.  The Company may terminate the Employee's employment
during the Employment Period for Cause.  For purposes of this
Agreement, "Cause" shall mean (i) repeated violations by the
Employee of the Employee's obligations under Section 2 of this
Agreement (other than as a result of incapacity due to
physical or mental illness) which violations (A) are
demonstrably willful and deliberate on the Employee's part,
(B) are committed in bad faith or without reasonable belief
that such violations are in the best interests of the Company
and (C) are not remedied in a reasonable period of time after
receipt of written notice from the Company specifying such
violations or (ii) the conviction of the Employee of a felony
involving moral turpitude.

(c)Good Reason; Window Period.  The Employee may terminate his
employment (x) during the Employment Period for Good Reason or
(y) during the Window Period without any reason.  For purposes
of this Agreement, the "Window Period" shall mean the 30-day
period immediately following the first anniversary of the
Change of Control Date.  For purposes of this Agreement, "Good
Reason" shall mean:

(i)the assignment to the Employee of any duties inconsistent
in any respect with the Employee's position (including status,
offices, titles and reporting requirements), authority, duties
or responsibilities as contemplated by Section 2(a) of this
Agreement, or any other action by the Company which results in
a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of
notice thereof given by the Employee;

    (ii)the Company's requiring the Employee to be based at
any office or location other than as described in Section 2(a)
of this Agreement;

   (iii)any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring
in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Employee;

    (iv)any purported termination by the Company of the
Employee's employment otherwise than as expressly permitted by
this Agreement; or

(v)any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement, provided that such successor
has received at least ten days' prior written notice from the
Company or the Employee of the requirements of Section 10(c)
of this Agreement.

For purposes of this Section 4(c), any good faith determi-
nation of "Good Reason" made by the Employee shall be con-
clusive and binding on the Company.

(d)Notice of Termination.  Any termination by the Company for
Cause, or by the Employee without any reason during the Window
Period or for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with
Section 12(b) of this Agreement.  For purposes of this
Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Employee's employ-
ment under the provision so indicated and (iii) if the Date of
Termination (as defined in Section 4(e)) is other than the
date of receipt of such notice, specifies the termination date
(which date shall be not more than fifteen days after the
giving of such notice).  The failure by the Employee or the
Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or
Cause shall not waive any right of the Employee or the Company
hereunder or preclude the Employee or the Company from
asserting such fact or circumstance in enforcing the
Employee's or the Company's rights hereunder.

(e)Date of Termination.  "Date of Termination" means (i) if
the Employee's employment is terminated by the Company for
Cause, or by the Employee during the Window Period or for Good
Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if
the Employee's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Employee of such
termination and (iii) if the Employee's employment is
terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Employee or the
Disability Effective Date, as the case may be.

5.Obligations of the Company upon Termination.

(a)Good Reason or during the Window Period; Other Than for
Cause, Death or Disability.  If, during the Employment Period,
the Company shall terminate the Employee's employment other
than for Cause or Disability or the Employee shall terminate
his employment either for Good Reason or without any reason
during the Window Period:

(i)the Company shall pay to the Employee in a lump sum in cash
within 30 days after the Date of Termination the aggregate of
the following amounts:

(A)the sum of (1) the Employee's Annual Base Salary through
the Date of Termination to the extent not theretofore paid,
(2) the product of (x) the Highest Annual Bonus and (y) a
fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the
denominator of which is 365, (3) the Special Bonus, if due to
the Employee pursuant to Section 3(c) of this Agreement, to
the extent not theretofore paid and (4) any compensation
previously deferred by the Employee (together with any accrued
interest or earnings thereon) and any accrued vacation pay, in
each case to the extent not theretofore paid (the sum of the
amounts described in clauses (1), (2), (3) and (4) shall be
hereinafter referred to as the "Accrued Obligations"); and

(B)the amount (such amount shall be hereinafter referred to as
the "Severance Amount") equal to the product of (1) two and
(2) the sum of (x) the Employee's Annual Base Salary, (y) the
Highest Annual Bonus and (z) the Highest Annual PSIP
Contribution; provided, however, that in the event the Special
Bonus has not been paid or is not payable to the Employee,
such amount shall be increased by the amount of the Special
Bonus as if such Special Bonus were then due and payable to
the Employee; and, provided further, that the Severance Amount
shall be reduced by the present value (determined as provided
in Section 280G(d)(4) of the Internal Revenue Code of 1986, as
amended (the "Code")), of any other amount of severance
relating to salary or bonus continuation to be received by the
Employee upon termination of employment of the Employee under
any severance plan, policy or arrangement of the Company; and

(C)a separate lump-sum supplemental retirement benefit (which
shall be payable in addition to the annual pension supplement
required to be paid to the Employee under Section 3(j) above)
equal to the difference between (1) the actuarial equivalent
(utilizing for this purpose the actuarial assumptions utilized
with respect to the Company's qualified retirement plan ap-
plicable to the Employee during the 90-day period immediately
preceding the Date of Termination or, if more favorable to the
Employee, as in effect at any time thereafter (the "Retirement
Plan")) of the benefit payable under the Retirement Plan and
any supplemental and/or excess retirement plan providing
benefits for the Employee, including without limitation the
SERP, which the Employee would receive if the Employee's
employment continued at the compensation level provided for in
Section 3 of this Agreement for a period of three years from
and after the Date of Termination, assuming for this purpose
that all accrued benefits are fully vested and that benefit
accrual formulas are no less advantageous to the Employee than
those in effect during the 90-day period immediately preceding
the Date of Termination or, if more favorable to the Employee,
as in effect at any time thereafter, and (2) the actuarial
equivalent (utilizing for this purpose the actuarial
assumptions utilized with respect to the Retirement Plan
during the 90-day period immediately preceding the Date of
Termination or, if more favorable to the Employee, as in
effect at any time thereafter) of the Employee's actual ben-
efit (paid or payable), if any, under the Retirement Plan and
the SERP (as modified by subparagraph (a)(iv) of this Section
5) (the amount of such benefit shall be hereinafter referred
to as the "Supplemental Retirement Amount"); and

    (ii)for a period of three years from and after the Date of
Termination, or such longer period as any plan, program,
practice or policy may provide, the Company shall continue
benefits to the Employee and/or the Employee's family at least
equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies
described in Section 3(e) of this Agreement if the Employee's
employment had not been terminated in accordance with the most
favorable plans, practices, programs or policies of the
Company and its affiliated companies as in effect and
applicable generally to other senior executives of the Company
and its affiliated companies and their families during the
90-day period immediately preceding the Date of Termination
or, if more favorable to the Employee, as in effect at any
time thereafter or, if more favorable to the Employee, as in
effect generally at any time thereafter with respect to other
senior executives of the Company and its affiliated companies
and their families; provided, however, that if the Employee
becomes reemployed with another employer and is eligible to
receive medical or other welfare benefits under another
employer provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility
(such continuation of such benefits for the applicable period
herein set forth shall be hereinafter referred to as "Welfare
Benefit Continuation").  For purposes of determining
eligibility of the Employee for retiree benefits pursuant to
such plans, practices, programs and policies, the Employee
shall be considered to have remained employed until the third
anniversary of the Date of Termination and to have retired on
the date of such third anniversary; 

   (iii)to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Employee and/or the
Employee's family any other amounts or benefits required to be
paid or provided or which the Employee and/or the Employee's
family is eligible to receive pursuant to this Agreement and
under any plan, program, policy or practice or contract or
agreement of the Company and its affiliated companies as in
effect and applicable generally to other senior executives of
the Company and its affiliated companies and their families
during the 90-day period immediately preceding the Date of
Termination or, if more favorable to the Employee, as in
effect generally thereafter with respect to other senior
executives of the Company and its affiliated companies and
their families (such other amounts and benefits shall be
hereinafter referred to as the "Other Benefits"); and

    (iv)for purposes of computation and payment of benefits
under the SRP provided by subparagraph (j)(i) of Section 3
above, the Employee shall be deemed (A) to continue to be
employed by the Company and to accrue years of service from
the Date of Termination through the third anniversary thereof,
(B) to retire on such third anniversary, and (C) to have
attained age 62 on such third anniversary (if he is then
younger than 62 years).

(b)Death.  If the Employee's employment is terminated by
reason of the Employee's death during the Employment Period,
the Company shall have no further obligations to the
Employee's legal representatives under this Agreement, other
than for (i) payment of Accrued Obligations (which shall be
paid to the Employee's estate or beneficiary, as applicable,
in a lump sum in cash within 30 days of the Date of
Termination) and the timely payment or provision of the
Welfare Benefit Continuation and Other Benefits (excluding, in
each case, Death Benefits (as defined below)) and (ii) payment
to the Employee's estate or beneficiary, as applicable, in a
lump sum in cash within 30 days of the Date of Termination of
an amount equal to the greater of (A) the sum of the Severance
Amount and the Supplemental Retirement Amount and (B) the
present value (determined as provided in Section 280G(d)(4) of
the Code) of any cash amount to be received by the Employee or
the Employee's family as a death benefit pursuant to the terms
of any plan, policy or arrangement of the Company and its
affiliated companies, including but not limited to the death
benefits described in Section 3(j)(ii), but not including any
proceeds of life insurance covering the Employee paid for on a
contributory basis by the Employee (which shall be paid in any
event as an Other Benefit) (the benefits included in this
clause (B) shall be hereinafter referred to as the "Death
Benefits").

(c)Disability.  If the Employee's employment is terminated by
reason of the Employee's Disability during the Employment
Period, the Company shall have no further obligations to the
Employee under this Agreement, other than for (i) payment of
Accrued Obligations (which shall be paid to the Employee in a
lump sum in cash within 30 days of the Date of Termination)
and the timely payment or provision of the Welfare Benefit
Continuation and Other Benefits (excluding, in each case,
Disability Benefits (as defined below)) and (ii) payment to
the Employee in a lump sum in cash within 30 days of the Date
of Termination of an amount equal to the greater of (A) the
sum of the Severance Amount and the Supplemental Retirement
Amount and (B) the present value (determined as provided in
Section 280G(d)(4) of the Code) of any cash amount to be
received by the Employee as a disability benefit pursuant to
the terms of any plan, policy or arrangement of the Company
and its affiliated companies, but not including any proceeds
of disability insurance covering the Employee paid for on a
contributory basis by the Employee (which shall be paid in any
event as an Other Benefit) (the benefits included in this
clause (B) shall be hereinafter referred to as the "Disability
Benefits").

(d)Cause; Other than for Good Reason.  If the Employee's
employment shall be terminated for Cause during the Employment
Period, the Company shall have no further obligations to the
Employee under this Agreement other than the obligation to pay
to the Employee Annual Base Salary through the Date of
Termination plus the amount of any compensation previously
deferred by the Employee, in each case to the extent
theretofore unpaid.  If the Employee terminates employment
during the Employment Period, excluding a termination either
for Good Reason or without any reason during the Window
Period, the Company shall have no further obligations to the
Employee, other than for Accrued Obligations and the timely
payment or provision of Other Benefits.  In such case, all
Accrued Obligations shall be paid to the Employee in a lump
sum in cash within 30 days of the Date of Termination.

(e)Resolution of Disputes.  If there shall be any dispute
between the Company and the Employee about (i) in the event of
any termination of the Employee's employment by the Company,
whether such termination was for Cause, or (ii) in the event
of any termination by the Employee of his employment for Good
Reason, whether the Employee determined in good faith that
Good Reason existed, then, unless and until there is a final,
nonappealable judgment by a court of competent jurisdiction
declaring that such termination was for Cause or that such
determination was not made in good faith, the Company shall
pay all amounts, and provide all benefits, to the Employee
and/or his family or other beneficiaries, as the case may be,
that the Company would be required to pay or provide pursuant
to Section 5(a) as though such termination were by the Company
without Cause or by the Employee with Good Reason; provided,
however, that the Company shall not be required to pay any
disputed amounts pursuant to this paragraph (e) except upon
receipt of an undertaking by or on behalf of the Employee to
repay all such amounts to which he is ultimately adjudged by
such court not to be entitled.

(f)If the Company shall deliver to the Employee a written
notice of its election to terminate his employment, as
provided in the second proviso to Section 1, then his
employment shall be deemed to have been terminated by the
Company without Cause, unless such notice states that it is a
"Notice of Termination" and satisfies the requirements set
forth in Section 4(d).  If the Employee shall deliver to the
Company such a notice, then his employment shall be deemed to
have been terminated by him without Good Reason, unless such
notice states that it is a "Notice of Termination" and
satisfies the requirements set forth in Section 4(d).

6.Non-exclusivity of Rights.  Except as provided in Sections
5(a)(ii), 5(b) and 5(c) of this Agreement, nothing in this
Agreement shall prevent or limit the Employee's continuing or
future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and
for which the Employee may qualify, nor shall anything herein
limit or otherwise affect such rights as the Employee may have
under any contract or agreement entered into after the date
hereof with the Company or any of its affiliated companies. 
Amounts which are vested benefits or which the Employee is
otherwise entitled to receive under any plan, policy, practice
or program of, or any contract or agreement entered into after
the date hereof with, the Company or any of its affiliated
companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly modified
by this Agreement.

7.Full Settlement.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the
Employee or others.  In no event shall the Employee be
obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Employee under
any of the provisions of this Agreement and, except as
provided in Section 5(a)(ii) of this Agreement, such amounts
shall not be reduced whether or not the Employee obtains other
employment.  The Company agrees to pay promptly as incurred,
to the full extent permitted by law, all legal fees and
expenses which the Employee may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the
Company, the Employee or others of the validity or
enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including
as a result of any contest by the Employee about the amount of
any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Code.

8.Certain Additional Payments by the Company.  

(a)Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the
Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code
(or any successor provision) or any interest or penalties are
incurred by the Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"),
then the Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after
payment by the Employee of all taxes (including any interest
or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Employee retains an amount of
the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.

(b)Subject to the provisions of Section 8(c) of this
Agreement, all determinations required to be made under this
Section 8, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination,
shall be made by Deloitte & Touche (or any successor thereto
by merger or operation of law) (the "Accounting Firm") which
shall provide detailed supporting calculations both to the
Company and the Employee within 15 business days of the
receipt of a request from the Employee, or such earlier time
as is requested by the Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control,
the Employee shall appoint another nationally recognized
accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any
Gross-Up Payment, as determined pursuant to this Section 8,
shall be paid by the Company to the Employee within five days
of the receipt of the Accounting Firm's determination.  If the
Accounting Firm determines that no Excise Tax is payable by
the Employee, it shall furnish the Employee with a written
opinion that failure to report the Excise Tax on the
Employee's applicable federal income tax return would not
result in the imposition of a negligence or similar penalty. 
Any determination by the Accounting Firm shall be binding upon
the Company and the Employee.  As a result of the uncertainty
in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it
is possible that Gross-Up Payments which will not have been
made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made
hereunder.  In the event that the Company exhausts its
remedies pursuant to Section 8(c) of this Agreement and the
Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the benefit of
the Employee.

(c)The Employee shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the
Employee is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date
on which such claim is requested to be paid.  The Employee
shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives such notice to the
Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the
Company notifies the Employee in writing prior to the
expiration of such period that it desires to contest such
claim, the Employee shall:

(i)give the Company any information reasonably requested by
the Company relating to such claim,

    (ii)take such action in connection with contesting such
claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company,

   (iii)cooperate with the Company in good faith in order
effectively to contest such claim, and

    (iv)permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest
and penalties) incurred in connection with such contest and
shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and ex-
penses.  Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings
taken in connection with such contest and, at its sole option,
may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole
option, either direct the Employee to pay the tax claimed and
sue for a refund or to contest the claim in any permissible
manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts,
as the Company shall determine; provided, however, that if the
Company directs the Employee to pay such claim and sue for a
refund, the Company shall advance the amount of such payment
to the Employee, on an interest-free basis and shall indemnify
and hold the Employee harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest or penalties
with respect thereto) imposed with respect to such advance or
with respect to any imputed income with respect to such
advance; and provided, further that any extension of the
statute of limitations relating to payment of taxes for the
taxable year of the Employee with respect to which such
contested amount is claimed to be due is limited solely to
such contested amount.  Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Employee
shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any
other taxing authority.

(d)If, after the receipt by the Employee of an amount advanced
by the Company pursuant to Section 8(c) of this Agreement, the
Employee becomes entitled to receive any refund with respect
to such claim, the Employee shall (subject to the Company's
complying with the requirements of Section 8(c) of this
Agreement) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon
after taxes applicable thereto).  If, after the receipt by the
Employee of an amount advanced by the Company pursuant to
Section 8(c) of this Agreement, a determination is made that
the Employee shall not be entitled to any refund with respect
to such claim and the Company does not notify the Employee in
writing of its intent to contest such denial of refund prior
to the expiration of 30 days after such determination, then
such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be
paid.

9.Confidential Information and Competitive Conduct.  The
Employee shall hold in a fiduciary capacity for the benefit of
the Company all secret or confidential information, knowledge
or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have
been obtained by the Employee during the Employee's employment
by the Company or any of its affiliated companies and which
shall not be or become public knowledge (other than by acts by
the Employee or representatives of the Employee in violation
of this Agreement).  After termination of the Employee's
employment with the Company, the Employee shall not, without
the prior written consent of the Company or as may otherwise
be required by law or legal process, communicate or divulge
any such information, knowledge or data to anyone other than
the Company and those designated by it.  In no event shall an
asserted violation of the provisions of this Section 9
constitute a basis for deferring or withholding any amounts
otherwise payable to the Employee under this Agreement. 
Subject to the previous sentence, nothing herein shall be
construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach,
including the recovery of damages from the Employee.

10.Successors.  

(a)This Agreement is personal to the Employee and without the
prior written consent of the Company shall not be assignable
by the Employee otherwise than by will or the laws of descent
and distribution.  This Agreement shall inure to the benefit
of and be enforceable by the Employee's legal representatives.

(b)This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or
otherwise.

11.Certain Definitions.  The following defined terms used in
this Agreement shall have the meanings indicated:

(a)The "Change of Control Date" shall mean the first date on
which a Change of Control occurs.  Anything in this Agreement
to the contrary notwithstanding, if a Change of Control occurs
and if the Employee's employment with the Company is
terminated or the Employee ceases to have the position of
Executive Vice President of the Company, as set forth in
Section 2(a), prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Employee
that such termination or cessation (i) was at the request of a
third party who has taken steps reasonably calculated to
effect the Change of Control or (ii) otherwise arose in con-
nection with or anticipation of the Change of Control, then
for all purposes of this Agreement the "Change of Control
Date" shall mean the date immediately prior to the date of
such termination or cessation.

(b)The "Change of Control Period" shall mean the period
commencing on the Change of Control Date and ending on the
last day of the Employment Period.

(c)"Change of Control" shall mean:

(i)The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person"), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion
privilege), (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its
affiliated companies or (D) any acquisition by any corporation
pursuant to a transaction described in clauses (A), (B) and
(C) of subparagraph (iii) of this paragraph (c); or

    (ii)Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Incumbent Board; or

   (iii)Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (A)
all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or con-
solidation beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting
from such reorganization, merger or consolidation in substan-
tially the same proportions as their ownership, immediately
prior to such reorganization, merger or consolidation of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan (or
related trust) of the Company or of the corporation resulting
from such reorganization, merger or consolidation)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation and (C) at
least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time
of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

   (iv)Approval by the shareholders of the Company of (A) a
complete liquidation or dissolution of the Company or (B) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with
respect to which, following such sale or other disposition,
(I) more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Out-
standing Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (II) no Person
(excluding the Company and any employee benefit plan (or
related trust) of the Company or of such corporation) then
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (III) at least
a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the
Company.

(d)The "Effective Date" shall mean the first date during the
Employment Period on which a Change of Control occurs. 
Anything in this Agreement to the contrary notwithstanding, if
a Change of Control occurs and if the Employee's employment
with the Company is terminated or the Employee ceases to hold
the offices set forth in Section 2 above prior to the date on
which the Change of Control occurs, and if it is reasonably
demonstrated by the Employee that such termination of
employment or cessation of status as an officer (i) was at the
request of a third party who has taken steps reasonably
calculated to effect the Change of Control or (ii) otherwise
arose in connection with or anticipation of the Change of
Control, then for all purposes of this Agreement the
"Effective Date" shall mean the date immediately prior to the
date of such termination of employment or cessation of status
as an officer.

(e)The term "affiliated company" shall mean any company
controlled by, controlling or under common control with the
Company.

12.Miscellaneous.  

(a)This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without
reference to principles of conflict of laws.  The captions of
this Agreement are not part of the provisions hereof and shall
have no force or effect.  This Agreement may not be amended,
modified, repealed, waived, extended or discharged except by
an agreement in writing signed by the party against whom
enforcement of such amendment, modification, repeal, waiver,
extension or discharge is sought.  No person, other than
pursuant to a resolution of the Board or a committee thereof,
shall have authority on behalf of the Company to agree to
amend, modify, repeal, waive, extend or discharge any
provision of this Agreement or anything in reference thereto.

(b)All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party
or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:  

If to the Employee:

Hugh A. D'Andrade
50-I New England Avenue
Summit, New Jersey  07901

If to the Company:

Schering-Plough Corporation
One Giralda Farms
Madison, New Jersey 07940-1000
Attention: General Counsel

or to such other address as either party shall have furnished
to the other in writing in accordance herewith.  Notice and
communications shall be effective when actually received by
the addressee.

(c)The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

(d)The Company may withhold from any amounts payable under
this Agreement such Federal state or local taxes as shall be
required to be withheld pursuant to any applicable law or
regulation.

(e)The Employee's or the Company's failure to insist upon
strict compliance with any provision hereof or any other
provision of this Agreement or the failure to assert any right
the Employee or the Company may have hereunder including,
without limitation, the right of the Employee to terminate
employment for Good Reason pursuant to Section 4(c) of this
Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this
Agreement.

(f)When used herein in connection with plans, programs and
policies relating to the Employee, employees, compensation,
benefits, perquisites, executive benefits, services and
similar words and phrases, the word "Company" shall be deemed
to include Schering Corporation and Plough, Inc., wholly-owned
subsidiaries of the Company.

(g)This instrument contains the entire agreement of the
parties, and all promises, representations, understandings,
arrangements and prior agreements are merged herein and
superseded hereby, including without limitation the agreement
between the Company and the Employee dated as of May 27, 1981,
as amended as of September 10, 1981 (regarding change of
control) and the agreement between the Company and the
Employee dated as of September 25, 1989 (regarding certain tax
gross-up payments).  

IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year
first above written.



/s/ Hugh A. D'Andrade      
Hugh A. D'Andrade



SCHERING-PLOUGH CORPORATION



/s/ Robert P. Luciano       
Chairman of the Board and Chief Executive Officer