EXHIBIT 10

                   DIRECTORS' STOCK AWARD PLAN

                    (As amended and restated)

      1.   The purposes of the Directors Stock Award Plan are (a)
           to attract and retain highly qualified individuals to
           serve as Directors of Schering-Plough Corporation (the
           "Corporation"), (b) to relate non-employee Directors'
           compensation more closely to the Corporation's
           performance and its shareholders' interests, and (c)
           to increase non-employee Directors' stock ownership in
           the Corporation.

      2.   The Plan shall become effective on June 28, 1988 (the
           "Effective Date").

      3.   Upon the Effective Date, all incumbent non-employee
           Directors will receive 200 shares of Common Stock of
           the Corporation for each year or partial year
           remaining in his or her current term of directorship.

      4.   After the Effective Date, upon the election of any new
           non-employee Director or reelection of any incumbent
           non-employee Director, he or she will receive 200
           shares of Common Stock of the Corporation for each
           year or partial year of the term to which he or she
           has been elected; provided, however, that if a
           Director is scheduled to retire prior to the end of
           his or her current term, or does not intend to serve
           his or her full current term, his or her actual
           expected remaining term shall be used to calculate the
           award herein.

      5.   If the outstanding Common Stock of the Corporation
           shall at any time be changed or exchanged by
           declaration of a stock dividend, stock split,
           combination of shares, recapitalization, merger,
           consolidation or other corporate reorganization in
           which the Corporation is the surviving corporation,
           the number of shares distributable pursuant to Section
           4 shall be appropriately and equitably adjusted.

      6.   All shares of Common Stock of the Corporation to be
           used for purposes of this Plan shall be treasury
           shares.

      7.   Upon receiving a distribution of shares pursuant to
           this Plan, the Director may be required to represent
           in writing that he or she is acquiring such shares for
           his or her account for investment and not with a view
           to, or for sale in connection with, the distribution
           of any part thereof.  The certificate for such shares
           may include any legend which the Corporation deems
           appropriate to reflect any restrictions on
           transactions.

      8.   This Plan shall be construed in accordance with the
           laws of the State of New Jersey and may be amended or
           terminated at any time by action of the Board of
           Directors of the Corporation; provided, however, that
           this Plan shall not be amended more than once every
           six months, other than to comport with changes in the
           Internal Revenue Code, the Employee Retirement Income
           Security Act, or the rules thereunder.