Exhibit 10(e)(i)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corpora-
tion (the "Company"), and ROBERT P. LUCIANO (the "Employee")
dated as of September 26, 1989, as amended as of June 28,
1994 (as so amended, the "Employment Agreement"), made and
entered into as of this 1st day of March, 1995;
WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby
agreed as follows:
1.Subparagraph (k)(i) of Section 3 of the Employment
Agreement is hereby amended by inserting at the end thereof
the following additional material:
Notwithstanding the foregoing, the Employee shall be
entitled to elect that the SRP shall be paid in accordance
with any optional form of benefit available under the
Company's qualified retirement plan or as provided below.
The Employee may elect (the "Employee's Lump Sum Election")
to receive payment of the actuarial equivalent of the
aggregate of his Normal Supplement or Early Retirement
Supplement, as the case may be (the "Employee's Benefit")
and the benefit payable to his wife after his death pursuant
to the preceding paragraph (the "Survivor's Benefit") in a
lump sum in cash or in up to five equal annual cash
installments on or commencing on the date of his retirement
or the first day of any month thereafter not later than the
second anniversary of the date of his retirement. If the
Employee dies after retirement with an Employee's Lump Sum
Election in effect but prior to the payment of the full
amount of the lump sum or annual installments due
thereunder, payment of the unpaid amount thereof shall be
made to his surviving spouse, designated beneficiary or
estate in accordance with his election. Payment made in
accordance with this paragraph to the Employee, his
surviving spouse, designated beneficiary or estate shall
constitute full and complete satisfaction of the Company's
obligation in respect of the Employee's Benefit and the
Survivor's Benefit.
If the Employee does not make the Employee's Lump Sum
Election, the Employee's surviving spouse may elect (the
"Survivor's Lump Sum Election") to receive the actuarial
equivalent of the Survivor's Benefit, if any, in a lump sum
in cash or in up to five equal annual cash installments. A
lump sum or installments so elected by a surviving spouse
shall be paid on or commencing on the first day of the month
next following the month of the Employee's death, or the
first day of any month thereafter not later than the first
day of the month coincident with or next following the
second anniversary of his death.
The Employee's Lump Sum Election and the Survivor's Lump Sum
Election shall be made, and may be rescinded, in the same
manner and at the same times as are prescribed for the anal-
ogous elections under the Company's Supplemental Executive
Retirement Plan or any successor or replacement plan (the
"Basic SERP") or, at any time when there is no Basic SERP in
effect, in accordance with procedures specified by the
Executive Compensation and Organization Committee of the
Board of Directors of the Company (the "Committee"). The
amount of any lump sum or installment payments of the
Employee's Benefit or Survivor's Benefit shall be computed
in the same manner as is prescribed for the analogous
computations under the Basic SERP or, at any time when there
is no Basic SERP in effect or there are no analogous
computations provided under the Basic SERP, as specified by
the Committee.
Notwithstanding any timely Employee's Lump Sum Election or
Survivor's Lump Sum Election, neither the Employee nor the
Employee's surviving spouse shall have the right to receive
the SRP in a lump sum or installments, if the Employee's
employment is terminated for Cause (as defined below). In
the event the Employee dies before retirement, the Company
shall have no obligation in respect of the Employee's
Benefit, and shall be obligated to pay the Survivor's
Benefit to his spouse, if, but only if, the Employee's
spouse shall survive him.
The Committee may, in its sole discretion, defer the payment
of any lump sum or annual installment of the Employee's
Benefit to the Employee, if the Employee is, at the time
such amount would otherwise be paid, a "covered employee" as
defined in Section 162(m) of the Internal Revenue Code of
1986, as amended, if such payment would be subject to such
Section's limitation on deductibility; provided, however,
that such payment shall not be deferred to a date later than
the earliest date in the year in which such payment would
not be subject to such limitation; and further provided that
the Company shall, at the time of payment of any amount so
deferred, pay interest thereon from the due date thereof at
a rate equal to the actual yield on three-month U.S.
Treasury bills as reported in the Wall Street Journal on the
first business day of each calendar quarter, compounded
quarterly.
2. Section and other headings contained in the Employment
Agreement, as hereby amended, are for reference purposes
only and are not intended to interpret, define or limit any
provision of such Agreement.
3. This Second Amendment and the Employment Agreement
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior
agreements and understandings between the parties with
respect to the subject matter hereof. The Employment
Agreement, as amended by this Second Amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed.
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.
Robert P. Luciano
_____________________________
Robert P. Luciano
SCHERING-PLOUGH CORPORATION
Richard J. Kogan
______________________________
Richard J. Kogan
President and Chief Operating
Officer
18888-1