Exhibit 10(b) FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS FOURTH AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and RICHARD JAY KOGAN (the "Employee") dated as of September 26, 1989, as amended as of June 28, 1994, as further amended as of March 1, 1995, and as further amended as of October 24, 1995 (as so amended, the "Employment Agreement"), is made and entered into as of this 25th day of February, 1998. 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 (j)(i)(III) of Section 3 of the Employment Agreement is hereby amended by deleting subparagraphs (CCC) and (DDD) and inserting the following: (CCC) 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 Survivor's Benefit in a lump sum (x) in cash on the date of his retirement or on 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 the date of his retirement or on the fifth, tenth, fifteenth or twentieth anniversary of the date of his retirement or (y) in two, three, four, five, ten, fifteen or twenty equal annual cash installments commencing on the date of his retirement 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 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 subsection (CCC) 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. (DDD) 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 (x) in cash on the date of the Employee's death or the first day of any month thereafter not 10(b) later than the first day of the month coincident with or next following the second anniversary of the Employee's death or on the fifth, tenth, fifteenth or twentieth anniversary of his death or (y) in two, three, four, five, ten, fifteen or twenty equal annual cash installments commencing on the date 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 the Employee's death. 2. Except as provided above, the Employment Agreement shall continue in effect without alteration as in effect on the date hereof. The Employment Agreement, as amended by this Fourth Amendment, constitutes the entire agreement of the parties and supersedes all prior agreements and understandings with respect to the subject matter hereof and thereof. 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. _______________________ Richard Jay Kogan SCHERING-PLOUGH CORPORATION _______________________ Robert P. Luciano Chairman of the Board