The company named Frazier on Tuesday as Richard T. Clark’s successor as chief
executive effective Jan. 1. The regulatory filing was made later in the day.

Frazier, 55, joined the company in 1992 and was a long-time general counsel
until being named president of the company’s global human health unit in 2007.
He was promoted to president in April, putting him in line for the CEO
position.

Clark, 64, has been CEO since 2005 and was expected to retire, per company
policy, when he turns 65 in March. Merck is based in Whitehouse Station,
N.J.

Frazier will join the board of directors as part of the promotion and Clark
will remain chairman of the board.

Along with his annual salary, Frazier will receive an annual cash incentive
award of 150 percent of his annual base salary and receives a long term
incentive grant of $7.5 million. That grant will include restricted stock units,
stock options and performance share units.

He will continue to participate in the company’s employee benefit plans and
programs.

Clark, meanwhile, will receive an annual base salary of $1.5 million with a
target annual cash incentive of 125 percent of the base salary. He will receive
a long-term incentive grant of restricted stock units worth $6 million and
continue to participate in the company’s benefit plans.