7. Stockholder Proposal Concerning
    Ethical and Social Performance
    of the Company

Human Life International, 4 Family Life, Front Royal, VA 22630, owner of 128 shares of Common Stock of the Company, has given notice that it intends to present for action at the Annual Meeting the following resolution:

"WHEREAS, Merck's Statement on Values says, 'Our business is preserving and improving human life. All of our actions must be measured by our success in achieving this goal. We are committed to the highest standards of ethics and integrity.'

"WHEREAS, we believe Merck has violated its basic Statement on Values because of our Company's use of cell-culture lines from aborted humans.

"BE IT RESOLVED: The Board of Directors appoint a special committee of the Board, consisting solely of independent Board members, to review ways to link executive compensation with the Company's ethical and social performance, and in particular, with Merck's Statement on Values, and to report to the shareholders the results of the review. This report may omit confidential information and be prepared at reasonable cost."

Board of Directors' Statement in Opposition to the Resolution

The Board of Directors agrees that corporate conduct is inseparable from the conduct of individual employees in the performance of their work. Every Merck employee is responsible for adhering to business practices that are in accordance with the letter and spirit of applicable laws and with ethical principles that reflect the highest standards of corporate and individual behavior.

The Board notes that in May 1995, the Company established the Office of Ethics to help protect and promote the Company's high ethical standards on a worldwide basis by developing and overseeing global initiatives designed to deter illegal, unethical and improper behavior related to the Company’s business. The Office also serves as an additional channel for the receipt and investigation of reports of unethical practices and for the investigation and resolution of internal complaints involving the management and fair treatment of employees.

The Company's unwavering commitment to high ethical standards applies to every aspect of its business, including its policies and practices related to use of cell culture lines, as it discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health.

The proposal seeks to have the Company appoint a committee made up of independent directors to review ways to link compensation with the Company's ethical and social performance. The Compensation and Benefits Committee of the Board, which is comprised entirely of independent directors, establishes compensation objectives and policies for all employees and sets compensation for the Company's executive officers. In evaluating performance and setting executive compensation, the Committee considers the Company's leadership principles which, among other things, are intended to support actions that reflect a high degree of integrity and ethics. In addition, the Committee on Public Policy and Social Responsibility, which also is comprised entirely of independent directors, monitors and evaluates factors that impact the ethical and social performance of the Company. In particular, it advises the Board of Directors and management on Company policies and practices that pertain to the Company's responsibilities as a global corporate citizen, its special obligations as a pharmaceutical company whose products and services affect health and quality of life around the world, and its commitment to the highest standards of ethics and integrity in all its dealings.

For these reasons, the Board of Directors feels that the proposal is unnecessary and contrary to the interests of the Company and its stockholders.

The Board of Directors recommends a vote AGAINST this proposal.