exv4w3






Exhibit 4.3




AMENDMENT NO. 1




TO THE

GLAXOSMITHKLINE RETIREMENT SAVINGS PLAN

(Amended and Restated Effective July 1, 2001, as

Amended Through November 26, 2002)




 






          Pursuant to resolutions of the Board of Directors of SmithKline Beecham Corporation, adopted
September 29, 2006, the GlaxoSmithKline Retirement Savings Plan (the “Plan”) is hereby amended as
follows effective January 1, 2006, unless otherwise noted:




     1. In order to clarify and conform the terms of the Plan, the definition of “After-Tax
Contribution” in Article I is hereby revised in its entirety to read as follows effective July 1,
2001:




“After-Tax Contributions” mean (a) a Participant’s after-tax contributions, if any,
made pursuant to the Prior SB Plan prior to January 1, 1999, including amounts
previously denominated as “Beecham Employee Voluntary Savings” and “SKB Savings I
Contributions;” (b) a Participant’s after-tax contributions, if any, made pursuant
to the Prior GW Plan prior to January 1, 1990 and previously denominated as
“Voluntary Contributions;” and (c) a Participant’s after-tax contributions, if any,
made pursuant to the Investment Savings Plan of Burroughs Wellcome Co. prior to
January 1, 1996 and denominated as “Voluntary Contributions” under the Prior GW
Plan; and, with respect to (a) through (c), income, gains and losses thereon.



     2. In order to clarify and conform the terms of the Plan, the definition of “Block Drug Plan”
in Article I is revised to replace the reference to “Block Drug Company, Inc. Salary Incentive
Plan” with “Block Drug Company, Inc. Savings Incentive Plan” effective May 22, 2002.



     3. In Article I, the definition of “Early Retirement Age” is hereby revised in its entirety to
read as follows:



 









 






“Early Retirement Date” means, for any Participant, the earlier of (i) the date on
which he attains at least Age 55 and has a Period of Service of 10 years, or (ii)
the date on which he attains Age 62.”



     4. In Article I, the definition of “Eligible Employee” is hereby revised by adding the
following subsections to the end thereto:




“(h) An individual who is not classified by a Participating Company as its employee,
even if they are retroactively recharacterized as an employee by a third party or a
Participating Company, shall not be an Eligible Employee.




(i) An individual for whom a Participating Company does not report wages on Form W-2
shall not be an Eligible Employee.




(j) An individual who is not on an employee payroll of a Participating Company shall
not be an Eligible Employee.”



     5. In order to clarify and conform the terms of the Plan, subsection (a)(6) of the definition
of “Prior Company Matching Contributions” in Article I is revised in its entirety to read as
follows effective May 22, 2002:




“Amounts denominated under the Block Drug Plan as “Matching Contributions” and
amounts credited to the “PAYSOP Contribution Account” under the Block Drug Plan,
plus any earnings or minus any losses thereon;”



     6. Section 3.9.3 of the Plan is hereby revised in its entirety to read as follows:




“3.9.3. Not later than the end of the Plan Year following the close of the Plan
Year for which the Pre-Tax Contributions were made, the excess Pre-Tax Contributions
shall be paid to the Highly Compensated Eligible Employees (determined on the basis
of the Highly Compensated Eligible Employees with the largest dollar amount of
Pre-Tax Contributions), with earnings attributable thereto (as determined in
accordance with applicable Treasury Regulations), including earnings for the gap
period between the end of the Plan Year and the date of a corrective distribution
(as determined in accordance with the safe harbor method described in Section
1.401(k)-2(b) of the Treasury Regulations); provided, however, that for any
Participant who is also a participant in any other qualified retirement plan
maintained by the Participating Company or any Affiliated Company under which the
Participant makes elective deferrals for such year, the Committee shall coordinate
corrective actions under this Plan and such other plan for the year.”



RSP Amendment No. 1 (2006)

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     7. Section 3.11.2 of the Plan is hereby revised in its entirety to read as follows:




“3.11.2. Not later than the end of the Plan Year following the close of the Plan
Year for which such contributions were made, the excess Company Matching
Contributions, with earnings attributable thereto (as determined in accordance with
applicable Treasury Regulations), including earnings for the gap period between the
end of the Plan Year and the date of the forfeiture or payment (as determined in
accordance with the safe harbor method described in Section 1.401(m)-2(b) of the
Treasury Regulations) shall be treated as a forfeiture of the Highly Compensated
Eligible Employee’s Company Matching Contributions for the Plan Year to the extent
such contributions are forfeitable (which forfeiture shall be used to reduce future
Company Matching Contributions), or paid to the Highly Compensated Eligible Employee
to the extent such contributions are nonforfeitable; provided that any such
forfeiture or payment shall be determined on the basis of the Highly Compensated
Eligible Employee(s) with the largest dollar amount of Company Matching
Contributions; provided further, that, for any Participant who is also a participant
in any other qualified retirement plan maintained by a Participating Company or any
Affiliated Company under which the Participant makes employee contributions or is
credited with employer matching contributions for the year, the Committee shall
coordinate corrective actions under this Plan and such other plan for the year.”



     8. Section 4.3.2 is hereby revised by adding new subsections 4.3.2.1 and 4.3.2.2 which shall
read as follows:




“4.3.2.1. Notwithstanding Section 4.3.2 above or any other provision of the Plan to
the contrary, for Plan Years beginning on and after January 1, 2007, a Participant
or beneficiary may transfer all or a portion of the value of his Stock Ownership
Account to another Investment Medium effective as of such date determined by the
Committee. Any portion of the Stock Ownership Account that the Participant does not
elect to divest shall be invested in the Employer Stock Fund. The Committee shall
establish reasonable periods of time (which shall occur no less frequently than
quarterly) and such other rules during which a Participant or beneficiary may divest
his Stock Ownership Account in accordance with this Section 4.3.2.1.”



     9. The first sentence of Section 5.2 of the Plan is hereby revised to read as follows:




“Accounts other than the Stock Ownership Account shall be invested in such
Investment Media as the Participant shall direct.”



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     10. The last sentence of Section 6.2.2.3 of the Plan is hereby revised to read as follows:




“If the value of the Participant’s (or an Alternate Payee’s) nonforfeitable Account
as so determined is $1,000 or less (or, $5,000 or less for any distribution made
prior to March 28, 2005), the Plan shall distribute the Account in accordance with
Section 6.2.1.1.”



     11. A new Section 6.2.2.4 is hereby added to the Plan to read as follows:




“6.2.2.4. Notwithstanding the foregoing or anything in the Plan to the contrary,
for distributions made after March 28, 2005, if the value of the Participant’s or an
Alternate Payee’s nonforfeitable Account (determined in accordance with Section
6.2.2.3) is greater than $1,000 but not more than $5,000, and if the Participant or
Alternate Payee does not direct the distribution of his Account, the Plan shall
distribute the Account, without the Participant’s or Alternate Payee’s consent, as
applicable, in the form of a direct rollover to an individual retirement plan
designated by the Administrator. This Section 6.2.2.4 shall not apply to any Puerto
Rico Employee Account, provided, however, that a Puerto Rico Employee Account that
is greater than $1,000 but not more than $5,000 shall be payable, with the
Participant’s consent, in a single sum payment as soon as practicable after a
Separation from Service.”



     12. A new Section 6.6.2.3 is hereby added to the Plan to read as follows:




“6.6.2.3. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee’s election under this section of the Plan, if the
value of the Participant’s nonforfeitable Puerto Rico Employee Account is $1,000 or
less, the Plan shall distribute the Puerto Rico Employee Account in accordance with
Section 6.2.1.1.”



     13. Section 8.3.3.1 is hereby revised in its entirety to read as follows:




“8.3.3.1. Medical expenses described in section 213(d) of the Code (determined
without regard to whether the expenses exceed 7.5% of adjusted gross income) and,
for a Puerto Rico Employee, in section 1023(aa)(2)(P) of the PR Code, which are not
reimbursable under any employer-sponsored health insurance plan or other
reimbursement program and are incurred during the current or immediately prior
calendar year by the Participant, his spouse, or any of the Participant’s dependents
(as defined in section 152 of the Code (provided that, for taxable years beginning
on or after January 1, 2005, determined without regard to sections 152(b)(1), (b)(2)
and (d)(1)(B) of the Code) or, for any Puerto Rico Employee, its counterpart, if
any, under the PR Code);”



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     14. Section 8.3.3.3 is hereby revised in its entirety to read as follows:




“8.3.3.3. The payment of tuition for the next semester or quarter of post-secondary
education for the Participant, his spouse, children, or dependents (as defined in
section 152 of the Code (provided that, for taxable years beginning on or after
January 1, 2005, determined without regard to sections 152(b)(1), (b)(2) and
(d)(1)(B) of the Code) and, for any Puerto Rico Employee, its counterpart, if any,
under the PR Code), including lab fees and registration expenses for the
Participant, his spouse, children, or dependents;”



     15. New Sections 8.3.3.5 and 8.3.3.6 are hereby added to the Plan to read as follows:




“8.3.3.5. Payments for burial or funeral expenses for the Participant’s deceased
parent, spouse, children or dependents (as defined in section 152 of the Code, and,
for taxable years beginning on or after January 1, 2005, without regard to section
152(d)(1)(B) of the Code);




8.3.3.6. Expenses for the repair of damage to the Participant’s principal residence
that would qualify for the casualty deduction under section 165 of the Code
(determined without regard to whether the loss exceeds 10% of adjusted gross
income); or”




Prior Section 8.3.3.5 is hereby re-designated as 8.3.3.7.



     16. Appendix A of the Plan is hereby revised by adding ID Biomedical Corporation of Maryland
and ID Biomedical Corporation of Northborough as Participating Companies effective as of June 26,
2006.



     17. Appendix B of the Plan is hereby added to the Plan to read in the form attached hereto.




Executed this 6th day of November, 2006.



	 	 	 	 	 
	 	SMITHKLINE BEECHAM CORPORATION,

a GlaxoSmithKline company

 	 
	 	By:  	/s/ Donald F. Parman
 	 
	 	 	Name:  	Donald F. Parman 	 
	 	 	Title:  	Vice President and Secretary 	 



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APPENDIX B




DISTRIBUTIONS PURSUANT TO THE

KATRINA EMERGENCY TAX RELIEF ACT OF 2005 AND THE

GULF OPPORTUNITY ZONE ACT OF 2005



This Appendix B of the Plan reflects certain provisions of the Katrina Emergency Tax Relief Act of
2005 and the Gulf Opportunity Zone Act of 2005. The amendment is effective with respect to
Qualified Hurricane Distributions (as defined below) made on or after the Effective Date (as
defined below). This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.



1. Qualified Individuals (as defined below) may designate all or a portion of a qualifying
distribution as a Qualified Hurricane Distribution.



2. A “Qualified Hurricane Distribution” means any distribution made in accordance with section
1400Q of the Code and made on or after the Effective Date and before January 1, 2007, to a
Qualified Individual, to the extent that such distribution, when aggregated with all other
qualified hurricane distributions to the Qualified Individual made under the Plan, does not exceed
$100,000. A Qualified Hurricane Distribution must be made in accordance with and pursuant to the
distribution provisions of the Plan, except that distribution of a Participant’s Account shall be
permitted to be made prior to the occurrence of any distributable events otherwise applicable under
Article 6 of the Plan or Code section 401(k)(2)(B)(i), and the requirements of Code sections
401(a)(31), 402(f) and 3405 and Section 6.6 of the Plan shall not apply.



3. A “Qualified Individual” is (A) an individual whose principal place of abode on August 28, 2005,
is located in the Hurricane Katrina disaster area and who has sustained an economic loss by reason
of Hurricane Katrina, (B) an individual whose principal place of abode on September 23, 2005, is
located in the Hurricane Rita disaster area and who has sustained an economic loss by reason of
Hurricane Rita, or (C) an individual whose principal place of abode on October 23, 2005, is located
in the Hurricane Wilma disaster area and who has sustained an economic loss by reason of Hurricane
Wilma.



4. The “Effective Date” of this amendment shall be: (A) August 25, 2005, with respect to a
Qualified Individual described in Section 3(A) of this Appendix B, (B) September 23, 2005, with
respect to a Qualified Individual described in Section 3(B) of the Appendix B, or (C) October 23,
2005, with respect to a Qualified Individual described in Section 3(C) of this Appendix B.



5. This Appendix B shall be interpreted in accordance with Code section 1400Q and all applicable
IRS guidance.





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