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                                                                     Exhibit 4.1

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Amgen Nonqualified Deferred Compensation Plan
Plan Document
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                    Nonqualified Deferred Compensation Plan


                           Effective January 1, 2002

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Amgen Nonqualified Deferred Compensation Plan
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                               TABLE OF CONTENTS

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Purpose............................................................................................    1

ARTICLE 1   Definitions............................................................................    1

ARTICLE 2   Selection/Enrollment/Eligibility.......................................................    5

     2.1    Selection by Committee.................................................................    6
     2.2    Enrollment Requirements................................................................    6
     2.3    Eligibility/Commencement of Participation..............................................    6
     2.4    Termination of Participation and/or Deferrals..........................................    6

ARTICLE 3   Deferral Commitments/Company Matching/Crediting/Taxes..................................    6

     3.1    Minimum Deferrals......................................................................    6
     3.2    Maximum Deferrals......................................................................    7
     3.3    Election to Defer/Effect of Election Form..............................................    7
     3.4    Withholding of Annual Deferral Amounts.................................................    8
     3.5    Annual Company Contribution Amount.....................................................    8
     3.6    Vesting................................................................................    8
     3.13   Crediting/Debiting of Account Balances.................................................    9
     3.15   Distribution...........................................................................   10

ARTICLE 4   Short-Term Payout/Unforeseeable Financial Emergencies/Withdrawal Election..............   11

     4.1    Short-Term Payout......................................................................   11
     4.2    Other Benefits Take Precedence Over Short-Term.........................................   11
     4.3    Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies..................   11
     4.4    Withdrawal Election....................................................................   12

ARTICLE 5   Retirement Benefit.....................................................................   12

     5.1    Retirement Benefit.....................................................................   12
     5.2    Payment of Retirement Benefit..........................................................   12
     5.3    Death Prior to Completion of Retirement Benefit........................................   13

ARTICLE 6   Pre-Retirement Survivor Benefit........................................................   13

     6.1    Pre-Retirement Survivor Benefit........................................................   13
     6.2    Payment of Pre-Retirement Survivor Benefit.............................................   13


ARTICLE 7   Termination Benefit....................................................................   14
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     7.1    Termination Benefit....................................................................   14
     7.2    Payment of Termination Benefit.........................................................   14

ARTICLE 8   Disability Waiver and Benefit..........................................................   14

     8.1    Disability Waiver......................................................................   14
     8.2    Continued Eligibility/Disability Benefit...............................................   14

ARTICLE 9   Beneficiary Designation................................................................   15

     9.1    Beneficiary............................................................................   15
     9.2    Beneficiary Designation Change/Spousal Consent.........................................   15
     9.3    Acknowledgement........................................................................   15
     9.4    No Beneficiary Designation.............................................................   15
     9.5    Doubt as to Beneficiary................................................................   15
     9.6    Discharge of Obligations...............................................................   16

ARTICLE 10  Leave of Absence.......................................................................   16

     10.1   Paid Leave of Absence..................................................................   16
     10.2   Unpaid Leave of Absence................................................................   16

ARTICLE 11  Termination/Amendment or Modification..................................................   16

     11.1   Termination............................................................................   16
     11.2   Amendment..............................................................................   17
     11.3   Plan Agreement.........................................................................   17
     11.4   Effect of Payment......................................................................   17

ARTICLE 12  Administration.........................................................................   17

     12.1   Committee Duties.......................................................................   17
     12.2   Administration Upon Change In Control..................................................   18
     12.3   Agents.................................................................................   18
     12.4   Binding Effect of Decisions............................................................   18
     12.5   Indemnity of Committee.................................................................   18
     12.6   Employer Information...................................................................   19

ARTICLE 13  Other Benefits and Agreements..........................................................   19

     13.1   Coordination with Other Benefits.......................................................   19

ARTICLE 14  Claims Procedures......................................................................   19

     14.1   Presentation of Claim..................................................................   19
     14.2   Notification of Decision...............................................................   19
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     14.3   Review of a Denied Claim...............................................................   20
     14.4   Decision on Review.....................................................................   20
     14.5   Legal Action...........................................................................   20

ARTICLE 15  Trust..................................................................................   21

     15.1   Establishment of the Trust.............................................................   21
     15.2   Interrelationship of the Plan and the Trust............................................   21
     15.3   Distributions From the Trust...........................................................   21
     3.10   Investment of Trust Assets.............................................................   21

ARTICLE 16  Miscellaneous..........................................................................   21

     16.1   Status of Plan.........................................................................   21
     16.2   Unsecured General Creditor.............................................................   22
     16.3   Employer's Liability...................................................................   22
     16.4   Nonassignability.......................................................................   22
     16.5   Not a Contract of Employment...........................................................   22
     16.6   Furnishing Information.................................................................   22
     16.7   Terms..................................................................................   23
     16.8   Captions...............................................................................   23
     16.9   Governing Law..........................................................................   23
     16.10  Notice.................................................................................   23
     16.11  Successors.............................................................................   23
     16.12  Spouse's Interest......................................................................   23
     16.13  Validity...............................................................................   24
     16.14  Incompetent............................................................................   24
     16.15  Court Order............................................................................   24
     16.16  Distribution in the Event of Taxation..................................................   24
     16.17  Insurance..............................................................................   24
     16.18  Legal Fees To Enforce Rights After Change in Control...................................   25
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Amgen Nonqualified Deferred Compensation Plan
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                 AMGEN NONQUALIFIED DEFERRED COMPENSATION PLAN


                           Effective January 1, 2002


                                    Purpose
                                    -------

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
Amgen, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.


                                   ARTICLE 1
                                  Definitions
                                  -----------

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance and (ii) the vested Company Contribution Account
         balance. The Account Balance, and each other specified account balance,
         shall be a bookkeeping entry only and shall be utilized solely as a
         device for the measurement and determination of the amounts to be paid
         to a Participant, or his or her designated Beneficiary, pursuant to
         this Plan.

1.2      "Annual Base Salary" shall mean the wages, salaries, fees for
         professional services, and other amounts received (without regard to
         whether or not an amount is paid in cash) for personal services
         actually rendered in the course of employment with any Employer to the
         extent that the amounts are includable in gross income (including, but
         not limited to, commissions paid to salespersons, compensation for
         services on the basis of a percentage of profits, commissions on
         reimbursements or other expense allowances under a nonaccountable plan
         (as described in Treasury Regulation Section 1.62-2(c)), but excluding
         any "goods and services allowance" provided to certain expatriate staff
         members. Notwithstanding anything else in the Plan to the contrary,
         Annual Base Salary shall not include the Annual Bonus. Annual Base
         Salary shall be computed without regard to any election to reduce or
         defer salary under the Amgen, Inc. Retirement and Savings Plan or any
         other employee benefit plan, including the cafeteria plan under Section
         125 of the Code. Annual Base Salary shall not include: (a) any Company
         contributions to the Amgen, Inc. Retirement and Savings Plan or any
         other employee benefit plan for or on account of the Employee, except
         as otherwise provided in the preceding sentence or (b) the items
         described in Treasury Regulation Section 1.415-2(d)(3), which, among
         other items, would exclude from compensation amounts realized from the
         exercise of a nonqualified stock option (or when restricted stock (or
         property) held by an Employee either becomes freely transferable or is
         no longer subject to a substantial risk of forfeiture under Section 83
         of the

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         Code) and amounts realized from the sale, exchange or other disposition
         of stock acquired under a qualified stock option.

1.3      "Annual Bonus" shall mean the wages, salaries, fees for professional
         services, and other amounts received (without regard to whether or not
         an amount is paid in cash) for personal services actually rendered in
         the course of employment with any Employer to the extent that the
         amounts are includable in gross income and are paid pursuant to the
         Management Incentive Plan (MIP).

1.4      "Annual Company Contribution Amount" shall mean, for any one Plan Year,
         the amount determined in accordance with Section 3.5.

1.5      "Annual Deferral Amount" shall mean that portion of a Participant's
         Annual Base Salary Annual Bonus and/or Director Fees, as applicable,
         that a Participant elects to have, and is deferred, in accordance with
         Article 3, for any one Plan Year.

1.6      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The Account Balance of the Participant
         shall be calculated as of the most recent Valuation Date. The annual
         installment shall be calculated by multiplying this balance by a
         fraction, the numerator of which is one, and the denominator of which
         is the remaining number of annual payments due the Participant. By way
         of example, if the Participant elects a 10-year Annual Installment
         Method, the first payment shall be 1/10 of the Account Balance as of
         the most recent Valuation Date. The following year, the payment shall
         be 1/9 of the Account Balance as of the most recent Valuation Date.
         Each annual installment shall be paid on or as soon as practicable
         after the amount is calculated.

1.7      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, or entitled under
         Article 9 in the absence of a designation, that are entitled to receive
         benefits under this Plan upon the death of a Participant.

1.8      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.9      "Board" shall mean the board of directors of the Company.

1.10     "Change in Control" shall have the meaning set forth in the Amgen, Inc.
         Change In Control Severance Plan, as it may be amended from time to
         time.

1.11     "Claimant" shall have the meaning set forth in Section 14.1.

1.12     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

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1.13     "Committee" shall mean the committee described in Article 12.

1.14     "Company" shall mean Amgen, Inc., and any successor to all or
          substantially all of the Company's assets or business.

1.15     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited (net of amounts debited) in accordance with all the applicable
         crediting provisions of this Plan that relate to the Participant's
         Company Contribution Account, less (iii) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Contribution Account.

1.16     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited and debited
         with additional amounts in accordance with Section 3.13 below, even if
         such amount is being paid out in installments. The amounts so deferred
         and amounts credited (net of amounts debited) thereon shall be
         distributed to the Participant or his or her Beneficiary (in the event
         of the Participant's death) at the earliest possible date, as
         determined by the Employer in good faith, on which the deductibility of
         compensation paid or payable to the Participant for the taxable year of
         the Employer during which the distribution is made will not be limited
         by Section 162(m), or if earlier, the effective date of a Change in
         Control. Notwithstanding anything to the contrary in this Plan, the
         Deduction Limitation shall not apply to any distributions made after a
         Change in Control.

1.17     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited (net of amounts
         debited) in accordance with all the applicable provisions of this Plan
         that relate to the Participant's Deferral Account, less (iii) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.18     "Director" shall mean any member of the Board.

1.19     "Director Fees" shall mean the annual fees paid by any Employer,
         including retainer fees and meeting fees, as compensation for serving
         on the Board.

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1.20     "Disability" shall mean that the Participant is determined under Title
         II or XVI of the Social Security Act, to have been disabled. The
         Participant must submit evidence to the Committee of the Social
         Security Administration's determination of disability before a person
         is to be deemed Disabled under this Plan.

1.21     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.22     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.23     "Employee" shall mean a person whom an Employer classifies as an
         employee.

1.24     "Employer" shall mean the Company or any of its subsidiaries or
         affiliates (now in existence or hereafter formed or acquired) that have
         been selected by the Board to participate in the Plan and have adopted
         the Plan by permitting their Employees to participate in the Plan.

1.25     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.26     "401(k) Plan" shall be that certain Amgen Inc. Retirement and Savings
         Plan adopted by the Company, as it may be amended from time to time.

1.27     "Participant" shall mean any Employee (i) who is selected by the
         Committee from among the highly compensated or management employees of
         the Employer to participate in the Plan, (ii) who elects to participate
         in the Plan, (iii) who signs a Plan Agreement, an Election Form and a
         Beneficiary Designation Form, (iv) whose signed Plan Agreement,
         Election Form and Beneficiary Designation Form are accepted by the
         Committee, (v) who commences participation in the Plan, and (vi) whose
         Plan Agreement has not terminated. A spouse or former spouse of a
         Participant shall not be treated as a Participant in the Plan or have
         an account balance under the Plan, even if he or she has an interest in
         the Participant's benefits under the Plan as a result of applicable law
         or property settlements resulting from legal separation or divorce.

1.28     "Plan" shall mean the AMGEN NONQUALIFIED DEFERRED COMPENSATION PLAN,
         effective January 1, 2002, which shall be evidenced by this instrument
         and by each Plan Agreement, as they may be amended from time to time.

1.29     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan

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         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.30     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year (beginning January 1, 2002), and continuing through December 31 of
         such calendar year.

1.31     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.32     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than death or Disability at such time as the Employee is at least
         sixty (60) years old.

1.33     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.34     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.35     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.36     "Termination" shall mean the severing of employment with all
         Employers, voluntarily or involuntarily, for any reason other than
         Retirement, Disability or death. Termination of Employment shall not be
         deemed to occur, however, upon the transfer of a Participant from the
         employ of the Company or another Employer to the employ of any
         subsidiary or affiliate, regardless of whether that subsidiary or
         affiliate is an Employer under the Plan.

1.37     "Trust" shall mean one or more trusts established pursuant to that
         certain Trust Agreement, dated as of _____ 1, 2002 between the Company
         and the trustee named therein, as amended from time to time.

1.38     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) another
         extraordinary and unforeseeable circumstance arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.39     "Valuation Date" shall mean the last day of each Plan Year or any other
         date as of which the Committee, in its sole discretion, designates as a
         Valuation Date.

1.40     "Years of Service" shall mean each Plan Year or portion thereof during
         which an Employee is credited with at least 1000 hours of service.


                                   ARTICLE 2
                       Selection/Enrollment/Eligibility
                       --------------------------------

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2.1      Selection by Committee. Participation in the Plan shall be limited to a
         ----------------------
         select group of Employees and Directors of the Employers, each of whom
         is a member of management or is highly compensated. From the group of
         Employees who are management or highly compensated, the Committee shall
         select, in its sole discretion, Employees and Directors to participate
         in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         -----------------------
         Employee shall complete, execute and return to the Committee a Plan
         Agreement, an Election Form and a Beneficiary Designation Form, all
         within the number of days specified by the Committee after he or she is
         selected to participate in the Plan. In addition, the Committee may
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      Eligibility/Commencement of Participation. Provided an Employee
         -----------------------------------------
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, including
         returning all required documents to the Committee within the specified
         time period, that Employee shall commence participation in the Plan on
         the first day of the month following the month in which the Employee
         completes all enrollment requirements or such other date specified by
         the Committee.

2.4      Termination of Participation and/or Deferrals. If the Committee
         ---------------------------------------------
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, and (ii) prevent the
         Participant from making future deferral elections or, in the
         Committee's discretion, may also (iii) immediately distribute the
         Participant's then Account Balance as a Termination Benefit and
         terminate the Participant's participation in the Plan.



                                   ARTICLE 3
             Deferral Commitments/Company Matching/Crediting/Taxes
             -----------------------------------------------------

3.1      Minimum Deferrals.
         -----------------

         (a)   Annual Base Salary and Annual Bonus. For each Plan Year, a
               -----------------------------------
               Participant may elect to defer, as his or her Annual Deferral
               Amount, Annual Base Salary or Annual Bonus, or both, in the
               following minimum amounts for each deferral elected:

                 ---------------------------------------------
                       Deferral              Minimum Amount
                 ---------------------------------------------
                   Annual Base Salary
                   and/or Annual Bonus           $2,000
                 ---------------------------------------------

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          If an election is made for less than stated minimum amounts, or if no
          election is made, the amount deferred shall be zero.

     (b)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          ---------------
          becomes a Participant after the first day of a Plan Year, the minimum
          Annual Base Salary deferral shall be an amount equal to the minimum
          set forth above, multiplied by a fraction, the numerator of which is
          the number of complete months remaining in the Plan Year and the
          denominator of which is 12.

3.2  Maximum Deferrals.
     -----------------

     (a)  Annual Base Salary Annual Bonus and Director Fees. For each Plan Year,
          -------------------------------------------------
          a Participant may elect to defer, as his or her Annual Deferral
          Amount, Annual Base Salary and Annual Bonus up to the following
          maximum percentages for each deferral elected:

                 ---------------------------------------------
                     Deferral           Maximum Percentage
                 ---------------------------------------------
                  Annual Base Salary            50%
                 ---------------------------------------------
                    Annual Bonus               100%
                 ---------------------------------------------
                    Director Fees              100%
                 ---------------------------------------------
     (b)  Notwithstanding the foregoing, if a Participant first becomes a
          Participant after the first day of a Plan Year, the maximum Annual
          Deferral Amount, with respect to Annual Base Salary and Annual Bonus
          shall be based on the amount of compensation not yet earned by the
          Participant as of the date the Participant submits a Plan Agreement
          and an Election Form to the Committee for acceptance.

3.3  Election to Defer/Effect of Election Form.
     -----------------------------------------

     (a)  First Plan Year of Participation. Within thirty (30) days after being
          --------------------------------
          designated by the Committee for participation in the Plan, the
          Participant shall make an irrevocable deferral election for the Plan
          Year in which the Participant commences participation, along with such
          other elections as the Committee deems necessary or desirable under
          the Plan. For these elections to be valid, the Election Form must be
          completed and signed by the Participant, timely delivered to the
          Committee (in accordance with Section 2.2 above) and accepted by the
          Committee.

     (b)  Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
          ---------------------
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          by timely delivering to the Committee, in accordance with its rules
          and procedures, before the end of the Plan Year preceding the

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          Plan Year for which the election is made, a new Election Form. If no
          such Election Form is timely delivered for a Plan Year, the Annual
          Deferral Amount shall be zero for that Plan Year.

3.4  Withholding of Annual Deferral Amounts. For each Plan Year, for each
     --------------------------------------
     Participant, the Annual Base Salary portion of the Annual Deferral Amount
     shall be withheld on a ratable basis, to the extent possible, from each
     regularly scheduled Annual Base Salary payroll. The Annual Bonus portion of
     the Annual Deferral Amount shall be withheld, to the extent possible, at
     the time the Annual Bonus is or otherwise would be paid to the Participant,
     whether or not this occurs during the Plan Year itself.

3.5  Annual Company Contribution Amount. For each Plan Year, an Employer, in its
     ----------------------------------
     sole discretion, may, but is not required to, credit any amount it desires
     to any Participant's Company Contribution Account under this Plan, which
     amount shall be for that Participant the Annual Company Contribution Amount
     for that Plan Year. The amount so credited to a Participant may be smaller
     or larger than the amount credited to any other Participant, and the amount
     credited to any Participant for a Plan Year may be zero, even though one or
     more other Participants receive an Annual Company Contribution Amount for
     that Plan Year. The Annual Company Contribution Amount, if any, shall be
     credited as of the date determined by the Committee in its sole discretion.
     If a Participant is not employed by an Employer as of the last day of a
     Plan Year for a reason other than his or her Retirement or death while
     employed, the Annual Company Contribution Amount for that Plan Year shall
     be zero.

3.6  Vesting.
     -------

     (a)  A Participant shall at all times be 100% vested in his or her Deferral
          Account.

     (b)  A Participant shall be vested in his or her Company Contribution
          Account in accordance with the vesting schedules established by the
          Committee, in its sole and absolute discretion, for each Annual
          Company Contribution Amount (and amounts credited or debited thereon)
          at the time each such Annual Company Contribution Amount is first
          credited to the Participant's Account Balance under the Plan. The
          vesting schedules established by the Committee for each Annual Company
          Contribution Amount may be different for different Participants.

     (c)  Notwithstanding anything in this Section to the contrary, except as
          provided in subsection (d) below, in the event of a Change in Control,
          a Participant's Company Contribution Account shall immediately become
          100% vested (without regard to whether it is already vested in
          accordance with the above vesting schedules).

     (d)  Except as otherwise provided by written agreement between a
          Participant and his/her Employer, notwithstanding anything in this
          Section or the Plan to the contrary, the vesting schedule for a
          Participant's Company Contribution Account shall not be accelerated to
          the extent that the Committee determines that such acceleration would

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          cause the deduction limitations of Section 280G of the Code to become
          effective. In the event that any portion of a Participant's Company
          Contribution Account is not vested pursuant to such a determination,
          the Participant may request independent verification of the
          Committee's calculations with respect to the application of Section
          280G. In such case, the Committee must provide to the Participant
          within 15 business days of such a request an opinion from a nationally
          recognized accounting firm selected by the Participant (the
          "Accounting Firm"), to the effect that, in the Accounting Firm's
          opinion that any limitation in the vested percentage hereunder is
          necessary to avoid the limits of Section 280G, and containing
          supporting calculations, or, in the absence of such an opinion, shall
          cause the relevant portion of the Participant's Company Contribution
          Account to become vested. The cost of such opinion shall be paid for
          by the Company.

3.7  Crediting/Debiting of Account Balances. In accordance with, and subject to,
     --------------------------------------
     the rules and procedures that are established from time to time by the
     Committee, in its sole discretion, amounts shall be credited or debited to
     a Participant's Account Balance in accordance with the following rules:

     (a)  Election of Measurement Funds. A Participant, in connection with his
          -----------------------------
          or her initial deferral election in accordance with Section 3.3(a)
          above, shall elect, on the Election Form, one or more Measurement
          Fund(s) to be used to determine the additional amounts to be credited
          to his or her Account Balance for the first business day in which the
          Participant commences participation in the Plan and continuing
          thereafter for each subsequent day in which the Participant
          participates in the Plan, unless changed in accordance with the next
          sentence. Commencing with the first business day that follows the
          Participant's commencement of participation in the Plan and continuing
          thereafter for each subsequent day in which the Participant
          participates in the Plan, the Participant may (but is not required to)
          elect, by submitting an Election Form to the Committee that is
          accepted by the Committee, to add or delete one or more Measurement
          Fund(s) to be used to determine the additional amounts to be credited
          to his or her Account Balance, or to change the portion of his or her
          Account Balance allocated to each previously or newly elected
          Measurement Fund. If an election is made in accordance with the
          previous sentence, it shall apply to the next business day and
          continue thereafter for each subsequent day in which the Participant
          participates in the Plan, unless changed in accordance with the
          previous sentence.

     (b)  Proportionate Allocation. In making any election described in Section
          ------------------------
          3.7(a) above, the Participant shall specify on the Election Form, in
          increments of five percentage points (5%), the percentage of his or
          her Account Balance to have gains and losses measured by a Measurement
          Fund.

     (c)  Measurement Funds. From time to time, the Committee in its sole
          -----------------
          discretion shall select and announce to Participants its selection of
          mutual funds, insurance company separate accounts, indexed rates or
          other methods (each, a "Measurement Fund"), for the purpose of
          providing the basis on which gains and losses shall be attributed to

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          Account Balances under the Plan. The Committee may, in its sole
          discretion, discontinue, substitute or add a Measurement Fund at any
          time. Each such action will take effect as of the first day of the
          calendar quarter that follows by thirty (30) days the day on which the
          Committee gives Participants advance written notice of such change.

     (d)  Crediting or Debiting Method. The performance of each elected
          ----------------------------
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its reasonable discretion, based on available
          reports of the performance of the Measurement Funds. A Participant's
          Account Balance shall be credited or debited on a daily basis based on
          the performance of each Measurement Fund selected by the Participant,
          as determined by the Committee in its sole discretion, as though (i) a
          Participant's Account Balance were invested in the Measurement Fund(s)
          selected by the Participant, in the percentages applicable to such
          day, as of the close of business on such day, at the closing price on
          such date; (ii) the portion of the Annual Deferral Amount that was
          actually deferred during any day were invested in the Measurement
          Fund(s) selected by the Participant, in the percentages applicable to
          such day, no later than the close of business on the first business
          day after the day on which such amounts are actually deferred from the
          Participant's Annual Base Salary through reductions in his or her
          payroll and from the Participant's Annual Bonus, at the closing price
          on such date; and (iii) any distribution made to a Participant that
          decreases such Participant's Account Balance ceased being invested in
          the Measurement Fund(s), in the percentages applicable to such day, no
          later than one business day prior to the distribution, at the closing
          price on such date.

     (e)  No Actual Investment. Notwithstanding any other provision of this Plan
          --------------------
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation to his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance shall not be considered or construed in any manner as an
          actual investment of his or her Account Balance in any such
          Measurement Fund. In the event that the Company or the Trustee (as
          that term is defined in the Trust), in its own discretion, decides to
          invest funds in any or all of the Measurement Funds, no Participant
          shall have any rights in or to such investments themselves. Without
          limiting the foregoing, a Participant's Account Balance shall at all
          times be a bookkeeping entry only and shall not represent any
          investment made on his or her behalf by the Company or the Trust; the
          Participant shall at all times remain an unsecured creditor of the
          Company.

3.8  Distributions. The Participant's Employer(s), or the trustee of the Trust,
     -------------
     shall withhold from any payments made to a Participant under this Plan all
     federal, state and local income, employment and other taxes required to be
     withheld by the Employer(s), or the trustee of the Trust, in connection
     with such payments, in amounts and in a manner to be determined in the sole
     discretion of the Employer(s) and the trustee of the Trust, respectively
     (whichever is making the payment). The Participant's Employer, or the
     trustee of the Trust, shall withhold from any payments made to a
     Participant under this Plan any garnishment of wages in amounts

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     and in a manner to be determined by the sole discretion of the Employer(s)
     and the trustee of the Trust, respectively (whichever is making the
     payment).

3.9  Adjustment of Annual Deferral Amount. The Committee shall have the
     ------------------------------------
     authority to reduce, without the Participant's consent, the Annual Deferral
     Amount and/or the Annual Company Contribution Amount, to the extent
     necessary to comply with applicable tax withholding obligations,
     garnishments or court-mandated payments, or Participant-authorized
     deferrals payments or contributions.

                                   ARTICLE 4
            Short-Term Payout/Unforeseeable Financial Emergencies/
            ------------------------------------------------------
                              Withdrawal Election
                              -------------------

4.1  Short-Term Payout. In connection with each election to defer an Annual
     -----------------
     Deferral Amount, a Participant may irrevocably elect to receive a future
     "Short-Term Payout" from the Plan with respect to such Annual Deferral
     Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be
     a lump sum payment in an amount that is equal to the Annual Deferral (or a
     specified portion thereof) plus amounts credited or debited in the manner
     provided in Section 3.7 above on that amount, determined at the time that
     the Short-Term Payout becomes payable (rather than the date of a
     Termination of Employment) or, alternatively if so elected by the
     Participant, a fixed stated sum, up to the total Account. Subject to the
     Deduction Limitation and the other terms and conditions of this Plan, each
     Short-Term Payout elected shall be paid out during a 60 day period
     commencing immediately after the last day of any Plan Year designated by
     the Participant that is at least three Plan Years after the Plan Year in
     which the Annual Deferral Amount is actually deferred.

4.2  Other Benefits Take Precedence Over Short-Term Payout. Should an event
     -----------------------------------------------------
     occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual
     Deferral Amount, plus amounts credited or debited thereon, that is subject
     to a Short-Term Payout election under Section 4.1 shall not be paid in
     accordance with Section 4.1 but shall be paid in accordance with the other
     applicable Article.

4.3  Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If
     ---------------------------------------------------------------------
     the Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to be made by a Participant or (ii) receive a partial or full
     payout from the Plan. The payout shall not exceed the lesser of the
     Participant's Account Balance, calculated as if such Participant were
     receiving a Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable Financial Emergency. If, subject to the sole discretion
     of the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval. The payment of any amount
     under this Section 4.3 shall not be subject to the Deduction Limitation.

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4.4  Withdrawal Election. A Participant (or, after a Participant's death, his or
     -------------------
     her Beneficiary) may elect, at any time, to withdraw a portion or all of
     his or her Account Balance, calculated as if there had occurred a
     Termination of Employment as of the day of the election, less a withdrawal
     penalty equal to 10% of the amount withdrawn (the net amount shall be
     referred to as the "Withdrawal Amount"). Notwithstanding anything in this
     Section or the Plan to the contrary, to the extent a Participant elects to
     withdraw a portion or all of his or her Account Balance pursuant to this
     Section, the Participant may not defer any of his or her Annual Salary
     Annual Bonus or Director Fees for the remainder of the Plan Year in which
     the withdrawal is taken and for the next full Plan Year. This election can
     be made at any time, before or after Retirement, Disability, death or
     Termination of Employment, and whether or not the Participant (or
     Beneficiary) is in the process of being paid pursuant to an installment
     payment schedule. If made before Retirement, Disability or death, a
     Participant's Withdrawal Amount shall be based on his or her Account
     Balance calculated as if there had occurred a Termination of Employment as
     of the day of the election. Notwithstanding anything in this Section or the
     Plan to the contrary, a Participant may not elect a Withdrawal Amount less
     than $5,000. The Participant (or his or her Beneficiary) shall make this
     election by giving the Committee advance written notice of the election in
     a form determined from time to time by the Committee. The Participant (or
     his or her Beneficiary) shall be paid the Withdrawal Amount within 60 days
     of his or her election and the Participant's Account shall concurrently be
     reduced by the Withdrawal Amount plus the 10% penalty. The payment of this
     Withdrawal Amount shall not be subject to the Deduction Limitation.

                                   ARTICLE 5
                              Retirement Benefit
                              ------------------

5.1  Retirement Benefit. Subject to the Deduction Limitation, a Participant who
     ------------------
     Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2  Payment of Retirement Benefit. A Participant, in connection with his or her
     -----------------------------
     commencement of participation in the Plan, shall elect on an Election Form
     the form in which the Retirement Benefit will be paid, if that benefit
     becomes payable under the terms of the Plan, which form shall be a lump sum
     or an Annual Installment Method of not more than ten (10) years. The
     Participant may change his or her election to an allowable alternative
     payout period by submitting a new Election Form to the Committee; provided,
     however, the last Election Form that is submitted at least 1 year prior to
     the Participant's Retirement and is accepted by the Committee in its sole
     discretion shall be the governing Election Form as to this matter. If a
     Participant does not make any election with respect to the payment of the
     Retirement Benefit, then such benefit shall be payable in a lump sum. The
     lump sum payment shall be made, or installment payments shall commence, no
     later than 60 days after the Participant Retires. Any payment made shall be
     subject to the Deduction Limitation. Notwithstanding anything in this
     Section or the Plan to the contrary, but subject to the Deduction
     Limitation, the Retirement Benefit paid pursuant to a Participant's elected
     Annual Installment Method shall be paid in the

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     number of annual installments elected by the Participant; provided,
     however, the annual installments shall not exceed the lesser of the
     Participant's Years of Service or ten (10) years.

5.3  Death Prior to Completion of Retirement Benefit. If a Participant dies
     -----------------------------------------------
     after Retirement but before the Retirement Benefit is paid in full, the
     Participant's unpaid Retirement Benefit payments shall continue and shall
     be paid to the Participant's Beneficiary (a) over the remaining number of
     years and in the same amounts as that benefit would have been paid to the
     Participant had the Participant survived, or (b) in a lump sum, if
     requested by the Beneficiary and allowed in the sole discretion of the
     Committee, that is equal to the Participant's unpaid remaining Account
     Balance.

                                   ARTICLE 6
                        Pre-Retirement Survivor Benefit
                        -------------------------------

6.1  Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the
     -------------------------------
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's Account Balance if the Participant dies before
     he or she Retires, experiences a Termination of Employment or suffers a
     Disability.

6.2  Payment of Pre-Retirement Survivor Benefit. A Participant, in connection
     ------------------------------------------
     with his or her commencement of participation in the Plan, shall elect on
     an Election Form whether the Pre-Retirement Survivor Benefit shall be
     received by his or her Beneficiary in a lump sum or pursuant to an Annual
     Installment Method of up to ten (10) years. The Participant may annually
     change this election to an allowable alternative payout period by
     submitting a new Election Form to the Committee, which form must be
     accepted by the Committee in its sole discretion. The Election Form most
     recently accepted by the Committee prior to the Participant's death shall
     govern the payout of the Participant's Pre-Retirement Survivor Benefit. If
     a Participant does not make any election with respect to the payment of the
     Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump
     sum. Notwithstanding the foregoing, if the Participant's Account Balance at
     the time of his or her death is less than $25,000, payment of the Pre-
     Retirement Survivor Benefit may be made, in the sole discretion of the
     Committee, in a lump sum or pursuant to an Annual Installment Method of not
     more than 5 years. The lump sum payment shall be made, or installment
     payments shall commence, no later than 60 days after the Committee is
     provided with proof that is satisfactory to the Committee of the
     Participant's death.

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                                    ARTICLE 7
                               Termination Benefit
                               -------------------

7.1      Termination Benefit. Subject to the Deduction Limitation, the
         -------------------
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's Account Balance if a Participant experiences a
         Termination of Employment prior to his or her Retirement, death or
         Disability.

7.2      Payment of Termination Benefit. The Termination Benefit shall be paid
         ------------------------------
         to the Participant in a lump sum. Notwithstanding anything in this
         Section or the Plan to the contrary, a Participant may request that the
         Company pay the lump sum payment or commence the installment payments
         60 days after the end of the Plan Year in which the Participant
         terminates his or her employment. The Committee may, in its sole
         discretion, accept or reject such a request from a Participant.

                                   ARTICLE 8
                         Disability Waiver and Benefit
                         -----------------------------

8.1      Disability Waiver.
         -----------------

         (a)   Waiver of Deferral. A Participant who is determined by the
               ------------------
               Committee to be suffering from a Disability shall (i) have no
               further deferrals of the Annual Deferral Amount that would
               otherwise have been withheld from a Participant's Annual Base
               Salary Annual Bonus or Director Fees for the Plan Year during
               which the Participant first suffers a Disability. During the
               period of Disability, the Participant shall not be allowed to
               make any additional deferral elections, but will continue to be
               considered a Participant for all other purposes of this Plan.

         (b)   Return to Work. If a Participant returns to employment with an
               --------------
               Employer, after a Disability ceases, the Participant may elect to
               defer an Annual Deferral Amount for the Plan Year following his
               or her return to employment or service and for every Plan Year
               thereafter while a Participant in the Plan; provided such
               deferral elections are otherwise allowed and an Election Form is
               delivered to and accepted by the Committee for each such election
               in accordance with Section 3.3 above.

8.2      Continued Eligibility/Disability Benefit. A Participant suffering a
         ----------------------------------------
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed and shall be eligible for the benefits
         provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
         of those Articles. Notwithstanding the foregoing, the Committee shall
         have the right to, in its sole and absolute discretion, deem the
         Participant to have experienced a Termination of Employment, or in the
         case of a Participant who is eligible to Retire, to have Retired, at
         any time after such Participant is determined to be suffering a
         Disability, in which case the Participant shall receive a Disability
         Benefit equal to his or her Account Balance at the time of the
         Committee's determination; provided, however, that should the
         Participant otherwise have been eligible to Retire, he or she shall be
         paid in accordance with Article 5 as though the Participant Retired.

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         The Disability Benefit shall be paid in a lump sum within 60 days of
         the Committee's exercise of such right. Any payment made shall be
         subject to the Deduction Limitation.

                                   ARTICLE 9
                            Beneficiary Designation
                            -----------------------

9.1      Beneficiary. Each Participant shall have the right, at any time, to
         -----------
         designate his or her Beneficiary(ies) (both primary and contingent) to
         receive any benefits payable under the Plan to a beneficiary upon the
         death of a Participant. The Beneficiary designated under this Plan may
         be the same as or different from the Beneficiary designation under any
         other plan of an Employer in which the Participant participates.

9.2      Beneficiary Designation Change/Spousal Consent. A Participant shall
         ----------------------------------------------
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. A Participant may name
         someone other than his or her spouse as a Beneficiary only if a spousal
         consent, in the form designated by the Committee, is signed by that
         Participant's spouse and returned to the Committee. Upon the acceptance
         by the Committee of a new Beneficiary Designation Form, all Beneficiary
         designations previously filed shall be canceled. The Committee shall be
         entitled to rely on the last Beneficiary Designation Form filed by the
         Participant and accepted by the Committee prior to his or her death.
         Notwithstanding anything in this Section or the Plan to the contrary, a
         Participant's designation of a spouse as a Beneficiary shall
         automatically be cancelled and revoked on the date a Participant's
         divorce from that spouse becomes final.

9.3      Acknowledgment.  No designation or change in designation of a
         --------------
         Beneficiary  shall be effective until received and  acknowledged in
         writing by the Committee or its designated agent.

9.4      No Beneficiary Designation. If a Participant fails to designate a
         --------------------------
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         Participant's designated Beneficiary shall be deemed to be the
         Participant's estate.

9.5      Doubt as to Beneficiary. If the Committee has any doubt as to the
         -----------------------
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Company to withhold such payments until this matter is resolved to
         the Committee's satisfaction.

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9.6      Discharge of Obligations. The payment of benefits under the Plan to a
         ------------------------
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                  ARTICLE 10
                               Leave of Absence
                               ----------------

10.1     Paid Leave of Absence. If a Participant is authorized by the
         ---------------------
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Article 3.

10.2     Unpaid Leave of Absence. If a Participant is authorized by the
         -----------------------
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and deferrals shall
         not be made, in the absence of compensation. Upon such expiration of
         the unpaid leave and resumption of entitlement to compensation,
         deferrals shall resume for the remaining portion of the Plan Year in
         which the return occurs, based on the deferral election, if any, made
         for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11
                      Termination/Amendment or Modification
                      -------------------------------------

11.1     Termination. Although the Company anticipates that it will continue the
         -----------
         Plan for an indefinite period of time, there is no guarantee that the
         Company will continue the Plan or will not terminate the Plan at any
         time in the future. Accordingly, the Company reserves the right to
         discontinue its sponsorship of the Plan and to terminate the Plan at
         any time with respect to any or all of its participating Employees and
         Directors, by action of its Board of Directors. Upon the termination of
         the Plan, the Plan Agreements of the affected Participants shall
         terminate and their Account Balances, determined as if they had
         experienced a Termination of Employment on the date of Plan termination
         or, if Plan termination occurs after the date upon which a Participant
         was eligible to Retire, then with respect to that Participant as if he
         or she had Retired on the date of Plan termination, shall be paid to
         the Participants as follows: Prior to a Change in Control, if the Plan
         is terminated with respect to all of its Participants, the Company
         shall have the right, in its sole discretion, and notwithstanding any
         elections made by the Participant, to pay such benefits in a lump sum
         or pursuant to an Annual Installment Method of up to ten (10) years,
         with amounts credited and debited during the installment period as
         provided herein. Prior to a Change in Control, if the Plan is
         terminated with respect to less than all of its Participants, the
         Company shall be required to pay such benefits in a lump sum. After a
         Change in Control, the Company shall be required to pay such benefits
         in a lump sum. The termination of the Plan shall not adversely affect
         any Participant or Beneficiary who has become entitled to the payment
         of any benefits under the Plan as of the date of termination; provided
         however, that the Company shall have the right to accelerate
         installment payments

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         without a premium or prepayment penalty by paying the Account Balance
         in a lump sum or pursuant to an Annual Installment Method using fewer
         years.

11.2     Amendment. The Company may, at any time, amend or modify the Plan in
         ---------
         whole or in part by the action of the Committee ; provided, however,
         that: (i) no amendment or modification shall be effective to decrease
         or restrict the value of a Participant's Account Balance in existence
         at the time the amendment or modification is made, calculated as if the
         Participant had experienced a Termination of Employment as of the
         effective date of the amendment or modification or, if the amendment or
         modification occurs after the date upon which the Participant was
         eligible to Retire, the Participant had Retired as of the effective
         date of the amendment or modification, (ii) no adverse amendment or
         modification shall be effective upon or after a Change in Control
         without the prior written consent of a majority of the Participants,
         and (iii) no amendment or modification of this Section 11.2 or Section
         12.2 of the Plan shall be effective. The amendment or modification of
         the Plan shall not affect any Participant or Beneficiary who has become
         entitled to the payment of benefits under the Plan as of the date of
         the amendment or modification; provided, however, that the Employer
         shall have the right to accelerate installment payments by paying the
         Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years (provided that the present value of all
         payments that will have been received by a Participant at any given
         point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

11.3     Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
         --------------
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Company may only amend or terminate
         such provisions with the consent of the Participant.

11.4     Effect of Payment. The full payment of the applicable benefit under
         -----------------
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                  ARTICLE 12
                                Administration
                                --------------

12.1     Committee Duties. Except as otherwise provided in this Article 12, this
         ----------------
         Plan shall be administered by the Compensation Committee of the Board,
         or such committee of delegates as the Compensation Committee of the
         Board shall appoint. The Committee shall also have the discretion and
         authority to (i) make, amend, interpret, and enforce all appropriate
         laws, rules and regulations for the administration of this Plan and
         (ii) decide or resolve any and all questions including interpretations
         of this Plan, as may arise in connection with the Plan. Any individual
         serving on the Committee who is a Participant shall not vote or act on
         any matter relating solely to himself or herself. When making a
         determination or calculation, the

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         Committee shall be entitled to rely on information furnished by a
         Participant, the Company or any Employer.

12.2     Administration Upon Change In Control. For purposes of this Plan, the
         -------------------------------------
         Company, acting through the Committee, shall be the "Administrator" at
         all times prior to the occurrence of a Change in Control. Upon and
         after the occurrence of a Change in Control, the "Administrator" shall
         be an independent third party selected by the Trustee and approved by
         the individual who, immediately prior to such event, was the Company's
         Chief Executive Officer or, if not so identified, the Company's highest
         ranking officer (the "Ex-CEO"). The Administrator shall have the
         discretionary power to determine all questions arising in connection
         with the administration of the Plan and the interpretation of the Plan
         and Trust including, but not limited to benefit entitlement
         determinations; provided, however, upon and after the occurrence of a
         Change in Control, the Administrator shall have no power to direct the
         investment of Plan or Trust assets or select any investment manager or
         custodial firm for the Plan or Trust. Upon and after the occurrence of
         a Change in Control, the Company must: (1) pay all reasonable
         administrative expenses and fees of the Administrator; (2) pursuant to
         Section 12.5, indemnify the Administrator against any costs, expenses
         and liabilities including, without limitation, attorney's fees and
         expenses arising in connection with the performance of the
         Administrator hereunder, except with respect to matters resulting from
         the gross negligence or willful misconduct of the Administrator or its
         employees or agents; and (3) pursuant to Section 12.6, supply full and
         timely information to the Administrator or all matters relating to the
         Plan, the Trust, the Participants and their Beneficiaries, the Account
         Balances of the Participants, the date of circumstances of the
         Retirement, Disability, death or Termination of Employment of the
         Participants, and such other pertinent information as the Administrator
         may reasonably require. Upon and after a Change in Control, the
         Administrator may be terminated (and a replacement appointed) by the
         Trustee only with the approval of the Ex-CEO. Upon and after a Change
         in Control, the Administrator may not be terminated by the Company.

12.3     Agents. In the administration of this Plan, the Committee and the
         ------
         Administrator may, from time to time, employ agents and delegate to
         them such of their respective administrative duties as they see fit
         (including acting through a duly appointed representative) and may from
         time to time consult with counsel who may be counsel to any Employer.

12.4     Binding Effect of Decisions. The decisions or actions of the Committee,
         ---------------------------
         the Administrator and/or their respective delegates, with respect to
         any question arising out of or in connection with the administration,
         interpretation and application of the Plan and the rules and
         regulations promulgated hereunder shall be final and conclusive and
         binding upon all persons having any interest in the Plan.

12.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         ----------------------
         the members of the Committee, and any Employee to whom the duties of
         the Committee may be delegated, and the Administrator against any and
         all claims, losses, damages, expenses or liabilities arising

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         from any action or failure to act with respect to this Plan, except in
         the case of willful misconduct by the Committee, any of its members,
         any such Employee or the Administrator.

12.6     Employer Information. To enable the Committee and Administrator to
         --------------------
         perform their respective functions, the Company and each Employer shall
         supply full and timely information to the Committee or Administrator,
         as the case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee or Administrator may reasonably
         require.

                                  ARTICLE 13
                         Other Benefits and Agreements
                         -----------------------------

13.1     Coordination with Other Benefits. The benefits provided for a
         --------------------------------
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

                                  ARTICLE 14
                               Claims Procedures
                               -----------------

14.1     Presentation of Claim. Any Participant or Beneficiary of a deceased
         ---------------------
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within 60 days
         after such notice was received by the Claimant. All other claims must
         be made within 180 days of the date on which the event that caused the
         claim to arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

14.2     Notification of Decision.  The Committee shall consider a Claimant's
         ------------------------
         claim within a reasonable  time, and shall notify the Claimant in
         writing:

         (a)   that the Claimant's requested determination has been made, and
               that the claim has been allowed in full; or

         (b)   that the Committee has reached a conclusion contrary, in whole or
               in part, to the Claimant's requested determination, and such
               notice must set forth in a manner calculated to be understood by
               the Claimant:

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           (i)    the specific reason(s) for the denial of the claim, or any
                  part of it;

           (ii)   specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

           (iii)  a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

           (iv)   an explanation of the claim review procedure set forth in
                  Section 14.3 below.

14.3   Review of a Denied Claim. Within 60 days after receiving a notice from
       ------------------------
       the Committee that a claim has been denied, in whole or in part, a
       Claimant (or the Claimant's duly authorized representative) may file with
       the Committee a written request for a review of the denial of the claim.
       Thereafter, but not later than 30 days after the review procedure began,
       the Claimant (or the Claimant's duly authorized representative):

       (a)  may review pertinent documents;

       (b)  may submit written comments or other documents; and/or

       (c)  may request a hearing, which the Committee, in its sole discretion,
            may grant.

14.4   Decision on Review. The Committee shall render its decision on review
       ------------------
       promptly, using an abuse of discretion standard of review, and shall
       render its decision not later than 60 days after the filing of a
       written request for review of the denial, unless a hearing is held or
       other special circumstances require additional time, in which case the
       Committee's decision must be rendered within 120 days after such date.
       Such decision must be written in a manner calculated to be understood
       by the Claimant, and it must contain:

       (a)  specific reasons for the decision;

       (b)  specific reference(s) to the pertinent Plan provisions upon which
            the decision was based; and

       (c)  such other matters as the Committee deems relevant.

14.5   Legal Action. A Claimant's compliance with the foregoing provisions of
       ------------
       this Article 14 is a mandatory prerequisite to a Claimant's right to
       commence any legal action with respect to any claim for benefits under
       this Plan.

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                                  ARTICLE 15
                                     Trust
                                     ------

15.1     Establishment of the Trust. The Company may establish the Trust, and
         --------------------------
         each Employer may transfer over to the Trust such assets as the
         Employer determines, in its sole discretion, to provide for its
         respective future liabilities created with respect to the Annual
         Deferral Amounts and Annual Company Contribution Amounts, for such
         Employer's Participants for all periods prior to the transfer, as well
         as any debits and credits to the Participants' Account Balances for all
         periods prior to the transfer, taking into consideration the value of
         the assets in the trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         -------------------------------------------
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the other
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

15.3     Distributions From the Trust. Each Employer's obligations under the
         ----------------------------
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

15.4     Investment of Trust Assets.  The Trustee of the Trust shall be
         ----------------------------
         authorized, upon written instructions received from the
         Committee or investment manager appointed by the Committee, to invest
         and reinvest the assets of the Trust in accordance with the applicable
         Trust Agreement,


                                  ARTICLE 16
                                 Miscellaneous
                                 -------------

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         --------------
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent. The
         Plan is an unfunded, nontax-qualified, individual account, profit
         sharing plan. Plan benefits shall only accrue immediately before they
         are paid and may be paid directly by the Company. A person entitled to
         benefits shall be entitled to receive distributions at the time
         otherwise provided under the Plan if he or she consents in writing to
         the distribution within 90 days before it is made. Failing such
         consent, the distribution shall be delayed to such later date as the
         person elects. In this case, the amounts otherwise payable shall be
         deposited at the earliest time otherwise payable with the consent of
         the person, less taxes required to be withheld, in a brokerage house
         account for the benefit of that person, and

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         invested as the person directs. However, this account shall be owned by
         a trustee appointed by the Plan Administrator, who shall transfer
         ownership of the account to the person on or after his or her 60/th/
         birthday. By electing to contribute to this Plan, each Participant
         acknowledges that this Plan is subject to ERISA but exempted from all
         of ERISA's substantive requirements because it is a "top hat plan,"
         acknowledges that the Company would not have implemented or continued
         this Plan but for its good faith belief that it is a top hat plan,
         agrees that all Plan benefits shall be contingent on the Plan being a
         top hat plan and promises never to assert otherwise.

16.2     Unsecured General Creditor. Participants and their Beneficiaries,
         --------------------------
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, the Employer's
         assets shall be, and remain, neither pledged nor restricted under or as
         a result of this Plan. An Employer's obligation under the Plan shall be
         merely that of an unfunded and unsecured promise to pay money in the
         future.

16.3     Employer's Liability. An Employer's liability for the payment of
         --------------------
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         ----------------
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     Not a Contract of Employment. The terms and conditions of this Plan
         ----------------------------
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, except to the extent expressly provided in a written
         employment agreement, if any. Nothing in this Plan shall be deemed to
         give a Participant the right to be retained in the service of any
         Employer or to interfere with the right of any Employer to discipline
         or discharge the Participant at any time.

16.6     Furnishing Information. A Participant or his or her Beneficiary, as a
         ----------------------
         condition to entitlement to benefits hereunder, shall cooperate with
         the Committee by furnishing any and all information requested by the
         Committee and take such other actions as may be requested in order to
         facilitate the administration of the Plan and the payments of benefits
         hereunder,

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         including but not limited to taking such physical examinations as the
         Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine, they shall
         -----
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         --------
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     Governing Law.  Subject to ERISA, the provisions of this Plan shall
         --------------
         be construed and interpreted according to the internal laws of the
         State of California without regard to its conflicts of laws principles.

16.10    Notice. Any notice or filing required or permitted to be given to the
         ------
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                           Amgen Inc. Nonqualified
                           Deferred Compensation Plan
                           Committee
                          ------------------------------
                           Amgen, Inc.
                          ------------------------------
                           One Amgen Center Drive
                          ------------------------------
                           Thousand Oaks, CA 91320-1799
                          ------------------------------

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last address of the Participant shown on the
         records of the Company.

16.11    Successors. The provisions of this Plan shall bind and inure to the
         ----------
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's Interest. The interest in the benefits hereunder of a spouse
         -----------------
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

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16.13    Validity. In case any provision of this Plan shall be illegal or
         --------
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    Incompetent. If the Committee determines in its discretion that a
         -----------
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to cause the Company or any
         -----------
         Employer to make any payments directed by court order in any action in
         which the Plan or the Committee has been named as a party. In addition,
         if a court determines that a spouse or former spouse of a Participant
         has an interest in the Participant's benefits under the Plan in
         connection with a property settlement or otherwise, the Committee, in
         its sole discretion, shall have the right, notwithstanding any election
         made by a Participant, to immediately cause the Company or any Employer
         to distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.
         -------------------------------------

         (a)  In General.  If, for any reason, all or any portion of a
              ----------
              Participant's benefits under this Plan becomes taxable to the
              Participant prior to receipt, a Participant may petition the
              Committee before a Change in Control, or the trustee of the Trust
              after a Change in Control, for a distribution of that portion of
              his or her benefit that has become taxable. Upon the grant of such
              a petition, which grant shall not be unreasonably withheld (and,
              after a Change in Control, shall be granted), a Participant's
              Employer shall distribute to the Participant immediately available
              funds in an amount equal to the taxable portion of his or her
              benefit (which amount shall not exceed a Participant's unpaid
              Account Balance under the Plan). If the petition is granted, the
              tax liability distribution shall be made within 90 days of the
              date when the Participant's petition is granted. Such a
              distribution shall affect and reduce the benefits to be paid under
              this Plan.

         (b)  Trust. If the Trust terminates in accordance with its terms and
              -----
              benefits are distributed from the Trust to a Participant in
              accordance with that Section, the Participant's Account, and
              accordingly the benefits under this Plan, shall be reduced to the
              extent of such distributions.

16.17    Insurance. The Employers, on their own behalf or on behalf of the
         ---------
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participants, in such

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         amounts and in such forms as the Trust may choose. The Employers or the
         trustee of the Trust, as the case may be, shall be the sole owner and
         beneficiary of any such insurance. The Participants shall have no
         interest whatsoever in any such policy or policies, and at the request
         of the Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.

16.18    Legal Fees To Enforce Rights After Change in Control. The Company and
         ----------------------------------------------------
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, whether by or against the
         Company, the Participant's Employer or any director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction.
         Notwithstanding anything in this Section or the Plan to the contrary,
         the Company and/or the Participant's Employer shall have no obligation
         under this Section to the extent there is a judicial determination or
         final arbitration decision that the litigation or other legal action
         brought by the Participant is frivolous.

         IN WITNESS WHEREOF, the Company has signed this Plan document as of
__________, 2001.

                                       "Company"

                                       Amgen, Inc., a Delaware corporation

                                       By:      ____________________________

                                       Title:   ____________________________

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