ex10_19.htm


     

      
        

      

    

     

    
      EXHIBIT
10.19

      


      


      AMENDMENT
NO. 1 TO THE

      GENENTECH,
INC. SUPPLEMENTAL PLAN

      (January
1, 2004 Restatement)

      


      


      WHEREAS,
the Genentech, Inc. Supplemental Plan (the "Plan") was originally established
effective as of January 1, 1991 and was most recently amended and restated in
its entirety effective as of January 1, 2004;

      WHEREAS,
notwithstanding any provisions of the Plan to the contrary, Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code") requires that
distributions to key employees (as defined in Code Section 416) of amounts
deferred in taxable years beginning after December 31, 2004 must be delayed for
six months following their separation from service;

      WHEREAS,
no amounts will be deferred under the Plan for the 2005 plan year until December
31, 2005;

      WHEREAS,
Genentech, Inc. wishes to treat all Plan participants the same, to the extent
possible under the terms of the Plan and applicable law;

      WHEREAS,
Code Section 409A also requires that the Plan be amended to eliminate the
discretion of the Committee under the Plan as to any accelerated distribution of
Plan participants' accounts in the event of the termination of the Plan;
and

      WHEREAS,
Genentech, Inc. wishes to make certain other amendments to the
Plan.

      NOW,
THEREFORE, the Plan is hereby amended, effective as of May 1, 2005, as
follows:

      FIRST:    Section 1.4
is amended in its entirety to read as follows:

      "1.4    "Beneficiary" shall
mean the person(s) or entity entitled to receive benefits under the Plan upon
the death of a Member in accordance with Section 5.4."

      


      SECOND:   Section 5.1 is amended
in its entirety to read as follows:

      "5.1    
Distribution.  Subject
to Section 5.2, distribution of the balance credited to a Member's Account shall
be made by the Member's Employer to the Member (or, in the event of the death of
the Member, to the Member’s Beneficiary) upon the Member’s separation from
service (as defined in Code Section 409A) or other applicable Internal Revenue
Service guidance (“Separation From Service”).”


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRD:         Section
5.2 is amended in its entirety to read as follows:

      “5.2     Time for
Distribution.  The distribution of a Member’s Account shall
occur as soon as administratively practicable following the date that is six (6)
months after the date of the Member’s Separation From Service (as defined in
Section 5.1).”

      


      FOURTH:      Section
5.4 is amended to read as follows (Sections 5.4.1 and 5.4.2 are not
amended):

                 
“5.4     Beneficiary
Designations.  Each member may designate one or more
Beneficiaries in such manner as the Committee (in its discretion) shall
specify.  No such designation shall be effective until it is received
by the Committee (or its delegate) in the manner specified.”

      


      FIFTH:           Section
8.3 is amended in its entirety to read as follows:

           
“8.3      Effect Of
Termination.  If the Plan is terminated, then the interests of
all Members in their Accounts shall remain fully (100%) vested and
nonforfeitable.  The balances credited to the Accounts of the Members
shall be distributed to them at the time and manner set forth in Section
5.”

      IN WITNESS WHEREOF, Genentech,
Inc., by its duly authorized officers, has executed this Amendment No. 1 to the
Plan on the date(s) indicated below.

      


      
        	 
      	
                GENENTECH,
      INC.

              
	 
      	
                By:

              	
                
                   

                  /s/
      David Ebersman

                

              
	 
      	
                Title:

              	
                
                   

                  Senior
      Vice President and

                  Chief
      Financial Officer

                

              
	 
      	
                Dated:

              	
                
                   

                   9/13/05

                

              
	 
      	 
      	 
      
	 
      	
                And
      by:

              	
                
                   

                  /s/
      Denise Smith-Hams

                

              
	 
      	
                Title:

              	
                
                   

                  Vice
      President Human Resources

                

              
	 
      	
                Dated:

              	
                
                   

                   9/13/05