EX-10.N






Exhibit 10(n)




AMENDMENTS TO THE

EXECUTIVE INCOME DEFERRAL PLAN



The Executive Income Deferral Plan (the “Plan”) shall be amended by inserting the following two new
Sections at the end of the Plan, effective as of January 1, 2009, or as of the date otherwise
specifically provided below:





“13. Section 409A Requirements. Notwithstanding any other provision of the
Plan to the contrary, effective as of January 1, 2009, the terms of this Section 13 shall
apply to the deferral of income elected on or after January 1, 2005 (the “409A Deferrals”),
and the payment of such amounts. This Section 13 is intended to ensure that the terms of
the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations and other guidance issued thereunder (“Section 409A”).




	 	(a)	 	Creation of 409A Accounts. Effective as of January 1, 2005, each
participant’s Income Deferral Account shall be divided into two separate accounts as
follows: (i) a “409A Account,” which shall consist of all 409A Deferrals and the
earnings thereon; and (ii) a “Grandfathered Account,” which shall consist of all
Deferred Awards credited to a participant’s Income Deferral Account before January 1,
2005 (the “Grandfathered Deferrals”). Except as specifically provided in this Section
13, all references in this Plan to Income Deferral Accounts shall include the 409A
Account and the Grandfathered Account, and all references to Deferred Awards shall
include the 409A Deferrals and the Grandfathered Deferrals.
	 
	 	(b)	 	Election of 409 Deferrals: No participant may elect to defer any
portion of any dividend equivalents that are payable under the Company’s CEC Plan on
or after January 1, 2009. Effective as of January 1, 2005, each participant may elect
(i) to defer any non-performance-based compensation, incentive payment, or dividend
equivalent monies for services performed during a taxable year, provided such election
is made on or before the end of the taxable year preceding the year in which services
are rendered; and (ii) to defer any performance based compensation (as defined in
Treasury Regulations Section 1.409A-1(e)) on or before the date that is six months
before the end of the performance period, provided that in no event may such election
be made after such compensation has become readily ascertainable. The Company shall
establish procedures applicable to the form and timing of such deferral elections in
accordance with the provisions of this Section 13(b).
	 
	 	(c)	 	Payment of 409A Accounts. The value of a participant’s 409A Account
shall be payable only upon the occurrence of a 409A Payment Event. The Company shall
pay the value of a participant’s 409A Account in a single lump sum as soon as
practicable after the later of (i) the expiration of the six-month period specified in
Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, (the
“Code”) and the regulations thereunder, and (ii) January 15 of the year immediately
following the year of the 409A Payment Event. The participant shall have no influence
on any determination as to the tax year in which the payment is made.






	 	(d)	 	409A Payment Event. For purposes of this Plan, the term “409A
Payment Event” shall mean the date on which one of the following occurs with respect
to a participant (or a date related to the occurrence of one of the following):






	 	i)	 	Separation from Service (within the meaning
of Treasury Regulations Section 1.409A-1(h) and other applicable
rules under Section 409A);
	 
	 	ii)	 	Death; or
	 
	 	iii)	 	Disability (within the meaning of Code
Section 409A(a)(2)(C) and the regulations thereunder).






	 	 	 	With respect to a participant who is placed on “long-term disability,” the Company
shall determine whether a Separation from Service has occurred with respect to the
participant based on the facts and circumstances for purposes of establishing the
time of payment for the participant’s 409A Account. The Company’s determination
shall be made initially within 60 days of the date the participant is placed on
“long-term disability,” and each anniversary of such date thereafter.
	 
	 	(e)	 	No Deferral of Payment. A participant may not elect to defer receipt
of any portion of his 409A Account or to receive such amounts in the form of
installment payments. A participant’s election to defer receipt of any portion of his
Income Deferral Account or to be paid in installments pursuant to the provisions of
Section 7, above, shall be effective solely with respect to the participant’s
Grandfathered Account and shall in no event apply to his 409A Account.
	 
	 	(f)	 	Provisions Intended to Ensure Compliance with Section 409A. This
Section 13 and any other provision of this Plan that applies to 409A Deferrals and
409A Accounts, including the rights of the Company or a participant with respect to
the 409A Deferrals and 409A Accounts, shall be limited to those terms permitted under
Section 409A. Any terms not permitted under Section 409A shall be automatically
modified and limited to the extent necessary to comply with Section 409A, but only to
the extent such modification or limitation is permitted under Section 409A.
	 
	 	 	 	Notwithstanding any other provision to the contrary, effective as of October 3,
2004, the Company may, in its discretion, require or permit on an elective basis a
change in the payment terms applicable to a participant’s 409A Account in
accordance with, and to the fullest extent permitted by, applicable guidance under
Section 409A, including, but not limited to, IRS Notice 2005-1, Proposed Treasury
Regulations Section 1.409A, Preamble Section XI.C, and IRS Notice 2007-86, provided
that such election (i) is made on or before December 31, 2008, (ii) applies only to
amounts that would not otherwise be payable in the year of the election, and (iii)
does not cause an amount to be paid in the year of the election that would not
otherwise be payable in that year.






	 	(g)	 	Provisions Not Applicable to Grandfathered Deferrals and Grandfathered
Accounts. This Section 13 shall in no event apply to any portion of a
participant’s Grandfather Deferrals or Grandfathered Account. No amendment or change
to this Plan or any other change (including an exercise of discretion) with respect to
the Grandfathered Deferrals or Grandfathered Accounts made after October 3, 2004,
shall be effective if such amendment or change would constitute a “material
modification” within the meaning of Section 409A.




14. Payment Upon Termination of the Plan. The Company may terminate the Plan at any time.
However, such amendment shall not without the consent of a participant, materially adversely affect
any right or obligation with respect to any Deferred Award made theretofore. Upon termination of
the Plan pursuant to this Section 14 with respect to all participants and the termination of all
other arrangements sponsored by the Company that would be aggregated with the Plan under Section
409A, the Company shall have the right, in its sole discretion, and notwithstanding any elections
made by a participant, to pay to each participant the value of his Income Deferral Account in a
lump sum to the extent permitted under Section 409A. All payments made under this Section 14 upon
termination of the Plan shall be made no earlier than the thirteenth (13th) month and no
later than the twenty-fourth (24th) month after the termination of the Plan. The
Company may not accelerate payments pursuant to this Section 14 if the termination of the Plan is
proximate to a downturn in the Company’s financial health. If the Company exercises its discretion
to accelerate payments under this Section 14, the Company shall not adopt any new arrangement that
would have been aggregated with the Plan under Section 409A within three (3) years following the
date of the Plan’s termination.”






 









 





CERTIFICATION OF SECTION 409A AMENDMENTS

TO CERTAIN DEFERRED COMPENSATION PLANS




     WHEREAS, Johnson & Johnson (the “Company”) maintains the Certificate of Extra Compensation
Plan, the Executive Income Deferral Plan, and the Deferred Fee Plan for Directors (collectively,
the “Plans”);



     WHEREAS, the Compensation & Benefits Committee of the Board of Directors of the Company (the
“Committee”) has previously approved and authorized certain amendments to the Plans to comply with
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all
regulations and other guidance thereunder, (“Section 409A”), and to make other non-material
changes; and



     WHEREAS, the Committee has delegated to the Management Compensation Committee (“the MCC”) the
authority (i) to take all actions necessary and proper to effectuate amendments to the Plans that
have been approved and authorized by the Committee; and (ii) to approve and adopt any amendment(s)
to the Plans that may be necessary to comply with changes to any legal or regulatory requirements
that apply to the Plans.



     NOW, THEREFORE, BE IT RESOLVED, that the MCC hereby certifies that each Plan shall be amended
to incorporate the amendments attached hereto, effective as of January 1, 2009, unless otherwise
specifically set forth therein; and



     FURTHER RESOLVED, that the Vice President, Human Resources of the Company, upon consultation
and approval of counsel, is hereby authorized to take any and all actions that she, in her
discretion, determines (i) to be necessary or appropriate to incorporate the attached amendments
into the applicable Plan, or (ii) to ensure that each Plan, as amended, is properly administered,
including, but not limited to, (A) making all conforming changes to the Plan and/or restating the
Plan in its entirety, (B) adopting any additional amendments to the Plan that may be necessary or
proper to comply with Section 409A, and (C) adopting and/or amending administrative policies and
procedures under the Plan.



	 	 	 	 	 
	DATED: December 16, 2008	 	MANAGEMENT COMPENSATION COMMITTEE


OF JOHNSON & JOHNSON
	 
	 	 	 	 
	 

	 	NAME:
	 	/s/ W. C. Weldon
 

W. C. WELDON

	 

	 	TITLE:
	 	(Chairman)
	 
	 	 	 	 
	 

	 	NAME:
	 	/s/ D. J. Caruso
 

D. J. CARUSO

	 

	 	TITLE:
	 	(Member)
	 
	 	 	 	 
	 

	 	NAME:
	 	/s/ K. Foster-Cheek
 

K. FOSTER-CHEEK

	 

	 	TITLE:
	 	(Member)
	 
	 

	 	NAME:
	 	/s/ C. A. Poon
 

C. A. POON

	 

	 	TITLE:
	 	(Member)