ex10_20.htm


    
      

    

     

    
      EXHIBIT
10.20

      


      


      AMENDMENT
NO. 2 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, was most recently amended and restated in its entirety
effective as of January 1, 2004, and was further amended effective as of May 1,
2005;

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

      


      NOW, THEREFORE, effective as
of October 1, 2006, the Plan is amended, as follows:

      


      FIRST:  Paragraph
(a) of Section 3.1.3 of the Plan is hereby amended to read as
follows:

      


      "(a)           No
amount shall be credited to a Member's Account for a Plan Year pursuant to
Section 3.1.1(a) unless: (i) he or she has deferred the maximum amount permitted
under the Tax Reduction Investment Plan for the Plan Year (taking into account
the Salary Deferral Dollar Limit and the Salary Deferral Nondiscrimination
Limits, and determined by reference to actual amounts, not percentages of
compensation, deferred); (ii) he or she is eligible for a
TRIP+  matching Contribution for the Plan Year in accordance with the
provisions of the Tax Reduction Investment Plan, and (iii) he or she is an
Eligible Employee (as defined under TRIP+) on the last TRIP+ Valuation Date of
the Plan Year, or his or her employment with all Employers and Affiliates (as
defined under TRIP+) terminated at any time during the Plan Year by reason of
death or Disability (as defined under TRIP+); and"

      


      SECOND:
The following new Section 6.9 is hereby added to Section 9,
Administration:

      


      "6.9           Domestic Relations
Orders.  Notwithstanding any contrary Plan provision, if the
Committee (or its authorized delegate) determines that a domestic relations
order with regard to the Plan is a QDRO, then the Committee (or its authorized
delegate) shall establish a separate Account for the amount to be allocated to
the Alternate Payee pursuant to the QDRO, and such Alternate Payee shall then be
treated as a Member for purposes of such Account.

      


      6.91  Definitions.

      


      (a)           "Alternate Payee"
shall have the same meaning as that assigned
from time to time to the identical term under the Tax Reduction Investment
Plan.

      


      (b)           "QDRO" shall have the
same meaning as that assigned from time
to time to the identical term under the Tax Reduction Investment
Plan.

      


      6.9.2        QDRO
Procedures.  The Committee (or its authorized delegate) shall
establish reasonable procedures for determining the qualified status of domestic
relations orders.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      6.9.3        Hold Procedures.
Notwithstanding any contrary Plan provision, the Committee (or its authorized
delegate) may place a hold at any time on all or a portion of a Member's Plan
Account in the same manner as set forth in the Tax Reduction Investment Plan
with regard to TRIP+ accounts.

      


      6.9.4        Beneficiary
Designation. The Alternate Payee shall be permitted to designate a
Beneficiary for his or her Account in accordance with the provisions of Section
5.4.

      


      6.9.5        Distribution of Alternate
Payee's Account. The Account established for the benefit of an Alternate
Payee under the Plan shall be distributed to the Alternate Payee at the same
time and in the same manner as the Member's Plan Account is distributed to him
or her, as set forth in Section 5."

      


      IN WITNESS WHEREOF, Genentech,
Inc., by its duly authorized officers, has executed this Amendment No. 2 to the
Plan on the date(s) indicated below.

       

      
        
          
            	
                    GENENTECH,
      INC.

                  
	
                    By:

                  	
                    
                       

                      /s/
      David Ebersman

                    

                  	 
      	
                    And
      By:

                  	
                    
                       

                      /s/
      Denise Smith-Hams

                    

                  
	
                    Title:

                     

                  	
                    
                       

                      Executive
      Vice President and

                      Chief
      Financial Officer

                    

                  	 
      	
                    Title:

                  	
                    
                       

                      Vice
      President Human Resources

                    

                  
	
                    Dated:

                  	
                    
                       

                       9/1/06

                    

                  	 
      	
                    Dated:

                  	
                    
                       

                       9/1/06