EX-10.L






Exhibit 10(l)




AMENDMENTS TO THE

DEFERRED FEE PLAN FOR DIRECTORS



The Deferred Fee Plan for Directors (the “Plan”) shall be amended by inserting the following new
Section at the end of the Plan, effective as of January 1, 2009, or as of the date otherwise
specifically provided below:





“18. Section 409A Requirements. Notwithstanding any other provision of the
Plan to the contrary, effective as of January 1, 2009, the terms of this Section 18 shall
apply to the payment of a participant’s deferred compensation account under the Plan. This
Section 18 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)	 	Payment of Accounts. Notwithstanding any other provision of the Plan
to the contrary, effective as of January 1, 2009, the value of a participant’s deferred
compensation account shall be payable solely in a single lump sum within the 90-day
period beginning on the participant’s Completion Date or date of death, if earlier.
The participant shall have no influence on any determination as to the tax year in
which the payment is made.
	 
	 	(b)	 	No Deferral of Payment. Effective as of January 1, 2009, a participant
may not elect to defer receipt of any portion of his deferred compensation account or
to receive such amounts in the form of installment payments. A participant’s election
to defer receipt of any portion of his deferred compensation account or to be paid in
installments pursuant to the provisions of Section 10, above, shall be null and void as
of January 1, 2009.
	 
	 	(c)	 	Provisions Intended to Ensure Compliance with Section 409A. This
Section 18 and any other provision of this Plan that applies to deferrals, including
the rights of the Company or a participant with respect to the deferrals, 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.
	 
	 	(d)	 	Payment Upon Termination of the Plan. Upon termination of the Plan
pursuant to this Section 18 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, to pay to
each participant the value of his deferred compensation account in a lump sum to the
extent permitted under Section 409A. All payments made under this Section 18 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 18 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 18, 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)