**EXHIBIT 10.11****Barr Pharmaceuticals, Inc. Excess Savings and Retirement Plan**(As Amended and Restated Effective as of February 27, 2008 with retroactive effect to January 1, 2005)          Barr Pharmaceuticals, Inc. (the “Company”) established the Barr Pharmaceuticals, Inc. ExcessSavings and Retirement Plan for the benefit of its eligible Employees effective July 1, 1999. TheCompany previously has amended the Plan and now hereby amends and restates the Plan, effective asof January 1, 2005, except where specifically provided. The Plan is intended to be an unfundedplan maintained solely for the purpose of providing deferred compensation for a select group ofmanagement or highly compensated employees as referred to in Sections 201(a)(2), 301(a)(3) and401(a)(1) of ERISA, as well as an unfunded “excess benefit plan” established pursuant to Section4(b)(5) of ERISA. The Plan is further intended to comply with the Internal Revenue Code of 1986,as amended, including Code Section 409A. The Plan shall be administered and construed so as toeffectuate such intentions.**DEFINITIONS**          Wherever used herein, the following terms have the meanings set forth below, unless adifferent meaning is clearly required by the context:     1.1. “Account” means the Deferral Contribution Account and the Employer Matching ContributionAccount, if any, established on the Company’s books for the purpose of recording amounts creditedon behalf of a Participant and any income, expenses, gains or losses included thereon.     1.2. “Administrator” means the Barr Pharmaceuticals, Inc. Savings and Retirement PlanCommittee, which is responsible for the administration of the Plan.     1.3. “Beneficiary” means the person or persons entitled under Section 6.2 to receive benefitsunder the Plan upon the death of a Participant.     1.4. “Board” means the Company’s Board of Directors.     1.5. “Cause” shall have the meaning set forth in any employment, consulting, or other writtenagreement between the Participant and the Company or a Subsidiary. If there is no employment,consulting, or other written agreement between the Company or a Subsidiary and the Participant orif such agreement does not define “Cause,” then “Cause” shall mean, as determined by theAdministrator in its sole discretion, the Participant’s (i) willful and continued failuresubstantially to perform the Participant’s material duties with the Company or a Subsidiary, or thecommission of any activities constituting a violation or breach under any federal, state, or locallaw or regulation applicable to the activities of the Company or Subsidiary, in each case, afternotice thereof from the Board or the Administrator to the Participant and (where possible) areasonable opportunity for the Participant to cease such failure, breach, or violation in allrespects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation, or
 

 
other actions thatcause damage to the property or business of the Company or Subsidiary, (iii) repeated absences fromwork such that the Participant is unable to perform the Participant’s employment or other duties inall material respects, other than due to physical or mental impairment or illness, (iv) admissionor conviction of, or plea of *nolo contendere*to, any felony,or to any other crime that, in the reasonable judgment of the Board or the Administrator,adversely affects the Company’s or a Subsidiary’s reputation or the Participant’s ability to carryout the obligations of the Participant’s employment or Service, (v) loss of any license orregistration that is necessary for the Participant to perform the Participant’s duties for theCompany or Subsidiary, (vi) failure to cooperate with the Company or a Subsidiary in any internalinvestigation or administrative, regulatory or judicial proceeding, after notice thereof from theBoard or the Administrator to the Participant and a reasonable opportunity for the Participant tocure such non-cooperation or, (vii) act or omission in violation or disregard of the Company’s orSubsidiary’s policies, including but not limited to the Company’s or Subsidiary’s harassment anddiscrimination policies and standards of conduct then in effect, in such a manner as to cause loss,damage or injury to the property, reputation or employees of the Company or a Subsidiary. Inaddition, the Participant’s Service shall be deemed to have terminated for Cause if, after theParticipant’s Service has terminated, facts and circumstances are discovered that would havejustified a termination for Cause. For purposes of this Plan, no act or failure to act on theParticipant’s part shall be considered “willful” unless it is done, or omitted to be done, by theParticipant in bad faith or without reasonable belief that the Participant’s action or omission wasin the best interests of the Company or a Subsidiary. Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board or based upon the advice ofcounsel for the Company or a Subsidiary shall be conclusively presumed to be done, or omitted to bedone, in good faith and in the best interests of the Company or a Subsidiary.     1.6. “Change in Control” shall mean the first to occur of any of the following events, butonly to the extent that such event is described in Code Section 409A(a)(2)(A)(v):     (a) any one person, or more than one person acting as a group (including owners of acorporation that enters into a merger, consolidation, purchase, or acquisition of stock, orsimilar business transaction with the Company, but not including persons solely because theypurchase stock of the Company at the same time or as a result of the same public offering),acquires (or has acquired within the 12-month period ending on the date of the most recentacquisition by such person) securities of the Company representing 30% or more of the combinedvoting power of the Company’s then outstanding securities; or     (b) during any period of twelve months (not including any period prior to the execution ofthis Plan), a majority of members of the Board are replaced by Directors (whose appointment orelection is not endorsed by a majority of the members of the Board before the date of theappointment or election); or     (c) any person, or more than one person acting as a group (including owners of acorporation that enters into a merger, consolidation, purchase, or acquisition of stock, orsimilar business transaction with the Company, but not including persons solely because theypurchase stock of the Company at the same time or as a result of the same public offering),acquires ownership of stock of the Company that, together with stock held by such person orgroup, constitutes more than 50% of the combined voting power of the stock of the Company
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butonly if such person or group did not own more than 50% of the combined voting power of the stockof the Company prior to such acquisition; or     (d) any person, or more than one person acting as a group (including owners of acorporation that enters into a merger, consolidation, purchase or acquisition of assets, orsimilar business transaction with the Company, but not including persons solely becausethey purchase assets of the Company at the same time), acquires (or has acquired during the12-month period ending on the date of the most recent acquisition by such person or group)assets from the Company that have a total gross fair market value equal to more than 50% of thetotal gross fair market value of all of the assets of the Company immediately before suchacquisition or acquisitions, except where the assets are transferred to (i) a shareholder of theCompany (immediately before the asset transfer) in exchange for or with respect to its stock,(ii) an entity, 50% or more of the total value or voting power of which is owned, directly orindirectly, by the Company, (iii) a person, or more than one person acting as a group, thatowns, directly or indirectly, 50% or more of the total value or voting power of all outstandingstock of the Company, or (iv) an entity, at least 50% of the total value or voting power ofwhich is owned, directly or indirectly, by a person described in (iii), above.     (e) Notwithstanding the foregoing, unless a majority of the Incumbent Board determinesotherwise, no Change in Control shall be deemed to have occurred with respect to a particularEmployee or Participant if the Change in Control results from actions or events in which suchEmployee or Participant is a participant in a capacity other than solely as an officer, Employeeor member of the Board.     1.7. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and anyregulations relating thereto.     1.8. “Company” means Barr Pharmaceuticals, Inc., a Delaware corporation, or, to the extentprovided in Section 9.13 below, any successor corporation or other entity resulting from a mergeror consolidation into or with the Company.     1.9. “Compensation” has the meaning given to that term under the Qualified Plan, except that:     (a) The limitations of Code Section 401(a)(17) shall not apply for purposes of this Plan;     (b) For purposes of Article III, Compensation shall include amounts deferred pursuant to anelection under Section 3.1, but shall not include amounts deferred under the Non-Qualified Plan;and     (c) Only Compensation earned while the Eligible Employee is a Participant under this Planshall be counted for purposes of Deferral Contributions.     1.10. “Deferral Agreement” means the written deferral agreement entered into by a Participantwith an Employer under Section 3.1 of the Plan.
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     1.11. “Deferral Contribution” means the contribution credited to a Participant’s DeferralContribution Account under the Plan by the Employer pursuant to the Participant’s DeferralAgreement under Section 3.1 of the Plan.     1.12. “Deferral Contribution Account” means the account established for a Participant underthe Plan that is credited with the Participant’s Deferral Contributions under Section 3.1 of thePlan.     1.13. “Disability” means that the Participant meets one of the following requirements:     (a) The Participant is unable to engage in any substantial gainful activity by reason ofany medically determinable physical or mental impairment that can be expected to result in deathor can be expected to last for a continuous period of not less than 12 months.     (b) The Participant is, by reason of any medically determinable physical or mentalimpairment that can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, receiving income replacement benefits for a period of notless than three months under the Company’s long-term disability plan.     (c) The Participant is determined to be totally disabled by the Social SecurityAdministration.     1.14. “Effective Date” means January 1, 2005, except as otherwise expressly provided herein.     1.15. “Eligible Employee” means an Employee (i) who is a Vice President or higher officer,(ii) whose annualized compensation from the Employer is expected to equal or exceed the limitcontained in Code Section 401(a)(17), (iii) who has elected, within 30 days of becoming eligible,to participate in the Qualified Plan as an “Executive Participant,” as such term is defined in theQualified Plan, and (iv) who has elected, to the extent the Employee is otherwise eligible, to make“Catch-Up Contributions” under the Qualified Plan. Beginning on and after July 1, 2007, anEmployee will only become an Eligible Employee on the date the Administrator notifies the Employeein writing of the Employee’s status as an Eligible Employee. Once an Employee has become anEligible Employee, the Employee will remain as such for subsequent Plan Years unless theAdministrator specifies otherwise or the Employee’s annual compensation no longer is expected toequal or exceed the limitation specified in Code Section 401(a)(17) for that Plan Year.     1.16. “Employee” means a person employed by an Employer who is classified by an Employer as acommon law employee; provided that, only individuals who are paid as common law employees from thepayroll of an Employer shall be deemed to be Employees for purposes of the Plan. Any person whoagrees in writing with an Employer that he or she will not be a Participant will not be eligible toparticipate in the Plan. For purposes of this definition of Employee, and notwithstanding anyother provisions of the Plan to the contrary, individuals who are not classified by an Employer asemployees under Code Section 3121(d) (including, but not limited to, individuals classified by theEmployer as independent contractors and non-employee consultants) and individuals who areclassified by an Employer as employees of any entity other than an Employer do not meet thedefinition of Employee and are ineligible for benefits under the Plan, even if the classificationby the Employer is determined to be erroneous, or is
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 retroactively revised. In the event theclassification of an individual who is excluded from the definition of Employee under the precedingsentence is determined by a third party to be erroneous or is retroactively revised, the individualshall nonetheless continue to be excluded from the definition of Employee and shall be ineligiblefor benefits for all periods prior to the date the Employer determines its classification of theindividual is erroneous or should be revised.     1.17. “Employer” means the Company and any Subsidiary that has adopted the Plan, with theAdministrator’s consent. The Employers participating in the Plan as of July 1, 2007 are listed inAppendix A.     1.18. “Employer Matching Contribution” means the contribution credited to a Participant’sEmployer Matching Contribution Account under the Plan by an Employer pursuant to Section 3.3 of thePlan.     1.19. “Employer Matching Contribution Account” means an Account that the Administrator shallestablish on behalf of a Participant for any Employer Matching Contributions made on behalf of theParticipant under the Plan by an Employer under Section 3.3 of the Plan.     1.20. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from timeto time.     1.21. “Fund Share” means the share, unit, or other evidence of ownership in a Plan investmentoption.     1.22. “Investment Fund” means any Registered Investment Company which is made available toPlan Participants under the Trust. For this purpose, “Registered Investment Company” means any oneor more corporations, partnerships or trusts registered under the Investment Company Act of 1940.     1.23. “Key Employee” means a Participant who, at the time of the Participant’s distribution,is a “specified employee” as defined in Code Section 409A. Key Employees will be identified as ofthe 12-month period ending on each December 31 (the “Identification Date”), and will be consideredKey Employees for the 12-month period beginning on April 1 of the year following the IdentificationDate and ending on the following March 31.     1.24. “Non-Qualified Plan” means the Barr Pharmaceuticals, Inc. Non-Qualified DeferredCompensation Plan, as amended from time to time, and any successor or replacement plan.     1.25. “Participant” means an Eligible Employee who has elected in writing to make DeferralContributions to the Plan in accordance with Article III hereof and includes any individual forwhom the Administrator maintains an Account under the Plan.     1.26. “Plan” means the Barr Pharmaceuticals, Inc. Excess Savings and Retirement Plan, as setforth herein and as hereinafter amended from time to time.     1.27. “Plan Year” means the 12-month period beginning on January 1 and ending on the followingDecember 31 of each year.
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     1.28. “Qualified Plan” means the Barr Pharmaceuticals, Inc. Savings and Retirement Plan, asamended from time to time, and any successor or replacement plan. Except as otherwise provided inthis Article I, all defined terms used in the Plan that are defined in the Qualified Plan shallhave the same meaning in the Plan as is set forth in the Qualified Plan.     1.29. “Retirement Age” means the Participant attains age 65 years.     1.30. “Separation from Service” means the date of a Participant’s or Eligible Employee’s“separation from service” (as defined in Treas. Reg. §1.409A-1(h) and in accordance with Treas.Reg. §1.409A-1(i)(2)) with the Company or Subsidiary and shall include separation from service forany reason, unless expressly indicated otherwise.     1.31. “Service” means the provision of personal services to the Company or a Subsidiary in thecapacity of (i) an Employee, (ii) a member of the Board, or (iii) an independent contractor.     1.32. “Subsidiary” means such employers as are members of a controlled group of corporations(as defined in Code Section 414(b)) or an affiliated service group (as defined in Code Section414(m)), or are trades or businesses (whether or not incorporated) which are under common control(as defined in Code Section 414(c)) with the Company or such other employer which is required to beaggregated with the Company pursuant to regulations issued under Code Section 414(o).     1.33. “Trust” means any trust established by the Company and the Trustee, reflected in anagreement between the Company and the Trustee, under which assets are held, administered, andmanaged subject to the claims of the Company’s creditors in the event of the Company’s insolvency,until paid to Participants and their Beneficiaries as specified in the Plan.     1.34. “Trust Fund” means the property held in Trust by the Trustee.     1.35. “Trustee” means the Fidelity Management Trust Company, a Massachusetts trust company andany successor to all or substantially all of its trust business. The term Trustee shall alsoinclude any successor trustee appointed pursuant to the Trust to the extent such successor agreesto serve as Trustee under the Trust.     1.36. “Years of Service for Vesting” means, with respect to any Employee, the number of wholeyears of the Employee’s Service (under the elapsed time method) with an Employer; provided that,effective for Participants whose Separation from Service occurs before April 1, 2007, Years ofService for Vesting does not include Service before the Participant became an Eligible Employee.An Employee will receive credit for the aggregate of all time period(s) commencing with the date onwhich the Employee first performed Service and ending on the date of the Employee’s Termination.Fractional periods of a year will be expressed in terms of days. With respect to any businessentity acquired by or merged into the Company or an Employer (a “Predecessor Employer”), eachParticipant who was actively employed by the Predecessor Employer as of the date such PredecessorEmployer was acquired by or merged into the Company or an Employer shall receive credit for Yearsof Service for Vesting under the Plan for all years of employment with such Predecessor Employerthat otherwise would have been counted as Years of Service under this Plan if such employment hadbeen with an Employer, unless the Company’s Board of Directors expressly provides otherwise bywritten instrument.
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**ARTICLE II****PARTICIPATION**     2.1. Date of Participation. An Eligible Employee will become a Participant in thePlan on the first day of a Plan Year after which the Eligible Employee both becomes an EligibleEmployee and files a written Deferral Agreement under Section 3.1, or such earlier datepermitted under Section 3.1 of a Plan Year.     2.2. Resumption of Participation Following Reemployment. If a Participant ceases tobe an Eligible Employee and thereafter returns to status as an Eligible Employee, the EligibleEmployee may resume participation in the Plan in accordance with Section 2.1. The individual shallcontinue to be a Participant until the entire amount of the Participant’s Account is distributed.However, the individual shall not be entitled to make Deferral Contributions or receive anallocation of Employer Matching Contributions during the period that the Participant is not anEligible Employee.**ARTICLE III****CONTRIBUTIONS**     3.1. Compensation Deferral Contributions. Each Eligible Employee may execute aDeferral Agreement with the Employer for the Plan Year to reduce the Eligible Employee’sCompensation by a specified percentage or amount that, when combined with the Eligible Employee’sdeferral election under the Qualified Plan, does not exceed ten percent (10%) of the EligibleEmployee’s Compensation for that Plan Year. The Deferral Agreement will be effective on the firstday of the Plan Year following the date of the Deferral Agreement with respect to Compensationrelating to Services performed in that Plan Year, unless an earlier effective date is permitted asprovided below. The Employer shall credit to the Participant’s Deferral Contribution Account anamount corresponding to the amount of the Participant’s Deferral Contribution, provided that noDeferral Contributions will be made to the Plan until (i) the Participant’s pre-tax deferrals tothe Qualified Plan (and/or any other employer’s qualified plan to which the Participant contributedduring the Plan Year) have reached the applicable Code Section 402(g) limit for the Plan Year, and(ii) if after-tax deferrals to the Qualified Plan have been elected, the Participant’s totaldeferrals under the Qualified Plan have satisfied the Code Section 415 limit for the Plan Year(*e.g.*, $45,000 in 2007).          A Deferral Agreement, once made, shall be irrevocable for the Plan Year to which it relates.An Eligible Employee must properly execute a new Deferral Agreement for each Plan Year the EligibleEmployee wishes to make Deferral Contributions to the Plan. Under no circumstances may a DeferralAgreement be applied retroactively.          Notwithstanding the foregoing, in the Plan Year in which an Employee first becomes an EligibleEmployee (*e.g.*, due to hire or promotion), the Eligible Employee may make, no later than 30 daysafter the date of such initial eligibility, a Deferral Agreement applicable to the Compensation forServices to be performed in that Plan Year after the filing of the Deferral Agreement, subject toany applicable requirements of Code Section 409A and the regulations thereunder, and to the otherprovisions of the Plan. Such Deferral Agreement shall take effect on
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the first day of the monthfollowing the date the properly completed Deferral Agreement is provided to the Administrator.     3.2. Limitations on Compensation Deferral Agreements. Notwithstanding any otherprovision in the Plan to the contrary, in no event shall a Participant be allowed to make aDeferral Contribution under this Plan in any Plan Year that would reduce the Participant’sCompensation under the Qualified Plan below the compensation limit that applies in that yearunder Code Section 401(a)(17) (*e.g.*, $225,000 for 2007). Eligible Employees are not required toelect Deferral Contributions in any Plan Year. However, the minimum amount of DeferralContribution for any Plan Year for which a Deferral Agreement is executed is $1,000.     3.3. Employer Matching Contributions.     (a) If the Employer has made a “Matching Contribution” (as defined in the Qualified Plan)to the Qualified Plan for the Plan Year, the Employer shall make an Employer MatchingContribution to be credited to the Account maintained on behalf of each Participant who madeDeferral Contributions pursuant to Section 3.1 during the Plan Year subject to the limitationsof paragraph (c) below. The amount of the Employer Matching Contribution shall be determined inaccordance with paragraph (b) below.     (b) The Employer shall credit an Employer Matching Contribution to each Participant at thesame rate the Employer has credited the “Matching Contribution” as defined in and contributedunder the Qualified Plan.     (c) Deferral Contributions that, when added to the Participant’s pre-tax contributions(other than unmatched catch-up contributions) and after-tax contributions to the Qualified Planfor the Plan Year, are in excess of ten percent (10%) of the Participant’s Compensation for theperiod in question (or such other percentage as the Company specifies for the period) shall notbe considered for Employer Matching Contributions.     3.4. Time of Making Employer Contributions. The Employer will from time to time makea transfer of assets to the Trustee for each Plan Year. The Employer shall provide the Trusteewith information on the amount to be credited to the separate Account of each Participantmaintained under the Trust.**ARTICLE IV****VESTING OF PARTICIPANTS’ ACCOUNTS**     4.1. Individual Accounts. The Administrator will establish and maintain (a) aDeferral Contribution Account for each Participant, which will reflect the Participant’s DeferralContributions and (b) an Employer Matching Contribution Account for each Participant, which willreflect the Employer Matching Contributions credited to the Participant, and the earnings,expenses, gains, and losses credited to each, in accordance with the deemed investments made withamounts in the Participant’s Accounts. The Administrator may establish and maintain such otheraccounts and records as it decides in its discretion to be reasonably required or appropriate inorder to discharge its duties under the Plan. Participants will be furnished statements of theirAccount values at least once each Plan Year.
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     4.2. Deferral Contribution Account. A Participant shall be fully vested in the amountattributable to Deferral Contributions at all times.     4.3. Employer Matching Contribution Account. A Participant shall be vested in theParticipant’s Employer Matching Contribution Account after the Participant completes 5 Years ofService for Vesting, as illustrated by the following schedule:   **Years of Service for Vesting** **Vested Percentage**Less than 1 0%1 but less than 2 20%2 but less than 3 40%3 but less than 4 60%4 but less than 5 80%5 or more 100%     4.4. Full Vesting Provisions. Notwithstanding any other provision in the Plan to thecontrary, a Participant shall be fully vested in the Participant’s entire Account upon any of thefollowing events that occurs before the Participant’s Separation from Service: (i) a Change inControl; (ii) the death or Disability of the Participant; or (iii) the Participant attainsRetirement Age.     4.5. Forfeiture Due to Termination for Cause. If a Participant’s Separation fromService is due to Cause, the Participant shall forfeit the entire amount in the Participant’sEmployer Matching Contribution Account, including any amounts that have become vested.**ARTICLE V****INVESTMENT OF CONTRIBUTIONS**     5.1. Manner of Investment. All amounts credited to the Accounts of Participants willbe treated as though invested and reinvested only in eligible Investment Funds specified by theAdministrator from time to time, pursuant to Participant and/or Employer directions, as applicable.The Administrator also will specify the method and frequency for change of investments. TheAdministrator also will provide information regarding expenses, if any, for changes in investmentoptions.     5.2. Investment Decisions. Each Participant will direct investments in which theAccounts of Participants will be treated as invested and reinvested among the options madeavailable by the Administrator.     (a) All dividends, interest, gains, and distributions of any nature earned in respect ofany Fund Shares in which an Account is treated as investing shall be credited to the Account asthough reinvested in additional shares of that Investment Fund.     (b) Expenses attributable to the acquisition of investments shall be charged to the Accountof the Participant for which such investment is made.     5.3. Adjustment for Investment Experience. If any distribution under Article VI isnot made in a single payment, the amount remaining in the Participant’s Account after the
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distribution will be subject to adjustment until distributed to reflect the income and gain or losson the investments in which such amount is treated as invested and any expenses properly chargedunder the Plan and Trust to such amounts.**ARTICLE VI****DISTRIBUTIONS**     6.1. Distribution Elections. A Participant must elect in writing, at the time eachDeferral Agreement is made, the form of distribution of the contributions to the Participant’sAccounts (and earnings thereon), as permitted hereunder, to which that Deferral Agreement relates.A Participant may elect to have the Participant’s Accounts distributed in a lump sum in cash orunder a systematic withdrawal plan (installments). Distributions under a systematic withdrawalplan must be made in substantially equal annual, or more frequent, installments, in cash, over aperiod certain that does not exceed 15 years. A Participant may vary the form of distribution ofbenefits with each Deferral Agreement; provided, however, that if a Participant elects a systematicwithdrawal plan (installments), the period certain first specified in a Participant’s DeferralAgreement electing such form of distribution shall apply to any and all subsequent DeferralAgreements under which a Participant elects to receive distributions under a systematic withdrawalplan. A Participant may not change the timing or form of distribution once it has been elected.In the event a Participant does not properly and timely elect a form of distribution, theParticipant’s Accounts will be distributed in a single lump sum.     6.2. Designation of Beneficiary. A Participant may designate a Beneficiary orBeneficiaries, or change any prior designation of Beneficiary or Beneficiaries by giving notice tothe Administrator on a form designated by the Administrator. If more than one person is designatedas the Beneficiary, their respective interests shall be as indicated on the designation form. Inthe event of a Participant’s death, the Participant’s designated Beneficiary or Beneficiaries willbe entitled to receive the remaining balance of the Participant’s Account, plus any amountsthereafter credited to the Participant’s Account.          A copy of the death notice or other sufficient documentation must be filed with and approvedby the Administrator. If upon the death of the Participant there is, in the opinion of theAdministrator, no designated Beneficiary for part or all of the Participant’s Account, such amountwill be paid to the Participant’s surviving spouse or, if none, to the Participant’s estate (suchspouse or estate shall be deemed to be the Beneficiary for purposes of the Plan). If a Beneficiarydies after benefits to such Beneficiary have commenced, but before the distributions have beencompleted, and, in the opinion of the Administrator, no person has been designated to receive suchremaining benefits, then such benefits shall be paid to the deceased Beneficiary’s estate.     6.3. Notice to Trustee. The Administrator will notify the Trustee in writing wheneverany Participant or Beneficiary is entitled to receive benefits under the Plan. The Administrator’snotice shall indicate the form, amount, and frequency of benefits that such Participant orBeneficiary shall receive.
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     6.4. Distribution Dates.     (a) Except as provided in paragraph (c) below, distribution from a Participant’s Accountshall begin upon Separation from Service or, if sooner, when a Participant incurs a Disability.All distributions pursuant to this Section 6.4 shall be made as soon as administrativelyfeasible but no later than (i) December 31 of the calendar year of the Participant’s Separationfrom Service or Disability, or (ii) the fifteenth (15th) day of the third (3rd) calendar monthfollowing the Participant’s Separation from Service or Disability,whichever is later; provided however, that in no event will the Participant be permitted,directly or indirectly, to designate the taxable year of the distribution.     (b) If the Participant’s Separation from Service occurs because of the Participant’s death,the Participant’s benefit will be paid to the Participant’s Beneficiary in the same form and atthe same time as it would have been paid to the Participant pursuant to this Article VI.     (c) Notwithstanding any provision of the Plan to the contrary, distribution from aParticipant’s Account shall be made in a lump sum as soon as administratively feasible followinga Change in Control.     6.5. Time of Distribution.     (a) Notwithstanding the Participant’s election, distributions to a Participant will notbegin sooner than 12 months following the Participant’s election as to the form of suchdistributions unless the Participant’s Separation from Service is due to the Participant’sdeath, in which case distribution of a Participant’s Accounts will begin as soon asadministratively feasible after the Participant’s death.     (b) Notwithstanding anything in this Article to the contrary, if the Participant is a KeyEmployee, distribution of the Participant’s Accounts upon a Separation from Service other thanfor death will begin no sooner than 6 months after the Participant’s Separation from Service.In the event the Participant elects to receive the Participant’s Account distributed ininstallment payments, the first installment payment will commence no sooner than 6 months afterthe Participant’s Separation from Service.     (c) Notwithstanding anything in this Article to the contrary, if the sum of the value of(i) the Participant’s Account and (ii) the Participant’s “account” (as defined in theNon-Qualified Plan) in the Non-Qualified Plan, is equal to or less than the applicable CodeSection 402(g)(1)(B) limit at the time of the Participant’s Separation from Service, then suchsum shall be distributed to the Participant in a single lump sum distribution as soon asadministratively feasible but no later than (i) December 31 of the calendar year of theParticipant’s Separation from Service or (ii) the fifteenth (15th) day of the third (3rd)calendar month following the Participant’s Separation from Service, whichever is later; providedhowever, that the Company shall have sole discretion to designate the taxable year of thepayment.     6.6. Distributions Due to Hardship. In the discretion of the Administrator and at thewritten request of a Participant, an amount up to 100% of the Participant’s vested Account may bedistributed to a Participant in the case of an “unforeseeable emergency,” subject to thelimitations set forth below. For purposes of this Section 6.6, an “unforeseeable emergency” is a
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severe financial hardship to the Participant resulting from an illness or accident of theParticipant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’sdependent (as defined in Code Section 152(a)); loss of the Participant’s property due to casualty(including the need to rebuild a home following damage to a home not otherwise covered byinsurance, e.g., not as a result of a natural disaster); or other similar extraordinary andunforeseeable circumstances arising as a result of events beyond the control of the Participant.The circumstances that will constitute an unforeseeable emergency will depend upon the facts ofeachcase, but, in any case, payment may not be made to the extent that such hardship is or may berelieved:     (a) through reimbursement or compensation by insurance or otherwise;     (b) by liquidation of the Participant’s assets, to the extent that liquidation of suchassets would not itself cause severe financial hardship; or     (c) by cessation of Deferral Contributions under the Plan.          Only one distribution on account of an unforeseeable emergency shall be permitted during aPlan Year. A Participant’s request for such a distribution must be accompanied or supplemented bysuch evidence that the Administrator or its designee may reasonably require. Withdrawals of amountsdue to an unforeseeable emergency shall be permitted only to the extent reasonably needed tosatisfy the unforeseeable emergency need and to pay taxes reasonably anticipated as a result of thedistribution.          Any Participant who receives a hardship distribution shall cease Deferral Contributions for aperiod of one year following the date of such hardship distribution beginning with the pay periodthat includes the distribution. Reentry into the Plan will be according to the Deferral Agreementprocedures described in Article 3.**ARTICLE VII****ADMINISTRATION OF THE PLAN**     7.1. Powers and Responsibilities of the Administrator. The Administrator has the fullpower, full responsibility, and sole discretion to administer the Plan in all of its details and inaccordance with its terms and to carry out the provisions of the Plan, subject, however, to theapplicable requirements of ERISA and the Code. The Administrator’s powers and responsibilitiesinclude, but are not limited to, the following:     (a) To make and enforce such rules and regulations as it deems necessary or proper for theefficient administration of the Plan;     (b) To interpret the Plan and determine all questions arising in the administration,interpretation, and application of the Plan, including but not limited to, all questionsconcerning the eligibility of any person to participate in the Plan, with any suchinterpretation or determination to be presumptively final and conclusive and binding on allpersons;     (c) To administer the claims and review process specified in Section 7.3;
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     (d) To compute the amount of benefits which will be payable to any Participant, formerParticipant, or Beneficiary in accordance with the provisions of the Plan;     (e) To determine the person or persons to whom such benefits will be paid;     (f) To authorize the payment of benefits;     (g) To comply with the reporting and disclosure requirements of Part 1 of Subtitle B ofTitle I of ERISA;     (h) To appoint such agents, counsel, accountants, and consultants as may be required toassist in administering the Plan; and     (i) By written instrument, to allocate and delegate its responsibilities, including theappointment of an individual or the formation of a committee to administer the Plan.          The regularly kept records of the Company shall be conclusive and binding upon all personswith respect to a Participant’s date and length of service, amount of Compensation and the mannerof payment thereof, type and length of any absence from work and all other matters containedtherein relating to Participants.     7.2. Claims and Review Process.     (a) Claims Procedure. If any person believes he or she is being denied any rightsor benefits under the Plan, such person (or the person’s duly authorized representative) mayfile a claim in writing with the Administrator. If any such claim is wholly or partiallydenied, the Administrator will notify the claimant of its decision in writing. The notificationwill set forth, in a manner calculated to be understood by the claimant, the following: (i) thespecific reason or reasons for the adverse determination, (ii) reference to the specific Planprovisions on which the determination is based, (iii) a description of any additional materialor information necessary for the claimant to perfect the claim and an explanation of why suchmaterial or information is necessary, and (iv) a description of the Plan’s review procedures andthe time limits applicable to such procedures, including a statement of the claimant’s right tobring a civil action under ERISA Section 502(a) following an adverse benefit determination onreview. Such notification will be given within ninety (90) days after the claim is received bythe Administrator, or within one hundred eighty (180) days, if the Administrator determines thatspecial circumstances require an extension of time for processing the claim. If theAdministrator determines that an extension of time for processing is required, written notice ofthe extension shall be furnished to the claimant prior to the termination of the initial ninety(90)-day period. The extension notice shall indicate the special circumstances requiring anextension of time and the date by which the Administrator expects to render a benefitdetermination.     (b) Review Procedure. Within sixty (60) days after the receipt of notification ofan adverse benefit determination, a claimant (or the claimant’s duly authorized representative)may (i) file a written request with the Administrator for a review of the claimant’s adversebenefit determination and (ii) submit written comments, documents, records, and otherinformation relating to the claim for benefits. A request for review shall be deemed filed asof the date of receipt of such written request by the Administrator. A claimant shall be
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provided, upon request and free of charge, reasonable access to, and copies of, all documents,records, and other information relevant to the claimant’s claim for benefits. The Administratorwill take into account all comments, documents, records, and other information submitted by theclaimant relating to the claim, without regard to whether such information was submitted orconsidered in the initial benefit determination. The Administrator will notify the claimant ofits decision on review in writing. Such notificationwill be written in a manner calculated to be understood by the claimant and will containthe following: (i) the specific reason or reasons for the adverse determination, (ii) referenceto the specific Plan provisions on which the benefit determination is based, (iii) a statementthat the claimant is entitled to receive, upon request and free of charge, reasonable access to,and copies of, all documents, records, and other information relevant to the claimant’s claimfor benefits, and (iv) a statement of the claimant’s right to bring a civil action under ERISASection 502(a). The decision on review will be made within sixty (60) days after the requestfor review is received by the Administrator, or within one hundred twenty (120) days if theAdministrator determines that special circumstances require an extension of time for processingthe claim. If the Administrator determines that an extension of time for processing isrequired, written notice of the extension shall be furnished to the claimant prior to thetermination of the initial sixty (60)-day period. The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which the Plan expects torender the determination on review. The Administrator’s decision on review shall be final andbinding on the claimant.**ARTICLE VIII****AMENDMENT OR TERMINATION**     8.1. Amendment. The Company reserves the right and authority to amend the Plan at anytime by written instrument adopted by the Board (or such committee to which the Board has delegatedthe authority to amend the Plan). Such amendments are to be effective on the effective date ofsuch amendments.     8.2. Retroactive Amendments. An amendment made by the Company in accordance withSection 8.1 may be made effective on a date prior to the first day of the Plan Year in which it isadopted if such amendment is necessary or appropriate to enable the Plan and Trust to satisfy theapplicable requirements of the Code or ERISA or to conform the Plan to any change in federal law orto any regulations or rulings thereunder.     8.3. Termination. The Company has adopted the Plan with the intention and expectationthat contributions will be continued indefinitely. However, the Company has no obligationwhatsoever to maintain the Plan for any length of time and may discontinue contributions under thePlan or terminate the Plan at any time by written notice delivered to the Trustee without anyliability hereunder for any such discontinuance or termination. Any Subsidiary that has adoptedthe Plan may terminate its participation in the Plan by written notice to the Administrator, withthe Administrator’s consent.     8.4. Effect of Amendment or Termination. No amendment or termination of the Planshall directly or indirectly reduce the balance of any Account held hereunder as of the effectivedate of such amendment or termination (except as such balance may decline in the future due to
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investment losses). No additional contributions shall be made to the Account of a Participantafter termination of the Plan, but the Company shall continue to credit gains and losses toParticipants’ Accounts pursuant to Section 5.3, until the balance of such Accounts have been fullydistributed to each Participant or Beneficiary, as applicable. Participants’ Accounts maintainedunder the Plan at the time of the termination shall continue to be governed by the terms of thePlan until paid out in accordance with the terms of the Plan. Notwithstanding theforegoing, the time and form of a payment to a Participant under the Plan may be acceleratedwhere the right to the payment arises due to a termination of the Plan, in accordance with theprovisions of Code Section 409A and Treas. Regs. §1.409A-3(j)(4)(ix).**ARTICLE IX****GENERAL PROVISIONS**     9.1. Limitation of Rights. Neither the establishment of the Plan and the Trust, norany amendment thereof, nor the creation of any fund or account, nor the payment of any benefits,will be construed as giving to any Participant or other person any right to receive a distributionof contributions made under the Plan or any other equitable right against the Employer,Administrator, or Trustee, except as expressly provided herein; and in no event shall the Plan beconstrued to give any Participant the right to be retained in the service of the Company or anyaffiliate or Subsidiary nor will the terms of employment or service of any Participant be modifiedor in any way affected thereby.     9.2. Nonalienability of Benefits. The benefits provided hereunder will not be subjectto alienation, assignment, garnishment, attachment, execution, or levy of any kind, eithervoluntarily or involuntarily, and any attempt to cause such benefits to be so subjected will not berecognized, except to such extent as may be required by law and as provided pursuant to a domesticrelations order (defined in Code Section 414(p)(1)(B)), as determined by the Administrator.Pursuant to a domestic relations order, payments may be accelerated to a time sooner, and pursuantto a schedule more rapid, than the time and schedule applicable in the absence of the domesticrelations order, provided that such payment pursuant to such order is not made to the Participantand provided further that this provision shall not be construed to provide the Participantdiscretion regarding whether such payment time or schedule will be accelerated.     9.3. Facility of Payment. In the event the Administrator determines, on the basis ofmedical reports or other evidence satisfactory to the Administrator, that the recipient of anybenefit payments under the Plan is incapable of handling his or her affairs by reason of minority,illness, infirmity, or other incapacity, the Administrator may direct the Trustee to disburse suchpayments to a person or institution designated by a court which has jurisdiction over suchrecipient or a person or institution otherwise having the legal authority under state law for thecare and control of such recipient. The receipt by such person or institution of any such paymentsshall be complete acquittance therefore, and any such payment to the extent thereof shall dischargethe liability of the Trust for the payment of benefits hereunder to such recipient.     9.4. Information between Employer and Trustee. The Employer agrees to furnish theTrustee, and the Trustee agrees to furnish the Employer with such information relating to the Planand Trust as may be required by the other in order to carry our their respective duties
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hereunder,including without limitation information required under the Code or ERISA and any regulationsissued on forms adopted thereunder.     9.5. Notices. Any notice or other communication in connection with this Plan shall bedeemed delivered in writing if addressed as provided below and if either actually delivered at saidaddress or, in the case of a letter, three business days shall have elapsed after the same shallhave been deposited in the United States mails, first-class postage prepaid and registered orcertified.     9.6. Participants’ Rights Unsecured. Except as otherwise set forth herein, the Planat all times shall be entirely unfunded and no provision shall at any time be made with respect tosegregating any assets of the Company or its affiliates for payment of any distributions hereunder.The right of a Participant or Beneficiary to receive a distribution hereunder shall be anunsecured claim against the general assets of the Company or a Subsidiary, and neither theParticipant nor any Beneficiary shall have any rights in or against any specific assets of theCompany or its Subsidiaries. All amounts credited to the Participants’ Accounts shall constitutegeneral assets of the Employer for whose Participants the amounts were contributed, and may bedisposed of by the Company or the Employer at such time and for such purposes as it may deemappropriate.     9.7. Trust. All rights under this Plan shall at all times be entirely unfunded and noprovision shall at any time be made with respect to segregating any assets of the Company or anyEmployer for payment of any amounts due hereunder. No Participant or Beneficiary under the Planshall have any interest in or rights against any specific assets of the Company or any Employer,and all Participants and Beneficiaries shall have only the rights of general unsecured creditors ofthe Company and the applicable Employer. Notwithstanding the preceding provisions of this Section,the Company, in its discretion shall have the right, at any time and from time to time, to causeamounts payable to any Participant or Beneficiary hereunder to be paid to the trustee of a Trustestablished by the Company for the benefit of Participants or their Beneficiaries. Such Trustshall contain terms and conditions to ensure that the Trust assets and earnings will be subject tocreditors of the Employer for whose Participants the assets were contributed, but will otherwise beavailable only to pay benefits to Participants and Beneficiaries pursuant to the terms of the Plan,and will contain such other provisions as are necessary to assure that transfers to the Trust, andearnings on Trust assets, will not constitute taxable income to any Participant or Beneficiarypursuant to applicable provisions of the Code.     9.8. No Guaranty of Benefits. Nothing contained in the Plan shall constitute aguaranty by the Company or any affiliate or any other person or entity that the assets of theCompany or any affiliate will be sufficient to pay any benefit hereunder.     9.9. Tax Withholding. The Company shall withhold from Participants’ Accounts anytaxes required to be withheld under federal, state, or local law. Such taxes shall be withheldfrom the Participant’s non-deferred compensation to the maximum extent possible with any excessbeing withheld from the Participant’s Account. Each Participant shall bear the ultimateresponsibility for payment of all taxes owed under this Plan.     9.10. Spendthrift Provision. No interest of any person or entity in, or right toreceive a distribution under, the Plan shall be subject in any manner to sale, transfer,assignment, pledge,
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attachment, garnishment, or other alienation or encumbrance of any kind; normay such interest or right to receive a distribution be taken, either voluntarily or involuntarilyfor the satisfaction of the debts of, or other obligations or claims against, such person orentity, including claims for alimony, support, separate maintenance, and claims in bankruptcyproceedings.     9.11. Applicable Law. The Plan will be construed, administered, and enforcedaccording to ERISA, and to the extent not preempted thereby, the laws of the State of New Jersey,without regard to its conflicts of law principles. Any action or proceeding seeking to enforce anyprovision of, or based on any right arising out of, this Plan must be brought against any of theparties in the courts of the State of New Jersey, or, if it has or can acquire jurisdiction, in theUnited States District Court for the District of New Jersey, and each of the parties expresslyconsents to the jurisdiction of such courts (and of the appropriate appellate courts) in any suchaction or proceeding and waives any objection to venue laid therein. Process in any action orproceeding referred to in the preceding sentence may be served on any party anywhere in the world.     9.12. Corporate Successors. The Plan shall not be automatically terminated by atransfer or sale of assets of the Company, or by the merger or consolidation of the Company into orwith any other corporation or other entity, but the Plan shall be continued after such sale, mergeror consolidation only if and to the extent that the transferee, purchaser, or successor entityagrees to continue the Plan. If the Plan is not continued by the transferee, purchaser, orsuccessor entity, then the Plan shall terminate subject to the provisions of Article 8.     9.13. Unclaimed Benefit. In the event that all, or any portion, of the distributionpayable to a Participant or Beneficiary hereunder shall, at the expiration of 5 years after itshall become payable, remain unpaid solely by reason of the inability of the Company or itsdesignee, after sending a registered letter, return receipt requested, to the last known address,and after further diligent effort, to ascertain the whereabouts of such Participant or Beneficiary,the amount so distributable shall be treated as a forfeiture and shall be retained by the Companyas part of its general assets.     9.14. Limitations on Liability. Notwithstanding any of the preceding provisions ofthe Plan, neither the Company nor any individual acting as Employee or agent of the Company shallbe liable to any Participant, former Participant, Beneficiary, or other person for any claim, loss,liability, or expense incurred in connection with the Plan.     9.15. Gender and Number. Words in the masculine gender shall include the feminine andthe singular shall include the plural, and vice versa, unless qualified by the context. Anyheadings used herein are included for reference only, and are not to be construed so as to alterthe terms hereof.     9.16. Indemnification. The Company and each Employer shall indemnify and holdharmless each member of the Administrator, or any Employee of the Company or an Employer, or anyindividual acting as an employee or agent of either of them (to the extent not indemnified or savedharmless under any liability insurance or any other indemnification arrangement) from any and allclaims, losses, liabilities, costs, and expenses (including attorneys’ fees) arising out of anyactual or alleged act or failure to act made in good faith pursuant to the provisions of the Planor the Trust, including expenses reasonably incurred in the defense of any claim relating
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theretowith respect to the administration of the Plan or the Trust, except that no indemnification ordefense shall be provided to any person with respect to any conduct that has been judiciallydetermined, or agreed by the parties, to have constituted willful misconduct on the part of suchperson, or to have resulted in his or her receipt of personal profit or advantage to which he orshe is not entitled.Executed this ___ day of _____ 2008.         **BARR PHARMACEUTICALS, INC.**           By:                    Its:           
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**Appendix A****PARTICIPATING EMPLOYERS**Duramed Research, Inc. (previously known as Barr Research, Inc. and BRL Inc.)