EXHIBIT
THIRD AMENDMENT TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
(Amended and Restated as of January 1, 1993)
The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1993) (the "Plan") is hereby amended in the following
respects:
1. Section 2.9 of the Plan is hereby amended to read in its entirety
as follows:
"2. 'Break in Service' means any Plan Year during which the
Participant completes less than 501 Hours of Service. In
addition to Hours of Service as credited under Section 2.38, but
solely for the purpose of determining whether a Break in Service
has occurred, an Employee who is absent from work by virtue of
(a) the Employee's pregnancy, (b) the birth of the Employee's
child, (c) the placement of a child with the employee by
adoption, (d) the caring for any such child for a period of up to
one year immediately following such birth or placement, (e)
Disability or (f) service in the armed forces of the United
States during a period (including a post-discharge period) that
entitles the Employee to reemployment rights guaranteed by law,
shall be credited with up to 501 additional Hours of Service.
Such additional Hours of Service in such period of absence shall
be based on his or her regular work schedule immediately prior to
such period; provided, however, that such additional Hours of
Service shall be credited during the Plan Year in which the
absence from work begins only if they would prevent a Break in
Service from occurring for that year. In all other cases, the
additional Hours of Service shall be credited during the
immediately following Plan Year."
2. Effective with respect to Plan Years after
December 31, 1993, Section 2.13(d) of the Plan is hereby amended to
read in its entirety as follows:
"(d) Effective January 1, 1994, with respect to any Plan
Year, and for any purpose under the Plan other than determining
Highly Compensated Employees and determinations under section
16.2(d),
only $150,000 (as adjusted by the Commissioner of Internal
Revenue for increases in the cost of living in accordance with
section 401(a)(17)(B) of the Code) shall be treated as
compensation for the Plan Year. This limit shall be reduced for
a short Plan Year to the product of the actual dollar amount of
the annual limit times the number of months in the short Plan
Year, divided by 12. In determining Compensation for purposes of
this limitation, the rules of section 414(q)(6) of the Code shall
apply, except that "family members" shall include only the spouse
of the Employee and any lineal descendants who have not attained
age 19 before the close of the Plan Year."
3. Section 2.38 of the Plan is hereby amended to read in its
entirety as follows:
"2.38 'Hour of Service' means:
(a) Each hour for which an Employee is directly or
indirectly paid, or entitled to payment, by an Employer or
Affiliate for the performance of services,
(b) Each hour for which an Employee is directly of
indirectly paid, or entitled to payment, by an Employer or
Affiliate on account of a period of time during which no services
are performed (without regard to whether the employment
relationship between the Employee and the Employer or Affiliate
has terminated) due to vacation, holiday, illness, incapacity,
disability, layoff, jury duty, military duty or leave of absence
with pay, and
(c) Each hour for which an Employee is directly or
indirectly paid, or entitled to payment of an amount as back pay
(without regard to mitigation of damages) either awarded or
agreed to by an Employer or Affiliate.
The foregoing notwithstanding:
(1) No more than 501 Hours of Service shall be
credited to an Employee under Subsection (b) or (c) above on
account of any single continuous period of time during which
no services are performed.
(2) An hour for which an Employee is directly or
indirectly paid or entitled to payment by an Employer or an
Affiliate on
account of a period during which no services
are performed shall not constitute an Hour of Service
hereunder if such payment is made or due under a plan
maintained solely for the purpose of complying with
applicable workers' compensation, unemployment compensation
or disability insurance laws.
(3) Hours of Service shall not be credited for
payments that solely reimburse an Employee for medical or
medically related expenses.
(4) The same Hour of Service shall not be
credited to an Employee both under Subsection (a) or (b) and
under Subsection (c).
(5) The computation period to which Hours of
Service determined under Subsection (b) or (c) are to be
credited shall be determined under applicable federal law
and regulations, including, without limitation, Department
of Labor Regulations section 2530.200b-2(b),(c) and (d).
For the purposes of applying the foregoing rules, salaried Employees
are paid or entitled to payment for eight-hour workdays. The Company
shall determine the number of Hours of Service, if any, to be credited
to an Employee under the foregoing rules in a uniform and
nondiscriminatory manner and in accordance with applicable federal
laws and regulations, including, without limitation, Department of
Labor Regulations section 2530.200-2(b), (c) and (d)."
4. Section 2.61 of the Plan is hereby amended to read in its
entirety as follows:
"2.61 'Year of Service' means:
(a) For purposes of vesting, (1) prior to the Effective
Date, each calendar year during which an Employee is credited
with 1,000 Hours of Service and (2) on and after the Effective
Date, each Plan Year or portion thereof during which an Employee
is credited with at least 1,000 Hours of Service; provided,
however, that an Employee shall be credited with a Year of
Service for the Plan Year from April 1, 1988 through December 31,
1988 if he or she is credited with at least 1,000 Hours of
Service during the 12-consecutive-month period from
April 1, 1988 through March 31, 1989 and also shall be credited
with a Year of Service for the Plan Year beginning January 1,
1989 if he or she is credited with at least 1,000 Hours of
Service during such Plan Year.
(b) For purposes of determining eligibility, the first
'computation' in which the Employee completes of at least 1,000
Hours of Service. A computation period is the 12-consecutive-
month period following the Employee's Employment Commencement
Date (or Reemployment Commencement Date) and each 12-consecutive-
month period following the anniversary of such Employment
Commencement Date (or Reemployment Commencement Date.)"
To record this Third Amendment to the Amgen Retirement and Savings
Plan as set forth herein, the Company has caused its authorized
officer to execute this document this 13th day of December 1994.
AMGEN INC.
By: Thomas E. Workman, Jr.
______________________
Title: Vice President, Secretary
and General Counsel
_________________________