EXHIBIT
FIRST AMENDMENT TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
The Amgen Retirement and Savings Plan (as amended and restated
effective April 1, 1996) (the "Plan") is hereby amended, effective as
of October 22, 1996, in the following respects:
1. Section 6.9 of the Plan is amended to read in its entirety as
follows:
6.9 Transfers Among Investment Funds. A Participant may
elect to reapportion the values of his or her Accounts among
Investment Funds by properly following procedures prescribed by
the Company. The Company's procedures by which a Participant
may elect to transfer amounts into or out of the Company Stock
Fund shall be drafted to provide notice to Participants if such
an election would cause a Participant to have a purchase or sale
of Company Stock which is not exempt from potential short-swing
trading profits liability under Section 16(b) of the Exchange
Act by virtue of the application of Rule 16b-3 (promulgated
under Section 16 of the Exchange Act) as in effect from time to
time. As of the effective date of this amended and restated
Plan, such liability may arise if such election is made by a
Participant (or successor in interest) who is an officer,
director, or greater than 10% stockholder of the Company (within
the meaning of Section 16 of the Exchange Act and the rules
promulgated thereunder) within six months following the date of
the most recent election made under any employee benefit plan
sponsored by the Company or an Affiliate if (a) both elections
involved either an intra-plan transfer involving a fund invested
in the Company's equity securities or a cash distribution from
the employee benefit plan to the Participant (or successor in
interest) funded by a volitional disposition of the Company's
equity securities, (b) the prior election involved an
acquisition of the Company's equity securities if the current
election involves a disposition of the Company's equity
securities, or vice versa, and (c) both elections are made at
the volition of the Participant (or successor in interest) not
in connection with the Participant's death, disability,
retirement, termination of employment, or an election which is
required to be made available under a provision of the Code.
Such a volitional election (considering without regard as to
whether or not any similar elections have occurred within six
months of such an election) shall be described as a
"Discretionary Transaction." Prior to July 1, 1996,
Participants may not elect to transfer amounts to the Company
Stock Fund. On and after July 1, 1996, transfers into the
Company Stock Fund shall be limited so that, after any such
transfer, no more than 50% of the value of the Participant's
aggregate Account is invested in the Company Stock Fund. For
purposes of carrying out Investment Fund transfers, the value of
the Accounts shall be determined as of the Valuation Date
immediately preceding the Participant's transfer election.
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2. Section 8.6(d) of the Plan is amended to read in its entirety as
follows:
(d) The Company shall establish procedures to notify
a Participant (or successor in interest) if any election
regarding the form or timing of distribution of benefits from
the Plan involving the Company Stock Fund constitutes a
Discretionary Transaction (as defined in Section 6.9) which may
trigger short-swing trading profits liability for the
Participant (or successor in interest) under Section 16(b) of
the Exchange Act. In such an event, the person making the
election shall be provided with a reasonable opportunity to
modify, delay, or revoke such an election.
3. Section 10.4 of the Plan is amended to read in its entirety as
follows:
10.4 Source of Loans. If a Participant requests and is
granted a loan, a Loan Account shall be established for the
Participant. The Loan Account shall be held by the Trustee as
part of the Loan Fund. The amount of the loan shall be
transferred to the Participant's Loan Account from the
Participant's other Accounts and shall be disbursed from the
Loan Account. Transfers from the Company Stock Fund shall be
made in accordance with the requirements for exemption under
Section 16(b) of the Exchange Act if such a transfer would cause
the Participant to incur short-swing trading profits liability
under Section 16(b) of the Exchange Act. The promissory note
executed by the Participant shall be held by the Trustee (or by
the Company as agent of the Trustee) and the promissory note
shall be treated as an investment of the Participant's Loan
Account.
4. Section 11.6 of the Plan is amended to read in its entirety as
follows:
11.6 Source of Withdrawals. Withdrawals shall be paid from
the affected Accounts. If more than one Account is available to
pay the withdrawal because the Participant elected to invest in
more than one Investment Fund, the withdrawal shall be made from
the subaccount(s) designated by the Participant, subject to such
ordering and timing restrictions as the Company may adopt.
5. Section 11.8 of the Plan is amended to read in its entirety as
follows:
11.8 Limitations on Withdrawals. A Participant shall not
be permitted to make more than one withdrawal under this Article
in any period of six consecutive months; provided, however, that
withdrawals made at the same time shall be considered a single
withdrawal. The timing of withdrawals from the Company Stock
Fund shall be limited when necessary to avoid liability from the
short-swing trading profits provisions of Section 16(b) of the
Exchange Act.
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To record this First Amendment to the Plan as set forth herein, the
Company has caused its authorized officer to execute this document
this 22nd of October , 1996.
AMGEN INC.
By: /s/ George A. Vandeman
Title: Senior Vice President,
General Counsel and
Secretary
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