AMGN » Topics » provided that

This excerpt taken from the AMGN DEF 14A filed Mar 22, 2006.
provided that Withheld Directors and non-independent Board members shall abstain from voting in this matter. This Board committee may, but need not, consist of all of the independent Directors who are not Withheld Directors or who were not standing for election.

(e)    These policy and procedures will be summarized or included in each proxy statement relating to an election of directors of the Company.

A-I




This excerpt taken from the AMGN 10-K filed Mar 10, 2006.
provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2.  Dividends and Distributions.

(A)                              Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.0001 per share (the “

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