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LLY » Topics » (a)3. Exhibits

This excerpt taken from the LLY 10-K filed Feb 22, 2010.
(a)3.  Exhibits
 
         
  2     Agreement and Plan of Merger dated October 6, 2008, among Eli Lilly and Company, Alaska Acquisition Corporation and ImClone Systems Incorporated
  3 .1   Amended Articles of Incorporation
  3 .2   By-laws, as amended
  4 .1   Form of Indenture with respect to Debt Securities dated as of February 1, 1991, between Eli Lilly and Company and Citibank, N.A., as Trustee
  4 .2   Agreement dated September 13, 2007 appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed above
  4 .3   Form of Standard Multiple-Series Indenture Provisions dated, and filed with the Securities and Exchange Commission on, February 1, 1991
  4 .4   Form of Indenture dated March 10, 1998, among The Lilly Savings Plan Master Trust Fund C, as issuer; Eli Lilly and Company, as guarantor; and The Chase Manhattan Bank, as Trustee, relating to ESOP Amortizing Debentures due 20171
  4 .5   Form of Fiscal Agency Agreement dated May 30, 2001, between Eli Lilly and Company and Citibank, N.A., Fiscal Agent, relating to Resetable Floating Rate Debt Security due 20371
 
 
81

 

         
(a)3.  Exhibits
  4 .6   Form of Resetable Floating Rate Debt Security due 20371
  10 .1   1998 Lilly Stock Plan, as amended2
  10 .2   2002 Lilly Stock Plan, as amended2
  10 .3   Form of two-year Performance Award under the 2002 Lilly Stock Plan2
  10 .4   Form of Shareholder Value Award under the 2002 Lilly Stock Plan2
  10 .5   Form of Restricted Stock Unit under the 2002 Lilly Stock Plan2
  10 .6   The Lilly Deferred Compensation Plan, as amended2
  10 .7   The Lilly Directors’ Deferral Plan, as amended2
  10 .8   The Eli Lilly and Company Bonus Plan, as amended2
  10 .9   2007 Change in Control Severance Pay Plan for Select Employees, as amended effective January 1, 20092
  10 .10   2007 Change in Control Severance Pay Plan for Select Employees, as amended effective October 20, 20102
  10 .11   Letter agreement dated September 15, 2004 between the company and Steven M. Paul, M.D. concerning retirement benefits2
  10 .12   Letter agreement dated November 11, 2009 between the company and Steven M. Paul, M.D. concerning retirement benefits2
  10 .13   Arrangement regarding retirement benefits for Robert A. Armitage2
  10 .14   Guilty Plea Agreement in The United States District Court for the Eastern District of Pennsylvania, United States of America v. Eli Lilly and Company
  10 .15   Settlement Agreement among the company and the United States of America, acting through the United States Department of Justice, Civil Division, and the United States Attorney’s Office of the Eastern District of Pennsylvania, the Office of the Inspector General of the Department of Health and Human Services, TRICARE Management Activity, and the United States Office of Personnel Management, and certain individual relators
  10 .16   Corporate Integrity Agreement between the company and the Office of Inspector General of the Department of Health and Human Services
  12     Statement re: Computation of Ratio of Earnings (Loss) to Fixed Charges
  21     List of Subsidiaries
  23     Consent of Independent Registered Public Accounting Firm
  31 .1   Rule 13a-14(a) Certification of John C. Lechleiter, Ph.D., Chairman of the Board, President and Chief Executive Officer
  31 .2   Rule 13a-14(a) Certification of Derica W. Rice, Executive Vice President, Global Services and Chief Financial Officer
  32     Section 1350 Certification
  101     Interactive Data File
 
1 This exhibit is not filed with this report. Copies will be furnished to the Securities and Exchange Commission upon request.
2 Indicates management contract or compensatory plan.
 
These excerpts taken from the LLY 10-K filed Oct 21, 2008.
(a)3.     Exhibits
 
         
  3 .1   Amended Articles of Incorporation
  3 .2   By-laws, as amended
  4 .1   Rights Agreement dated as of July 20, 1998, between Eli Lilly and Company and Norwest Bank Minnesota, N.A., as successor Rights Agent
  4 .2   Amendment No. 1 to Rights Agreement dated as of May 27, 2003, between Eli Lilly and Company and Wells Fargo Bank Minnesota, N.A., as successor Rights Agent


-85-

Table of Contents

         
  4 .3   Form of Indenture with respect to Debt Securities dated as of February 1, 1991, between Eli Lilly and Company and Citibank, N.A., as Trustee
  4 .4   Form of Standard Multiple-Series Indenture Provisions dated, and filed with the Securities and Exchange Commission on, February 1, 1991
  4 .5   Form of Indenture dated March 10, 1998, among The Lilly Savings Plan Master Trust Fund C, as issuer; Eli Lilly and Company, as guarantor; and The Chase Manhattan Bank, as Trustee, relating to ESOP Amortizing Debentures due 20171
  4 .6   Form of Fiscal Agency Agreement dated May 30, 2001, between Eli Lilly and Company and Citibank, N.A., Fiscal Agent, relating to Resetable Floating Rate Debt Security due May 15, 20371
  4 .7   Form of Resetable Floating Rate Debt Security due May 15, 20371
  10 .1   1994 Lilly Stock Plan, as amended2
  10 .2   1998 Lilly Stock Plan, as amended2
  10 .3   2002 Lilly Stock Plan, as amended2
  10 .4   Lilly GlobalShares Stock Plan, as amended2
  10 .5   The Lilly Deferred Compensation Plan, as amended2
  10 .6   The Lilly Directors’ Deferral Plan, as amended2
  10 .7   The Eli Lilly and Company Bonus Plan, as amended2
  10 .8   2007 Change in Control Severance Pay Plan for Select Employees, as amended2
  10 .9   Letter agreement between the company and Charles E. Golden concerning retirement benefits2
  10 .10   Letter agreement between the company and Steven M. Paul, M.D. concerning retirement benefits2
  10 .11   Arrangement regarding retirement benefits for Robert A. Armitage2
  10 .12   Time Sharing Agreement between the company and Sidney Taurel for use of corporate aircraft
  10 .13   Agreement and Plan of Merger by and among the Company, Tour Merger Sub, Inc. and ICOS Corporation
  10 .14   Amendment No. 1 to the above-listed Agreement and Plan of Merger
  12 .   Statement re: Computation of Ratio of Earnings to Fixed Charges
  21 .   List of Subsidiaries
  23 .   Consent of Independent Registered Public Accounting Firm
  31 .1   Rule 13a-14(a) Certification of Sidney Taurel, Chairman of the Board and Chief Executive Officer
  31 .2   Rule 13a-14(a) Certification of Derica W. Rice, Senior Vice President and Chief Financial Officer
  32 .   Section 1350 Certification
 
 
1 This exhibit is not filed with this report. Copies will be furnished to the Securities and Exchange Commission upon request.
2 Indicates management contract or compensatory plan.

-86-

Table of Contents

(a)3.     Exhibits


 








































         

 

3

.1

 

Amended Articles of Incorporation

 

3

.2

 

By-laws, as amended

 

4

.1

 

Rights Agreement dated as of July 20, 1998, between Eli
Lilly and Company and Norwest Bank Minnesota, N.A., as successor
Rights Agent

 

4

.2

 

Amendment No. 1 to Rights Agreement dated as of
May 27, 2003, between Eli Lilly and Company and Wells Fargo
Bank Minnesota, N.A., as successor Rights Agent





-85-




Table of Contents






























































































































































































         

 

4

.3

 

Form of Indenture with respect to Debt Securities dated as of
February 1, 1991, between Eli Lilly and Company and
Citibank, N.A., as Trustee

 

4

.4

 

Form of Standard Multiple-Series Indenture Provisions
dated, and filed with the Securities and Exchange Commission on,
February 1, 1991

 

4

.5

 

Form of Indenture dated March 10, 1998, among The Lilly
Savings Plan Master Trust Fund C, as issuer; Eli Lilly
and Company, as guarantor; and The Chase Manhattan Bank, as
Trustee, relating to ESOP Amortizing Debentures due
20171


 

4

.6

 

Form of Fiscal Agency Agreement dated May 30, 2001, between
Eli Lilly and Company and Citibank, N.A., Fiscal Agent, relating
to Resetable Floating Rate Debt Security due May 15,
20371


 

4

.7

 

Form of Resetable Floating Rate Debt Security due May 15,
20371


 

10

.1

 

1994 Lilly Stock Plan, as
amended2


 

10

.2

 

1998 Lilly Stock Plan, as
amended2


 

10

.3

 

2002 Lilly Stock Plan, as
amended2


 

10

.4

 

Lilly GlobalShares Stock Plan, as
amended2


 

10

.5

 

The Lilly Deferred Compensation Plan, as
amended2


 

10

.6

 

The Lilly Directors’ Deferral Plan, as
amended2


 

10

.7

 

The Eli Lilly and Company Bonus Plan, as
amended2


 

10

.8

 

2007 Change in Control Severance Pay Plan for Select Employees,
as
amended2


 

10

.9

 

Letter agreement between the company and Charles E. Golden
concerning retirement
benefits2


 

10

.10

 

Letter agreement between the company and Steven M.
Paul, M.D. concerning retirement
benefits2


 

10

.11

 

Arrangement regarding retirement benefits for Robert A.
Armitage2


 

10

.12

 

Time Sharing Agreement between the company and Sidney Taurel for
use of corporate aircraft

 

10

.13

 

Agreement and Plan of Merger by and among the Company, Tour
Merger Sub, Inc. and ICOS Corporation

 

10

.14

 

Amendment No. 1 to the above-listed Agreement and Plan of
Merger

 

12

.

 

Statement re: Computation of Ratio of Earnings to Fixed Charges

 

21

.

 

List of Subsidiaries

 

23

.

 

Consent of Independent Registered Public Accounting Firm

 

31

.1

 

Rule 13a-14(a)
Certification of Sidney Taurel, Chairman of the Board and Chief
Executive Officer

 

31

.2

 

Rule 13a-14(a)
Certification of Derica W. Rice, Senior Vice President and Chief
Financial Officer

 

32

.

 

Section 1350 Certification





 
 


1 This

exhibit is not filed with this report. Copies will be furnished
to the Securities and Exchange Commission upon request.



2 Indicates

management contract or compensatory plan.



-86-




Table of Contents







These excerpts taken from the LLY 10-K filed Feb 29, 2008.
(a)3.     Exhibits
 
         
  3 .1   Amended Articles of Incorporation
  3 .2   By-laws, as amended
  4 .1   Rights Agreement dated as of July 20, 1998, between Eli Lilly and Company and Norwest Bank Minnesota, N.A., as successor Rights Agent
  4 .2   Amendment No. 1 to Rights Agreement dated as of May 27, 2003, between Eli Lilly and Company and Wells Fargo Bank Minnesota, N.A., as successor Rights Agent


-83-

 

         
  4 .3   Form of Indenture with respect to Debt Securities dated as of February 1, 1991, between Eli Lilly and Company and Citibank, N.A., as Trustee
  4 .4   Form of Standard Multiple-Series Indenture Provisions dated, and filed with the Securities and Exchange Commission on, February 1, 1991
  4 .5   Form of Indenture dated March 10, 1998, among The Lilly Savings Plan Master Trust Fund C, as issuer; Eli Lilly and Company, as guarantor; and The Chase Manhattan Bank, as Trustee, relating to ESOP Amortizing Debentures due 20171
  4 .6   Form of Fiscal Agency Agreement dated May 30, 2001, between Eli Lilly and Company and Citibank, N.A., Fiscal Agent, relating to Resetable Floating Rate Debt Security due May 15, 20371
  4 .7   Form of Resetable Floating Rate Debt Security due May 15, 20371
  10 .1   1994 Lilly Stock Plan, as amended2
  10 .2   1998 Lilly Stock Plan, as amended2
  10 .3   2002 Lilly Stock Plan, as amended2
  10 .4   Lilly GlobalShares Stock Plan, as amended2
  10 .5   The Lilly Deferred Compensation Plan, as amended2
  10 .6   The Lilly Directors’ Deferral Plan, as amended2
  10 .7   The Eli Lilly and Company Bonus Plan, as amended2
  10 .8   2007 Change in Control Severance Pay Plan for Select Employees, as amended2
  10 .9   Letter agreement between the company and Charles E. Golden concerning retirement benefits2
  10 .10   Letter agreement between the company and Steven M. Paul, M.D. concerning retirement benefits2
  10 .11   Arrangement regarding retirement benefits for Robert A. Armitage2
  10 .12   Time Sharing Agreement between the company and Sidney Taurel for use of corporate aircraft
  10 .13   Agreement and Plan of Merger by and among the Company, Tour Merger Sub, Inc. and ICOS Corporation
  10 .14   Amendment No. 1 to the above-listed Agreement and Plan of Merger
  12 .   Statement re: Computation of Ratio of Earnings to Fixed Charges
  21 .   List of Subsidiaries
  23 .   Consent of Independent Registered Public Accounting Firm
  31 .1   Rule 13a-14(a) Certification of Sidney Taurel, Chairman of the Board and Chief Executive Officer
  31 .2   Rule 13a-14(a) Certification of Derica W. Rice, Senior Vice President and Chief Financial Officer
  32 .   Section 1350 Certification
 
 
1 This exhibit is not filed with this report. Copies will be furnished to the Securities and Exchange Commission upon request.
2 Indicates management contract or compensatory plan.

-84-

 

(a)3.     Exhibits


 








































         

 

3

.1

 

Amended Articles of Incorporation

 

3

.2

 

By-laws, as amended

 

4

.1

 

Rights Agreement dated as of July 20, 1998, between Eli
Lilly and Company and Norwest Bank Minnesota, N.A., as successor
Rights Agent

 

4

.2

 

Amendment No. 1 to Rights Agreement dated as of
May 27, 2003, between Eli Lilly and Company and Wells Fargo
Bank Minnesota, N.A., as successor Rights Agent





-83-




 






























































































































































































         

 

4

.3

 

Form of Indenture with respect to Debt Securities dated as of
February 1, 1991, between Eli Lilly and Company and
Citibank, N.A., as Trustee

 

4

.4

 

Form of Standard Multiple-Series Indenture Provisions
dated, and filed with the Securities and Exchange Commission on,
February 1, 1991

 

4

.5

 

Form of Indenture dated March 10, 1998, among The Lilly
Savings Plan Master Trust Fund C, as issuer; Eli Lilly
and Company, as guarantor; and The Chase Manhattan Bank, as
Trustee, relating to ESOP Amortizing Debentures due
20171

 

4

.6

 

Form of Fiscal Agency Agreement dated May 30, 2001, between
Eli Lilly and Company and Citibank, N.A., Fiscal Agent, relating
to Resetable Floating Rate Debt Security due May 15,
20371

 

4

.7

 

Form of Resetable Floating Rate Debt Security due May 15,
20371

 

10

.1

 

1994 Lilly Stock Plan, as
amended2

 

10

.2

 

1998 Lilly Stock Plan, as
amended2

 

10

.3

 

2002 Lilly Stock Plan, as
amended2

 

10

.4

 

Lilly GlobalShares Stock Plan, as
amended2

 

10

.5

 

The Lilly Deferred Compensation Plan, as
amended2

 

10

.6

 

The Lilly Directors’ Deferral Plan, as
amended2

 

10

.7

 

The Eli Lilly and Company Bonus Plan, as
amended2

 

10

.8

 

2007 Change in Control Severance Pay Plan for Select Employees,
as
amended2

 

10

.9

 

Letter agreement between the company and Charles E. Golden
concerning retirement
benefits2

 

10

.10

 

Letter agreement between the company and Steven M.
Paul, M.D. concerning retirement
benefits2

 

10

.11

 

Arrangement regarding retirement benefits for Robert A.
Armitage2

 

10

.12

 

Time Sharing Agreement between the company and Sidney Taurel for
use of corporate aircraft

 

10

.13

 

Agreement and Plan of Merger by and among the Company, Tour
Merger Sub, Inc. and ICOS Corporation

 

10

.14

 

Amendment No. 1 to the above-listed Agreement and Plan of
Merger

 

12

.

 

Statement re: Computation of Ratio of Earnings to Fixed Charges

 

21

.

 

List of Subsidiaries

 

23

.

 

Consent of Independent Registered Public Accounting Firm

 

31

.1

 

Rule 13a-14(a)
Certification of Sidney Taurel, Chairman of the Board and Chief
Executive Officer

 

31

.2

 

Rule 13a-14(a)
Certification of Derica W. Rice, Senior Vice President and Chief
Financial Officer

 

32

.

 

Section 1350 Certification





 
 


1 This
exhibit is not filed with this report. Copies will be furnished
to the Securities and Exchange Commission upon request.



2 Indicates
management contract or compensatory plan.



-84-




 







EXCERPTS ON THIS PAGE:

10-K
Feb 22, 2010
10-K (2 sections)
Oct 21, 2008
10-K (2 sections)
Feb 29, 2008

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