1.01

PLAN INFORMATION

(a)

Name of Plan:

This is the Amylin Pharmaceuticals, Inc. 2001 Non-Qualified Deferred Compensation Plan  (the “Plan”).

(b)

Name of Plan Administrator, if not the Employer:

 Address:

 Phone Number:

The Plan Administrator is the agent for service of legal process for the Plan.

(c)

Plan Year End is December 31.

(d)

Plan Status (check one):

(1)          o            Effective Date of new Plan:                        

(2)          ý            Amendment Effective Date:  1/1/2005

The original effective date of the Plan:  4/1/2000

1.02

EMPLOYER

(a)

The Employer is:

Amylin Pharmaceuticals, Inc.

Address:

9360 Towne Center Drive
Suite 110

San Diego, CA 92121

Contact’s Name:

Ms. Sue Baccino

Telephone Number:

(858) 642-7098

(1)          Employer’s Tax Identification Number:   33-0266089

(2)          Business form of Employer (check one):

(A)                ý                Corporation (Other than a Subchapter S corporation)

(B)                  ¨                Other (e.g., Subchapter S corporation, partnership, sole proprietor)

(3)          Employer’s fiscal year end:  12/31

(b)

The term “Employer” includes the following Related Employer(s)

(as defined in Section 2.01(a)(24)):

1.03

COVERAGE

(a)

The following Employees are eligible to participate in the Plan:

(1)

o

Only those Employees listed in Attachment A will be eligible to participate in the Plan.

(2)

ý

Only those Employees in the eligible class described below will be eligible to participate in the Plan:

(a) Non-employee board Members; (b) Employees internally designated as “Directors” or higher and whose compensation exceeds the amount defined in section 414(q) of the Internal Revenue Code by at least $10,000.

(3)

¨

Only those Employees described in the Board of Directors Resolutions attached hereto and hereby made a part hereof will be eligible to participate in the Plan.

(b)

The Entry Date(s) shall be (check one):

(1)

¨

each January 1.

(2)

¨

each January 1 and each July 1.

(3)

ý

each January 1 and each April 1, July 1 and October 1.

(4)

¨

the first day of each month.

(5)

¨

immediate upon meeting the eligibility requirements specified in Subsection 1.03(a).

1.04

COMPENSATION

For purposes of determining Contributions under the Plan, Compensation shall be as defined (check (a) or (b) below, as appropriate):

(a) ý                 in Section 2.01(a)(8), (check (1) or (2) below, if and as appropriate)):

(1)          ý            but excluding (check the appropriate box(es)):

(A) ¨

Overtime Pay.

(B) ¨

Bonuses.

(C) ¨

Commissions.

(D) ý

The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income.

(E) ¨

The following:

(2)                                  ¨                                    except as otherwise provided below:

(b) ¨                  in the                           Plan maintained by the Employer to the extent it is in excess of the limit imposed under Code Section 401(a)(17).

1.05

CONTRIBUTIONS

(a)         Employee contributions (Complete all that apply)

(1)

ý            Deferral Contributions.  The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the calendar year (or portion of the calendar year) in question, not to exceed 80 % of Compensation, exclusive of any Bonus.

(2)

ý            Bonus Contributions.  The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions of any percentage of Employer paid cash Bonuses, up to 100% of such Bonuses.  (The Compensation definition elected by the Employer in Section 1.04 must include Bonuses if Bonus contributions are permitted.)

(b)  ¨

Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable.)

(1)

¨            The Employer shall make a Matching Contribution on behalf of each Participant in an amount equal to the following percentage of a Participant’s Deferral Contributions during the Plan Year (check one):

(A)       ¨

50%

(B)       ¨

100%

(C)       ¨

        %

(D)       ¨

(Tiered Match)                 % of the first                 % of the Participant’s Compensation contributed to the Plan.

(E)         o

The percentage declared for the year, if any, by a Board of  Directors’ resolution.

(F)         o

Other:              

(2)

¨            Matching Contribution Offset.  For each Participant who has made 401(k) Deferrals at least equal to the maximum under Code Section 402(g) or, if less, the maximum permitted under the Qualified Plan, the Employer shall make a Matching Contribution for the calendar year equal to (A) minus (B) below:

(A)       The 401(m) Match that the Participant would have received under the Qualified Plan for such calendar year on the sum of the Participant’s Deferral Contributions and the Participant’s 401(k) Deferrals if no limits otherwise imposed by tax law applied to 401(m) Match and deeming the Participant’s Deferral Contributions to be 401(k) Deferrals.

(B)       The 401(m) Match actually allocated to such Participant under the Qualified Plan for the calendar year.

For purposes of this Section 1.05(b): “Qualified Plan” means the  Plan; “401(k) Deferrals” means contributions under the Qualified Plan’s cash or deferred arrangement as defined in Code Section 401(k); and  “401(m) Match” means a matching contribution as defined in Code Section 401(m).

(3)

¨            Matching Contribution Limits (check the appropriate box(es)):

(A)       ¨

Deferral Contributions in excess of            % of  the Participant’s Compensation for the period in question shall not be considered for Matching Contributions.

Note: If the Employer elects a percentage limit in (A) above and requests the Trustee to account separately for matched and unmatched Deferral Contributions, the Matching Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each period.

(B)       ¨

Matching Contributions for each Participant for each Plan Year shall be limited to $.