Annex D



                         RESTRICTED STOCK UNIT AGREEMENT



_____________________, Amgen Inc. Grantee:



                  On this __ day of _______________ (the "Grant Date"), Amgen

Inc., a Delaware corporation (the "Company"), pursuant to its Director Equity

Incentive Program (the "Program") which implements the Amended and Restated 1991

Equity Incentive Plan, as amended (the "Plan"), has granted to you, the grantee

named above, _____________ restricted stock units (the "Units") with respect to

______________ shares of Common Stock on the terms and conditions set forth in

this Restricted Stock Unit Agreement (this "Agreement") and the Plan.

Capitalized terms not defined herein shall have the meanings assigned to such

terms in the Program.



                  I.       Vesting Schedule. Subject to the terms and conditions

of this Agreement and in consideration for services previously rendered by you,

one hundred percent (100%) of the Units shall vest upon [select a vesting date

based on director's years of service, per program:] [the date hereof (the

"Vesting Date")] the date (the "Vesting Date") upon which you have provided one

year of continuous service following the Grant Date; provided, however, that in

the event you cease to be an Eligible Director by reason of your death or total

and permanent disability (as certified by an independent medical advisor

appointed by the Company prior to such termination), a prorated number of Units

shall vest immediately upon such death or disability, determined by multiplying

the number of unvested Units by a fraction (rounded to two decimal places), the

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