Highlights of the. Boehringer Ingelheim. Retirement Savings Plan Retirement Plan. This brochure is intended for eligible employees of

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1 Highlights of the Boehringer Ingelheim: Retirement Savings Plan Retirement Plan This brochure is intended for eligible employees of Boehringer Ingelheim hired after December 31, 2003.

2 Table of Contents Welcome to Boehringer Ingelheim! 3 Retirement Savings Plan 3 Joining the Plan 4 Who Is Eligible 4 Automatic Enrollment in the RSP 4 An Important Reminder About Your Personal Identification Number (PIN) 4 Retirement One Source 5 Contributing to Your RSP Account 5 Your Basic and Supplemental Contributions 5 About Before-Tax and After-Tax Contributions 5 Important Note About Before-Tax Contribution Limits 6 Auto-Save 7 Catch-Up Contributions 7 Rollover Contributions 7 Company Matching Contributions 7 Vesting 7 Investing in the RSP 8 Getting Investment Advice Through Financial Engines 8 Loans and Withdrawals 8 When You Can Receive a Distribution 9 Retirement Plan 9 Who Is Eligible 9 How the Plan Works 9 Pay Credits 9 Interest Credits 9 How Your Account Grows: An Example 10 Your Opening Account Balance 11 Vesting 11 Keeping Track of Your Account 11 Receiving Your Account Balance 11 Taxes on Your Distribution 11 Welcome to Boehringer Ingelheim! Perform. Grow. Win. is all about how we can position ourselves for future growth and success. No matter what part of the Company you belong to together, we all want to be part of a winning team. Boehringer Ingelheim is proud to provide a comprehensive package of benefit plans that supports you and your family. While you are just beginning your career at Boehringer Ingelheim, it is important to plan for your future. That is why we offer two valuable retirement benefits that can provide a solid foundation for your retirement years. It is never too late to plan for a solid financial future, so please read this information carefully to understand your retirement benefits. The Boehringer Ingelheim Corporation and Its Affiliates Retirement Savings Plan (RSP). This is a defined contribution plan (401k). Your account balance is the accumulation of money that you contribute to the Plan on a before-tax and/or after-tax basis, plus Boehringer Ingelheim's matching contributions on the first 5% you contribute and any earnings generated by your investment decisions. Because saving for your retirement is so important, you will be automatically enrolled in the RSP. More information on your enrollment is included in the Retirement Savings Plan section of this guide. The Boehringer Ingelheim Corporation and Its Affiliates Retirement Plan. This is a defined benefit pension plan. The accrued benefit in this Plan is fully funded by Boehringer Ingelheim. You are automatically enrolled on the first day of the month after you have completed one year of service. When you consider these plans along with the Company's contributions toward Social Security you can see how Boehringer Ingelheim provides a complete retirement package to help you reach the financial future you want for you and your family. This highlights brochure provides an overview of these plans and directs you to resources to learn more about them. Retirement Savings Plan The Retirement Savings Plan (RSP) is a 401(k) savings plan that lets you take an active role in saving and investing for your financial future. You elect to contribute a percentage of your pay to the Plan through convenient, automatic payroll deductions. Under the Automatic Enrollment feature, a before-tax contribution of 5% of your eligible pay will be deducted automatically from your pay. However, you have the opportunity to elect a different contribution percentage or to indicate that you do not wish to participate in the Plan. When you contribute to the RSP, the Company also contributes a dollar-for-dollar match on the first 5% you contribute to help you reach your financial goals. If you are enrolled under the Automatic Enrollment feature, 100% of your contributions will be automatically invested in the Conservative Asset Allocation Fund. However, you can choose how to invest your own contributions, the Company's Matching Contributions and any earnings in a selection of investment funds offered through the Plan, letting you create an investment mix that best meets your financial strategy. As your savings and investment needs change over time, you have the flexibility to change your contribution amounts and your investment mix on a daily basis. And, if you need to access the money in your account balance while you are employed with Boehringer Ingelheim, you can take a loan or a withdrawal from the Plan (subject to certain limits). To ensure that you have easy access to the RSP right at your fingertips, Boehringer Ingelheim offers state-of-theart phone and online resources for RSP information, enrollment and transactions. 3

3 Joining the Plan Who Is Eligible You are eligible to participate in the RSP if you are a fulltime or part-time Boehringer Ingelheim employee scheduled to work a minimum of 20 hours per week and you have completed 30 days of service with the Company. Automatic Enrollment in the RSP A before-tax contribution of 5% of your eligible pay will be deducted automatically from your pay and invested in the Conservative Asset Allocation Fund. Your enrollment will be effective on the first day of the month following when you meet the RSP s 30-day eligibility period. You will have until the last day of the month before your enrollment is effective to elect another contribution rate, indicate that you do not wish to participate in the RSP or to make other investment elections for your contributions. Unless you elect otherwise, your automatic contributions to the RSP will begin with the first full payroll period in the month your enrollment is effective. For example, if you were hired on July 11, your 30-day anniversary would be August 11 and your enrollment will be effective for September 1. You could make changes to your automatic enrollment elections through 4 p.m. EST on August 31. Your first contributions to the RSP (unless you changed your contribution rate to 0% by 4 p.m. EST on August 31) would be taken out of your check covering the first full payroll period in September. To change the automatic contribution rate or investment election, access Retirement One Source through the Web site or voice response system and follow the prompts to change your elections. You can access Retirement One Source by: Accessing the Web site from WebBI, the Company intranet (click HR Quick Links and then Retirement One Source ). Logging onto Retirement One Source Online directly at Calling the voice response system at (800) You will need your Social Security Number and your Personal Identification Number (PIN) to change your Automatic Enrollment elections. As a new enrollee, your assigned PIN is your month and year of birth. (For example, if you were born in August of 1968, your initial PIN would be 0868.) The first time you call or log on, you will be asked to choose your own confidential four-digit PIN. Additionally, you will need to designate a beneficiary, the person who you wish to receive your RSP benefit upon your death. As part of the enrollment process, you can enter your beneficiary information online. If you are married and designate someone other than your spouse as your primary beneficiary, Retirement One Source will send a Beneficiary Authorization Form to your home address. Your election will not be valid until you return the form with your spouse s notarized signature. An Important Reminder About Your Personal Identification Number (PIN) As a new enrollee, your assigned four-digit PIN is your month and year of birth. The first time you call or log on, you will be asked to choose your own confidential four-digit PIN. If you forget your PIN, simply follow the prompts after entering your Social Security Number to request a PIN reminder. Your new PIN will be mailed to your home address from the plan administrator. Or, instead of waiting for a PIN reminder in the mail in the future, sign-up online for the Forgot Your PIN feature to gain instant access to your account. Retirement One Source Through the voice response system and Retirement One Source Online Web site, you have access to two state-of-the-art RSP resources. Both provide immediate, confidential and up-to-date information about the RSP and your individual RSP account. You can access Retirement One Source by: Accessing the Web site from WebBI (click HR Quick Links and then Retirement One Source ). Logging onto Retirement One Source Online directly at Calling the voice response system at (800) Each time you want to access the RSP, you will need to enter your Social Security Number and PIN. (Please see Automatic Enrollment in the RSP for more information about your PIN.) Once you are logged in, select Retirement Savings Plan. Then, follow the step-by-step instructions to: Change your Automatic Enrollment elections Learn: The value of your account How much you can borrow How much you can withdraw How your money is invested The year-to-date fund returns Investment fees Increase or decrease your contribution rate Change your investment choices for future contributions Transfer all or a portion of your current balance in one fund to another fund Reallocate your existing account among the funds Initiate a loan, withdrawal or a termination distribution Contributing to Your RSP Account Your Basic and Supplemental Contributions You can contribute from 1% up to 100% of your eligible pay in 1% increments to the RSP (up to certain IRS limits). Your contributions are made each pay period through automatic payroll deductions. Please note: Since certain amounts may be deducted from your paycheck such as Social Security taxes, medical, dental and life insurance premiums these deductions will limit the percentage that you can contribute to the RSP. You can make two types of contributions to the RSP. Basic Contributions: You can contribute up to 5% of your pay on a before-tax basis, an after-tax basis or a combination of both. The Company matches your Basic Contributions dollar-for-dollar. (Please see Company Matching Contributions for more details.) Supplemental Contributions: You can make additional contributions above the 5% Basic Contribution on a before-tax basis, an after-tax basis or a combination of both. The Company does not match your Supplemental Contributions. You may change the percentage of your Basic or Supplemental Contributions and how much you contribute before-tax and/or after-tax. Changes that are made by the last day of the month will be effective with the first full pay period of the following month. About Before-Tax and After-Tax Contributions When you contribute to the RSP, you need to decide how much you want to contribute on a before-tax basis and/or on an after-tax basis. Here is how they differ: Before-tax contributions are made with money taken from your paycheck before taxes are deducted. The advantage is that your before-tax contributions - and any earnings on those contributions are not subject to income tax until you receive these funds from the Plan. As a result, while you are saving for your future, you are reducing your current taxable income. 4 5

4 After-tax contributions are made with money taken from your paycheck after taxes are deducted. Since you have already paid income tax on your after-tax contributions, these contributions are not subject to further taxation when you receive them from the Plan. (However, the investment earnings on your after-tax contributions are subject to income tax when distributed from the Plan.) To show the effect of contributing on a before-tax basis versus an after-tax basis, here is an example. Assume you earn $40,000 annually and contribute 6% of your pay (or $2,400 annually) to the RSP. After-tax Contributions Before-tax Contributions Annual pay $ 40,000 $ 40,000 Before-tax contributions (6% of pay) - 0-2,400 Taxable income $ 40,000 $ 37,600 Estimated Federal income tax* - 4,451-3,999 After-tax contributions (6% of pay) - 2,400-0 Your remaining pay $ 33,149 $ 33,601 * Estimated taxes based on 2006 tax tables. Assumes you are single, take the standard deduction and have one exemption. State taxes have not been included but could represent additional savings if you would have otherwise paid state tax on the money you contribute to the RSP. This example does not reflect FICA or other withholding taxes. Important Note About Before-Tax Contribution Limits Each year, the Internal Revenue Service (IRS) places a limit on the before-tax dollar amount that you can contribute to plans like the RSP. The IRS limits are posted annually on WebBI and HRBI. You also can review the limits on Retirement One Source Online. Once you are logged on, select Retirement Savings Plan. Then, from the main menu, select Resource Materials, Documents & Forms, Regulatory Notices and RSP Savings Limits. If you contributed to a previous employer s 401(k) plan during your first calendar year of employment with Boehringer Ingelheim, you are responsible to ensure that your combined before-tax contributions under both plans do not exceed the annual IRS maximum allowed for that year. If you exceed the annual IRS maximum, Boehringer Ingelheim will not reverse the excess contributions. Therefore, if you think your before-tax contributions will exceed the IRS maximum, you should adjust your before-tax contribution to the RSP accordingly. In future years, the plan administrator will monitor your RSP contributions to make sure the amount does not exceed the IRS maximum. If you meet the before-tax contribution limit during the year, the Payroll Department will automatically convert your before-tax contribution percentage to after-tax contributions for the remainder of the year, up to certain IRS limits. Auto-Save Boehringer Ingelheim recognizes the importance of increasing your savings rate in the RSP each year. But, with a busy lifestyle, remembering to do so is not always easy. With Auto-Save, you can select a target savings rate, along with an automatic annual increase to gradually build you to that target rate. For example, say you start saving with a 2% salary deferral and want to increase it to 6% with a 1% increase every April. You can use Auto-Save to instruct the Payroll Department to increase your rate to 3% on the first April 1, to 4% on the second April 1, and so on until you reach 6%. You can turn off the Auto-Save feature at any time by electing a new contribution rate. You can sign-up for Auto-Save from Retirement One Source Online at any time. Once logged on, select Retirement Savings Plan, then choose Change Contribution Rate from the main menu. Then, follow the instructions under Auto-Save. Catch-Up Contributions The IRS allows participants who are age 50 or older to make a catch-up contribution to the RSP. Catch-up contributions allow you to contribute additional before-tax amounts in excess of RSP and IRS limits. The IRS limits are posted annually on WebBI and HRBI. You also can review the limits on Retirement One Source Online. Once you are logged on, select Retirement Savings Plan. Then, from the main menu, select Resource Materials, Documents & Forms, Regulatory Notices, and RSP Savings Limits. Rollover Contributions If you receive a qualifying lump-sum distribution from another IRS-qualified plan (like another employer s 401(k) plan), you can roll that sum over into the RSP. To do so, request a Rollover Form from the voice response system or print one from Retirement One Source Online. Once you are logged on, select Retirement Savings Plan. Then, from the main menu, select Resource Materials, Documents & Forms and Rollover Form. Company Matching Contributions The Company matches up to the first 5% you contribute to the Plan dollar-for-dollar, including any before-tax contributions (including catch-up contributions) and after-tax contributions you make. So, for each dollar you contribute, Boehringer Ingelheim contributes a dollar to your RSP account. For example, if you are earning $50,000 annually and you elect to contribute 5% of your pay (or $2,500 annually), Boehringer Ingelheim will contribute $2,500 to your RSP account for the year. You are not taxed on Company Matching Contributions made on your behalf or on any investment earnings on those contributions as long as those contributions remain in the Plan. However, Company Matching Contributions will be subject to income tax when distributed from the Plan. Vesting Vesting means you have a non-forfeitable right to the money in your RSP account. Under the RSP, you vest in the Company Matching Contributions over time, based on the schedule below. (You are always 100% vested in the contributions you make to the RSP and any earnings on those contributions.) If you leave before completing six years of service, you forfeit any non-vested Company Matching Contributions to the Plan. Your Years of Vesting Service Your Vesting Percentage Less than 2 years 0% 2 years 20% 3 years 40% 4 years 60% 5 years 80% 6 years 100% 6 7

5 Investing in the RSP You decide how to invest your contributions and the Company Matching Contributions in any one of the available investment funds or in a combination of all of them, in multiples of 1%. (For example, you may invest 30% in one fund, 25% in another fund, 15% in 3 additional funds and 0% in the remaining funds.) For details on the available RSP investment funds and to get the information you need to make informed investment choices for your RSP portfolio, please visit Retirement One Source Online. Once logged in, select Retirement Savings Plan to access the RSP home page. To view fund performance and fund prices, choose Fund Information from the main menu. To review investment fees, choose View annualized returns and investment fees from the Learn More menu on the right-hand side of the Account Details or Fund Information pages. To access and print fact sheets, select Resource Materials from the main menu and then Documents & Forms. Then, select the fund fact sheets you need. Getting Investment Advice Through Financial Engines Boehringer Ingelheim is committed to providing the tools you need to make informed investment decisions around your RSP account. Financial Engines Advisors, L.L.C. is a powerful financial planning resource that gives you personal and professional advice designed to help you achieve long-term financial security through the RSP. There are two levels of service from Financial Engines. With Personal Online Advisor, you answer simple questions about your retirement goals and get a forecast of your chances of meeting them based on your current investment elections. You also receive specific advice about how to invest your account to increase the likelihood of reaching your goals. If you decide to make changes to your RSP account based on the advice from Financial Engines, you will need to initiate these changes through Retirement One Source. The Company covers the cost for basic advice from Financial Engines related to investing your RSP account; you also have the option to purchase additional services with a personal credit card including advice on taxable accounts (e.g., Certificates of Deposit (CDs) and mutual funds) and your non-retirement financial goals (e.g., saving for a home or college expenses). With Personal Asset Manager, a team of investment professionals analyzes the investments available in the RSP and selects a personalized mix designed to be appropriate for you. Then, Financial Engines works with your plan administrator to handle all the transactions to put your new investment strategy into action. They ll also continue to manage your account over time to help keep your portfolio properly diversified and on track as markets change, as the investment options in the Plan change or as you get closer to retirement. Fees for Personal Asset Manager are based on your account balance % of your account balance per year, with discounts for accounts over $100,000. The fees are deducted directly from your account, so there is no bill to pay and no reduction in your take-home pay. You can access Financial Engines from Retirement One Source Online. Once logged on, select Retirement Savings Plan and then Financial Engines (Plan Your Financial Future) from the main menu. Financial Engines is an independent, third-party, registered investment advisor. Financial Engines does not sell investments or receive commissions for the funds it recommends. While you can be confident that Financial Engines will act with your best interests in mind, the Company (and Financial Engines) cannot guarantee the future results of your investments or that your investment objectives will be met. Loans and Withdrawals The primary purpose of the RSP is to provide you with a long-term savings program. However, while you are an active employee, you can take a loan and, under certain situations, make a withdrawal. Please refer to your RSP Summary Plan Description or Retirement One Source Online for more details. When You Can Receive a Distribution If you retire from Boehringer Ingelheim, or are actively employed and become disabled or die, you (or your beneficiary) are eligible to receive the full value of your RSP account balance, including your own contributions, rollover contributions, all Company Matching Contributions and any investment earnings, at the time of your retirement, disability or death. If you leave Boehringer Ingelheim for reasons other than your retirement, disability or death, you are eligible to receive the full value of your RSP account balance, including your contributions, rollover contributions, the vested portion of your Company Matching Contributions and any investment earnings. Please refer to your RSP Summary Plan Description or Retirement One Source for more details. Retirement Plan The Retirement Plan also called the Retirement Accumulation Plan or RAP is a defined benefit pension plan that combines the: Security of steadily-growing retirement assets; Simplicity of a benefit that is clearly stated as an account balance you can track over time; and Ability for you to take your account balance with you when you leave the Company, even if you are not ready for retirement. The RAP is funded entirely by Boehringer Ingelheim. You do not contribute to the Plan. Unlike traditional retirement plans, once you are vested, you can receive the RAP benefit regardless of your age when you leave the Company. However, you should still view your RAP benefit primarily as a source of retirement income. That is why you also have the option of rolling over your RAP lump-sum payment to another qualified retirement plan that accepts rollovers or to an Individual Retirement Account (IRA). In addition, if your vested account balance is at least $1,000, you can keep your benefit in the Plan until a later date and your account will continue to grow over time. Who Is Eligible You are eligible to participate in the RAP if you are a fulltime or part-time Boehringer Ingelheim employee hired on or after January 1, 2004 and scheduled to work a minimum of 20 hours per week, and you have one year of service (as defined under the Plan). Your participation begins automatically on the first day of the month after you have completed one year of service. You are automatically enrolled in the Plan, thus no enrollment action is required by you. However, you will need to designate your beneficiary, the person who you wish to receive your RAP benefit upon your death. You can enter your beneficiary information on Retirement One Source Online. If you are married and designate someone other than your spouse as your primary beneficiary, you will need to complete and submit a Beneficiary Authorization Form (available online or mailed to your home) for your election to be effective. How the Plan Works Your RAP benefit is represented as an account balance that increases over time. Your account grows from two sources: Pay Credits and Interest Credits. Pay Credits Pay Credits are equal to 5% of your eligible pay during each calendar quarter, and are calculated and credited to your RAP account on a quarterly basis. (Please note: Pay Credits are provided by Boehringer Ingelheim; they are not deducted from your pay.) Interest Credits Interest Credits are calculated and credited to your RAP account on a quarterly basis, and are determined based on your account balance at the beginning of the quarter. Interest Credits are based on the average 30-year Treasury yield rate for November of the prior calendar year. That rate is converted to a quarterly equivalent (a percentage for each quarter). As an example, let s assume that the 30-year Treasury yield for the November of the prior calendar year is 4.95% ( quarterly equivalent rate of %). If your account balance at the beginning of the quarter is $2,400, the Interest Credit made at the end of the quarter would be $29.16 ($2,400 X %). You earn Interest Credits on your entire RAP account balance, including your past Interest Credits. This allows your RAP account to grow with compounded interest, which means you are earning interest on your interest. 8 9

6 How Your Account Grows: An Example Pay Credits and Interest Credits add to the total value of your RAP account over time. To illustrate, assume: An employee hired on January 1, 2007 at age 30; She earns $12,000 in eligible pay on a quarterly basis as of her hire date, and receives 3% increases annually; She becomes a participant in the Plan on January 1, 2008 and then continuously participates until retirement in 2042 at age 65; The 30-year Treasury yield rate for Interest Credits is 4.95%, so the quarterly equivalent Interest Credit rate equals %. Based on these assumptions, here is a look at how this employee s eligible pay, Pay Credits and Interest Credits work together to grow her RAP account over her first two years of participation in the Plan: Account Balance Account Balance at Start Pay for the Pay Credit Interest Credit Balance at End Quarter Start Date of Quarter Quarter for the Quarter for the Quarter of Quarter January 1, 2008 $2, $12, $ $29.16 $3, April 1, 2008 $3, $12, $ $37.03 $3, July 1, 2008 $3, $12, $ $44.99 $4, October 1, 2008 $4, $12, $ $53.05 $5, January 1, 2009 $5, $12, $ $61.20 $5, April 1, 2009 $5, $12, $ $69.68 $6, July 1, 2009 $6, $12, $ $78.26 $7, October 1, 2009 $7, $12, $ $86.95 $7, Since the primary purpose of the RAP is to help build toward your financial future, the following chart shows the estimated value of this employee s RAP account at various ages, up to her retirement at age 65. Your Opening Account Balance When you become a Plan participant, your opening RAP account balance will be based on your eligible pay and Pay Credits for your one year of service with the Company before you became eligible to participate in the Plan. Vesting Vesting means you have a non-forfeitable right to the money in your RAP account. You become fully vested once you have completed three years of service with Boehringer Ingelheim. Once you are vested, the value of your RAP is yours to keep, whether you stay at the Company until retirement or leave earlier. If you leave the Company before you are vested, you are not eligible to receive any benefits from the RAP. (Unlike the RSP, there is no partial vesting in the RAP.) Keeping Track of Your Account Once you become a Plan participant, you have access to two state-of-the-art RAP resources: the voice response system and Retirement One Source Online Web site. Both provide immediate, confidential and up-to-date information about the RAP. You can access Retirement One Source by: Accessing the Web site from WebBI (click HR Quick Links and then Retirement One Source ). Logging onto Retirement One Source Online directly at Calling the voice response system at (800) You will need your Social Security Number and PIN to access Retirement One Source. The first time you access the system, your assigned PIN is your month and year of birth. (For example, if you were born in August of 1968, your initial PIN would be 0868.) The first time you call or log on, you will be asked to choose your own confidential four-digit PIN. If you forget your PIN, simply follow the prompts after entering your Social Security Number to request a PIN reminder. Your new PIN will be mailed to your home address from the plan administrator. Or, instead of waiting for a PIN reminder in the mail in the future, sign-up online for the Forgot Your PIN feature to gain instant access to your account. Once you are logged in, select Pension Plan. Then, follow the step-by-step instructions to: Review your: Up-to-date balance Pay Credits and Interest Credits Vesting percentage and/or your vested account balance Project your benefit using different assumptions or commencement dates Request a Benefit Commencement Packet Receiving Your Account Balance A key feature of the RAP is that you can take your vested account balance with you when you leave Boehringer Ingelheim, regardless of your age. You choose how to receive your benefit. You can: Take your entire account balance as a lump-sum payment or as one of the annuity payment options available; Rollover the balance to another qualified plan, such as another employer s qualified plan or an IRA; or If your account balance is $1,000 or greater, defer your distribution until the future and continue to earn Interest Credits. If you die before receiving your RAP account balance, your beneficiary will receive your vested account balance. Your beneficiary can take the entire account balance as a lumpsum payment or receive a monthly annuity payment. Please refer to your RAP Summary Plan Description or Retirement One Source for more details. Taxes on Your Distribution The distribution of your RAP account balance is generally treated as taxable income at the time you take the distribution. If you take a lump-sum distribution, there may be significant tax consequences, including ordinary income tax and, in some cases, a penalty tax for early distribution. You can defer taxes if you rollover your balance to another qualified plan within 60 days of receiving your distribution. Before you take a distribution from the Plan, you may want to consult with a personal tax or financial advisor about your individual situation

7 This brochure provides highlights of The Boehringer Ingelheim Corporation and Its Affiliates Retirement Savings Plan and The Boehringer Ingelheim Corporation and Its Affiliates Retirement Plan effective January 1, If there is any discrepancy between this brochure and the official plan documents, the plan documents will always govern. Although the Company intends to continue these plans indefinitely, it reserves the right to change, amend or terminate any of the provisions at any time. This brochure is in no way intended to constitute a contract of employment. For complete details, refer to your Summary Plan Descriptions (SPDs). If you should need any further information, please contact your local Benefits Representative.