NEUROCRINE BIOSCIENCES INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>a91876exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9



                              AMENDED AND RESTATED
      NEUROCRINE BIOSCIENCES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

                                 AUGUST 5, 2003

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
PURPOSE .........................................................................................................     1

ARTICLE 1. DEFINITIONS...........................................................................................     1

         1.1      "Account Balance"..............................................................................     1
         1.2      "Accounts".....................................................................................     1
         1.3      "Administrator"................................................................................     1
         1.4      "Annual Bonus".................................................................................     1
         1.5      "Annual Company Contribution Amount"...........................................................     2
         1.6      "Annual Company Matching Amount"...............................................................     2
         1.7      "Annual Deferral Amount".......................................................................     2
         1.8      "Annual Installment Method"....................................................................     2
         1.9      "Base Annual Salary"...........................................................................     2
         1.10     "Beneficiary"..................................................................................     2
         1.11     "Beneficiary Designation Form".................................................................     2
         1.12     "Board"........................................................................................     2
         1.13     "Cause"........................................................................................     2
         1.14     "Change in Control"............................................................................     3
         1.15     "Change in Control Benefit"....................................................................     3
         1.16     "Claimant".....................................................................................     3
         1.17     "Code".........................................................................................     4
         1.18     "Committee"....................................................................................     4
         1.19     "Company"......................................................................................     4
         1.20     "Company Contribution Account".................................................................     4
         1.21     "Company Matching Account".....................................................................     4
         1.22     "Company Stock Measurement Fund"...............................................................     4
         1.23     "Deduction Limitation".........................................................................     4
         1.24     "Deferral Account".............................................................................     4
         1.25     "Director".....................................................................................     4
         1.26     "Director Fees"................................................................................     4
         1.27     "Disability"...................................................................................     5
         1.28     "Disability Benefit"...........................................................................     5
         1.29     "Election Form"................................................................................     5
         1.30     "Employee".....................................................................................     5
         1.31     "Employer(s)"..................................................................................     5
         1.32     "ERISA"........................................................................................     5
         1.33     "Exchange Act".................................................................................     5
         1.34     "Excise Tax Limitation"........................................................................     5
         1.35     "First Plan Year"..............................................................................     5
         1.36     "Fixed Date Payout"............................................................................     6
         1.37     "Fixed Date Payout Account Balance"............................................................     6
         1.38     "Measurement Fund".............................................................................     6
         1.39     "Non-Employee Director"........................................................................     6
         1.40     "Participant"..................................................................................     6
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         1.41     "Plan".........................................................................................     6
         1.42     "Plan Year"....................................................................................     6
         1.43     "Pre-Retirement Survivor Benefit"..............................................................     6
         1.44     "Retirement", "Retire(s)" or "Retired".........................................................     6
         1.45     "Retirement Benefit"...........................................................................     6
         1.46     "Rule 16b-3"...................................................................................     6
         1.47     "Securities Act"...............................................................................     6
         1.48     "Stock"........................................................................................     7
         1.49     "Termination Benefit"..........................................................................     7
         1.50     "Termination of Employment"....................................................................     7
         1.51     "Trust"........................................................................................     7
         1.52     "Unforeseeable Financial Emergency"............................................................     7
         1.53     "Years of Service".............................................................................     7

ARTICLE 2. SELECTION, ENROLLMENT, ELIGIBILITY....................................................................     7

         2.1      Selection by Administrator.....................................................................     7
         2.2      Enrollment Requirements........................................................................     7
         2.3      Eligibility; Commencement of Participation.....................................................     7
         2.4      Termination of Participation and/or Deferrals..................................................     8

ARTICLE 3. DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES............................................     8

         3.1      Election to Defer; Effect of Election Form.....................................................     8
         3.2      Minimum Deferrals..............................................................................     8
         3.3      Maximum Deferral...............................................................................     9
         3.4      Accounts; Crediting of Deferrals...............................................................     9
         3.5      Vesting........................................................................................     9
         3.6      Earnings Credits or Losses.....................................................................    10
         3.7      Distributions..................................................................................    11

ARTICLE 4. DISTRIBUTIONS.........................................................................................    11

         4.1      Fixed Date Payout..............................................................................    11
         4.2      Retirement Benefit.............................................................................    12
         4.3      Pre-Retirement Survivor Benefit................................................................    12
         4.4      Termination Benefit............................................................................    12
         4.5      Disability Benefit.............................................................................    13
         4.6      Change in Control Benefit......................................................................    13

ARTICLE 5. UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION..............................................    14

         5.1      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies..........................    14
         5.2      Withdrawal Election............................................................................    14

ARTICLE 6. BENEFICIARY DESIGNATION...............................................................................    14

         6.1      Beneficiary....................................................................................    14
         6.2      Beneficiary Designation; Change................................................................    14
         6.3      No Beneficiary Designation.....................................................................    14
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         6.4      Doubt as to Beneficiary........................................................................    15
         6.5      Discharge of Obligations.......................................................................    15

ARTICLE 7. LEAVE OF ABSENCE......................................................................................    15

         7.1      Paid Leave of Absence..........................................................................    15
         7.2      Unpaid Leave of Absence; Disability Leave......................................................    15

ARTICLE 8. TERMINATION, AMENDMENT OR MODIFICATION................................................................    15

         8.1      Termination....................................................................................    15
         8.2      Amendment......................................................................................    15
         8.3      Effect of Payment..............................................................................    16

ARTICLE 9. ADMINISTRATION........................................................................................    16

         9.1      Administrator Duties...........................................................................    16
         9.2      Binding Effect of Decisions....................................................................    16
         9.3      Committee......................................................................................    17
         9.4      Indemnification................................................................................    17
         9.5      Employer Information...........................................................................    17

ARTICLE 10. CLAIMS PROCEDURES....................................................................................    17

         10.1     Presentation of Claim..........................................................................    17
         10.2     Notification of Decision.......................................................................    17
         10.3     Review of a Denied Claim.......................................................................    18
         10.4     Decision on Review.............................................................................    18
         10.5     Designation....................................................................................    18
         10.6     Arbitration....................................................................................    18

ARTICLE 11. TRUST................................................................................................    19

         11.1     Establishment of the Trust.....................................................................    19
         11.2     Interrelationship of the Plan and the Trust....................................................    19
         11.3     Investment of Trust Assets.....................................................................    19
         11.4     Distributions From the Trust...................................................................    19

ARTICLE 12. PROVISIONS RELATING TO SECURITIES LAWS...............................................................    19

         12.1     Designation of Participants....................................................................    19
         12.2     Action by Committee............................................................................    19
         12.3     Compliance with Section 16.....................................................................    20

ARTICLE 13. MISCELLANEOUS........................................................................................    20

         13.1     Status of Plan.................................................................................    20
         13.2     Unsecured General Creditor.....................................................................    20
         13.3     Employer's Liability...........................................................................    20
         13.4     Nonassignability...............................................................................    20
         13.5     Tax Withholding................................................................................    20
         13.6     Coordination with Other Benefits...............................................................    21
         13.7     Compliance.....................................................................................    21
         13.8     Not a Contract of Employment...................................................................    21
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         13.9     Furnishing Information.........................................................................    21
         13.10    Governing Law..................................................................................    21
         13.11    Notice   ......................................................................................    21
         13.12    Successors.....................................................................................    22
         13.13    Spouse's Interest..............................................................................    22
         13.14    Validity.......................................................................................    22
         13.15    Incompetent....................................................................................    22
         13.16    Court Order....................................................................................    22
         13.17    Distribution in the Event of Taxation..........................................................    22
         13.18    Insurance......................................................................................    23
</TABLE>

                                      -iv-

<PAGE>

                              AMENDED AND RESTATED

      NEUROCRINE BIOSCIENCES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

                            EFFECTIVE AUGUST 5, 2003

                                    PURPOSE

         Neurocrine Biosciences, Inc., a Delaware corporation (the "Company"),
established, effective December 1, 1996, the Neurocrine Biosciences, Inc.
Nonqualified Deferred Compensation Plan, which plan was amended and restated
effective February 22, 2000 (the "Plan"), for the benefit of a select group of
management and highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
the Company and its subsidiaries, if any, that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.

         The Company hereby amends and restates the Plan effective August 5,
2003, as set forth herein.

         This Plan shall consist of two plans, one for the benefit of a select
group of management and highly compensated Employees of the Employers as
described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the
benefit of Non-Employee members of the boards of directors of any Employer. To
the extent required by law, the terms of this Plan applicable to Directors shall
also constitute a separate written plan document with its terms set forth in the
applicable portions of this Plan.

                                   ARTICLE 1.
                                  DEFINITIONS

         As used within this document, the following words and phrases have the
meanings described in this Article 1 unless a different meaning is required by
the context. Some of the words and phrases used in the Plan are not defined in
this Article 1, but for convenience, are defined as they are introduced into the
text. Words in the masculine gender shall be deemed to include the feminine
gender. Any headings used are included for ease of reference only and are not to
be construed so as to alter any of the terms of the Plan.

         1.1      "Account Balance" shall mean, with respect to a Participant, a
credit on the records of the Employer equal to the sum of (i) the Deferral
Account balance, (ii) the Company Contribution Account balance, and (iii) the
Company Matching Account balance. The Account Balance, and each other specified
account balance, shall be a bookkeeping entry only and shall be utilized solely
as a device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.

         1.2      "Accounts" of a Participant shall mean, as the context
indicates, either or all of his or her Deferral Account, Company Contribution
Account and Company Matching Account.

         1.3      "Administrator" shall mean the Committee appointed pursuant to
Article 9 to administer the Plan, or such other person or persons to whom the
Committee has delegated its duties pursuant to Article 9.

         1.4      "Annual Bonus" shall mean any cash compensation, in addition
to Base Annual Salary, relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the Federal Income Tax
Form W-2 for such calendar year, payable to a Participant as an Employee under
any Employer's annual bonus and cash incentive plans, excluding stock options
and restricted stock.

                                      -1-
<PAGE>

         1.5      "Annual Company Contribution Amount" shall mean, for any one
Plan Year, the amount determined in accordance with Section 3.4(b).

         1.6      "Annual Company Matching Amount" for any one Plan Year shall
be the amount determined in accordance with Section 3.4(c).

         1.7      "Annual Deferral Amount" shall mean that portion of a
Participant's Base Annual Salary, Annual Bonus and Director Fees that a
Participant elects to defer, and is deferred, in accordance with Article 3, for
any one Plan Year. In the event of a Participant's Retirement, Termination of
Employment as a result of his or her Disability or death or a Termination of
Employment prior to the end of a Plan Year, such year's Annual Deferral Amount
shall be the actual amount withheld prior to such event.

         1.8      "Annual Installment Method" shall be an annual installment
payment over the number of years selected by the Participant in accordance with
this Plan, which shall in no event exceed fifteen (15) years, calculated as
follows: The Account Balance of the Participant (or the Fixed Date Payout
Account Balance, in the event of a Fixed Date Payout) shall be calculated as of
the close of business three (3) business days prior to the last business day of
the year or the date of the Fixed Date Payout. The annual installment shall be
calculated by multiplying this balance by a fraction, the numerator of which is
one, and the denominator of which is the remaining number of annual payments due
the Participant. By way of example, if the Participant elects a ten (10) year
Annual Installment Method, the first payment shall be 1/10 of the Account
Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date
Payout), calculated as described in this definition. The following year, the
payment shall be 1/9 of the Account Balance (or the Fixed Date Payout Account
Balance, in the event of a Fixed Date Payout), calculated as described in this
definition. Each annual installment shall be paid within sixty (60) days
following the each anniversary of the day the distributions are scheduled to
commence.

         1.9      "Base Annual Salary" shall mean the annual cash compensation
relating to services performed during any calendar year, whether or not paid in
such calendar year or included on the Federal Income Tax Form W-2 for such
calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock
options, relocation expenses, incentive payments, non-monetary awards, Director
Fees and other fees, automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in the
Employee's gross income). Base Annual Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of any Employer and
shall be calculated to include amounts not otherwise included in the
Participant's gross income under Code Sections 125, 132(f), 402(e)(3), 402(h),
or 403(b) pursuant to plans established by any Employer; provided, however, that
all such amounts will be included in compensation only to the extent that, had
there been no such plan, the amount would have been payable in cash to the
Employee.

         1.10     "Beneficiary" shall mean one or more persons, trusts, estates
or other entities, designated in accordance with Article 6, that are entitled to
receive benefits under this Plan upon the death of a Participant.

         1.11     "Beneficiary Designation Form" shall mean the form established
from time to time by the Administrator that a Participant completes, signs and
returns to the Administrator to designate one or more Beneficiaries.

         1.12     "Board" shall mean the board of directors of the Company.

         1.13     "Cause" shall mean, with respect to a Participant, the
occurrence of any of the following (in each case determined by the Participant's
Employer (or the Employer's Board of Directors, if the Participant is the
Employer's Chief Executive Officer)):

                                      -2-
<PAGE>

                  (a)      any intentional action or intentional failure to act
         by a Participant which was performed in bad faith and to the material
         detriment of the Participant's Employer;

                  (b)      Participant's intentional refusal or intentional
         failure to act in accordance with any lawful and proper direction or
         order of the Chief Executive Officer (or the Employer's Board of
         Directors, if the Participant is the Employer's Chief Executive
         Officer);

                  (c)      Participant's willful and habitual neglect of the
         duties of employment; or

                  (d)      Participant's conviction of a felony crime involving
         moral turpitude;

                  provided, that in the event any of the foregoing events is
capable of being cured, the Employer (or the Employer's Board of Directors, if
the Participant is the Employer's Chief Executive Officer) shall provide written
notice to Participant describing the nature of such event and Participant shall
thereafter have ten (10) business days to cure such event.

         1.14     A "Change in Control" shall be deemed to occur if any of the
following events shall occur:

                  (a)      the Company is merged or consolidated or reorganized
         into or with another corporation or other legal person, and as a result
         of such merger, consolidation or reorganization less than fifty percent
         (50%) of the combined voting power of the then-outstanding securities
         of such surviving corporation or person immediately after such
         transaction are held in the aggregate by the holders of voting
         securities of the Company immediately prior to such transaction;

                  (b)      the Company sells all or substantially all of its
         assets or any other corporation or other legal person and thereafter
         less than fifty percent (50%) of the combined voting securities of the
         acquiring or consolidated entity are held in the aggregate by the
         holders of voting securities of the Company immediately prior to such
         sale;

                  (c)      there is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Exchange Act, disclosing that any "person" (as such
         term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) has
         become the "beneficial owner" (as defined in Rule 13d-3 or any
         successor rule or regulation promulgated under the Exchange Act),
         directly or indirectly, of securities of the Company representing fifty
         percent (50%) or more of the combined voting power of the
         then-outstanding voting securities of the Company;

                  (d)      the Company shall file a report or proxy statement
         with the Securities and Exchange Commission pursuant to the Exchange
         Act disclosing in response to Item 1 of Form 8-X thereunder or Item
         5(f) of Schedule 14A thereunder (or any successor schedule, form or
         report or item therein) that the change in control of the Company has
         or may have occurred or will or may occur in the future pursuant to any
         then-existing contract or transaction; or

                  (e)      during any period of two (2) consecutive years,
         individuals who at the beginning of any such period constitute the
         Directors of the Company cease for any reason to constitute at least a
         majority thereof unless the election to the nomination for election by
         the Company's shareholders of each Director of the Company first
         elected during such period was approved by a vote of at least
         two-thirds (2/3) of the Directors of the Company then still in office
         who were Directors of the Company at the beginning of such period.

         1.15     "Change in Control Benefit" shall mean the benefit set forth
in Section 4.6.

         1.16     "Claimant" shall have the meaning set forth in Section 10.1.

                                      -3-
<PAGE>

         1.17     "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time. Reference to a section of the Code shall include
that section and any comparable section or sections of any future legislation
that amends, supplements or supercedes such section.

         1.18     "Committee" shall mean the Compensation Committee of the Board
or another committee or subcommittee of the Board appointed to administer the
Plan pursuant to Article 9.

         1.19     "Company" shall mean Neurocrine Biosciences, Inc, a Delaware
corporation, and any successor to all or substantially all of the Company's
assets or business.

         1.20     "Company Contribution Account" shall mean (i) the sum of all
of a Participant's Annual Company Contribution Amounts, plus (ii) the
hypothetical deemed investment earnings and losses credited or charged in
accordance with all the applicable provisions of this Plan that relate to the
Participant's Company Contribution Account, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that relate to
the Participant's Company Contribution Account.

         1.21     "Company Matching Account" shall mean (i) the sum of all of a
Participant's Annual Company Matching Amounts, plus (ii) the hypothetical deemed
investment earnings and losses credited or charged in accordance with all the
applicable provisions of this Plan that relate to the Participant's Company
Matching Account, less (iii) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Participant's Company
Matching Account.

         1.22     "Company Stock Measurement Fund" shall mean the Measurement
Fund which shall be deemed invested in the Company's Stock. Participants will
have no rights as stockholders of the Company with respect to allocations made
to their Accounts which are deemed invested in the Company Stock Measurement
Fund.

         1.23     "Deduction Limitation" shall mean the following described
limitation on a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation shall be
applied to all distributions that are "subject to the Deduction Limitation"
under this Plan. If an Employer determines in good faith that there is a
reasonable likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by reason of
the limitation under Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution to the
Participant pursuant to this Plan is deductible, the Employer may defer all or
any portion of a distribution under this Plan. Any amounts deferred pursuant to
this limitation shall continue to be credited/debited with additional amounts in
accordance with Section 3.6 below. The amounts so deferred and amounts credited
thereon shall be distributed to the Participant or his or her Beneficiary (in
the event of the Participant's death) at the earliest possible date, as
determined by the Employer in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Employer during which the distribution is made will not be limited by Section
162(m), or if earlier, the date that is twenty-four (24) months following the
date on which the distribution was first distributable to the Participant
pursuant to the provisions of this Plan.

         1.24     "Deferral Account" shall mean (i) the sum of all of a
Participant's Annual Deferral Amounts, plus (ii) the hypothetical deemed
investment earnings and losses credited or charged in accordance with all the
applicable provisions of this Plan that relate to the Participant's Deferral
Account, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

         1.25     "Director" shall mean any member of the board of directors of
any Employer.

         1.26     "Director Fees" shall mean the annual fees paid by any
Employer, including retainer fees and meetings fees, as compensation for serving
on the board of directors.

                                      -4-
<PAGE>

         1.27     "Disability" shall mean a mental or physical disability as
determined by the Administrator in accordance with standards and procedures
similar to those under the Company's broad-based regular long-term disability
plan, if any. At any time that the Company does not maintain such a long-term
disability plan, "Disability" shall mean the inability of a Participant, as
determined by the Administrator, substantially to perform such Participant's
regular duties and responsibilities due to a medically determinable physical or
mental illness which has lasted, or can reasonably be expected to last, for a
period of six (6) consecutive months, but only to the extent that such
definition does not violate the Americans with Disabilities Act.

         1.28     "Disability Benefit" shall mean the benefit set forth in
Section 4.5.

         1.29     "Election Form" shall mean the form established from time to
time by the Administrator that a Participant completes, signs and returns to the
Administrator to make an election under the Plan.

         1.30     "Employee" shall mean a person who is an employee of any
Employer.

         1.31     "Employer(s)" shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the Plan as a
sponsor.

         1.32     "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time. Reference to a section of ERISA
shall include that section and any comparable section or sections of any future
legislation that amends, supplements or supercedes such section.

         1.33     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended. Reference to a section of the Exchange Act shall include that
section and any comparable section or sections of any future legislation that
amends, supplements or supercedes such section.

         1.34     "Excise Tax Limitation" shall mean the following described
limitation on a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation shall be
applied to all distributions that are "subject to the Excise Tax Limitation"
under this Plan. If an Employer determines in good faith that there is a
reasonable likelihood that any distribution to be paid to a Participant pursuant
to this Plan would not be deductible by the Employer solely because all or a
portion of the distribution would constitute an "excess parachute payment"
within the meaning of Code Section 280G, as determined consistent with the
proposed regulations issued by the Internal Revenue Service under Code Section
280G, then to the extent deemed necessary by the Employer to ensure that the
entire amount of any distribution to the Participant pursuant to this Plan is
deductible, the Employer may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation shall continue to be
credited/debited with additional amounts in accordance with Section 3.6 below.
The amounts so deferred and amounts credited thereon shall be distributed to the
Participant or his or her Beneficiary (in the event of the Participant's death)
at the earliest possible date, as determined by the Employer in good faith, on
which the deductibility of compensation paid or payable to the Participant for
the taxable year of the Employer during which the distribution is made will not
be limited or, if earlier, the date that is twenty-four (24) months following
the date on which the distribution was first distributable to the Participant
pursuant to the provisions of this Plan.

         1.35     "First Plan Year" shall mean the period beginning August 5,
2003 and ending December 31, 2003.

                                      -5-
<PAGE>

         1.36     "Fixed Date Payout" shall mean the payout set forth in Section
4.1.

         1.37     "Fixed Date Payout Account Balance" shall mean, with respect
to a Participant, a credit on the records of the Employer equal to the sum of
(i) the amount deferred by the Participant and/or Employer contributions made on
his or her behalf and with respect to which a Fixed Date Payout was elected,
plus (ii) amounts credited or debited in the manner provided in Section 3.6 on
such amount. The Fixed Date Payout Account Balance shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.

         1.38     "Measurement Fund" shall mean the investment fund or funds
selected by the Administrator from time to time.

         1.39     "Non-Employee Director" shall mean a Director who is not an
Employee of the Company.

         1.40     "Participant" shall mean any Employee or Director (i) who is
selected to participate in the Plan, (ii) who elects to participate in the Plan,
(iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose
signed Election Form and Beneficiary Designation Form are accepted by the
Administrator, and (v) who commences participation in the Plan. A spouse or
former spouse of a Participant shall not be treated as a Participant in the Plan
or have an account balance under the Plan, even if he or she has an interest in
the Participant's benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.

         1.41     "Plan" shall mean the Amended and Restated Neurocrine
Biosciences, Inc. Nonqualified Deferred Compensation Plan, which shall be
evidenced by this instrument, as amended from time to time.

         1.42     "Plan Year" shall, except for the First Plan Year, mean a
period beginning on January 1 of each calendar year and continuing through
December 31 of such calendar year.

         1.43     "Pre-Retirement Survivor Benefit" shall mean the benefit set
forth in Section 4.3.

         1.44     "Retirement", "Retire(s)" or "Retired" shall mean, with
respect to an Employee, severance from employment from all Employers, and with
respect to a Director who is not an Employee, severance of his or her
directorships with all Employers, for any reason other than a leave of absence,
death or Disability on or after the earlier of the attainment of (a) age
sixty-five (65) or (b) age fifty-five with a minimum of five (5) Years of
Service. If a Participant is both an Employee and a Director, Retirement shall
not occur until he or she Retires as both an Employee and a Director; provided,
however, that such a Participant may elect, at least one (1) year prior to
Retirement and in accordance with the policies and procedures established by the
Administrator, to Retire for purposes of this Plan at the time he or she Retires
as an Employee, which Retirement shall be deemed to be a Retirement as an
Employee.

         1.45     "Retirement Benefit" shall mean the benefit set forth in
Section 4.2.

         1.46     "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended from time to time.

         1.47     "Securities Act" shall mean the Securities Act of 1933, as
amended.

                                      -6-
<PAGE>

         1.48     "Stock" shall mean Neurocrine Biosciences, Inc. common stock.

         1.49     "Termination Benefit" shall mean the benefit set forth in
Section 4.4.

         1.50     "Termination of Employment" shall mean the severing of
employment with all Employers, or service as a Director of all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability,
death or an authorized leave of absence. If a Participant is both an Employee
and a Director, a Termination of Employment shall occur only upon the
termination of the last position held; provided, however, that such a
Participant may elect, at least one (1) year before Termination of Employment
and in accordance with the policies and procedures established by the
Administrator, to be treated for purposes of this Plan as having experienced a
Termination of Employment at the time he or she ceases employment with an
Employer as an Employee.

         1.51     "Trust" shall mean one or more trusts established pursuant to
that certain Trust Agreement, dated as of August 5, 2003, between the Company
and the trustee named therein, as amended from time to time.

         1.52     "Unforeseeable Financial Emergency" shall mean an
unanticipated emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the Participant
not covered by insurance, liquidation of other assets (to the extent the
liquidation itself will not cause severe financial hardship or cessation of
deferrals under this Plan, resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent (as defined in Section 152(a) of the
Code) of the Participant, (ii) a loss of the Participant's property due to
casualty, or (iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Administrator.

         1.53     "Years of Service" shall mean each twelve (12) month period
during which a Participant is employed by an Employer, whether or not
continuous, and including periods commencing prior to the effective date of this
Plan; provided, however, that in the case of a Participant whose employment with
an Employer has been interrupted by a period of twelve (12) consecutive months
or more (a "Break in Service"), his or her Years of Service prior to such Break
in Service shall be disregarded for any purpose under the Plan.

                                   ARTICLE 2.
                       SELECTION, ENROLLMENT, ELIGIBILITY

         2.1      Selection by Administrator. Participation in the Plan shall be
limited to a select group of management and highly compensated Employees and
Non-Employee Directors of the Employers, as determined by the Administrator in
its sole discretion. Subject to the requirements of Article 12, from that group,
the Administrator shall select, in its sole discretion, Employees and
Non-Employee Directors to participate in the Plan.

         2.2      Enrollment Requirements. As a condition to participation, each
selected Employee or Non-Employee Director shall complete, execute and return to
the Administrator an Election Form and a Beneficiary Designation Form. In
addition, the Administrator shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.

         2.3      Eligibility; Commencement of Participation. Provided an
Employee or Non-Employee Director selected to participate in the Plan has met
all enrollment requirements set forth in this Plan and required by the
Administrator, including returning all required documents to the Administrator
within the

                                      -7-
<PAGE>

specified time period, that Employee or Non-Employee Director shall commence
participation in the Plan on the day on which his or her Election Form first
becomes effective or the date on which a contribution is first credited to his
or her Company Contribution Account or Company Matching Account, whichever
occurs first.

         2.4      Termination of Participation and/or Deferrals. If the
Administrator determines in good faith that a Participant no longer qualifies as
a member of a select group of management or highly compensated Employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, or as a Non-Employee Director, the
Administrator shall have the right, in its sole discretion, to (a) terminate any
deferral election the Participant has made for the remainder of the Plan Year in
which the Participant's membership status changes, (b) prevent the Participant
from making future deferral elections and/or (c) immediately distribute the
Participant's then Account Balance as a Termination Benefit and terminate the
Participant's participation in the Plan.

         2.5      Pre-Existing Elections. All Participant elections in effect as
of the effective date of the amendment and restatement of the Plan shall remain
in full force and effect through the end of the First Plan Year unless a
Participant elects to revise such election as permitted by the Administrator.

                                   ARTICLE 3.
           DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES

         3.1      Election to Defer; Effect of Election Form. Subject to the
terms and conditions set forth herein and such terms and conditions as the
Administrator may determine, Participants may elect to defer Base Annual Salary,
Annual Bonus and Director Fees by timely completing and delivering to the
Administrator an Election Form prior to the beginning of each Plan Year during
such period as may be established by the Administrator in its discretion for
such elections. After a Plan Year commences, such deferral election shall be
irrevocable and shall continue for the entire Plan Year and subsequent years
unless otherwise provided in this Plan; provided, however, that a deferral
election shall terminate upon the execution and timely submission of a newly
completed Election Form during a subsequent election period or Termination of
Employment.

                  (a)      Base Annual Salary, Annual Bonus and/or Director
         Fees. Subject to any terms and conditions imposed by the Administrator,
         Participants may elect to defer, under the Plan, Base Annual Salary,
         Annual Bonus and/or Director Fees. For these elections to be valid with
         respect to deferrals of Base Annual Salary, Annual Bonus and/or
         Director Fees, the Election Form must be completed and signed by the
         Participant, timely delivered to the Administrator no later than
         December 31 of the year immediately preceding the Plan Year for which
         the deferral election is to be effective and accepted by the
         Administrator. If no such Election Form is timely delivered for a Plan
         Year, the Annual Deferral Amount shall be zero for that Plan Year.

                  (b)      Redeferral. A Participant may annually change his or
         her election to an allowable alternative payout method by submitting a
         new Election Form to the Administrator during such period as may be
         established by the Administrator in its discretion for such elections,
         provided, however, that such change shall not be given any effect
         unless such new Election Form is submitted to and accepted by the
         Administrator in its sole discretion at least thirteen (13) months
         prior to the scheduled payout date of the distribution to be modified.
         The Election Form most recently accepted by the Administrator shall
         govern the payout of the Participant's benefits under the Plan.

         3.2      Minimum Deferrals.

                  (a)      Annual Minimum. For each Plan Year, the annual
         aggregate minimum deferral amount for each Participant is $5,000. If an
         election is made for less than such minimum amount, or if no election
         is made, the amount deferred shall be zero.

                                      -8-
<PAGE>

                  (b)      Short Plan Year. Notwithstanding the foregoing, if a
         Participant first becomes a Participant after the first day of a Plan
         Year, or in the case of the first Plan Year of the Plan itself, the
         minimum Base Annual Salary deferral shall be an amount equal to the
         minimum set forth above, multiplied by a fraction, the numerator of
         which is the number of complete months remaining in the Plan Year and
         the denominator of which is twelve (12).

         3.3      Maximum Deferral. For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, up to 100% of his or her Base
Annual Salary, Annual Bonus and/or Director Fees. A Participant's Annual
Deferral Amount may be automatically reduced if the Administrator determines
that such action is necessary to meet federal or state tax withholding
obligations.

         3.4      Accounts; Crediting of Deferrals. Solely for record keeping
purposes, the Administrator shall establish a Deferral Account, a Company
Contribution Account and a Company Matching Account for each Participant. A
Participant's Accounts shall be credited with the deferrals made by him or her
or on his or her behalf by his or her Employer under this Article 3 and shall be
credited (or charged, as the case may be) with the hypothetical or deemed
investment earnings and losses determined pursuant to Section 3.6, and charged
with distributions made to or with respect to him or her.

                  (a)      Annual Deferral Amounts. For each Plan Year, the Base
         Annual Salary portion of the Annual Deferral Amount shall be withheld
         and credited to the Participant's Deferral Account at the time of each
         regularly scheduled Base Annual Salary payroll in either the
         percentages or dollar amounts specified by the Participant in the
         Election Form, as adjusted from time to time for increases and
         decreases in Base Annual Salary. The Annual Bonus and/or Director Fees
         portion of the Annual Deferral Amount shall be withheld and credited to
         the Participant's Deferral Account at the time the Annual Bonus or
         Director Fees are or otherwise would be paid to the Participant,
         whether or not this occurs during the Plan Year itself.

                  (b)      Annual Company Contribution Amount. For each Plan
         Year, an Employer, in its sole discretion, may, but is not required to,
         credit any amount it desires to any Participant's Company Contribution
         Account under this Plan, which amount shall be for that Participant the
         Annual Company Contribution Amount for that Plan Year. The amount so
         credited to a Participant may be smaller or larger than the amount
         credited to any other Participant, and the amount credited to any
         Participant for a Plan Year may be zero, even though one or more other
         Participants receive an Annual Company Contribution Amount for that
         Plan Year. The Annual Company Contribution Amount, if any, shall be
         credited to Participants' Company Contribution Accounts on the date
         declared by the Employer.

                  (c)      Annual Company Matching Amount. For each Plan Year,
         an Employer, in its sole discretion, may, but is not required to,
         credit any amount it desires to any Participant's Company Matching
         Account under this Plan, which amount shall be for that Participant the
         Annual Company Matching Amount for that Plan Year. The amount so
         credited to a Participant may be smaller or larger than the amount
         credited to any other Participant, and the amount credited to any
         Participant for a Plan Year may be zero, even though one or more other
         Participants receive an Annual Company Contribution Amount for that
         Plan Year. The Annual Company Contribution Amount, if any, shall be
         credited to Participants' Company Matching Accounts on the date
         declared by the Employer.

         3.5      Vesting.

                  (a)      A Participant shall at all times be 100% vested in
         his or her Deferral Account.

                                      -9-
<PAGE>

                  (b)      Employer contributions credited to a Participant's
         Company Contribution Account under Section 3.4(b) of the Plan or to a
         Participant's Company Matching Account under Section 3.4(c) of the Plan
         and any hypothetical or deemed investment earnings and losses
         attributable to these contributions shall become vested or
         nonforfeitable as determined by the Administrator from time to time.
         The vesting schedule may vary among Participants.

                  (c)      In addition, a Participant shall be one hundred
         percent (100%) vested in his or her Company Contribution Account and
         Company Matching Account, including any deemed investment earnings and
         losses attributable to these accounts, immediately prior to the
         effective date of a Change in Control, immediately upon his or her
         death and immediately upon his or her Termination of Employment as a
         result of Disability. In the event of a Participant's Termination of
         Employment, other than by reason of his or her death or Disability,
         prior to the date on which all Employer contributions in such
         Participant's Company Contribution Account and Company Matching Account
         have vested pursuant to this Section 3.5, the unvested portion of such
         Employer contributions shall be forfeited and no Employer or the Plan
         shall be liable for the payment of such unvested amounts under the Plan
         to such Participant. Any amounts credited to a Participant's Company
         Contribution Account and Company Matching Account by his or her
         Employer on his or her behalf which are forfeited by such Participant
         pursuant to the preceding sentence shall cease to be liabilities of the
         Employer or the Plan and such amounts shall be immediately debited from
         the Participant's Company Contribution Account and Company Matching
         Account and credited to such Employer.

         3.6      Earnings Credits or Losses. In accordance with, and subject
to, the rules and procedures that are established from time to time by the
Administrator, in its sole discretion, amounts shall be credited or debited to a
Participant's Account Balance in accordance with the following rules:

                  (a)      Election of Measurement Funds. A Participant, in
         connection with his or her initial deferral election in accordance with
         Section 3.1 above, shall elect, on the Election Form, one or more
         Measurement Fund(s) (as described in Section 3.6(c) below) to be used
         to determine the additional amounts to be credited (or charged, as the
         case may be) to his or her Account Balance, unless changed in
         accordance with the next sentence. The Participant may (but is not
         required to) elect, by submitting an Election Form to the Administrator
         that is accepted by the Administrator, to add or delete one or more
         Measurement Fund(s) to be used to determine the additional amounts to
         be credited (or charged, as the case may be) to his or her Account
         Balance, or to change the portion of his or her Account Balance
         allocated to each previously or newly elected Measurement Fund. If an
         election is made in accordance with the previous sentence, it shall
         become effective as soon as administratively practicable and shall
         continue thereafter until changed in accordance with the previous
         sentence. Changes may be made to allocations at any time during the
         Plan Year.

                  (b)      Proportionate Allocation. In making any election
         described in Section 3.6(a) above, the Participant shall specify on the
         Election Form, in increments of whole percentage points (1%), the
         percentage of his or her Account Balance to be allocated to a
         Measurement Fund (as if the Participant was making an investment in
         that Measurement Fund with that portion of his or her Account Balance).

                  (c)      Measurement Funds. The Administrator shall from time
         to time select types of Measurement Funds and specific Measurement
         Funds for deemed investment designation by Participants for the purpose
         of crediting or charging hypothetical or deemed investment earnings and
         losses to his or her Account Balance, including, without limitation, a
         Company Stock Measurement Fund. As necessary, the Administrator may, in
         its sole discretion, discontinue, substitute or add a Measurement Fund.
         The Administrator shall notify the Participants of the types of
         Measurement Funds and the specific Measurement Funds selected from time
         to time.

                                      -10-
<PAGE>

                  (d)      Crediting or Debiting Method. The performance of each
         elected Measurement Fund (either positive or negative) will be
         determined by the Administrator, in its sole discretion, based on the
         performance of the Measurement Funds themselves. A Participant's
         Account Balance shall be credited or debited as frequently as is
         administratively feasible, but no less often than monthly, based on the
         performance of each Measurement Fund selected by the Participant, as
         determined by the Administrator in its sole discretion.

                  (e)      No Actual Investment. Notwithstanding any other
         provision of this Plan that may be interpreted to the contrary, the
         Measurement Funds are to be used for measurement purposes only, and a
         Participant's election of any such Measurement Fund, the allocation to
         his or her Account Balance thereto, the calculation of additional
         amounts and the crediting or debiting of such amounts to a
         Participant's Account Balance shall not be considered or construed in
         any manner as an actual investment of his or her Account Balance in any
         such Measurement Fund. In the event that the Company or the Trustee (as
         that term is defined in the Trust), in its own discretion, decides to
         invest funds in any or all of the Measurement Funds, no Participant
         shall have any rights in or to such investments themselves. Without
         limiting the foregoing, a Participant's Account Balance shall at all
         times be a bookkeeping entry only and shall not represent any
         investment made on his or her behalf by the Employer or the Trust; the
         Participant shall at all times remain an unsecured creditor of the
         Employers. Any liability of an Employer to any Participant, former
         Participant, or Beneficiary with respect to a right to payment shall be
         based solely upon contractual obligations created by the Plan. The
         Company, the Board, the Administrator, any Employer and any individual
         or entity shall not be deemed to be a trustee of any amounts to be paid
         under the Plan. Nothing contained in the Plan, and no action taken
         pursuant to its provisions, shall create or be construed to create a
         trust of any kind, or a fiduciary relationship, between the Company and
         an Employer and a Participant, former Participant, Beneficiary or any
         other individual or entity. Neither the Company nor any Employer in any
         way guarantees any Participant's Account Balance against loss or
         depreciation, whether caused by poor investment performance, insolvency
         of a deemed investment or by any other event or occurrence. In no event
         shall any Employee, officer, Director or stockholder of the Company or
         any Employer be liable to any individual or entity on account of any
         claim arising by reason of the Plan provisions or any instrument or
         instruments implementing its provisions, or for the failure of any
         Participant, Beneficiary or other individual or entity to be entitled
         to any particular tax consequences with respect to the Plan or any
         credit or payment hereunder.

                  (f)      Company Contribution Accounts. Notwithstanding any
         other provision of this Plan to the contrary, Company Contribution
         Amounts may only be allocated to the Measurement Funds designated by
         the Administrator from time to time, in its sole discretion.

         3.7      Distributions. Any distribution with respect to a
Participant's Account Balance shall be charged to the appropriate account as of
the date such payment is made by the Employer or the trustee of the Trust which
may be established for the Plan.

                                   ARTICLE 4.
                                 DISTRIBUTIONS

         4.1      Fixed Date Payout.

                  (a)      Election of Fixed Date Payout. In connection with
         each Election Form, a Participant may irrevocably elect to receive a
         future "Fixed Date Payout" from the Plan of his or her vested Fixed
         Date Payout Account Balance. Subject to the Deduction Limitation and
         the other terms and conditions of this Plan, each Fixed Date Payout
         elected shall be paid out no earlier than five (5) years from January
         1st of the Plan Year following the Plan Year in which the Annual
         Deferral Amount is actually deferred or the Employer contribution is
         actually credited to the Participant's account, but in no event later
         than the date on which the Participant reaches age

                                      -11-
<PAGE>

         seventy (70) (the "Earliest Fixed Date Payout Date"). By way of
         example, if a five (5) year Fixed Date Payout is elected for Annual
         Deferral Amounts that are deferred in the Plan Year commencing January
         1, 2003, the five (5) year Fixed Date Payout would become payable no
         earlier than January 1, 2009. A Participant shall elect on each
         Election Form on which a Fixed Date Payout is elected to receive the
         Fixed Date Payout Account Balance applicable to such election in a lump
         sum or pursuant to an Annual Installment Method over a period of up to
         fifteen (15) years. If a Participant does not elect to have his or her
         Fixed Date Payout Account Balance paid in accordance with the Annual
         Installment Method, then such benefit shall be payable in a lump sum.
         The lump sum payment shall be made no later than sixty (60) days after
         the last day of any Plan Year designated by the Participant that is
         after the Earliest Fixed Date Payout Date. Any payment made shall be
         subject to the Deduction Limitation.

                  (b)      Redeferrals. A Participant may modify the date on
         which any such Fixed Date Payout is to be paid or revoke a previous
         election with respect thereto by submitting a new Election Form;
         provided that any such modification or revocation shall not be given
         any effect unless such new Election Form is submitted to and accepted
         by the Administrator in its sole discretion at least thirteen (13)
         months prior to the scheduled payout date of the distribution to be
         modified or revoked and any new payout date designated in such form is
         at least two (2) years following the scheduled payout date of the
         distribution to be deferred.

                  (c)      Other Benefits Take Precedence Over Fixed Date Should
         an event occur that triggers a benefit under Section 4.2, 4.3, 4.4, 4.5
         or 4.6, any Fixed Date Payout Account Balance that is subject to a
         Fixed Date Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1 but shall be paid in accordance with the
         other applicable Section.

         4.2      Retirement Benefit.

                  (a)      Retirement Benefit. A Participant who Retires shall
         receive, as a Retirement Benefit, his or her Account Balance. A
         Participant, in connection with his or her commencement of
         participation in the Plan, shall elect on an Election Form to receive
         the Retirement Benefit in a lump sum or pursuant to an Annual
         Installment Method over a period of up to fifteen (15) years. If a
         Participant does not make any election with respect to the payment of
         the Retirement Benefit, then such benefit shall be payable in a lump
         sum. The lump sum payment shall be made, or installment payments shall
         commence, no later than sixty (60) days after the date the Participant
         Retires. Any payment made shall be subject to the Deduction Limitation.

                  (b)      Death Prior to Completion of Retirement Benefit. If a
         Participant dies after Retirement but before the Retirement Benefit is
         paid in full, the Participant's unpaid Retirement Benefit payments
         shall continue and shall be paid to the Participant's Beneficiary in a
         lump sum that is equal to the Participant's unpaid remaining vested
         Account Balance as of the date of the Participant's death. Any lump sum
         payment shall be made no later than sixty (60) days after the date of
         the Participant's death. Any payment made shall be subject to the
         Deduction Limitation.

         4.3      Pre-Retirement Survivor Benefit. If a Participant dies before
he or she receives complete payment of benefits pursuant to this Article IV,
such Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
equal to the Participant's vested Account Balance as of the date of the
Participant's death (after giving effect to any accelerated vesting as a result
of the Participant's death pursuant to Section 3.5). The Pre-Retirement Survivor
Benefit shall be paid to the Participant's Beneficiary in a lump sum. Any lump
sum payment shall be made no later than sixty (60) days after the date of the
Participant's death. Any payment made shall be subject to the Deduction
Limitation.

                                      -12-
<PAGE>

         4.4      Termination Benefit.

                  (a)      Termination Other Than For Cause. If a Participant
         experiences a Termination of Employment for any reason other than as a
         result of a termination by the Company for Cause prior to his or her
         becoming entitled to receive benefits by reason of any other sections
         of this Article IV, such Participant shall receive a Termination
         Benefit, which shall be equal to the Participant's vested Account
         Balance as of the date on which he or she experiences a Termination of
         Employment. A Participant, in connection with his or her commencement
         of participation in the Plan, shall elect on an Election Form to
         receive the Termination Benefit pursuant to this Section 4.4(a) in a
         lump sum or pursuant to an Annual Installment Method over a period of
         up to fifteen (15) years. If a Participant does not make any election
         with respect to the payment of the Termination Benefit pursuant to this
         Section 4.4(a), then such benefit shall be payable in a lump sum. The
         lump sum payment shall be made, or installment payments shall commence,
         no later than sixty (60) days after the date of the Participant
         experiences a Termination of Employment. Any payment made shall be
         subject to the Deduction Limitation.

                  (b)      Termination For Cause. If a Participant experiences a
         Termination of Employment as a result of a termination by the Company
         for Cause prior to his or her becoming entitled to receive benefits by
         reason of any other sections of this Article IV, such Participant shall
         receive a Termination Benefit, which shall be equal to the
         Participant's vested Account Balance as of the date on which he or she
         experiences a Termination of Employment. The Termination Benefit
         pursuant to this Section 4.4(b) shall be paid in a lump sum. The lump
         sum payment shall be made no later than sixty (60) days after the date
         of the Participant's Termination of Employment. Any payment made shall
         be subject to the Deduction Limitation.

         4.5      Disability Benefit. In the event of the Participant's
Termination of Employment as a result of his or her Disability, as determined by
the Administrator, the Participant shall receive a Disability Benefit, which
shall be equal to the Participant's vested Account Balance as of the date on
which he or she experiences a Termination of Employment (after giving effect to
any accelerated vesting as a result of the Participant's Disability pursuant to
Section 3.5). A Participant, in connection with his or her commencement of
participation in the Plan, shall elect on an Election Form to receive the
Disability Benefit in a lump sum or pursuant to an Annual Installment Method
over a period of up to fifteen (15) years; provided, however, that
notwithstanding a Participant's election, the Administrator may decide, in its
sole discretion, the manner in which such Disability Benefit shall be paid. If a
Participant does not make any election with respect to the payment of the
Disability Benefit, then the Participant shall be deemed to have elected to have
the Disability Benefit paid in a lump sum. The lump sum payment shall be made,
or installment payments shall commence, no later than sixty (60) days after the
date the Participant Retires. Any payment made shall be subject to the Deduction
Limitation.

         4.6      Change in Control Benefit.

                  (a)      Change in Control Benefit. The Committee may, in its
         sole discretion, determine that a Participant shall receive a Change in
         Control Benefit, which shall be equal to the Participant's vested
         Account Balance in the event of a Change in Control (after giving
         effect to any accelerated vesting as a result of the Participant's
         Disability pursuant to Section 3.5). A Participant's Change in Control
         Benefit shall be paid in a lump sum. The lump sum payment shall be made
         immediately prior to the Change in Control. Any payment made shall be
         subject to the Deduction Limitation and the Excise Tax Limitation.

                  (b)      Change in Control Benefit to Take Precedence Over
         Other Benefits. Should the Committee decide to pay a Change in Control
         Benefit, any Annual Deferral Amount, plus amounts credited or debited
         thereon, that is subject to an existing payout under Section 4.1, 4.2,
         4.3, 4.4 or 4.5 shall not be paid in accordance with such Article but
         shall be paid in accordance with this Section 4.6.

                                      -13-
<PAGE>

                                   ARTICLE 5.
            UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

         5.1      Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies. If a Participant experiences an Unforeseeable Financial Emergency,
the Participant may petition the Administrator to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or full
payout from the Plan. The payout shall not exceed the lesser of the
Participant's vested Account Balance, calculated as if such Participant were
receiving a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. If, subject to the sole discretion of the
Administrator, the petition for a suspension and/or payout is approved,
suspension shall take effect upon the date of approval and any payout shall be
made within sixty (60) days of the date of approval. The payment of any amount
under this Section 5.1 shall be subject to the Deduction Limitation. Once the
payout is paid, the Participant shall not be eligible to participate in the Plan
for the remainder of the Plan Year during which the payout is paid and the
subsequent Plan Year.

         5.2      Withdrawal Election. A Participant (or, after a Participant's
death, his or her Beneficiary) may elect, at any time, to withdraw all or a
portion of his or her vested Account Balance, calculated as if there had
occurred a Termination of Employment as of the day of the election, less a
withdrawal penalty equal to ten percent (10%) of such amount (the net amount
shall be referred to as the "Withdrawal Amount"). This election can be made at
any time. The Participant (or his or her Beneficiary) shall make this election
by giving the Administrator advance written notice of the election in a form
determined from time to time by the Administrator. The Participant (or his or
her Beneficiary) shall be paid the Withdrawal Amount within sixty (60) days of
his or her election. Once the Withdrawal Amount is paid, the Participant's
participation in the Plan shall terminate and the Participant shall not be
eligible to participate in the Plan for the remainder of the Plan Year during
which the Withdrawal Amount is paid and the subsequent Plan Year. The payment of
this Withdrawal Amount shall be subject to the Deduction Limitation.

                                   ARTICLE 6.
                            BENEFICIARY DESIGNATION

         6.1      Beneficiary. Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary upon
the death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other plan
of an Employer in which the Participant participates.

         6.2      Beneficiary Designation; Change. A Participant shall designate
his or her Beneficiary by completing and signing the Beneficiary Designation
Form, and returning it to the Administrator or its designated agent. A
Participant shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the Beneficiary Designation Form and
the Administrator's rules and procedures, as in effect from time to time. Upon
the acceptance by the Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Administrator
shall be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Administrator prior to his or her death.

         6.3      No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided in Sections 6.1 and 6.2 above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to be
paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant's estate.

                                      -14-
<PAGE>

         6.4      Doubt as to Beneficiary. If the Administrator has any doubt as
to the proper Beneficiary to receive payments pursuant to this Plan, the
Administrator shall have the right, exercisable in its discretion, to cause the
Participant's Employer to withhold such payments until this matter is resolved
to the Administrator's satisfaction.

         6.5      Discharge of Obligations. The payment of benefits under the
Plan to a Beneficiary shall fully and completely discharge all Employers and the
Administrator from all further obligations under this Plan with respect to the
Participant, and that Participant's Election Form shall terminate upon such full
payment of benefits.

                                   ARTICLE 7.
                                LEAVE OF ABSENCE

         7.1      Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with Section 3.4.

         7.2      Unpaid Leave of Absence; Disability Leave. If a Participant is
authorized by the Participant's Employer for any reason to take an unpaid leave
of absence from the employment of the Employer, or if a Participant is on leave
of absence as a result of his or her disability, the Participant shall continue
to be considered employed by the Employer and the Participant shall be excused
from making deferrals until the earlier of the date the leave of absence expires
or the Participant returns to a paid employment status. Upon such expiration or
return, deferrals shall resume for the remaining portion of the Plan Year in
which the expiration or return occurs, based on the deferral election, if any,
made for that Plan Year. If no election was made for that Plan Year, no deferral
shall be withheld.

                                   ARTICLE 8.
                     TERMINATION, AMENDMENT OR MODIFICATION

         8.1      Termination. Although each Employer anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
any Employer will continue the Plan or will not terminate the Plan at any time
in the future. Accordingly, each Employer reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the Plan at any time with respect to
any or all of its participating Employees and Non-Employee Directors, by action
of its board of directors or similar governing body. Upon the termination of the
Plan with respect to any Employer, the participation of the affected
Participants who are employed by that Employer, or in the service of that
Employer as Directors, shall terminate and their Account Balances, determined as
if they had experienced a Termination of Employment on the date of Plan
termination or, if Plan termination occurs after the date upon which a
Participant was eligible to Retire, then with respect to that Participant as if
he or she had Retired on the date of Plan termination, shall be paid to the
Participants in a lump sum within sixty (60) days following the plan
termination. The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination; provided, however, that
the Employer shall have the right to accelerate installment payments without a
premium or prepayment penalty by paying the Account Balance in a lump sum or
pursuant to an Annual Installment Method using fewer years (provided that the
present value of all payments that will have been received by a Participant at
any given point of time under the different payment schedule shall equal or
exceed the present value of all payments that would have been received at that
point in time under the original payment schedule).

         8.2      Amendment. An Employer may, at any time, amend or modify the
Plan in whole or in part with respect to that Employer by the action of its
board of directors or similar governing body; provided, however, that no
amendment or modification shall be effective to decrease or restrict the value
of a Participant's Account Balance in existence at the time the amendment or
modification is made,

                                      -15-
<PAGE>

calculated as if the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the Participant was eligible to
Retire, the Participant had Retired as of the effective date of the amendment or
modification. The amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of benefits
under the Plan as of the date of the amendment or modification; provided,
however, that the Employer shall have the right to accelerate installment
payments by paying the Account Balance in a lump sum or pursuant to an Annual
Installment Method using fewer years (provided that the present value of all
payments that will have been received by a Participant at any given point of
time under the different payment schedule shall equal or exceed the present
value of all payments that would have been received at that point in time under
the original payment schedule). Notwithstanding any provisions of this Section
8.2 to the contrary, the Committee may amend the Plan at any time, in any
manner, if the Committee determines any such amendment is required to ensure
that the Plan is characterized as providing deferred compensation for a select
group of management or highly compensated employees and as described in ERISA
Sections 201(2), 301(a)(3) and 401(a)(1) or to otherwise conform the Plan to the
provisions of any applicable law, including ERISA and the Code.

         8.3      Effect of Payment. The full payment of the applicable benefit
under Article 4 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan.

                                   ARTICLE 9.
                                 ADMINISTRATION

         9.1      Administrator Duties. The Committee appointed pursuant to
Section 9.3 shall be the Administrator and shall conduct the general
administration of the Plan in accordance with the Plan and shall have all the
necessary power and authority to carry out that function. Members of the
Administrator may be Participants under this Plan. Any individual serving on the
Administrator who is a Participant shall not vote or act on any matter relating
solely to himself or herself. Among the Committee's necessary powers and duties
are the following:

                  (a)      Except to the extent provided otherwise by Article
         12, to delegate all or part of its function as Administrator to others
         and to revoke any such delegation.

                  (b)      To determine questions of eligibility of Participants
         and their entitlement to benefits, subject to the provisions of
         Articles 10 and 12.

                  (c)      To select and engage attorneys, accountants,
         actuaries, trustees, appraisers, brokers, consultants, administrators,
         physicians or other persons to render service or advice with regard to
         any responsibility the Administrator has under the Plan, or otherwise,
         to designate such persons to carry out fiduciary responsibilities
         (other than trustee responsibilities) under the Plan, and (with the
         Committee, the Employers and their officers, directors, trustees and
         Employees) to rely upon the advice, opinions or valuations of any such
         persons, to the extent permitted by law, being fully protected in
         acting or relying thereon in good faith.

                  (d)      To interpret the Plan for purpose of the
         administration and application of the Plan, in a manner not
         inconsistent with the Plan or applicable law and to amend or revoke any
         such interpretation.

                  (e)      To conduct claims procedures as provided in Article
         10.

         9.2      Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in connection with
the administration, interpretation and application of the

                                      -16-
<PAGE>

Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.

         9.3      Committee. The Committee shall consist solely of two or more
Non-Employee Directors appointed by and holding office at the pleasure of the
Board, each of whom is both a "non-employee director" as defined by Rule 16b-3
and an "outside director" for purposes of Section 162(m) of the Code.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled by the Board.

         9.4      Indemnification. All Employers shall indemnify and hold
harmless any of their officers, Directors, Committee members or Employees who
are involved in the administration of the Plan against any and all claims,
losses, damages, expenses or liabilities arising out of the good faith
performance of their administrative functions.

         9.5      Employer Information. To enable the Administrator to perform
its functions, each Employer shall supply full and timely information to the
Administrator on all matters relating to the compensation of its Participants,
the date and circumstances of the Retirement, Disability, death or Termination
of Employment of its Participants, and such other pertinent information as the
Administrator may reasonably require.

                                  ARTICLE 10.
                               CLAIMS PROCEDURES

         10.1     Presentation of Claim. Any Participant or Beneficiary of a
deceased Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Administrator a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. The claim must state with particularity the determination desired by
the Claimant.

         10.2     Notification of Decision. The Administrator shall consider a
Claimant's claim within a reasonable time, and shall notify the Claimant in
writing:

                  (a)      that the Claimant's requested determination has been
         made, and that the claim has been allowed in full; or

                  (b)      that the Administrator has reached a conclusion
         contrary, in whole or in part, to the Claimant's requested
         determination, and such notice must set forth in a manner calculated to
         be understood by the Claimant:

                           (i)      the specific reason(s) for the denial of the
                                    claim, or any part of it;

                           (ii)     specific reference(s) to pertinent
                                    provisions of the Plan upon which such
                                    denial was based;

                           (iii)    a description of any additional material or
                                    information necessary for the Claimant to
                                    perfect the claim, and an explanation of why
                                    such material or information is necessary;
                                    and

                           (iv)     an explanation of the claim review procedure
                                    set forth in Section 10.3 below, including a
                                    statement of the Claimant's right to bring a
                                    civil action under Section 502(a) of ERISA
                                    following an adverse decision on review.

                                      -17-
<PAGE>

                  The notice of denial shall be given within a reasonable time
period but no later than ninety (90) days after the claim is filed, unless
special circumstances require an extension of time for processing the claim. If
such extension is required, written notice shall be furnished to the Claimant
within ninety (90) days of the date the claim was filed stating the special
circumstances requiring an extension of time and the date by which a decision on
the claim can be expected, which shall be no more than one hundred eighty (180)
days from the date the claim was filed.

         10.3     Review of a Denied Claim. Within sixty (60) days after
receiving a notice from the Administrator that a claim has been denied, in whole
or in part, a Claimant (or the Claimant's duly authorized representative) may
file with the Administrator a written request for a review of the denial of the
claim. Thereafter, but not later than thirty (30) days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):

                  (a)      may review and/or copy, free of charge, pertinent
                           documents, records and other information relevant to
                           the Claimant's claim;

                  (b)      may submit issues, written comments or other
                           documents, records and information relating to the
                           claim; and/or

                  (c)      may request a hearing, which the Administrator, in
                           its sole discretion, may grant.

         10.4     Decision on Review. The Administrator shall render its
decision on review promptly, and not later than sixty (60) days after the filing
of a written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Administrator's
decision must be rendered within one hundred twenty (120) days after such date.
Such decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:

                  (a)      specific reasons for the decision;

                  (b)      specific reference(s) to the pertinent Plan
         provisions upon which the decision was based;

                  (c)      a statement that the Claimant is entitled to receive
         upon request and free of charge reasonable access to and copies of all
         documents, records and other information relevant to the Claimant's
         claim for benefits;

                  (d)      a statement of the Claimant's right to bring a civil
         action under Section 502(a) of ERISA following an adverse decision on
         review; and

                  (e)      such other matters as the Administrator deems
         relevant.

         10.5     Designation. The Administrator may designate any other person
of its choosing to make any determination otherwise required under this Article.

         10.6     Arbitration.

                  (a)      A Claimant whose appeal has been denied under Section
         10.4 shall have the right to submit said claim to final and binding
         arbitration before a single arbitrator in San Diego, California,
         pursuant to the rules of the American Arbitration Association. Any such
         requests for arbitration must be filed by written demand to the
         American Arbitration Association within sixty (60) days after receipt
         of the decision regarding the appeal. The arbitrator's decision shall
         be final and binding upon the parties, and may be entered and enforced
         in any court of competent jurisdiction by either of the parties;
         provided, however, that the arbitrator shall not have any power to
         alter, amend, modify or change any of the terms of this Plan nor to
         grant any remedy

                                      -18-
<PAGE>

         which is either prohibited by the terms of this Plan or not available
         in a court of law. The arbitrator shall have the power to grant
         temporary, preliminary and permanent relief, including without
         limitation, injunctive relief and specific performance.

                  (b)      The Company will pay the direct costs and expenses of
         the arbitration. The Claimant and the Company are responsible for their
         respective attorneys' fees incurred in connection with the arbitration;
         however, to the extent permitted by law, the arbitrator may, in his or
         her discretion, award reasonable attorneys' fees to the prevailing
         party.

                                  ARTICLE 11.
                                     TRUST

         11.1     Establishment of the Trust. The Company shall establish the
Trust. All benefits payable under this Plan to a Participant shall be paid
directly by the Employer(s) from the Trust. To the extent that such benefits are
not paid from the Trust, the benefits shall be paid from the general assets of
the Employer(s). The Trust, if any, shall be an irrevocable grantor trust which
conforms to the terms of the model trust as described in IRS Revenue Procedure
92-64, I.R.B. 1992-33. The assets of the Trust are subject to the claims of each
Employer's creditors in the event of its insolvency. Except as provided under
the Trust agreement, neither the Company nor an Employer shall be obligated to
set aside, earmark or escrow any funds or other assets to satisfy its
obligations under this Plan, and the Participant and/or his or her designated
Beneficiaries shall not have any property interest in any specific assets of the
Company or an Employer other than the unsecured right to receive payments from
the Employer, as provided in this Plan.

         11.2     Interrelationship of the Plan and the Trust. The provisions of
the Plan shall govern the rights of a Participant to receive distributions
pursuant to the Plan. The provisions of the Trust shall govern the rights of the
Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall at all times remain liable to
carry out its obligations under the Plan.

         11.3     Investment of Trust Assets. The Trustee of the Trust shall be
authorized, upon written instructions received from the Administrator or
investment manager appointed by the Administrator, to invest and reinvest the
assets of the Trust in accordance with the applicable Trust Agreement, including
the disposition of Stock and reinvestment of the proceeds in one or more
investment vehicles designated by the Administrator.

         11.4     Distributions From the Trust. Each Employer's obligations
under the Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the Employer's
obligations under this Plan.

                                  ARTICLE 12.
                     PROVISIONS RELATING TO SECURITIES LAWS

         12.1     Designation of Participants. With respect to any Employee or
Non-Employee Director who is then subject to Section 16 of the Exchange Act,
only the Committee may designate such Employee or Non-Employee Director as a
Participant in the Plan.

         12.2     Action by Committee. With respect to any Participant who is
then subject to Section 16 of the Exchange Act, any function of the
Administrator under the Plan relating to such Participant shall be performed
solely by the Committee, if and to the extent required to ensure the
availability of an exemption under Section 16 of the Exchange Act for any
transaction relating to such Participant under the Plan.

                                      -19-
<PAGE>

         12.3     Compliance with Section 16. Notwithstanding any other
provision of the Plan or any rule, instruction, election form or other form, the
Plan and any such rule, instruction or form shall be subject to any additional
conditions or limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are
requirements for the application of such exemptive rule. To the extent permitted
by applicable law, such provision, rule, instruction or form shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.

                                  ARTICLE 13.
                                 MISCELLANEOUS

         13.1     Status of Plan. The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
shall be administered and interpreted to the extent possible in a manner
consistent with that intent.

         13.2     Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of any Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.

         13.3     Employer's Liability. An Employer's liability for the payment
of benefits shall be defined only by the Plan and the Election Form(s), as
entered into between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and his or her Election Form(s).

         13.4     Nonassignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise. The benefits which a Participant may accrue
under this Plan are not subject to the terms of any Qualified Domestic Relations
Order (as that term is defined in Section 414(p) of the Code) with respect to
any Participant, and the Administrator, the Board, the Committee, the Company
and any Employer shall not be required to comply with the terms of such order in
connection with this Plan. Notwithstanding the foregoing, the withholding of
taxes from Plan payments, the recovery of Plan overpayments of benefits made to
a Participant or Beneficiary, the transfer of Plan benefit rights from the Plan
to another plan, or the direct deposit of Plan payments to an account in a
financial institution (if not actually a part of an arrangement constituting an
assignment or alienation) shall not be construed as an assignment or alienation
under this Section 13.4 and shall be permitted under the Plan.

         13.5     Tax Withholding.

                  (a)      Annual Deferral Amounts. For each Plan Year in which
         an Annual Deferral Amount is being withheld from a Participant, the
         Participant's Employer(s) shall be entitled to require payment by the
         Participant of any sums required by federal, state or local tax law to
         be withheld with respect to the deferral, in amounts and in a manner to
         be determined in the sole discretion of the Employer.

                                      -20-
<PAGE>

                  (b)      Company Matching Amounts and Company Contribution
         Amounts. When a Participant becomes vested in a portion of his or her
         Company Matching Account and/or Company Contribution Account, the
         Participant's Employer(s) shall be entitled to require payment by the
         Participant of any sums required by federal, state or local tax law to
         be withheld with respect to the deferral, in amounts and in a manner to
         be determined in the sole discretion of the Employer.

                  (c)      Distributions. The Participant's Employer(s), or the
         trustee of the Trust, shall withhold from any payments made to a
         Participant under this Plan all federal, state and local income,
         employment and other taxes required to be withheld by the Employer(s),
         or the trustee of the Trust, in connection with such payments, in
         amounts and in a manner to be determined in the sole discretion of the
         Employer(s) and the trustee of the Trust.

                  (e)      Satisfaction of Tax Obligations. The Administrator,
         in its sole discretion, may allow a Participant to pay to his or her
         Employer any amounts required to be withheld by the Employer in
         connection with the Plan in cash, by deduction of such amounts from
         other compensation payable to the Participant, or to have such amounts
         withheld from his or her deferrals, vested Account Balance or
         distributions.

         13.6     Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in addition to any
other benefits available to such Participant under any other plan or program for
employees of the Participant's Employer. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.

         13.7     Compliance. A Participant shall have no right to receive
payment with respect to the Participant's Account Balance until all legal and
contractual obligations of the Employers relating to establishment of the Plan
and the making of such payments shall have been complied with in full.

         13.8     Not a Contract of Employment. The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in this Plan shall
be deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to interfere with the right of
any Employer to discipline or discharge the Participant at any time.

         13.9     Furnishing Information. A Participant or his or her
Beneficiary will cooperate with the Administrator by furnishing any and all
information requested by the Administrator and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including but not limited to taking such physical
examinations as the Administrator may deem necessary.

         13.10    Governing Law. Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of California without regard to its conflicts of laws principles.

         13.11    Notice. Any notice or filing required or permitted to be given
to the Administrator under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:

                           Chief Financial Officer

                                      -21-
<PAGE>

                           Neurocrine Biosciences, Inc.
                           10555 Science Center Drive
                           San Diego, CA 92121

                           with a copy to:

                           Secretary
                           Neurocrine Biosciences, Inc.
                           10555 Science Center Drive
                           San Diego, CA 92121

         Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant.

         13.12    Successors. The provisions of this Plan shall bind and inure
to the benefit of the Participant's Employer and its successors and assigns and
the Participant and the Participant's designated Beneficiaries.

         13.13    Spouse's Interest. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse's will, nor shall such interest
pass under the laws of intestate succession.

         13.14    Validity. In case any provision of this Plan shall be illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted herein.

         13.15    Incompetent. If the Administrator determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person's property, the Administrator may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Administrator may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit shall be a
payment for the account of the Participant and the Participant's Beneficiary, as
the case may be, and shall be a complete discharge of any liability under the
Plan for such payment amount.

         13.16    Court Order. The Administrator is authorized to make any
payments directed by court order in any action in which the Plan or the
Administrator has been named as a party. In addition, if a court determines that
a spouse or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or otherwise,
the Administrator, in its sole discretion, shall have the right, notwithstanding
any election made by a Participant, to immediately distribute the spouse's or
former spouse's interest in the Participant's benefits under the Plan to that
spouse or former spouse.

         13.17    Distribution in the Event of Taxation.

                  (a)      In General. If, for any reason, all or any portion of
         a Participant's benefits under this Plan becomes taxable to the
         Participant prior to receipt, a Participant may petition the
         Administrator for a distribution of that portion of his or her benefit
         that has become taxable. Upon the grant of such a petition, which grant
         shall not be unreasonably withheld, a Participant's Employer shall
         distribute to the Participant immediately available funds in an amount
         equal to the

                                      -22-
<PAGE>

         taxable portion of his or her benefit (which amount shall not exceed a
         Participant's unpaid Account Balance under the Plan). If the petition
         is granted, the tax liability distribution shall be made within ninety
         (90) days of the date when the Participant's petition is granted. Such
         a distribution shall affect and reduce the benefits to be paid under
         this Plan.

                  (b)      Trust. If the Trust terminates in accordance with the
         provisions of the Trust and benefits are distributed from the Trust to
         a Participant in accordance with such provisions, the Participant's
         benefits under this Plan shall be reduced to the extent of such
         distributions.

         13.18    Insurance. The Employers, on their own behalf or on behalf of
the trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in such
forms as the Trust may choose. The Employers or the trustee of the Trust, as the
case may be, shall be the sole owner and beneficiary of any such insurance. The
Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers shall submit to medical examinations and
supply such information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for insurance.

         IN WITNESS WHEREOF, the Company has signed this Plan document as of
August 5, 2003.

                            Neurocrine Biosciences, Inc., a Delaware corporation

                            By:  /s/ Paul W. Hawran
                                ---------------------

                            Title:  Executive Vice President and
                                    Chief Financial Officer
                                   ------------------------------
                                      -23-

</TEXT>
</DOCUMENT>
