EXCESS BENEFIT RETIREMENT PLANT

Exhibit 10.28



BEHRINGER MANNHEIM U.S. HOLDINGS, INC. EXCESS BENEFIT RETIREMENT PLAN (Effective as of January 1, 1991)



Article I. Establishment of the Plan



1.1 Establishment and Restatement. Boehringer Mannheim U.S. Holdings, Inc. (the "Company") hereby establishes an excess benefits plan on behalf of the Company, its subsidiaries, and other affiliated corporations (collectively, the "Employers"). Such plan is hereby adopted, effective as of January 1, 1991, and shall to be known as the "Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit Retirement Plan" (the "Plan").



1.2 Purpose of Plan. The Company sponsors the Boehringer Mannheim U.S. Holdings, Inc. Retirement Income Plan (the "RIP Plan"), for the benefit of U.S. employees of the Employers and their beneficiaries. The RIP Plan is intended to operate as a "qualified plan" as that term is defined under the Internal Revenue Code (the "Code").



The RIP Plan is subject to limitations under section 415 of the Code that sometimes result in the diminution of allocations on behalf of certain employees. This Plan is established to offset this diminution for eligible employees, is intended as an unfunded excess benefit plan as defined in section 3(36) of ERISA, and is fully exempt from the provisions of ERISA pursuant to section 4(b)(5) thereof. ARTICLE II. DEFINITIONS AND CONSTRUCTION



2.1 Definitions. Whenever the following terms are used in this Plan, they shall have the meaning specified unless a contrary intention is specifically and clearly indicated. (a) "Administrative Committee" means the committee designated by the Board

to administer the RIP Plan. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as it may be amended

from time to time. Reference to a section of the Code shall also include

any comparable provision of the Code that supercedes said section. (d) "Company" means Boehringer Mannheim U.S. Holdings, Inc., an Indiana

corporation, or any successor corporation resulting from a merger or

consolidation with the Company or transfer of substantially all of the

assets of the Company. (e) "Employer" means the Company and any other entity which is an "Employer"

as that term is defined in the RIP Plan. (f) "Participant" means an employee of an Employer who has met the

participation requirements set forth in section 4.1 of the Plan. (g) "Plan" means this Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit



2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender shall include the feminine and neuter genders; the plural shall include the singular and the singular shall include the plural.



2.3 Employment Rights. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the employment of an Employer or to any benefits not specifically provided by the Plan.





2.4 Applicable Law. This Plan provides benefits limited by Section 415 of the Code; therefore, it is fully exempt from the provisions of ERISA pursuant to Section 4(b)(5) thereof and shall be governed and construed in accordance with the laws of the State of Indiana. Article III. Administration



3.1 Administration. Except as specifically provided elsewhere in the Plan, the Administrative Committee shall have all such powers as may be necessary to carry out the provisions of the Plan and the transaction of the Plan's business. The authority granted under this Article shall be subject to the right of the Board to amend or terminate the Plan, as provided in section 8.1.



3.2 Finality of Determination. The determination of the Administrative Committee as to any disputed questions arising under this Plan, including questions of construction and interpretation shall be final, binding, and conclusive upon all persons.



3.3 Indemnification and Exculpation. The members of the Administrative Committee, their agents and officers, and employees of the Company shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company's written approval) or paid by them in satisfaction of a judgment in any such action, suit or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person's gross negligence or willful misconduct.



3.4 Self Interest. A member of the Administrative Committee who is also a Participant shall not vote on any question relating specifically to himself. Article IV. Participation and Benefits



4.1 Participation. An employee will become eligible to participate in this Plan on the first day of a year following any calendar year in which the amounts allocable to his account under the RIP Plan are limited by the defined contribution limit under section 415(c)(1) of the Code.



4.2 Establishment of Accounts. The Company shall establish an account on its books on behalf of each Participant in this Plan. A Participant's account will be credited with the employer contribution that would have been credited to his account under the RIP Plan if the contributions to the RIP Plan we ...