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Supplemental Savings Plan As Amended And Restated

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: January 01, 2004
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Exhibit 10.55 BIOGEN IDEC INC. SUPPLEMENTAL SAVINGS PLAN (Plan Provisions as in Effect on January 1, 2008)


TABLE OF CONTENTS Page ARTICLE 1 INTRODUCTION 1 1.1 Purpose and Effective Date 1 ARTICLE 2 DEFINITIONS 1 2.1 401(k) restoration 1 2.2 Applicable compensation 1 2.3 Base salary 1 2.4 Biogen Idec 1 2.5 Biogen SERP 1 2.6 Board 1 2.7 Bonus 1 2.8 Change in Control 1 2.9 Code 2 2.10 Committee 2 2.11 Compensation Committee 2 2.12 Disability 2 2.13 Employee 2 2.14 Employer 2 2.15 ERISA 2 2.16 Excess applicable compensation 2 2.17 Participant 2 2.18 Plan 2 2.19 Plan year 2 2.20 Prior plan 3 2.21 Savings Plan 3 2.22 Service 3 2.23 Transition credit 3 2.24 Voluntary deferred compensation 3 2.25 Years of service 3 ARTICLE 3 PARTICIPATION 3 3.1 Eligibility and Participation 3 3.2 End of Participation 4 ARTICLE 4 VOLUNTARY DEFERRALS BY PARTICIPANTS; EMPLOYER CREDITS 4 4.1 401(k) Restoration 4 4.2 Voluntary Deferrals 4 4.3 Transition Credit 5 4.4 Election Procedures 5 ARTICLE 5 PARTICIPANT ACCOUNTS 7 5.1 Participant Accounts 7 5.2 Participant' s Account Value 7 5.3 Vesting 10 ARTICLE 6 DISTRIBUTIONS TO PARTICIPANT 10 6.1 Distributions for Unforeseeable Emergency 10 6.2 Distribution Upon Change in Control 11 6.3 In-Service Distribution(s) at a Time Specified by Participant 11 6.4 Distribution upon Death of a Participant 11 6.5 Distribution upon Participant' s Termination of Employment 12 6.6 Installment Distributions in Certain Cases 12 6.7 Certain Other Distributions 13


Page 6.8 Delay in Distributions 13 6.9 Compliance with Code Section 409A 13 ARTICLE 7 MISCELLANEOUS 13 7.1 Amendment or Termination of Plan 13 7.2 Benefits Not Currently Funded 14 7.3 No Assignment 14 7.4 Effect of Change in Control 15 7.5 Responsibilities and Authority of Committee 15 7.6 Limitation on Rights Created by Plan 15 7.7 Tax Withholding 15 7.8 Text Controls 16 7.9 Applicable State Law 16 7.10 Paperless Administration 16 APPENDIX A A-l APPENDIX B B-l


ARTICLE 1
INTRODUCTION 1.1 Purpose and Effective Date . The purpose of this plan is to provide certain key executives and managers of Biogen Idec (or its subsidiaries) with additional tax-deferred savings opportunities supplementing those available under the Savings Plan. This plan allows certain eligible participants to make voluntary deferrals from base salary or bonus if elected by a participant. In addition, certain participants whose compensation exceeds the Code Section 401(a)(17) limit applicable to the Savings Plan will receive an employer 401(k) restoration credit in accordance with Section 4.1, and certain participants received transition credits in accordance with Section 4.3. This plan also contains certain account balances or benefits previously maintained under the amended and restated IDEC Pharmaceuticals Corporation Deferred Compensation Plan, the Biogen, Inc. Voluntary Executive Supplemental Savings Plan, and the Biogen, Inc. Supplemental Executive Retirement Plan. This amended and restated plan document is effective as of January 1, 2005, except as otherwise specified. Certain historical information about the plan and any amendments thereto is set forth in Appendix A. ARTICLE 2
DEFINITIONS This section contains definitions of certain terms used in the plan. Where the context so requires, the masculine includes the feminine, the singular includes the plural, and the plural includes the singular. 2.1 401(k) restoration means that component of the plan under which an eligible participant' s account will receive an employer 401(k) restoration credit under Section 4.1 with respect to applicable compensation in excess of the limit imposed by Section 401(a)(17) of the Code. 2.2 Applicable compensation shall have the same meaning as in the Savings Plan except that applicable compensation under this plan shall also include voluntary deferrals made under Section 4.2 in addition to other salary reductions included in applicable compensation under the Savings Plan. 2.3 Base salary means the base salary established for any participant by his employer as in effect from time to time; the entire amount of a participant' s base salary will be taken into account in accordance with the terms of this plan without regard to any dollar limitation on applicable compensation that may be imposed under the Savings Plan; base salary includes all components of a participant' s applicable compensation other than bonus. 2.4 Biogen Idec means Biogen Idec Inc., a Delaware corporation, or any successor to it or to all or the major portion of its assets or business which assumes the obligations of Biogen Idec Inc. under this plan. 2.5 Biogen SERP means the Biogen, Inc. Supplemental Executive Retirement Plan, as in effect immediately prior to January 1, 2004 (or other date of transfer referred to in Section 3.l(c)). 2.6 Board means the Board of Directors of Biogen Idec. 2.7 Bonus means the amount of compensation paid to a participant in addition to his base salary and designated as such participant' s bonus by his employer; the entire amount of any such bonus will be taken into account in accordance with the terms of this plan without regard to any dollar limitation on applicable compensation that may be imposed under the Savings Plan. 2.8 Change in Control (a) For purposes of Section 5.3(f) and Section 7.4, a change in control means a " Corporate Change in Control" or a " Corporate Transaction" as each is defined in the Biogen Idec 2005 Omnibus Equity Plan.

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(b) For purposes of Section 4.4(b) and Section 6.2, a change in control means (i) the acquisition by a person or group of stock of Biogen Idec that, together with stock previously held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of Biogen Idec; (ii) a change in the effective control of Biogen Idec resulting from either the acquisition by any person or group during a 12-month period of stock of Biogen Idec possessing 30 percent or more of the total voting power of Biogen Idec stock; or the replacement of a majority of the members of the Board during any 12-month period by directors whose appointment or election was not endorsed by a majority of the members of the Board in office immediately before the start of such 12-month period; or (iii) the acquisition by any person or group (during any 12-month period) of assets having a gross fair market value equal to or greater than 40 percent of the total gross fair market value of all assets of Biogen Idec. This subsection (b) and terms used herein will be interpreted in accordance with the regulations under Code Section 409A relating to a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation. This subsection 2.8(b) is effective as of the date of execution of this amended and restated plan document. 2.9 Code means the Internal Revenue Code of 1986, as amended, or any successor statute enacted in its place. Reference to any provision of the Code includes reference to any successor provision thereto. 2.10 Committee means the committee designated by the Board to administer this Plan. 2.11 Compensation Committee means the Compensation and Management Development Committee of the Board (or any successor committee, however named, carrying out its functions). 2.12 Disability means " disability" as defined under the long-term disability program of Biogen Idec or another employer covering a participant, or, if no such program is in effect with respect to such participant, then " disability" means " total and permanent disability" as defined in Code Section 22(e)(3). 2.13 Employee means a person who is classified as a regular, common law employee of Biogen Idec (or other employer) under the regular personnel classifications and practices of his employer. An individual will not be considered an employee for purposes of this plan if the individual is classified as a consultant or contractor under Biogen Idec' s (or other employer' s) regular personnel classifications and practices or he is a party to an agreement to provide services to Biogen Idec (or other employer) without participating in this plan, notwithstanding that such individual may be treated as a common law employee for payroll tax or other legal purposes. 2.14 Employer means Biogen Idec and each direct or indirect subsidiary or other affiliate of Biogen Idec that employs persons who are or may be eligible to participate in this plan. 2.15 ERISA means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute enacted in its place. Reference to any provision of ERISA includes reference to any successor provision thereto. 2.16 Excess applicable compensation means, for any plan year, the amount of a participant' s applicable compensation in excess of the limitation under Section 401(a)(17) of the Code applicable to such year and which therefore could not be considered under the Savings Plan. 2.17 Participant means an employee of Biogen Idec (or other employer) who is eligible to participate in this plan in accordance with Section 3.1 and who has an account described in Section 5.1 or for whom an amount has been transferred to this plan from a prior plan or from the Biogen SERP. 2.18 Plan means the Biogen Idec Inc. Supplemental Savings Plan, as set forth in this plan instrument, and as it may be amended from time to time. 2.19 Plan year means the 12-month periods commencing on January 1, 2005 and on each subsequent January 1 while the plan remains in effect.

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2.20 Prior plan means the amended and restated IDEC Pharmaceuticals Corporation Deferred Compensation Plan and the Biogen, Inc. Voluntary Executive Supplemental Savings Plan, each as in effect immediately prior to January 1, 2004 (or other date of transfer referred to in Section 3.1(c)). 2.21 Savings Plan means the Biogen Idec 401(k) Savings Plan, as amended from time to time. Any term defined in the Savings Plan will have the same meaning when used in this plan unless otherwise defined herein. 2.22 Service means the sum of a participant' s employment (a) with Biogen Idec since November 12, 2003 and (b) with either Biogen, Inc. or IDEC Pharmaceuticals Corporation prior to November 12, 2003 (including in each case service with any subsidiary or other affiliate of such entity). 2.23 Transition credit means an amount credited by Biogen Idec to a participant' s account under this plan that is equal to (a) the additional amount that would be contributed on behalf of the participant under the Savings Plan, as determined under Appendix C of the Savings Plan but without regard to the nondiscrimination limits or the Code Section 401(a)(17) or Code Section 415 limits that restrict additions to the participant' s account(s) under the Savings Plan, reduced by (b) the amount of the actual additional contribution on the participant' s behalf to the Savings Plan in accordance with Appendix C thereof. 2.24 Voluntary deferred compensation means that component of the plan which permits an eligible participant to defer from 1% to 80% of his base salary and from 1% to 100% of his bonus in accordance with Section 4.2. 2.25 Years of service means full years of completed continuous service as a regular employee, determined in accordance with the personnel policies and practices of a participant' s employer. ARTICLE 3
PARTICIPATION 3.1 Eligibility and Participation. (a) Voluntary Deferred Compensation. An employee (i) who has the job title of Senior Director or Vice President or more senior officer of Biogen Idec (or another employer) or (ii) who is designated as eligible by the Compensation Committee will be eligible to be a participant in the voluntary deferred compensation component of the plan. Participation in this component of the plan is voluntary and no eligible employee will be required to participate. (b) Transition Credit. An employee (i) whose " additional employer contribution" as determined under Appendix C of the Savings Plan was limited because of limits on compensation, limits on annual additions or nondiscrimination requirements applicable to qualified plans under the Code and (ii) who was designated by the committee (either individually or by class) is eligible to be a participant in the transition contribution component of this plan (see Section 4.3). (c) Prior Plans and Biogen SERP. Each employee who is not eligible to be a participant under subsection (a) or (b) above or (d) below, or who is eligible but declines to participate under subsection (a) above, but who was a prior plan participant and/or Biogen SERP participant and whose prior plan and/or Biogen SERP account balance (or supplemental pension formula benefit under Section 4.1 of the Biogen SERP, if applicable) was transferred to this plan effective as of January 1, 2004 (or such later date as the committee specified) is a participant solely with respect to such transferred prior plan and/or Biogen SERP account balance (or supplemental pension formula benefit, if applicable). This will not include a person who is a vested participant under the Biogen SERP but not an employee (i.e., a person who terminated employment from Biogen, Inc. or from Biogen Idec on or before the date of transfer referred to in the preceding sentence); such a person' s benefits under the Biogen SERP are governed by the provisions of Section 5.l(f) and Appendix B. (d) 401(k) Restoration. An employee who satisfies the requirements of Section 4.1(a) below will be eligible to be a participant with respect to the employer 401(k) restoration component of the plan.

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(e) Time of Eligibility and Participation. An employee who is newly hired or promoted into a position described in subsection (a)(i) above, or who is newly designated as eligible under subsection (a)(ii) above, will be deemed to be eligible on the date the committee (or its delegatee) sends him an enrollment form (see Section 4.4). An eligible employee under subsection (a) above will become a participant hereunder when he makes a voluntary deferral under this plan. An eligible employee under subsection (b), (c) or (d) above will become a participant hereunder when Biogen Idec (or other employer) credits an amount to his account(s) hereunder. (f) Top Hat Plan. Notwithstanding the preceding subsections (or any other provisions of the plan), no employee will be eligible to participate in any component of this plan at any time when he or she is not a member of a select group of management or highly compensated employees (within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(l)), as determined by the committee. 3.2 End of Participation. A participant' s participation in this plan (or a particular component of this plan) will end upon the termination of his service as an employee of Biogen Idec (or other employer) because of death or any other reason, or upon his transfer to or reclassification as an employee who is not eligible to participate in the plan (or in such component). In addition, in the case of a participant who was designated as eligible for a component of the plan by the Compensation Committee, his participation in such component will end upon the Compensation Committee' s specifying that he is no longer eligible to participate. In such event, his participation will end effective as of the later of the date of the Compensation Committee' s action or the date specified by the Compensation Committee; provided that no such action will retroactively deprive a participant of any amount credited to his account or any amount he was entitled to under this plan determined as of the effective date of his termination of participation. Upon the termination of a participant' s participation in this plan (or in a particular component of this plan) in accordance with this section, there will be no additional voluntary deferrals or employer credits to such participant' s account(s) (or the account(s) related to such component), except to the extent required by Code Section 409A or the regulations or any rulings thereunder with respect to the balance of the plan year in which such termination of participation occurred. However, the participant will be entitled to receive any vested amounts in his account(s) in accordance with this plan. ARTICLE 4
VOLUNTARY DEFERRALS BY PARTICIPANTS; EMPLOYER CREDITS 4.1 401(k) Restoration. (a) Eligibility. Each employee who has excess applicable compensation during a plan year will receive employer credits under this section, but only if the individual is still an employee as of the end of the plan year (or other period- for example, quarterly) for which an amount is to be credited under subsection (c) below. (b) Amount of Employer 401(k) Restoration Credits. For each plan year (or a shorter period of time specified by the committee), each employer will credit a 401(k) restoration amount to the account of each eligible participant (under subsection (a) above) employed by such employer who has excess applicable compensation during such plan year (or such shorter period of time). The employer' s credits on behalf of such a participant will be equal to six percent of his excess applicable compensation during the plan year (or such shorter period of time). (c) Time for Making Employer 401(k) Restoration Credits. Employer credit amounts under subsection (b) will be credited to participants' accounts at such time(s) as the committee determines after the end of each plan year (or such shorter periods of time- for example, quarterly- specified by the committee). 4.2 Voluntary Deferrals. Each eligible employee (under Section 3.1(a)) may make voluntary deferrals under the plan from his base salary in any whole percentage of his base salary from a minimum of 1% to a maximum of 80% by electing to reduce his base salary by such amount. In addition, each such eligible employee may make

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voluntary deferrals under the plan from his bonus in any whole percentage of his bonus from a minimum of 1% to a maximum of 100% by electing to reduce his bonus by such amount. Elections will be in accordance with the requirements of Section 4.4(a). Notwithstanding the first sentence of the preceding paragraph, the committee (or its designee) may reduce the maximum base salary deferral an eligible employee may elect from 80% to such smaller percentage as the committee (or its designee) deems advisable, in the case of any participant or group of participants, so that all employee contributions (by salary reduction or otherwise) for benefit plan coverages applicable to such participant(s), withholding tax obligations applicable to such participant(s), and any other elective or non-elective application of the base salary of such participant(s) (such as, by way of illustration and not by way of limitation, charitable deductions) will be accommodated. Any such reduction applicable to a participant for a plan year will be made before the start of such plan year. 4.3 Transition Credit. Each eligible employee (under Section 3.1(b)) will receive a transition credit hereunder. The amount of such credit will be the amount the participant would have received under the terms and conditions of Appendix C of the Savings Plan if Code Section 401(a) nondiscrimination requirements and/or Code Section 401(a)(17) or 415 limits did not apply, reduced by any amount actually contributed to the Savings Plan on his behalf under such Appendix C. Any such transition credit amount hereunder will be credited at a time determined by the committee. 4.4 Election Procedures. (a) Voluntary Deferrals. An eligible employee under Section 3.1(a) who wishes to reduce his base salary and/or bonus to be earned during a particular plan year in order to make voluntary deferrals under Section 4.2 must complete an enrollment form specifying the amount of his voluntary deferrals (with separate percentages for his base salary and bonus if desired), agreeing to reduce his base salary and/or bonus by the amount(s) he specifies, and providing such other information as the committee may require. A participant' s enrollment form electing voluntary deferrals for any plan year must be filed with the committee by such deadline as the committee specifies, but in any event before the start of such plan year. A participant may change the amount of his voluntary deferrals with respect to any subsequent plan year by filing a new enrollment form before the start of such subsequent plan year, and the change will become effective as of the first day of such subsequent plan year. Once a participant has elected to defer base salary and/or bonus, his enrollment form will remain in effect for future plan years unless the participant changes or terminates his prior elections by filing a new enrollment form in accordance with the preceding sentence. An individual who first becomes eligible under Section 3.1(a) during a plan year may make an initial election by filing an enrollment form with the committee not later than 30 days after the committee (or its delegatee) sends him an enrollment form. However, such a newly eligible employee may elect to defer only base salary and/or that portion of bonus to be earned after the date of filing his completed enrollment form. (An individual is considered first eligible only if either: (i) he had not during the preceding 24-month period been eligible to make voluntary deferrals under this plan or under another non-qualified deferred compensation plan maintained by Biogen Idec (or another employer or other subsidiary or affiliate of Biogen Idec); or (ii) he had received a complete distribution of his entire interest under the plan and subsequently, through rehire, promotion, transfer or designation, again becomes eligible to participate in this plan under Section 3.1.) After a plan year has begun, a participant may not change the amount of voluntary deferrals (if any) he had elected for such plan year. However, if during a plan year a participant either (i) has an unforeseeable emergency (as defined in Section 6.1) and receives a distribution under Section 6.1 or (ii) has a financial hardship (as defined in the Savings Plan) and receives a financial hardship withdrawal from the Savings Plan, the participant' s deferral election for the balance of that year will automatically be cancelled. (b) Form and Time of Payment. (i) Initial Election. Each participant must specify the form of payment (lump sum or installments in accordance with Section 6.4(a), 6.5(a) and/or Section 6.6(a) below, as applicable) of his accounts hereunder in the event of the participant' s death or other termination of employment (including as

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a result of disability). The time and form of payments under the plan are governed by the provisions of Article 6 and participant elections must conform to the requirements of such provisions. In addition, effective as of the date of execution of this amended and restated plan document, a participant may elect payment of his accounts under Section 6.2 in the event of a change in control (as defined in Section 2.8(b)). In addition, a participant who is eligible under Section 3.1(a) to elect voluntary deferrals may (but is not required to) specify one or more in-service distributions to the participant in accordance with Section 6.3 if desired by the participant. A participant who declines to elect such an in-service distribution is deemed to have elected payment only after death (Section 6.4) or termination of employment (Section 6.5) or, if applicable, a change in control (Section 6.2); such a participant may not thereafter make a change of election under subsection (ii) with respect to an in-service distribution from the plan. A participant' s initial election of a time and form of payment hereunder must be made by whichever of the following dates applies to the participant (or the earlier of such dates, if both apply to a particular participant): (A) the deadline for filing the participant' s initial enrollment form under subsection (a) above; or (B) January 30 of the year following the year for which an amount is first credited to the participant under Section 3.1(c), Section 4.1 or Section 4.3 (provided that this clause (B) will not apply to a participant if he was previously eligible for employer credits or contributions (as opposed to voluntary deferrals) under this plan or under any other account balance non-qualified deferred compensation plan maintained by Biogen Idec (or another employer or other subsidiary or affiliate of Biogen Idec). (ii) Change of Election. Notwithstanding subsection (i) above, the following changes of election will be
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