LILLY STOCK PLAN,
as amended through
October 15, 2001
The 1994 Lilly Stock Plan ("1994 Plan") authorizes the Compensation and Management Development
Committee ("Committee") to provide officers and other key executive, management, professional, and
administrative employees of Eli Lilly and Company and its subsidiaries with certain rights to acquire shares of Eli
Lilly and Company common stock ("Lilly Stock"). The Company believes that this incentive program will benefit
the Company's shareholders by allowing the Company to attract, motivate, and retain key employees and by
causing those employees, through stock-based incentives, to contribute materially to the growth and success of
the Company. For purposes of the 1994 Plan, the term "Company" shall mean Eli Lilly and Company and its
subsidiaries, unless the context requires otherwise.
The 1994 Plan shall be administered and interpreted by the Committee consisting of not less than three persons
appointed by the Board of Directors of the Company from among its members. A person may serve on the
Committee only if he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and (ii) satisfies the requirements of an "outside director"
for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Committee shall determine the fair market value of Lilly Stock for purposes of the 1994 Plan. The Committee
may, subject to the provisions of the 1994 Plan, from time to time establish such rules and regulations and
delegate such authority to administer the 1994 Plan as it deems appropriate for the proper administration of the
Plan. The decisions of the Committee or its authorized delegatees shall be final, conclusive, and binding with
respect to the interpretation and administration of the 1994 Plan and any Grant made under it.
Incentives under the 1994 Plan shall consist of incen