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                                                                   EXHIBIT 10.11

                               SECOND AMENDMENT TO

                                 ALLERGAN, INC.

                       SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
                                 (RESTATED 1996)

       The ALLERGAN, INC. SUPPLEMENTAL EXECUTIVE BENEFIT PLAN (the "Plan") is
hereby amended, effective January 1, 2000, to read as follows:

1.     Section 5.4 of the Plan is hereby amended and restated in its entirety to
       read as follows:

              "5.4. Change in Control. As used in this Plan, "Change in Control"
       shall mean the following and shall be deemed to occur if any of the
       following events occur:

                     (a) Any "person," as such term is used in Sections 13(d)
              and 14(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act") (a "Person"), is or becomes the "beneficial
              owner," as defined in Rule 13d-3 under the Exchange Act (a
              "Beneficial Owner"), directly or indirectly, of securities of the
              Sponsor representing (i) 20% or more of the combined voting power
              of the Sponsor's then outstanding voting securities, which
              acquisition is not approved in advance of the acquisition or
              within 30 days after the acquisition by a majority of the
              Incumbent Board (as hereinafter defined) or (ii) 33% or more of
              the combined voting power of the Sponsor's then outstanding voting
              securities, without regard to whether such acquisition is approved
              by the Incumbent Board;

                     (b) Individuals who, as of the date hereof, constitute the
              Board of Directors (the "Incumbent Board"), cease for any reason
              to constitute at least a majority of the Board of Directors,
              provided that any person becoming a director subsequent to the
              date hereof whose election, or nomination for election by the
              Sponsor's stockholders, is approved by a vote of at least a
              majority of the directors then comprising the Incumbent Board
              (other than an election or nomination of an individual whose
              initial assumption of office is in connection with an actual or
              threatened election contest relating to the election of the
              directors of the Sponsor, as such terms are used in Rule 14a-11 of
              Regulation 14A promulgated under the Exchange Act) shall, for the
              purposes of this Plan, be considered as though such person were a
              member of the Incumbent Board of the Sponsor;


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                     (c) The consummation of a merger, consolidation or
              reorganization involving the Sponsor, other than one which
              satisfies both of the following conditions:

                            (i) a merger, consolidation or reorganization which
                     would result in the voting securities of the Sponsor
                     outstanding immediately prior thereto continuing to
                     represent (either by remaining outstanding or by being
                     converted into voting securities of another entity) at
                     least 55% of the combined voting power of the voting
                     securities of the Sponsor or such other entity resulting
                     from the merger, consolidation or reorganization (the
                     "Surviving Corporation") outstanding immediately after such
                     merger, consolidation or reorganization and being held in
                     substantially the same proportion as the ownership in the
                     Sponsor's voting securities immediately before such merger,
                     consolidation or reorganization, and

                            (ii) a merger, consolidation or reorganization in
                     which no Person is or becomes the Beneficial Owner,
                     directly or indirectly, of securities of the Sponsor
                     representing 20% or more of the combined voting power of
                     the Sponsor's then outstanding voting securities; or

                     (d) The stockholders of the Sponsor approve a plan of
              complete liquidation of the Sponsor or an agreement for the sale
              or other disposition by the Sponsor of all or substantially all of
              the Sponsor's assets.

       Notwithstanding the preceding provisions of this Section 5.4, a Change in
       Control shall not be deemed to have occurred if the Person described in
       the preceding provisions of this Section 5.4 is (1) an underwriter or
       underwriting syndicate that has acquired the ownership of any of the
       Sponsor's then outstanding voting securities solely in connection with a
       public offering of the Sponsor's securities, (2) the Sponsor or any
       subsidiary of the Sponsor or (3) an employee stock ownership plan or
       other employee benefit plan maintained by the Sponsor (or any of its
       subsidiaries) that is qualified under the provisions of the Code. In
       addition, notwithstanding the preceding provisions of this Section 5.4, a
       Change in Control shall not be deemed to have occurred if the Person
       described in the preceding provisions of this Section 5.4 becomes a
       Beneficial Owner of more than the permitted amount of outstanding
       securities as a result of the acquisition of voting securities by the
       Sponsor which, by reducing the number of voting securities outstanding,
       increases the proportional number of shares beneficially owned by such
       Person,

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       provided, that if a Change in Control would occur but for the operation
       of this sentence and such Person becomes the Beneficial Owner of any
       additional voting securities (other than through the exercise of options
       granted under any stock option plan of the Sponsor or through a stock
       dividend or stock split), then a Change in Control shall occur."

       IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Second Amendment
on the 30th day of December, 1999.

ALLERGAN, INC.


BY: /s/ Francis R. Tunney, Jr.
    ---------------------------------
    Francis R. Tunney, Jr.,
    Corporate Vice President--Administration,
    General Counsel and Secretary