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                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO

                                 ALLERGAN, INC.

                              EXECUTIVE BONUS PLAN

      The ALLERGAN, INC. EXECUTIVE BONUS PLAN (the "Plan") is hereby amended,
effective January 1, 2000, to clarify that "Change in Control" as used in the
Plan means 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 Company representing (i) 20% or more of the combined
      voting power of the Company'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 Company'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 of the Company (the "Incumbent Board"), cease for any reason to
      constitute at least a majority of the Board of Directors of the Company,
      provided that any person becoming a director subsequent to the date hereof
      whose election, or nomination for election by the Company'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 Company, 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 Company;

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

                  (1) a merger, consolidation or reorganization which would
            result in the voting securities of the Company 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 Company or such other entity resulting from
            the merger, consolidation or reorganization (the "Surviving

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            Corporation") outstanding immediately after such merger,
            consolidation or reorganization and being held in substantially the
            same proportion as the ownership in the Company's voting securities
            immediately before such merger, consolidation or reorganization, and

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

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

      Notwithstanding the preceding provisions, a Change in Control shall not be
      deemed to have occurred if the Person described in the preceding
      provisions is (1) an underwriter or underwriting syndicate that has
      acquired any of the Company's then outstanding voting securities solely in
      connection with a public offering of the Company's securities, (2) the
      Company or any subsidiary of the Company or (3) an employee stock
      ownership plan or other employee benefit plan maintained by the Company
      (or any of its subsidiaries) that is qualified under the provisions of the
      Internal Revenue Code of 1986, as amended. In addition, notwithstanding
      the preceding provisions, a Change in Control shall not be deemed to have
      occurred if the Person described in the preceding provisions becomes a
      Beneficial Owner of more than the permitted amount of outstanding
      securities as a result of the acquisition of voting securities by the
      Company which, by reducing the number of voting securities outstanding,
      increases the proportional number of shares beneficially owned by such
      Person, 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 Company or through a
      stock dividend or stock split), then a Change in Control shall occur.

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

ALLERGAN, INC.

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