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                                                                    EXHIBIT 10.7

                               SECOND AMENDMENT TO

                                 ALLERGAN, INC.

                           1999 MANAGEMENT BONUS PLAN

      The ALLERGAN, INC. 1999 MANAGEMENT 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 Allergan, Inc. (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

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              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 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 affiliated companies) 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 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