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                                                                   EXHIBIT 10.12

                                SECOND AMENDMENT
                                       TO
                                 ALLERGAN, INC.
                           SAVINGS AND INVESTMENT PLAN
                                 (RESTATED 2003)

The ALLERGAN, INC. SAVINGS AND INVESTMENT PLAN (the "Plan") is hereby amended as
follows:

1.       Effective January 1, 2004, new Section 5.6(j) shall be added to the
         Plan as follows:

                           (j)      On June 29, 2002, Allergan spun-off AMO and
                  distributed the stock of AMO (referred to in the Plan as "AMO
                  Stock") to its shareholders. The following provisions of the
                  Plan shall apply to AMO Stock as if the term "AMO Stock" was
                  substituted for the term "Company Stock": Section 5.9 (Certain
                  Offers for Company Stock); Section 5.10 (Voting of Company
                  Stock); Section 5.11 (Securities Law Limitation); Section 5.16
                  (Appointment of Investment Manager); Section 6.4 (Valuation of
                  Participants' Accounts); Section 6.5 (Valuation of Company
                  Stock); Section 6.6 (Dividends, Splits, Recapitalizations,
                  Etc.); Section 6.7 (Stock Rights, Warrants or Options);
                  Section 6.9 (Cash Dividends); Section 6.10 (Miscellaneous
                  Allocation Rules); Section 9.1 (Appointment of Committee);
                  Section 9.2 (Appointment of Investment Subcommittee); Section
                  9.7 (Additional Powers of Committee); and Section 9.14
                  (Compensation of Committees and Plan Expenses), as applicable.

2.       Effective January 1, 2004, Section 5.6(b) of the Plan is amended by
         adding new subsection (v) as follows:

                           (v)      The AMO Stock Fund consisting exclusively of
                  AMO Stock.

3.       Section 2.17 of the Plan is amended by renumbering the paragraphs (d)
         and (e) as paragraphs (e) and (f) and adding the following paragraph
         (d):

                           (d)      Solely for purposes of determining
                  Retirement Contributions under Section 5.4, Compensation shall
                  include compensation paid by Oculex Pharmaceuticals, Inc. to
                  an Eligible Employee prior to Oculex Pharmaceuticals, Inc.
                  becoming an Affiliated Company but only to the extent provided
                  in paragraphs (a), (b), and (c) above and only to the extent
                  of compensation paid by Oculex Pharmaceuticals, Inc. in 2003.

4.       Section 2.18(g) of the Plan is amended as follows:

                           (g)      In accordance with paragraph (f) above, an
                  Eligible Employee shall receive Credited Service for any
                  period of employment with Allergan Medical Optics - Lenoir
                  facility or Oculex Pharmaceuticals, Inc. prior to each
                  becoming an Affiliated Company but only to the extent provided
                  in paragraph (e) above. Notwithstanding anything therein to
                  the contrary and for purposes of this

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                  Plan only, the Employment Commencement Date for an Eligible
                  Employee under paragraph (b) shall mean the date the Employee
                  was first credited with an Hour of Service with Allergan
                  Medical Optics - Lenoir facility or Oculex Pharmaceuticals,
                  Inc., including any date prior to Allergan Medical Optics -
                  Lenoir facility or Oculex Pharmaceuticals, Inc. becoming an
                  Affiliated Company.

5.       Section 8.6(c) of the Plan is amended as follows:

                           (c)      Minimum Required Distributions during
                  Participant's Lifetime. Notwithstanding anything to the
                  contrary in the Plan, effective January 1, 2003, unless the
                  entire vested portion of a Participant's Accounts is
                  distributed in a single sum on or before the Required
                  Beginning Date, distributions shall be made in accordance with
                  this paragraph (c) as of the first Distribution Calendar Year
                  and the entire vested portion of a Participant's Accounts
                  shall be distributed, or begin to be distributed, to the
                  Participant no later than the Participant's Required Beginning
                  Date as set forth below:

                                    (i)      Amount of Minimum Required
                           Distribution for each Distribution Calendar Year.
                           During the Participant's lifetime, the minimum amount
                           that shall be distributed for each Distribution
                           Calendar Year is the lesser of:

                                             (A)      the quotient obtained by
                                    dividing the Participant's Account Balance
                                    by the distribution period in the Uniform
                                    Lifetime Table set forth in Regulation
                                    Section 1.401(a)(9)-9, using the
                                    Participant's age as of the Participant's
                                    birthday in the Distribution Calendar Year;
                                    or

                                             (B)      if the Participant's sole
                                    Designated Beneficiary for the Distribution
                                    Calendar Year is the Participant's spouse,
                                    the quotient obtained by dividing the
                                    Participant's Account Balance by the number
                                    in the Joint and Last Survivor Table set
                                    forth in Regulation Section 1.401(a)(9)-9,
                                    using the Participant's and spouse's
                                    attained ages as of the Participant's and
                                    spouse's birthdays in the Distribution
                                    Calendar Year.

                                    (ii)     Lifetime Minimum Required
                           Distributions continue through Year of Participant's
                           Death. Minimum required distributions shall be
                           determined under this paragraph (c) beginning with
                           the first Distribution Calendar Year and up to and
                           including the Distribution Calendar Year that
                           includes the Participant's date of death.

                                    (iii)    Minimum Required Distributions for
                           the 2002 Distribution Calendar Year. Notwithstanding
                           the foregoing, with respect to distributions made for
                           the 2002 Distribution Calendar Year, the Plan will
                           apply the minimum distribution requirements of Code
                           Section 401(a)(9) in accordance with the regulations
                           under Code Section 401(a)(9) that were

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                           proposed on January 17, 2001, notwithstanding any
                           provision of the Plan to the contrary.

                                    (iv)     Treasury Regulations Incorporated
                           by Reference. All distributions required under this
                           paragraph shall be determined and made in accordance
                           with the Treasury Regulations under Code Section
                           401(a)(9).

6.       Section 8.6(d) of the Plan is amended as follows:

                           (d)      Minimum Required Distributions following
                  Participant's Death. Notwithstanding anything to the contrary
                  in the Plan, effective January 1, 2003, if a Participant dies
                  before the entire vested portion of his or her Accounts is
                  distributed, the following rules shall apply:

                                    (i)      Required Distribution Dates. If a
                           Participant dies before the entire vested portion of
                           his or her Accounts is distributed, distributions
                           shall be made, or begin to be made, no later than as
                           follows:

                                             (A)      If the Participant's
                                    surviving spouse is the Participant's sole
                                    Designated Beneficiary, then, except as
                                    provided in subparagraph (iv) below,
                                    distributions to the surviving spouse shall
                                    begin by December 31 of the calendar year
                                    immediately following the calendar year in
                                    which the Participant died, or by December
                                    31 of the calendar year in which the
                                    Participant would have attained age 70-1/2,
                                    if later.

                                             (B)      If the Participant's
                                    surviving spouse is not the Participant's
                                    sole Designated Beneficiary, then, except as
                                    provided in subparagraph (iv) below,
                                    distributions to the Designated Beneficiary
                                    shall begin by December 31 of the calendar
                                    year immediately following the calendar year
                                    in which the Participant died.

                                             (C)      If there is no Designated
                                    Beneficiary as of September 30 of the year
                                    following the year of the Participant's
                                    death, the Participant's entire interest
                                    shall be distributed by December 31 of the
                                    calendar year containing the fifth
                                    anniversary of the Participant's death.

                                             (D)      If the Participant's
                                    surviving spouse is the Participant's sole
                                    Designated Beneficiary and the surviving
                                    spouse dies after the Participant but before
                                    distributions to the surviving spouse begin,
                                    this subparagraph (i), other than clause
                                    (A), shall apply as if the surviving spouse
                                    were the Participant.

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                                    For purposes of this subparagraph (i) and
                           subparagraphs (ii) and (iii) below, unless clause (D)
                           above applies, distributions are considered to begin
                           on the Participant's Required Beginning Date. If
                           clause (D) applies, distributions are considered to
                           begin on the date distributions are required to begin
                           to the surviving spouse under clause (A).

                                    (ii)     Forms of Distribution if
                           Participant Dies On or After Distributions Begin.
                           Unless the entire vested portion of a Participant's
                           Accounts is distributed in a single sum on or before
                           the dates set forth in subparagraph (i) above, the
                           entire vested portion of a Participant's Accounts
                           shall be distributed, or begin to be distributed, as
                           set forth below:

                                             (A)      Participant Survived by
                                    Designated Beneficiary. If the Participant
                                    dies on or after the date distributions
                                    begin and there is a Designated Beneficiary,
                                    the minimum amount that shall be distributed
                                    for each Distribution Calendar Year after
                                    the year of the Participant's death is the
                                    quotient obtained by dividing the
                                    Participant's Account Balance by the longer
                                    of the remaining life expectancy of the
                                    Participant or the remaining life expectancy
                                    of the Participant's Designated Beneficiary,
                                    determined as follows:

                                                      (1)      The Participant's
                                             remaining life expectancy is
                                             calculated using the age of the
                                             Participant in the year of death,
                                             reduced by one for each subsequent
                                             year.

                                                      (2)      If the
                                             Participant's surviving spouse is
                                             the Participant's sole Designated
                                             Beneficiary, the remaining life
                                             expectancy of the surviving spouse
                                             is calculated for each Distribution
                                             Calendar Year after the year of the
                                             Participant's death using the
                                             surviving spouse's age as of the
                                             spouse's birthday in that year. For
                                             Distribution Calendar Years after
                                             the year of the surviving spouse's
                                             death, the remaining life
                                             expectancy of the surviving spouse
                                             is calculated using the age of the
                                             surviving spouse as of the spouse's
                                             birthday in the calendar year of
                                             the spouse's death, reduced by one
                                             for each subsequent calendar year.

                                                      (3)      If the
                                             Participant's surviving spouse is
                                             not the Participant's sole
                                             Designated Beneficiary, the
                                             Designated Beneficiary's remaining
                                             life expectancy is calculated
                                             using the age of the beneficiary in
                                             the year following the year of the
                                             Participant's death, reduced by one
                                             for each subsequent year.

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                                             (B)      No Designated Beneficiary.
                                    If the Participant dies on or after the date
                                    distributions begin and there is no
                                    Designated Beneficiary as of September 30 of
                                    the year after the year of the Participant's
                                    death, the minimum amount that shall be
                                    distributed for each Distribution Calendar
                                    Year after the year of the Participant's
                                    death is the quotient obtained by dividing
                                    the Participant's Account Balance by the
                                    Participant's remaining life expectancy
                                    calculated using the age of the Participant
                                    in the year of death, reduced by one for
                                    each subsequent year.

                                    (iii)    Forms of Distribution if
                           Participant Dies Before Distributions Begin. Unless
                           the entire vested portion of a Participant's Accounts
                           is distributed in a single sum on or before the dates
                           set forth in subparagraph (i) above, the entire
                           vested portion of a Participant's Accounts shall be
                           distributed, or begin to be distributed, as set forth
                           below:

                                             (A)      Participant Survived by
                                    Designated Beneficiary. Except as provided
                                    in subparagraph (iv) below, if the
                                    Participant dies before the date
                                    distributions begin and there is a
                                    Designated Beneficiary, the minimum amount
                                    that shall be distributed for each
                                    Distribution Calendar Year after the year of
                                    the Participant's death is the quotient
                                    obtained by dividing the Participant's
                                    Account Balance by the remaining life
                                    expectancy of the Participant's Designated
                                    Beneficiary, determined as provided in
                                    subparagraph (ii)(A) above.

                                             (B)      No Designated Beneficiary.
                                    If the Participant dies before the date
                                    distributions begin and there is no
                                    Designated Beneficiary as of September 30 of
                                    the year following the year of the
                                    Participant's death, distribution of the
                                    Participant's entire interest shall be
                                    completed by December 31 of the calendar
                                    year containing the fifth anniversary of the
                                    Participant's death.

                                             (C)      Death of Surviving Spouse
                                    Before Distributions to Surviving Spouse Are
                                    Required to Begin. If the Participant dies
                                    before the date distributions begin, the
                                    Participant's surviving spouse is the
                                    Participant's sole Designated Beneficiary,
                                    and the surviving spouse dies before
                                    distributions are required to begin to the
                                    surviving spouse under subparagraph (i)(A)
                                    above, this subparagraph (iii) shall apply
                                    as if the surviving spouse were the
                                    Participant.

                                    (iv)     Election to Apply 5-Year Rule to
                           Distributions to Designated Beneficiaries. If the
                           Participant dies before the entire vested portion of
                           his or her Accounts is distributed and there is a
                           Designated

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                           Beneficiary, distribution to the Designated
                           Beneficiary is not required to begin by the date
                           specified in subparagraph (i) if the Participant or
                           Designated Beneficiary elects that the entire vested
                           portion of the Participant's Accounts be distributed
                           to the Designated Beneficiary by December 31 of the
                           calendar year containing the fifth anniversary of the
                           Participant's death. If the Participant's surviving
                           spouse is the Participant's sole Designated
                           Beneficiary and the surviving spouse dies after the
                           Participant but before distributions to either the
                           Participant or the surviving spouse begin, an
                           election under this subparagraph shall apply as if
                           the surviving spouse were the Participant. The
                           election must be made no later than the earlier of
                           September 30 of the calendar year in which
                           distribution would be required to begin under
                           subparagraph (i), or by September 30 of the calendar
                           year which contains the fifth anniversary of the
                           Participant's (or, if applicable, surviving spouse's)
                           death. If neither the Participant nor Designated
                           Beneficiary makes an election under this
                           subparagraph, distributions shall be made in
                           accordance with subparagraphs (i) and (iii).

                                    (v)      Election to Allow Designated
                           Beneficiary Receiving Distributions under 5-Year Rule
                           to Elect Life Expectancy Distributions. A Designated
                           Beneficiary who is receiving payments under the
                           5-year rule described in subparagraph (iv) above, may
                           make a new election to receive payments under the
                           life expectancy rule until December 31, 2003,
                           provided that all amounts that would have been
                           required to be distributed under the life expectancy
                           rule for all Distribution Calendar Years before 2004
                           are distributed by the earlier of December 31, 2003
                           or the end of the 5-year period.

                                    (vi)     Minimum Required Distributions for
                           the 2002 Distribution Calendar Year. Notwithstanding
                           the foregoing, with respect to distributions made for
                           the 2002 Distribution Calendar Year, the Plan shall
                           apply the minimum distribution requirements of Code
                           Section 401(a)(9) in accordance with the regulations
                           under Code Section 401(a)(9) that were proposed on
                           January 17, 2001, notwithstanding any provision of
                           the Plan to the contrary.

                                    (vii)    Treasury Regulations Incorporated
                           by Reference. All distributions required under this
                           paragraph shall be determined and made in accordance
                           with the Treasury Regulations under Code Section
                           401(a)(9).

7.       Section 8.6(e) of the Plan is amended as follows:

                           (e)      Definitions for Minimum Required
                  Distribution Rules. For purposes of paragraphs (c) and (d)
                  above, the following definitions shall apply:

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                                    (i)      "Account Balance" shall mean the
                           account balance of a Participant's Account as of the
                           last valuation date in the calendar year immediately
                           preceding the Distribution Calendar Year (valuation
                           calendar year) increased by the amount of any
                           contributions made and allocated or forfeitures
                           allocated to a Participant's Accounts as of dates in
                           the valuation calendar year after the valuation date
                           and decreased by distributions made in the valuation
                           calendar year after the valuation date. The Account
                           Balance for the valuation calendar year includes any
                           amounts rolled over or transferred to the plan either
                           in the valuation calendar year or in the Distribution
                           Calendar Year if distributed or transferred in the
                           valuation calendar year.

                                    (ii)     "Designated Beneficiary" shall mean
                           the individual who is designated as the Beneficiary
                           under Section 8.4 and is the Designated Beneficiary
                           under Code Section 401(a)(9) and Regulation Section
                           1.401(a)(9)-1, Q&A-4.

                                    (iii)    "Distribution Calendar Year" shall
                           mean a calendar year for which a minimum distribution
                           is required. For distributions beginning before the
                           Participant's death, the first Distribution Calendar
                           Year is the calendar year immediately preceding the
                           calendar year which contains the Participant's
                           Required Beginning Date. For distributions beginning
                           after the Participant's death, the first Distribution
                           Calendar Year is the calendar year in which
                           distributions are required to begin under paragraphs
                           (c) and (d). The minimum required distribution for
                           the Participant's first Distribution Calendar Year
                           shall be made on or before the Participant's Required
                           Beginning Date. The minimum required distribution for
                           other Distribution Calendar Years, including the
                           minimum required distribution for the Distribution
                           Calendar Year in which the Participant's Required
                           Beginning Date occurs, shall be made on or before
                           December 31 of that Distribution Calendar Year.

                                    (iv)     "Life expectancy" shall mean as
                           computed by use of the Single Life Table in
                           Regulation Section 1.401(a)(9)-9.

                                    (v)      "Required Beginning Date" shall
                           mean the April 1 of the calendar year immediately
                           following the later of the calendar year in which the
                           Participant attains age 70-1/2 or incurs a Severance;
                           provided, however, if such Participant is a Five
                           Percent Owner (as defined in Code Section 416(i) and
                           applicable regulations) with respect to the Plan Year
                           ending in the calendar year in which such Participant
                           attains age 70-1/2, the Required Beginning Date shall
                           be April 1 of the calendar year immediately following
                           the year in which such Participant attains age
                           70-1/2.

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         IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Second
Amendment to the Allergan, Inc. Savings and Investment Plan on this 22nd day of
December, 2003.

ALLERGAN, INC.

BY:  /s/ Douglas S. Ingram
    -------------------------------------
    Douglas S. Ingram
    Executive Vice President, General Counsel and Secretary

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