ALPHARMA INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated
Effective as of January 1, 2005)





ALPHARMA INC.EMPLOYEE STOCK PURCHASE PLANTable of Contents





1.	History of The Plan	1



2.	Purpose	1



3.	Effective Date	1



4.	Plan Administration	1



5.	Eligibility	2



6.	Participation	2



7.	Payroll Deductions and Other Contributions	2



8.	Contributions by the Company	3



9.	The Plan Year	3



10.	Plan Quarters	4



11.	Allocation of Participant and Company Contributions	4



12.	Share Purchases	4



13.	Allocation of Shares	5



14.	Issuance, Transfer or Sale of Share Certificates	6



15.	Expenses	7



16.	Cash Dividends and Share Distributions	7

a.	Cash Dividends	7

b.	Share Distributions and Share Splits	7

c.	Share Rights and Warrants	8

d.	Changes in Common Stock	8



17.	Voting Rights	8



18.	Records and Reports to Participants.	8



19.	Termination of Employment	9



20.	Amendment and Termination of the Plan	10



21.	Limitation on Sale of Shares	10



22.	Amendments to Effect Registration	10

ALPHARMA INC.

EMPLOYEE STOCK PURCHASE PLAN





The Plan is maintained by Alpharma Inc. (the "Company") and any of its domestic or international subsidiaries that may adopt the Plan from time to time (each such adopting subsidiary referred to herein as a "Covered Entity") with the Company's consent.













Payroll deductions can be changed as of the beginning of any calendar quarter only by giving written notice to the Company adequately in advance of the beginning of such calendar quarter.  Reductions in payroll deductions to zero may be changed effective as of the next payroll date,  by giving written notice to the Company adequately in advance of such payroll date.  The Benefit Plans Administrative Committee may prospectively impose restrictions on participants who reduce their payroll deductions to zero.









The Benefit Plans Administrative Committee will allocate Company Contributions to each participant's cash account in an amount equal to 50% of each participant's Credited Payroll Deductions; provided, however, that Company Voluntary Contributions may be allocated among participants' accounts in any manner the Company may choose.  The Company shall not be required to pay or accrue interest on payroll deductions, the cash balances in participants' cash accounts or on the value of participants' Share accounts.

Benefits or rights which any person may expect to receive (contingently or otherwise) under the Plan may not be assigned or pledged.





(a)	The Company will determine the average cost per Share to participants of all Shares purchased;

(b)	The Company will then allocate whole Shares and fractional Shares to the Share accounts of the individual participants to the extent of the balances in their respective cash accounts.  The cash accounts will be charged with the cost to participants of all Shares so allocated.  No cash balances will remain in the participants' cash accounts immediately after each Share Allocation Date;

(c)	Until certificates are issued, no person shall have any right to sell, assign, mortgage, pledge, hypothecate or otherwise encumber any of the Shares allocated to a participant's Share account, except as permitted under Section 14 by satisfying the specific administrative procedures directing the Share Administrative Agent to sell Shares directly from the participant's Share account.





A participant may sell any or all of his Shares by providing a request (made in accordance with administrative procedures adopted by the Benefit Plans Administrative Committee) to the Share Administrative Agent.  The participant's Shares will be sold as soon as administratively practicable after such request is received by the Share Administrative Agent and the participant will receive the net proceeds of the sale of the Shares in the form of a local currency check (currently for a fee of US $15.00) or a wire transfer (for non-US participants only and currently for a fee of US $25.00) shortly thereafter.  As of October 1, 2002, net proceeds equals the gross proceeds from the actual sale of Shares less a processing fee of US $17.00 and a commission of 12 cents ($0.12) per Share sold -- the term "net proceeds" is subject to modification by the Benefit Plans Administrative Committee, in its sole discretion.

The Benefit Plans Administrative Committee, in its discretion, may impose additional restrictions on the issuance, transfer or sale of Shares, provided that (i) participants are provided with notice in advance of the effective date of any such restrictions, (ii) such restrictions would only apply to Shares which participants purchase after the effective date of such restrictions and (iii) such restrictions are administered in a nondiscriminatory and uniform manner.

A participant may elect in writing or in such other manner as prescribed by the Benefit Plans Administrative Committee on a form prescribed by and filed with the Benefit Plans Administrative Committee (or its agent) to have such Share certificates issued to both such participant and a designated individual, in joint tenancy with right of survivorship or in tenancy in common.  A joint ownership election will be effective with respect to the date that such Share certificates are issued.  Such joint ownership election will remain in effect for Share certificates issued to such participant on or before the earlier to occur of (i) the participant's death or (ii) the date which is 31 days after the participant files a proper written revocation of such election with the Benefit Plans Administrative Committee (or its agent).  A participant who revokes a joint ownership election may not make another joint ownership election during the 12 month period following the date the written revocation was received by the Benefit Plans Administrative Committee (or its agent).

Notwithstanding the foregoing provisions of this Section or any other provisions contained in this Plan, no Share certificates will be issued, transferred or sold on behalf of any participant who is an "Officer" of the Company, as such term is defined in Rule 16a-l(f) promulgated under the Securities Exchange Act of 1934, as amended, until six months after such Shares have been purchased for the account of the participant.

















d.	Changes in Common Stock.  In the event of a reorganization, recapitalization, stock split, merger, consolidation or other event causing an increase or change in the Shares, the Benefit Plans Administrative Committee shall take appropriate changes in the number and type of Shares that at the time of such event remain available for purchase under the Plan.







An annual report shall be rendered to each participant in the Plan annually within 90 days after the close of the Plan Year, showing for the Plan Year just ended:





















In the event of a participant's death, settlement will be made to the participant's designated beneficiary, if any.  If no beneficiary has been designated, or if such beneficiary does not survive the participant, settlement will be made to the participant's duly appointed legal representative after the satisfaction of any applicable legal requirements.  If a participant has been married for at least one year at the time of his death, his spouse must consent (or have consented) in writing for any nonspousal beneficiary designation to be effective.



In the event of termination of the Plan, the Benefit Plans Administrative Committee will make an allocation of Shares to the Share accounts of the participants in the usual manner.  As soon as practicable, the Benefit Plans Administrative Committee will distribute to or on behalf of each participant the number of whole Shares held in such participant's Share account plus an amount of cash equal to the balance in such participant's cash account and the value of any fractional Shares allocated to such participant's Share account.