EXHIBIT 10.5

                      AMENDED AND RESTATED
                   EXECUTIVE DEFERRAL PLAN II
                            (EDP II)
                      MASTER PLAN DOCUMENT

TABLE OF CONTENTS
                                                  Page
Article 1 Definitions                               1

Article 2 Eligibility                               5
  2.1 Selection By Committee                        5
  2.2 Plan Agreement, Election Form and
      Beneficiary Election Form                     5

Article 3 Commitments, Interest and Participation   5
  3.1 Participant Deferral Amount Commitment        5
  3.2 Deferral Amounts                              5
  3.3 Pre-Distribution Crediting Rate               5
  3.4 Distribution Rate                             6
  3.5 Termination of Participation                  6
  3.6 Unforeseeable Financial Emergency             6
  3.7 Withdrawal Election                           6
  3.8 FICA and Other Taxes                          6

Article 4 7th-Year Distribution                     7
  4.1 7th-Year Distribution                         7
  4.2 Timing of Election                            7
  4.3 Payment of Distribution                       7
  4.4 Secondary Account Balance                     7

Article 5 Retirement Benefit                        7
  5.1 Retirement Benefit                            7
  5.2 Rate of Interest for Retirement Benefit;
      Vesting                                       8
  5.3 Commencement of Retirement Benefits           8
  5.4 Death Prior to Completion of Retirement
      Benefits                                      8

Article 6 Survivor Benefit                          8
  6.1 Survivor Benefit                              8
  6.2 Amount of Survivor Benefit                    8
  6.3 Benefit Period                                8
  6.4 Eligibility Requirements for Survivor Benefit 9

Article 7 Termination Benefit                       9
  7.1 Termination Benefit                           9
  7.2 Primary Account Balance                       9
  7.3 Secondary Account Balance                     9
  7.4 Payment of Benefit                            9

Article 8 Disability Benefit                       10
  8.1 Amount of Disability Benefit                 10

Article 9 Beneficiary Designation                  10
  9.1 Beneficiary Designation                      10
  9.2 Change of Beneficiary Designation            10
  9.3 No Participant Designation                   10
  9.4 Effect of Payment                            10

Article 10 Plan Termination, Amendment or
    Modification                                   11
  10.1 Plan Termination                            11
  10.2 Amendment or Modification                   11
  10.3 Change in Control                           11
  10.4 Effect of Payment                           11

Article 11 Trust                                   12
  11.1  Establishment of the Trust; Premiums       12
  11.2  Interrelationship of the Plan and the Trust12

Article 12 Claims Procedures                       12
  12.1 Presentation of Claim                       12
  12.2 Notification of Decision                    12
  12.3 Review of a Denied Claim                    13
  12.4 Decision on Review                          13
  12.5 Legal Action                                13

Article 13 Miscellaneous                           13
  13.1 Unsecured General Creditor                  13
  13.2 Nonassignability                            14
  13.3 Not a Contract of Employment                14
  13.4 Protective Provisions                       14
  13.5 Terms                                       14
  13.6 Captions                                    14
  13.7 Governing Law                               14
  13.8 Validity                                    14
  13.9 Notice                                      15
  13.10 Successors                                 15
  13.11 Spouse's Interest                          15
  13.12 Distribution in the Event of Taxation      15
  13.13 Incompetent                                16

Article 14 Administration                          16
  14.1  Committee Duties                           16
  14.2  Agents                                     16
  14.3  Binding Effect of Decisions                16
  14.4  Indemnity of Committee                     16
  14.5  Company Information                        16
  14.6  Change in Payments                         16

ALZA CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN II

Purpose

  The primary purpose of the Executive Deferral Plan II (the "EDP
II" or "Plan") of ALZA Corporation, a Delaware corporation
("ALZA"), is to help attract and maintain high caliber directors
and a select group of management and highly compensated employees
in senior-level management and scientific positions.  It is the
intention of ALZA that the Plan be unfunded for tax purposes and
for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended.

Article 1
Definitions

  For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following
indicated meanings:

"Affiliate" shall mean any corporation or entity in which ALZA
has at least twenty-five percent (25%) of the voting control
through ownership of equity securities or otherwise.

"Base Rate" shall be, for the 1998 Plan Year, ten percent (10%).
The Base Rate for each Plan Year thereafter shall be the greater
of ten percent (10%) or Moody's Seasoned Corporate Bond Rate,
measured on the November 1 prior to that Plan Year.

"Beneficiary" shall mean the person or persons, or the entity
designated by a Participant to receive any benefits payable under
this Plan upon the death of such Participant.

"Beneficiary Designation Form" shall mean the form established
from time to time by the Committee that a Participant completes,
signs and returns to the Committee to designate one or more
Beneficiaries.

 "Bonus Award" shall mean any cash bonus, other than any Sales
Incentive Plan bonus, awarded to the Participant under the
provisions of any of the Company's bonus plans relating to the
calendar year prior to the Plan Year.  Such Bonus Award shall be
credited to the Participant's EDP II account as of January 1 of
the Plan Year.

"Change in Control" shall mean the first to occur of the
following events:

Any "person" (as that term is used in Section 13 and 14(d)(2) of
the Securities Exchange Act of 1934 ("Exchange Act")) is or
becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of
50% or more of ALZA's capital stock entitled to vote in the
election of directors;

During any period of two consecutive years, individuals who at
the beginning of such period constitute the board of directors of
ALZA cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by
ALZA's stockholders of each new director was approved by a vote
of at least three-quarters of the directors still in office of
ALZA who were directors at the beginning of the period;

Any consolidation or merger of ALZA, other than a merger of ALZA
in which the holders of the common stock of ALZA immediately
prior to the merger hold more than 50% of the common stock of the
surviving corporation immediately after the merger;

The stockholders of ALZA approve any plan or proposal for the
liquidation or dissolution of ALZA; or

Substantially all of the assets of ALZA are sold or otherwise
transferred to parties that are not within a "controlled group of
corporations" (as defined in Section 1563 of the Internal Revenue
Code of 1986, as amended) in which ALZA is a member.

"Committee" shall mean the administrative committee appointed to
manage and administer the Plan in accordance with its provisions
pursuant to Article 14.

"Company" shall mean ALZA Corporation, a Delaware corporation,
and each subsidiary and Affiliate thereof.

"Deferral Amounts" shall mean the amount of Salary and Bonus
Award for a calendar year deferred by a Participant pursuant to
the election made on the Election Form.  The Committee reserves
the right, solely at its discretion, to decrease pro rata the
total amount of deferral elections for all Participants.

"Directors Fees" shall mean the annual fees paid by the Company,
including retainer fees and meeting fees, as compensation for
serving on the board of directors of the Company or any committee
of the board of directors.

"Disability" shall mean a period of disability during which a
Participant qualifies for benefits under the Company's group long-
term disability plan or, if a Participant does not participate in
such plan, a period of disability during which the Participant
would have qualified for benefits under such plan had the
Participant been a participant in such plan, as determined in the
sole discretion of the Committee.

"EDP II Account" shall mean the account comprised of the
Participant's Deferral Amounts and interest credited thereon,
which shall be equal to the sum of the Primary Account Balance
and the Secondary Account Balance.  EDP II Accounts shall be
maintained for each Participant.  A Participant's EDP II Account
shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant
pursuant to this Plan.  A Participant's EDP II Account shall not
constitute or be treated as a trust fund.

"Election Form" shall mean the form established from time to time
by the Committee that a Participant completes, signs and returns
to the Committee to make an election under the Plan.

"Moody's Seasoned Corporate Bond Rate" shall mean the applicable
"Seasoned Corporate Bond" rate, which is an arithmetic average of
yields of representative bonds, including industrials, public
utilities, Aaa, Aa, A and Baa bonds as published by Moody's
Investors Service, Inc. or any successor to that service.

 "Participant" shall mean directors of the Company and those
senior level management and scientific staff who are selected for
participation in the Plan by the Committee and who elect to
participate by executing and delivering to the Committee the Plan
Agreement, the Election Form and the Beneficiary Designation
Form.

"Plan" shall mean the Executive Deferral Plan II of the Company,
which shall be defined by this instrument and by the Plan
Agreement, as may be amended from time to time.

"Plan Agreement" shall mean a written agreement, as may be
amended from time to time, which is entered into by and between
the Company and a Participant.  Each Plan Agreement executed by a
Participant shall provide for the entire benefit to which such
Participant is entitled to under the Plan, and the Plan Agreement
bearing the latest date of acceptance by the Committee shall
govern such entitlement.

"Plan Year" shall mean calendar year 1993 and subsequent calendar
years thereafter.

"Preferred Rate" shall mean 125% of the Base Rate.  The Preferred
Rate for the 1998 Plan Year shall be twelve and one half
percent (12.5%).

"Primary Account Balance" shall equal the Participant's Deferral
Amounts, plus compounded interest credited yearly thereon at the
Standard Rate, all as determined in accordance with Section 3.3
below.

"Retirement" and "Retire" shall mean termination of employment or
severance of  directorship with the Company (i) on or after the
attainment of age sixty-five (65), (ii) at a time when Years of
Service are equal to or greater than 20 or (iii) at a time when
the sum of age at last birthday plus Years of Service equal 70 or
more ("Rule of 70").

"Salary" shall mean for any Participant, annual salary and wages
from the Company before 401(k) and other qualified plan
reductions and amounts deferred pursuant to this Plan, but
excluding, (i) moving allowances, (ii) income arising from
participation in clinical studies or stock option plans, (iii)
imputed income due to fringe benefits, and (iv) Bonus Awards and
similar items paid to the Participant.

"Secondary Account Balance" shall equal that portion of the
cumulative interest on the EDP II Account, determined in
accordance with Section 3.3 below, that is equal to the sum of
(i) the difference between the interest on the Primary Account
accrued at the Preferred Rate and the interest on the Primary
Account accrued at the Standard Rate, and (ii) the yearly
interest at the Preferred Rate on the Secondary Account itself.

"Standard Rate" shall mean fifty percent (50%) of the Preferred
Rate.  The Standard Rate for the 1998 Plan Year shall be six and
one quarter percent (6.25%).

"Termination of Employment" shall mean the ceasing of employment
or directorship with the Company, voluntarily or involuntarily,
for any reason other than Retirement, Disability, or death.  If a
Participant is both an employee and a director of the Company, a
Termination of Employment shall occur only upon ceasing to be in
the last of such positions held.

"Trust" shall mean any trust established by the Company, in its
sole discretion, to which assets may be transferred to for the
purpose of paying benefits under this Plan.

"Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant,
(ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the
Committee."

"Years of Service" shall mean the total number of years in which
the Participant has been employed by the Company and has
completed in each of those years 1,000 hours of service.  For
purposes of this definition only, a year of employment shall be a
365 day period (or 366 day period in the case of a leap year)
that, for the first year of employment commences on the
employee's date of fire and that, for any subsequent year,
commences on an anniversary date.  For a non-employee Director
Participant, "Years of Service" shall mean service as a Director
during any part of a calendar year.

Article 2
Eligibility

Selection By Committee.  For each Plan Year, the Committee shall
have the sole discretion to determine the individuals who, in
accordance with the purpose of the Plan, will be eligible to
become Participants.

Plan Agreement, Election Form and Beneficiary Election Form.  As
a condition of participation, each Participant shall complete,
execute and return to the Committee prior to the commencement of
the Plan Year for which the Participant is to commence
participation in the Plan, a Plan Agreement, an Election Form and
a Beneficiary Designation Form.  In subsequent Plan Years, a
Participant shall complete, execute and return to the Committee
an Election Form.

Article 3
Commitments, Interest and Participation

Participant Deferral Amount Commitment.  Pursuant to the Election
Form delivered to the Committee prior to the commencement of a
Plan Year, the Participant may elect for each Plan Year to defer,
in full percentage points, up to fifty percent (50%) of his/her
Salary, and up to one hundred percent (100%) (in full percentage
points) of his/her Bonus Award, subject to the limitations of
Section 3.2 below.

Deferral Amounts.  If Salary or Directors Fees are deferred by a
Participant, the minimum rate of deferral shall be $200 per month
($2,400/calendar year).  Deferral Amounts must be in increments
of one hundred dollars ($100).  Bonus Awards may be deferred
independently of salary deferrals.

Pre-Distribution Crediting Rate.  Subject to the provisions and
limitations of the Plan, interest shall be credited at the
Preferred Rate on the EDP II Account balance annually on the last
day of each Plan Year as though all Deferral Amounts, if any, for
that Plan Year were made on July 1 of the Plan Year.  Despite the
foregoing, in the event of a Participants death, Retirement or
Termination of Employment prior to the last day of a Plan Year,
interest for that Plan Year shall be credited on the EDP II
Account balance up to the day prior to the Participant's death,
Retirement or Termination of Employment as though all Deferral
Amounts, if any, for that Plan Year were made on January 1 of the
Plan Year.

Distribution Rate.  If pursuant to the terms of the Plan, a
Participant or Beneficiary is entitled to receive his or her
benefit (other than the 7th-Year Distribution) in installments,
the crediting rate on the undistributed portion of the benefits
for all periods following the last day of the month prior to the
date upon which the Participant is no longer an employee or
Director shall be one of two fixed rates as specified in the
Plan.  The "Preferred Distribution Rate" shall be composed of the
average Preferred Rate for the last five (5) Plan Years prior to
the commencement of the installment payments, including the Plan
Year in which the Participant terminates employment, or if the
Participant has participated in the Plan for less than five (5)
Plan Years, the average of such rates for the number of Plan
Years that the Participant has participated in the Plan. The
"Standard Distribution Rate" shall be composed of the average
Standard Rate for the last five (5) Plan Years prior to the
commencement of the installment payments, including the Plan Year
in which the Participant terminates employment, or if the
Participant has participated in the Plan for less than five (5)
Plan Years, the average of such rates for the number of Plan
Years that the Participant has participated in the Plan.
Termination of Participation.  A Participant who remains an
employee or director of the Company may not terminate
participation in the Plan for any reason other than those
outlined in Section 3.6, Article 5, Article 6, Article 7, Article
8 or Section 10.1.

Unforeseeable Financial Emergency.  In the case of Unforeseeable
Financial Emergency, the Committee may, at its discretion, allow
the Participant to discontinue deferrals, terminate participation
or receive a payout from the Plan or any combination thereof.
The amount of such payout shall be at the discretion of the
Committee, provided that such payout shall not exceed the lesser
of (i) the Participant's EDP II Account balance, or (ii) the
amount reasonably needed to satisfy the Unforeseeable Financial
Emergency.

Withdrawal Election.  A Participant who is eligible to and is
receiving his or her benefits under the Plan in installments may
elect, at any time, to withdraw the then remaining unpaid portion
of his or her EDP II Account balance less a 10% withdrawal
penalty (the net amount shall be referred to as the "Withdrawal
Amount").  No partial withdrawals of that balance shall be
allowed.  The Participant shall make this election by giving the
Committee advance written notice of the election in a form
determined from time to time by the Committee.  The penalty shall
be equal to 10% of the Participant's remaining EDP II Account
Balance determined immediately prior to the withdrawal.  The
Participant shall be paid the Withdrawal Amount within 60 days of
his or her election.  Once the Withdrawal Amount is paid, the
Participant's participation in the Plan shall terminate and the
Participant shall not be eligible to participate in the Plan in
the future.

FICA and Other Taxes. The Company may withhold from any payments
made to a Participant under this Plan all federal, state and
local income and other taxes required to be withheld by the
Company in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Company.

Article 4
7th Year Distribution

7th Year Distribution.  Except as provided in this Article 4, no
distribution shall be made to a Participant or his or her
Beneficiary under the Plan until death, Retirement, Disability,
Termination of Employment, or Unforeseeable Financial Emergency.
In connection with each election to defer an annual Deferral
Amount (as provided in Section 4.2 below), a Participant may
elect to receive a future "7th-Year Distribution" from the Plan
with respect to that annual Deferral Amount.

Timing of Election.  Prior to December 31 of the Plan Year
immediately preceding the Plan Year for which a deferral election
is being made, the Participant shall elect to:

receive that Deferral Amount plus interest (as specified below)
as a 7th-Year Distribution, or

leave that Deferral Amount in the EDP II Account until such time
as distributions are required by the other provisions of the
Plan.

Such election shall be made on the Election Form.  If the
Participant chooses to receive the 7th-Year Distribution relative
to any Plan Year's Deferral amount, he/she shall receive from the
EDP II Account an amount equal to the Primary Account Balance
related to such Plan Year as of the last day of the Plan Year
that is seven years after the last day of the calendar year prior
to the Plan Year in which such Deferral amount was deferred.

Payment of Distribution.  The payment shall be made in a lump sum
within 90 days of the last day of the Primary Account Balance
measurement date provided in Section 4.2 above.

Secondary Account Balance.  If the Primary Account Balance with
respect to a Plan Year is fully distributed in accordance with
this Article 4, the Secondary Account Balance shall constitute
the entire EDP II Account with respect to such Plan Year and
shall be paid in accordance with the terms and provisions of this
Plan.


Article 5
Retirement Benefit

Retirement Benefit.  A Participant who Retires shall become
eligible to receive, in accordance with this Article, his or her
EDP II Account (the "Retirement Benefit").

Rate of Interest for Retirement Benefit; Vesting.  Upon a
Participant's Retirement, the interest on his/her unpaid EDP II
Account will be based on the Preferred Distribution Rate.  If it
has not already done so, a Participant's Secondary Account
Balance shall vest upon his or her Retirement.

Commencement of Retirement Benefits.  Retirement Benefits shall
be paid over a fifteen (15) year period, payable annually unless
the Participant makes an election to receive benefits in a lump
sum or over a five (5) year period or over a ten (10) year
period, payable annually.  Such an election must be made on the
Election Form at least one full Plan Year prior to the date of
Retirement.  If no such election is made, or if the election is
made less than one full Plan Year before the date of Retirement,
the benefit shall be paid over a fifteen-year period, payable
annually.  Other methods of payment shall be at the sole
discretion of the Committee.  The initial annual Retirement
Benefit payment shall commence within thirty (30) days of actual
Retirement.  All subsequent annual payments shall be made prior
to February 28 of each calendar year thereafter until the
Participant's EDP II Account balance is paid in full.

Death Prior to Completion of Retirement Benefits.  If a retired
Participant dies before the applicable Retirement Benefit is paid
in full, the Participant's unpaid Retirement Benefit payments
shall continue on the same schedule and be paid to that
Participant's Beneficiary.


Article 6
Survivor Benefit

Survivor Benefit.  If a Participant dies before Retirement,
Termination of Employment or a Disability, or if a terminated or
disabled Participant dies before the applicable Termination
Benefit or Disability Benefit has been paid in full, the Company
will pay the benefit described in this Article (the "Survivor's
Benefit") to the designated Beneficiary of the Participant.

Amount of Survivor Benefit.  The Survivor Benefit shall equal the
existing EDP II Account Balance (including the Secondary Account
Balance) at the time of death.

Benefit Period.  The Survivor Benefit shall be paid according to
the following schedule:

    EDP II Account Balance    Distribution Period
        Up to $100,000              Lump Sum
     $100,001 to $250,000           5 Years
     $250,001 to $500,000           10 Years
       $500,001 or More             15 Years

Interest shall be credited on the unpaid balance at the Standard
Distribution Rate.  The lump sum payment, or the initial
installment payment, of the Survivor Benefit shall commence
within ninety (90) days of the delivery to the Company of proof
of death, in such form as determined acceptable by the Committee.
Any subsequent annual installment payments shall be made prior to
February 28 of each calendar year thereafter until the
Participant's EDP II Account balance is paid in full.

Eligibility Requirements for Survivor Benefit.  The obligation of
the Company to pay the Survivor Benefit to any Beneficiary shall
exist only if at the time of death, the Participant (i) was
employed by the Company or was a director of the Company,
(ii) was on an authorized leave of absence, or (iii) was absent
from employment due to Disability, and, in each such case, had
not yet begun receiving the Retirement Benefit.

Article 7
Termination Benefit

Termination Benefit.  The Participant who for any reason
experiences a Termination of Employment prior to his or her
Retirement, death or Disability shall be entitled to a
Termination Benefit in accordance with this Article.

Primary Account Balance.  The Participant terminating at any time
shall be entitled to his or her Primary Account Balance.

Secondary Account Balance.  A Participant's Secondary Account
Balance shall be 100% vested on the fifth anniversary of the date
such Participant was offered the opportunity to participate in
any of the Company's non-qualified deferred compensation plans,
provided such Participant has been employed by the Company during
such five-year period and has completed 1,000 hours of service in
each of those years or, in the case of a non-employee director
Participant, has served as a director of the Company in each of
those five years.   Unvested Secondary Account Balances are
forfeited at the date of Termination of Employment.

Payment of Benefit.  Payment of the Primary Account Balance, and
the vested Secondary Account Balance, if any,  shall be made in a
lump sum, unless the Participant makes an election to receive
benefits over a five (5) year period or a ten (10) year period,
payable annually.  Such election must be made on the Election
Form at least one full  Plan Year prior to the date of
Termination of Employment.  If no such election is made, or if
the election is made less than one Plan Year before the date of
Termination, the benefit shall be paid in a lump sum.  Other
methods of payment shall be at the sole discretion of the
Committee.  The lump sum payment shall be made, or annual
installment payments shall commence, within ninety (90) days of
the Participant's Termination of Employment. In the event of
installment payments, the unpaid balance shall be credited with
interest at the Standard Distribution Rate from the date of the
Termination of Employment through the date of the last
installment payment.


Article 8
Disability Benefit

Amount of Disability Benefit.  In the case of the Disability of
the Participant, the Committee may, at anytime during the
Disability period and in its sole discretion, allow the
Participant to discontinue deferrals and to continue to be
eligible for benefits under Articles 4, 5, 6 or 7 (in accordance
with those Articles), or terminate participation and receive a
"Disability Benefit" in accordance with this Article 8.  The
amount of the Disability Benefit shall be equal to the
Participant's existing EDP II Account balance (including the
Secondary Account Balance), as of the date the Committee makes a
determination to terminate the Participant's participation in the
Plan pursuant to this Section 8.1.  The Disability Benefit payout
shall be at the discretion of the Committee, provided that such
payout shall begin within ninety (90) days of such determination
and shall not exceed 15 years in total.  The unpaid balance shall
be credited with interest at the Standard Distribution Rate from
the date of the determination through date of payment of last
installment.

Article 9
Beneficiary Designation

Beneficiary Designation.  Each Participant shall have the right,
at any time, to designate any person or persons as Beneficiary or
Beneficiaries (both principal as well as contingent) to whom
benefits under this Plan shall be paid in the event of the
Participant's death prior to complete distribution of the
benefits due under this Plan.

Change of Beneficiary Designation.  Any Beneficiary designation
may be changed by a Participant at any time by filing a new
Beneficiary Designation Form with the Committee and shall become
effective only when received, accepted and acknowledged by the
Company in writing.  The filing and acceptance of a new
Beneficiary Designation Form will cancel all Beneficiary
Designations previously filed.  The Committee shall be entitled
to rely on the last designation filed by the Participant prior to
death.  Despite the foregoing, if the Participant names someone
other than his or her spouse as a Beneficiary, such beneficiary
designation shall not be valid unless and until a spousal
consent, in the form designated by the Committee, must be signed
by that Participant's spouse and returned to the Committee.

No Participant Designation.  If a Participant fails to designate
a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Participant, or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be the
surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan shall be payable to the
Participant's estate.

Effect of Payment.  The payment of benefits under the Plan to the
deemed Beneficiary shall completely discharge the Company's
obligations under this Plan.


Article 10
Plan Termination, Amendment or Modification

Plan Termination.  The Company reserves the right to terminate
the Plan at any time.  Upon termination of the Plan, the
Participants' then existing EDP II Accounts, including the
Secondary Account Balance and all interest earned through the
date of such termination, shall be paid out as if each
Participant Retired on the date of termination.  If the Plan is
terminated prior to a Change in Control, the Company reserves the
right, at its sole discretion and notwithstanding any elections
made by the Participant, to pay such benefits in a lump sum or in
annual installments for up to 15 years, with interest credited on
the unpaid balance at the Preferred Distribution Rate.  If the
Plan is terminated after a Change in Control, the Company shall
be required to pay such benefits in a lump sum.  The termination
of the Plan shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination; provided,
however, that the Company shall have the right to pay any
remaining EDP II Account balance in a lump sum, without interest
that would have accrued if installment payments had continued.

Amendment or Modification.  The Company may, at any time, amend
or modify the Plan in whole or in part; provided, however, that
no amendment or modification shall have the effect of decreasing
or restricting any EDP II Account balance, calculated as if the
Participant experienced a Termination of Employment as of the
effective date of the amendment or modification, or if the
Participant was eligible to Retire on the effective date of the
amendment or modification, the Participant had Retired as of the
effective date of the amendment or modification.  The amendment
or modification of the Plan shall have no effect on any
Participant or Beneficiary who has become entitled to the payment
of benefits under the Plan as of the date of the amendment or
modification, provided that the Committee has the right to make a
lump sum payment of all remaining balances.

Change in Control.  If a Change in Control occurs, a Participant
shall immediately become vested in his or her Secondary Account
Balance.

Effect of Payment.  The full payment of the applicable benefit
under Articles 5, 6, 7 or 8 of the Plan shall completely
discharge all obligations to a Participant and his or her
Beneficiaries under this Plan and the Participant's Plan
Agreement shall terminate.


Article 11
Trust

Establishment of a Trust; Premium.  The Company may establish, in
its sole discretion, a Trust and, if so established, shall at
least annually transfer over to the Trust such assets as the
Committee determines, in its sole discretion, are necessary to
provide for some or all of the Company's future liabilities under
the Plan.

Interrelationship of the Plan and the Trust.  The provisions of
the Plan and a Participant's Plan Agreement shall govern the
rights of the Participant to receive distributions pursuant to
the Plan.  The provisions of the Trust, if a Trust is
established, shall govern the rights of the Company, a
Participant, a Participants' Beneficiary and the Company's
creditors as to the assets of the Trust. The Company shall at all
times remain liable to carry out its obligations under the Plan.
The Company's obligations under the Plan may be satisfied with
Trust assets distributed pursuant to the terms of the Trust.

Article 12
Claims Procedures

Presentation of Claim.  Any Participant or Beneficiary of a
deceased Participant (such Participant or Beneficiary being
referred to below as a "Claimant") may deliver to the Committee a
written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan.  If such a claim
relates to the contents of a notice received by the Claimant, the
claim must be made within 60 days after such notice was received
by the Claimant.  All other claims must be made within 180 days
of the date on which the event that caused the claim to arise
occurred.  The claim must state with particularity the
determination desired by the Claimant.

Notification of Decision.  The Committee shall consider a
Claimant's claim within 60 days of receipt of that claim, and
shall notify the Claimant in writing:

that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or that the Committee
has reached a conclusion contrary, in whole or in part, to the
Claimant's requested determination, and such notice must set
forth in a manner calculated to be understood by the Claimant:

the specific reason(s) for the denial of the claim, or any part
of it;

the specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;

a description of any additional material or information necessary
for the Claimant to perfect the claim, and an explanation of why
such material or information is necessary; and

an explanation of the claim review procedure set forth in
Section 12.3 below.

Review of a Denied Claim.  Within 60 days after receiving a
notice from the Committee that a claim has been denied, in whole
or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Committee a written request for
a review of the denial of the claim.  Thereafter, but not later
than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):

may review pertinent documents;

may submit written comments or other documents; and/or

may request a hearing, which the Committee, in its sole
discretion, may grant.

Decision on Review.  The Committee shall render its decision on
review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is
held or other special circumstances require additional time, in
which case the Committee's decision must be rendered within
120 days after such date.  Such decision must be written in a
manner calculated to be understood by the Claimant, and it must
contain:

specific reasons for the decision;

specific reference(s) to the pertinent Plan provisions upon which
the decision was based; and

such other matters as the Committee deems relevant.

Legal Action.  A Claimant's compliance with the foregoing
provisions of this Article 12 is a mandatory prerequisite to a
Claimant's right to commence any legal action with respect to any
claim for benefits under this Plan.

Article 13
Miscellaneous

Unsecured General Creditor.  Participants and their
Beneficiaries, heirs and successors shall have the status of
general unsecured creditors of the Company, and the Plan
constitutes a mere promise by the Company to make benefit
payments in the future.

Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate, or convey in advance of actual receipt,
the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are, expressly declared to be
unassignable and non-transferable.  No part of the amounts
payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation
of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

Not a Contract of Employment.  The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment
between the Company and the Participant, and the Participant (or
Beneficiary) shall have no rights against the Company except as
may otherwise be specifically provided herein.  Such employment
is acknowledged to be an "at will" employment relationship that
can be terminated at any time for any reason, with or without
cause, unless expressly provided in a written employment
agreement.  Moreover, nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of the
Company or to interfere with the right of the Company to
discipline or discharge him at any time.

Protective Provisions.  A Participant will cooperate with the
Company by furnishing any and all information requested by the
Company in order to facilitate the payment of benefits hereunder,
and by taking such physical examinations as the Company may deem
necessary, and taking such other action as may be requested by
the Company.

Terms.  Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in
all cases where they would so apply; and wherever any words are
used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or in the
singular, as the case may be, in all cases where they would so
apply.

Captions.  The captions of the articles, sections and paragraphs
of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.

Governing Law.  The provisions of this Plan shall be construed
and interpreted according to the laws of the State of California.

Validity.  In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal and invalid provision
had never been inserted herein.

Notice.  Any notice or filing required or permitted to be given
to the Committee under this Plan shall be sufficient if in
writing and hand-delivered, or sent by registered or certified
mail or facsimile transmission, to:

ALZA
Executive Deferral Plan Committee
950 Page Mill Road
P.O. Box 10950
Palo Alto, CA  94303-0802
Attn:  Treasurer

Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.

Successors.  The provisions of this Plan shall bind and inure to
the benefit of the Company and its successors and assigns.  The
term successors as used herein shall include any corporate or
other business entity which shall, whether by merger,
consolidation, purchase or otherwise, acquire all, or
substantially all, of the business and assets of the Company, and
successors or any such corporation or other business entity.

Spouse's Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under
the laws of intestate succession.

Distribution in the Event of Taxation.  If, for any reason, all
or any portion of a Participant's benefit under this Plan becomes
taxable to the Participant prior to receipt, a Participant may
petition the Committee for a distribution of assets sufficient to
meet the Participant's tax liability (including additions to tax,
penalties and interest).  Upon the grant of such a petition,
which grant shall not be unreasonably withheld, the Company shall
distribute to the Participant immediately available funds in an
amount equal to that Participant's federal, state and local tax
liability associated with such taxation (which amount shall not
exceed a Participant's accrued benefit under the Plan), which
liability shall be measured by using that Participant's then
current highest federal, state and local marginal tax rate, plus
the rates or amounts for the applicable additions to tax,
penalties and interest.  If the petition is granted, the tax
liability distribution shall be made within 90 days of the date
when the Participant's petition is granted.  Such a distribution
shall affect and reduce the benefits to be paid under this Plan.

Incompetent.  In the event that it shall be found upon evidence
satisfactory to the Committee that any Participant or Beneficiary
to whom a benefit is payable under this Plan is unable to care
for his or her affairs because of illness or accident, any
payment due (unless prior claim had been made by a duly
authorized guardian or other legal representative) may be paid,
upon appropriate indemnification of the Committee, to the spouse
of such person or any other person deemed by the Committee to
have incurred expense for such Participant.  Any such payment
shall be a payment out of the account of the Participant and
shall be a complete discharge of any liability of the Plan for
such payment amount.

Article 14
Administration

Committee Duties.  This Plan shall be administered by a Committee
which shall consist of persons appointed by the Board of
Directors of ALZA.  Members of the Committee may be Participants
under this Plan.  The Committee shall also have the authority to
make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or
resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan.

Agents.  In the administration of this Plan, the Committee may,
from time to time, employ agents and delegate to them such
administrative duties as it sees fit and may from time to time
consult with counsel who may be counsel to the Company.

Binding Effect of Decisions.  The decision or action of the
Committee with respect to any question arising out of or in
connection with the administration, interpretation, and
application of the Plan, and the rules and regulations
promulgated hereunder, shall be final and conclusive, and binding
upon all persons having any interest in the Plan.

Indemnity of Committee.  The Company shall indemnify and hold
harmless the members of the Committee against any and all claims,
loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, except in the case of
willful misconduct by the Committee or any of its members.

Company Information.  To enable the Committee to perform its
functions, the Company shall supply full and timely information
to the Committee on all matters relating to the salary of all
Participants, the date and circumstances of the retirement
disability, death, or termination of employment of all
Participants, and such other pertinent information as the
Committee may reasonably require.

Change in Payments.  The Committee shall have the power, at its
sole discretion, to change the manner and timing of payments to
be made to a Participant or Beneficiary from that which would be
otherwise payable, if requested to do so by such Participant or
Beneficiary.