<PAGE>
                                                                    EXHIBIT 10.1

                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN


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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

                                TABLE OF CONTENTS

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ARTICLE I. NAME AND EFFECTIVE DATE...........................................................1

   1.1    Plan...............................................................................1
   1.2    Effective Date of the Plan.........................................................1
   1.3    Plan Purpose.......................................................................1
   1.4    Merger of Allergan, Inc. Puerto Rico Savings and Investment Plan...................2
   1.5    Plan Intended to Qualify...........................................................2

ARTICLE II. DEFINITIONS......................................................................4

   2.1    Accounts...........................................................................4
   2.2    Affiliated Company.................................................................4
   2.3    After Tax Deposits.................................................................4
   2.4    After Tax Deposits Account.........................................................4
   2.5    Allergan ESOP Account..............................................................4
   2.6    Allergan Stock.....................................................................4
   2.7    Anniversary Date...................................................................4
   2.8    Before Tax Deposits................................................................4
   2.9    Before Tax Deposits Account........................................................4
   2.10   Beneficiary........................................................................5
   2.11   Board of Directors.................................................................5
   2.12   Break in Service...................................................................5
   2.13   Code...............................................................................5
   2.14   Committee..........................................................................5
   2.15   Company............................................................................5
   2.16   Company Contributions..............................................................5
   2.17   Company Contributions Account......................................................5
   2.18   Company Stock......................................................................5
   2.19   Compensation.......................................................................5
   2.20   Credited Service...................................................................7
   2.21   Disability.........................................................................8
   2.22   Effective Date.....................................................................8
   2.23   Eligible Employee..................................................................8
   2.24   Eligible Retirement Plan...........................................................9
   2.25   Eligible Rollover Distribution.....................................................9
   2.26   Employee..........................................................................10
   2.27   Employment Commencement Date......................................................10
   2.28   ERISA.............................................................................10
   2.29   Forfeitures.......................................................................10
   2.30   415 Suspense Account..............................................................10
   2.31   Highly Compensated Employee.......................................................10
</TABLE>



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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

                                TABLE OF CONTENTS

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   2.32   Hour of Service...................................................................12
   2.33   Investment Manager................................................................12
   2.34   Leased Employee...................................................................12
   2.35   Leave of Absence..................................................................12
   2.36   Matched Deposits..................................................................13
   2.37   Matching Contributions............................................................13
   2.38   Normal Retirement Age.............................................................14
   2.39   Participant.......................................................................14
   2.40   Participant Deposits..............................................................14
   2.41   Period of Severance...............................................................14
   2.42   Plan..............................................................................14
   2.43   Plan Administrator................................................................14
   2.44   Plan Year.........................................................................14
   2.45   Profit Sharing Account............................................................14
   2.46   Profit Sharing Contributions......................................................14
   2.47   Reemployment Commencement Date....................................................14
   2.48   Rollover Account..................................................................15
   2.49   Severance.........................................................................15
   2.50   Severance Date....................................................................15
   2.51   Sponsor...........................................................................16
   2.52   Transferring Employee.............................................................16
   2.53   Trust.............................................................................16
   2.54   Trust Agreement...................................................................16
   2.55   Trustee...........................................................................16
   2.56   Valuation Date....................................................................16
   2.57   Definitions relating to the Allergan Savings Plan.................................16

ARTICLE III. ELIGIBILITY AND PARTICIPATION..................................................17

ARTICLE IV. PARTICIPANT DEPOSITS............................................................18

   4.1    Election..........................................................................18
   4.2    Amount Subject to Election........................................................19
   4.3    Limitation on Compensation Deferrals..............................................21
   4.4    Provisions for Return of Excess Before Tax Deposits Over $11,000..................24
   4.5    Provision for Recharacterization or Return of Excess Deferrals by Highly
          Compensated Participants..........................................................26
   4.6    Contributions under the Allergan Savings Plan.....................................28
   4.7    Termination, Change in Rate, or Resumption of Deferrals...........................29
   4.8    Character of Deposits.............................................................29
   4.9    Rollover Contributions............................................................29
</TABLE>



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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

                                TABLE OF CONTENTS

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ARTICLE V. TRUST FUND AND COMPANY CONTRIBUTIONS.............................................31

   5.1    General...........................................................................31
   5.2    Single Trust......................................................................31
   5.3    Company Contributions.............................................................31
   5.4    Form of Company Contributions.....................................................33
   5.5    Investment of Trust Assets........................................................33
   5.6    Irrevocability....................................................................37
   5.7    Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund.........37
   5.8    Certain Offers for Company Stock..................................................37
   5.9    Voting of Company Stock...........................................................41
   5.10   Securities Law Limitation.........................................................43
   5.11   Distributions.....................................................................43
   5.12   Taxes.............................................................................43
   5.13   Trustee Records to be Maintained..................................................43
   5.14   Annual Report of Trustee..........................................................43
   5.15   Appointment of Investment Manager.................................................44
   5.16   Certain Offers for Allergan Stock; Voting of Allergan Stock.......................44

ARTICLE VI. ACCOUNTS AND ALLOCATIONS........................................................45

   6.1    Participants' Accounts............................................................45
   6.2    Allocation of Amounts Contributed by Participants.................................45
   6.3    Allocation of Company Contributions and Forfeitures...............................45
   6.4    Valuation of Participants' Accounts...............................................46
   6.5    Valuation of Company Stock........................................................46
   6.6    Dividends, Splits, Recapitalizations, Etc.........................................47
   6.7    Stock Rights, Warrants or Options.................................................47
   6.8    Allergan Stock....................................................................47
   6.9    Treatment of Accounts Upon Severance..............................................47
   6.10   Cash Dividends....................................................................47
   6.11   Miscellaneous Allocation Rules....................................................48
   6.12   Cash Dividends on Allergan Stock..................................................49
   6.13   Limitations on After Tax Deposits and Matching Contributions......................49
   6.14   Provision for Disposition of Excess After Tax Deposits
          or Matching Contributions on Behalf of Highly Compensated Participants............52

ARTICLE VII. VESTING IN PLAN ACCOUNTS.......................................................55

   7.1    No Vested Rights Except as Herein Provided........................................55
   7.2    Vesting Schedule..................................................................55
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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

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   7.3    Severance When Less than Fully Vested.............................................56
   7.4    Vesting of Participant Deposits...................................................57

ARTICLE VIII. PAYMENT OF PLAN BENEFITS......................................................58

   8.1    Withdrawals During Employment.....................................................58
   8.2    Distributions Upon Termination of Employment or Disability........................59
   8.3    Distribution Upon Death of Participant............................................60
   8.4    Designation of Beneficiary........................................................60
   8.5    Hardship Withdrawal Rule..........................................................62
   8.6    Distribution Rules................................................................63
   8.7    Forfeitures.......................................................................64
   8.8    Valuation of Plan Benefits Upon Distribution......................................65
   8.9    Lapsed Benefits...................................................................65
   8.10   Persons Under Legal Disability....................................................66
   8.11   Additional Documents..............................................................66
   8.12   Trustee-to-Trustee Transfers......................................................67
   8.13   Loans to Participants.............................................................67
   8.14   Put Option for Company Stock Allocated to Allergan ESOP Accounts..................69

ARTICLE IX. OPERATION AND ADMINISTRATION....................................................73

   9.1    Appointment of Committee..........................................................73
   9.2    Transaction of Business...........................................................73
   9.3    Voting............................................................................73
   9.4    Responsibility of Committee.......................................................74
   9.5    Committee Powers..................................................................74
   9.6    Additional Powers of Committee....................................................75
   9.7    Periodic Review of Funding Policy.................................................76
   9.8    Claims Procedure..................................................................76
   9.9    Appeals Procedures................................................................76
   9.10   Limitation on Liability...........................................................77
   9.11   Indemnification and Insurance.....................................................77
   9.12   Compensation of Committee and Plan Expenses.......................................78
   9.13   Resignation.......................................................................78
   9.14   Reliance Upon Documents and Opinions..............................................78

ARTICLE X. AMENDMENT AND ADOPTION OF PLAN...................................................79

   10.1   Right to Amend Plan...............................................................79
   10.2   Adoption of Plan by Affiliated Companies..........................................79
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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

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ARTICLE XI. DISCONTINUANCE OF CONTRIBUTIONS.................................................80

ARTICLE XII. TERMINATION AND MERGER.........................................................81

   12.1   Right to Terminate Plan...........................................................81
   12.2   Merger Restriction................................................................81
   12.3   Effect on Trustee and Committee...................................................81
   12.4   Effect of Reorganization, Transfer of Assets or Change in Control.................81

ARTICLE XIII. LIMITATION ON ALLOCATIONS.....................................................84

   13.1   General Rule......................................................................84
   13.2   Annual Additions..................................................................84
   13.3   Other Defined Contribution Plans..................................................85
   13.4   Adjustments for Excess Annual Additions...........................................85
   13.5   Compensation......................................................................85
   13.6   Treatment of 415 Suspense Account Upon Termination................................86
   13.7   Annual Additions under the Allergan Savings Plan..................................86

ARTICLE XIV. TOP-HEAVY RULES................................................................88

   14.1   Applicability.....................................................................88
   14.2   Definitions.......................................................................88
   14.3   Top-Heavy Status..................................................................89
   14.4   Minimum Contributions.............................................................91
   14.5   Minimum Vesting Rules.............................................................92
   14.6   Noneligible Employees.............................................................92

ARTICLE XV. RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS..................93

   15.1   General Restrictions Against Alienation...........................................93
   15.2   Qualified Domestic Relations Orders...............................................93

ARTICLE XVI. MISCELLANEOUS PROVISIONS.......................................................97

   16.1   No Right of Employment Hereunder..................................................97
   16.2   Effect of Article Headings........................................................97
   16.3   Limitation on Company Liability...................................................97
   16.4   Gender............................................................................97
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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

                                TABLE OF CONTENTS

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   16.5   Interpretation....................................................................97
   16.6   Withholding For Taxes.............................................................97
   16.7   California Law Controlling........................................................97
   16.8   Plan and Trust as One Instrument..................................................97
   16.9   Invalid Provisions................................................................97
   16.10  Counterparts......................................................................98

APPENDIX A - Special Provisions for Puerto Rico-Based Payroll Employees....................A-1

APPENDIX B - Special Provisions Relating to Allergan Stock.................................B-1
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                                       vi

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                          ADVANCED MEDICAL OPTICS, INC.

                                   401(K) PLAN

                                   ARTICLE I.
                             NAME AND EFFECTIVE DATE

        1.1 Plan. This document, made and entered into by Advanced Medical
Optics, Inc., a Delaware corporation ("AMO"), establishes the Advanced Medical
Optics, Inc. 401(k) Plan1 (the "Plan") effective as of the Distribution Date
(defined below). Allergan, Inc., a Delaware corporation ("Allergan") is expected
to distribute the shares of Common Stock, par value $0.01 per share, of AMO to
the stockholders of Allergan. Upon such distribution, AMO will cease to be a
subsidiary of Allergan. Such distribution is referred to herein as the
"Distribution," and the date of the Distribution is referred to herein as the
"Distribution Date."

                In connection with the Distribution, the assets and liabilities
attributable to the accounts of the "Transferring Employees" (as defined below)
in the Allergan, Inc. Savings and Investment Plan (the "Allergan Savings Plan"),
a qualified profit sharing plan with a qualified cash or deferred arrangement,
were spun off in accordance with Section 414(l) of the Code (as defined below),
Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA (as defined
below) to establish the Plan, effective as of the Distribution Date. The assets
attributable to the accounts of the "Transferring Employees" in the Allergan
Savings Plan (including, without limitation, any outstanding loans of the
"Transferring Employees" from the Allergan Savings Plan) will be transferred, in
kind, from the trust established pursuant to the Allergan Savings Plan to the
trust established pursuant to the Plan, as soon as administratively practical
after the Distribution.

                Also, in connection with the Distribution, the assets and
liabilities attributable to the accounts of the Transferring Employees in the
Allergan, Inc. Employee Stock Ownership Plan (the "Allergan ESOP") were
transferred from the Allergan ESOP to the Plan in a transfer of assets and
liabilities in accordance with Section 414(l) of the Code, Treasury Regulation
Section 1.414(l)-1, and Section 208 of ERISA, effective as of the Distribution
Date. Upon such transfer, the assets and liabilities so transferred were
converted from a qualified employee stock ownership plan to a qualified profit
sharing plan. The assets attributable to the accounts of the "Transferring
Employees" in the Allergan ESOP will be transferred, in kind, from the trust
established pursuant to the Allergan ESOP to the trust established pursuant to
the Plan, as soon as administratively practical after the Distribution.

        1.2 Effective Date of the Plan. The Effective Date of the Advanced
Medical Optics, Inc. 401(k) Plan, hereinafter referred to as the "Plan," shall
be the Distribution Date, unless otherwise specified in the Plan.

        1.3 Plan Purpose. The purpose of the Plan is to enable Eligible
Employees of AMO, and any Affiliated Companies that are authorized by the Board
of Directors to participate in the Plan, to share in the growth and prosperity
of the Company and to provide Participants with an opportunity to accumulate
capital for their future economic security. All assets acquired under the Plan
as a result of Company Contributions, income, and other additions to the Fund
under the


<PAGE>

Plan shall be administered, distributed, forfeited and otherwise governed by the
provisions of the Plan, which is to be administered by the Committee for the
exclusive benefit of Participants in the Plan and their Beneficiaries.

        1.4 Merger of Allergan, Inc. Puerto Rico Savings and Investment Plan.
The Allergan, Inc. Puerto Rico Savings and Investment Plan was merged with and
into the Allergan Savings Plan effective as of January 1, 1999. All account
balances of the Allergan, Inc. Puerto Rico Savings and Investment Plan were
transferred to the Allergan Savings Plan, and all account balances that were
transferred to the Allergan Savings Plan as a result of such merger, which were
spunoff to establish the Plan, shall be administered, distributed, forfeited and
otherwise governed by the provisions of the Plan and Appendix A, which is
attached hereto and made a part hereof.

        1.5 Plan Intended to Qualify. The Plan is an employee benefit plan that
is intended to qualify under Code Section 401(a) as a qualified profit sharing
plan and under Code Section 401(k) as a qualified cash or deferred arrangement.

                The Plan is established by a spinoff of the assets and
liabilities attributable to the accounts of the Transferring Employees in the
Allergan Savings Plan. The Allergan Savings Plan's last determination letter was
issued by the Internal Revenue Service on September 24, 1999 with respect to the
Allergan, Inc. Savings and Investment Plan (Restated 1998) and its compliance
with the changes to the qualification requirements made by the Uruguay Round
Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of
1994, the Small Business Job Protection Act of 1996, and the Taxpayer Relief Act
of 1997 (collectively referred to as the "GUST Amendments") which were effective
for Plan Years beginning prior to January 1, 1999. The Allergan Savings Plan was
amended and restated, generally effective as of January 1, 2002, in order to
comply with all changes to the qualification requirements made by the GUST
Amendments, the Community Renewal Tax Relief Act of 2000 ("CRA"), including
qualification requirements that are effective for Plan Years beginning on or
after January 1, 1999, and the Economic Growth and Tax Relief Reconciliation Act
of 2001 ("EGTRRA"), and a request for a favorable determination letter with
respect to such amendment and restatement has been filed with the Internal
Revenue Service. The EGTRRA provisions of the amendment and restatement of the
Allergan Savings Plan are intended to be regarded as good faith compliance with
the requirements of EGTRRA and are to be construed in accordance with EGTRRA and
guidance issued thereunder.

                The assets and liabilities attributable to the accounts of the
Transferring Employees in the Allergan ESOP were transferred to the Plan. The
Allergan ESOP was amended and restated, generally effective as of January 1,
2002, in order to comply with all changes to the qualification requirements made
by the GUST Amendments, the CRA, including qualification requirements that are
effective for Plan Years beginning on or after January 1, 1999 and the EGTRRA,
and a request for a favorable determination letter with respect to such
amendment and restatement has been filed with the Internal Revenue Service. The
EGTRRA provisions of the amendment and restatement of the Allergan ESOP are
intended to be regarded as good faith compliance with the requirements of EGTRRA
and are to be construed in accordance with EGTRRA and the guidance issued
thereunder.



                                       2
<PAGE>

                The provisions of the Plan are intended to comply with all
changes to the qualification requirements made by the GUST Amendments, the CRA,
including qualification requirements that are effective for Plan Years beginning
on or after January 1, 1999, and EGTRRA. It is further intended that the EGTRRA
provisions of the Plan are to be regarded as good faith compliance with the
requirements of EGTRRA and are to be construed in accordance with EGTRRA and
guidance issued thereunder.



                                       3
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                                   ARTICLE II.
                                   DEFINITIONS

        2.1 Accounts. "Accounts" or "Participant's Accounts" shall mean the
After Tax Deposits Accounts, Before Tax Deposits Accounts, Company Contribution
Accounts, Profit Sharing Accounts, Rollover Accounts and Allergan ESOP Accounts
maintained for the various Participants.

        2.2 Affiliated Company. "Affiliated Company" shall mean (i) any
corporation, other than the Sponsor, which is included in a controlled group of
corporations (within the meaning of Code Section 414(b)) of which the Sponsor is
a member, (ii) any trade or business, other than the Sponsor, which is under
common control (within the meaning of Code Section 414(c)) with the Sponsor,
(iii) any entity or organization, other than the Sponsor, which is a member of
an affiliated service group (within the meaning of Code Section 414(m)) of which
the Sponsor is a member, and (iv) any entity or organization, other than the
Sponsor, which is affiliated with the Sponsor under Code Section 414(o). An
entity shall be an Affiliated Company pursuant to this Section only during the
period of time in which such entity has the required relationship with the
Sponsor under clauses (i), (ii), (iii) or (iv) of this Section after the
Effective Date of the Plan.

        2.3 After Tax Deposits. "After Tax Deposits" shall mean those
contributions made by a Participant which represent after-tax contributions.

        2.4 After Tax Deposits Account. "After Tax Deposits Account" of a
Participant shall mean his or her individual account in the Trust Fund in which
are held his or her After Tax Deposits and the earnings thereon, and the amounts
transferred from such Participant's "After Tax Deposits Account" (as defined in
the Allergan Savings Plan) in the Allergan Savings Plan to the Plan, if any, in
the spinoff from the Allergan Savings Plan and credited in accordance with
Section 6.1 and the earnings thereon.

        2.5 Allergan ESOP Account. "Allergan ESOP Account" of a Participant
shall mean his or her individual account in the Trust Fund in which are held the
amounts transferred from such Participant's "ESOP Account" (as defined in the
Allergan ESOP) in the Allergan ESOP to the Plan, if any, in the transfer of
assets and liabilities from the Allergan ESOP and credited in accordance with
Section 6.1 and the earnings thereon.

        2.6 Allergan Stock. "Allergan Stock" shall mean shares of Common Stock,
par value $0.01 per share, of Allergan, or any class of stock of Allergan
distributed in respect of Allergan Stock held by the Trust.

        2.7 Anniversary Date. "Anniversary Date" shall mean the last day of each
Plan Year.

        2.8 Before Tax Deposits. "Before Tax Deposits" shall mean those
contributions made by a Participant which represent pre-tax contributions.

        2.9 Before Tax Deposits Account. "Before Tax Deposits Account" of a
Participant shall mean his or her individual account in the Trust Fund in which
are held his or her Before



                                       4
<PAGE>
Tax Deposits and the earnings thereon, and the amounts transferred from such
Participant's "Before Tax Deposits Account" (as defined in the Allergan Savings
Plan) in the Allergan Savings Plan to the Plan, if any, in the spinoff from the
Allergan Savings Plan and credited in accordance with Section 6.1 and the
earnings thereon.

        2.10 Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person
or persons last designated by a Participant as set forth in Section 8.4 or, if
there is no designated Beneficiary or surviving Beneficiary, the person or
persons designated pursuant to Section 8.4 to receive the interest of a deceased
Participant in such event.

        2.11 Board of Directors. "Board of Directors" shall mean the Board of
Directors of the Sponsor (or its delegate) as it may from time to time be
constituted.

        2.12 Break in Service. "Break in Service" shall mean, with respect to an
Employee, each period of 12 consecutive months during a Period of Severance that
commences on the Employee's Severance Date or on any anniversary of such
Severance Date.

        2.13 Code. "Code" shall mean the Internal Revenue Code of 1986 and the
regulations thereunder. Reference to a specific Code Section shall be deemed
also to refer to any applicable regulations under that Section, and shall also
include any comparable provisions of future legislation that amend, supplement
or supersede that specific Section.

        2.14 Committee. "Committee" shall mean the committee to be appointed
under the provisions of Section 9.1 to administer the Plan.

        2.15 Company. "Company" shall mean collectively the Sponsor and each
Affiliated Company that adopts the Plan in accordance with Section 10.2.

        2.16 Company Contributions. "Company Contributions" shall mean all
amounts (whether in cash or other property, including Company Stock), including
Matching Contributions and Profit Sharing Contributions, paid by the Company
pursuant to Section 5.3 into the Trust Fund established and maintained under the
provisions of the Plan for the purpose of providing benefits for Participants
and their Beneficiaries. Unless expressly stated otherwise in the Plan, Company
Contributions shall not include Participant Before Tax or After Tax Deposits.

        2.17 Company Contributions Account. "Company Contributions Account"
shall mean a Participant's individual account in the Trust Fund in which are
held Matching Contributions and the earnings thereon, and the amounts
transferred from such Participant's "Company Contributions Account" (as defined
in the Allergan Savings Plan) in the Allergan Savings Plan to the Plan, if any,
in the spinoff from the Allergan Savings Plan and credited in accordance with
Section 6.1 and the earnings thereon.

        2.18 Company Stock. "Company Stock" shall mean any class of stock of the
Sponsor which constitutes both "qualifying employer securities" as defined in
Section 407(d)(5) of ERISA and "employer securities" as defined in Code Section
409(1).

        2.19 Compensation. "Compensation" shall mean the following:




                                       5
<PAGE>

                (a) Compensation shall include amounts paid during a Plan Year
        to a Participant by the Company for services rendered, including base
        earnings, commissions and similar incentive compensation, cost of living
        allowances earned within the United States of America, holiday pay,
        overtime earnings, pay received for election board duty, pay received
        for jury and witness duty, pay received for military service (annual
        training), pay received for being available for work, if required
        (call-in premium), shift differential and premium, sickness/accident
        related pay, vacation pay, vacation shift premium, and bonus amounts
        paid under the (i) Sales Bonus Program, (ii) Management Bonus Plan or
        Executive Bonus Plan, either in cash or in restricted stock, and (iii)
        group performance sharing payments, such as the "Partners for Success."

                (b) Compensation shall include amounts of salary reduction
        elected by a Participant under a Code Section 401(k) cash or deferred
        arrangement or a Code Section 125 cafeteria plan.

                (c) Compensation shall not include business expense
        reimbursements; Company gifts or the value of Company gifts; Company
        stock related options and payments; employee referral awards; flexible
        compensation credits paid in cash; special overseas payments, allowances
        and adjustments including, but not limited to, pay for cost of living
        adjustments and differentials paid for service outside of the United
        States, expatriate reimbursement payments, and tax equalization
        payments; forms of imputed income; long-term disability pay; payment for
        loss of Company car; Company car allowance; payments for patents or for
        writing articles; relocation and moving expenses; retention and
        employment incentive payments; severance pay; long-term incentive
        awards, bonuses or payments; "Impact Award" payments; "Employee of the
        Year" payments; "Awards for Excellence" payments; special group
        incentive payments and individual recognition payments which are
        nonrecurring in nature; tuition reimbursement; and contributions by the
        Company under the Plan or distributions hereunder, any contributions or
        distributions pursuant to any other plan sponsored by the Company and
        qualified under Code Section 401(a) (other than contributions
        constituting salary reduction amounts elected by the Participant under a
        Code Section 401(k) cash or deferred arrangement), any payments under a
        health or welfare plan sponsored by the Company, or premiums paid by the
        Company under any insurance plan for the benefit of Employees.

                (d) Compensation for any Plan Year shall not include amounts in
        excess of $200,000, as adjusted for cost-of-living increases in
        accordance with Code Section 401(a)(17)(B) for purposes of determining
        all benefits provided under the Plan for any Plan Year. Any
        cost-of-living adjustments in effect for a calendar year shall apply to
        the Plan Year beginning with or within such calendar year. For purposes
        of determining a Participant's Compensation used in calculating the
        Profit Sharing Contribution for such Participant, if any, with respect
        to the Plan Year ending on December 31, 2002, the limitation on
        Compensation shall equal $200,000, multiplied by a fraction, the
        numerator of which is the number of days in the Plan Year, and the
        denominator is 365.



                                       6
<PAGE>

                (e) Notwithstanding the foregoing, for purposes of applying the
        provisions of Articles XIII and XIV, a Participant's Compensation shall
        be determined pursuant to the definition of "Compensation" as set forth
        in Section 13.5 or 14.2(i), as the case may be.

                (f) Except as specifically provided otherwise, Compensation
        shall not include amounts paid or received prior to the Effective Date.

        2.20 Credited Service. "Credited Service" shall mean, with respect to
each Employee, his or her years and months of Credited Service determined in
accordance with the following rules:


                (a) In the case of any Employee who was employed by the
        "Company" (as defined in the Allergan Savings Plan) at any time prior to
        the Effective Date, for the period prior to the Effective Date, such
        Employee shall be credited with Credited Service under the Plan equal to
        the period (if any) of "Credited Service" (as defined in the Allergan
        Savings Plan) credited to such Employee under the Allergan Savings Plan.
        In the case of any Employee who was employed by the "Company" (as
        defined in the Allergan ESOP) at any time prior to the Effective Date,
        such Employee shall be credited with Credited Service under the Plan
        equal to the period (if any) of "Credited Service" (as defined in the
        Allergan ESOP) credited to such Employee under the Allergan ESOP.
        Notwithstanding the foregoing, a Employee shall not receive duplicative
        credit for any such period of "Credited Service" under the Allergan
        Savings Plan or the Allergan ESOP.

                (b) In the case of any Employee who is employed by the Company
        on or after the Effective Date, an Employee shall receive Credited
        Service for the elapsed period of time between each Employment
        Commencement Date (or Reemployment Commencement Date) of the Employee
        and the Severance Date which immediately follows that Employment
        Commencement Date (or Reemployment Commencement Date). Solely for the
        purpose of determining an Employee's Credited Service under this
        paragraph (b), in the case of an Employee who is employed on the
        Effective Date, that date shall be deemed to be an Employment
        Commencement Date of the Employee (with service credit for periods prior
        to the Effective Date to be determined under paragraph (a) above). An
        Employee who is absent from work on an authorized Leave of Absence shall
        be deemed to have incurred a Severance (if any) in accordance with the
        rules of Section 2.49.

                (c) An Employee shall receive Credited Service credit for
        periods between a Severance and his or her subsequent Reemployment
        Commencement Date in accordance with the following rules:

                        (i) If an Employee incurs a Severance by reason of a
                quit, discharge, Disability, or retirement whether or not such a
                Severance occurs during an approved Leave of Absence and the
                Employee is later reemployed by the Company prior to his or her
                incurring a Break in Service, he or she shall receive



                                       7
<PAGE>

                Credited Service for the period commencing with his or her
                Severance Date and ending with his or her subsequent
                Reemployment Commencement Date.

                        (ii) Other than as expressly set forth above in this
                paragraph (c), an Employee shall receive no Credited Service
                with respect to periods between a Severance and a subsequent
                Reemployment Commencement Date.

                (d) For all purposes of the Plan, an Employee's total Credited
        Service shall be determined by aggregating any separate periods of
        Credited Service separated by any Breaks in Service.

                (e) An Employee shall be credited with Credited Service with
        respect to a period of employment with an Affiliated Company, but only
        to the extent that such period of employment would be so credited under
        the foregoing rules set forth in this Section had such Employee been
        employed during such period by the Company.

                (f) Notwithstanding the foregoing, unless the Sponsor shall so
        provide by resolution of its Board of Directors, or unless otherwise
        expressly stated in the Plan, an Employee shall not receive such
        Credited Service credit for any period of employment with an Affiliated
        Company prior to such entity becoming an Affiliated Company.

                (g) Notwithstanding any provision of the Plan to the contrary,
        contributions, benefits and service credit with respect to qualified
        military service shall be provided in accordance with Code Section
        414(u).

        2.21 Disability. "Disability" shall mean any mental or physical
condition which, in the judgment of the Committee, based on such competent
medical evidence as the Committee may require, renders an individual unable to
engage in any substantial gainful activity for the Company for which he or she
is reasonably fitted by education, training, or experience and which condition
can be expected to result in death or which has lasted or can be expected to
last for a continuous period of at least 12 months. The determination by the
Committee, upon opinion of a physician selected by the Committee, as to whether
a Participant has incurred a Disability shall be final and binding on all
persons. If a Participant's Severance occurs upon the expiration of such
Participant's medical Leave of Absence in accordance with the Company's medical
Leave of Absence policies, as in effect as of the Effective Date, such Severance
shall be deemed to be due to a Disability.

        2.22 Effective Date. "Effective Date" of this Plan shall mean the
Distribution Date, unless otherwise specified in the Plan.

        2.23 Eligible Employee. "Eligible Employee" shall mean any United
States-based payroll Employee and any Puerto Rico-based payroll Employee of the
Company and any expatriate Employee of the Company who is a United States
citizen or permanent resident, but excluding any non-resident alien of the
United States and Puerto Rico, any non-regular



                                       8
<PAGE>

manufacturing site transition Employee, any Leased Employee, and any Employee
covered by a collective bargaining agreement.

        2.24 Eligible Retirement Plan. "Eligible Retirement Plan" shall mean an
individual retirement account or annuity described in Code Section 408(a) or
408(b) and a qualified retirement plan described in Code Section 401(a) or
403(a) that accepts Eligible Rollover Distributions. An Eligible Retirement Plan
shall also mean an annuity contract described in Code Section 403(b) and an
eligible plan described in Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this Plan. The definition of Eligible
Retirement Plan shall also apply in the case of an Eligible Rollover
Distribution to a surviving spouse or to a spouse or former spouse who is an
Alternate Payee under a Qualified Domestic Relations Order (as defined in
Article XV).

        2.25 Eligible Rollover Distribution. "Eligible Rollover Distribution"
shall mean any distribution of all or any portion of the balance to the credit
of the Distributee, except that an Eligible Rollover Distribution shall not
include:

                (a) any distribution that is one of a series of substantially
        equal periodic payments (not less frequently than annually) made for the
        life (or life expectancy) of the Distributee of the joint lives (or
        joint life expectancies) of the Distributee and the Distributee's
        designated beneficiary, or for a specified period of ten years or more;

                (b) any distribution to the extent such distribution is required
        under Code Section 401(a)(9);

                (c) the portion of any distribution that is not includable in
        gross income (determined without regard to the exclusion for net
        unrealized appreciation with respect to employer securities);

                (d) any hardship distribution described in Code Section
        401(k)(2)(B)(I)(IV), and any hardship withdrawal made pursuant to
        Section 8.1(e); and

                (e) any other distribution that is reasonably expected to total
        less than $200 during the year.

        A portion of a distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of After Tax Deposits or the
portion consists of rollover after tax employee contributions made pursuant to
Section 4.9, which are not includible in gross income. However, such portion(s)
may be transferred only to an individual retirement account or annuity described
in Code Section 408(a) or 408(b) or to a qualified defined contribution plan
described in Code Section 401(a) or 403(a) that agrees to separately account for
amounts so transferred, including separately accounting for the portion of such
distribution which is includible in gross



                                       9
<PAGE>

income and the portion of such distribution which is not so includible. For
purposes of this Section, "Distributee" shall mean any Employee or former
Employee receiving a distribution from the Plan. A Distributee also includes the
Employee or former Employee's surviving spouse and the Employee or former
Employee's spouse or former spouse who is the Alternate Payee under a Qualified
Domestic Relations Order (as defined in Article XV) with regard to the interest
of the spouse or former spouse.

        2.26 Employee. "Employee" shall mean, for purposes of the Plan, any
person who is employed by the Sponsor or an Affiliated Company in any capacity,
any portion of whose income is subject to withholding of income tax and/or for
whom Social Security contribution are made by the Sponsor or an Affiliated
Company, as well as a Puerto Rico-based payroll Employee of the Sponsor or an
Affiliated Company except that such term shall not include (i) any individual
who performs services for the Sponsor or an Affiliated Company and who is
classified or paid as an independent contractor as determined by the payroll
records of the Sponsor or an Affiliated Company even if a court or
administrative agency determines that such individual is a common-law employee
and not an independent contractor and (ii) any individual who performs services
for the Sponsor or an Affiliated Company pursuant to an agreement between the
Sponsor or an Affiliated Company and any other person including a leasing
organization except to the extent such individual is a Leased Employee.

        2.27 Employment Commencement Date. "Employment Commencement Date" shall
mean the date on which an Employee is first credited with an Hour of Service for
the Sponsor or an Affiliated Company. An Employee shall not, for the purpose of
determining his or her Employment Commencement Date, be deemed to have commenced
employment with an Affiliated Company prior to the effective date on which the
entity became an Affiliated Company unless the Sponsor expressly determines
otherwise, and except as is expressly provided otherwise in the Plan or in
resolutions of the Board of Directors.

        2.28 ERISA. "ERISA" shall mean the Employee Retirement Income Security
Act of 1974 and the regulations thereunder. Reference to a specific ERISA
Section shall be deemed also to refer to any applicable regulations under that
Section, and shall also include any comparable provisions of future legislation
that amend, supplement or supersede that specific Section.

        2.29 Forfeitures. "Forfeitures" shall mean the nonvested portion of a
Participant's benefit that is forfeited in accordance with the provisions of
Article VIII.

        2.30 415 Suspense Account. "415 Suspense Account" shall mean the account
(if any) established and maintained in accordance with the provisions of Article
XIII for the purpose of holding and accounting for allocations of excess Annual
Additions (as defined in Article XIII).

        2.31 Highly Compensated Employee. "Highly Compensated Employee" shall
mean:

                (a) An Employee who performed services for the Employer during
        the Plan Year or preceding Plan Year and is a member of one or more of
        the following groups:



                                       10
<PAGE>

                        (i) Employees who at any time during the Plan Year or
                preceding Plan Year were Five Percent Owners (as defined in
                Section 14.2).

                        (ii) Employees who received Compensation during the
                preceding Plan Year from the Employer in excess of $80,000 (as
                adjusted in such manner as is permitted under Code Section
                414(q)(1)).

                (b) For the purpose of this Section, the term "Compensation"
        means compensation as defined in Code Section 415(c)(3), as set forth in
        Section 13.5.

                (c) The term "Highly Compensated Employee" includes a Former
        Highly Compensated Employee. A Former Highly Compensated Employee is any
        Employee who was (i) a Highly Compensated Employee when he or she
        terminated employment with the Employer or (ii) a Highly Compensated
        Employee at any time after attaining age 55.

                (d) For the purpose of this Section, the term "Employer" shall
        mean the Sponsor and any Affiliated Company.

                (e) The determination of who is a Highly Compensated Employee,
        including the determination of the Compensation that is considered,
        shall be made in accordance with Code Section 414(q) and applicable
        regulations to the extent permitted thereunder. The Committee, for
        administrative convenience, may establish rules and procedures for
        purposes of identifying Highly Compensated Employees, which rules and
        procedures may result in an Eligible Employee being deemed to be a
        Highly Compensated Employee for purposes of the limitations of Article
        IV and Article VI, whether or not such Eligible Employee is a Highly
        Compensated Employee described in Code Section 414(q).

                (f) Subject to Code Section 414(q) and the regulations
        thereunder, for purposes of this Section, with respect to the Plan Years
        ending on December 31, 2002 and 2003, "Highly Compensated Employee"
        shall be determined as follows:

                        (i) A Transferring Employee who at any time prior to the
                Effective Date and during the Plan Year or the preceding Plan
                Year was "Five Percent Owner" (as defined in the Allergan
                Savings Plan) shall be treated as an Employee described in
                paragraph (a)(i).

                        (ii) With respect to the Plan Year ending on December
                31, 2002, a Transferring Employee who received "Compensation"
                (as defined in the Allergan Savings Plan) during the preceding
                Plan Year from the "Employer" (as defined in the Allergan
                Savings Plan) in excess of $80,000 (as adjusted in such manner
                as is permitted under Code Section 414(q)(1)) shall be treated
                as an Employee described in paragraph (a)(ii).



                                       11
<PAGE>

                        (iii) With respect to the Plan Year ending on December
                31, 2003, a Transferring Employee's "Compensation" (as defined
                under the definition of "Highly Compensated Employee" in the
                Allergan Savings Plan) for the period commencing on January 1,
                2002 and ending immediately prior to the Effective Date shall be
                treated as Compensation to the Employee under subsection (a).

        2.32 Hour of Service. "Hour of Service" shall mean an hour for which an
Employee is paid or entitled to payment for the performance of duties for the
Sponsor and any Affiliated Company.

        2.33 Investment Manager. "Investment Manager" shall mean the one or more
Investment Managers, if any, that are appointed pursuant to Section 5.15 and who
constitute investment managers under Section 3(38) of ERISA.

        2.34 Leased Employee. "Leased Employee" shall mean any person (other
than an Employee of the recipient) who pursuant to an agreement between the
recipient and any other person ("leasing organization") has performed services
for the recipient (or for the recipient and related persons determined in
accordance with Code Section 414(n)(6)) on a substantially full time basis for a
period of at least one (1) year, and such services are performed under the
primary direction or control by recipient employer. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as provided by
the recipient employer. A Leased Employee shall not be considered an Employee of
the recipient if Leased Employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce and such Leased Employee is covered
by a money purchase pension plan providing (i) a nonintegrated employer
contribution rate of at least ten (10) percent of compensation as defined under
Code Section 415(c)(3); (ii) immediate participation; and (iii) full and
immediate vesting.

        2.35 Leave of Absence.

                (a) "Leave of Absence" shall mean any personal leave from active
        employment (whether with or without pay) duly authorized by the Company
        under the Company's standard personnel practices. All persons under
        similar circumstances shall be treated alike in the granting of such
        Leaves of Absence. Leaves of Absence may be granted by the Company for
        reasons of health (including temporary sickness or short term
        disability) or public service or for any other reason determined by the
        Company to be in its best interests.

                (b) In addition to Leaves of Absence as defined in paragraph (a)
        above, the term Leave of Absence shall also mean a Maternity or
        Paternity Leave, as defined herein, but only to the extent and for the
        purposes required under paragraph (c) below. As used herein, "Maternity
        or Paternity Leave" shall mean an absence from work for any period (i)
        by reason of the pregnancy of the Employee, (ii) by reason of the birth
        of a child of the Employee, (iii) by reason of the placement of a child
        with the Employee in connection with the adoption of the child by the
        Employee, or (iv) for purposes of caring



                                       12
<PAGE>

        for the child for a period beginning immediately following the birth or
        placement referred to in clauses (ii) or (iii) above.

                (c) Subject to the provisions of paragraph (d) below, a
        Maternity or Paternity Leave described in paragraph (b) above shall be
        deemed to constitute an authorized Leave of Absence for purposes of the
        Plan only to the extent consistent with the following rules:

                        (i) For purposes of determining whether a Break in
                Service has occurred, the Severance Date of a Participant who is
                absent by reason of a Maternity or Paternity Leave shall not be
                deemed to occur any earlier than the second anniversary of the
                date upon which such Maternity or Paternity Leave commences.

                        (ii) The Maternity or Paternity Leave shall be treated
                as a Leave of Absence solely for purposes of determining whether
                or not an Employee has incurred a Break in Service. Accordingly,
                such a Maternity or Paternity Leave shall not result in an
                accrual of Credited Service for purposes of the vesting
                provisions of the Plan or for purposes of determining
                eligibility to participate in the Plan pursuant to the
                provisions of Article III (except only in determining whether a
                Break in Service has occurred).

                        (iii) A Maternity or Paternity Leave shall not be
                treated as a Leave of Absence unless the Employee provides such
                timely information as the Committee may reasonably require to
                establish that the absence is for the reasons listed in
                paragraph (b) above and to determine the number of days for
                which there was such an absence.

                (d) Notwithstanding the limitations provided in paragraph (c)
        above, a Maternity or Paternity Leave described in paragraph (b) above
        shall be treated as an authorized Leave of Absence, as described in
        paragraph (a), for all purposes of the Plan to the extent the period of
        absence is one authorized as a Leave of Absence under the Company's
        standard personnel practices and thus is covered by the provisions of
        paragraph (a) above without reference to the provisions of paragraph (b)
        above, provided, however, that the special rule provided under this
        paragraph (d) shall not apply if it would result in a Participant who is
        absent on a Maternity or Paternity Leave being deemed to have incurred a
        Break in Service sooner than under the rules set forth in paragraph (c).

        2.36 Matched Deposits. "Matched Deposits" of a Participant shall mean
his or her Deposits (whether Before Tax or After Tax) not in excess of eight
percent (8%) of Compensation; Matched Deposits shall include "catch-up" Before
Tax Deposits as described in Section 4.2(e). Matched Deposits shall participate
in allocations of Company Contributions and Forfeitures.

        2.37 Matching Contributions. "Matching Contributions" shall mean all
amounts (whether in cash or other property, including Company Stock) paid by the
Company pursuant to



                                       13
<PAGE>

Sections 5.3(a) and 5.3(b) into the Trust Fund established and maintained under
the provisions of the Plan for the purpose of providing benefits for
Participants and their Beneficiaries. "Matching Contributions" shall be credited
to a Participant's Company Contributions Account.

        2.38 Normal Retirement Age. "Normal Retirement Age" shall mean a
Participant's sixty-fifth (65th) birthday.

        2.39 Participant. "Participant" shall mean any Eligible Employee who has
commenced participation in the Plan pursuant to Article III and who retains
rights under the Plan.

        2.40 Participant Deposits. "Participant Deposits" shall mean all of a
Participant's deposits to the Plan, including After Tax Deposits and Before Tax
Deposits.

        2.41 Period of Severance. "Period of Severance" shall mean the period of
time commencing on an Employee's Severance Date and ending on the Employee's
subsequent Reemployment Commencement Date, if any.

        2.42 Plan. "Plan" shall mean the Advanced Medical Optics, Inc. 401(k)
Plan described herein and as amended from time to time.

        2.43 Plan Administrator. Plan Administrator" shall mean the
administrator of the Plan within the meaning of Section 3(16)(A) of ERISA. The
Plan Administrator shall be the Advanced Medical Optics, Inc. Corporate Benefits
Committee whose members are appointed by the Board of Directors pursuant to the
provisions of Section 9.1 to administer the Plan.

        2.44 Plan Year. "Plan Year" shall mean the calendar year; provided,
however, that the first Plan Year of the Plan shall commence on the Effective
Date and end on December 31, 2002.

        2.45 Profit Sharing Account. "Profit Sharing Account" shall mean a
Participant's individual account in the Trust Fund in which are held Profit
Sharing Contributions and the earnings thereon.

        2.46 Profit Sharing Contributions. "Profit Sharing Contributions" shall
mean all amounts (whether in cash or other property, including Company Stock)
paid by the Company pursuant to Section 5.3(c) into the Trust Fund established
and maintained under the provisions of the Plan for purposes of providing
benefits for Participants and their Beneficiaries. "Profit Sharing
Contributions" shall be credited to a Participant's Profit Sharing Account.

        2.47 Reemployment Commencement Date. "Reemployment Commencement Date"
shall mean, in the case of an Employee who incurs a Severance and who is
subsequently reemployed by the Sponsor or an Affiliated Company, the first day
following the Severance on which the Employee is credited with an Hour of
Service for the Sponsor or an Affiliated Company with respect to which he or she
is compensated or entitled to compensation by the Sponsor or an Affiliated
Company. An Employee shall not, for the purpose of determining his or her
Reemployment Commencement Date, be deemed to have commenced employment with an
Affiliated Company prior to the effective date on which such entity becomes an
Affiliated Company unless the Sponsor shall expressly determine otherwise, and
except as is expressly provided otherwise in the Plan or in resolutions of the
Board of Directors.



                                       14
<PAGE>

        2.48 Rollover Account. "Rollover Account" of a Participant shall be his
or her individual account in the Trust Fund in which are held rollover
contributions made pursuant to Section 4.9, and the amounts transferred from
such Participant's "Rollover Account" (as defined in the Allergan Savings Plan)
in the Allergan Savings Plan to the Plan, if any, in the spinoff from the
Allergan Savings Plan and credited in accordance with Section 6.1 and the
earnings thereon.

        2.49 Severance. "Severance" shall mean the termination of an Employee's
employment with the Sponsor or an Affiliated Company by reason of such
Employee's quit, discharge, Disability, death, retirement, or otherwise. For
purposes of determining whether an Employee has incurred a Severance, the
following rules shall apply:

                (a) An Employee shall not be deemed to have incurred a Severance
        (i) because of his or her absence from employment with the Sponsor or an
        Affiliated Company by reason of any paid vacation or holiday period, or
        (ii) by reason of any Leave of Absence, subject to the provisions of
        paragraph (b) below.

                (b) For purposes of the Plan, an Employee shall be deemed to
        have incurred a Severance on the earlier of (i) the date on which he or
        she dies, resigns, is discharged, or otherwise terminates his or her
        employment with the Sponsor or an Affiliated Company; or (ii) the date
        on which he or she is scheduled to return to work after the expiration
        of an approved Leave of Absence, if he or she does not in fact return to
        work on the scheduled expiration date of such Leave. In no event shall
        an Employee's Severance be deemed to have occurred before the last day
        on which such Employee performs any services for the Sponsor or an
        Affiliated Company in the capacity of an Employee with respect to which
        he or she is compensated or entitled to compensation by the Sponsor or
        an Affiliated Company.

                (c) Notwithstanding the foregoing, in the case of a Participant
        who is absent by reason of a Maternity or Paternity Leave, the
        provisions of Section 2.35(c)-(d) shall apply for purposes of
        determining whether such a Participant has incurred a Break in Service
        by reason of such Leave.

        2.50 Severance Date. "Severance Date" shall mean, in the case of any
Employee who incurs a Severance, the day on which such Employee is deemed to
have incurred said Severance as determined in accordance with the provisions of
Section 2.49, provided, however, that the special rules set forth under Section
2.35 shall apply with respect to determining whether a Participant on a
Maternity or Paternity Leave has incurred a Break in Service. In the case of any
Employee who incurs a Severance as provided under Section 2.49 and who is
entitled to a subsequent payment of compensation for reasons other than future
services (e.g., as back pay for past services rendered or as payments in the
nature of severance pay), the Severance Date of such Employee shall be as of the
effective date of the Severance event (e.g., the date of his or her death,
effective date of a resignation or discharge, etc.), and the subsequent payment
of the aforementioned type of post-Severance compensation shall not operate to
postpone the timing of the Severance Date for purposes of the Plan.



                                       15
<PAGE>

        2.51 Sponsor. "Sponsor" shall mean Advanced Medical Optics, Inc., a
Delaware corporation, and any successor corporation or entity.

        2.52 Transferring Employee. "Transferring Employee" shall mean an
"Employee" (as defined in the Allergan Savings Plan) who transfers employment to
the Sponsor or an Affiliated Company before or as of the Distribution Date and
who is an Employee (as defined in Section 2.26) as of the Distribution Date.

        2.53 Trust. "Trust" or "Trust Fund" shall mean the trust maintained
pursuant to the Trust Agreement and as described in Section 5.1 hereof, which
shall hold all cash and securities and all other assets of whatsoever nature
deposited with or acquired by the Trustee in its capacity as Trustee hereunder,
together with accumulated net earnings.

        2.54 Trust Agreement. "Trust Agreement" shall mean the agreement between
the Trustee and the Sponsor pursuant to which the Trust is maintained.

        2.55 Trustee. "Trustee" shall mean the individual or entity acting as a
trustee of the Trust Fund.

        2.56 Valuation Date. "Valuation Date" shall mean the date as of which
the Trustee shall determine the value of the assets in the Trust Fund for
purposes of determining the value of each Account, which shall be each business
day in accordance with rules applied in a consistent and uniform basis.

        2.57 Definitions relating to the Allergan Savings Plan. For purposes of
the Plan, the defined terms used herein with reference to the Allergan Savings
Plan shall have the meanings set forth in the Allergan Savings Plan, as in
effect immediately prior to the Effective Date.



                                       16
<PAGE>

                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION

        Each Transferring Employee who is a "Participant" (as defined in the
Allergan Savings Plan) immediately prior to the Effective Date shall become a
Participant in the Plan on the Effective Date. Each Transferring Employee who is
not a "Participant" (as defined in the Allergan Savings Plan) immediately prior
to the Effective Date shall become a Participant in the Plan on the date he or
she becomes an Eligible Employee.

        Each Eligible Employee (other than a Transferring Employee) whose
Employment Commencement Date occurs on or after the Effective Date shall be
eligible to participate in the Plan on his or her Employment Commencement Date
(if he or she is then an Eligible Employee), or on such later date as he or she
becomes an Eligible Employee. If an Eligible Employee's employment with the
Company terminates after the Employee has become a Participant in the Plan, the
Employee shall become eligible to participate in the Plan immediately upon his
or her Reemployment Commencement Date.



                                       17
<PAGE>

                                   ARTICLE IV.
                              PARTICIPANT DEPOSITS

        4.1 Election.

                (a) Each Eligible Employee may elect to defer the receipt of a
        portion of his or her Compensation and to have the deferred amount
        contributed directly by the Company to the Plan as Before Tax Deposits.
        Before Tax Deposits may be made only by means of payroll deduction.

                (b) Each Eligible Employee may elect to contribute to the Plan a
        portion of his or her Compensation as After Tax Deposits. After Tax
        Deposits may be made only by means of payroll deduction.

                (c) (i) The Committee shall prescribe procedures to implement
                automatic enrollment elections, pursuant to which an Eligible
                Employee or, if limited to newly hired Eligible Employees as
                determined by the Committee, shall be deemed to have elected to
                defer the receipt of four percent (4%) of his or her
                Compensation and to have such deferred amount contributed
                directly by the Company to the Plan as Before Tax Deposits if
                such Eligible Employee fails to change or terminate the
                automatic election for any Plan Year within the time period
                prescribed by the Committee (or, in the case of newly hired
                Eligible Employee, he or she fails to change or terminate the
                automatic election within 30 days of his or her hire date). Such
                procedures shall require that an Eligible Employee receive a
                written notice of explanation of the automatic election
                informing the Eligible Employee of the effective date of the
                automatic election, the automatic deferral percentage and his or
                her right to terminate the automatic election or to change the
                amount of his or her Before Tax Deposits made to the Plan as
                well as the procedures for exercising such rights and the timing
                for implementing a different election. An automatic election
                under this paragraph (c)(i) shall be effective as of the first
                pay period of the Plan Year (or, in the case of newly hired
                Eligible Employee, the first pay period following the 30-day
                period beginning on his or her date of hire) and shall remain in
                effect until superseded by a subsequent election by the Eligible
                Employee. Amounts contributed directly by the Company to the
                Plan under this paragraph (c)(i) shall be invested in the
                Balanced Fund described in Section 5.5(b) (or such other
                investment fund as is designated by the Committee) until
                superseded by a subsequent election by the Eligible Employee.

                        (ii) The Committee shall prescribe procedures to
                implement automatic enrollment elections for the Transferring
                Employees who are Eligible Employees on the Effective Date,
                pursuant to which such a Transferring Employee shall be deemed
                to have elected to defer the receipt of his or her Compensation
                and to have such deferred amount contributed directly by the
                Company as Before Tax



                                       18
<PAGE>

                Deposits, and to have elected to contribute his or her
                Compensation as After Tax Deposits, in such portions as were
                elected by such Transferring Employee under the Allergan Savings
                Plan, as such election was in effect immediately prior to the
                Effective Date (or, in the case of Transferring Employees for
                whom there is no election under the Allergan Savings Plan in
                effect immediately prior to the Effective Date, pursuant to
                which such a Transferring Employee shall be deemed to have
                elected to defer the receipt of his or her Compensation and to
                have such deferred amount contributed directly by the Company as
                Before Tax Deposits, in such portion (which may be zero) as is
                determined by the Committee). An automatic election under this
                paragraph (c)(ii) shall be effective as of the first pay period
                following the Effective Date and shall remain in effect until
                superseded by a subsequent election by the Transferring
                Employee. Amounts contributed directly by the Company to the
                Plan under this paragraph (c)(ii) shall be invested in the
                Balanced Fund described in Section 5.5(b) (or such other
                investment as is designated by the Committee) until superseded
                by a subsequent election by the Transferring Employee.

                (d) Notwithstanding anything in this Section to the contrary, a
        Participant who makes a hardship withdrawal pursuant to Section 8.1(e)
        (or who made a hardship withdrawal pursuant to Section 8.1(e) of the
        Allergan Savings Plan prior to the Effective Date) shall not be
        permitted to make Before Tax Deposits or After Tax Deposits to the Plan
        during the 6-month period beginning as soon as administratively feasible
        following the date of the hardship withdrawal. In addition, a
        Participant who makes a withdrawal of After Tax Deposits (whether
        Matched Deposits or non-Matched Deposits) pursuant to Section 8.1(a) (or
        who made a withdrawal of After Tax Deposits (whether Matched Deposits or
        non-Matched Deposits pursuant to Section 8.1(a) of the Allergan Savings
        Plan on or after July 1, 2000 and prior to the Effective Date) shall not
        be permitted to make any After Tax or and Before Tax Deposits during the
        6-month period beginning as soon as administratively feasible following
        the date of the withdrawal unless the After Tax Deposits can also be
        withdrawn under Section 8.1(d) (or could also have been withdrawn under
        Section 8.1(d) of the Allergan Savings Plan) or the withdrawal is
        comprised solely of After Tax Deposits which are not Matched Deposits
        and which were contributed prior to July 1, 2000.

                (e) The Committee shall prescribe such procedures, either in
        writing or in practice, and provide such forms as are necessary or
        appropriate for each Participant and each Eligible Employee who will
        become a Participant to make Deposits pursuant to this Article IV.
        However, an election by a Participant shall not be adopted
        retroactively.

        4.2 Amount Subject to Election.

                (a) Each Participant may elect to contribute a whole percentage
        of his or her Compensation to the Plan as Before Tax Deposits not to
        exceed the lesser of fifty percent (50%) when aggregated with the After
        Tax Deposits contributed by such Participant



                                       19
<PAGE>

        pursuant to paragraph (b) below. Notwithstanding the foregoing except to
        the extent permitted under the catch-up provisions of paragraph (e)
        below and Code Section 414(v), no Participant shall be permitted to make
        Before Tax Deposits to the Plan during any taxable year in excess of:
        (i) $11,000 (or such larger amount as may be determined by the Secretary
        of the Treasury pursuant to Code Section 402(g), (ii) the Actual
        Deferral Percentage test limitation set forth in Section 4.3, or (iii)
        the Annual Addition limitation set forth in Section 13.1. For purposes
        of the dollar limitation described in preceding clause (i), the Before
        Tax Deposits of a Participant for any taxable year is the sum of all
        Before Tax Deposits under the Plan and all salary reduction amounts
        under any other qualified cash or deferred arrangement (as defined in
        Code Section 401(k)), a simplified employee pension (as defined in Code
        Section 408(k) and Code Section 402(h)(1)(B)), a deferred compensation
        plan under Code Section 457, a trust described in Code Section
        501(c)(18) and any salary reduction amount used to purchase an annuity
        contract under Code Section 403(b) whether or not sponsored by the
        Company but shall not include any amounts properly distributed as excess
        annual additions.

                (b) Each Participant may elect to contribute a whole percentage
        of his or her Compensation to the Plan as After Tax Deposits not to
        exceed fifty percent (50%) when aggregated with the Before Tax Deposits
        contributed by such Participant pursuant to paragraph (a) above.
        Notwithstanding the foregoing, no Participant shall be permitted to make
        After Tax Deposits to the Plan during any Plan Year in excess of the
        Actual Contribution Percentage test limitation set forth in Section 6.13
        or the Annual Addition limitation set forth in Section 13.1.

                (c) Notwithstanding paragraphs (a) and (b), a Participant's
        combined Before Tax Deposits and After Tax Deposits shall not exceed a
        Participant's Compensation net of his or her salary deductions or
        reductions (including but not limited to, federal withholding taxes and
        "FICA" taxes deducted pursuant Code Sections 3102 and 3402,
        respectively, withholding of state taxes, and amounts contributed by the
        Company pursuant to a salary reduction agreement which are excludable
        from an Employee's gross income under Code Sections 125, 132(f)(4),
        402(e)(3), 402(h)(1)(B) and 403(b)) as determined by the payroll records
        of the Sponsor or an Affiliated Company.

                (d) Notwithstanding paragraphs (a) and (b), a Participant who
        makes a hardship withdrawal of Before Tax Deposits pursuant to Section
        8.1(e) shall be suspended from electing to contribute a percentage of
        his or her Compensation to the Plan as Before Tax Deposits or After Tax
        Deposits for the time period set forth in Section 8.5.

                (e) Each Participant who has attained (or would attain) age 50
        before the close of the Plan Year may elect to contribute a percentage
        of his or her Compensation to the Plan as "catch-up" Before Tax Deposits
        in accordance with, and subject to the limitations of, Code Section
        414(v). Such catch-up Before Tax Deposits shall not be taken into
        account under subparagraph (a) above or Section 13.1 or any other
        provision of the Plan



                                       20
<PAGE>

        implementing the contribution limitations of Code Sections 402(g) and
        415. Moreover, the Plan shall not be treated as failing to satisfy the
        provisions of the Plan implementing the requirements of Code Section
        401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by
        reason of a Participant electing to contribute catch-up Before Tax
        Deposits to the Plan pursuant to this paragraph.

                (f) The Committee shall prescribe such procedures, either in
        writing or in practice, as it deems necessary or appropriate regarding
        the maximum amount that a Participant may elect to defer and the timing
        of such an election. These procedures shall apply to all individuals
        eligible to make an election described in Section 4.1. The Committee
        may, at any time during a Plan Year, require the suspension, reduction,
        or recharacterization of Before Tax Deposits or the suspension or
        reduction of After Tax Deposits of any Highly Compensated Employee such
        that the limitations of Section 4.2(a) and (b) are satisfied.

        4.3 Limitation on Compensation Deferrals. With respect to each Plan
Year, Compensation Deferral Contributions by a Participant for the Plan Year
shall not exceed the limitation on contributions by or on behalf of Highly
Compensated Participants under Code Section 401(k), as provided in this Section.
In the event that Compensation Deferral Contributions under the Plan by or on
behalf of Highly Compensated Participants exceed the limitations of this Section
for any reason, either such excess contributions shall be recharacterized as
After Tax Deposits or such excess contributions, adjusted for any income or loss
allocable thereto, shall be returned to the Participant, as provided in Section
4.5.

                (a) The Compensation Deferral Contributions by Participants for
        a Plan Year shall satisfy the Actual Deferral Percentage Test set forth
        in (i) below, or, to the extent not precluded by applicable regulations,
        the alternative Actual Deferral Percentage test set forth in (ii) below:

                        (i) The Actual Deferral Percentage of Highly Compensated
                Participants for the Plan Year shall not be more than the prior
                Plan Year's Actual Deferral Percentage of Participants who were
                not Highly Compensated Employees for the prior Plan Year
                multiplied by 1.25, or

                        (ii) The Actual Deferral Percentage of Highly
                Compensated Participants for the Plan Year shall not be more
                than the prior Plan Year's Actual Deferral Percentage of
                Participants who were not Highly Compensated Employees for the
                prior Plan Year multiplied by 2.0, provided that the Actual
                Deferral Percentage of Highly Compensated Participants does not
                exceed the Actual Deferral Percentage of Participants who were
                not Highly Compensated Employees for the prior Plan Year by more
                than two (2) percentage points.

                (b) Notwithstanding any other provisions of the Plan, for the
        purposes of the limitations of this Section 4.3 and Section 4.5 only,
        the following definitions shall apply:



                                       21
<PAGE>

                        (i) "Actual Deferral Percentage" shall mean the average
                of the Deferral Percentages, with respect to the group of Highly
                Compensated Participants and the group of all other Participants
                for a Plan Year. The "Deferral Percentage" for any Participant
                shall mean the ratio calculated separately and to the nearest
                one-hundredth of one percent for each Participant in such group,
                determined as follows:

                                (1) For a Highly Compensated Participant, the
                        ratio of such Participant's Compensation Deferral
                        Contributions for the current Plan Year to such
                        Participant's Compensation for the current Plan Year;
                        provided, however, that the Actual Deferral Percentage
                        of a Highly Compensated Participant with no Compensation
                        Deferral Contributions made on his or her behalf shall
                        be zero.

                                (2) For any other Participant, the ratio of such
                        Participant's Compensation Deferral Contributions for
                        the preceding Plan Year to such Participant's
                        Compensation for the preceding Plan Year; provided,
                        however, that the Actual Deferral Percentage of a
                        Participant with no Compensation Deferral Contributions
                        made on his or her behalf shall be zero.

                        For purposes of the Actual Deferral Percentage test for
                the Plan Year ending on December 31, 2002, the prior Plan Year's
                Actual Deferral Percentage of Participants who were not Highly
                Compensated Employees for the prior Plan Year shall equal the
                "Actual Deferral Percentage" (as defined in the Allergan Savings
                Plan) of "Participants" (as defined in the Allergan Savings
                Plan) who were not "Highly Compensated Employees" (as defined in
                the Allergan Savings Plan) under the Allergan Savings Plan for
                the Plan Year ended on December 31, 2001.

                        To the extent determined by the Committee and in
                accordance with regulations issued by the Secretary of the
                Treasury, qualified nonelective contributions on behalf of a
                Participant (and, for purposes of the Actual Deferral Percentage
                test for the Plan Year ending on December 31, 2002, qualified
                nonelective contributions under the Allergan Savings Plan) that
                satisfy the requirements of Code Section 401(k)(3)(D)(ii)(II)
                may also be taken into account for the purpose of determining
                the Deferral Percentage of a Participant.

                        (ii) "Highly Compensated Participant" shall mean for any
                Plan Year any Participant who is a Highly Compensated Employee.
                A Participant is a Highly Compensated Employee for a particular
                Plan Year if he or she meets the definition of a Highly
                Compensated Employee in effect for that Plan Year. Similarly, a
                Participant is not a Highly Compensated Employee for a
                particular Plan Year if he or she does not meet the definition
                of a Highly Compensated Employee in effect for that Plan Year.



                                       22
<PAGE>
                        (iii) "Participant" shall mean any Eligible Employee who
               satisfied the requirements under Article III during the Plan
               Year, whether or not such Eligible Employee has elected to
               contribute to the Plan for such Plan Year.

                        (iv) "Compensation Deferral Contributions" shall mean
                amounts contributed to the Plan by a Participant as Before Tax
                Deposits pursuant to Section 4.2(a), including excess Before Tax
                Deposits (as defined in Section 4.4(a)) of Highly Compensated
                Participants but excluding (1) excess Before Tax Deposits of all
                other Participants that arise solely from Before Tax Deposits
                made under the Plan or plans of the Company, (2) Before Tax
                Deposits that are taken into account in the Actual Contribution
                Percentage test (as defined in Section 6.13) provided that the
                Actual Deferral Percentage test is satisfied both with and
                without exclusions of these Before Tax Deposits, and (3) any
                deferrals properly distributed as excess Annual Additions.
                Compensation Deferral Contributions may include, at the election
                of the Company, any Company Contributions which meet the
                requirements for such inclusion under Code Section
                401(k)(3)(D)(ii).

                        (v) "Compensation" shall mean compensation as described
                below:

                                (1) Compensation means compensation determined
                        by the Company in accordance with the requirements of
                        Code Section 414(s) and the regulations thereunder.

                                (2) For purposes of this Section 4.3,
                        Compensation may, at the Company's election, exclude
                        amounts which are excludable from a Participant's gross
                        income under Code Section 125 (pertaining to cafeteria
                        plans), 132(f)(4), Code Section 402(e)(3) (pertaining to
                        401(k) salary reductions), 402(h) and 403(b). The
                        Company may change its election provided such change
                        does not discriminate in favor of Highly Compensated
                        Employees.

                                (3) Compensation taken into account for any Plan
                        Year shall not exceed $200,000, as adjusted for
                        cost-of-living increases in accordance with Code Section
                        401(a)(17)(B). Any cost-of-living adjustments in effect
                        for a calendar year shall apply to the Plan Year
                        beginning with or within such calendar year.

                (c) In the event the Plan satisfies the requirements of Code
        Sections 401(k), 401(a)(4) or 410(b) only if aggregated with one or more
        other plans which include arrangements under Code Section 401(k), then
        this Section 4.3 shall be applied by determining the Deferral
        Percentages of Participants as if all such plans were a single plan, in
        accordance with the requirements of Code Section 401(k), the regulations
        prescribed by the Secretary of the Treasury under Code Section 401(k),
        Internal Revenue Service Notice 98-1 and any superseding guidance. In
        the event the Plan satisfies the requirements of Code Section 410(b) on
        a disaggregated basis, then this Section 4.3 shall be applied by
        determining the Deferral Percentages of Participants in accordance with
        the



                                       23
<PAGE>

        requirements of Code Section 401(k), the regulations prescribed by the
        Secretary of the Treasury under Code Section 401(k), Internal Revenue
        Service Notice 98-1 and any superseding guidance. Any adjustments to the
        Deferral Percentages of Participants who are not Highly Compensated
        Employees for the prior year shall be made in accordance with Internal
        Revenue Service Notice 98-1 and any superseding guidance. Plans may be
        aggregated in order to satisfy Code Sections 401(k) only if they have
        the same Plan Year and use the same Actual Deferral Percentage testing
        method.

                (d) For the purposes of this Section 4.3, the "Actual Deferral
        Percentage" for any Highly Compensated Participant who is a Participant
        under two or more Code Section 401(k) arrangements of the Company or an
        Affiliated Company shall be determined by taking into account the Highly
        Compensated Participant's compensation under each such arrangement and
        contributions under each such arrangement which qualify for treatment
        under Code Section 401(k), in accordance with regulations prescribed by
        the Secretary of the Treasury under Code Section 401(k). If the
        arrangements have different Plan Years, this paragraph shall be applied
        by treating all such arrangements ending with or within the same
        calendar year as a single arrangement. Notwithstanding the foregoing,
        certain plans shall be treated as separate plans if mandatorily
        disaggregated pursuant to regulations under Code Section 401(k).

                (e) For purposes of the Actual Deferral Percentage test,
        Compensation Deferral Contributions must be made before the last day of
        the twelve-month period immediately following the Plan Year to which
        such contributions relate.

                (f) The determination and treatment of Compensation Deferral
        Contributions and the Deferral Percentage of any Participant shall
        satisfy such other requirements as may be prescribed by the Secretary of
        the Treasury.

                (g) The Committee shall keep or cause to have kept such records
        as are necessary to demonstrate that the Plan satisfies the requirements
        of Code Section 401(k) and (m) and the regulations thereunder, in
        accordance with regulations prescribed by the Secretary of the Treasury.

        4.4 Provisions for Return of Excess Before Tax Deposits Over $11,000.


                (a) In the event that due to error or otherwise, an amount of a
        Participant's Compensation in excess of the $11,000 limitation (after
        application of any necessary adjustment) described in Section 4.2(a) is
        deferred under the Plan in any calendar year pursuant to such
        Participant's Compensation deferral agreement (but without regard to
        amounts deferred under any other plan) the excess Before Tax Deposits,
        if any, together with income allocable to such amount shall be returned
        to the Participant (after withholding applicable federal, state and
        local taxes due on such amounts) on or before the first April 15
        following the close of the calendar year in which such excess



                                       24
<PAGE>

        contribution is made; provided, however, if there is a loss allocable to
        the excess Before Tax Deposits, the amount distributed shall be the
        amount of the excess as adjusted to reflect such loss. Any Company
        Contributions allocated to the Participant's Matched Deposits pursuant
        to Section 6.3(b) which are attributable to any excess Before Tax
        Deposits by a Participant, and any income or loss allocable to such
        Company Contributions, shall either be returned to the Company or
        applied to reduce any future Company Contributions by the Company.

                (b) The amount of income or loss attributable to any excess
        Before Tax Deposits described in paragraph (a) above shall be equal to
        the sum of the following:

                        (i) The income or loss allocable to the Participant's
                Before Tax Deposits Account for the Plan Year multiplied by a
                fraction, the numerator of which is the excess Before Tax
                Deposits as determined under paragraph (a) above, and the
                denominator of which is the balance of the Participant's Before
                Tax Deposits Account as of the last day of the Plan Year,
                without regard to any income or loss allocable to such Account
                during the Plan Year; and

                        (ii) The amount of allocable income or loss for the Gap
                Period using the "safe harbor" method set forth in regulations
                prescribed by the Secretary of the Treasury under Code Section
                402(g). Under the "safe harbor" method, such allocable income or
                loss is equal to 10% of the amount calculated under Section
                4.4(b)(i) above, multiplied by the number of calendar months
                from the last day of the Plan Year until the date of
                distribution of the Participant's excess Before Tax Deposits. A
                distribution on or before the 15th of the month is treated as
                made on the last day of the preceding month, a distribution
                after the 15th of the month is treated as made on the first day
                of the next month.

                (c) For the purpose of this Section 4.4, "Gap Period" shall mean
        the period between the last day of the Plan Year and the date of
        distribution of any excess Before Tax Deposits.

                (d) In accordance with procedures as may be established, either
        in writing or in practice, by the Committee, not later than March 1 of a
        calendar year a Participant may submit a claim to the Committee in which
        he or she certifies in writing the specific amount of his or her Before
        Tax Deposits for the preceding calendar year which, when added to
        amounts deferred for such calendar year under other plans or
        arrangements described in Code Sections 401(k), 408(k) or 403(b), shall
        cause the Participant to exceed the $11,000 limitation as described in
        Section 4.2(a) for such preceding calendar year. Notwithstanding the
        amount of the Participant's Before Tax Deposits under the Plan for such
        preceding calendar year, the Committee shall treat the amount specified
        by the Participant in his or her claim as a Before Tax Deposit in excess
        of the $11,000 limitation (after application of any necessary
        adjustment) for such calendar year and return it to the Participant in
        accordance with Section 4.4(a) above. A Participant is deemed to notify
        the Committee of any excess Before Tax Deposits that arise by taking
        into account only



                                       25
<PAGE>

        those Before Tax Deposits made to the Plan and other plans of the
        Company or an Affiliated Company.

                (e) Any Before Tax Deposits in excess of the $11,000 limitation
        (after application of any necessary adjustment) described in Section
        4.2(a) which are distributed to a Participant in accordance with this
        Section, shall to the extent required by regulations issued by the
        Secretary of the Treasury be treated as Annual Additions under Article
        XIII for the Plan Year for which the excess Before Tax Deposits were
        made, unless such amounts are distributed no later than the first April
        15th following the close of the Participant's taxable year.

                (f) The Committee shall not be liable to any Participant (or his
        or her Beneficiary, if applicable) for any losses caused by a mistake in
        calculating the amount of any Participant's excess Before Tax Deposits
        or the income or losses attributable thereto.

        4.5 Provision for Recharacterization or Return of Excess Deferrals by
Highly Compensated Participants. The provisions of this Section 4.5 shall be
applied after implementation of the provisions of Section 4.4.


                (a) The Committee shall determine in accordance with the
        procedures set forth in Section 4.3, as soon as is reasonably possible
        following the close of each Plan Year, the extent (if any) to which
        deferral treatment under Code Section 401(k) may not be available for
        Compensation Deferral Contributions on behalf of any Highly Compensated
        Participants. If, pursuant to these determinations by the Committee, a
        Highly Compensated Participant's Compensation Deferral Contributions are
        not eligible for tax-deferral treatment then, as determined by the
        Committee, either (i) any excess Compensation Deferral Contributions
        shall be recharacterized as After Tax Deposits in accordance with
        regulations issued under Code Section 401(k), or (ii) any excess
        Compensation Deferral Contributions together with any income or loss
        allocable thereto shall be returned to the Highly Compensated
        Participant (after withholding applicable federal, state, and local
        taxes due on such amounts). Such return or recharacterization shall be
        made within the first two and one-half (2-1/2) months following the
        close of the Plan Year for which such excess deferrals were made,
        provided however, that if any excess deferrals and income or loss
        allocable thereto are, due to error or otherwise, not returned by such
        date, such amounts as are required to be returned shall be returned not
        later than the end of the first Plan Year following the Plan Year for
        which such excess deferrals were made.

                (b) For purposes of satisfying the Actual Deferral Percentage
        test of Section 4.3(a), the amount of any excess Compensation Deferral
        Contributions by a Highly Compensated Participant shall be determined by
        the Committee by application of a leveling method under which the
        Compensation Deferral Contributions of the Highly Compensated
        Participant who has the highest dollar amount of Compensation Deferral
        Contributions for such Plan Year is reduced to the extent required to
        cause such Highly



                                       26
<PAGE>

        Compensated Participant's Compensation Deferral Contributions to equal
        the Compensation Deferral Contributions of the Highly Compensated
        Participant with the next highest Compensation Deferral Contributions;
        provided, however, if a lesser amount, when added to the total dollar
        amount already returned under this paragraph (b), equals the total
        excess Compensation Deferral Contributions that are required to be
        returned to enable the Plan to satisfy the Actual Deferral Percentage
        test, the lesser amount shall be returned. This process shall be
        repeated until the Plan satisfies the Actual Deferral Percentage test.

                (c) The amount of income or loss attributable to any excess
        Compensation Deferral Contributions by a Highly Compensated Participant
        for a Plan Year shall be equal to the sum of the following:

                        (i) The income or loss allocable to the Highly
                Compensated Participant's Compensation Deferral Contribution
                Accounts for the Plan Year multiplied by a fraction, the
                numerator of which is the excess Compensation Deferral
                Contribution as determined under Section 4.3, and the
                denominator of which is the balance of the Highly Compensated
                Participant's Compensation Deferral Contribution Accounts as of
                the last day of the Plan Year without regard to any income or
                loss allocable to such Accounts during the Plan Year; and

                        (ii) The amount of allocable income or loss for the Gap
                Period using the "safe harbor" method set forth in the
                regulations prescribed by the Secretary of the Treasury under
                Code Section 401(k). Under the "safe harbor" method, such
                allocable income or loss is equal to 10% of the amount
                calculated under Section 4.5(c)(i) above, multiplied by the
                number of calendar months from the last day of the Plan Year
                until the date of distribution of the Participant's excess
                Compensation Deferral Contribution. A distribution on or before
                the 15th of the month is treated as made on the last day of the
                preceding month, a distribution after the 15th of the month is
                treated as made on the first day of the next month.

                (d) For the purpose of this Section 4.5 the following shall
        apply:

                        (i) "Compensation Deferral Contribution Accounts" shall
                mean the Participant's Before Tax Deposits Account and shall
                mean any other accounts of the Participant to which Company
                Contributions has been allocated where such Company
                Contributions has been included as Compensation Deferral
                Contributions pursuant to Section 4.3(b)(iv).

                        (ii) "Gap Period" shall mean the period beginning with
                the last day of the Plan Year and the date of distribution of
                any excess Compensation Deferral Contributions.

                (e) For purposes of this Section, the amount of Compensation
        Deferral Contributions by a Participant who is not a Highly Compensated
        Participant for a Plan



                                       27
<PAGE>

        Year shall be reduced by any Before Tax Deposits which have been
        distributed to the Participant under Section 4.4, in accordance with
        regulations prescribed by the Secretary of the Treasury under Code
        Section 401(k).

                (f) In the event that the Committee determines that an amount to
        be deferred pursuant to the Compensation deferral agreement provided in
        Section 4.1 would cause Company Contributions under this and any other
        tax-qualified retirement plan maintained by the Company to exceed the
        applicable deduction limitations contained in Code Section 404, or to
        exceed the maximum Annual Addition determined in accordance with Article
        XIII, the Committee may treat such amount in accordance with the rules
        set forth above in Section 4.5(a).

                (g) The Committee shall not be liable to any Participant (or his
        or her Beneficiary, if applicable) for any losses caused by a mistake in
        calculating the amount of any Participant's excess Compensation Deferral
        Contribution or the income or losses attributable thereto.

                (h) To the extent required by regulations under Code Sections
        401(k) or 415, any excess Compensation Deferral Contributions with
        respect to a Highly Compensated Participant shall be treated as Annual
        Additions under Article XIII for the Plan Year for which the excess
        Compensation Deferral Contributions were made, notwithstanding the
        distribution of such excess in accordance with the provisions of this
        Section.

        4.6 Contributions under the Allergan Savings Plan. Subject to Code
Sections 401(a)(4), 401(k), 401(m) and 402(g) and the regulations thereunder,
for purposes of Sections 4.2, 4.3, 4.4, 4.5, 6.13 and 6.14, with respect to the
Plan Year ending on December 31, 2002, in the case of a Participant who is a
Transferring Employee:

                (a) the "Before Tax Deposits" (as defined in the Allergan
        Savings Plan) and the "After Tax Deposits" (as defined in the Allergan
        Savings Plan) of such Participant under the Allergan Savings Plan prior
        to the Effective Date shall be treated as Before Tax Deposits and After
        Tax Deposits, respectively, of such Participant,

                (b) the "Compensation Deferral Contributions" (as defined in the
        Allergan Savings Plan) of such Participant under the Allergan Savings
        Plan prior to the Effective Date shall be treated as Compensation
        Deferral Contributions of such Participant,

                (c) the "Matching Contributions" (as defined in the Allergan
        Savings Plan) made for such Participant under the Allergan Savings Plan
        prior to the Effective Date shall be treated as Matching Contributions
        made for such Participant, and



                                       28
<PAGE>

                (d) the "Compensation" (as defined in the Allergan Savings Plan)
        of such Participant under the Allergan Savings Plan prior to the
        Effective Date shall be treated as Compensation of such Participant.

        4.7 Termination, Change in Rate, or Resumption of Deferrals.

                (a) A Participant may, at any time, terminate, change the rate,
        or resume Before Tax Deposits or After Tax Deposits in 1% increments.

                (b) The right of a Participant to make Deposits shall cease
        during any Period of Severance.

                (c) Any termination, change in rate or resumption of Before Tax
        Deposits or After Tax Deposits made by a Participant pursuant to
        paragraph (a) above shall be effective as of the following pay period
        or, if later, as soon as administratively feasible.

        4.8 Character of Deposits. Before Tax Deposits shall be treated as
Company Contributions for purposes of Code Sections 401(k) and 414(h). After Tax
Deposits shall not constitute "qualified voluntary employee contributions" under
Code Section 219 (relating to the deductibility of those amounts).

        4.9 Rollover Contributions.

                (a) Pursuant to procedures as the Committee may prescribe
        (either in writing or practice), an Eligible Employee may make a Direct
        Rollover Contribution, a Participant Rollover Contribution, or an IRA
        Rollover Contribution to the Plan.

                (b) A "Direct Rollover Contribution" shall mean a contribution
        by an Eligible Employee which is a direct rollover of an Eligible
        Rollover Distribution from:

                        (i) A qualified plan described in Code Section 401(a) or
                403(a) including any portion attributable to after-tax employee
                contributions which shall be separately accounted for under the
                Plan;

                        (ii) An annuity contract described in Code Section
                403(b) but excluding any portion attributable to after-tax
                employee contributions; or

                        (iii) An eligible plan under Code Section 457(b) which
                is maintained by a state, political subdivision of a state, or
                any agency or instrumentality of a state or political
                subdivision of a state.

                (c) A "Participant Rollover Contribution" shall mean a
        contribution by an Eligible Employee which is an Eligible Rollover
        Distribution (excluding any portion



                                       29
<PAGE>

        attributable to after-tax employee contributions) received by the
        Committee not later than 60 days after such distribution was received by
        the Eligible Employee; provided, such Eligible Rollover Distribution is
        from:

                        (i) A qualified plan described in Code Section 401(a) or
                403(a);

                        (ii) An annuity contract described in Code Section
                403(b); or

                        (iii) An eligible plan under Code Section 457(b) which
                is maintained by a state, political subdivision of a state, or
                any agency or instrumentality of a state or political
                subdivision of a state.

                (d) An "IRA Rollover Contribution" shall mean a contribution by
        an Eligible Employee which is a distribution (excluding any portion
        attributable to after-tax employee contributions) from an individual
        retirement account or annuity described in Code Section 408(a) or 408(b)
        received by the Committee not later than 60 days after such distribution
        was received by the Eligible Employee or received by the Plan through a
        direct trustee-to-trustee transfer from such individual retirement
        arrangement or annuity.

                (e) A Rollover Contribution shall not be considered a
        Participant Deposit.


                (f) An Eligible Employee's Rollover Contribution made pursuant
        the rules of this Section 4.9 shall be held in a separate Rollover
        Account for the Eligible Employee. A Rollover Account shall not share in
        any allocations of Company Contributions or Forfeitures under Section
        6.3.




                                       30
<PAGE>

                                   ARTICLE V.
                      TRUST FUND AND COMPANY CONTRIBUTIONS

        5.1 General. All contributions made under the Plan and investments made
and property of any kind or character acquired with any such funds or otherwise
contributed, and all income, profits, and proceeds derived therefrom, shall be
held in Trust and shall be held and administered by the Trustee in accordance
with the provisions of the Plan and Trust Agreement.

        5.2 Single Trust. Assets of the Trust shall be held in a separate fund
which shall consist of the Trust Fund. Individual Participant interests in the
Trust Fund shall be reflected in the Accounts maintained for the Participants.
Notwithstanding the foregoing, the Trust Fund shall be treated as a single trust
for purposes of investment and administration, and nothing contained herein
shall require a physical segregation of assets for any fund or for any Account
maintained under the Plan.

        5.3 Company Contributions. Subject to the limitations of Article XIII,
the suspension provisions of Section 8.1 and to the extent that the Company has
current or accumulated profits, the Company shall contribute to the Plan in
accordance with the following rules:

                (a) The Company shall contribute and allocate Matching
        Contributions on a pay period basis which, when added to Forfeitures
        available after application of Section 6.3, is equal to fifty percent
        (50%) of each Participant's Matched Deposits for the pay period which
        are not in excess of eight percent (8%) of such Participant's
        Compensation.

                      The Board of Directors, acting upon the advice and
        direction of the Committee, may authorize and direct that Matching
        Contributions (expressed as a percentage of Participants' Matched
        Deposits as set forth above) be changed from time to time from a minimum
        of zero percent (0%) to a maximum of one hundred percent (100%).

                (b) (i) As of a date not later than the last day of each Plan
                Year, the Company shall contribute and allocate on behalf of
                each "Eligible Participant," additional Matching Contributions
                which, when added to Forfeitures available after application of
                Section 6.3, is equal to the difference, if any, between: (1)
                the amount of each Eligible Participant's Matching Contributions
                determined under paragraph (a), and (2) the amount of such
                Participant's Matching Contributions if paragraph (a) was
                applied on a Plan Year basis instead of a pay period basis. For
                the purposes of this paragraph (b), the term "Eligible
                Participant" shall include all Participants who are Eligible
                Employees on the first and last business day of such Plan Year
                and who did not incur a Severance during the Plan Year.

                        (ii) For purposes of this subsection (b), with respect
                to the Plan Year ending on December 31, 2002, in the case of a
                Transferring Employee who is an Eligible Participant: (1) the
                amount of each Eligible Participant's "Matched



                                       31
<PAGE>

                Deposits" (as defined in the Allergan Savings Plan) and
                "Matching Contributions" (as defined in the Allergan Savings
                Plan) for the period commencing on January 1, 2002 and ending
                immediately before the Effective Date shall be treated as
                Matched Deposits and Matching Contributions, respectively, for
                such Plan Year under paragraph (b)(i), and (2) the amount
                determined under subparagraph (b)(i)(2) shall be determined by
                applying the formula for determining "Matching Contributions"
                (as defined in the Allergan Savings Plan) for the period
                commencing on January 1, 2002 and ending immediately before the
                Effective Date as if such formula were in effect under the Plan
                for such period.

                (c) As of the last day of each Plan Year, the Company shall
        contribute and allocate, for each eligible Participant, a Profit Sharing
        Contribution on a Plan Year basis which, when added to Forfeitures
        available after the application of Section 6.3, is equal to the
        Participant's "Profit Sharing Percentage" for such Plan Year, multiplied
        by the Participant's Compensation for such Plan Year. A Participant's
        Compensation prior to the Effective Date shall not be taken into account
        in determining such Participant's Profit Sharing Contribution for the
        Plan Year ending on December 31, 2002. A Participant's Compensation
        received while such Participant is not an Eligible Employee shall not be
        taken into account in determining such Participant's Profit Sharing
        Contributions.

                        (i) A Participant shall be eligible for a Profit Sharing
                Contribution for a Plan Year if such Participant is employed by
                the Company or an Affiliated Company on the last day of such
                Plan Year, or such Participant has a Severance during such Plan
                Year by reason of Disability or death or on or after such
                Participant's Normal Retirement Age.

                        (ii) Subject to paragraph (iii), the "Profit Sharing
                Percentage" for an eligible Participant for a Plan Year shall be
                determined based on such Participant's "Contribution Points," as
                follows:

<TABLE>
<CAPTION>
                        Contribution                   Profit Sharing
                           Points                        Percentage
                        ------------                   --------------
<S>                                                    <C>
                        less than 45                         1.5%

                        45 or more,
                        but less than 55                     3.0%

                        55 or more,
                        but less than 65                     6.0%

                        65 or more,
                        but less than 75                     9.0%

                        75 or more                          12.0%.
</TABLE>



                                       32
<PAGE>

                An eligible Participant's "Contribution Points" for a Plan Year
                shall equal the sum of: (1) the Participant's attained age (in
                whole years and fractions of a year) as of the last day of such
                Plan Year, (2) the Participant's years of Credited Service (in
                whole years and fractions of a year) as of the last day of such
                Plan Year. In the case of a Participant who has a Severance
                during a Plan Year by reason of death, for purposes of
                determining the "Contribution Points" of such Participant for
                such Plan Year, the amounts under (1) and (2) shall be
                determined assuming that such Participant had survived and
                continued in employment with the Company until the last day of
                such Plan Year.

                        (iii) In the case of a Participant who is a Highly
                Compensated Participant for a Plan Year, such Participant's
                "Profit Sharing Percentage" for such Plan Year shall be reduced
                to the extent necessary in order for the Plan to satisfy the
                requirements of Code Section 401(a)(4) and the Treasury
                Regulations thereunder, as determined by the Committee. Any such
                reduction shall be made prior to the contribution and allocation
                of the Profit Sharing Contributions under this subsection (c).
                For purposes of satisfying such requirements, the "Profit
                Sharing Percentage" of a Highly Compensated Participant shall be
                determined by the Committee by application of a leveling method
                under which the "Profit Sharing Percentage" of the Highly
                Compensated Participant who has the highest "Profit Sharing
                Percentage" for such Plan Year is reduced to the extent required
                to cause such Highly Compensated Participant's "Profit Sharing
                Percentage" to equal the "Profit Sharing Percentage" of the
                Highly Compensated Participant with the next highest "Profit
                Sharing Percentage"; provided, however, that if a lesser
                reduction in the "Profit Sharing Percentage" is required to
                enable the Plan to satisfy Code Section 401(a)(4) and the
                Treasury Regulations thereunder, the lesser reduction shall be
                applied. This process shall be repeated until the Plan satisfies
                Code Section 401(a)(4) and the Treasury Regulations thereunder.

                (d) The Company shall contribute amounts sufficient to satisfy
        the reinstatement requirements of Section 8.7 to the extent Forfeitures
        are insufficient to satisfy the reinstatement requirement of Section 8.7
        and any plan expense requirements of Section 9.11 if so directed and at
        such times as may be determined by the Committee.

        5.4 Form of Company Contributions. The Company's contributions to the
Trust Fund shall be paid in cash, property, or Company Stock as the Company may
from time to time determine.

        5.5 Investment of Trust Assets.

                (a) The manner in which assets of the Trust will be invested
        shall be chosen by the Committee at its discretion, although the
        Committee may delegate the management to one or more Investment Managers
        appointed pursuant to Section 5.15.



                                       33
<PAGE>

                (b) The Committee may establish separate investment funds under
        the Plan, with each fund representing an investment alternative
        available to Participants for the investment of their Accounts as
        provided in Sections 5.5(c) and (d) below. The Committee shall determine
        the terms and conditions under which Participants may direct the
        investment of their Accounts in the investment funds. Each Participant
        shall have a subaccount under the Plan corresponding to the
        Participant's interest which is allocated to each investment fund. Each
        such subaccount may be valued separately. The Committee may, at its
        discretion, establish alternative investment funds or eliminate any
        previously established funds, including but not limited to the following
        types of investment funds:

                        (i) The Interest Income Fund investing in group annuity
                contracts with major insurance companies.

                        (ii) The Balanced Fund investing in common stocks,
                bonds, government securities and similar types of investments.

                        (iii) The Equity Fund investing in a mutual fund which
                may invest in equity securities, bonds, preferred stocks, and
                interest-bearing cash investments.

                        (iv) The Company Stock Fund consisting exclusively of
                Company Stock, cash and cash equivalents.

                        (v) The Allergan Stock Fund consisting exclusively of
                Allergan Stock, cash and cash equivalents.

                The Committee may establish a directed brokerage account program
        representing an investment alternative available to Participants for the
        investment of their Accounts as provided in Sections 5.5(c) and (d)
        below. Under such program, the Committee shall direct the Trustee to
        establish a brokerage account for the Trust with respect to a
        Participant's Accounts, and such Participant shall have the right to
        direct the investment of the amounts held in such brokerage account. The
        Committee shall determine the terms and conditions under which
        Participants may direct that all or a portion of their Accounts be held
        in such brokerage accounts, and may direct the investments of their
        Accounts in the brokerage accounts (including, without limitation,
        restrictions on the investments that may be held in such brokerage
        accounts and the transactions in which such brokerage accounts may
        engage). Each Participant shall have a subaccount under the Plan
        corresponding to the Participant's interest which is allocated to the
        brokerage account established with respect to such Participant's
        Accounts. The brokerage account established with respect to a
        Participant's Accounts shall be treated as an investment fund for
        purposes of the investment of such Participant's Accounts.

                The Committee shall establish procedures for purposes of
        allocating the amounts to be withdrawn or distributed from a
        Participant's Accounts among the investment funds and the directed
        brokerage account in which such Participant's Accounts are invested at
        the time of such withdrawal or distribution.



                                       34
<PAGE>

                Notwithstanding the establishment of separate investment funds,
        up to one hundred percent (100%) of the assets of the Plan may be
        invested in Company Stock.

                (c) A Participant may elect the investment fund to which his or
        her Before Tax Deposits, After Tax Deposits, Matching Contributions and
        Profit Sharing Contributions are invested under the Plan or may change
        such elections at any time; provided, however, that any allocations
        among the investment funds shall be made in 1% increments. Any change in
        investment funds shall be effective as soon as administratively
        feasible. Any investment elections shall be limited to the investment
        funds currently offered by the Committee and currently available to
        Participants pursuant to paragraph (b) above. A Participant shall effect
        such an election by properly completing and submitting the form
        authorized by the Committee for this purpose. Notwithstanding the
        foregoing, a Participant's Before Tax Deposits, After Tax Deposits,
        Matching Contributions and Profit Sharing Contributions that are
        contributed to the Plan on or after the Effective Date shall not be
        invested in the Allergan Stock Fund, and a Participant's Accounts shall
        be invested in the Allergan Stock Fund only to the extent such
        Participant's accounts in the Allergan Savings Plan and the Allergan
        ESOP are invested in shares of Allergan Stock immediately prior to the
        spinoff or transfer of such accounts to the Plan effective as of the
        Distribution Date.

                (d) A Participant may elect at any time to transfer amounts
        accumulated in his or her Before Tax Deposits Account, After Tax
        Deposits Account, Company Contributions Account, Profit Sharing Account,
        Rollover Account or Allergan ESOP Account among any of the investment
        funds currently offered by the Committee and currently available to the
        Participant, provided, however, the total amount transferred shall be in
        increments of 1% of the amount accrued in such accounts. A Participant
        shall effect such transfer in the manner authorized by the Committee.
        Notwithstanding the foregoing, a Participant shall not transfer amounts
        accumulated in his or her Accounts into the Allergan Stock Fund.

                (e) Amounts invested in any one of the investment funds shall
        not share in gains and losses experienced by any other fund.

                (f) Notwithstanding the establishment of separate investment
        funds within the Trust, the Trust shall at all times constitute a single
        trust.

                (g) Notwithstanding anything to the contrary in this Section 5.5
        or Section 4.1 or Section 8.1, the following additional transfer and
        withdrawal restrictions shall apply to all Participants who are
        Insiders. For the purpose of this Section 5.5, the term "Insider" shall
        mean any Participant who is directly or indirectly the beneficial owner
        of more than 10% of any class of any equity security (other than an
        exempted security) of the Sponsor (or the Company) which is registered
        pursuant to Section 12 of the Securities Exchange Act of 1934 (the
        "Exchange Act") or who is a "director" or an "officer" of the Sponsor or



                                       35
<PAGE>

        the Company as those terms are interpreted for the purpose of
        determining persons subject to Section 16 of the Exchange Act.

                        (i) Any Insider who transfers amounts invested in the
                Company Stock Fund out of such fund and into another fund or
                withdraws cash in a transaction that results in the liquidation
                of amounts in the Company Stock Fund (pursuant to Sections 8.1
                or 8.13), may not for a period of six months following the
                Participant's election to so transfer funds, withdraw cash or
                take a loan, as the case may be, make an election to transfer
                amounts from another fund into the Company Stock Fund.

                        (ii) Any Insider who transfers amounts invested in a
                fund other than the Company Stock Fund into the Company Stock
                Fund, may not for a period of six months following the
                Participant's election to so transfer funds make an election to
                (1) transfer amounts from the Company Stock Fund into another
                fund, or (2) withdraw cash or take a loan in a transaction that
                results in the liquidation of amounts in the Company Stock Fund
                or the provision of any Company plan covered by Rule 16b-3
                (promulgated pursuant to the Exchange Act) then in existence
                that would result in the transfer out of a Company equity
                securities fund.

                (h) It is intended that to the extent a Participant may direct
        the investment of his or her Accounts under the Plan that the Plan
        constitute a plan described in Section 404(c) of ERISA and the
        regulations thereunder, and neither the Company, Committee, nor any
        fiduciary with respect to the Plan who is employed by the Company shall
        be liable for investment losses sustained by any Participant or
        Beneficiary as a direct and necessary result of the investment
        instructions given by such Participant or Beneficiary. Such fiduciaries
        set forth in the preceding sentence shall be under no duty to question
        the investment direction of the Participant or Beneficiary or to advise
        a Participant or Beneficiary as to the manner in which his or her
        Accounts is to be invested. The fact that an investment option is
        offered shall not be construed to be a recommendation of investment.

                (i) Except as provided in Section 8.14 or Section 4.1 of
        Appendix B or as otherwise required by applicable law, and only to the
        extent required under Code Section 4975 or the Treasury Regulations
        thereunder, no Company Stock or Allergan Stock credited to a
        Participant's Allergan ESOP Account that was acquired with the proceeds
        of an Exempt Loan may be subject to a put, call, or other option or
        buy-sell or similar arrangement while held by and when distributed from
        the Plan. For purposes of this subsection, an "Exempt Loan" shall mean
        any loan to the Allergan ESOP, or the trust established pursuant to the
        Allergan ESOP, not prohibited by Code Section 4975(c), including a loan
        which meets the requirements set forth in Code Section 4975(d)(3) and
        the regulations promulgated thereunder, the proceeds of which were used
        to finance the acquisition of Allergan Stock by the Allergan ESOP or to
        refinance such a loan.



                                       36
<PAGE>

        5.6 Irrevocability. The Company shall have no right or title to, nor
interest in, the contributions made to the Trust Fund, and no part of the Trust
Fund shall revert to the Company except that on or after the Effective Date
funds may be returned to the Company as follows:

                (a) In the case of a Company Contribution which is made by a
        mistake of fact, at the Company's written request that contribution may
        be returned to the Company within one (1) year after it is made.

                (b) All Company Contributions contributed to the Trust are
        hereby conditioned upon the Plan satisfying all of the requirements of
        Code Section 401(a). If the Plan does not qualify, at the Company's
        written election the Plan may be revoked and all such contributions may
        be returned to the Company within one year after the date of Internal
        Revenue Service denial of the qualification of the Plan. Upon such a
        revocation the affairs of the Plan and Trust shall be terminated and
        wound up as the Company shall direct.

                (c) All Company Contributions to the Plan are conditioned upon
        the deductibility of those contributions under Code Section 404. To the
        extent a deduction is disallowed, at the Company's written request the
        contribution may be returned to the Company within one year after the
        disallowance.

                (d) In the event that the Plan is terminated when there are
        amounts remaining in the Suspense Account, the excess funds may revert
        to the Company to the extent provided in Section 13.6.

        5.7 Company, Committee and Trustee Not Responsible for Adequacy of Trust
Fund.


        (a) The Company, Committee, and the Trustee shall not be liable or
responsible for the adequacy of the Trust Fund to meet and discharge any or all
payments and liabilities hereunder. All Plan benefits will be paid only from the
Trust assets, and neither the Company, the Committee nor the Trustee shall have
any duty or liability to furnish the Trust with any funds, securities or other
assets except as expressly provided in the Plan.

        (b) Except as required under the Plan or Trust or under Part 4 of
Subtitle B of Title I of ERISA, the Company shall not be responsible for any
decision, act or omission of the Trustee, the Committee, or the Investment
Manager (if applicable), and shall not be responsible for the application of any
moneys, securities, investments or other property paid or delivered to the
Trustee.

        5.8 Certain Offers for Company Stock. Notwithstanding any other
provision of the Plan to the contrary, in the event an offer shall be received
by the Trustee (including but not limited to a tender offer or exchange offer
within the meaning of the Securities Exchange Act of



                                       37
<PAGE>

1934, as from time to time amended and in effect (the "Exchange Act")) to
acquire any or all shares of Company Stock held by the Trust (an "Offer"), the
discretion or authority to sell, exchange or transfer any of such shares of
Company Stock shall be determined in accordance with the following rules:

                (a) The Trustee shall have no discretion or authority to sell,
        exchange or transfer any Company Stock pursuant to an Offer except to
        the extent, and only to the extent, that the Trustee is timely directed
        to do so in writing by each Participant with respect to shares of
        Company Stock that are allocated to such Participant's Accounts.

                (b) To the extent there remains any residual fiduciary
        responsibility with respect to Company Stock pursuant to an Offer after
        application of paragraph (a) above, the Trustee shall sell, exchange or
        transfer such Company Stock as directed by the Committee or as directed
        by an independent fiduciary if duly appointed by the Sponsor. To the
        extent the Committee or an independent fiduciary is required to exercise
        any residual fiduciary responsibility with respect to an Offer, the
        Committee or independent fiduciary shall take into account in exercising
        its fiduciary judgment, unless it is clearly imprudent to do so,
        directions timely received from Participants, as such directions are
        most indicative of what action is in the best interests of Participants.
        Further, the Committee or independent fiduciary, in addition to taking
        into consideration any relevant financial factors bearing on any such
        decision, shall take into consideration any relevant non-financial
        factors, including, but not limited to, the continuing job security of
        Participants as employees of the Sponsor or any Affiliated Company,
        conditions of employment, employment opportunities and other similar
        matters, and the prospect of the Participants and prospective
        Participants for future benefits under the Plan.

                (c) Upon timely receipt of such instructions, the Trustee shall,
        subject to the provisions of paragraphs (e) and (o) of this Section,
        sell, exchange or transfer pursuant to such Offer, only such shares as
        to which such instructions were given. The Committee shall use its best
        efforts to communicate or cause to be communicated to each Participant
        the consequences of any failure to provide timely instructions to the
        Trustee.

                (d) In the event, under the terms of an Offer or otherwise, any
        shares of Company Stock tendered for sale, exchange or transfer pursuant
        to such Offer may be withdrawn from such Offer, the Trustee shall follow
        such instructions respecting the withdrawal of such shares from such
        Offer in the same manner and the same proportion as shall be timely
        received by the Trustee from the Participants entitled under this
        paragraph (a) to give instructions as to the sale, exchange or transfer
        of shares pursuant to such Offer.

                (e) In the event that an Offer for fewer than all of the shares
        of Company Stock held by the Trustee in the Trust shall be received by
        the Trustee, each Participant shall be entitled to direct the Trustee as
        to the acceptance or rejection of such Offer (as



                                       38
<PAGE>

        set forth herein) with respect to the largest portion of such Company
        Stock as may be possible given the total number or amount of shares of
        Company Stock the Plan may sell, exchange or transfer pursuant to the
        Offer based upon the instructions received by the Trustee from all other
        Participants who shall timely instruct the Trustee pursuant to this
        paragraph to sell, exchange or transfer such shares pursuant to such
        Offer, each on a pro rata basis in accordance with the maximum number of
        shares each such Participant would have been permitted to direct under
        paragraph (a) had the Offer been for all shares of Company Stock held in
        the Trust.

                (f) In the event an Offer is received by the Trustee and
        instructions have been solicited from Participants regarding such Offer,
        and prior to termination of such Offer, another Offer is received by the
        Trustee for the Company Stock subject to the first Offer, the Trustee
        shall inform the Committee of such other Offer and the Committee shall
        use its best efforts under the circumstances to solicit instructions
        from the Participants (i) with respect to securities tendered for sale,
        exchange or transfer pursuant to the first Offer, whether to withdraw
        such tender, if possible, and, if withdrawn, whether to tender any
        Company Stock so withdrawn for sale, exchange or transfer pursuant to
        the second Offer and (ii) with respect to Company Stock not tendered for
        sale, exchange or transfer pursuant to the first Offer, whether to
        tender or not to tender such Company Stock for sale, exchange or
        transfer pursuant to the second Offer. The Trustee shall follow all such
        instructions received in a timely manner from Participants in the same
        manner and in the same proportion as provided in paragraph (a) of this
        Section. With respect to any further Offer for any Company Stock
        received by the Trustee and subject to any earlier Offer (including
        successive Offers from one or more existing offers), the Trustee shall
        act in the same manner as described above.

                (g) With respect to any Offer received by the Trustee, the
        Trustee shall inform the Sponsor of such Offer and the Sponsor shall
        distribute, at its expense, copies of all relevant material including
        but not limited to material filed with the Securities and Exchange
        Commission with such Offer or regarding such Offer, which shall seek
        confidential written instructions from each Participant who is entitled
        to respond to such Offer pursuant to paragraph (a). The identities of
        Participants, the amount of Company Stock allocated to their Accounts,
        and the Compensation of each Participant shall be determined from the
        list of Participants delivered to the Sponsor by the Committee which
        shall take all reasonable steps necessary to provide the Sponsor with
        the latest possible information.

                (h) The Sponsor shall distribute and/or make available to each
        Participant who is entitled to respond to an Offer pursuant to paragraph
        (a), an instruction form to be used by each such Participant who wishes
        to instruct the Trustee. The instruction form shall state that (i) if
        the Participant fails to return an instruction form to the Trustee by
        the indicated deadline, the Company Stock with respect to which he or
        she is entitled to give instructions shall not be sold, exchanged or
        transferred pursuant to such Offer, (ii) the Participant shall be a
        named fiduciary (as described in paragraph (m) below) with respect



                                       39
<PAGE>

        to all shares of Company Stock for which he or she is entitled to give
        instructions, and (iii) the Company acknowledges and agrees to honor the
        confidentiality of the Participant's instructions to the Trustee.

                (i) Each Participant may choose to instruct the Trustee in one
        of the following two ways: (i) not to sell, exchange or transfer any
        shares of Company Stock for which he or she is entitled to give
        instructions, or (ii) to sell, exchange or transfer all Company Stock
        for which he or she is entitled to give instructions. The Sponsor shall
        follow up with additional mailings and postings of bulletins, as
        reasonable under the time constraints then prevailing, to obtain
        instructions from Participants not otherwise responding to such requests
        for instructions. Subject to paragraph (e), the Trustee shall then sell,
        exchange or transfer shares according to instructions from Participants,
        except that shares for which no instructions are received shall not be
        sold, exchanged or transferred unless directed otherwise as provided in
        paragraph (b) above.

                (j) The Sponsor shall furnish former Participants who have
        received distributions of Company Stock so recently as to not be
        shareholders of record with the information given to Participants
        pursuant to paragraphs (g), (h) and (i) of this Section. The Trustee
        shall then sell, exchange or transfer shares according to instructions
        from such former Participants, except that shares for which no
        instructions are received shall not be sold, exchanged or transferred.

                (k) Neither the Company, the Committee nor the Trustee shall
        express any opinion or give any advice or recommendation to any
        Participant concerning the Offer, nor shall they have any authority or
        responsibility to do so.

                (l) The Trustee shall not reveal or release a Participant's
        instructions to the Company, its officers, directors, employees, or
        representatives. If some but not all Company Stock held by the Trust is
        sold, exchanged, or transferred pursuant to an Offer, the Company, with
        the Trustee's cooperation, shall take such action as is necessary to
        maintain the confidentiality of Participant's records including, without
        limitation, establishment of a security system and procedures which
        restrict access to Participant records and retention of an independent
        agent to maintain such records. If an independent record keeping agent
        is retained, such agent must agree, as a condition of its retention by
        the Sponsor, not to disclose the composition of any Participant Accounts
        to the Company, its officers, directors, employees, or representatives.
        The Company acknowledges and agrees to honor the confidentiality of
        Participants' instructions to the Trustee.

                (m) Each Participant shall be a named fiduciary (as that term is
        defined in Section 402(a)(2) of ERISA) with respect to Company Stock
        allocated to his or her Accounts under the Plan solely for purposes of
        exercising the rights of a shareholder with respect to an Offer pursuant
        to this Section 5.8 and voting rights pursuant to Section 5.9.



                                       40
<PAGE>

                (n) To the extent that an Offer results in the sale of Company
        Stock in the Trust, the Committee or the Participants, if so permitted
        under the terms of the Plan, shall instruct the Trustee as to the
        investment of the proceeds of such sale.

                (o) In the event a court of competent jurisdiction shall issue
        to the Plan, the Committee, the Sponsor or the Trustee an opinion or
        order, which shall, in the opinion of counsel to the Committee, the
        Sponsor or the Trustee, invalidate, in all circumstances or in any
        particular circumstances, any provision or provisions of this Section
        regarding the determination to be made as to whether or not Company
        Stock held by the Trustee shall be sold, exchanged or transferred
        pursuant to an Offer or cause any such provision or provisions to
        conflict with securities laws, then, upon notice thereof to the
        Committee, the Sponsor or the Trustee, as the case may be, such invalid
        or conflicting provisions of this Section shall be given no further
        force or effect. In such circumstances, the Trustee shall continue to
        follow instructions received from Participants, to the extent such
        instructions have not been invalidated by such order or opinion. To the
        extent the Trustee is required by such opinion or order to exercise any
        residual fiduciary responsibility with respect to such Offer, the
        Sponsor shall appoint an independent fiduciary who shall exercise such
        residual fiduciary responsibility as provided in paragraph (b) above and
        shall direct the Trustee as to whether or not Company Stock held by the
        Trustee shall be sold, exchanged or transferred pursuant to such Offer.

        5.9 Voting of Company Stock. Notwithstanding any other provision of the
Plan to the contrary, the Trustee shall have no discretion or authority to vote
Company Stock held in the Trust on any matter presented for a vote by the
stockholders of the Company except in accordance with timely directions received
by the Trustee from either the Committee or Participants, depending on who has
the right to direct the voting of such Company Stock as provided in the
following provisions of this Section 5.9.

                (a) All Company Stock held in the Trust Fund shall be voted by
        the Trustee as the Committee directs in its absolute discretion, except
        as provided in this Section 5.9(a).

                        (i) If the Sponsor has a registration-type class of
                securities (as defined in Code Section 409(e)(4)), then with
                respect to all corporate matters, each Participant shall be
                entitled to direct the Trustee as to the voting of all Company
                Stock allocated and credited to his or her Accounts.

                        (ii) If the Sponsor does not have a registration-type
                class of securities, then only with respect to such matters as
                the approval or disapproval of any corporate merger or
                consolidation, recapitalization, reclassification, liquidation,
                dissolution, sale of substantially all assets of trade or
                business, or such similar transactions as may be prescribed in
                Code Section 409(e)(4) and the regulations thereunder, each
                Participant shall be entitled to direct the Trustee as to the
                voting of all Company Stock allocated and credited to his or her
                Accounts.



                                       41
<PAGE>

                (b) To the extent there remains any residual fiduciary
        responsibility with respect to the voting of Company Stock after
        application of paragraph (a) above, the Trustee shall vote such Company
        Stock as directed by the Committee or as directed by an independent
        fiduciary if duly appointed by the Sponsor. To the extent the Committee
        or an independent fiduciary is required to exercise any residual
        fiduciary responsibility with respect to the voting of Company Stock,
        the Committee or independent fiduciary shall take into account in
        exercising its fiduciary judgment, unless it is clearly imprudent to do
        so, directions timely received from Participants, as such directions are
        most indicative of what action is in the best interests of Participants.
        Further, the Committee or independent fiduciary, in addition to taking
        into consideration any relevant financial factors bearing on any such
        decision, shall take into consideration any relevant non-financial
        factors, including, but not limited to, the continuing job security of
        Participants as employees of the Sponsor or any Affiliated Company,
        conditions of employment, employment opportunities and other similar
        matters, and the prospect of the Participants and prospective
        Participants for future benefits under the Plan.

                (c) All Participants entitled to direct such voting shall be
        notified by the Sponsor, pursuant to its normal communications with
        shareholders, of each occasion for the exercise of such voting rights
        within a reasonable time before such rights are to be exercised. Such
        notification shall include all information distributed to shareholders
        either by the Sponsor or any other party regarding the exercise of such
        rights. Such Participants shall be so entitled to direct the voting of
        fractional shares (or fractional interests in shares), provided,
        however, that the Trustee may, to the extent possible, vote the combined
        fractional shares (or fractional interests in shares) so as to reflect
        the aggregate direction of all Participants giving directions with
        respect to fractional shares (or fractional interests in shares). To the
        extent that a Participant shall fail to direct the Trustee as to the
        exercise of voting rights arising under any Company Stock credited to
        his or her Accounts, such Company Stock shall not be voted unless the
        Trustee is directed otherwise as provided in paragraph (b) above. The
        Trustee shall maintain confidentiality with respect to the voting
        directions of all Participants.

                (d) Each Participant shall be a named fiduciary (as that term is
        defined in Section 402(a)(2) of ERISA) with respect to Company Stock for
        which he or she has the right to direct the voting under the Plan but
        solely for the purpose of exercising voting rights pursuant to this
        Section 5.9 or certain Offers pursuant to Section 5.8.

                (e) In the event a court of competent jurisdiction shall issue
        an opinion or order to the Plan, the Committee, the Sponsor or the
        Trustee, which shall, in the opinion of counsel to the Committee, the
        Sponsor or the Trustee, invalidate under ERISA, in all circumstances or
        in any particular circumstances, any provision or provisions of this
        Section regarding the manner in which Company Stock held in the Trust
        shall be voted or cause any such provision or provisions to conflict
        with ERISA, then, upon notice thereof to the Committee, the Sponsor or
        the Trustee, as the case may be, such invalid or conflicting provisions
        of this Section shall be given no further force or effect. In such



                                       42
<PAGE>

        circumstances the Trustee shall continue to follow instructions received
        from Participants, to the extent such instructions have not been
        invalidated by such order or opinion. To the extent the Trustee is
        required by such opinion or order to exercise any residual fiduciary
        responsibility with respect to voting, the Sponsor shall appoint an
        independent fiduciary who shall exercise such residual fiduciary
        responsibility as provided in paragraph (b) above and shall direct the
        Trustee as to the manner in which Company Stock held by the Trustee
        shall be voted.

        5.10 Securities Law Limitation. Neither the Committee nor the Trustee
shall be required to engage in any transaction, including without limitation,
directing the purchase or sale of Company Stock (or Allergan Stock), which
either determines in its sole discretion might tend to subject itself, its
members, the Plan, the Company, or any Participant or Beneficiary to a liability
under federal or state securities laws.

        5.11 Distributions. Money and property of the Trust shall be paid out,
disbursed, or applied by the Trustee for the benefit of Participants and
Beneficiaries under the Plan in accordance with directions received by the
Trustee from the Committee. Upon direction of the Committee, the Trustee may pay
money or deliver property from the Trust for any purpose authorized under the
Plan. The Trustee shall be fully protected in paying out money or delivering
property from the Trust from time to time upon written order of the Committee
and shall not be liable for the application of such money or property by the
Committee.

        The Trustee shall not be required to determine or to make any
investigation to determine the identity or mailing address of any person
entitled to benefits hereunder and shall have discharged its obligation in that
respect when it shall have sent checks or other property by first-class mail to
such persons at their respective addresses as may be certified to it by the
Committee.

        5.12 Taxes. If the whole or any part of the Trust, or the proceeds
thereof, shall become liable for the payment of any estate, inheritance, income
or other tax, charge, or assessment which the Trustee shall be required to pay,
the Trustee shall have full power and authority to pay such tax, charge, or
assessment out of any moneys or other property in its hands for the account of
the person whose interests hereunder are so liable, but at least ten (10) days
prior to making any such payment, the Trustee shall mail notice to the Committee
of its intention to make such payment. Prior to making any transfers or
distributions of any of the Trust, the Trustee may require such releases or
other documents from any lawful taxing authority as it shall deem necessary.

        5.13 Trustee Records to be Maintained. The Trustee shall keep accurate
and detailed accounts of all investments, receipts, disbursements, and other
transactions hereunder, and all accounts, books, and records relating thereto
shall be open to inspection and audit at all reasonable times by any person
designated by the Company (subject to the provisions of Section 5.8(k)).

        5.14 Annual Report of Trustee. Promptly following the close of each Plan
Year (or such other period as may be agreed upon between the Trustee and
Committee), or promptly after receipt of a written request from the Company, the
Trustee shall prepare for the Company a



                                       43
<PAGE>

written account which will enable the Company to satisfy the annual financial
reporting requirements of ERISA, and which will set forth among other things all
investments, receipts, disbursements, and other transactions effected by the
Trustee during such Plan Year or during the period from the close of the last
Plan Year to the date of such request. Such account shall also describe all
securities and other investments purchased and sold during the period to which
it refers, the cost of acquisition or net proceeds of sale, the securities and
investments held as of the date of such account, and the cost of each item
thereof as carried on the books of the Trustee. All accounts so filed shall be
open to inspection during business hours by the Company, the Committee, and by
Participants and Beneficiaries of the Plan (subject to the provisions of Section
5.8(k)).

        5.15 Appointment of Investment Manager. From time to time the Committee,
in accordance with Section 9.6 hereof, may appoint one or more Investment
Managers who shall have investment management and control over assets of the
Trust not invested or to be invested in Company Stock. The Committee shall
notify the Trustee of such assets of the appointment of the Investment Manager.
In the event more than one Investment Manager is appointed, the Committee shall
determine which assets shall be subject to management and control by each
Investment Manager and shall also determine the proportion in which funds
withdrawn or disbursed shall be charged against the assets subject to each
Investment Manager's management and control. As shall be provided in any
contract between an Investment Manager and the Committee, such Investment
Manager shall hold a revocable proxy with respect to all securities which are
held under the management of such Investment Manager pursuant to such contract
(except for Company Stock), and such Investment Manager shall report the voting
of all securities subject to such proxy on an annual basis to the Committee.

        5.16 Certain Offers for Allergan Stock; Voting of Allergan Stock.


        (a) The provisions of Appendix B shall apply in the event an offer shall
be received by the Trustee (including, but not limited to, a tender offer or
exchange offer within the meaning of the Exchange Act) to acquire any or all
shares of Allergan Stock held by the Trust (an "Allergan Offer").

        (b) The provisions of Appendix B shall apply with respect to the
exercise of the voting rights of the Allergan Stock held by the Trust.



                                       44
<PAGE>

                                   ARTICLE VI.
                            ACCOUNTS AND ALLOCATIONS

        6.1 Participants' Accounts.


                (a) In order to account for the allocated interest of each
        Participant in the Trust Fund, there shall be established and maintained
        for each Participant, as applicable, a Before Tax Deposits Account, an
        After Tax Deposits Account, a Company Contribution Account, a Profit
        Sharing Account, a Rollover Account and an Allergan ESOP Account.

                (b) Effective upon the Distribution Date, with respect to a
        Participant who is a Transferring Employee, the amount credited to each
        "Account" (as defined in the Allergan Savings Plan) of such Participant
        in the Allergan Savings Plan as of the Distribution Date shall be
        credited to such Participant's Account in the Plan that corresponds to
        such "Account" in the Allergan Savings Plan.

                (c) Effective upon the Distribution Date, with respect to a
        Participant who is a Transferring Employee, the amount credited to the
        "ESOP Account" (as defined in the Allergan ESOP) of such Participant in
        the Allergan ESOP as of the Distribution Date shall be credited to such
        Participant's Allergan ESOP Account in the Plan.

        6.2 Allocation of Amounts Contributed by Participants. All After Tax
Deposits and Before Tax Deposits contributed by a Participant shall be allocated
to the separate Account established and maintained for that Participant for such
form of contributions. Such contributions shall be paid by the Company to the
Trustee as soon as the amount can reasonably be identified and separated from
the Company's other assets, but in any event no later than the 15th business day
of the month following the month in which such amounts would otherwise be
payable to the Participant, or such other time provided in applicable
regulations under the Code or ERISA.

        6.3 Allocation of Company Contributions and Forfeitures. Company
Contributions and Forfeitures shall be allocated as follows:


                (a) Forfeitures shall first be used to restore the Accounts of
        rehired Participants if so required under Section 7.3 or 8.7(c) and
        shall then be allocated to the Company Contribution Accounts and Profit
        Sharing Accounts of Participants to the extent necessary to correct
        insufficient allocations made to such Accounts in prior months
        discovered during the Plan Year to which such Forfeitures are
        attributable. Any remaining Forfeitures may be applied towards plan
        expenses if so directed by the



                                       45
<PAGE>

        Committee as provided in Section 9.12 or shall be used to reduce
        contributions made by the Company pursuant to Section 5.3.

                (b) Matching Contributions shall be allocated to the Company
        Contribution Accounts of all Participants who made Matched Deposits at
        such times and in such amounts as provided in Sections 5.3(a) and
        5.3(b).

                (c) Profit Sharing Contributions shall be allocated to the
        Profit Sharing Accounts of eligible Participants at such times and in
        such amounts as provided in Section 5.3(c).

                (d) Any other Company Contributions shall be used to restore the
        Accounts of rehired Participants if so required under Section 8.7(c) and
        to the extent Forfeitures are unavailable. Any amounts remaining may be
        used to pay Plan expenses if so directed by the Committee as provided in
        Section 9.12.

        The allocations of Company Contributions under this Section 6.3 shall be
made only after any allocations required by Sections 6.8 and 13.4 have been
made.

        6.4 Valuation of Participants' Accounts. Within sixty (60) days after
each Valuation Date the Trustee shall value the assets of the Trust on the basis
of fair market values. Company Stock held by the Trust shall be valued in
accordance with Section 6.5. If separate investment funds are maintained under
the Trust pursuant to Section 5.5(b) then each such fund shall be valued
separately so that gains or losses of the various funds shall not be commingled.
Upon receipt of these valuations from the Trustee, the Committee shall revalue
the Accounts and subaccounts (as established pursuant to Section 5.5(b)), if
any, of each Participant as of the applicable Valuation Date so as to reflect,
among other things, a proportionate share in any increase or decrease in the
fair market value of the assets in the Trust Fund, determined by the Trustee as
of that date as compared with the value of the assets in the Trust Fund as of
the immediately preceding Valuation Date.

        6.5 Valuation of Company Stock. Company Stock held by the Trust shall be
valued according to the following rules:


                (a) In the case of Company Stock that is publicly traded on a
        national securities exchange, such stock shall be valued by reference to
        the closing price of such stock on such exchange on the last trading day
        of the month for which such stock is being valued.

                (b) In the case of Company Stock that is not publicly traded on
        a national securities exchange, such stock shall be valued as of the
        first day of each Plan Year, or such other time as established by the
        Committee, by determining the fair market value of such stock through
        the use of an independent appraiser. Such fair market valuation shall



                                       46
<PAGE>

        be used to determine the valuation of each Participant's Accounts on
        each Valuation Date in such Plan Year pursuant to Section 6.4.

        6.6 Dividends, Splits, Recapitalizations, Etc. Any Company Stock
received by the Trustee as a stock split, dividend, or as a result of a
reorganization or other recapitalization of the Company shall be allocated in
the same manner as the Company Stock to which it is attributable is then
allocated.

        6.7 Stock Rights, Warrants or Options.


                (a) In the event any rights, warrants, or options are issued on
        Company Stock held in the Trust Fund, the Trustee shall exercise them
        for the acquisition of additional Company Stock as directed by the
        Committee to the extent that cash is then available in the Trust Fund.

                (b) Any Company Stock acquired in this fashion shall be treated
        as Company Stock purchased by the Trustee for the net price paid and
        shall be allocated in the same manner as the funds used to purchase the
        Company Stock were or would be allocated under the provisions of the
        Plan. Thus, if the funds used to purchase the stock consisted of
        unallocated Company Contributions, the stock would be allocated under
        the terms of Section 6.3; if the funds used consisted of the unallocated
        net income of the Trust, the stock would be allocated as provided in
        Section 6.4; and if the funds used consisted of funds previously
        allocated to the Accounts, the stock would be allocated in the manner in
        which the Accounts or subaccounts are debited and credited.

                (c) Any rights, warrants, or options on Company Stock which
        cannot be exercised for lack of cash may, as directed by the Committee,
        be sold by the Trustee and the proceeds allocated in accordance with the
        source of the Company Stock with respect to which the rights, warrants,
        or options were issued in accordance with rules of paragraph (b) above.

        6.8 Allergan Stock. The provisions of Appendix B shall apply for
purposes of the valuation of Allergan Stock held by the Trust, in the event of a
stock split, dividend or reorganization or other recapitalization of Allergan or
any rights, warrants, or options are issued on Allergan Stock, and with respect
to any required put option for Allergan Stock.

        6.9 Treatment of Accounts Upon Severance. Upon a Participant's
Severance, pending distribution of the Participant's benefit pursuant to the
provisions of Article VIII, the Participant's Accounts shall continue to be
maintained and accounted for in accordance with all applicable provisions of the
Plan, including but not limited to the allocation of Company Contributions and
net income or loss to which the Accounts are entitled under the applicable
provisions of Sections 6.3 and 6.4 as of any Valuation Date or other date
preceding the distribution of the Participant's entire benefit under the Plan.

        6.10 Cash Dividends.



                                       47
<PAGE>

                (a) All cash dividends paid to the Trustee with respect to
        Company Stock that has been allocated to a Participant's Account as of
        the quarterly date on which the dividend is received by the Trustee
        shall be allocated to the Participant's Account.

                (b) If a Participant (or Beneficiary) has a current right to a
        distribution in Company Stock pursuant to Article VIII and such stock
        has not yet been re-registered in the name of the Participant (or
        Beneficiary) as of the record date of any dividend on such stock, such
        dividend shall be distributed to the Participant (or Beneficiary).

                (c) Notwithstanding the provisions of paragraphs (a) and (b)
        above, the Committee may determine, in its discretion, that cash
        dividends on such shares may be used to purchase additional shares of
        Company Stock, or in whatever other manner it deems appropriate.

        6.11 Miscellaneous Allocation Rules.


                (a) In the event that there is more than one class of Company
        Stock to be allocated to Participants' Accounts, there shall be
        allocated to the Account of each Participant (entitled to share in
        allocations of Company Stock as of any applicable date) the portion of
        each class of Company Stock (to be allocated as of that date) which the
        amount to be allocated to the Account of the Participant bears to the
        total amount to be allocated to the Accounts of all Participants
        entitled to share in such allocation.

                (b) Allocations of all assets other than Company Stock shall be
        made on the basis of, and expressed in terms of dollar value.
        Allocations of Company Stock shall be on the basis of the number of
        shares of Company Stock (including fractional shares) and valuations, as
        of each Valuation Date, shall be expressed in terms of number of shares
        and dollar value.

                (c) The Committee and the Trustee shall establish such
        additional accounting procedures as may be necessary for the purpose of
        making the allocations, valuations, withdrawals, and adjustments to
        Participants' Accounts provided for in this Article VI. From time to
        time the Committee and Trustee may modify such additional accounting
        procedures for the purpose of achieving equitable, nondiscriminatory,
        and administratively feasible allocations among the Accounts of
        Participants in accordance with the general concepts of the Plan and the
        provisions of this Article VI.

                (d) The Company, the Committee and Trustee do not in any manner
        or to any extent whatsoever warrant, guarantee or represent that the
        value of a Participant's Account shall at any time equal or exceed the
        amount previously contributed thereto.



                                       48
<PAGE>

        6.12 Cash Dividends on Allergan Stock. The provisions of Appendix B
shall apply with respect to cash dividends on Allergan Stock held by the Trust.

        6.13 Limitations on After Tax Deposits and Matching Contributions. With
respect to each Plan Year, After Tax Deposits and Matching Contributions under
the Plan for the Plan Year shall not exceed the limitations by or on behalf of
Highly Compensated Participants under Code Section 401(m), as provided in this
Section. In the event that After Tax Deposits and Matching Contributions under
the Plan by or on behalf of Highly Compensated Participants for any Plan Year
exceed the limitations of this Section for any reason, such excess After Tax
Deposits and Matching Contributions and any income or loss allocable thereto
shall be disposed of in accordance with Section 6.14.

                (a) The After Tax Deposits by Participants and Matching
        Contributions on behalf of Participants for a Plan Year shall satisfy
        the Actual Contribution Percentage test set forth in (i) below, or, to
        the extent not precluded by applicable regulations, the alternative
        Actual Contribution Percentage test set forth in (ii) below:

                        (i) The Actual Contribution Percentage of Highly
                Compensated Participants for the Plan Year shall not be more
                than the prior Plan Year's Actual Contribution Percentage of
                Participants who were not Highly Compensated Employees for the
                prior Plan Year multiplied by 1.25, or

                        (ii) The Actual Contribution Percentage of Highly
                Compensated Participants for the Plan Year shall not be more
                than the prior Plan Year's Actual Contribution Percentage of
                Participants who were not Highly Compensated Employees for the
                prior Plan Year multiplied by 2.0, provided that the Actual
                Contribution Percentage of Highly Compensated Participants does
                not exceed the Actual Contribution Percentage of Participants
                who were not Highly Compensated Employees for the prior Plan
                Year by more than two (2) percentage points.

                (b) For purposes of this Section 6.13 and Section 6.14 the
        following definitions shall apply:

                        (i) "Actual Contribution Percentage" shall mean the
                average of the Contribution Percentages, with respect to the
                group of Highly Compensated Participants and the group of all
                other Participants for a Plan Year. The "Contribution
                Percentage" for any Participant shall mean the ratio, calculated
                separately and to the nearest one-hundredth of one percent for
                each Participant in such group, determined as follows:

                                (1) For a Highly Compensated Participant, the
                        ratio of such Participant's After Tax Deposits and
                        Matching Contributions for the current Plan Year to such
                        Participant's Compensation for the current Plan Year;
                        provided, however, that the Contribution Percentage of a
                        Highly



                                       49
<PAGE>

                        Compensated Participant with no After Tax Deposits and
                        Matching Contributions made on his or her behalf shall
                        be zero.

                                (2) For any other Participant, the ratio of such
                        Participant's After Tax Deposits and Matching
                        Contributions for the preceding Plan Year to such
                        Participant's Compensation for the preceding Plan Year;
                        provided, however, that the Contribution Percentage of a
                        Participant with no After Tax Deposits and Matching
                        Contributions made on his or her behalf shall be zero.

                        The Contribution Percentage, in each case, however,
                shall not include Matching Contributions that are forfeited
                either to correct Excess Aggregate Contributions or because the
                contribution to which they relate are excess Before Tax
                Deposits, excess After Tax Deposits, or Excess Aggregate
                Contributions.

                        For purposes of the Actual Contribution Percentage test
                for the Plan Year ending on December 31, 2002, the prior Plan
                Year's Actual Contribution Percentage of Participants who were
                not Highly Compensated Employees for such prior Plan Year shall
                equal the "Actual Contribution Percentage" (as defined in the
                Allergan Savings Plan) of "Participants" (as defined in the
                Allergan Savings Plan) who were not "Highly Compensated
                Employees" (as defined in the Allergan Savings Plan) under the
                Allergan Savings Plan for the Plan Year ended on December 31,
                2001.

                        To the extent determined by the Committee and in
                accordance with regulations issued by the Secretary of the
                Treasury under Code Section 401(m)(3), Before Tax Deposits and
                any qualified nonelective contributions, within the meaning of
                Code Section 401(m)(4)(C) on behalf of a Participant (and, for
                purposes of the Actual Contribution Percentage test for the Plan
                Year ending on December 31, 2002, qualified nonelective
                contributions under the Allergan Savings Plan) may also be taken
                into account for purposes of calculating the Contribution
                Percentage of a Participant. However, if any Before Tax Deposits
                are taken into account for purposes of determining Actual
                Deferral Percentages under Section 4.3 then such Before Tax
                Deposits shall not be taken into account under this Section
                6.13.

                        (ii) "Highly Compensated Participant" shall mean for any
                Plan Year any Participant who is a Highly Compensated Employee.
                A Participant is a Highly Compensated Employee for a particular
                Plan Year if he or she meets the definition of a Highly
                Compensated Employee in effect for that Plan Year. Similarly, a
                Participant is not a Highly Compensated Employee for a
                particular Plan Year if he or she does not meet the definition
                of a Highly Compensated Employee in effect for that Plan Year.

                        (iii) "Participant" shall mean any Eligible Employee who
                satisfied the requirements under Article III during the Plan
                Year whether or not such Eligible Employee has elected to
                contribute to the Plan for such Plan Year.



                                       50
<PAGE>

                        (iv) "Compensation" shall mean compensation as described
                below:

                                (1) Compensation means compensation determined
                        by the Company in accordance with the requirements of
                        Code Section 414(s) and the regulations thereunder.

                                (2) For purposes of this Section 6.13,
                        Compensation may, at the Company's election, exclude
                        amounts which are excludable from a Participant's gross
                        income under Code Section 125 (pertaining to cafeteria
                        plans), 132(f)(4), Code Section 402(e)(3) (pertaining to
                        401(k) salary reductions), 402(h) and 403(b). The
                        Company may change its election provided such change
                        does not discriminate in favor of Highly Compensated
                        Employees.

                                (3) Compensation taken into account for any Plan
                        Year shall not exceed $200,000, as adjusted for
                        cost-of-living increases in accordance with Code Section
                        401(a)(17)(B). Any cost-of-living adjustments in effect
                        for a calendar year shall apply to the Plan Year
                        beginning with or within such calendar year.

                        (v) "Excess Aggregate Contributions" shall mean, with
                respect to any Plan Year, the excess of:

                                (1) The aggregate After Tax Deposits and
                        Matching Contributions taken into account in computing
                        the numerator of the Contribution Percentage actually
                        made on behalf of Highly Compensated Employees for such
                        Plan year, over

                                (2) The maximum After Tax Deposits and Matching
                        Contributions permitted under the Actual Contribution
                        Percentage test as determined by reducing such Matching
                        Contributions made on behalf of Highly Compensated
                        Employees in order of their Contribution Percentages,
                        beginning with the highest of such percentages.

                        Such determination shall be made after first determining
                excess Before Tax Deposits pursuant to Sections 4.2(a) and 4.3.

                (c) In the event the Plan satisfies the requirements of Code
        Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more
        other plans which include arrangements under Code Section 401(k), then
        this Section 6.13 shall be applied by determining the Contribution
        Percentages as if all such plans were a single plan, in accordance with
        the requirements of Code Section 401(m), the regulations prescribed by
        the Secretary of the Treasury under Code Section 401(m), Internal
        Revenue Service Notice 98-1 and any superseding guidance. In the event
        the Plan satisfies the requirements of Code Section 410(b) on a
        disaggregated basis, then this Section 6.13 shall be applied by
        determining the Contribution Percentages of Participants in



                                       51
<PAGE>

        accordance with the requirements of Code Section 401(m), the regulations
        prescribed by the Secretary of the Treasury under Code Section 401(m),
        Internal Revenue Service Notice 98-1 and any superseding guidance. Any
        adjustments to the Contribution Percentages of Participants who are not
        Highly Compensated Employees for the prior year shall be made in
        accordance with Internal Revenue Service Notice 98-1 and any superseding
        guidance. Plans may be aggregated in order to satisfy Code Section
        401(m) only if they have the same Plan Year and use the same Actual
        Contribution Percentage testing method.

                (d) For purposes of this Section 6.13, the Contribution
        Percentage for any Highly Compensated Participant who is eligible to
        have After Tax Deposits or Matching Contributions allocated to his or
        her account under two or more plans maintained by the Company or an
        Affiliated Company shall be determined as if the total of such After Tax
        Deposits or Matching Contributions was made under each plan. If a Highly
        Compensated Employee participates in two or more cash or deferred
        arrangements that have different plan years, all cash or deferred
        arrangements that have different plan years, all cash or deferred
        arrangements ending with or within the same calendar year shall be
        treated as a single arrangement. Notwithstanding the foregoing, certain
        plans shall be treated as separate plans if mandatorily disaggregated
        pursuant to regulations under Code Section 401(m).

                (e) For purposes of the Actual Contribution Percentage test,
        After Tax Deposits shall be considered to have been made in the Plan
        Year in which contributed to the Trust. Matching Contributions shall be
        considered made for a Plan Year if made no later than the end of the
        twelve-month period beginning on the day after the close of the Plan
        Year.

                (f) The determination and treatment of the Contribution
        Percentage of any Participant shall satisfy such other requirements as
        may be prescribed by the Secretary of the Treasury.

                (g) The Committee shall keep or cause to have kept such records
        as are necessary to demonstrate that the Plan satisfies the requirements
        of Code Section 401(m) and the regulations thereunder, in accordance
        with regulations prescribed by the Secretary of the Treasury.

        6.14 Provision for Disposition of Excess After Tax Deposits or Matching
Contributions on Behalf of Highly Compensated Participants. After application of
the provisions of Section 4.4 and 4.5, the following provisions shall be
implemented:

                (a) The Committee shall determine, as soon as is reasonably
        possible following the close of each Plan Year, the extent (if any) to
        which contributions by or on behalf of Highly Compensated Participants
        may cause the Plan to exceed the limitations



                                       52
<PAGE>

        of Section 6.13 for such Plan Year. If, pursuant to the determination by
        the Committee and as required by the leveling method described in
        paragraph (b) below, contributions by or on behalf of a Highly
        Compensated Participant may cause the Plan to exceed such limitations,
        then the Committee shall take the following steps:

                        (i) First, any excess After Tax Deposits that were not
                matched by Matching Contributions, together with income or loss
                allocable to such amount (determined in accordance with
                paragraph (c) below) shall be returned to the Highly Compensated
                Participant.

                        (ii) Second, if any excess remains after the provisions
                of (i) above are applied, to the extent necessary to eliminate
                the excess, Matching Contributions with respect to the Highly
                Compensated Participant, any corresponding matched After Tax
                Deposits, and any income or loss allocable thereto, shall either
                be distributed (if non-forfeitable) to the Highly Compensated
                Participant or forfeited (to the extent forfeitable under the
                Plan) on a pro-rata basis. Amounts of excess Matching
                Contributions forfeited by Highly Compensated Participants under
                this Section 6.14, including any income or loss allocable
                thereto, shall be applied to reduce Matching Contributions by
                the Company or the Affiliated Company that made the Matching
                Contribution on behalf of the Highly Compensated Participant for
                the Plan Year for which the excess contribution was made.

                        (iii) If administratively feasible, any amounts
                distributed pursuant to subparagraphs (i) or (ii) above shall be
                returned within two and one-half (2-1/2) months following the
                close of the Plan Year for which such excess After Tax Deposits
                or Matching Contributions were made, but in any event no later
                than the end of the first Plan Year following the Plan Year for
                which the excess After Tax Deposits or Matching Contributions
                were made. After Tax Deposits and Matching Contributions for any
                Plan Year shall be made on the basis of the respective portions
                of such excess After Tax Deposits and Matching Contributions
                attributable to each Highly Compensated Participant.

                (b) For purposes of satisfying the Actual Contribution
        Percentage test, the amount of any excess After Tax Deposits or Matching
        Contributions by or on behalf of Highly Compensated Participants for a
        Plan Year under Section 6.13 shall be determined by application of a
        leveling method under which the After Tax Deposits or Matching
        Contributions of the Highly Compensated Participant who has the highest
        dollar amount of After Tax Deposits or Matching Contributions for such
        Plan Year is reduced to the extent required to cause such Highly
        Compensated Participant's After Tax Deposits and Matching Contributions
        to equal the After Tax Deposits and Matching Contributions of the Highly
        Compensated Participant with the next highest After Tax Deposits and
        Matching Contributions; provided, however, if a lesser amount, when
        added to the total dollar amount already distributed under this
        paragraph (b), equals the total excess After Tax Deposits and Matching
        Contributions that are required to be distributed to enable the Plan to
        satisfy the Actual Contribution Percentage test, the lesser amount shall
        be distributed. This process shall be repeated until the Plan satisfies
        the Actual Contribution Percentage test.



                                       53
<PAGE>

                (c) The amount of income or loss attributable to any excess
        After Tax Deposits or Matching Contributions, as determined under this
        Section 6.14 (the "Excess Aggregate Contribution") by a Highly
        Compensated Participant for a Plan Year shall be equal to the sum of the
        following:

                        (i) The income or loss allocable to the Highly
                Compensated Participant's Excess Aggregate Contribution Accounts
                for the Plan Year multiplied by a fraction, the numerator of
                which is the Excess Aggregate Contribution and the denominator
                of which is the sum of the balance of the Highly Compensated
                Participant's Excess Aggregate Contribution Accounts without
                regard to any income or loss allocable to such Accounts during
                the Plan Year; and

                        (ii) The amount of allocable income or loss for the Gap
                Period using the "safe harbor" method set forth in regulations
                prescribed by the Secretary of the Treasury under Code Section
                401(m). Under the "safe harbor" method, such allocable income or
                loss is equal to 10% of the amount calculated under Section
                6.14(c)(i) above, multiplied by the number of calendar months
                from the last day of the Plan Year until the date of
                distribution of the Participant's excess After Tax Deposits or
                Matching Contributions. A distribution on or before the 15th of
                the month is treated as made on the last day of the preceding
                month, a distribution after the 15th of the month is treated as
                made on the first day of the next month.

                (d) For the purpose of this Section 6.14, the following shall
        apply:

                        (i) "Excess Aggregate Contribution Accounts" shall mean
                the Participant's After Tax Deposits Account and Company
                Contribution Account.

                        (ii) "Gap Period" shall mean the period between last day
                of the Plan Year and the date of distribution of any Excess
                Aggregate Contributions.

                (e) Any excess After Tax Deposits and/or Matching Contributions
        distributed to a Highly Compensated Participant or forfeited by a Highly
        Compensated Participant in accordance with this Section 6.14, shall be
        treated as Annual Additions under Article XIII for the Plan Year for
        which the excess contribution was made.

                (f) Neither the Committee nor the Company shall be liable to any
        Participant (or his or her Beneficiary, if applicable) for any losses
        caused by a mistake in calculating the amount of any Excess Aggregate
        Contributions by or on behalf of a Highly Compensated Participant and
        the income or loss allocable thereto.



                                       54
<PAGE>

                                  ARTICLE VII.
                            VESTING IN PLAN ACCOUNTS

        7.1 No Vested Rights Except as Herein Provided. No Participant shall
have any vested right or interest to, or any right of payment of, any assets of
the Trust Fund, except as expressly provided in the Plan. Neither the making of
any allocations nor the credit to any Account of a Participant shall vest in any
Participant any right, title, or interest in or to any assets of the Trust Fund.

        7.2 Vesting Schedule.

                        (a) A Participant's interest in his or her Company
                Contribution Account shall vest in accordance with the following
                schedule:

<TABLE>
<CAPTION>
                Years of Credited Service                  Vested Percentage
                -------------------------                  -----------------
<S>                                                        <C>
                Less than 3                                         0%
                3 or more                                         100%.
</TABLE>

                (b) A Participant's interest in his or her Profit Sharing
        Account or his or her Allergan ESOP Account shall vest in accordance
        with the following schedule:

<TABLE>
<CAPTION>
                Years of Credited Service                  Vested Percentage
                -------------------------                  -----------------
<S>                                                        <C>
                Less than 1                                         0%
                1, but less than 2                                 20%
                2, but less than 3                                 40%
                3, but less than 4                                 60%
                4, but less than 5                                 80%
                5 or more                                         100%.
</TABLE>

                (c) Notwithstanding the above, a Participant shall become fully
        vested in his or her Company Contribution Account, his or her Profit
        Sharing Account and his or her Allergan ESOP Account upon the occurrence
        of any of the following events, if such Participant is then still an
        Employee:

                        (i) Attainment of age sixty-two (62);

                        (ii) Death;

                        (iii) Severance due to a Disability; or



                                       55
<PAGE>

                        (iv) Occurrence of a Change in Control pursuant to
                Section 12.4.

        7.3 Severance When Less than Fully Vested. A Participant who incurs a
Severance and who is not or does not become 100% vested in his or her Profit
Sharing Account or his or her Allergan ESOP Account pursuant to Section 7.2,
shall receive a distribution of the vested portion of his or her Profit Sharing
Account or his or her Allergan ESOP Account in a single lump sum payment in the
form prescribed by Section 8.2 hereof, as soon as practicable following the
Participant's Severance Date, but in no event later than the last day of the
Plan Year following the Plan Year in which the Participant incurred the
Severance. The non-vested portion of such Participant's Profit Sharing Account
or Allergan ESOP Account shall be forfeited in accordance with the following
rules:

                (a) In the event that a distribution of the entire vested
        portion of such a Participant's Profit Sharing Account or Allergan ESOP
        Account is made pursuant to Section 8.2, the non-vested portion shall be
        forfeited as of such Participant's distribution date. In the event such
        Participant is rehired by the Company or an Affiliated Company prior to
        the date such Participant incurs five consecutive Breaks in Service, the
        amount so forfeited shall be reinstated to the Participant's Profit
        Sharing Account or Allergan ESOP Account as of the Participant's
        Reemployment Commencement Date (without regard to any interest or
        investment earnings on such amount). For the purpose of this paragraph
        (a), a Participant with no vested portion of his or her Accounts shall
        be deemed to have received a distribution pursuant to this paragraph (a)
        as of his or her Severance Date.

                (b) In the event such a Participant who incurs a Severance does
        not receive a distribution of the entire vested portion of his or her
        Profit Sharing Account or Allergan ESOP Account, the non-vested portion
        shall be forfeited as of such Participant's Severance Date. In the event
        such Participant is rehired by the Company or an Affiliated Company
        prior to the date such Participant incurs five consecutive Breaks in
        Service, the amount so forfeited plus an amount equal to the rate of
        return, the amount forfeited would have received but for forfeiture
        pursuant to this paragraph (b) shall be reinstated to the Participant's
        Profit Sharing Account or Allergan ESOP Account as of the Participant's
        Reemployment Commencement Date. The rate of return shall be determined
        based on the investment earnings that would have accrued on the amount
        so forfeited had such amount remained invested in the investment funds
        in which it was invested immediately prior to such forfeiture. The
        Company shall be obligated to contribute to the Trust Fund any amounts
        necessary after application of Section 6.3(a) to reinstate any Profit
        Sharing Account or Allergan ESOP Account if reinstatement is required
        under the provisions of this paragraph.

                (c) At any relevant time after Severance pursuant to paragraphs
        (a) and (b) above, the Participant's vested portion of his or her Profit
        Sharing Account or Allergan ESOP Account shall be equal to an amount
        ("X") determined by the following formula:

                               X = P*(AB + D) - D



                                       56
<PAGE>

        For the purposes of applying the formula:

                P  = the vested percentage at any relevant time determined
                     pursuant to Section 7.2

                AB = the Profit Sharing Account or Allergan ESOP Account
                     balance, as the case may be, at the relevant time

                D  = the total amount of any distribution from the Profit
                     Sharing Account or Allergan ESOP Account, as the case
                     may be, since such Severance.

        7.4 Vesting of Participant Deposits. A Participant shall be fully vested
at all times in the amounts allocated to his or her Before Tax Deposits Account,
After Tax Deposits Account, and Rollover Account.



                                       57
<PAGE>

                                  ARTICLE VIII.
                            PAYMENT OF PLAN BENEFITS

        8.1 Withdrawals During Employment. A Participant may withdraw in a
single lump-sum payment, once in any calendar quarter, amounts of at least $500
from his or her Accounts while an Employee in accordance with the following
rules:

                (a) A Participant may, for any reason, withdraw any portion of
        the amount allocated to his or her After Tax Deposit Account (excluding
        any After Tax Deposits recharacterized as such under Section 4.5). A
        Participant who makes a withdrawal of After Tax Deposits (whether
        Matched Deposits or non-Matched Deposits) shall not be permitted to make
        any After Tax or Before Tax Deposits during the six (6) month period
        beginning as soon as administratively feasible following the date of the
        withdrawal unless the After Tax Deposits can also be withdrawn under
        paragraph (d) below or the withdrawal is comprised solely of After Tax
        Deposits which are not Matched Deposits and which were contributed to
        the Plan (or the Allergan Savings Plan) prior to July 1, 2000. A
        Participant who made a withdrawal of After Tax Deposits (whether Matched
        Deposits or Non-Matched Deposits) from the Allergan Savings Plan on or
        after July 1, 2000 and prior to the Effective Date shall not be
        permitted to make any After Tax or Before Tax Deposits under the Plan
        during the six (6) month period beginning as soon as administratively
        feasible following the date of the withdrawal unless the After Tax
        Deposits could also have been withdrawn under Section 8.1(d) of the
        Allergan Savings Plan or the withdrawal was comprised solely of After
        Tax Deposits which were not Matched Deposits and which were contributed
        prior to July 1, 2000.

                (b) A Participant may, for any reason, withdraw any portion of
        the amount allocated to his or her Rollover Account.

                (c) After withdrawing all After Tax Deposits pursuant to
        paragraph (a) and all amounts allocated to his or her Rollover Account
        under paragraph (b) above, a Participant with three (3) or more years of
        Credited Service may, for any reason, withdraw any portion of the amount
        allocated to his or her Company Contribution Account that was so
        allocated two (2) or more years prior to the date of such a withdrawal.

                (d) On or after the attainment of age 59-1/2, a Participant may
        withdraw any vested portion of the amounts allocated to any of his or
        her Accounts.

                (e) After withdrawing all amounts permitted pursuant to
        paragraphs (a), (b) (c), and (d) above, a Participant may withdraw
        amounts from his or her Before Tax Deposits Account (excluding any
        earnings attributable to such Account after



                                       58
<PAGE>

        December 31, 1988) and the vested portion of his or her Company
        Contribution Account, and any remaining amount in his or her After Tax
        Deposits (amounts which were recharacterized as After Tax Deposits under
        Section 4.5 but excluding any earnings attributable to recharacterized
        After Tax Deposits after December 31, 1988) upon incurring a hardship as
        defined in Section 8.5.

                (f) Except as provided in Section 8.5(c), all withdrawals shall
        be made in cash, except to the extent any of the vested portion of a
        Participant's Account to be withdrawn is invested in the Company Stock
        Fund, then such withdrawal may be made in Company Stock at the election
        of the Participant to the extent so invested, and, to the extent any of
        the vested portion of a Participant's Accounts to be withdrawn is
        invested in the Allergan Stock Fund, then such withdrawal may be made in
        Allergan Stock at the election of the Participant to the extent invested
        in shares of Allergan Stock.

                (g) Except as provided in paragraphs (a) through (e) above,
        Participants may not receive a distribution of their benefits under the
        Plan prior to termination of employment.

                (h) Except as provided in Section 8.5(c), all withdrawals shall
        be made to Participants as soon as reasonably practicable following the
        Valuation Date in the month for which a properly completed withdrawal
        request is deemed perfected. All withdrawals shall be based on the
        Account balances of a Participant as of such Valuation Date. If a
        properly completed withdrawal request is received by the Plan
        Administrator during any month and on or before the fifteenth day of
        such month, the withdrawal request shall be deemed perfected in such
        month, otherwise such withdrawal request shall be deemed perfected in
        the immediately following month.

                (i) Notwithstanding anything to the contrary in this Section 8.1
        or Section 4.1, the additional withdrawal restrictions stated in Section
        5.5(h) shall apply to all Participants who are Insiders, as that term is
        defined Section 5.5(h).

                (j) At the election of the Participant, to the extent such
        withdrawal is an Eligible Rollover Distribution, all or a portion of
        such distribution shall be paid directly by the Trustee of an Eligible
        Retirement Plan.

        8.2 Distributions Upon Termination of Employment or Disability

                (a) Subject to the provisions of Section 8.6, if a Participant
        incurs a Severance for any reason (including Disability) other than
        death, all or a portion of such Participant's entire vested portion of
        his or her Accounts under the Plan shall be distributed in a single
        lump-sum payment directly to such Participant. At the election of the
        Participant, to the extent such distribution is an Eligible Rollover
        Distribution, all or a



                                       59
<PAGE>

        portion of such distribution shall be paid directly by the Trustee to
        the trustee of an Eligible Retirement Plan.

                (b) Any distribution made pursuant to paragraph (a) shall be
        paid no more than once in any calendar quarter in amounts of at least
        $500 (or the Participant's entire vested portion of his or her Accounts
        under the Plan, if less) and shall be made in cash except, if any of the
        vested portion of such Participant's Accounts is invested in the Company
        Stock Fund, then, to the extent so invested, such distribution may be
        made in Company Stock at the election of the Participant, and, if any of
        the vested portion of a Participant's Accounts is invested in the
        Allergan Stock Fund, then, to the extent invested in shares of Allergan
        Stock, such distribution may be made in Allergan Stock at the election
        of the Participant.

                (c) Notwithstanding the provisions contained in the foregoing
        paragraphs of this Section 8.2 or Section 8.1, any provision which
        restricts or would deny a Participant through the withholding of consent
        or the exercise of discretion by some person or persons other than the
        Participant (and where relevant, other than the Participant's spouse) of
        an alternative form of benefit, in violation of Code Section 411(d)(6)
        and the regulation promulgated thereunder, is hereby amended by the
        deletion of the consent and/or discretion requirement.

                (d) Notwithstanding the provisions contained in the foregoing
        paragraphs of this Section 8.2 or Section 8.1, upon receipt of a
        Qualified Domestic Relations Order, the amount payable to an Alternate
        Payee (as such terms are described in Section 15.2) may be distributed
        to the Alternate Payee as soon as administratively feasible.

        8.3 Distribution Upon Death of Participant. In the event of the death of
a Participant, the Participant's benefit under the Plan shall be distributed to
the surviving spouse as Beneficiary (if still alive) unless the Participant
designated another Beneficiary pursuant to Section 8.4. If the Beneficiary is
the surviving spouse of the Participant, he or she may elect to have all or a
portion of an Eligible Rollover Distribution paid directly by the Trustee to the
trustee of an Eligible Retirement Plan. Distributions to the Beneficiary
pursuant to this Section 8.3 shall be in the same form as specified in Section
8.2(b) above, as elected by the Beneficiary. All such distributions shall be
made as soon as practicable after the death of the Participant. A Beneficiary
may not elect to defer such a distribution.

        8.4 Designation of Beneficiary. At any time, and from time to time, each
Participant shall have the unrestricted right to designate the Beneficiary to
receive the portion of his or her death benefit and to revoke any such
designation subject to paragraphs (a) and (b) below. Each such designation shall
be evidenced by a written instrument signed by the Participant and filed with
the Committee.

                (a) If the Participant is married and designates a Beneficiary
        other than his or her spouse, said designation shall not be honored by
        the Committee unless accompanied



                                       60
<PAGE>
        by the written consent of said spouse to said designation. Such consent
        (i) must designate a Beneficiary which may not be changed without the
        consent of the spouse (or the consent of the spouse must expressly
        permit designation by the Participant without any further consent by the
        spouse), (ii) must acknowledge the effect of the designation, and (iii)
        must be witnessed by a Plan representative or a notary public. No
        consent of such spouse shall be necessary if it is established to the
        satisfaction of a Plan representative that the consent required under
        this paragraph (a) cannot or need not be obtained because (i) there is
        no spouse, (ii) the spouse cannot be located, or (iii) there exist such
        other circumstances which, pursuant to regulations under Code Section
        417, permit a distribution to another Beneficiary. Any consent of a
        spouse obtained pursuant to this paragraph (a) or any determination that
        the consent of the spouse cannot (or need not) be obtained, shall be
        effective only with respect to that spouse. If a Participant becomes
        married following his or her designation of a Beneficiary other than his
        or her spouse, such designation shall be ineffective unless the spousal
        consent requirements of this paragraph are satisfied with respect to
        such spouse (subject, however, to the provisions of Article XV regarding
        Qualified Domestic Relations Orders).

                (b) If the Participant is married and does not designate a
        Beneficiary, the Participant's spouse shall be his or her Beneficiary
        for purposes of this Section. If the deceased Participant is not married
        and shall have failed to designate a Beneficiary, or if the Committee
        shall be unable to locate the designated Beneficiary after reasonable
        efforts have been made, or if such Beneficiary shall be deceased,
        distribution of the Participant's death benefit shall be made by payment
        of the deceased Participant's entire interest in the Trust to his or her
        personal representative in a single lump-sum payment. In the event the
        deceased Participant is not a resident of California at the date of his
        or her death, the Committee, in its discretion, may require the
        establishment of ancillary administration in California. If the
        Committee cannot locate a qualified personal representative of the
        deceased Participant, or if administration of the deceased Participant's
        estate is not otherwise required, the Committee, in its discretion, may
        pay the deceased Participant's interest in the Trust to his or her heirs
        at law (determined in accordance with the laws of the State of
        California as they existed at the date of the Participant's death).

                (c) With respect to a Participant who is a Transferring
        Employee, the "Beneficiary" or "Beneficiaries" (as defined in the
        Allergan Savings Plan), if any, designated by such Participant under the
        Allergan Savings Plan, as determined immediately prior to the Effective
        Date, shall be the Beneficiary or Beneficiaries of such Participant,
        unless such Transferring Employee revokes such designation on or after
        the Effective Date; provided, however, that, the "Beneficiary" or
        "Beneficiaries" (as defined in the Allergan ESOP), if any, designated by
        such Participant under the Allergan ESOP, as determined immediately
        prior to the Effective Date, shall be the Beneficiary or Beneficiaries
        of such Participant (but solely with respect to such Participant's
        Allergan ESOP Account), unless such Participant revokes such designation
        on or after the Effective Date.



                                       61
<PAGE>

        8.5 Hardship Withdrawal Rule. A hardship withdrawal shall be made to a
Participant only if the Committee (or its representative) determines that the
Participant has an immediate and heavy financial need and that a withdrawal from
the Plan is necessary to satisfy such need as set forth in paragraphs (a) and
(b) below.

                (a) A hardship withdrawal shall be authorized by the Committee
        only if the Committee, based upon the Participant's representation and
        such other facts as are known to the Committee, determines that the
        requested withdrawal is on the account of:

                        (i) Expenses for medical care described in Code Section
                213(d) previously incurred by the Participant, the Participant's
                spouse, or any dependents of the Participant (as defined in Code
                Section 152) or expenses necessary for such persons to obtain
                medical care;

                        (ii) Costs directly related to the purchase (excluding
                mortgage payments) of a principal residence for the Participant
                only;

                        (iii) The payment of tuition, related educational fees
                and room and board expenses for the next twelve (12) months of
                post-secondary education for the Participant, his or her spouse,
                children, or dependents;

                        (iv) The need to prevent the eviction of the Participant
                from his or her principal residence or foreclosure on the
                mortgage of the Participant's principal residence; and

                        (v) Any other situation deemed as immediate and heavy
                financial needs by the Internal Revenue Service through the
                publication of revenue rulings, notices, and other documents of
                general applicability.

                (b) A hardship withdrawal shall be authorized by the Committee
        only if the Committee, based upon the Participant's representation and
        such other facts as are known to the Committee, determines that all of
        the following conditions are or will be satisfied:

                        (i) The amount of the withdrawal is not in excess of the
                amount required to relieve the financial need (including amounts
                necessary to pay any federal, state, or local income taxes or
                penalties reasonably anticipated to result from the withdrawal).

                        (ii) The Participant has obtained all distributions,
                other than hardship withdrawals, and all nontaxable (at the time
                of the loan) loans from the Plan or any other plan maintained by
                the Company.

                        (iii) The Participant shall not be permitted to make
                Before Tax Deposits or After Tax Deposits to the Plan or
                contributions to any other plan of the Company and the
                Affiliated Companies during the 6-month period beginning as soon
                as administratively feasible following the date of the hardship
                withdrawal



                                       62
<PAGE>

                from the Plan. If a Participant made a hardship withdrawal from
                the Allergan Savings Plan, such Participant shall not be
                permitted to make Before Tax Deposits or After Tax Deposits to
                the Plan or contributions and all other plans of the Company and
                the Affiliated Companies during the 6-month period beginning as
                soon as administratively feasible following the date of the
                hardship withdrawal.

                (c) Notwithstanding the provisions of Section 8.1(f), all
        hardship withdrawals shall be made in cash regardless of the fund from
        which such withdrawal is made. The Committee may, at its discretion,
        establish written procedures whereby Participants may receive an
        estimated prepayment of a hardship withdrawal based on the last
        available valuation of such Participant's Accounts with a reconciling
        adjustment made to such Participant's Accounts after current valuation
        data is available.

        8.6 Distribution Rules. Notwithstanding any other provisions of this
Article VIII of the Plan regarding distributions of Participant's Accounts, the
following additional rules shall apply to all such distributions.

                (a) In no event shall any benefits under the Plan, including
        benefits upon retirement, Severance, or Disability, be paid (or commence
        to be paid) to a Participant prior to Normal Retirement Age unless the
        Participant consents in writing to the payment (or commencement of
        payment) of such benefits prior to Normal Retirement Age.
        Notwithstanding the foregoing, the provisions of this paragraph shall
        not apply (i) following the Participant's death, or (ii) with respect to
        a lump sum distribution of the vested portion of a Participant's
        Accounts if the total amount of such vested portion does not exceed
        $5,000. For purposes of clause (ii), Rollover Contributions and the
        earnings thereon, shall be included in determining the value of the
        vested portion of a Participant's Account for distributions made after
        December 31, 2001 with respect to Participants who incur a Severance
        after December 31, 2001.

                (b) Unless a Participant elects otherwise pursuant to paragraph
        (a) above, distributions of the vested portion of a Participant's
        Accounts shall commence no later than the 60th day after the close of
        the Plan Year in which the latest of the following events occurs: (i)
        the Participant's Normal Retirement Age; (ii) the tenth anniversary of
        the year in which the Participant commenced participation in the Plan
        (or the Allergan Savings Plan or the Allergan ESOP); or (iii) the
        termination of the Participant's employment with the Company.

                (c) Notwithstanding paragraphs (a) or (b) above, distributions
        of the entire vested portion of a Participant's Accounts shall be made
        no later than the Participant's Required Beginning Date, or, if such
        distribution is to be made over the life of such Participant or over the
        lives of such Participant and a Beneficiary (or over a period not
        extending beyond the life expectancy of such Participant and
        Beneficiary) then such distribution shall commence no later than the
        Participant's Required Beginning Date. The Required Beginning Date of a
        Participant who attains age 70-1/2 shall be April 1 of



                                       63
<PAGE>

        the calendar year immediately following the later of the calendar year
        in which the Participant attains age 70-1/2 or retires; 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. An Employee who prior to the Effective Date was a "Five
        Percent Owner" (as defined in the Allergan Savings Plan) shall be
        treated as a Five Percent Owner under this subsection (c).

                (d) Notwithstanding anything to the contrary in the Plan, if a
        Participant dies before distribution of his or her vested benefit has
        begun in accordance with paragraph (c) above, the Participant's vested
        benefit shall be distributed to his or her Beneficiary within five years
        from the date of the Participant's death except that any portion of the
        Account balance meeting the following requirements shall not be subject
        to this rule:

                        (i) A Beneficiary has been designated to receive the
                Participant's Account balance and such designation is effective
                at the Participant's death;

                        (ii) The Account balance is paid to the Beneficiary over
                the Beneficiary's life or over a period not to exceed the
                Beneficiary's life; and

                        (iii) The payments to the Beneficiary commence within
                one year of the Participant's death, or, if the Beneficiary is
                the spouse, before the time the deceased Participant would have
                attained age 70-1/2.

                (e) All distributions under the Plan shall be made in accordance
        with the requirements of Code Section 401(a)(9); provided, however, that
        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 proposed on January 17, 2001, notwithstanding any
        provision of the Plan to the contrary. This paragraph (e) shall continue
        in effect until the end of the last calendar year beginning before the
        effective date of final regulations under Code Section 401(a)(9) or such
        other date as may be specified in guidance published by the Internal
        Revenue Service.

                (f) If it is not administratively practical to calculate and
        commence payments by the latest date specified in the rules of
        paragraphs (b), (c) and (d) above because the amount of the
        Participant's benefit cannot be calculated, or because the Committee is
        unable to locate the Participant (or eligible Beneficiary) after making
        reasonable efforts to do so, the payment shall be made as soon as is
        administratively possible (but not more than 60 days) after the
        Participant (or Beneficiary) can be located and the amount of the
        distributable benefit can be ascertained.

        8.7 Forfeitures.



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                (a) In the event that a distribution of the entire vested
        portion of a Participant's Accounts is made to a Participant due to a
        Severance when he or she is not fully vested in such Accounts, the
        nonvested portion of the Participant's Company Contributions Account
        shall be forfeited as of the Participant's distribution date. A
        Participant who incurs such a Severance when no portion of his or her
        Accounts is vested shall be deemed to have received a distribution
        pursuant to this paragraph (a) as of his or her Severance Date.

                (b) If a Participant incurs a Severance when not vested in his
        or her Company Contributions Account and does not receive a distribution
        described in paragraph (a), the Participant's Company Contributions
        Account shall be held by the Trustee as provided in Section 6.9, the
        nonvested portion of the Participant's Company Contributions Account
        shall be forfeited as of the last day of the month in which the 90-day
        period ends.

                (c) In the event a Participant is rehired by the Company prior
        to the date such Participant incurs five consecutive Breaks in Service,
        the amount so forfeited pursuant to paragraphs (a) and (b) above shall
        be reinstated to the Participant as of his or her Reemployment
        Commencement Date (without regard to any interest or investment earnings
        on such amount).

                (d) Forfeitures shall be allocated in the manner provided in
        Section 6.3 at such times as determined by the Committee and to the
        extent available shall be used to reduce contributions made by the
        Company pursuant to Section 5.3.

        8.8 Valuation of Plan Benefits Upon Distribution. For the purpose of any
distribution of benefits under this Article VIII, the amount of such
distribution shall be based on the value of a Participant's Accounts as of the
Valuation Date in the month in which the application for such distribution is
deemed perfected. If a properly completed distribution application is received
by the Committee during any month and on or before the fifteenth day of such
month, the distribution application shall be deemed perfected in such month,
otherwise such distribution application shall be deemed perfected in the
immediately following month.

        8.9 Lapsed Benefits.

                (a) In the event that a benefit is payable under the Plan to a
        Participant and after reasonable efforts the Participant cannot be
        located for the purpose of paying the benefit during a period of three
        consecutive years, the Participant shall be presumed dead and the
        benefit shall, upon the termination of that three year period, be paid
        to the Participant's Beneficiary.

                (b) If any eligible Beneficiary cannot be located for the
        purpose of paying the benefit for the following two years, then the
        benefit shall be forfeited and allocated to the Accounts of the other
        Participants for such Plan Year in accordance with Section 6.3.



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<PAGE>

                (c) If a Participant shall die prior to receiving a distribution
        of his or her entire benefit under the Plan (other than a Participant
        presumed to have died as provided above), if after reasonable efforts an
        eligible Beneficiary of the Participant cannot be located for the
        purpose of paying the benefit during a period of five consecutive years,
        the benefit shall, upon expiration of such five-year period, be
        forfeited and reallocated to the Accounts of the other Participants in
        accordance with Section 6.3.

                (d) For purposes of this Section, the term "Beneficiary" shall
        include any person entitled under Section 8.4 to receive the interest of
        a deceased Participant or deceased designated Beneficiary. It is the
        intention of this provision that during the relevant waiting period (two
        years or five years) the benefit shall be distributed to an eligible
        Beneficiary in a lower priority category under Section 8.4 if no
        eligible Beneficiary in a higher priority category can be located by the
        Committee after reasonable efforts have been made.

                (e) Notwithstanding the foregoing rules, if after such a
        forfeiture the Participant or an eligible Beneficiary shall claim the
        forfeited benefit, the amount forfeited shall be reinstated (without
        regard to any interest or investment earnings on such amount) and paid
        to the claimant as soon as practical following the claimant's production
        of reasonable proof of his or her identity and entitlement to the
        benefit (determined pursuant to the Plan's normal claim procedures under
        Section 9.8).

                (f) The Committee shall direct the Trustee with respect to the
        procedures to be followed concerning a missing Participant (or
        Beneficiary), and the Company shall be obligated to contribute to the
        Trust Fund any amounts necessary after the application of Section 6.3 to
        pay any reinstated benefit after it has been forfeited pursuant to the
        provisions of this Section.

        8.10 Persons Under Legal Disability.

                (a) If any payee under the Plan is a minor or if the Committee
        reasonably believes that any payee is legally incapable of giving a
        valid receipt and discharge for any payment due him/her, the Committee
        may have the payment, or any part thereof, made to the person (or
        persons or institution) whom it reasonably believes is caring for or
        supporting the payee, unless it has received due notice of claim
        therefor from a duly appointed guardian or committee of the payee.

                (b) Any such payment shall be a payment from the Accounts of the
        payee and shall, to the extent thereof, be a complete discharge of any
        liability under the Plan to the payee.



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<PAGE>

        8.11 Additional Documents.

                (a) The Committee or the Company may require satisfactory proof
        of any matter under the Plan from or with respect to any Employee,
        Participant, or Beneficiary, and no person shall be entitled to receive
        any benefits under the Plan until the required proof shall be furnished.

                (b) The Committee or Trustee, or both, may require the execution
        and delivery of such documents, papers and receipts as the Committee or
        Trustee may determine necessary or appropriate in order to establish the
        fact of death of the deceased Participant and of the right and identity
        of any Beneficiary or other person or persons claiming any benefits
        under this Article VIII.

                (c) The Committee or the Trustee, or both, may, as a condition
        precedent to the payment of death benefits hereunder, require an
        inheritance tax release and/or such security as the Committee or
        Trustee, or both, may deem appropriate as protection against possible
        liability for State or Federal death taxes attributable to any death
        benefits.

        8.12 Trustee-to-Trustee Transfers. In the case of any Participant or
Participants who have terminated employment with the Company and all Affiliated
Companies and subsequently become employed by an unrelated successor employer,
the Committee, shall at the request of such Participant or Participants, direct
the Trustee to transfer the assets in the Accounts of such Participant or
Participants directly to the trustee of any retirement plan maintained by such
successor employer or employers in lieu of any distribution described in the
preceding provisions of this Article VIII but only if (i) the retirement plan
maintained by such successor employer is determined to the satisfaction of the
Committee to be qualified under Code Section 401, (ii) the sponsor and trustee
of such plan consent to the transfer, and (iii) such transfer satisfies the
conditions of Section 12.3 hereof.

        8.13 Loans to Participants. A Participant may borrow from his or her
Accounts while an Employee in accordance with the following rules:

                (a) Subject to minimum and maximum loan requirements, a
        Participant may borrow up to fifty percent (50%) of his or her After Tax
        Deposits Account, his or her Rollover Account, the vested portion of his
        or her Company Contribution Account and Allergan ESOP Account and his or
        her Before Tax Deposits Account. Only one loan may be outstanding to a
        Participant any time. The minimum loan amount shall be $1,000 and the
        maximum loan amount shall be $50,000. The $50,000 maximum loan amount
        shall be reduced by the excess, if any, of the highest outstanding
        balance of loans from the Plan to the Participant during the one-year
        period ending on the day before the loan is made over the outstanding
        balance of loans on the date the loan is made.

                (b) A loan to a Participant shall be made solely from his or her
        Accounts and shall be considered an investment directed by the
        Participant. Loan amounts shall be funded from the Participant's
        Accounts as determined under procedures established by



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<PAGE>

        the Committee; provided, however, that principal repayments shall be
        credited to the Participant's Accounts in the inverse of the order used
        to fund the loan and interest payments shall be credited to the
        Participant's Accounts in direct proportion to the principal repayments.

                (c) A loan to a Participant shall bear an interest rate equal to
        the prime rate reported in the Wall Street Journal on first business day
        of the month in which the loan is granted plus one percent (1%) and
        shall remain fixed throughout the term of the loan. Notwithstanding the
        preceding sentence, if the Committee determines that such rate is not
        reasonable or otherwise not in accordance with applicable requirements
        under the Code or ERISA, the Committee shall set an alternate interest
        rate at the time that the loan is taken.

                (d) A loan to a Participant shall have a definite maturity date.
        Loans, other than loans made for the purpose of acquiring the principal
        residence of the Participant, shall be made for a period not to exceed
        five (5) years. Loans made for the purpose of acquiring the principal
        residence of the Participant shall be made for a period not to exceed
        fifteen (15) years.

                (e) A loan to a Participant shall have a definite repayment
        schedule and shall be amortized on a substantially level basis with
        repayments occurring not less frequently than quarterly. Notwithstanding
        the foregoing, the loan repayments shall be suspended during an unpaid
        Leave of Absence not to exceed one year at which time loan repayments
        shall resume. In the case of a Leave of Absence due to qualified
        military service, loan repayments shall be suspended as permitted under
        Code Section 414(u)(4).

                (f) A loan to a Participant shall be secured by the vested
        portion of the Participant's Account. No more than 50% of the
        Participant's vested Account as determined on the date the loan is
        issued shall be considered by the Plan as security for a loan. A
        Participant who borrows from the Plan hereby agrees that, unless
        expressly provided otherwise in loan documents, any such loan is
        automatically secured by 50% of his or her vested Account.

                (g) A loan to a Participant shall be evidenced by a promissory
        note and/or such other documentation as required by the Committee.

                (h) A loan to a Participant shall be treated as a distribution
        unless the entire principal amount and any interest accrued thereon is
        repaid within ninety (90) days after the occurrence of a Participant's
        Severance. Absent repayment by the Participant, the Committee shall
        instruct the Trustee to distribute the note to the Participant as part
        of his or her distribution and the Participant's vested Account shall be
        reduced to the extent of such distribution.



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<PAGE>

                (i) The Committee shall establish the participant loan program
        and have the duty to manage and administer the participant loan program
        in accordance with the terms and provisions of this Section. The
        Committee shall have, but not by way of limitation, the following
        discretionary powers and authority:

                        (i) To determine the manner in which loan repayments
                shall occur whether it be through automatic payroll deductions
                or otherwise.

                        (ii) To determine the amount of loan repayments
                following suspension due to an unpaid Leave of Absence subject
                to the requirement that the loan must be repaid by the latest
                date permitted under paragraph (d).

                        (iii) To establish any fees, including but not limited
                to application fees and maintenance fees, and the manner in
                which such fees are collected from the Participant.

                        (iv) To consider only those factors which would be
                considered in a normal commercial setting by persons in the
                business of making similar types of loans in establishing the
                participant loan program. Such factors may include the
                applicant's creditworthiness and financial need, but may not
                include any factor which would discriminate against Participants
                who are not Highly Compensated Employees. Loans shall be made
                available to all Participants without regard to a Participant's
                race, color, religion, sex, age or national origin and shall not
                be made available to Participants who are Highly Compensated
                Employees in an amount greater than the amount made available to
                Participants who are not Highly Compensated Employees.

                (j) In connection with the Distribution, any outstanding loan of
        a "Transferring Employee" will be transferred from the Allergan Savings
        Plan to the Plan. Each such loan shall remain subject to the terms and
        conditions of the promissory note evidencing such loan; provided,
        however, that the trustee of the Plan shall be the payee on such
        promissory note.

        8.14 Put Option for Company Stock Allocated to Allergan ESOP Accounts.

                (a) Solely in the event that a Participant receives a
        distribution from such Participant's Allergan ESOP Account consisting in
        whole or in part of Company Stock which at the time of distribution
        thereof is not readily tradable stock within the meaning of Code Section
        409(h), and only to the extent required under Code Section 409(h) or
        4975 or the Treasury Regulations thereunder, then such distributed
        Company Stock shall be made subject to a put option in the hands of a
        Qualified Holder (as defined hereinbelow), with such put option to be
        subject to the following provisions:

                        (i) As used herein, the term "Qualified Holder" shall
                mean the Participant or Beneficiary receiving the distribution
                of such Company Stock from such Participant's Allergan ESOP
                Account, any other party to whom such stock is



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<PAGE>

                transferred by gift or by reason of death, and also any trustee
                of an Individual Retirement Account (as defined under Code
                Section 408) to which all or any portion of such distributed
                Company Stock is transferred pursuant to a tax-free "rollover"
                transaction satisfying the requirement of Code Section 402.

                        (ii) During the sixty (60) day period following any
                distribution of such Company Stock from such Participant's
                Allergan ESOP Account, a Qualified Holder shall have the right
                to require the Company to purchase all or any portion of said
                distributed Company Stock held by said Qualified Holder. A
                Qualified Holder shall exercise such right by giving written
                notice to the Company within the aforesaid sixty (60) day period
                of the number of shares of such distributed Company Stock that
                such Qualified Holder intends to sell to the Company. The
                purchase price to be paid for any such Company Stock shall be
                its fair market value determined as of the Valuation Date
                coincident with or immediately preceding the date of the
                distribution.

                        (iii) If a Qualified Holder shall fail to exercise his
                or her put option right under subparagraph (ii) above, such
                option right shall temporarily lapse upon the expiration of the
                sixty (60) day period thereof. As soon as is reasonably
                practicable following the last day of the Plan Year in which
                said sixty (60) day option period expires, the Company shall
                notify each such non-electing Qualified Holder who is then a
                shareholder of record of the valuation of such Company Stock as
                of the most recent Valuation Date. During the sixty (60) day
                period following receipt of such valuation notice, any such
                Qualified Holder shall have the right to require the Company to
                purchase all or any portion of such distributed Company Stock.
                The purchase price to be paid therefor shall be based on the
                valuation of such Company Stock as of the Valuation Date
                coinciding with or next preceding the exercise of the option
                under this Section 8.14. If a Qualified Holder fails to exercise
                his or her option right under this subparagraph (iii) with
                respect to any portion of such distributed Company Stock, no
                further options shall be applicable under this Section 8.14 and
                the Company shall have no further purchase obligations
                hereunder.

                        (iv) In the event that a Qualified Holder shall exercise
                a put option under this Section, then the Company shall have the
                option of paying the purchase price of the Company Stock which
                is subject to such put option (hereafter the "Option Stock")
                under either of the following methods:

                                (1) A lump sum payment of the purchase price
                        within ninety (90) days after the date upon which such
                        put option is exercised (the "Exercise Date") or

                                (2) A series of six equal installment payments,
                        with the first such payment to be made within thirty
                        (30) days after the Exercise Date and the five remaining
                        payments to be made on the five anniversary dates of the
                        Exercise Date, so that the full amount shall be paid as
                        of the fifth anniversary of such Exercise Date. If the
                        Company elects to pay the



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                        purchase price of the Option Stock under the installment
                        method provided in this clause (2), then the Company
                        shall, within thirty (30) days after the Exercise Date,
                        give the Qualified Holder who is exercising the put
                        option the Company's promissory note for the full unpaid
                        balance of the option price. Such note shall, at a
                        minimum, provide adequate security (if required under
                        applicable regulations), state a rate of interest
                        reasonable under the circumstances (but at least equal
                        to the imputed compound rate in effect as of the
                        Exercise Date pursuant to the regulations promulgated
                        under Code Sections 483 or 1274, whichever shall be
                        applicable) and provide that the full amount of such
                        note shall accelerate and become due immediately in the
                        event that the Company defaults in the payment of a
                        scheduled installment payment.

                        (v) The put options under subparagraphs (ii) and (iii)
                above shall be effective solely against the Company and shall
                not obligate the Plan in any manner; provided, however, with the
                Company's consent, the Plan may elect to purchase any Company
                Stock that otherwise must be purchased by the Company pursuant
                to a Qualified Holder's exercise of any such option.

                        (vi) If at the time of any distribution of said Company
                Stock it is known that any applicable Federal or State law would
                be violated by the Company's honoring of such a put option as
                provided under this Section, the Company shall designate another
                entity that will honor such put option. Such other entity shall
                be one having a substantial net worth at the time such loan is
                made and whose net worth is reasonably expected to remain
                substantial.

                        (vii) In the event that a Qualified Holder is unable to
                exercise the put option provided hereunder because the Company
                (or other entity bound by such put option) is prohibited from
                honoring it by reason of any applicable Federal or State law,
                then the sixty (60) day option periods during which such put
                option is exercisable under subparagraphs (ii) and (iii) shall
                not include any such time during which said put option may not
                be exercised due to such reason.

                        (viii) Except as is expressly provided hereinabove with
                respect to any distributed Company Stock that is readily
                tradable stock within the meaning of Code Section 409(h), no
                Participant shall have any put option rights with respect to
                Company Stock distributed under the Plan, and neither the
                Company nor the Plan shall have any obligation whatsoever to
                purchase any such distributed Company Stock from any Participant
                or other Qualified Holder.

                        (ix) At the time of distribution of Company Stock that
                is not readily tradable stock within the meaning of Code Section
                409(h), to a Participant or Beneficiary, the Company shall
                furnish to such Participant or Beneficiary the most recent
                annual certificate of value prepared by the Company with respect
                to such Company Stock. In addition, the Company shall furnish to
                such Participant or Beneficiary a copy of each subsequent annual
                certificate of value until the put



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<PAGE>

                options provided for in this Section with respect to such
                distributed Company Stock shall expire.

                (b) Notwithstanding any other provisions of the Plan regarding a
        Participant's right to exercise a put option, the put option described
        in paragraph (a) above shall be subject to the following additional
        provisions:

                        (i) If the distribution constitutes a Total Distribution
                (as defined below), in the event that a Qualified Holder
                exercises a put option under this Section, then the Company
                shall have the right to pay the purchase price of the Option
                Stock under either of the following methods:

                                (1) A lump sum payment of the purchase price
                        within thirty (30) days after the Exercise Date; or

                                (2) A series of five substantially equal annual
                        payments with the first such payment to be made within
                        thirty (30) days after the Exercise Date. If the Company
                        elects to pay the purchase price of the Option Stock
                        under the installment method provided in this clause
                        (2), then the Company shall, within 30 days after the
                        Exercise Date, give the Qualified Holder who is
                        exercising the put option the Company's promissory note
                        for the full unpaid balance of the option price. Such
                        note shall, at a minimum, provide adequate security,
                        state a rate of interest reasonable under the
                        circumstances (but at least equal to the imputed
                        compound rate in effect as of the Exercise Date pursuant
                        to the regulations promulgated under Code Sections 483
                        or 1274, whichever shall be applicable) and provide that
                        the full amount of such note shall accelerate and become
                        due immediately in the event that the Company defaults
                        in the payment of a scheduled installment payment.

                        (ii) If the distribution does not constitute a Total
                Distribution (as defined below) in the event that a Qualified
                Holder exercises a put option under this Section, then the
                Company shall pay the purchase price of the Option Stock in a
                lump sum within thirty (30) days after the Exercise Date.

                For purposes of this Section, "Total Distribution" shall mean a
        distribution to a Participant (or his or her Beneficiary, if applicable)
        within one taxable year of such receipt of the entire balance to the
        credit of the Participant.

                (c) The foregoing provisions of this Section shall be
        interpreted and applied in accordance with all applicable requirements
        of Code Section 409(h) and the regulations issued thereunder, and shall
        apply only to distributions of Company Stock from a Participant's
        Allergan ESOP Account.




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                                   ARTICLE IX.
                          OPERATION AND ADMINISTRATION

        9.1 Appointment of Committee. There is hereby created a committee (the
"Committee") which shall exercise such powers and have such duties in
administering the Plan as are hereinafter set forth. The Board of Directors
shall determine the number of members of such Committee. The members of the
Committee shall be appointed by the Board of Directors and such Board shall from
time to time fill all vacancies occurring in said Committee. The members of the
Committee shall constitute the Named Fiduciaries of the Plan within the meaning
of Section 402(a)(2) of ERISA; provided, that, solely for purposes of Section
5.8 hereof, Participants shall be Named Fiduciaries with respect to shares of
Company Stock allocated to their respective Accounts and solely for purposes of
Section 5.9, Participants shall be Named Fiduciaries with respect to shares of
Company Stock allocated to their respective Accounts on matters as to which they
are entitled to provide voting directions; and, provided, that, solely for
purposes of Section 2.1 of Appendix B, Participants shall be Named Fiduciaries
with respect to shares of Allergan Stock allocated to their respective Accounts
and solely for purposes of Section 3.1 of Appendix B, Participants shall be
Named Fiduciaries with respect to shares of Allergan Stock allocated to their
respective Accounts on matters as to which they are entitled to provide voting
directions.

        9.2 Transaction of Business. A majority of the Committee shall
constitute a quorum for the transaction of business. Actions of the Committee
may be taken either by vote at a meeting or in writing without a meeting. All
action taken by the Committee at any meeting shall be by a vote of the majority
of those present at such meeting. All action taken in writing without a meeting
shall be by a vote of the majority of those responding in writing. All notices,
advices, directions and instructions to be transmitted by the Committee shall be
in writing and signed by or in the name of the Committee. In all its
communications with the Trustee, the Committee may, by either of the majority
actions specified above, authorize any one or more of its members to execute any
document or documents on behalf of the Committee, in which event it shall notify
the Trustee in writing of such action and the name or names of its members so
designated and the Trustee shall thereafter accept and rely upon any documents
executed by such member or members as representing action by the Committee until
the Committee shall file with the Trustee a written revocation of such
designation.

        9.3 Voting. Any member of the Committee who is also a Participant
hereunder shall not be qualified to act or vote on any matter relating solely to
himself or herself, and upon such matter his or her presence at a meeting shall
not be counted for the purpose of determining a quorum. If, at any time a member
of the Committee is not so qualified to act or vote, the qualified members of
the Committee shall be reduced below two (2), the Board of Directors shall
promptly appoint one or more special members to the Committee so that there
shall be at least one qualified member to act upon the matter in question. Such
special Committee members shall have power to act only upon the matter for which
they were especially appointed and their tenure shall cease as soon as they have
acted upon the matter for which they were especially appointed.



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        9.4 Responsibility of Committee. The authority to control and manage the
operation and administration of the Plan, the general administration of the
Plan, the responsibility for carrying out the Plan and the authority and
responsibility to control and manage the assets of the Trust are hereby
delegated by the Board of Directors to and vested in the Committee, except to
the extent reserved to the Board of Directors, the Sponsor, or the Company.
Subject to the limitations of the Plan, the Committee shall, from time to time,
establish rules for the performance of its functions and the administration of
the Plan. In the performance of its functions, the Committee shall not
discriminate in favor of Highly Compensated Employees.

        9.5 Committee Powers. The Committee shall have all discretionary powers
necessary to supervise the administration of the Plan and control its
operations. In addition to any discretionary powers and authority conferred on
the Committee elsewhere in the Plan or by law, the Committee shall have, but not
by way of limitation, the following discretionary powers and authority:

                (a) To designate agents to carry out responsibilities relating
        to the Plan, other than fiduciary responsibilities as provided in
        Section 9.6.

                (b) To employ such legal, actuarial, medical, accounting,
        clerical, and other assistance as it may deem appropriate in carrying
        out the provisions of the Plan, including one or more persons to render
        advice with regard to any responsibility any Named Fiduciary or any
        other fiduciary may have under the Plan.

                (c) To establish rules and regulations from time to time for the
        conduct of the Committee's business and the administration and
        effectuation of the Plan.

                (d) To administer, interpret, construe, and apply the Plan and
        to decide all questions which may arise or which may be raised under the
        Plan by any Employee, Participant, former Participant, Beneficiary or
        other person whatsoever, including but not limited to all questions
        relating to eligibility to participate in the Plan, the amount of
        Credited Service of any Participant, and the amount of benefits to which
        any Participant or his or her Beneficiary may be entitled.

                (e) To determine the manner in which the assets of the Plan, or
        any part thereof, shall be disbursed.

                (f) To direct the Trustee, in writing, from time to time, to
        invest and reinvest the Trust Fund, or any part thereof, or to purchase,
        exchange, or lease any property, real or personal, which the Committee
        may designate. This shall include the right to direct the investment of
        all or any part of the Trust in any one security or any one type of
        securities permitted hereunder. Among the securities which the Committee
        may direct



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        the Trustee to purchase are "qualifying employer securities" as defined
        in Code Section 4975(e).

                (g) Subject to provisions (a) through (d) of Section 10.1, to
        make administrative amendments to the Plan that do not cause a
        substantial increase or decrease in benefit accruals to Participants and
        that do not cause a substantial increase in the cost of administering
        the Plan.

                (h) To perform or cause to be performed such further acts as it
        may deem to be necessary, appropriate or convenient in the efficient
        administration of the Plan.

        Any action taken in good faith by the Committee in the exercise of
discretionary powers conferred upon it by the Plan shall be conclusive and
binding upon the Participants and their Beneficiaries. All discretionary powers
conferred upon the Committee shall be absolute; provided, however, that all such
discretionary power shall be exercised in a uniform and nondiscriminatory
manner.

        9.6 Additional Powers of Committee. In addition to any discretionary
powers or authority conferred on the Committee elsewhere in the Plan or by law,
such Committee shall have the following discretionary powers and authority:

                (a) To appoint one or more Investment Managers pursuant to
        Section 5.15 to manage and control any or all of the assets of the Trust
        not invested or to be invested in Company Stock.

                (b) To designate persons (other than the members of the
        Committee) to carry out fiduciary responsibilities, other than any
        responsibility to manage or control the assets of the Trust;

                (c) To allocate fiduciary responsibilities among the members of
        the Committee, other than any responsibility to manage or control the
        assets of the Trust;

                (d) To cancel any such designation or allocation at any time for
        any reason;

                (e) To direct the voting of any Company Stock or any other
        security held by the Trust subject to Section 9.13 hereof; and

                (f) To exercise management and control over Plan assets and to
        direct the purchase and sale of Company Stock for the Trust.



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<PAGE>

        Any action under this Section 9.6 shall be taken in writing, and no
designation or allocation under paragraphs (a), (b) or (c) shall be effective
until accepted in writing by the indicated responsible person.

        9.7 Periodic Review of Funding Policy. At periodic intervals the
Committee shall review the long-run and short-run financial needs of the Plan
and shall determine a funding policy for the Plan consistent with the objectives
of the Plan and the minimum funding standards of ERISA, if applicable. In
determining such funding policy the Committee shall take into account, at a
minimum, not only the long-term investment objectives of the Trust Fund
consistent with the prudent management of the assets thereof, but also the
short-run needs of the Plan to pay benefits. All actions taken by the Committee
with respect to the funding policy of the Plan, including the reasons therefor,
shall be fully reflected in the minutes of the Committee.

        9.8 Claims Procedure. If a Participant believes that he or she is being
denied any rights or benefits under the Plan, such Participant (or his or her
beneficiary or duly appointed representative) may file a claim for benefits in
writing with the Committee. The Committee shall follow the procedures set forth
in this Section in processing a claim for benefits.

                (a) Within 90 days following receipt by the Committee of a claim
        for benefits and all necessary documents and information, the Committee
        shall furnish the person claiming benefits under the Plan ("Claimant")
        with written notice of the decision rendered with respect to such claim.
        Should special circumstances require an extension of time for processing
        the claim, written notice of the extension shall be furnished to the
        Claimant prior to the expiration of the initial 90 day period. The
        notice shall indicate the special circumstances requiring an extension
        of time and the date by which a final decision is expected to be
        rendered. In no event shall the period of the extension exceed 90 days
        from the end of the initial 90 day period.

                (b) In the case of a denial of the Claimant's claim, the written
        notice of such denial shall set forth (i) the specific reasons for the
        denial, (ii) references to the Plan provisions upon which the denial is
        based, (iii) a description of any additional information or material
        necessary for perfection of the claim (together with an explanation why
        such material or information is necessary), and (iv) an explanation of
        the Plan's appeals procedures and the time limits applicable to such
        procedures, including a statement of the Claimant's right to bring a
        civil action under ERISA Section 502(a) following denial of the
        Claimant's claim on appeal.

        9.9 Appeals Procedures. A Claimant who wishes to appeal the denial of
his or her claim for benefits shall follow the administrative procedures for an
appeal as set forth in this Section and shall exhaust such administrative
procedures prior to seeking any other form of relief.

                (a) In order to appeal a decision rendered with respect to his
        or her claim for benefits, a Claimant must file an appeal with the
        Committee in writing within 60 days after the date of notice of the
        decision with respect to the claim.



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<PAGE>

                (b) The Claimant may request that his or her appeal be given
        full and fair review by the Committee. The Claimant also may review all
        pertinent documents and submit issues, comments, documents, records or
        other information in writing in connection with the appeal. The Claimant
        shall be provided, upon request and free of charge, reasonable access
        to, and copies of, all documents, records, and other information
        relevant to the Claimant's claim for benefits. The Committee shall take
        into account all comments, documents, records, and other information
        submitted by the Claimant relating to the Claim, without regard to
        whether such information was submitted or considered in the decision
        with respect to the claim under Section 9.8. The decision of the
        Committee shall be made no later than 60 days after the Claimant has
        completed his or her submission to the Committee of his or her appeal
        and any documentation or other information to be submitted in support of
        such request. Should special circumstances require an extension of time
        for processing, written notice of the extension shall be furnished to
        the Claimant prior to the expiration of the initial 60 day period. The
        notice shall indicate the special circumstances requiring an extension
        of time and the date by which a final decision is expected to be
        rendered. In no event shall the period of the extension exceed 60 days
        from the end of the initial 60 day period.

                (c) The decision on the Claimant's appeal shall be in writing
        and shall include specific reasons for the decision, written in a manner
        calculated to be understood by the Claimant with specific reference to
        the pertinent Plan provisions upon which the decision is based.

                (d) In the case of a denial of the Claimant's appeal, the
        written notice of such denial shall set forth (i) the specific reasons
        for the denial, (ii) references to the Plan provisions upon which the
        denial is based, (iii) a statement that the Claimant is entitled to
        receive, upon request and free of charge, reasonable access to, and
        copies of, all documents, records, and other information relevant to the
        Claimant's claim for benefits, and (iv) a statement of the Claimant's
        right to bring an action under ERISA Section 502(a).

        9.10 Limitation on Liability. Each of the fiduciaries under the Plan
shall be solely responsible for its own acts and omissions and no fiduciary
shall be liable for any breach of fiduciary responsibility resulting from the
act or omission of any other fiduciary or person to whom fiduciary
responsibilities have been allocated or delegated pursuant to Section 9.6,
except as provided in Sections 405(a) and 405(c)(2)(A) or (B) of ERISA. The
Committee shall have no responsibility over assets as to which management and
control has been delegated to an Investment Manager appointed pursuant to
Section 5.15 hereof or as to which management and control has been retained by
the Trustee.

        9.11 Indemnification and Insurance. To the extent permitted by law, the
Company shall indemnify and hold harmless the Committee and each member thereof,
the Board of Directors and each member thereof, and such other persons as the
Board of Directors may specify, from the effects and consequences of his or her
acts, omissions, and conduct in his or her



                                       77

<PAGE>

official capacity in connection with the Plan and Trust. To the extent permitted
by law, the Company may also purchase liability insurance for such persons.

        9.12 Compensation of Committee and Plan Expenses. Members of the
Committee shall serve as such without compensation unless the Board of Directors
shall otherwise determine, but in no event shall any member of the Committee who
is an Employee receive compensation from the Plan for his or her services as a
member of the Committee. All members shall be reimbursed for any necessary
expenditures incurred in the discharge of duties as members of the Committee.
The compensation or fees, as the case may be, of all officers, agents, counsel,
the Trustee or other persons retained or employed by the Committee shall be
fixed by the Committee, subject to approval by the Board of Directors. The
expenses incurred in the administration and operation of the Plan, including but
not limited to the expenses incurred by the members of the Committee in
exercising their duties, shall be paid by the Plan from the Trust Fund, unless
paid by the Company, provided, however, that the Plan and not the Company shall
bear the cost of interest and normal brokerage charges which are included in the
cost of securities purchased by the Trust Fund (or charged to proceeds in the
case of sales). If such expenses are to be paid by the Plan from the Trust Fund,
the Committee may direct the Trustee to use forfeitures and dividends (and to
sell the shares of Company Stock that represent such forfeitures or dividends)
to pay such expenses.

        9.13 Resignation. Any member of the Committee may resign by giving
fifteen (15) days notice to the Board of Directors, and any member shall resign
forthwith upon receipt of the written request of the Board of Directors, whether
or not said member is at that time the only member of the Committee.

        9.14 Reliance Upon Documents and Opinions. The members of the Committee,
the Board of Directors, the Company and any person delegated to carry out any
fiduciary responsibilities under the Plan (hereinafter a "delegated fiduciary"),
shall be entitled to rely upon any tables, valuations, computations, estimates,
certificates and reports furnished by any consultant, or firm or corporation
which employs one or more consultants, upon any opinions furnished by legal
counsel, and upon any reports furnished by the Trustee or any Investment
Manager. The members of the Committee, the Board of Directors, the Company and
any delegated fiduciary shall be fully protected and shall not be liable in any
manner whatsoever for anything done or action taken or suffered in reliance upon
any such consultant, or firm or corporation which employs one or more
consultants, Trustee, Investment Manager, or counsel. Any and all such things
done or such action taken or suffered by the Committee, the Board of Directors,
the Company and any delegated fiduciary shall be conclusive and binding on all
Employees, Participants, Beneficiaries, and any other persons whomsoever, except
as otherwise provided by law. The Committee and any delegated fiduciary may, but
are not required to, rely upon all records of the Company with respect to any
matter or thing whatsoever, and may likewise treat such records as conclusive
with respect to all Employees, Participants, Beneficiaries, and any other
persons whomsoever, except as otherwise provided by law.



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<PAGE>

                                   ARTICLE X.
                         AMENDMENT AND ADOPTION OF PLAN

        10.1 Right to Amend Plan. The Sponsor, by resolution of the Board of
Directors, shall have the right to amend the Plan and Trust Agreement at any
time and from time to time and in such manner and to such extent as it may deem
advisable, including retroactively, subject to the following provisions:

                (a) No amendment shall have the effect of reducing any
        Participant's vested interest in the Plan or eliminating an optional
        form of distribution.

                (b) No amendment shall have the effect of diverting any part of
        the assets of the Plan to persons or purposes other than the exclusive
        benefit of the Participants or their Beneficiaries.

                (c) No amendment shall have the effect of increasing the duties
        or responsibilities of a Trustee without its written consent.

                (d) No amendment shall result in discrimination in favor of
        officers, shareholders, or other highly compensated or key employees.

        The Committee shall have the right to amend the Plan, subject to
paragraphs (a) through (d), in accordance with the provisions of Section 9.5(g).

        10.2 Adoption of Plan by Affiliated Companies. Subject to approval by
the Board of Directors and consistent with the provisions of ERISA, an
Affiliated Company may adopt the Plan for all or any specified group of its
Eligible Employees by entering into an adoption agreement in the form and
substance prescribed by the Committee. The adoption agreement may include such
modification of the Plan provisions with respect to such Eligible Employees as
the Committee approves after having determined that no prohibited discrimination
or other threat to the qualification of the Plan is likely to result. The Board
of Directors may prospectively revoke or modify an Affiliated Company's
participation in the Plan at any time and for any or no reason, without regard
to the terms of the adoption agreement, or terminate the Plan with respect to
such Affiliated Company's Eligible Employees and Participants. By execution of
an adoption agreement (each of which by this reference shall become part of the
Plan), the Affiliated Company agrees to be bound by all the terms and conditions
of the Plan.



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<PAGE>

                                   ARTICLE XI.
                         DISCONTINUANCE OF CONTRIBUTIONS

        In the event the Company decides it is impossible or inadvisable for
business reasons to continue to make contributions under the Plan, it may, by
resolution of the Board of Directors, discontinue contributions to the Plan.
Upon the permanent discontinuance of contributions to the Plan and
notwithstanding any other provisions of the Plan, the rights of Participants
shall become fully vested and nonforfeitable unless replaced by a comparable
plan. The permanent discontinuance of contributions on the part of the Company
shall not terminate the Plan as to the funds and assets then held in the Trust,
or operate to accelerate any payments of distributions to or for the benefit of
Participants or Beneficiaries, and the Trust shall continue to be administered
in accordance with the provisions hereof until the obligations hereunder shall
have been discharged and satisfied.



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<PAGE>

                                  ARTICLE XII.
                             TERMINATION AND MERGER

        12.1 Right to Terminate Plan. In the event the Board of Directors
decides it is impossible or inadvisable for business reasons to continue the
Plan, then it may, by resolution, terminate the Plan. Upon and after the
effective date of such termination, the Company shall not make any further
contributions under the Plan. Upon the termination or partial termination of the
Plan for any reason, the interest in the Trust of each affected Participant
shall automatically become fully vested unless the Plan is continued after its
termination by conversion of the Plan into a comparable Plan through Plan
amendment or through merger. After the satisfaction of all outstanding
liabilities of the Plan to persons other than Participants and Beneficiaries,
all unallocated assets shall be allocated to the Accounts of Participants to the
maximum extent permitted by law. The Trust Fund may not be fully or finally
liquidated until all assets are allocated to Accounts; alternatively any
unallocated assets may be transferred to another defined contribution plan
maintained by the Sponsor or an Affiliated Company qualified under Code Section
401 where such assets shall be allocated among the accounts of Participants
herein who are participants in such transferee plan. In no event, however, shall
any part of the Plan revert to or be recoverable by the Company, or be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their Beneficiaries. Notwithstanding the foregoing, amounts held in the 415
Suspense Account may revert to the Company in accordance with Section 13.6.

        12.2 Merger Restriction. Notwithstanding any other provision in the
Plan, the Plan shall not in whole or in part merge or consolidate with, or
transfer its assets or liabilities to, any other plan unless each affected
Participant in the Plan would (if such other plan then terminated) receive a
benefit immediately after the merger, consolidation, or transfer which is equal
to or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).

        12.3 Effect on Trustee and Committee. The Trustee and the Committee
shall continue to function as such for such period of time as may be necessary
for the winding up of the Plan and for the making of distributions in the manner
prescribed by the Board of Directors at the time of termination of the Plan.

        12.4 Effect of Reorganization, Transfer of Assets or Change in Control.


                (a) In the event of a consolidation or merger of the Company, or
        in the event of a sale and/or any other transfer of the operating assets
        of the Company, any ultimate successor or successors to the business of
        the Company may continue the Plan in full force and effect by adopting
        the same by resolution of its board of directors and by executing a
        proper supplemental or transfer agreement with the Trustee.

                (b) In the event of a Change in Control (as herein defined), all
        Participants who were Participants on the date of such Change in Control
        shall become 100% vested



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<PAGE>

        in any amounts allocated to their Company Contribution Accounts, Profit
        Sharing Accounts and Allergan ESOP Accounts on the date of such Change
        in Control and in any amounts allocated to their Company Contribution
        Accounts, Profit Sharing Accounts and Allergan ESOP Accounts subsequent
        to the date of the Change in Control. Notwithstanding the foregoing, the
        Board of Directors may, at its discretion, amend or delete this
        paragraph (b) in its entirety prior to the occurrence of any such Change
        in Control. For the purpose of this paragraph (b), "Change in Control"
        shall mean the following and shall be deemed to occur if any of the
        following events occur:

                        (i) 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 Sponsor representing (1) 20% or more of the combined voting
                power of the Sponsor'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 (2) 33% or more of
                the combined voting power of the Sponsor's then outstanding
                voting securities, without regard to whether such acquisition is
                approved by the Incumbent Board;

                        (ii) Individuals who, as of the Effective Date,
                constitute the Board of Directors (the "Incumbent Board"), cease
                for any reason to constitute at least a majority of the Board of
                Directors, provided that any person becoming a director
                subsequent to the date hereof whose election, or nomination for
                election by the Sponsor'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 Sponsor, as such terms are used
                in Rule 14a-11 of Regulation 14A promulgated under the Exchange
                Act) shall, for the purposes of the Plan, be considered as
                though such person were a member of the Incumbent Board of the
                Sponsor;

                        (iii) The consummation of a merger, consolidation or
                reorganization involving the Sponsor, 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
                        Sponsor 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 Sponsor or such other entity
                        resulting 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 Sponsor's voting



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<PAGE>

                        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 Sponsor
                        representing 20% or more of the combined voting power of
                        the Sponsor's then outstanding voting securities; or

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

                Notwithstanding the preceding provisions of this paragraph (b),
        a Change in Control shall not be deemed to have occurred if the Person
        described in the preceding provisions of this paragraph (b) is (i) an
        underwriter or underwriting syndicate that has acquired any of the
        Sponsor's then outstanding voting securities solely in connection with a
        public offering of the Sponsor's securities, (ii) the Sponsor or any
        subsidiary of the Sponsor or (iii) an employee stock ownership plan or
        other employee benefit plan maintained by the Sponsor or an Affiliated
        Company that is qualified under the provisions of the Code. In addition,
        notwithstanding the preceding provisions of this paragraph (b), a Change
        in Control shall not be deemed to have occurred if the Person described
        in the preceding provisions of this paragraph (b) becomes a Beneficial
        Owner of more than the permitted amount of outstanding securities as a
        result of the acquisition of voting securities by the Sponsor or an
        Affiliated 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
        Sponsor or through a stock dividend or stock split), then a Change in
        Control shall occur. Finally, notwithstanding the preceding provisions
        of this paragraph (b), a Change in Control shall not be deemed to have
        occurred as a result of the Distribution.



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<PAGE>

                                  ARTICLE XIII.
                            LIMITATION ON ALLOCATIONS

        13.1 General Rule.


                (a) The total Annual Additions under the Plan to a Participant's
        Accounts shall not exceed the lesser of:

                        (i) Forty Thousand Dollars ($40,000) as adjusted for
                increases in the cost-of-living under Code Section 415(d); or

                        (ii) One Hundred Percent (100%) of the Participant's
                Compensation (as defined in Section 13.5), from the Company for
                the Limitation Year,

        except to the extent "catch-up" contributions are permitted under
        Section 4.2(e) and Code Section 414(v). Notwithstanding the foregoing
        sentence, the compensation limit set forth in subparagraph (ii) shall
        not apply to any contribution for medical benefits after separation from
        service (within the meaning of Code Section 401(h) or Code Section
        419A(f)(2)) which is otherwise treated as an Annual Addition.

                (b) For the purpose of this Article XIII, the term "Company"
        shall mean the Sponsor and any Affiliated Company (determined by
        reference to Code Section 415(h)) whether or not such Affiliated Company
        has adopted the Plan pursuant to Section 10.2 and the term "Limitation
        Year" shall mean the Plan Year.

        13.2 Annual Additions. For purposes of Section 13.1, the term "Annual
Additions" shall mean with respect to a Participant, for any Limitation Year
with respect to the Plan, the sum of the amounts described below:

                (a) All amounts contributed or deemed contributed by the
        Company.

                (b) All amounts contributed by the Participant.

                (c) Forfeitures allocated to such Participant.

                (d) Any amounts allocated, after March 31, 1984, to an
        individual medical account as defined in Code Section 415(l)(2)
        established under a pension or annuity plan maintained by the Company.



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<PAGE>

                (e) Any amounts allocated for such Plan Year which amounts are
        derived from contributions paid or accrued after December 31, 1985, in
        taxable years ending after such date, which are attributable to post
        retirement medical benefits allocated to the separate account of a key
        employee (as defined in Code Section 419A(d)(3)) under a welfare benefit
        fund (as defined in Code Section 419(e)) maintained by the Company.

                (f) Excess deferral amounts determined pursuant to Sections 4.5
        and 6.14.


                (g) Excess deferral amounts determined pursuant to Section 4.4
        to the extent such amounts are distributed after the first April 15th
        following the close of the Participant's taxable year.

        Notwithstanding the foregoing, a Participant's Rollover Contributions
shall not be considered an Annual Addition.

        13.3 Other Defined Contribution Plans. If the Company maintains any
other defined contribution plan, then each Participant's Annual Additions under
such defined contribution plan shall be aggregated with the Participant's Annual
Additions under the Plan for the purposes of applying the limitations of Section
13.1.

        13.4 Adjustments for Excess Annual Additions. If as a result of the
allocation of forfeitures, a reasonable error in estimating a Participant's
Compensation, or under other limited facts and circumstances that the
Commissioner of Internal Revenue finds justify the availability of the rules set
forth in Regulation Section 1.415-6(b)(6), the Annual Additions on behalf of any
Participant in a Limitation Year to the Plan and all other defined contribution
plans maintained by the Company exceed the limitation set forth in Section 13.1,
such Participant's Annual Additions for the Plan shall be reduced in the
following order: (i) After Tax Deposits that are not Matched Deposits, (ii)
After Tax Deposits that are Matched Deposits, (iii) Before Tax Deposits that are
not Matched Deposits, (iv) Before Tax Deposits that are Matched Deposits, and
(v) Matching Contributions and Profit Sharing Contributions. The portion of the
reduction attributable to Participant Deposits shall be refunded to the
Participants and the balance attributable to Matching Contributions and Profit
Sharing Contributions, if any, shall be held unallocated in a 415 Suspense
Account established for the purpose of this Section 13.4 and shall be used to
reduce Company Contributions for the next limitation year (and succeeding
limitation year, as necessary) for all Participants in the Plan. The 415
Suspense Account shall be exhausted before any Company contributions shall be
allocated to the Accounts of Participants.

        13.5 Compensation. For the purpose of this Article XIII, Compensation
shall mean a Participant's earned income, wages, salaries, fees for professional
services, and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services actually rendered in the course of
employment with the Company or an Affiliated Company and shall be determined as
described below:

                (a) Compensation shall include to the extent that the amounts
        are includible in gross income (including, but not limited to,
        commissions paid salespeople, compensation



                                       85
<PAGE>

        for services on the basis of a percentage of profits, commissions on
        insurance premiums, tips, bonuses, fringe benefits, and reimbursements
        or other expense allowances under a nonaccountable plan as described in
        Regulation 1.62-2(c)).

                (b) Compensation shall include any elective deferral as defined
        in Code Section 402(g)(3), any amount which is contributed or deferred
        by the Company at the election of the Employee that is excludable from
        an Employee's gross income under Code Sections 125 or 457 and any
        elective amount that is excludable from an Employee's gross income under
        Code Section 132(f)(4).

                (c) Compensation shall not include (i) any employer
        contributions to a plan of deferred compensation which are not included
        in the Employee's gross income for the taxable year in which
        contributed, (ii) any distributions from a plan of deferred
        compensation, (iii) any amounts realized from the exercise of a
        non-qualified stock option or when restricted stock or property held by
        the Employee becomes either freely transferable or is no longer subject
        to a substantial risk of forfeiture under Code Section 83 if such
        option, stock, or property was granted to the Employee by the Company,
        (iv) any amounts realized from the sale, exchange, or other disposition
        of stock acquired under a qualified stock option, (v) any contribution
        for medical benefits (within the meaning of Code Section 419(f)(2) after
        termination of employment which is otherwise treated as an Annual
        Addition, and (vi) any amount otherwise treated as an Annual Addition
        under Code Section 415(l)(1).

        13.6 Treatment of 415 Suspense Account Upon Termination. In the event
the Plan shall terminate at a time when all amounts in the 415 Suspense Account
have not been allocated to the Accounts of the Participants, the 415 Suspense
Account amounts shall be applied as follows:

                (a) The amount in the 415 Suspense Account shall first be
        allocated, as of the Plan termination date, to Participants in
        accordance with the allocation formula applicable to Company
        Contributions provided under Section 6.3.

                (b) If, after those allocations have been made, any further
        residue funds remain in the 415 Suspense Account, the residue may revert
        to the Company in accordance with applicable provisions of the Code,
        ERISA, and the regulations thereunder.

        13.7 Annual Additions under the Allergan Savings Plan. Subject to Code
Section 415 and the regulations thereunder, for purposes of Article XIII, with
respect to the limitation year ending on December 31, 2002, in the case of a
Transferring Employee who is a Participant:

                (a) the Annual Additions of a Participant under the Allergan
        Savings Plan prior to the Effective Date shall be treated as Annual
        Additions of such Participant, and



                                       86
<PAGE>

                (b) the "Compensation" (as defined in the Allergan Savings Plan)
        of a Participant under Article XIII of the Allergan Savings Plan shall
        be treated as Compensation of such Participant under Article XIII.



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<PAGE>

                                  ARTICLE XIV.
                                 TOP-HEAVY RULES

        14.1 Applicability. Notwithstanding any provision in the Plan to the
contrary, and subject to the limitations set forth in Section 14.6, the
requirements of Sections 14.4 and 14.5 shall apply under the Plan in the case of
any Plan Year in which the Plan is determined to be a Top-Heavy Plan under the
rules of Section 14.3. For the purpose of this Article XIV, the term "Company"
shall mean the Sponsor and any Affiliated Company whether or not such Affiliated
Company has adopted the Plan.

        14.2 Definitions. For purposes of this Article XIV, the following
special definitions and rules shall apply:


                (a) The term "Key Employee" means any Employee or former
        Employee (including any deceased Employee) who, at any time during the
        Plan Year that includes the Determination Date, was an officer of the
        Company having annual Compensation greater than $130,000 (as adjusted
        under Code Section 416(i)(1) for Plan Years beginning after December 31,
        2002), a Five Percent Owner of the Company, or an One Percent Owner of
        the Company having annual Compensation of more than $150,000.
        Notwithstanding the foregoing, for Plan Years beginning prior to January
        1, 2002, the term "Key Employee" means any Employee or former Employee
        (including any deceased Employee) who, at any time during the Plan Year
        or any of the four preceding Plan Years, is or was: (i) an officer of
        the Company having an annual Compensation greater than 50% of the amount
        in effect under Code Section 415(b)(1)(A) for the Plan Year; provided,
        however, for such purposes no more than 50 Employees (or, if lesser, the
        greater of three Employees or 10% of the Employees) shall be treated as
        officers; (ii) one of the ten Employees having annual Compensation from
        the Company of more than the limitation in effect under Code Section
        415(c)(1)(A) and owning (or considered as owning within the meaning of
        Code Section 318) the largest interests in the Company; provided,
        however, if two Employees have the same interest in the Company, the
        Employee having greater annual Compensation from the Company shall be
        treated as having a larger interest; (iii) a Five Percent Owner of the
        Company; or (iv) a One Percent Owner of the Company having an annual
        Compensation from the Company of more than $150,000.

                (b) The term "Five Percent Owner" means any person who owns (or
        is considered as owning within the meaning of Code Section 318) more
        than 5% of the outstanding stock of the Company or stock possessing more
        than 5% of the total combined voting power of all stock of the Company.



                                       88
<PAGE>

                (c) The term "One Percent Owner" means any person who would be
        described in paragraph (b) if "1%" were substituted for "5%" each place
        where it appears therein.

                (d) The term "Non-Key Employee" means any Employee who is not a
        Key Employee.


                (e) The term "Determination Date" means, with respect to any
        plan year, the last day of the preceding plan year. In the case of the
        first plan year of any plan, the term "Determination Date" shall mean
        the last day of that plan year.

                (f) The term "Aggregation Group" means (i) each qualified plan
        of the Company in which at least one Key Employee participates or
        participated at any time during the determination period (regardless of
        whether the plan has terminated), and (ii) any other qualified plan of
        the Company which enables a plan described in clause (i) to meet the
        requirements of Code Sections 401(a)(4) or 410. Any plan not required to
        be included in an Aggregation Group under the preceding rules may be
        treated as being part of such group if the group would continue to meet
        the requirements of Code Sections 401(a)(4) and 410 with the plan being
        taken into account.

                (g) For purposes of determining ownership under paragraphs (a),
        (b) and (c) above, the following special rules shall apply: (i) Code
        Section 318(a)(2)(C) shall be applied by substituting "5%" for "50%",
        and (ii) the aggregation rules of Code Sections 414(b), (c) and (m)
        shall not apply, with the result that the ownership tests of this
        Section 14.2 shall apply separately with respect to each Affiliated
        Company.

                (h) The terms "Key Employee" and "Non-Key Employee" shall
        include their Beneficiaries, and the definitions provided under this
        Section 14.2 shall be interpreted and applied in a manner consistent
        with the provisions of Code Section 416(i) and the regulations
        thereunder.

                (i) For purposes of this Article XIV, an Employee's Compensation
        shall be determined in accordance with the rules of Section 13.5.

                (j) An Employee who prior to the Effective Date was a "Five
        Percent Owner" or a "One Percent Owner" (as defined in the Allergan
        Savings Plan) shall be treated as a Five Percent Owner or a One Percent
        Owner, as the case may be, under this Section.

        14.3 Top-Heavy Status.

                (a) The term "Top-Heavy Plan" means, with respect to any Plan
        Year:



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                        (i) Any defined benefit plan if, as of the Determination
                Date, the present value of the cumulative accrued benefits under
                the plan for Key Employees exceeds 60% of the present value of
                the cumulative accrued benefits under the plan for all
                Employees; and

                        (ii) Any defined contribution plan if, as of the
                Determination Date, the aggregate of the account balances of Key
                Employees under the plan exceeds 60% of the aggregate of the
                account balances of all Employees under the plan.

                In applying the foregoing provisions of this paragraph (a), the
        valuation date to be used in valuing Plan assets shall be (i) in the
        case of a defined benefit plan, the same date which is used for
        computing costs for minimum funding purposes, and (ii) in the case of a
        defined contribution plan, the most recent valuation date within a
        12-month period ending on the applicable Determination Date.

                (b) Each plan maintained by the Company required to be included
        in an Aggregation Group shall be treated as a Top-Heavy Plan if the
        Aggregation Group is a Top-Heavy Group.

                (c) The term "Top-Heavy Group" means any Aggregation Group if
        the sum (as of the Determination Date) of (i) the present value of the
        cumulative accrued benefits for Key Employees under all defined benefit
        plans included in the group, and (ii) the aggregate of the account
        balances of Key Employees under all defined contribution plans included
        in the group exceeds 60% of a similar sum determined for all Employees.
        For purposes of determining the present value of the cumulative accrued
        benefit of any Employee, or the amount of the account balance of any
        Employee, such present value or amount shall be increased by the
        aggregate distributions made with respect to the Employee under the plan
        (including a terminated plan which, had it not been terminated, would
        have been aggregated with the plan under Code Section 416(g)(2)(A)(i))
        during the one year period ending on the Determination Date. In the case
        of distributions made for a reason other than separation from service,
        death, or disability, the preceding sentence shall be applied by
        substituting "five year period" for "one year period." For Plan Years
        beginning prior to January 1, 2002, the present value of the cumulative
        accrued benefit of any Employee or the amount of the account balance of
        any Employee shall be increased by the aggregate distributions made with
        respect to the Employee under the plan during the five year period
        ending on the Determination Date. For all Plan Years, any rollover
        contribution or similar transfer initiated by the Employee and made
        after December 31, 1983, to a plan shall not be taken into account with
        respect to the transferee plan for purposes of determining whether such
        plan is a Top-Heavy Plan (or whether any Aggregation Group which
        includes such plan is a Top-Heavy Group).

                (d) If any individual is a Non-Key Employee with respect to any
        plan for any plan year, but the individual was a Key Employee with
        respect to the plan for any prior plan year, any accrued benefit for the
        individual (and the account balance of the individual) shall not be
        taken into account for purposes of this Section 14.3.



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                (e) If any individual has not performed services for the Company
        at any time during the one year period (five year period for Plan Years
        beginning prior to January 1, 2002) ending on the Determination Date,
        any accrued benefit for such individual (and the account balance of the
        individual) shall not be taken into account for purposes of this Section
        14.3.

                (f) In applying the foregoing provisions of this Section, the
        accrued benefit of a Non-Key Employee shall be determined (i) under the
        method, if any, which is used for accrual purposes under all plans of
        the Company and any Affiliated Companies, or (ii) if there is no such
        uniform method, as if such benefit accrued not more rapidly than the
        slowest accrual rate permitted under Code Section 411(b)(1)(C).

                (g) For all purposes of this Article XIV, the definitions
        provided under this Section 14.3 shall be applied and interpreted in a
        manner consistent with the provisions of Code Section 416(g) and the
        regulations thereunder.

        14.4 Minimum Contributions. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the minimum employer contributions for that
year shall be determined in accordance with the rules of this Section 14.4.

                (a) Except as provided below, the minimum contribution for each
        Non-Key Employee shall be not less than 3% of his or her compensation.
        Before Tax Deposits shall not be taken into account but Matching
        Contributions as defined in Section 6.11 shall be taken into account for
        purposes of satisfying the minimum contribution requirement. Matching
        Contributions that are used to satisfy the minimum contribution
        requirement shall be treated as matching contributions for purposes of
        the actual contribution percentage test and other requirements of Code
        Section 401(m). For Plan Years beginning prior to January 1, 2002, both
        Before Tax Deposits and Matching Contributions as defined in Section
        6.11 shall not be taken into account for purposes of satisfying the
        minimum contribution requirement.

                (b) Subject to the following rules of this paragraph (b), the
        percentage set forth in paragraph (a) above shall not be required to
        exceed the percentage at which contributions (including amounts deferred
        under a cash or deferred arrangement under Code Section 401(k)) are made
        (or are required to be made) under the Plan for the year for the Key
        Employee for whom the percentage is the highest for the year. This
        determination shall be made by dividing the contributions for each Key
        Employee by so much of his or her total compensation for the Plan Year
        as does not exceed the applicable Compensation limit. For purposes of
        this paragraph (b), all defined contribution plans required to be
        included in an Aggregation Group shall be treated as one plan.
        Notwithstanding the foregoing, the exceptions to paragraph (a) as
        provided under this paragraph (b) shall not apply to any plan required
        to be included in an Aggregation Group if the plan enables a defined
        benefit plan to meet the requirements of Code Sections 401(a)(4) or 410.



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<PAGE>

                (c) The Participant's minimum contribution determined under this
        Section 14.4 shall be calculated without regard to any Social Security
        benefits payable to the Participant.

                (d) In the event a Participant is covered by both a defined
        contribution and a defined benefit plan maintained by the Company, both
        of which are determined to be Top-Heavy Plans, the Company shall satisfy
        the minimum benefit requirements of Code Section 416 by providing (in
        lieu of the minimum contribution described in paragraph (a) above) a
        minimum benefit under the defined benefit plan so as to prevent the
        duplication of required minimum benefits hereunder.

        14.5 Minimum Vesting Rules. For any Plan Year in which it is determined
that the Plan is a Top-Heavy Plan, the vesting schedule shall be the vesting
schedule set forth in Section 7.2(a).

        14.6 Noneligible Employees. The rules of this Article XIV shall not
apply to any Employee included in a unit of employees covered by a collective
bargaining agreement between employee representatives and one or more employers
if retirement benefits were the subject of good faith bargaining between such
employee representatives and the employer or employers.



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<PAGE>

                                   ARTICLE XV.
                          RESTRICTION ON ASSIGNMENT OR
                        OTHER ALIENATION OF PLAN BENEFITS

        15.1 General Restrictions Against Alienation.

                (a) The interest of any Participant or his or her Beneficiary in
        the income, benefits, payments, claims or rights hereunder, or in the
        Trust Fund, shall not in any event be subject to sale, assignment,
        hypothecation, or transfer. Each Participant and Beneficiary is
        prohibited from anticipating, encumbering, assigning, or in any manner
        alienating his or her interest under the Trust Fund, and is without
        power to do so, except as may be permitted in connection with providing
        security for a loan from the Plan to the Participant pursuant to the
        provisions of the Plan as it may be amended from time to time. The
        interest of any Participant or Beneficiary shall not be liable or
        subject to his or her debts, liabilities, or obligations, now
        contracted, or which may hereafter be contracted, and such interest
        shall be free from all claims, liabilities, or other legal process now
        or hereafter incurred or arising. Neither the interest of a Participant
        or Beneficiary, nor any part thereof, shall be subject to any judgment
        rendered against any such Participant or Beneficiary. Notwithstanding
        the foregoing, a Participant's or Beneficiary's interest in the Plan may
        be subject to the enforcement of a Federal tax levy made pursuant to
        Code Section 6331 or the collection by the United States on a judgment
        resulting from an unpaid tax assessment.

                (b) In the event any person attempts to take any action contrary
        to this Article XV, such action shall be null and void and of no effect,
        and the Company, the Committee, the Trustee and all Participants and
        their Beneficiaries, may disregard such action and are not in any manner
        bound thereby, and they, and each of them, shall suffer no liability for
        any such disregard thereof, and shall be reimbursed on demand out of the
        Trust Fund for the amount of any loss, cost or expense incurred as a
        result of disregarding or of acting in disregard of such action.

                (c) The foregoing provisions of this Section shall be
        interpreted and applied by the Committee in accordance with the
        requirements of Code Section 401(a)(13) and Section 206(d) of ERISA as
        construed and interpreted by authoritative judicial and administrative
        rulings and regulations.

        15.2 Qualified Domestic Relations Orders. The rules set forth in Section
15.1 above shall not apply with respect to a "Qualified Domestic Relations
Order" as described below.

                (a) A "Qualified Domestic Relations Order" is a judgment,
        decree, or order (including approval of a property settlement agreement)
        that:



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<PAGE>

                        (i) Creates or recognizes the existence of an Alternate
                Payee's right to, or assigns to an Alternate Payee the right to,
                receive all or a portion of the benefits payable under the Plan
                with respect to a Participant,

                        (ii) Relates to the provision of child support, alimony
                payments, or marital property rights to a spouse, former spouse,
                child or other dependent of a Participant,

                        (iii) Is made pursuant to a State domestic relations law
                (including a community property law), and

                        (iv) Clearly specifies: (A) the name and last known
                mailing address (if any) of the Participant and the name and
                mailing address of each Alternate Payee covered by the order (if
                the Committee does not have reason to know that address
                independently of the order); (B) the amount or percentage of the
                Participant's benefits to be paid to each Alternate Payee, or
                the manner in which the amount or percentage is to be
                determined; (C) the number of payments or period to which the
                order applies; and (D) each plan to which the order applies.

                For purposes of this Section 15.2, "Alternate Payee" means any
        spouse, former spouse, child or other dependent of a Participant who is
        recognized by a domestic relations order as having a right to receive
        all, or a portion of, the benefits payable with respect to the
        Participant.

                (b) A domestic relations order is not a Qualified Domestic
        Relations Order if it requires:

                        (i) The Plan to provide any type or form of benefit, or
                any option, not otherwise provided under the Plan;

                        (ii) The Plan to provide increased benefits; or

                        (iii) The payment of benefits to an Alternate Payee that
                are required to be paid to another Alternate Payee under a
                previous Qualified Domestic Relations Order.

                (c) A domestic relations order shall not be considered to fail
        to satisfy the requirements of paragraph (b)(i) above with respect to
        any payment made before a Participant has separated from service solely
        because the order requires that payment of benefits be made to an
        Alternate Payee:

                        (i) On or after the date on which the order is issued;

                        (ii) As if the Participant had retired on the date on
                which such payment is to begin under such order (but taking into
                account only the present value of accrued benefits and not
                taking into account the present value of any subsidy for early
                retirement benefits); and



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<PAGE>

                        (iii) In any form in which such benefits may be paid
                under the Plan to the Participant (other than in the form of a
                joint and survivor annuity with respect to the Alternate Payee
                and his or her subsequent spouse).

                Notwithstanding the foregoing, if the Participant dies before
        his or her earliest retirement age (as defined in Code Section
        414(p)(4)(B)), the Alternate Payee is entitled to benefits only if the
        Qualified Domestic Relations Order requires survivor benefits to be paid
        to the Alternate Payee.

                To the extent permitted under the Code, and notwithstanding any
        other provision of the Plan to the contrary, a domestic relations order
        may provide that the distribution of the benefits of an Alternate Payee
        may be made at any time on or after the date on which the domestic
        relations order is issued.

                (d) To the extent provided in any Qualified Domestic Relations
        Order, the former spouse of a Participant shall be treated as a
        surviving Spouse of the Participant for purposes of applying the rules
        (relating to minimum survivor annuity requirements) of Code Sections
        401(a)(11) and 417, and any current spouse of the Participant shall not
        be treated as a spouse of the Participant for such purposes.

                (e) In the case of any domestic relations order received by the
        Plan, the Committee shall promptly notify the Participant and any
        Alternate Payee named in the order that an order has been received and
        shall provide a copy of the Plan's procedures for determining the
        qualified status of domestic relations orders. An Alternate Payee may
        designate a representative for receipt of copies of notices and plan
        information that are sent to the Alternate Payee with respect to
        domestic relations order. Within a reasonable period after the receipt
        of the order, the Committee shall determine whether the order is a
        Qualified Domestic Relations Order and shall notify the Participant and
        each Alternate Payee of such determination.

                (f) The Committee shall establish reasonable procedures to
        determine the qualified status of domestic relations orders and to
        administer distributions under Qualified Domestic Relations Orders.
        During any period in which the issue of whether a domestic relations
        order is a Qualified Domestic Relations Order is being determined (by
        the Committee, by a court of competent jurisdiction, or otherwise), the
        Committee shall direct the Trustee to segregate in a separate account in
        the Plan (or in an escrow account) the amounts which would have been
        payable to the Alternate Payee during the period if the order had been
        determined to be a Qualified Domestic Relations Order. If within the 18
        Month Period (as defined below), the order (or modification thereof) is
        determined to be a Qualified Domestic Relations Order, the Committee
        shall direct the Trustee to pay the segregated amounts (plus any
        interest thereon) to the person or persons entitled thereto. However, if
        within the 18 Month Period (i) it is determined that the order is not a
        Qualified Domestic Relations Order, or (ii) the issue as to whether the
        order is a Qualified Domestic Relations Order is not resolved, then the
        Committee shall direct the Trustee to pay the segregated amounts (plus
        any interest thereon) to the person or persons



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<PAGE>

        who would have been entitled to the amounts if there had been no order
        (assuming such benefits were otherwise payable). Any determination that
        an order is a Qualified Domestic Relations Order that is made after the
        close of the 18 Month Period shall be applied prospectively only. For
        purposes of this Section 15.2, the "18 Month Period" shall mean the 18
        month period beginning with the date on which the first payment would be
        required to be made under the domestic relations order.



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<PAGE>

                                  ARTICLE XVI.
                            MISCELLANEOUS PROVISIONS

        16.1 No Right of Employment Hereunder. The adoption and maintenance of
the Plan and Trust shall not be deemed to constitute a contract of employment or
otherwise between the Company and any Employee or Participant, or to be a
consideration for, or an inducement or condition of, any employment. Nothing
contained herein shall be deemed to give any Employee the right to be retained
in the service of the Company or to interfere with the right of the Company to
discharge, with or without cause, any Employee or Participant at any time, which
right is hereby expressly reserved.

        16.2 Effect of Article Headings. Article headings are for convenient
reference only and shall not be deemed to be a part of the substance of this
instrument or in any way to enlarge or limit the contents of any Article.

        16.3 Limitation on Company Liability. Any benefits payable under the
Plan shall be paid or provided for solely from the Plan and the Company assumes
no liability or responsibility therefor.

        16.4 Gender. Masculine gender shall include the feminine and the
singular shall include the plural unless the context clearly indicates
otherwise.

        16.5 Interpretation. The provisions of the Plan shall in all cases be
interpreted in a manner that is consistent with the Plan satisfying (i) the
requirements of Code Section 401(a) and related statutes for qualification as a
defined contribution plan and (ii) the requirements of Code Section 401(k) and
related statutes for qualification as a cash or deferred arrangement.

        16.6 Withholding For Taxes. Any payments from the Trust Fund may be
subject to withholding for taxes as may be required by any applicable federal or
state law.

        16.7 California Law Controlling. All legal questions pertaining to the
Plan which are not controlled by ERISA shall be determined in accordance with
the laws of the State of California and all contributions made hereunder shall
be deemed to have been made in that State.

        16.8 Plan and Trust as One Instrument. The Plan and the Trust Agreement
shall be construed together as one instrument. In the event that any conflict
arises between the terms and/or conditions of the Trust Agreement and the Plan,
the provisions of the Plan shall control, except that with respect to the duties
and responsibilities of the Trustee, the Trust Agreement shall control.

        16.9 Invalid Provisions. If any paragraph, section, sentence, clause or
phrase contained in the Plan shall become illegal, null or void or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be incapable of being construed or limited in a manner to make
it enforceable, or is otherwise held by such court to be illegal, null



                                       97
<PAGE>
or void or against public policy, the remaining paragraphs, sections, sentences,
clauses or phrases contained in the Plan shall not be affected thereby.

        16.10 Counterparts. This instrument may be executed in one or more
counterparts each of which shall be legally binding and enforceable.

        IN WITNESS WHEREOF, Advanced Medical Optics, Inc. hereby executes this
instrument, evidencing the terms of the Advanced Medical Optics, Inc. 401(k)
Plan as of this _____ day of _____________, 2002.


                                        ADVANCED MEDICAL OPTICS, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                       98
<PAGE>

                          ADVANCED MEDICAL OPTICS, INC.
                                   401(K) PLAN

                                   APPENDIX A
           SPECIAL PROVISIONS FOR PUERTO RICO-BASED PAYROLL EMPLOYEES

                                     PART I
                                  INTRODUCTION

        1.1 Effective Date. The effective date of this Appendix A is the
Effective Date.

        1.2 Purpose of Appendix A. The provisions of the Plan shall apply to all
Puerto Rico-based payroll Employees except as specifically provided in this
Appendix A.

        1.3 Plan Intended to Qualify. The Plan is an employee benefit plan that
is intended to qualify under PR-Code Section 1165(a) as a qualified profit
sharing plan and under PR-Code Section 1165(e) as a qualified cash or deferred
arrangement.

                                     PART II
                                   DEFINITIONS

        The Definitions of Article II of the Plan shall apply to all Puerto
Rico-based Employees and shall have the same meaning for the purpose of this
Appendix A except as set forth below:

        2.1 Plan Section 2.19. "Compensation" shall have the same meaning as set
forth in Plan Section 2.19 except that in the case of a Puerto Rico-based
Employee, Compensation shall also include cost of living allowances earned
within Puerto Rico and amounts paid under the Christmas bonus program, and
amounts of salary reduction elected by a Puerto Rico-based Participant under a
PR-Code Section 1165(e) cash or deferred arrangement, but shall exclude
contributions or distributions pursuant to any other plan sponsored by the
Company and qualified under Section 1165(a) of the PR-Code (other than Salary
Reduction Contributions).

        2.2 Plan Section 2.20. "Credited Service" shall have the same meaning as
set forth in Plan Section 2.20 except that in the case of a Puerto Rico-based
Employee who was employed by the Company at any time prior to the original
Effective Date, for the period prior to January 1, 1989, Credited Service shall
include service, if any, credited to such Employee under the Savings and
Investment Plan for Employees of Subsidiaries of SmithKline Beckman Corporation
Whose Principal Office is Located in Puerto Rico.

        2.3 Plan Section 2.23. For the purpose of this Appendix A only, the
definition of "Eligible Employee" as defined in Plan Section 2.23 shall not
apply and "Eligible Employee" or "Eligible Puerto Rico-based Employee" shall
mean any Puerto Rico-based Employee but shall exclude any non-regular
manufacturing site transition employee, any non-resident alien of Puerto



<PAGE>

Rico and the United States, any Leased Employee, and any Employee covered by a
collective bargaining agreement.

        2.4 Plan Section 2.26. For the purpose of this Appendix A only, the
definition of "Employee" as defined in Plan Section 2.26 shall not apply and
"Employee" or "Puerto Rico-based Employee" shall mean any person who is employed
in any capacity by the Sponsor or any Affiliated Company at its Puerto Rico
locations, any portion of whose income is subject to withholding of income tax
and/or for whom Social Security contribution are made by the Sponsor or an
Affiliated Company except that such term shall not include (i) any individual
who performs services for the Sponsor or an Affiliated Company and who is
classified or paid as an independent contractor as determined by the payroll
records of the Sponsor or an Affiliated Company even if a court or
administrative agency determines that such individual is a common-law employee
and not an independent contractor and (ii) any individual who performs services
for the Sponsor or an Affiliated Company pursuant to an agreement between the
Sponsor or an Affiliated Company and any other person including a leasing
organization except to the extent such individual is a Leased Employee.

        2.5 Plan Section 2.36. Notwithstanding the provisions of Plan Section
2.36, "Matched Deposits" of a Puerto Rico-based Participant shall mean his or
her Deposits (whether Before Tax or After Tax) not in excess of eight percent
(8%) of Compensation. Matched Deposits shall participate in allocations of
Company Contributions and Forfeitures.

        2.6 Plan Section 2.39. For the purpose of this Appendix A only,
"Participant" as defined in Plan Section 2.39 shall not apply and "Participant"
or "Puerto Rico-based Participant" shall mean a Puerto Rico-based Employee who
is eligible to participate in the Plan and elects to participate in the Plan in
accordance with Plan Section 3.1.

        2.7 Additional Terms. Additional terms shall have the following meaning:

                (a) "PR-Code" shall mean the Puerto Rico Internal Revenue Code
        of 1994, as amended. Where the context so requires a reference to a
        particular PR-Code Section shall also refer to any successor provision
        of the PR-Code to such PR-Code Section.

                (b) "Top One-Third Highly Compensated Employee" shall mean any
        Eligible Puerto Rico-based Employee who has Compensation for a Plan Year
        that is greater than the Compensation for such Plan Year of two-thirds
        (2/3) of all other Eligible Puerto Rico-based Employees.

                                    PART III
                          ELIGIBILITY AND PARTICIPATION

        The provisions of Article III of the Plan shall apply to all Puerto
Rico-based Employees.



                                      A-2
<PAGE>

                                     PART IV
                              PARTICIPANT DEPOSITS

        The provisions of Article IV of the Plan shall apply to all Puerto
Rico-based Employees except as set forth below:

        4.1 Plan Section 4.1. The provisions of Plan Section 4.1 entitled
"Election" shall be applied by substituting "12-month period" for the "6-month
period" in each place it appears.

        Also, to the extent permissible by ERISA and the Code, each contribution
made by the Company to the Plan under Plan Section 4.1 with respect to the
Before Tax Deposits of a Puerto Rico-based Participant shall be made only to the
extent that the Company has current or accumulated earnings and profits, as
determined under the PR-Code, and is expressly conditioned on the deductibility
of such contribution under Section 1023(n) of the PR-Code for the taxable year
for which contributed. If the Puerto Rico Department of Treasury disallows the
deduction, or if the contribution was made by a mistake of fact, such
contribution shall be returned to the Company within one (1) year after the
disallowance of the deduction (to the extent disallowed), or after the payment
of such contribution, respectively. Such contributions to the Plan by the
Company shall be paid to the Trustee not later than the date for filing the
Company's Puerto Rico income tax return for the taxable year in which such
payroll period falls, including any extensions thereof.

        4.2 Plan Section 4.2. The provisions of Plan Section 4.2 shall apply to
all Puerto Rico-based Employees except as set forth below:

        (a) Notwithstanding the provisions of paragraph (a) of Plan Section 4.2,
a Puerto Rico-based Participant may elect to contribute a whole percentage of
his or her Compensation to the Plan as Before Tax Deposits; provided, however,
that no Puerto Rico-based Participant shall be permitted to make Before Tax
Deposits to the Plan during any taxable year in excess of: (i) ten percent (10%)
of Compensation up to a maximum of $8,000, or such larger amount as may be
determined by the Puerto Rico Secretary of the Treasury pursuant to the PR-Code,
provided that, if the Puerto Rico-based Participant contributes to a Puerto Rico
individual retirement account as described in Section 1169 of the PR-Code, the
maximum amount of the Before Tax Deposit may not exceed the difference, if any,
between the amount available as a contribution up to the limit of $8,000 and the
contribution made to a Puerto Rico individual retirement account, or as
otherwise provided by the PR-Code, (ii) the Actual Deferral Percentage test
limitation set forth in Plan Section 4.3 and Section 4.3 of this Appendix, and
(iii) the Annual Addition limitation set forth in Plan Section 13.1.

        (b) The provisions of paragraph (e) of Plan Section 4.2 pertaining to
"catch-up" Before Tax Deposits shall not apply to Puerto Rico-based
Participants.

        4.3 Additional Contribution Deferral Limitation. In addition to the
limitations on Compensation Deferral Contributions set forth in Plan Section
4.3, Compensation Deferral Contributions by a Puerto Rico-based Participant
shall not exceed the limitation on contributions by or on behalf of the Top
One-Third Highly Compensation Employees under PR-Code Section 1165(e), as
provided in this Section 4.3 with respect to each Plan Year. In the event that



                                      A-3
<PAGE>

Compensation Deferrals Contributions under the Plan by or on behalf of the Top
One-Third Highly Compensated Employees exceed the limitations of this Section
for any reason, such excess contributions shall be recharacterized as After Tax
Deposits or such excess contributions, adjusted for any income or loss allocable
thereto, shall be returned to such Participant, as provided in Plan Section 4.5.

                (a) The Compensation Deferral Contributions by Participants for
        a Plan Year shall satisfy the Actual Deferral Percentage test under the
        PR-Code as set forth in subparagraph (i) below, or to the extent not
        precluded by applicable regulations, the alternate Actual Deferral
        Percentage test as set forth in (ii) below:

                        (i) The average "Actual Deferral Percentage" for the Top
                One-Third Highly Compensated Employees shall not be more than
                the average Actual Deferral Percentage of all non-Top One-Third
                Highly Compensated Employees multiplied by 1.25, or

                        (ii) The excess of the average Actual Deferral
                Percentage for the Top One-Third Highly Compensated Employees
                over the average Actual Deferral Percentage for all non-Top
                One-Third Highly Compensated Employees shall not be more than
                two (2) percentage points and the average Actual Deferral
                Percentage for the Top One-Third Highly Compensated Employee
                shall not be more than the average Actual Deferral Percentage of
                all non-Top One-Third Highly Compensated Employees multiplied by
                2.0.

                (b) For the purpose of this Section 4.3 only, the following
        definitions shall apply:

                        (i) "Actual Deferral Percentage" shall mean, with
                respect to the group of all Top One-Third Highly Compensated
                Employees and the group of all non-Top One-Third Highly
                Compensated Employees for a Plan Year, the ratio, calculated
                separately for each Participant in such group, of the amount of
                the Participant's Compensation Deferral Contribution for such
                Plan Year, to such Participant's Compensation for such Plan
                Year, in accordance with regulations prescribed by the Puerto
                Rico Secretary of the Treasury under PR-Code Section 1165(e).
                For purposes of computing the Actual Deferral Percentage, an
                Eligible Employee who would be a Participant but for the failure
                to make Before Tax Deposits shall be treated as a Participant on
                whose behalf no Before Tax Deposits are made.

                        (ii) "Participant" shall mean any Eligible Puerto
                Rico-based Employee who satisfied the requirements under Plan
                Article III during the Plan Year, whether or not such Eligible
                Employee elected to contribute to the Plan for such Plan Year.

                        (iii) "Compensation Deferral Contributions" shall mean
                amounts contributed to the Plan by a Participant as Before Tax
                Deposits pursuant to Section 4.1 of this Appendix, including any
                other amounts prescribed under



                                      A-4
<PAGE>

                PR-Code Section 1165(e) and applicable regulations. To the
                extent determined by the Committee and in accordance with
                regulations issued by the Puerto Rico Secretary of the Treasury,
                matching contributions and qualified nonelective contributions
                on behalf of a Participant that satisfy the requirements of
                PR-Code Section 1165(e)(3)(D)(ii) may also be taken into account
                for the purpose of determining the Actual Deferral Percentage of
                such Participant.

                        (iv) "Compensation" shall mean compensation as defined
                in PR-Code Section 1165(e) and applicable regulations.

                (c) In the event that as of the first day of Plan Year, the Plan
        satisfies the requirements of PR-Code Section 1165(a) only if aggregated
        with one or more other plans which include arrangements under PR-Code
        Section 1165(e), then this Section 4.3 shall be applied by determining
        the Actual Deferral Percentages of Participants as if all such plans
        were a single plan, in accordance with regulations prescribed by the
        Secretary of the Treasury under PR-Code Section 1165(e). Plans may be
        considered one plan for purposes of satisfying PR-Code Section 1165(e)
        only if they have the same Plan Year.

                (d) For the purpose of this Section 4.3, the "Actual Deferral
        Percentage" for any Top One-Third Highly Compensated Employee who is a
        Participant under two or more PR-Code Section 1165(e) arrangements of
        the Company shall be determined by taking into account the Top One-Third
        Highly Compensated Employee's Compensation under each such arrangement
        and contributions under each such arrangement which qualify for
        treatment under PR-Code Section 1165(e) in accordance with regulations
        prescribed by the Puerto Rico Secretary of the Treasury under PR-Code
        Section 1165(e). If the arrangements have different Plan Years, this
        paragraph shall be applied by treating all such arrangements ending with
        or within the same calendar year as a single arrangement.
        Notwithstanding the foregoing, certain plans shall be treated as
        separate plans if mandatorily disaggregated pursuant to regulations
        under Code Section 401(k).

                (e) For purposes of the Actual Deferral Percentage test,
        Compensation Deferral Contributions must be made before the last day of
        the twelve-month period immediately following the Plan Year to which
        such contributions relate.

                (f) The determination and treatment of Compensation Deferral
        Contributions and the Actual Deferral Percentage of any Participant
        under this Section 4.3 shall satisfy such other requirements as may be
        prescribed by the Puerto Rico Secretary of the Treasury.

                (g) The Committee shall keep or cause to have kept such records
        as are necessary to demonstrate that the Plan satisfies the requirements
        of PR-Code Section 1165(e) and the regulations thereunder, in accordance
        with regulations prescribed by the Puerto Rico Secretary of the
        Treasury.

                (h) Notwithstanding any provision of this Appendix A to the
        contrary, to the extent permitted by the PR-Code and its regulations,
        all Employees employed by the Company and any affiliated employer that
        participates in the Plan may be aggregated for



                                      A-5
<PAGE>

        purposes of determining compliance by the Plan with the actual deferral
        percentage test of Section 1165 of the PR-Code and the determination of
        Top One-Third Highly Compensated Employees.

        4.4 Plan Section 4.4. The provisions of Plan Section 4.4 entitled
"Provisions for Return of Excess Before Tax Deposits over $11,000" shall be
applied by substituting the dollar limitation contained in Section 4.2 of this
Appendix for the "$11,000 limitation" in each place it appears.

        4.5 Plan Section 4.5. The provisions of Plan Section 4.5 entitled
"Provision for Recharacterization or Return of Excess Deferrals by Highly
Compensated Participants" shall be applied as follows:

                (a) "Highly Compensated Employee and Top One-Third Highly
        Compensated Employee" shall be substituted for "Highly Compensated
        Employee" in each place it appears.

                (b) Any reference to Code Sections shall include reference to
        the corresponding PR-Code Section unless the context clearly indicates
        otherwise. For example, references to "Code Section 401(k)" and "Code
        Section 404" shall include references to PR-Code Section 1165(e) and
        PR-Code Section 1023(n), respectively.

                (c) The leveling method shall be modified to begin with the Top
        One-Third Highly Compensated Employee who has the highest deferral
        percentage.

        4.6 Reserved for Future Modification.

        4.7 Plan Section 4.8. In addition to the provisions of Plan Section 4.8
entitled "Character of Deposits," Before Tax Deposits shall be treated as
employer contributions for purposes of PR-Code Section 1165(e).

        4.8 Plan Section 4.9. For purposes of Plan Section 4.9, a "Direct
Rollover Contribution" or a "Participant Rollover Contribution" from a
retirement plan qualified under PR-Code Section 1165(a) (unless such plan is
also qualified under Code Section 401(a)) or an "IRA Rollover Contribution" from
a Puerto-Rico individual retirement account or annuity shall not be permitted
under the Plan.

                                     PART V
                      TRUST FUND AND COMPANY CONTRIBUTIONS

        The provisions of Article V shall apply to all Puerto Rico-based
Employees except as set forth below:

        5.1 Plan Section 5.3. To the extent permissible under ERISA and the
Code, each contribution made by the Company to the Plan under Plan Section 5.3
with respect to a Puerto Rico-based Participant shall be made only to the extent
that the Company has current or



                                      A-6
<PAGE>

accumulated earnings and profits, as determined under the PR-Code, and is
expressly conditioned on the deductibility of such contribution under Section
1023(n) of the PR-Code for the taxable year for which contributed. If the Puerto
Rico Department of Treasury disallows the deduction, or if the contribution was
made by a mistake of fact, such contribution shall be returned to the Company
within one (1) year after the disallowance of the deduction (to the extent
disallowed), or after the payment of such contribution, respectively. Such
contributions to the Plan by the Company shall be paid to the Trustee not later
than the date for filing the Company's Puerto Rico income tax return for the
taxable year in which such payroll period falls, including any extensions
thereof.

        5.2 Plan Section 5.6. The provisions of Plan Section 5.6 entitled
"Irrevocability" shall be applied by including a corresponding reference to
"PR-Code Section 1165(a)" and "PR-Code Section 1023(n)" in each place "Code
Section 401(a)" and "Code Section 404" appears, respectively

                                     PART VI
                            ACCOUNTS AND ALLOCATIONS

        The provisions of Article VI of the Plan shall apply to all Puerto
Rico-based Employees.

                                    PART VII
                            VESTING IN PLAN ACCOUNTS

        The provisions of Article VII of the Plan shall apply to all Puerto
Rico-based Employees.

                                    PART VIII
                            PAYMENT OF PLAN BENEFITS

        The provisions of Article VIII of the Plan shall apply to all Puerto
Rico-based Employees except as set forth below:

        8.1 Plan Section 8.2(a). Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under Section
8.2 of the Plan, a distributee who is a Puerto Rico-based Participant may
request, at the time and in the manner prescribed by the Committee, to have the
entire portion of a lump-sum distribution from the Plan paid directly to a
"Puerto Rico Eligible Retirement Plan" (as defined below) in a direct rollover.
For purposes of this paragraph, the term "Puerto Rico Eligible Retirement Plan"
means a qualified trust described in Section 1165(a) of the PR-Code and an
individual retirement account or annuity described in Sections 1169(a) and (b)
of the PR-Code, respectively, that accepts the Puerto Rico-based Participant's
eligible rollover distribution.



                                      A-7
<PAGE>

        8.2 Plan Section 8.4. In addition to the provisions of Plan Section 8.4
entitled "Designation of Beneficiary," the following rules shall apply to a
Participant, as defined in Section 2.6 of this Appendix:

                (a) In the event a deceased Participant is not a resident of
        Puerto Rico at the date of his or her death, the Committee, in its
        discretion, may require the establishment of ancillary administration in
        Puerto Rico.

                (b) If the Committee cannot locate a qualified personal
        representative of the deceased Participant, or if administration of the
        deceased Participant's estate is not otherwise required, the Committee,
        in its discretion, may pay the deceased Participant's interest in the
        Trust Fund to his or her heirs at law (determined in accordance with the
        laws of the Commonwealth of Puerto Rico) as they existed at the date of
        the Participant's death.

        8.3 Plan Section 8.5. Notwithstanding Sections 8.5(a)(i), (ii), (iii),
(iv) and (v) of the Plan, a hardship withdrawal of a Puerto Rico-based
Participant under Plan Section 8.5 shall only be permitted on account of:

                (a) A deductible medical expense (within the meaning of Section
        1023(aa)(2)(p) of the PR-Code) incurred by or necessary for the Puerto
        Rico-based Participant, or the Puerto Rico-based Participant's spouse,
        children or dependents;

                (b) Purchase of the Puerto Rico-based Participant's principal
        residence (not including mortgage payments);

                (c) Tuition payments for the next 12 months of post-secondary
        education for the Puerto Rico-based Participant, or the Puerto
        Rico-based Participant's spouse, child or dependents; and

                (d) Rent or mortgage payments to prevent the Puerto Rico-based
        Participant's eviction from or the foreclosure of the mortgage of the
        Puerto Rico-based Participant's principal residence.

In addition, hardship withdrawals of a Puerto Rico-based Participant under Plan
Section 8.5 shall be permitted for such other event as the regulations under the
PR-Code or the Puerto Rico Department of the Treasury may allow.

                The provisions of Plan Section 8.5 entitled "Hardship Withdrawal
Rule" shall be applied by substituting "12-month period" for the "6-month
period" in each place it appears.

                Also, a hardship withdrawal shall be authorized by the Committee
only if the Committee, based on the Puerto Rico-based Participant's
representation and such other facts as are known to the Committee, determines
that the following additional condition is or will be satisfied: The Puerto
Rico-based Participant shall not be permitted to make Before Tax Deposits during
such Puerto Rico-based Participant's taxable year immediately following the
taxable year of the hardship withdrawal that are in excess of the limit
applicable to Before Tax Deposits under the PR-Code for such immediately
following taxable year less the amount of such Puerto Rico-



                                      A-8
<PAGE>

based Participant's Before Tax Deposits for the taxable year in which such
Puerto Rico-based Participant made the hardship withdrawal.

        8.4 Plan Section 8.6(a). Notwithstanding the provisions of Plan Section
8.6(a) entitled "Distribution Rules," in the case of a Puerto Rico-based
Participant in no event shall any benefits under the Plan, including benefits
upon retirement, Severance, or Disability, be paid (or commence to be paid) to a
participant prior to the "Consent Date" (as defined herein) unless the
Participant consents in writing to the payment (or commencement of payment) of
such benefits prior to said Consent Date. As used herein, the term "Consent
Date" shall mean the later of (i) the Participant's 62nd birthday, or (ii) the
Participant's Normal Retirement Age. Notwithstanding the foregoing, the
provisions of this Paragraph shall not apply (i) following the Participant's
death, or (ii) with respect to a lump sum distribution of the vested portion of
a Participant's Accounts if the total amount of such vested portion does not
exceed or has never exceeded $5,000.

        8.5 Plan Section 8.6(c). Notwithstanding the provisions of Plan Section
8.6(c) entitled "Distribution Rules," Section 8.3 of this Appendix or Plan
Section 8.6(b), in the case of a Puerto Rico-based Participant distributions of
the entire vested portion of a Participant's Accounts shall be made no later
than the Participant's Required Beginning Date, or, if such distribution is to
be made over the life of such Participant or over the lives of such Participant
and a Beneficiary (or over a period not extending beyond the life expectancy of
such participant and Beneficiary) then such distribution shall commence no later
than the Participant's Required Beginning Date. Required Beginning Date shall
mean:

                (a) For the period prior to January 1, 1989, April 1 of the
        calendar year following the later of the calendar year in which the
        Participant (i) attains age 70-1/2, or (ii) retires; provided, however,
        the foregoing clause (ii) shall not apply with respect to a Participant
        who is a Five Percent Owner (as defined in Code Section 416(i)) at any
        time during the five Plan Year period ending in the calendar year in
        which the Participant attains age 70-1/2. If the Participant becomes a
        Five Percent Owner during any Plan Year subsequent to the five Plan Year
        period referenced above, the Required Beginning Date under this
        Paragraph (a) shall be April 1 of the calendar year following the
        calendar year in which such subsequent Plan year ends.

                (b) For the period after December 31, 1988, April 1 of the
        calendar year following the calendar year in which the Participant
        attains age 70-1/2; provided, however, if the Participant attains age
        70-1/2 before January 1, 1988 and the Participant was not a Five Percent
        Owner at any time during the Plan Year ending with or within the
        calendar year in which such Participant attains age 66-1/2 or any
        subsequent Plan Year, then this Paragraph (b) shall not apply and the
        Required Beginning Date shall be determined under Paragraph (a) above.

        8.6 Plan Section 8.11(c). The provisions of Plan Section 8.11(c)
entitled "Additional Documents" shall be applied by including reference to
"Puerto Rico" in each place "State or Federal" appears.



                                      A-9
<PAGE>

        8.7 Plan Section 8.12. The provisions of Plan Section 8.12 entitled
"Trustee-Trustee Transfers" shall be applied by including a corresponding
reference to "PR-Code Section 1165" in each place "Code Section 401" appears.

                                     PART IX
                           PLAN ARTICLES IX THROUGH XI

        The provisions of Articles IX through XV of the Plan shall apply to all
Puerto Rico-based Employees.

                                     PART X
                                PLAN ARTICLE XII

                             TERMINATION AND MERGER

        The provisions of Article XII of the Plan shall apply to all Puerto
Rico-based Employees except as follows:

        10.1 Right to Terminate Plan. Notwithstanding any provision of the Plan
to the contrary, the Trustee shall not be required to make any distribution from
the Trust to a Puerto Rico-based Participant in the event the Plan is
terminated, until such time as the Puerto Rico Department of the Treasury shall
have determined in writing that such termination will not adversely affect the
prior qualification of the Plan under the PR-Code.

        10.2 Plan Section 12.2. Any merger or consolidation of the Plan with, or
transfer in whole or in part of the assets and liabilities of the Trust to,
another trust fund as applied to a Puerto Rico-based Participant will be limited
to the extent such other plan and trust are qualified under Section 1165(a) of
the PR-Code.

                                     PART XI
                          PLAN ARTICLES XIII THROUGH XV

        The provisions of Articles XIII through XV of the Plan shall apply to
all Puerto Rico-based Employees.

                                    PART XII
                            MISCELLANEOUS PROVISIONS

        The provisions of Article XVI of the Plan shall apply to all Puerto
Rico-based Employees except as follows:

        12.1 Plan Section 16.5. In addition to the provisions of Plan Section
16.5 entitled "Interpretation," the provisions of the Plan shall be interpreted
in a manner consistent with the Plan satisfying (i) the requirements of PR-Code
Section 1165(a) and related statutes for



                                      A-10
<PAGE>

qualification as a defined contribution plan and (ii) the requirements of
PR-Code Section 1165(e) and related statutes for qualification as a cash or
deferred arrangement to the extent such interpretation would not violate (i) the
requirements of Code Section 401(a) and related statutes for qualification as a
defined contribution plan and (ii) the requirements of Code Section 401(k) and
related statutes for qualification as a cash or deferred arrangement.

        12.2 Plan Section 16.6. In addition to the provisions of Plan Section
16.6 entitled "Withholding for Taxes," any payments from the Trust Fund may be
subject to withholding for taxes as may be required by any applicable Puerto
Rico law.

        12.3 Plan Section 16.7. In addition to the provisions of Plan Section
16.7 entitled "California Law Controlling," the Committee shall determine
whether all legal questions pertaining to the Plan which are not controlled by
ERISA shall be determined in accordance with the laws of the Commonwealth of
Puerto Rico or the laws of the State of California in the case of a Puerto
Rico-based Employee or Participant.



                                      A-11
<PAGE>
                         ADVANCED MEDICAL OPTICS, INC.
                                  401(K) PLAN

                                   APPENDIX B
                  SPECIAL PROVISIONS RELATING TO ALLERGAN STOCK

                                     PART I
                                  INTRODUCTION

        1.1 Purpose of Appendix B. The provisions of this Appendix B shall apply
to Allergan Offers (as defined in Section 5.16(a) of the Plan), the exercise of
the voting rights of the Allergan Stock held by the Trust, the valuation of
Allergan Stock held by the Trust, a stock split, dividend or reorganization or
other recapitalization of Allergan or the issuance of rights, warrants, or
options on Allergan Stock, and with respect to any required put option for
Allergan Stock.

                                     PART II
                                 ALLERGAN OFFERS

        2.1 Certain Offers for Company Stock. Notwithstanding any other
provision of the Plan to the contrary, in the event an Allergan Offer shall be
received by the Trustee, the discretion or authority to sell, exchange or
transfer any of such shares of Allergan Stock shall be determined in accordance
with the following rules:

                (a) The Trustee shall have no discretion or authority to sell,
        exchange or transfer any Allergan Stock pursuant to an Allergan Offer
        except to the extent, and only to the extent, that the Trustee is timely
        directed to do so in writing by each Participant with respect to shares
        of Allergan Stock that are allocated to such Participant's Accounts.

                (b) To the extent there remains any residual fiduciary
        responsibility with respect to Allergan Stock pursuant to an Allergan
        Offer after application of paragraph (a) above, the Trustee shall sell,
        exchange or transfer such Allergan Stock as directed by the Committee or
        as directed by an independent fiduciary if duly appointed by the
        Sponsor. To the extent the Committee or an independent fiduciary is
        required to exercise any residual fiduciary responsibility with respect
        to an Allergan Offer, the Committee or independent fiduciary shall take
        into account in exercising its fiduciary judgment, unless it is clearly
        imprudent to do so, directions timely received from Participants, as
        such directions are most indicative of what action is in the best
        interests of Participants.

                (c) Upon timely receipt of such instructions, the Trustee shall,
        subject to the provisions of paragraphs (e) and (o) of this Section,
        sell, exchange or transfer pursuant to such Allergan Offer, only such
        shares as to which such instructions were given. The Committee shall use
        its best efforts to communicate or cause to be communicated to each
        Participant the consequences of any failure to provide timely
        instructions to the Trustee.



<PAGE>

                (d) In the event, under the terms of an Allergan Offer or
        otherwise, any shares of Allergan Stock tendered for sale, exchange or
        transfer pursuant to such Allergan Offer may be withdrawn from such
        Allergan Offer, the Trustee shall follow such instructions respecting
        the withdrawal of such shares from such Allergan Offer in the same
        manner and the same proportion as shall be timely received by the
        Trustee from the Participants entitled under this paragraph (a) to give
        instructions as to the sale, exchange or transfer of shares pursuant to
        such Allergan Offer.

                (e) In the event that an Allergan Offer for fewer than all of
        the shares of Allergan Stock held by the Trustee in the Trust shall be
        received by the Trustee, each Participant shall be entitled to direct
        the Trustee as to the acceptance or rejection of such Allergan Offer (as
        set forth herein) with respect to the largest portion of such Allergan
        Stock as may be possible given the total number or amount of shares of
        Allergan Stock the Plan may sell, exchange or transfer pursuant to the
        Allergan Offer based upon the instructions received by the Trustee from
        all other Participants who shall timely instruct the Trustee pursuant to
        this paragraph to sell, exchange or transfer such shares pursuant to
        such Allergan Offer, each on a pro rata basis in accordance with the
        maximum number of shares each such Participant would have been permitted
        to direct under paragraph (a) had the Allergan Offer been for all shares
        of Allergan Stock held in the Trust.

                (f) In the event an Allergan Offer is received by the Trustee
        and instructions have been solicited from Participants regarding such
        Offer, and prior to termination of such Allergan Offer, another Allergan
        Offer is received by the Trustee for the Allergan Stock subject to the
        first Allergan Offer, the Trustee shall inform the Committee of such
        other Allergan Offer and the Committee shall use its best efforts under
        the circumstances to solicit instructions from the Participants (i) with
        respect to securities tendered for sale, exchange or transfer pursuant
        to the first Allergan Offer, whether to withdraw such tender, if
        possible, and, if withdrawn, whether to tender any Allergan Stock so
        withdrawn for sale, exchange or transfer pursuant to the second Allergan
        Offer and (ii) with respect to Allergan Stock not tendered for sale,
        exchange or transfer pursuant to the first Allergan Offer, whether to
        tender or not to tender such Allergan Stock for sale, exchange or
        transfer pursuant to the second Allergan Offer. The Trustee shall follow
        all such instructions received in a timely manner from Participants in
        the same manner and in the same proportion as provided in paragraph (a)
        of this Section. With respect to any further Allergan Offer for any
        Allergan Stock received by the Trustee and subject to any earlier
        Allergan Offer (including successive Allergan Offers from one or more
        existing offers), the Trustee shall act in the same manner as described
        above.

                (g) With respect to any Allergan Offer received by the Trustee,
        the Trustee shall inform the Sponsor of such Allergan Offer and the
        Sponsor shall distribute, at its expense, copies of all relevant
        material including but not limited to material filed with the Securities
        and Exchange Commission with such Allergan Offer or regarding such
        Allergan Offer, which shall seek confidential written instructions from
        each Participant who is entitled to respond to such Allergan Offer
        pursuant to paragraph (a). The identities of Participants, the amount of
        Allergan Stock allocated to their Accounts, and the Compensation of each
        Participant shall be determined from the list of Participants



                                      B-2
<PAGE>

        delivered to the Sponsor by the Committee which shall take all
        reasonable steps necessary to provide the Sponsor with the latest
        possible information.

                (h) The Sponsor shall distribute and/or make available to each
        Participant who is entitled to respond to an Allergan Offer pursuant to
        paragraph (a), an instruction form to be used by each such Participant
        who wishes to instruct the Trustee. The instruction form shall state
        that (i) if the Participant fails to return an instruction form to the
        Trustee by the indicated deadline, the Allergan Stock with respect to
        which he or she is entitled to give instructions shall not be sold,
        exchanged or transferred pursuant to such Allergan Offer, (ii) the
        Participant shall be a named fiduciary (as described in paragraph (m)
        below) with respect to all shares of Allergan Stock for which he or she
        is entitled to give instructions, and (iii) the Company acknowledges and
        agrees to honor the confidentiality of the Participant's instructions to
        the Trustee.

                (i) Each Participant may choose to instruct the Trustee in one
        of the following two ways: (i) not to sell, exchange or transfer any
        shares of Allergan Stock for which he or she is entitled to give
        instructions, or (ii) to sell, exchange or transfer all Allergan Stock
        for which he or she is entitled to give instructions. The Sponsor shall
        follow up with additional mailings and postings of bulletins, as
        reasonable under the time constraints then prevailing, to obtain
        instructions from Participants not otherwise responding to such requests
        for instructions. Subject to paragraph (e), the Trustee shall then sell,
        exchange or transfer shares according to instructions from Participants,
        except that shares for which no instructions are received shall not be
        sold, exchanged or transferred unless directed otherwise as provided in
        paragraph (b) above.

                (j) The Sponsor shall furnish former Participants who have
        received distributions of Allergan Stock so recently as to not be
        shareholders of record with the information given to Participants
        pursuant to paragraphs (g), (h) and (i) of this Section. The Trustee
        shall then sell, exchange or transfer shares according to instructions
        from such former Participants, except that shares for which no
        instructions are received shall not be sold, exchanged or transferred.

                (k) Neither the Company, the Committee nor the Trustee shall
        express any opinion or give any advice or recommendation to any
        Participant concerning the Allergan Offer, nor shall they have any
        authority or responsibility to do so.

                (l) The Trustee shall not reveal or release a Participant's
        instructions to the Company, its officers, directors, employees, or
        representatives (or Allergan, its officers, directors, employees, or
        representatives). If some but not all Allergan Stock held by the Trust
        is sold, exchanged, or transferred pursuant to an Allergan Offer, the
        Company, with the Trustee's cooperation, shall take such action as is
        necessary to maintain the confidentiality of Participant's records
        including, without limitation, establishment of a security system and
        procedures which restrict access to Participant records and retention of
        an independent agent to maintain such records. If an independent record
        keeping agent is retained, such agent must agree, as a condition of its
        retention by the Sponsor, not to disclose the composition of any
        Participant Accounts to the Company, its officers, directors, employees,
        or representatives (or Allergan, its officers,



                                      B-3
<PAGE>

        directors, employees, or representatives). The Company acknowledges and
        agrees to honor the confidentiality of Participants' instructions to the
        Trustee.

                (m) Each Participant shall be a named fiduciary (as that term is
        defined in Section 402(a)(2) of ERISA) with respect to Allergan Stock
        allocated to his or her Accounts under the Plan solely for purposes of
        exercising the rights of a shareholder with respect to an Allergan Offer
        pursuant to this Section 2.1 and voting rights pursuant to Section 3.1.

                (n) To the extent that an Allergan Offer results in the sale of
        Allergan Stock in the Trust, the Committee or the Participants, if so
        permitted under the terms of the Plan, shall instruct the Trustee as to
        the investment of the proceeds of such sale.

                (o) In the event a court of competent jurisdiction shall issue
        to the Plan, the Committee, the Sponsor or the Trustee an opinion or
        order, which shall, in the opinion of counsel to the Committee, the
        Sponsor or the Trustee, invalidate, in all circumstances or in any
        particular circumstances, any provision or provisions of this Section
        regarding the determination to be made as to whether or not Allergan
        Stock held by the Trustee shall be sold, exchanged or transferred
        pursuant to an Allergan Offer or cause any such provision or provisions
        to conflict with securities laws, then, upon notice thereof to the
        Committee, the Sponsor or the Trustee, as the case may be, such invalid
        or conflicting provisions of this Section shall be given no further
        force or effect. In such circumstances, the Trustee shall continue to
        follow instructions received from Participants, to the extent such
        instructions have not been invalidated by such order or opinion. To the
        extent the Trustee is required by such opinion or order to exercise any
        residual fiduciary responsibility with respect to such Allergan Offer,
        the Sponsor shall appoint an independent fiduciary who shall exercise
        such residual fiduciary responsibility as provided in paragraph (b)
        above and shall direct the Trustee as to whether or not Allergan Stock
        held by the Trustee shall be sold, exchanged or transferred pursuant to
        such Allergan Offer.

                                    PART III
                            VOTING OF ALLERGAN STOCK

        3.1 Voting of Company Stock. Notwithstanding any other provision of the
Plan to the contrary, the Trustee shall have no discretion or authority to vote
Allergan Stock held in the Trust on any matter presented for a vote by the
stockholders of Allergan, except in accordance with timely directions received
by the Trustee from either the Committee or Participants, depending on who has
the right to direct the voting of such Allergan Stock as provided in the
following provisions of this Section 3.1.

                (a) All Allergan Stock held in the Trust Fund shall be voted by
        the Trustee as the Committee directs in its absolute discretion, except
        as provided in this Section 3.1(a).

                        (i) If Allergan has a registration-type class of
                securities (as defined in Code Section 409(e)(4)), then with
                respect to all corporate matters, each



                                      B-4
<PAGE>

                Participant shall be entitled to direct the Trustee as to the
                voting of all Allergan Stock allocated and credited to his or
                her Accounts.

                        (ii) If Allergan does not have a registration-type class
                of securities, then only with respect to such matters as the
                approval or disapproval of any corporate merger or
                consolidation, recapitalization, reclassification, liquidation,
                dissolution, sale of substantially all assets of trade or
                business, or such similar transactions as may be prescribed in
                Code Section 409(e)(4) and the regulations thereunder, each
                Participant shall be entitled to direct the Trustee as to the
                voting of all Allergan Stock allocated and credited to his or
                her Accounts.

                (b) To the extent there remains any residual fiduciary
        responsibility with respect to the voting of Allergan Stock after
        application of paragraph (a) above, the Trustee shall vote such Allergan
        Stock as directed by the Committee or as directed by an independent
        fiduciary if duly appointed by the Sponsor. To the extent the Committee
        or an independent fiduciary is required to exercise any residual
        fiduciary responsibility with respect to the voting of Allergan Stock,
        the Committee or independent fiduciary shall take into account in
        exercising its fiduciary judgment, unless it is clearly imprudent to do
        so, directions timely received from Participants, as such directions are
        most indicative of what action is in the best interests of Participants.

                (c) All Participants entitled to direct such voting shall be
        notified by Allergan, pursuant to its normal communications with
        shareholders, of each occasion for the exercise of such voting rights
        within a reasonable time before such rights are to be exercised. Such
        notification shall include all information distributed to shareholders
        either by Allergan or any other party regarding the exercise of such
        rights. Such Participants shall be so entitled to direct the voting of
        fractional shares (or fractional interests in shares), provided,
        however, that the Trustee may, to the extent possible, vote the combined
        fractional shares (or fractional interests in shares) so as to reflect
        the aggregate direction of all Participants giving directions with
        respect to fractional shares (or fractional interests in shares). To the
        extent that a Participant shall fail to direct the Trustee as to the
        exercise of voting rights arising under any Allergan Stock credited to
        his or her Accounts, such Allergan Stock shall not be voted unless the
        Trustee is directed otherwise as provided in paragraph (b) above. The
        Trustee shall maintain confidentiality with respect to the voting
        directions of all Participants.

                (d) Each Participant shall be a named fiduciary (as that term is
        defined in Section 402(a)(2) of ERISA) with respect to Allergan Stock
        for which he or she has the right to direct the voting under the Plan
        but solely for the purpose of exercising voting rights pursuant to this
        Section 3.1 or certain Allergan Offers pursuant to Section 2.1.

                (e) In the event a court of competent jurisdiction shall issue
        an opinion or order to the Plan, the Committee, the Sponsor or the
        Trustee, which shall, in the opinion of counsel to the Committee, the
        Sponsor or the Trustee, invalidate under ERISA, in all circumstances or
        in any particular circumstances, any provision or provisions of this
        Section regarding the manner in which Allergan Stock held in the Trust
        shall be voted or



                                      B-5
<PAGE>

        cause any such provision or provisions to conflict with ERISA, then,
        upon notice thereof to the Committee, the Sponsor or the Trustee, as the
        case may be, such invalid or conflicting provisions of this Section
        shall be given no further force or effect. In such circumstances the
        Trustee shall continue to follow instructions received from
        Participants, to the extent such instructions have not been invalidated
        by such order or opinion. To the extent the Trustee is required by such
        opinion or order to exercise any residual fiduciary responsibility with
        respect to voting, the Sponsor shall appoint an independent fiduciary
        who shall exercise such residual fiduciary responsibility as provided in
        paragraph (b) above and shall direct the Trustee as to the manner in
        which Allergan Stock held by the Trustee shall be voted.

                                     PART IV
                          PUT OPTION FOR ALLERGAN STOCK
                       ALLOCATED TO ALLERGAN ESOP ACCOUNTS

        4.1 Put Option for Allergan Stock.

                (a) Solely in the event that a Participant receives a
        distribution from such Participant's Allergan ESOP Account consisting in
        whole or in part of Allergan Stock which at the time of distribution
        thereof is not readily tradable stock within the meaning of Code Section
        409(h), and only to the extent required under Code Section 409(h) or
        4975 or the Treasury Regulations thereunder, then such distributed
        Allergan Stock shall be made subject to a put option in the hands of a
        Qualified Holder (as defined hereinbelow), with such put option to be
        subject to the following provisions:

                        (i) As used herein, the term "Allergan Qualified Holder"
                shall mean the Participant or Beneficiary receiving the
                distribution of such Allergan Stock from such Participant's
                Allergan ESOP Account, any other party to whom such stock is
                transferred by gift or by reason of death, and also any trustee
                of an Individual Retirement Account (as defined under Code
                Section 408) to which all or any portion of such distributed
                Allergan Stock is transferred pursuant to a tax-free "rollover"
                transaction satisfying the requirement of Code Section 402.

                        (ii) During the sixty (60) day period following any
                distribution of such Allergan Stock from such Participant's
                Allergan ESOP Account, an Allergan Qualified Holder shall have
                the right to require the Company to purchase all or any portion
                of said distributed Allergan Stock held by said Allergan
                Qualified Holder. An Allergan Qualified Holder shall exercise
                such right by giving written notice to the Company within the
                aforesaid sixty (60) day period of the number of shares of such
                distributed Allergan Stock that such Allergan Qualified Holder
                intends to sell to the Company. The purchase price to be paid
                for any such Allergan Stock shall be its fair market value
                determined as of the Valuation Date coincident with or
                immediately preceding the date of the distribution.

                        (iii) If an Allergan Qualified Holder shall fail to
                exercise his or her put option right under subparagraph (ii)
                above, such option right shall temporarily



                                      B-6
<PAGE>

                lapse upon the expiration of the sixty (60) day period thereof.
                As soon as is reasonably practicable following the last day of
                the Plan Year in which said sixty (60) day option period
                expires, the Company shall notify each such non-electing
                Allergan Qualified Holder who is then a shareholder of record of
                the valuation of such Allergan Stock as of the most recent
                Valuation Date. During the sixty (60) day period following
                receipt of such valuation notice, any such Allergan Qualified
                Holder shall have the right to require the Company to purchase
                all or any portion of such distributed Allergan Stock. The
                purchase price to be paid therefor shall be based on the
                valuation of such Allergan Stock as of the Valuation Date
                coinciding with or next preceding the exercise of the option
                under this Section 4.1. If an Allergan Qualified Holder fails to
                exercise his or her option right under this subparagraph (iii)
                with respect to any portion of such distributed Allergan Stock,
                no further options shall be applicable under the Plan and the
                Company shall have no further purchase obligations hereunder.

                        (iv) In the event that an Allergan Qualified Holder
                shall exercise a put option under this Section, then the Company
                shall have the option of paying the purchase price of the
                Allergan Stock which is subject to such put option (hereafter
                the "Allergan Option Stock") under either of the following
                methods:

                                (1) A lump sum payment of the purchase price
                        within ninety (90) days after the date upon which such
                        put option is exercised (the "Allergan Exercise Date")
                        or

                                (2) A series of six equal installment payments,
                        with the first such payment to be made within thirty
                        (30) days after the Allergan Exercise Date and the five
                        remaining payments to be made on the five anniversary
                        dates of the Allergan Exercise Date, so that the full
                        amount shall be paid as of the fifth anniversary of such
                        Allergan Exercise Date. If the Company elects to pay the
                        purchase price of the Allergan Option Stock under the
                        installment method provided in this clause (2), then the
                        Company shall, within thirty (30) days after the
                        Allergan Exercise Date, give the Allergan Qualified
                        Holder who is exercising the put option the Company's
                        promissory note for the full unpaid balance of the
                        option price. Such note shall, at a minimum, provide
                        adequate security (if required under applicable
                        regulations), state a rate of interest reasonable under
                        the circumstances (but at least equal to the imputed
                        compound rate in effect as of the Allergan Exercise Date
                        pursuant to the regulations promulgated under Code
                        Sections 483 or 1274, whichever shall be applicable) and
                        provide that the full amount of such note shall
                        accelerate and become due immediately in the event that
                        the Company defaults in the payment of a scheduled
                        installment payment.

                        (v) The put options under subparagraphs (ii) and (iii)
                above shall be effective solely against the Company and shall
                not obligate the Plan in any manner; provided, however, with the
                Company's consent, the Plan may elect to



                                      B-7
<PAGE>

                purchase any Allergan Stock that otherwise must be purchased by
                the Company pursuant to a Allergan Qualified Holder's exercise
                of any such option.

                        (vi) If at the time of any distribution of said Allergan
                Stock it is known that any applicable Federal or State law would
                be violated by the Company's honoring of such a put option as
                provided under this Section, the Company shall designate another
                entity that will honor such put option. Such other entity shall
                be one having a substantial net worth at the time such loan is
                made and whose net worth is reasonably expected to remain
                substantial.

                        (vii) In the event that an Allergan Qualified Holder is
                unable to exercise the put option provided hereunder because the
                Company (or other entity bound by such put option) is prohibited
                from honoring it by reason of any applicable Federal or State
                law, then the sixty (60) day option periods during which such
                put option is exercisable under subparagraphs (ii) and (iii)
                shall not include any such time during which said put option may
                not be exercised due to such reason.

                        (viii) Except as is expressly provided hereinabove with
                respect to any distributed Allergan Stock that is readily
                tradable stock within the meaning of Code Section 409(h), no
                Participant shall have any put option rights with respect to
                Allergan Stock distributed under the Plan, and neither the
                Company nor the Plan shall have any obligation whatsoever to
                purchase any such distributed Allergan Stock from any
                Participant or other Allergan Qualified Holder.

                        (ix) At the time of distribution of Allergan Stock that
                is not readily tradable stock within the meaning of Code Section
                409(h), to a Participant or Beneficiary, the Company shall
                furnish to such Participant or Beneficiary the most recent
                annual certificate of value prepared by the Company with respect
                to such Stock. In addition, the Company shall furnish to such
                Participant or Beneficiary a copy of each subsequent annual
                certificate of value until the put options provided for in this
                Section with respect to such distributed Allergan Stock shall
                expire.

                (b) Notwithstanding any other provisions of the Plan regarding a
        Participant's right to exercise a put option, the put option described
        in paragraph (a) above shall be subject to the following additional
        provisions:

                        (i) If the distribution constitutes a Total Distribution
                (as defined below), in the event that an Allergan Qualified
                Holder exercises a put option under this Section, then the
                Company shall have the right to pay the purchase price of the
                Allergan Option Stock under either of the following methods:

                                (1) A lump sum payment of the purchase price
                        within thirty (30) days after the Exercise Date; or

                                (2) A series of five substantially equal annual
                        payments with the first such payment to be made within
                        thirty (30) days after the Exercise



                                      B-8
<PAGE>

                        Date. If the Company elects to pay the purchase price of
                        the Allergan Option Stock under the installment method
                        provided in this clause (2), then the Company shall,
                        within 30 days after the Exercise Date, give the
                        Allergan Qualified Holder who is exercising the put
                        option the Company's promissory note for the full unpaid
                        balance of the option price. Such note shall, at a
                        minimum, provide adequate security, state a rate of
                        interest reasonable under the circumstances (but at
                        least equal to the imputed compound rate in effect as of
                        the Exercise Date pursuant to the regulations
                        promulgated under Code Sections 483 or 1274, whichever
                        shall be applicable) and provide that the full amount of
                        such note shall accelerate and become due immediately in
                        the event that the Company defaults in the payment of a
                        scheduled installment payment.

                        (ii) If the distribution does not constitute a Total
                Distribution (as defined below) in the event that an Allergan
                Qualified Holder exercises a put option under this Section, then
                the Company shall pay the purchase price of the Allergan Option
                Stock in a lump sum within thirty (30) days after the Exercise
                Date.

                For purposes of this Section, "Total Distribution" shall mean a
        distribution to a Participant (or his or her Beneficiary, if applicable)
        within one taxable year of such recipient of the entire balance to the
        credit of the Participant.

                (c) The foregoing provisions of this Section shall be
        interpreted and applied in accordance with all applicable requirements
        of Code Section 409(h) and the regulations issued thereunder, and shall
        apply only to distributions of Allergan Stock from a Participant's
        Allergan ESOP Account.

                                     PART V
                   OTHER PROVISIONS RELATING TO ALLERGAN STOCK

        5.1 Allergan Stock. The provisions of Appendix B shall apply for
purposes of the valuation of Allergan Stock held by the Trust, or in the event
of a stock split, dividend or reorganization or other recapitalization of
Allergan or any rights, warrants, or options are issued on Allergan Stock.

        5.2 Valuation of Allergan Stock Allergan Stock held by the Trust shall
be valued according to the following rules:

                (a) In the case of Allergan Stock that is publicly traded on a
        national securities exchange, such stock shall be valued by reference to
        the closing price of such stock on such exchange on the last trading day
        of the month for which such stock is being valued.

                (b) In the case of Allergan Stock that is not publicly traded on
        a national securities exchange, such stock shall be valued as of the
        first day of each Plan Year, or



                                      B-9
<PAGE>

        such other time as established by the Committee, by determining the fair
        market value of such stock through the use of an independent appraiser.
        Such fair market valuation shall be used to determine the valuation of
        each Participant's Accounts on each Valuation Date in such Plan Year
        pursuant to Section 6.4.

        5.3 Dividends, Splits, Recapitalizations, Etc. Any Allergan Stock
received by the Trustee as a stock split, dividend, or as a result of a
reorganization or other recapitalization of the Company shall be allocated in
the same manner as the Allergan Stock to which it is attributable is then
allocated.

        5.4 Stock Rights, Warrants or Options.

                (a) In the event any rights, warrants, or options are issued on
        Allergan Stock held in the Trust Fund, the Trustee may exercise them for
        the acquisition of additional Allergan Stock as directed by the
        Committee to the extent that cash is then available in the Allergan
        Stock Fund.

                (b) Any Allergan Stock acquired in this fashion shall be treated
        as Allergan Stock purchased by the Trustee for the net price paid and
        shall be allocated in the same manner as the funds used to purchase the
        Allergan Stock were or would be allocated under the provisions of the
        Plan. Thus, if the funds used consisted of funds previously allocated to
        the Accounts, the stock would be allocated in the manner in which the
        Accounts or subaccounts are debited and credited.

                (c) Any rights, warrants, or options on Allergan Stock which are
        not exercised may, as directed by the Committee, be sold by the Trustee
        and the proceeds allocated in accordance with the source of the Allergan
        Stock with respect to which the rights, warrants, or options were issued
        in accordance with rules of paragraph (b) above.

        5.5 Cash Dividends.

                (a) All cash dividends paid to the Trustee with respect to
        Allergan Stock that has been allocated to a Participant's Account as of
        the quarterly date on which the dividend is received by the Trustee
        shall be allocated to the Participant's Account.

                (b) If a Participant (or Beneficiary) has a current right to a
        distribution in Allergan Stock pursuant to Article VIII and such stock
        has not yet been re-registered in the name of the Participant (or
        Beneficiary) as of the record date of any dividend on such stock, such
        dividend shall be distributed to the Participant (or Beneficiary).

                (c) Cash dividends on such shares shall not be used to purchase
        additional shares of Allergan Stock, and shall be invested in the other
        investment funds under the Plan in accordance with Section 5.5 of the
        Plan.



                                      B-10