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                                                                   EXHIBIT 10.57

                        TRANSFER AGENT SERVICES AGREEMENT



        This Transfer Agent Services Agreement ("Agreement"), dated as of
October _7_, 2005, by and between Allergan, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Corporation"), and
Wells Fargo Bank, National Association, a national banking association
("Transfer Agent"), is for the purpose of performing the services described
herein.

                                   WITNESSETH:

WHEREAS, the Corporation desires that certain services be provided by the
Transfer Agent with regard to the issuance, transfer and registration of
securities of the Corporation;

WHEREAS, the Transfer Agent is engaged in the business of providing services for
issuers of securities and seeks to provide such services to the Corporation; and

WHEREAS, the parties hereto desire to set forth the terms and conditions for the
providing of services by the Transfer Agent to the Corporation.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:

I.      ISSUANCE OF SECURITIES

        For the issuance of securities of the Corporation of the class or
        classes designated in the attached Resolution of Appointment (See
        attached Exhibit H for form of Resolution of Appointment), the Transfer
        Agent is authorized and directed to issue such number of shares of the
        Corporation as may be authorized for issuance from time to time upon
        receiving from the Corporation:

        a.      Written instructions as to the issuance from an authorized
                officer of the Corporation.

        b.      A copy of resolutions of the Board of Directors establishing the
                authority of the Transfer Agent to serve as Transfer Agent,
                Registrar, Rights Agent, and Dividend Disbursing Agent, and such
                additional functions, as the case may be, certified by the
                Secretary or Assistant Secretary of the Corporation.

        c.      A copy of the Certificate of Incorporation with subsequent
                amendments or a current composite copy of the Certificate of
                Incorporation certified by the Secretary of State of
                Incorporation.

        d.      A certified copy of any order, consent, decree or other
                authorization that may relate to the issuance of the new or
                additional stock of the Corporation.

        e.      An opinion of the Corporation's counsel (substantially in the
                form of Exhibit I) as to the due authorization and issuance of
                such stock, the registration (stating effective date thereof) of
                such stock under the Securities Act of 1933



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                (as amended) and the Securities Exchange Act of 1934 (as
                amended), or, if exempt from registration, the applicable
                section of the Act and the basis of such exemption, and that the
                order or consent of no governmental or regulatory authority
                other than that provided to the Transfer Agent is required in
                connection with the issuance of new or additional stock or, if
                no such order or consent is required, a statement to that
                effect. The opinion should also indicate whether it is necessary
                that the stock bear a restrictive legend and the wording of the
                legend or a statement to the effect that all shares to be issued
                are freely transferable upon presentation to the Transfer Agent
                for that purpose.

        f.      Such further documents as the Transfer Agent may reasonably
                request.

II.     AUTHORIZED OFFICERS

        Specimen signatures of the officers of the Corporation authorized to
        sign such securities together with specimen certificates shall be
        provided to the Transfer Agent to be used by it for the purpose of
        comparison. The Transfer Agent shall be protected and held harmless in
        recognizing and acting upon any signature or certificates believed by it
        in good faith to be genuine. When any officer of the Corporation shall
        no longer be vested with the authority to sign securities for the
        Corporation, a written notice thereof shall immediately be given to the
        Transfer Agent and until receipt of such notice such Transfer Agent
        shall be fully protected and held harmless in recognizing and acting
        upon the securities bearing the signature of such officer or any
        signature believed by it in good faith to be such genuine signature.

        The Transfer Agent shall not be charged with notice of any change in the
        officers of the Corporation until notice of such change shall be given
        in writing by the Corporation to the Transfer Agent.

        In the event any officer of the Corporation who shall have signed blank
        stock certificates (or whose facsimile signature shall have been used)
        shall die, resign or be removed prior to the issuance of such
        certificates, the Transfer Agent in its capacity as Transfer Agent or
        Registrar, may issue or register such stock certificates as the stock
        certificates of the Corporation, notwithstanding such death, resignation
        or removal, unless specifically directed to the contrary by the
        Corporation in writing.

III.    TRANSFER OF STOCK

        The Transfer Agent is authorized and directed to make transfers from
        time to time upon the books of the Corporation.

        Shares of stock, in either certificate or book entry form, will be
        transferred or exchanged upon the surrender of the old shares in form
        reasonably deemed by the Transfer Agent to be properly endorsed for
        transfer, accompanied by such documents as the Transfer Agent may deem
        necessary to evidence the authority of the person making the transfer.
        The Transfer Agent reserves the right to refuse to transfer shares until
        it has received reasonable assurance that each



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        necessary endorsement is genuine and effective and that the assignment
        of the shares is legally valid and genuine. For that purpose, Transfer
        Agent may require an acceptable guaranty of the signature of the person
        signing and appropriate assurance of authority to do so. The Transfer
        Agent may rely upon the Uniform Commercial Code, applicable law or
        regulation, and generally accepted industry practice in effecting
        transfers, or in delaying or refusing to effect transfers.

        Transfer Agent shall be fully protected and held harmless in recognizing
        and acting upon written instructions bearing the signature of an
        authorized officer of the Corporation believed by it in good faith to be
        a genuine signature.

        The Corporation will at all times advise the Transfer Agent of any and
        all stop transfer notices or adverse claims lodged against shares of the
        Corporation and further, will notify the Transfer Agent when any such
        notices or claims have expired or been removed. The Transfer Agent is
        not otherwise responsible for stop transfer notices or adverse claims
        from either the Corporation or third parties unless it has received
        actual written notice.

IV.     LOST SECURITIES

        In the event that certificates for shares of the Corporation shall be
        represented to have been lost, stolen or destroyed (hereinafter called
        the Old Certificate), the Transfer Agent upon being furnished with an
        indemnity bond (naming the Corporation and the Transfer Agent as
        obligees therein) in such form and amount and with such surety as shall
        be satisfactory to it, is authorized to countersign a new certificate or
        certificates for the number of shares of the Corporation represented by
        the Old Certificate.

V.      RECORDKEEPING

        The Transfer Agent is authorized and directed to maintain records
        showing the name and address of, and the number of securities issued to
        each holder of said securities together with such other records as the
        Transfer Agent may deem necessary or advisable to discharge its duties
        as set forth herein.

        Upon at least two (2) Business Days' prior written notice to the
        Transfer Agent, the Corporation or its attorney or agent may inspect and
        examine, at any time during ordinary business hours, any shareholder
        account records of the Corporation in the possession of the Transfer
        Agent. The Corporation shall pay any actual out-of-pocket costs and
        expenses incurred by the Transfer Agent, including photocopying costs,
        in connection with the inspection.

        In case of any request or demand for the inspection of the stock records
        of the Corporation or any other records in the possession of the
        Transfer Agent, the Transfer Agent will notify the Corporation for
        instructions permitting or refusing such inspection. The Transfer Agent
        reserves the right to permit the inspection of the stock records or
        other records by a requesting party, if it is advised by its counsel
        that such inspection is required by applicable law or regulation.



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        Subject to applicable law and regulation, the Transfer Agent shall
        maintain in a retrievable database electronic records of all cancelled
        or destroyed stock certificates which have been canceled or destroyed by
        the Transfer Agent. The Transfer Agent shall maintain such electronic
        records for the time period required by applicable law and regulation.
        Upon written request of the Corporation (and at the expense of the
        Corporation), the Transfer Agent shall provide to the Corporation or its
        designee copies of such electronic records relating to stock
        certificates cancelled or destroyed by the Transfer Agent.


VI.     RESPONSIBILITIES, INDEMNITIES, AND COMPENSATION HEREUNDER

        The Transfer Agent may conclusively rely and act or refuse to act
        without further investigation upon any list, instruction, certification,
        authorization, stock certificate or other instrument or paper believed
        by it in good faith to be genuine and unaltered, and to have been
        signed, countersigned or executed by any duly authorized person or
        persons, or upon the instruction of any officer of the Corporation or
        the advice of counsel for the Corporation, or counsel for the Transfer
        Agent. The Transfer Agent may make any transfer or registration of
        ownership for such shares which is believed by it in good faith to have
        been duly authorized or may refuse to make any such transfer or
        registration if in good faith the Transfer Agent deems such refusal
        necessary in order to avoid any liability upon either the Corporation or
        itself.

        If the Transfer Agent is replacing or succeeding a prior transfer agent
        or recordkeeper, the Corporation shall provide a Corporation's Final
        Balancing Report (See sample format in Exhibit E) and the prior transfer
        agent shall provide a Prior Transfer Agent Final Balancing Report (See
        sample format in Exhibit F), which will contain information about shares
        outstanding, unresolved discrepancies, and such other information as the
        Transfer Agent shall request.

        The Transfer Agent may conclusively and in good faith rely upon the
        records and information provided to it by the Corporation and its prior
        transfer agent or recordkeeper without independent review and shall have
        no responsibility or liability for the accuracy or inaccuracy of such
        records and information.

        The Corporation shall defend, indemnify and hold harmless the Transfer
        Agent from and against any and all losses, costs, claims, damages,
        suits, judgments, penalties, liabilities, and expenses, including
        reasonable attorney's fees, which it may suffer or incur (a) relating to
        claims of third parties arising from the services described in this
        Agreement, (b) by reason of any act or omission of the Corporation,
        including any act or omission of a prior transfer agent of the
        Corporation, and (c) by reason of any action or non-action by the
        Transfer Agent in accordance with this Agreement; provided, however, the
        Corporation is not obligated to defend, indemnify and hold harmless the
        Transfer Agent from and against any liabilities to the extent they are
        caused by the gross negligence or willful misconduct of the Transfer
        Agent.

        In no event shall the Transfer Agent or its directors, officers, agents
        and employees be liable for any special, indirect or consequential
        damages from any



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        action taken or omitted to be taken by it or them hereunder or in
        connection herewith even if advised of the possibility of such damages.
        These indemnification provisions shall survive any termination of
        services under this Agreement, including resignation or removal of the
        Transfer Agent.

        The Transfer Agent may, in connection with the services described in
        this Agreement, engage subcontractors, agents, or attorneys-in-fact,
        provided the same shall have been selected with reasonable care. The
        Transfer Agent is authorized by the Corporation to execute all
        agreements, appoint agents or sub-agents and do all other acts deemed
        necessary to carry out the general purposes of this Agreement.

        The Transfer Agent may consult with counsel of its choice, and any
        opinion of such counsel shall be full and complete authorization and
        protection to the Transfer Agent with respect to any action taken or
        omitted by it in good faith, in reliance upon such opinion, in
        connection with the performance of its duties or obligations as Transfer
        Agent, Registrar or Dividend Disbursing Agent. The Corporation agrees to
        reimburse the Transfer Agent for all reasonable expenses, disbursements
        and counsel fees (including reasonable expenses and disbursements of
        counsel) incurred with respect thereto.

        The Corporation agrees that the Transfer Agent shall be paid fees for
        its services and reimbursed for expenses in accordance with the attached
        fee schedule (See attached Fee Schedule - Exhibit G), which may be
        updated by the Transfer Agent from time to time. Requests for payment of
        fees and expenses shall be submitted in the form of a written invoice.
        The Corporation will send payments for all undisputed invoices within
        thirty (30) days of receipt of invoice or within forty-five (45) days if
        paid by electronic funds transfer. Transfer Agent's fee schedule may be
        revised to reflect cost increases due to (i) changes mandated by legal
        or regulatory requirements, or (ii) cost increases due to additional
        services requested by the Corporation that are not provided by Transfer
        Agent to its customers generally without charging fees.

        The Transfer Agent will, at its own expense, maintain in full force and
        effect at all times during the term of this appointment insurance in
        amounts with standard coverage and subject to deductibles as is
        customary for insurance typically maintained by depository institutions
        or trust companies which act as transfer agent. The Transfer Agent
        shall, upon written request, provide to the Corporation a certificate of
        insurance certifying that such policy or certificate is in full force
        and effect.

        The Transfer Agent will not have any liability for failure to perform or
        delay in performing duties set forth herein if the failure or delay is
        due to an event of force majeure. An event of force majeure is an event
        or condition beyond the Transfer Agent's control including, but not
        limited to acts of God, natural disaster, civil unrest, state of war,
        fire, power failure, equipment failure, act of terrorism, or similar
        events beyond the Transfer Agent's control. The Transfer Agent will make
        reasonable efforts to prevent performance delays or disruptions in the
        event of such occurrences.



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        Nothing in this Agreement shall be construed to give any person or
        entity other than the Transfer Agent and the Corporation, and their
        successors and assigns, any legal or equitable right, remedy or claim
        under this Agreement. This Agreement shall be for the sole and exclusive
        benefit of the Transfer Agent and the Corporation.


VII.    DIVIDEND DISBURSEMENT

        The Transfer Agent, when appointed as Dividend Disbursing Agent by
        resolution of the Corporation, will pay dividends for the shares of the
        Corporation for which it now or hereafter may be acting as Transfer
        Agent and Registrar, upon written notice by an officer of the
        Corporation advising the Transfer Agent of a declaration of a dividend,
        and the payment to the Transfer Agent of the necessary funds with which
        to pay the dividend, in currently available funds at least one business
        day before each dividend payable date.

        The Corporation agrees to deposit good and collected funds with the
        Transfer Agent, such that the collected balance available to the
        Transfer Agent is sufficient to cover the amount of the dividend to be
        paid. Neither party intends the Transfer Agent to make a loan to the
        Corporation. The Transfer Agent shall have no obligation to pay the
        dividend until the Corporation has provided sufficient collected and
        immediately available funds to the Transfer Agent.

        The Transfer Agent is authorized to draw and deliver from time to time
        new checks for the payment of dividends to take the place of checks
        theretofore drawn but not presented for payment, when such checks are
        represented by the payees to have been lost, mislaid or destroyed, and
        not to have been endorsed or negotiated, and the Transfer Agent stops
        payment of such original check with its financial institution. Unclaimed
        funds shall remain in designated disbursement accounts until such time
        as they are claimed by the shareholder or their representative, or until
        the Corporation, subject to applicable law and regulation, provides
        further direction as to their disposition.


VIII.   CONSENT TO USE OF LOGO

        Transfer Agent agrees that without the prior written consent of
        Corporation, it will not:



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                (i) use the name, logos, service marks, or trademarks of
                Corporation, or
                (ii) reveal the existence or terms and conditions of this
                Agreement, or that Transfer Agent is providing goods and/or
                services to Corporation.

        The provisions of this section apply to any disclosure to a third party,
        including but not limited to, advertising, publicity releases, websites,
        sales presentations, marketing materials, publications, correspondence,
        and announcements. Requests for Corporation consent must be submitted
        pursuant to the Notices provisions herein. Corporation may revoke any
        consent given under this section at any time, upon notice to the
        Transfer Agent.

        Notwithstanding the preceding, upon prior written notice to Corporation,
        Transfer Agent may make any disclosure specifically required by
        applicable law or regulation.

        Corporation grants the Transfer Agent, a revocable limited license to
        use the Corporation's logo ("Logo") in connection with the Transfer
        Agent's use of any of electronic images and print images, including but
        not limited to the Wells Fargo Shareowner Services website, proxy
        website, statements, proxies, envelopes, and checks. Corporation will
        supply its Logo to the Transfer Agent as an electronic file or in
        another mutually acceptable format. The Logo will not be used in any
        manner that could reasonably be considered as an endorsement by the
        company of the Transfer Agent without the Corporation's prior written
        consent.

        Corporation grants the Transfer Agent permission to make copies of the
        Corporation's DRIP/DDP brochure/prospectus for the plan(s) managed by
        Transfer Agent and to display those copies on Transfer Agent's Internet
        website. The Transfer Agent agrees to discontinue use of the Logo within
        30 days after receiving written notice from Corporation that permission
        to use the Logo has been terminated.


IX.     UNCLAIMED PROPERTY ADMINISTRATION

        The Transfer Agent will provide unclaimed property reporting services
        for abandoned share certificates and related cash dividends, which may
        be deemed abandoned or otherwise subject to applicable unclaimed
        property law or regulation. Such services may include preparation of
        unclaimed property reports, delivery of abandoned property to various
        states, completion of required due diligence notifications, responses to
        inquiries from owners, and such other services as may reasonably be
        necessary to comply with applicable unclaimed property law or
        regulation.

        The Corporation shall assist the Transfer Agent and provide such
        cooperation as may reasonably be necessary in the performance of the
        services hereunder including delivery to the Transfer Agent of any and
        all such unclaimed property which may not otherwise be in the Transfer
        Agent's possession.



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<PAGE>

        The Transfer Agent shall assist the Corporation in responding to
        inquiries from administrators of state unclaimed property law or
        regulation regarding reports filed on the Corporation's behalf or in
        response to requests to confirm the name of a reclaiming owner. The
        Transfer Agent shall exercise reasonable efforts to obtain release
        agreements from the various states offering such release agreements with
        respect to reports and abandoned property delivered to them and
        indemnification agreements from those states willing to provide them.

        The Transfer Agent, or its duly appointed agent, shall timely remit
        unclaimed shares and cash of the Corporation to the appropriate state or
        jurisdiction, as provided for under applicable unclaimed property law or
        regulation. The Transfer Agent shall provide such reports regarding
        unclaimed property services hereunder as the Corporation may reasonably
        request from time to time.

        If the Corporation elects not to have the Transfer Agent provide
        unclaimed property services as described herein, the Corporation shall
        give the Transfer Agent written notice of such election, and include in
        such notice: a) acknowledgment by the Corporation that failure to report
        unclaimed property may result in the assessment of interest and
        penalties by the states against the Corporation; and b) statement
        releasing the Transfer Agent from any liability for such penalties and
        interest that may be assessed against the Corporation. See attached
        Exhibit C for a sample of such notice.


X.      LOST SECURITY HOLDER SEARCH SERVICES

        Pursuant to Securities and Exchange Commission ("SEC") rules (See SEC
        Rule 240.17Ad/Ad-17, as amended), the Transfer Agent is required to
        provide the following services regarding lost security holder accounts,
        which together constitute Standard Search Services:

        -       Conduct a national database search between three and twelve
                months after a lost security holder account is identified.
        -       If the first national database search is not successful in
                locating the holder, conduct a second search between six and
                twelve months later.
        -       Report to the SEC in required transfer agent filings,
                information about the age of lost security holder accounts and
                amounts escheated to the various states.

        Exceptions to the SEC search requirements include:

        -       Deceased shareholders
        -       Shareholders that are not natural persons (e.g., corporations,
                partnerships)
        -       Cases where the value of all amounts due to the security holder
                (market value of the security, plus dividends and interest
                payable) are less than $25



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<PAGE>

        Transfer Agent reserves the right to conduct additional searches,
        including searches for heirs of deceased holders, which constitute Deep
        Search Services.

        Transfer Agent reserves the right to work with service providers,
        contractors, or agents, to conduct national database searches to locate
        lost security account holders, or their beneficiaries or survivors,
        using Standard Search Services and Deep Search Services. The Corporation
        agrees to reimburse the Transfer Agent for reasonable fees and expenses
        incurred by the Transfer Agent in the course of providing the referenced
        search services. The referenced fees and expenses may be assessed
        periodically by the Transfer Agent in accordance with the services
        provided. (See attached Fee Schedule - Exhibit G.)

        The Corporation hereby agrees to be enrolled in the referenced search
        services, to be conducted by the Transfer Agent, or its service
        providers, contractors or agents. Fees and expenses are subject to
        change, and the Corporation will receive written notification from the
        Transfer Agent in advance of such changes.

        In the event that the Corporation determines that the Deep Search
        Services should not be conducted, the Corporation shall give the
        Transfer Agent written notice of such election. See attached Exhibit D
        for a sample of such notice.


XI.     CONFIDENTIAL INFORMATION

(a)     Transfer Agent and Corporation acknowledge that during the course of
        this Agreement, the parties hereto may make confidential data available
        to each other or may otherwise obtain proprietary or confidential
        information regarding the Corporation, its shareholders, or Transfer
        Agent (collectively, hereinafter "Confidential Data"). Confidential Data
        includes all information not generally known or used by others and which
        gives, or may give the possessor of such information an advantage over
        its competitors or which could cause Corporation or Transfer Agent
        injury, loss of reputation or goodwill if disclosed. Such information
        includes, but is not necessarily limited to, data or information which
        identifies past, current or potential customers, shareholders, business
        practices, financial results, research, development, systems and plans;
        and/or certain information and material identified by Corporation or
        Transfer Agent as "Proprietary" or "Confidential"; and/or data Transfer
        Agent furnishes to Corporation from Transfer Agent's database; and/or
        data received from Corporation and enhanced by Transfer Agent.
        Confidential Data may be written, oral, recorded, or maintained on other
        forms of electronic media. Because of the sensitive nature of the
        information that Corporation or Transfer Agent and its employees or
        agents may obtain as a result of this Agreement, the intent of the
        parties is that these provisions be interpreted as broadly as possible
        to protect Confidential Data.

(b)     Transfer Agent acknowledges that all Confidential Data furnished by
        Corporation is considered proprietary and strictly confidential.
        Transfer Agent also acknowledges that the unauthorized use or disclosure
        of any Confidential Data may cause irreparable harm to Corporation.
        Accordingly, Transfer Agent agrees



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        that Corporation shall be entitled to equitable relief, including
        injunctive relief, in addition to all other remedies available at law
        for any threatened or actual breach of this Agreement or any threatened
        or actual unauthorized use or disclosure of Confidential Data.
        Corporation agrees that the provisions and remedies of this section
        shall also apply to Confidential Data received by Corporation relating
        to Transfer Agent.

(c)     Transfer Agent will employ the same security measures to protect
        Confidential Data received from Corporation that it would employ for its
        own comparable confidential information (but in no event less than a
        reasonable degree of care in handling Confidential Data). Without
        limiting the foregoing, Transfer Agent further agrees, subject to
        applicable law and regulations, that: (i) Confidential Data shall not be
        distributed, disclosed, or conveyed to any third party except by prior
        written approval of Corporation; (ii) no copies or reproductions shall
        be made of any Confidential Data, except as needed to provide the
        services described in this Agreement; and (iii) Transfer Agent shall not
        use any Confidential Data for its own benefit or for the benefit of any
        third party.

(d)     Except as prohibited by applicable law or regulation, Transfer Agent
        shall promptly notify Corporation in writing of any subpoena, summons or
        other legal process served on Transfer Agent for the purpose of
        obtaining Confidential Data (i) consisting of a shareholder list, such
        as an identified class of Corporation shareholders, or (ii) relating to
        significant regulatory action or litigation that would have a material
        effect on the performance of the Transfer Agent or corporate status of
        Corporation. In such cases, Corporation shall have a reasonable
        opportunity to seek appropriate protective measures; provided, however,
        that this subsection shall not require Transfer Agent to notify
        Corporation of its receipt of any subpoena, summons or other legal
        process seeking Confidential Data for a single shareholder or group of
        related shareholders in connection with routine tax levies or other
        routine third party litigation involving a shareholder. Corporation will
        indemnify Transfer Agent for all reasonable expenses incurred by
        Transfer Agent in connection with determining the lawful release of the
        Confidential Data.

(e)     The obligations set forth in paragraphs (a) through (d) above shall not
        apply to:

        (i)     any disclosure specifically authorized in writing by
                Corporation;
        (ii)    any disclosure required by applicable law or regulation,
                including pursuant to a court order; or
        (iii)   Confidential Data which:
                (1)     has become public without violation of this Agreement;
                        or
                (2)     was disclosed to Transfer Agent by a third party not
                        under an obligation of confidentiality to Corporation;
                        or
                (3)     was independently developed by Transfer Agent not
                        otherwise in violation or breach of this Agreement or
                        any other obligation of Transfer Agent to Corporation;
                        or
                (4)     was rightfully known to Transfer Agent prior to entering
                        into this Agreement.



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<PAGE>

(f)     The obligations of each party set forth in paragraphs (a) through (e)
        above shall survive termination or assignment of this Agreement.

XII.    RESIGNATION OR REMOVAL

        The Transfer Agent may resign upon 30 days advance written notice of
        termination to the Corporation. The Corporation may remove the Transfer
        Agent as Transfer Agent, Registrar, Rights Agent, and/or Dividend
        Disbursing Agent, as the case may be, upon 30 days advance written
        notice of termination to the Transfer Agent, which notice shall include
        a certified copy of a resolution of the Board of Directors of the
        Corporation. Such removal shall become effective upon receipt by the
        Transfer Agent of a certified copy of such resolution and upon the
        payment of all amounts due the Transfer Agent, including any outstanding
        fees and expenses, up to and including the removal date in connection
        with the services provided hereunder. The Corporation agrees that any
        blank stock certificates shall either be delivered directly to a
        banknote printer to oversilver the name of the Transfer Agent, or
        destroyed, as directed by the Corporation. The Corporation agrees to pay
        the cost of oversilvering and delivering blank stock certificates, and
        imprinting the name of the successor Transfer Agent thereon.

        Upon the effective date of a resignation or removal in accordance with
        the provisions noted above, the Transfer Agent shall deliver, at the
        expense of the Corporation, to the Corporation, or to a successor
        transfer agent as directed in writing by the Corporation, all records of
        the Corporation in the possession of the Transfer Agent, with the
        exception of any blank stock certificates, as discussed in the paragraph
        directly above.

        In the event that either party shall cease conducting business in the
        normal course, become insolvent, or is the subject of a petition in
        bankruptcy and such petition is not dismissed within sixty (60) days
        from its filing, then at the option of the other party, this Agreement
        shall terminate immediately upon written notice received from the
        terminating party. Upon termination of this Agreement, each party shall,
        subject to applicable law and regulation, promptly return to the other,
        all papers, materials and other property of the other held by each.


XIII.   MERGER OR CONSOLIDATION

        Any company into which the business of the Transfer Agent may be merged,
        consolidated or converted, or any company resulting from any merger,
        conversion or consolidation to which it shall be a party, shall be the
        successor Transfer Agent, Registrar, Rights Agent, and/or Dividend
        Disbursing Agent, as the case may be, without the execution or filing of
        any paper or the performance of any further act, anything herein to the
        contrary notwithstanding.


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<PAGE>

XIV.    NOTICES

        All notices to be given by one party to the other under this Agreement
        shall be in writing and shall be sufficient if made to such party at
        their respective address set forth below by:

                (i) personal delivery (including delivery by any commercial
                delivery service);
                (ii) registered or certified mail, postage prepaid, return
                receipt requested; or
                (iii) facsimile transmission ("Fax");

        If notice to the Corporation, to the address specified by the
        Corporation in the appointment documentation listed in Exhibit A.

        If notice to the Transfer Agent:

               Wells Fargo Shareowner Services
               Attn: Manager of Account Administration
               161 North Concord Exchange
               South St. Paul, Minnesota  55075-1139

               Facsimile:    651-552-6942

        These addresses may be changed by giving written notice to the other
        party.

        All notices and communications hereunder shall be in writing and shall
        be deemed to have been duly given if mailed, by registered or certified
        mail, return receipt requested, or, if by other means, including
        facsimile capable of transmitting or creating a written record directly
        to the office of the recipient, when received by the recipient party at
        the address shown above, or at such other addresses as may hereafter be
        furnished to the parties by like notice. Any such demand, notice or
        communication hereunder shall be deemed to have been received on the
        date received at the premises of the addressee (as evidenced, in the
        case of registered or certified mail, by the date noted on the return
        receipt, or in the case of facsimile, the date noted on the confirmation
        of such transmission).


XV.     GOVERNING LAW

        This Agreement shall be construed, performed and enforced in accordance
        with, and governed by, the laws of the State of Minnesota.



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<PAGE>

XVI.    AMENDMENT; ENTIRE AGREEMENT; SEVERABILITY

        This Agreement may be amended or modified only by a written document
        authorized, executed and delivered by the Corporation and the Transfer
        Agent. Such document may be in the form of a resolution of the
        Corporation adopting a written amendment approved by the Transfer Agent.

        This Agreement, together with the exhibits and schedules referred to
        herein or delivered pursuant hereto, constitute the entire agreement and
        understanding of the parties with respect to the matters and
        transactions contemplated by this Agreement and supersede any prior
        agreement and understandings with respect to those matters and
        transactions. Each provision and agreement herein shall be treated as
        separate and independent from any other provision or agreement herein
        and shall be enforceable notwithstanding the unenforceability of any
        such other provision or agreement.

IN WITNESS WHEREOF, the Corporation and the Transfer Agent have caused their
names to be signed hereto by their duly authorized officers, all as of the date
first written above.

Allergan, Inc.,



By: /s/ James M. Hindman
    --------------------

    Name:  James M. Hindman
           -----------------------------------------

    Title: Senior Vice President, Treasury, Risk and
           -----------------------------------------
           Investor Relations
           -----------------------------------------



WELLS FARGO BANK, N.A., as Transfer Agent



By: /s/ Darren Larson
    --------------------

    Name:  Darren Larson
           -----------------------------------------

    Title: Vice President
           -----------------------------------------



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