exv10w17



 






EXHIBIT 10.17




THIRD AMENDMENT

TO

ALLERGAN, INC.

SAVINGS AND INVESTMENT PLAN

(RESTATED 2003)




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





	1.  	Section 2.17(a) of the Plan shall be amended as follows:






     (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 (other than as excluded in paragraph (c) below), 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.”




	2.  	Section 2.17(c) of the Plan shall be amended effective as follows:






     (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; lump sum amounts paid to Employees under the Company’s vacation
buy-back policy; 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.



 









 






	3.  	Section 5.3(c) of the Plan is amended as follows:






     (c) The Company shall contribute amounts sufficient to satisfy the Matching
Contributions reinstatement requirements of Section 8.7 to the extent Matching
Contribution Forfeitures are insufficient to satisfy the reinstatement requirement
of Section 8.7 if so directed and at such times as may be determined by the
Committee.




	4.  	Section 5.4(d) of the Plan is amended as follows:






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




	5.  	Section 6.3(c) of the Plan is amended as follows:






     (c) Matching Contribution Forfeitures and Retirement Contribution Forfeitures
shall first be used to restore the Matching Contributions Accounts of rehired
Participants and the Retirement Contributions Accounts of rehired Retirement Account
Participants, respectively, if so required under Section 8.7 and shall then be
allocated to the Matching Contributions Accounts of Participants and Retirement
Contributions Accounts of Retirement Account Participants, respectively, 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.




	6.  	Section 6.3(d) of the Plan is amended as follows:






     (d) After application of paragraph (c) above, any remaining Matching
Contribution Forfeitures and Retirement Contribution Forfeitures shall be used to
reduce Matching Contributions and Retirement Contributions, respectively, made by
the Company pursuant to Sections 5.3 and 5.4 unless applied towards plan expenses
consistent with the allocation described under Section 9.14.




	7.  	Section 6.3(e) of the Plan is amended as follows:






     (e) Any other Company Contributions shall be used to restore the Accounts of
rehired Participants if so required under Section 8.7 and to the extent Forfeitures
are unavailable. Any amounts remaining may be used to pay Plan expenses to the
extent described in Section 9.14.



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	8.  	The last sentence of Section 9.14 of the Plan is amended as follows:






With respect to the expenses that are paid by the Plan from the Trust Fund, such
expenses shall be allocated among Participants’ Accounts in a manner determined by
the Committee. Any Forfeitures remaining after application of Section 6.3(c) shall
share in such allocation to the extent required under applicable law. The
Investment Subcommittee shall direct the Trustee to use Plan assets (and, if
necessary, to sell the shares of Company Stock that represent such Plan assets) to
pay such expenses.




	9.  	This Third Amendment shall be effective October 1, 2004, or as soon as administratively
feasible thereafter; provided, however, for purposes of determining Retirement Contributions
under Section 5.4 of the Plan, the above amendments to Sections 2.17(a) and 2.17(c) of the
Plan shall be effective for Plan Years beginning on or after January 1, 2005.





     IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Third Amendment to the Allergan, Inc.
Savings and Investment Plan on this 19th day of October, 2004.



ALLERGAN, INC.




	 	 	 	 	 
	BY:

	 	/s/ Douglas S. Ingram
	 	 
	

	 	 	 	 
	

	 	Douglas S. Ingram

Executive Vice President, General Counsel and Secretary	 	 







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