<PAGE>
                                                                    EXHIBIT 10.6

                                 ALLERGAN, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN

RESTATED
2003

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                               TABLE OF CONTENTS

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ARTICLE I
INTRODUCTION................................................................       1

1.1      Plan Name..........................................................       1
1.2      Plan Purpose.......................................................       1
1.3      Effective Date of 2003 Restated Plan...............................       1
1.4      Amendments to Plan.................................................       1
1.5      Plan Qualification.................................................       2

ARTICLE II
DEFINITIONS.................................................................       3

2.1      Affiliated Company.................................................       3
2.2      Beneficiary........................................................       3
2.3      Board of Directors.................................................       3
2.4      Break in Service...................................................       3
2.5      Code...............................................................       3
2.6      Committee..........................................................       3
2.7      Company............................................................       3
2.8      Company Stock......................................................       3
2.9      Compensation.......................................................       3
2.10     Credited Service...................................................       5
2.11     Disability.........................................................       6
2.12     Effective Date.....................................................       6
2.13     Eligible Employee..................................................       6
2.14     Eligible Retirement Plan...........................................       7
2.15     Eligible Rollover Distribution.....................................       7
2.16     Employee...........................................................       7
2.17     Employment Commencement Date.......................................       8
2.18     ERISA..............................................................       8
2.19     ESOP Account.......................................................       8
2.20     Exempt Loan........................................................       8
2.21     Exempt Loan Suspense Subfund.......................................       8
2.22     415 Suspense Account...............................................       9
2.23     Highly Compensated Employee........................................       9
2.24     Hour of Service....................................................       9
2.25     Investment Manager.................................................      10
2.26     Leased Employee....................................................      10
2.27     Leave of Absence...................................................      10
2.28     Normal Retirement Age..............................................      11
2.29     Participant........................................................      11
2.30     Period of Severance................................................      11
2.31     Plan...............................................................      11
2.32     Plan Administrator.................................................      11
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2.33     Plan Year..........................................................      12
2.34     Reemployment Commencement Date.....................................      12
2.35     Severance..........................................................      12
2.36     Severance Date.....................................................      12
2.37     Sponsor............................................................      13
2.38     Trust..............................................................      13
2.39     Trust Agreement....................................................      13
2.40     Trustee............................................................      13
2.41     Valuation Date.....................................................      13

ARTICLE III
ELIGIBILITY AND PARTICIPATION...............................................      14

3.1      Participation......................................................      14
3.2      Duration of Participation..........................................      14
3.3      Participation after Reemployment...................................      14
3.4      Participation After Normal Retirement Age..........................      14

ARTICLE IV
CONTRIBUTIONS AND ALLOCATION TO ACCOUNTS....................................      15

4.1      Contributions to the Trust Fund....................................      15
4.2      Allocation of Contributions to Trust Fund..........................      15
4.3      Forfeitures........................................................      17
4.4      Employee Contributions and Rollovers...............................      17

ARTICLE V
VESTING AND DISTRIBUTIONS...................................................      18

5.1      No Vested Rights Except as Herein Specified........................      18
5.2      Vesting............................................................      18
5.3      Severance When Less Than Fully Vested..............................      18
5.4      Distribution upon Severance........................................      19
5.5      Distribution upon Death............................................      19
5.6      Distribution upon Disability.......................................      20
5.7      Withdrawal upon Age 59-1/2.........................................      20
5.8      Designation of Beneficiary.........................................      20
5.9      Form of Distribution...............................................      21
5.10     Distribution Rules.................................................      22
5.11     Put Option for Company Stock Allocated to ESOP Accounts............      23
5.12     Diversification Rule...............................................      26
5.13     Lapsed Benefits....................................................      29
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ARTICLE VI
TRUST FUND AND INVESTMENTS..................................................      30

6.1      General............................................................      30
6.2      Single Trust.......................................................      30
6.3      Investment of the Trust............................................      30
6.4      Certain Offers for Company Stock...................................      32
6.5      Securities Law Limitation..........................................      36
6.6      Accounting and Valuations..........................................      36
6.7      Dividends..........................................................      38
6.8      Non-Diversion of Trust Fund........................................      39
6.9      Company, Committee and Trustee Not Responsible
           for Adequacy of Trust Fund.......................................      40
6.10     Distributions......................................................      40
6.11     Taxes..............................................................      41
6.12     Trustee Records to be Maintained...................................      41
6.13     Annual Report of Trustee...........................................      41
6.14     Appointment of Investment Manager..................................      41

ARTICLE VII
OPERATION AND ADMINISTRATION................................................      43

7.1      Appointment of Committee...........................................      43
7.2      Transaction of Business............................................      43
7.3      Voting.............................................................      43
7.4      Responsibility of Committee........................................      43
7.5      Committee Powers...................................................      44
7.6      Additional Powers of Committee.....................................      45
7.7      Claims Procedures..................................................      45
7.8      Appeals Procedures.................................................      46
7.9      Limitation on Liability............................................      47
7.10     Indemnification and Insurance......................................      47
7.11     Compensation of Committee and Plan Expenses........................      47
7.12     Resignation........................................................      48
7.13     Voting of Company Stock............................................      48
7.14     Reliance Upon Documents and Opinions...............................      50

ARTICLE VIII
AMENDMENT AND ADOPTION OF PLAN..............................................      51

8.1      Right to Amend Plan................................................      51
8.2      Adoption of Plan by Affiliated Companies...........................      51
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ARTICLE IX
DISCONTINUANCE OF CONTRIBUTIONS.............................................      52

ARTICLE X
TERMINATION AND MERGER......................................................      53

10.1     Right to Terminate Plan............................................      53
10.2     Effect on Trustee and Committee....................................      53
10.3     Merger Restriction.................................................      53
10.4     Effect of Reorganization, Transfer of Assets or Change in Control..      53

ARTICLE XI
LIMITATION ON ALLOCATIONS...................................................      57

11.1     General Rule.......................................................      57
11.2     Annual Additions...................................................      57
11.3     Other Defined Contribution Plans...................................      58
11.4     Adjustments for Excess Annual Additions............................      58
11.5     Compensation.......................................................      59
11.6     Treatment of 415 Suspense Account Upon Termination.................      59

ARTICLE XII
TOP-HEAVY RULES.............................................................      61

12.1     Applicability......................................................      61
12.2     Definitions........................................................      61
12.3     Top-Heavy Status...................................................      62
12.4     Minimum Contributions..............................................      63
12.5     Minimum Vesting Rules..............................................      64
12.6     Non-Eligible Employees.............................................      64

ARTICLE XIII
RESTRICTION ON ASSIGNMENT OR OTHER..........................................      65
ALIENATION OF PLAN BENEFITS.................................................      65

13.1     General Restrictions Against Alienation............................      65
13.2     Qualified Domestic Relations Orders................................      65

ARTICLE XIV
MISCELLANEOUS PROVISIONS....................................................      69

14.1     No Right of Employment Hereunder...................................      69
14.2     Limitation on Company Liability....................................      69
14.3     Effect of Article Headings.........................................      69
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14.4     Gender.............................................................      69
14.5     Interpretation.....................................................      69
14.6     Withholding For Taxes..............................................      69
14.7     California Law Controlling.........................................      69
14.8     Plan and Trust as One Instrument...................................      69
14.9     Invalid Provisions.................................................      69
14.10    Counterparts.......................................................      70
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                                       v
<PAGE>

                                 ALLERGAN, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                    ARTICLE I
                                  INTRODUCTION

      1.1 Plan Name. This document, made and entered into by Allergan, Inc., a
Delaware corporation ("Allergan"), amends and restates in its entirety the
Allergan, Inc. Employee Stock Ownership Plan (Restated 2001) and incorporates
the First and Second Amendment made thereto, and shall be known hereafter as the
"Allergan, Inc. Employee Stock Ownership Plan (Restated 2003)."

      1.2 Plan Purpose. The purpose of the Allergan, Inc. Employee Stock
Ownership Plan (Restated 2003), hereinafter referred to as the "Plan," is to
offer Participants a systematic program for accumulation of beneficial ownership
interests in Company Stock and to encourage and develop employee interest and
involvement in the Company. Through the beneficial ownership of Company Stock,
enhanced by means of possible debt financed acquisition of Company Stock,
Allergan intends to provide Participants with a meaningful voice in matters
affecting both it and Participants as shareholders. In order to accomplish these
objectives, the Plan is expressly authorized and directed to acquire and hold
Company Stock as its primary investment. All assets acquired under the 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.

      1.3 Effective Date of 2003 Restated Plan. The Effective Date of this
amended and restated Plan shall be January 1, 2003. The provisions of this Plan
document apply only to Employees who have completed at least one (1) Hour of
Service for Allergan or any Affiliated Companies on or after January 1, 2003
unless otherwise specified in the Plan and the rights and benefits, if any, of
Employees or Participants whose employment with Allergan or any Affiliated
Companies terminated prior to January 1, 2003 shall be determined in accordance
with the provisions of the Plan then in effect unless otherwise provided herein
and subject to any modification provided herein that may affect the holding or
distribution of Participants' Accounts.

      1.4 Amendments to Plan. The Plan has been amended from time to time since
its Original Effective Date of July 26, 1989 to reflect changes in the Plan's
operations and applicable law including, but not limited to, the following:

            (a) Effective January 1, 2003, this Plan documents amends the Plan
      to limit participation in the Plan to those Employees who were
      Participants in the Plan as of December 31, 2002. The Plan document also
      amends the Plan as is necessary to comply with applicable law and
      incorporates the amendments made under the First and Second Amendments to
      the Plan (Restated 2001) which include permitting vested Participants to
      immediately diversify up to 50% of their ESOP Accounts effective as of
      September 1, 2002 or as soon as administratively practicable thereafter.

<PAGE>

            (b) Effective June 29, 2002, in connection with the distribution of
      the stock of Advanced Medical Optics, Inc. ("AMO") by Allergan to its
      stockholders (i) AMO Employees (as defined in Section 2.16) ceased to be
      "Eligible Participants" (as defined in Section 4.2(d)) and shall not be
      eligible to receive allocations of Company contributions or forfeitures
      pursuant to Section 4.2 and Section 4.3, respectively or any allocations
      of unallocated assets pursuant to Section 10.1 upon termination of the
      Plan, (ii) the assets and liabilities attributable to the Accounts of "AMO
      Employees" shall be transferred to the Advanced Medical Optics, Inc.
      401(k) Plan, a qualified profit sharing plan with a qualified cash or
      deferred arrangement, in accordance with Code Section 414(l), Regulation
      Section 1.414(1)-1, and Section 208 of ERISA, (iii) the AMO stock received
      with respect to Company Stock allocated to Participants' ESOP Accounts
      shall be held in a separate investment fund established by the Committee
      pursuant to Section 6.3(c) and Participants shall have subaccounts under
      the Plan corresponding to their interest in such investment fund, and (iv)
      the AMO stock received with respect to Company Stock held in the Exempt
      Loan Suspense Subfund or Company Stock not yet allocated to Participants'
      ESOP Accounts shall be applied or retained as determined by the Committee
      in accordance with Section 6.7(b).

      1.5 Plan Qualification. The Plan is an employee benefit plan that is
intended to qualify under Code Section 401(a) as a qualified stock bonus plan
and under Code Section 4975(e)(7) as an employee stock ownership plan. The
provisions of the Plan are intended to comply with all changes to the
qualification requirements made by the Uruguay Round Agreements Act (GATT), the
Uniformed Services Employment and Reemployment Rights Act of 1994, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, and the Community
Renewal Tax Relief Act of 2000. It is intended that the Economic Growth and Tax
Relief Reconciliation Act of 2001 ("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.


                                       2
<PAGE>

                                   ARTICLE II
                                   DEFINITIONS

      2.1. 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
Original Effective Date of the Plan.

      2.2. Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person
or persons last designated by a Participant as set forth in Section 5.8 or, if
there is no designated Beneficiary or surviving Beneficiary, the person or
persons designated pursuant to Section 5.8 to receive the interest of a deceased
Participant in such event.

      2.3. 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.

      2.4. 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.

      2.5. 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.

      2.6. Committee. "Committee" shall mean the committee appointed under the
provisions of Section 7.1.

      2.7. Company. "Company" shall mean collectively the Sponsor and each
Affiliated Company that adopts the Plan in accordance with Section 8.2.

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

      2.9. Compensation. "Compensation" shall mean the following:


                                       3
<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.

            (e) Notwithstanding the foregoing, for purposes of applying the
      provisions of Articles XI and XII, a Participant's Compensation shall be
      determined pursuant to the definition of "Compensation" as set forth in
      Section 11.5 or 12.2(i), as the case may be.


                                       4
<PAGE>

      2.10. 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 on
      the Original Effective Date, for the period prior to such Effective Date
      such Employee shall be credited with Credited Service under the Plan equal
      to the period (if any) of uninterrupted employment of such Employee with
      the Company up to and including the day before the Original Effective
      Date. For purposes of this paragraph (a), such a period of pre-Effective
      Date employment shall not be deemed to have been interrupted by reason of
      (i) any break in or interruption of employment which continued for less
      than one year, or (ii) any Leave of Absence granted to such Employee under
      applicable Company policies regarding Leaves of Absence.

            (b) On and after the Effective Date, an Employee shall receive
      Credited Service credit 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 2.35.

            (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 or retirement (other than such a Severance occurring
            during an approved Leave of Absence, which situation is covered
            under the provisions of subparagraph (ii) below), and the Employee
            is later reemployed by the Company prior to his or her incurring a
            Break in Service, he or she shall receive Credited Service for the
            period commencing with his or her Severance Date and ending with his
            or her subsequent Reemployment Commencement Date.

                  (ii) If an Employee is on an approved Leave of Absence and
            then incurs a Severance by reason of a quit, discharge or retirement
            during the Leave of Absence, or a failure to return to work as
            scheduled following such Leave, and such Employee is later
            reemployed by the Company within 12 months of the date on which he
            or she discontinued active employment and commenced such Leave, he
            or she shall receive Credited Service for the period commencing with
            his or her Severance Date and ending with his or her subsequent
            Reemployment


                                       5
<PAGE>

            Commencement Date. For such purposes an Employee shall be deemed to
            have incurred a Severance (if any) in accordance with the rules of
            Section 2.35.

                  (iii) 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, except that Employees
      of Allergan Optical, Inc., Allergan Humphrey, and Allergan Medical Optics
      shall receive Credited Service credit for any period of employment with
      such companies prior to the time such companies became Affiliated
      Companies.

            (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).

      2.11. 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.

      2.12. Effective Date. "Effective Date" of this restated Plan shall mean
January 1, 2003 unless otherwise specified in the Plan. The "Original Effective
Date" of the Plan shall mean July 26, 1989.

      2.13. Eligible Employee. "Eligible Employee" shall mean any Employee who
was a Participant in the Plan on December 31, 2002 and who has not incurred a
Severance on or after January 1, 2003.


                                       6
<PAGE>

      2.14. Eligible Retirement Plan. "Eligible Retirement Plan" shall mean (i)
an individual retirement account or annuity described in Code Section 408(a) or
408(b), (ii) a qualified retirement plan described in Code Section 401(a) or
403(a) that accepts Eligible Rollover Distributions, (iii) an annuity contract
described in Code Section 403(b) that accepts Eligible Rollover Distributions,
and (iv) 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 XIII).

      2.15. 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 does 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 or 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); and

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

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

      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 XIII) with regard to
the interest of the spouse or former spouse.

      2.16. Employee. "Employee" shall mean, for purposes of the Plan, any
individual 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 contributions are made by the Sponsor or an
Affiliated Company; provided, however, that such term shall not include:

            (a) 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


                                       7
<PAGE>

      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;

            (b) 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; and

            (c) Any individual whose employment is transferred from the Sponsor
      or an Affiliated Company to Advanced Medical Optics, Inc. ("AMO") in
      connection with the distribution of the stock of AMO by the Sponsor to its
      stockholders, effective as of the day following such transfer, hereinafter
      referred to as an "AMO Employee." An individual is an AMO Employee if
      classified or identified as such in the payroll records of the Sponsor or
      an Affiliated Company or in the Employee Matters Agreement entered into
      between the Sponsor and AMO.

      2.17. 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.

      2.18. 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.

      2.19. ESOP Account. "ESOP Account" shall mean, with respect to each
Participant, the account established and maintained for purposes of holding and
accounting for the Participant's allocated share of assets of the Plan,
including any subaccounts established thereunder from time to time (including
his or her Stock Subaccount and Non-Stock Subaccount established pursuant to
Section 6.6).

      2.20. Exempt Loan. "Exempt Loan" shall mean any loan to the Plan or Trust
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 are used to finance the
acquisition of Company Stock or to refinance such a loan.

      2.21. Exempt Loan Suspense Subfund. "Exempt Loan Suspense Subfund" shall
mean the subfund established under Section 4.1 hereof as part of the Trust Fund
to hold Company


                                       8
<PAGE>

Stock purchased with the proceeds of an Exempt Loan pending the allocation of
such Company Stock to individual ESOP Accounts.

      2.22. 415 Suspense Account. "415 Suspense Account" shall mean the account
(if any) established and maintained in accordance with the provisions of Article
XI for the purpose of holding and accounting for allocations of excess Annual
Additions (as defined in Article XI).

      2.23. 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:

                  (i) Employees who at any time during the Plan Year or
            preceding Plan Year were Five Percent Owners (as defined in Section
            12.2).

                  (ii) Employees who received Compensation during the preceding
            Plan Year from the Employer in excess of $80,000 (as adjusted in
            such manner as 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
      11.6.

            (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. Notwithstanding the foregoing, an Employee
      who separated from service prior to 1987 shall be treated as a Former
      Highly Compensated Former Employee only if during the separation year (or
      year preceding the separation year) or any year after the Employee attains
      age 55 (or the last year ending before the Employee's 55th birthday), the
      Employee either received Compensation in excess of $50,000 or was a Five
      Percent Owner.

            (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 the regulations
      thereunder.

      2.24. 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.


                                       9
<PAGE>

      2.25. Investment Manager. "Investment Manager" shall mean the one or more
investment managers, if any, appointed pursuant to Section 6.15 and who
constitute investment managers under Section 3(38) of ERISA.

      2.26. 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.

      2.27. 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 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


                                       10
<PAGE>

            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 (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).

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

      2.29. Participant. "Participant" shall mean any Eligible Employee or
former Eligible Employee who has commenced participation in the Plan pursuant to
Section 3.1 and who retains rights under the Plan.

      2.30. 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.

      2.31. Plan. "Plan" shall mean the Allergan, Inc. Employee Stock Ownership
Plan described herein and as amended from time to time.

      2.32. 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 Allergan Corporate Benefits Committee whose
members are appointed by the Board of Directors pursuant to the provisions of
Section 7.1 to administer the Plan.


                                       11
<PAGE>

      2.33. Plan Year. "Plan Year" shall mean the calendar year.

      2.34. 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.

      2.35. 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; or (iii) in the case of a
      Leave of Absence for longer than one year, the first anniversary of the
      commencement of such Leave, provided such Employee does not actually
      return to work on or before said first anniversary date. 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 2.27(c)-(d) shall apply for purposes of determining whether such a
      Participant has incurred a Break in Service by reason of such Leave.

      2.36. 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 2.35, provided, however, that the special rule set forth under Section
2.27(c)-(d) shall apply with respect to determining whether a


                                       12
<PAGE>

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
2.35 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.

      2.37. Sponsor. "Sponsor" shall mean Allergan, Inc., a Delaware
corporation, and any successor corporation or entity.

      2.38. Trust. "Trust" or "Trust Fund" shall mean the trust maintained
pursuant to the Trust Agreement and as described in Section 6.1 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.

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

      2.40. Trustee. "Trustee" shall mean the one or more trustees of the Trust
established pursuant to Section 6.1 hereof.

      2.41. Valuation Date. "Valuation Date" shall mean the last day of each
Plan Year and any other date which the Committee may designate from time to
time.


                                       13
<PAGE>

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

      3.1. Participation. Each Employee or former Employee who was a Participant
in the Plan as of December 31, 2002 shall continue as a Participant. Any other
Employee shall not be eligible to participate in the Plan.

      3.2. Duration of Participation. A Participant shall remain an active
Participant until he or she incurs a Severance, at which time he or she shall
become an inactive Participant until he or she receives a distribution of the
entire vested portion of his or her ESOP Account. Once such a distribution is
made, such Participant shall no longer be considered a Participant in the Plan.
Any Participant who (i) transfers out of employment with the Company but who
remains an Employee of an Affiliated Company that has not adopted the Plan
pursuant to Section 8.2, or (ii) remains an Employee of the Company but is no
longer an Eligible Employee, shall become an inactive Participant.

      3.3. Participation after Reemployment. A Participant who incurs a
Severance after he or she is fully vested in his or her ESOP Account and who is
subsequently reemployed prior to receiving a distribution of his or her entire
ESOP Account shall continue as an inactive Participant (but shall not be
reinstated as an Eligible Participant as defined in Section 4.2(d)). A
Participant who incurs a Severance before he or she is fully vested in his or
her ESOP Account and who is subsequently reemployed shall be reinstated as an
inactive Participant (but shall not be reinstated as an Eligible Participant as
defined in Section 4.2(d)) as of his or her Reemployment Commencement Date;
provided, that such Participant has a right to reinstatement of his or her
forfeited ESOP Account upon his or her Reemployment Commencement Date pursuant
to Section 5.3. Any other Participant who incurs a Severance and who is
subsequently reemployed, including a Participant who incurs a Severance after he
or she is fully vested in his or her ESOP Account and who receives a
distribution of his or her entire ESOP Account, shall not be eligible to
participate in the Plan.

      3.4. Participation After Normal Retirement Age. An Eligible Employee may
continue as a Participant after reaching his or her Normal Retirement Age in the
same manner as an Eligible Employee who has not reached his or her Normal
Retirement Age.


                                       14
<PAGE>

                                   ARTICLE IV
                    CONTRIBUTIONS AND ALLOCATION TO ACCOUNTS

      4.1. Contributions to the Trust Fund. The Company may contribute to the
Trust Fund for each Plan Year an amount to be determined by the Board of
Directors solely in its discretion. Such amount shall be contributed in cash or
Company Stock and paid over to the Trustee for allocation to the Trust Fund not
later than the date prescribed for filing the Sponsor's federal income tax
return (including all extensions thereto) for its fiscal year corresponding to
such Plan Year. Contributions shall first be applied, if necessary, to reinstate
the ESOP Accounts of applicable reemployed Participants who had previously
forfeited their ESOP Accounts pursuant to Section 5.3 of the Plan, but only
after all forfeitures for the Plan Year have been so applied pursuant to Section
4.3. Some or all of the remaining contributions under this Section 4.1 may be
applied to repay any principal and/or interest outstanding on any Exempt Loan or
to pay Plan expenses as provided in Section 7.11. The determination of the
extent to which such contributions shall be used to repay such Exempt Loans or
pay Plan expenses shall be made at the sole discretion of the Committee. Company
Stock acquired by the Trust Fund through an Exempt Loan shall be added to and
maintained in the Exempt Loan Suspense Subfund and shall thereafter be released
from the Exempt Loan Suspense Subfund and allocated to Participants' ESOP
Accounts as provided in Section 4.2. Contributions in excess of amounts used for
other purposes described in this Section 4.1 shall be allocated to the ESOP
Accounts of Participants as provided in Section 4.2.

      4.2. Allocation of Contributions to Trust Fund.

            (a) As of a date not later than the last day of each Plan Year, an
      allocation shall be made to the ESOP Account of the allocable share of
      each "Eligible Participant" as defined in paragraph (d) below for such
      Plan Year of (i) Company contributions of Company Stock contributed in
      kind to the Trust Fund and (ii) Company contributions in other than
      Company Stock, which are not used for other purposes described in Section
      4.1. Such allocations shall be made in the same proportion that the
      Compensation for the Plan Year for such Eligible Participant bears to the
      total Compensation of all Eligible Participants for such Plan Year.

            (b) Company Stock acquired for the Trust Fund through an Exempt Loan
      shall be released from the Exempt Loan Suspense Subfund as the Exempt Loan
      is repaid, in accordance with the provisions of this Section 4.2(b).

                  (i) For each Plan Year until the Exempt Loan is fully repaid,
            the number of shares of Company Stock released from the Exempt Loan
            Suspense Subfund shall equal the number of unreleased shares
            immediately before such release for the current Plan Year multiplied
            by the "Release Fraction." As used herein, the Release Fraction
            shall be a fraction, the numerator of which is the amount of
            principal and interest paid on the Exempt Loan for such current Plan
            Year, and the denominator of which is the sum of the numerator plus
            the principal and interest to be paid on such Exempt Loan for all
            future years during the


                                       15
<PAGE>

            duration of the term of such Loan (determined without reference to
            any possible extensions or renewals thereof). Notwithstanding the
            foregoing, in the event such Loan shall be repaid with the proceeds
            of a subsequent Exempt Loan (the "Substitute Loan"), such repayment
            shall not operate to release all such Company Stock in the Exempt
            Loan Suspense Subfund, but, rather, such release shall be effected
            pursuant to the foregoing provisions of this Section 4.2(b) on the
            basis of payments of principal and interest on such Substitute Loan.

                  (ii) If the Committee so determines in its discretion, then in
            lieu of applying the provisions of Section 4.2(b)(i) hereof with
            respect to such Exempt Loan or Substitute Loan, shares shall be
            released from the Exempt Loan Suspense Subfund as the principal
            amount of an Exempt Loan is repaid (and without regard to interest
            payments), provided the following three conditions are satisfied:

                        (1) The Exempt Loan must provide for annual payments of
                  principal and interest at a cumulative rate that is not less
                  rapid at any time than level annual payments of such amounts
                  for ten years.

                        (2) The interest portion of any payment is disregarded
                  only to the extent it would be treated as interest under
                  standard loan amortization tables.

                        (3) If the Exempt Loan is renewed, extended or
                  refinanced, the sum of the expired duration of the Exempt Loan
                  and the renewal, extension or new Exempt Loan period must not
                  exceed ten years.

                  (iii) It is intended that the provisions of this Section
            4.2(b) shall be applied and construed in a manner consistent with
            the requirements and provisions of Treasury Regulation Section
            54.4975-7(b)(8), and any successor regulation thereto. All Company
            Stock released from the Exempt Loan Suspense Subfund during any Plan
            Year shall be allocated among Participants as prescribed by Section
            4.2(c) hereof, except to the extent provided in Section 6.7.

            (c) Shares of Company Stock released from the Exempt Loan Suspense
      Subfund for a Plan Year in accordance with Section 4.2(b) hereof and
      Section 6.7(b)(i) shall be held in the Trust Fund on an unallocated basis
      until allocated by the Committee as of not later than the last day of that
      Plan Year. The allocation of such shares shall be made among the ESOP
      Accounts of Eligible Participants (as that term is defined in paragraph
      (d) below). The number of shares allocable to each such Eligible
      Participant's ESOP Account shall be the number of shares which bears the
      same ratio to the total shares released for such Plan Year as the
      Compensation for the Plan Year for such Eligible Participant bears to the
      total Compensation of all Eligible Participants for such Plan Year.


                                       16
<PAGE>

             (d) For purposes of Section 4.2, an "Eligible Participant" shall
      mean any Participant who is an Eligible Employee on the last business day
      of such Plan Year or who ceased to be an Eligible Employee during such
      Plan Year due to death, Disability, or retirement at or after age 55 (as
      such retirement is determined under the Allergan, Inc. Pension Plan). Any
      Eligible Participant who, on or after January 1, 2003, (i) incurs a
      Severance and is subsequently reemployed or (ii) transfers out of
      employment with the Company to employment with an Affiliated Company that
      has not adopted the Plan pursuant to Section 8.2 and is subsequently
      transferred back to employment with Company, shall not be an Eligible
      Participant following his or her Reemployment Commencement Date or
      transfer date.

      4.3. Forfeitures. Any amount which is forfeited pursuant to Section 5.3 or
5.13 during a Plan Year shall be segregated from other amounts held under the
Plan and shall first be used to reinstate the ESOP Accounts of reemployed
Participants (or Beneficiaries, if applicable) who had previously forfeited such
ESOP Accounts and who have a right to reinstatement of their forfeited ESOP
Accounts pursuant to Section 5.3 or 5.13. Should any forfeitures then remain,
they may next be used to pay Plan expenses as provided under Section 7.11.
Should any forfeitures then remain, they shall be allocated as of the last day
of the Plan Year to the ESOP Accounts of Eligible Participants (as that term is
defined in Section 4.2(d)) based on Compensation in the same manner as
allocations under Section 4.2(a) and (c).

      4.4. Employee Contributions and Rollovers. No Employee contributions are
permitted under the Plan. No rollover contributions to the Plan are permitted
whether or not any such contributions would satisfy the applicable requirements
of Code Sections 402, 403, 408 or 409.


                                       17
<PAGE>

                                    ARTICLE V
                            VESTING AND DISTRIBUTIONS

      5.1. No Vested Rights Except as Herein Specified. No Employee shall have
any vested right or interest in any assets of the Trust, except as provided in
this Article V. Neither the making of any allocations nor the credit to any ESOP
Account of a Participant in the Trust shall vest in any Participant any right,
title, or interest in or to any assets of the Trust except as provided in this
Article V.

      5.2. Vesting.

            (a) The interest of a Participant in amounts allocated to his or her
      ESOP Account, including cash dividends on shares of Company Stock
      allocated to such Participant's ESOP Account, shall vest in accordance
      with the following schedule:

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

            (b) Notwithstanding the above, a Participant shall become fully
      vested in his or her ESOP Account upon the occurrence of the death,
      Disability, or attainment of age 62 of such Participant while an Employee,
      or upon the occurrence of a Change in Control pursuant to Section 10.4(b).

      5.3. Severance When Less Than Fully Vested. A Participant who incurs a
Severance and who is not or does not become 100% vested pursuant to Section 5.2,
shall receive a distribution of the vested portion of his or her ESOP Account in
a single lump sum payment in the form prescribed by Section 5.9 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
ESOP Account shall be forfeited in accordance with the following rules:

            (a) In the event a distribution of the entire vested portion of such
      Participant's ESOP Account is made pursuant to this Section 5.3, the
      non-vested portion shall be forfeited as of such Participant's
      distribution date. A Participant who incurs a Severance when no portion of
      his or her ESOP Account is vested shall be deemed to have received a
      distribution pursuant to this paragraph (a) as of his or her Severance
      Date and his or her ESOP Account shall be forfeited as of the
      Participant's Severance Date. If the Participant is rehired by the Company
      prior to the date such Participant incurs five consecutive Breaks in
      Service, the amount forfeited under this paragraph (a) shall be reinstated
      to the


                                       18
<PAGE>

      Participant's ESOP Account as of the Participant's Reemployment
      Commencement Date (without regard to any interest or investment earnings
      on such amount).

            (b) In the event a distribution of the entire vested portion of such
      Participant's ESOP Account is not made pursuant to this Section 5.3, the
      non-vested portion shall be forfeited as of such Participant's Severance
      Date. If the Participant is rehired by the 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 that the amount
      forfeited would have received but for forfeiture pursuant to this
      paragraph (b) shall be reinstated to the Participant's ESOP Account as of
      the Participant's Reemployment Commencement Date. The Company shall be
      obligated to contribute to the Trust Fund any amounts necessary after
      application of Section 4.3 to reinstate a Participant's 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 ESOP Account
      shall be equal to an amount ("X") determined by the following formula:

                               X = P*(AB + D) - D

      For the purposes of applying the formula:

            P  =  the vested percentage at any relevant time determined
                  pursuant to Section 5.2

            AB =  the ESOP Account balance at the relevant time

            D  =  the total amount of any distributions from the ESOP Account
                  since such Severance

      5.4. Distribution upon Severance. A Participant who incurs a Severance on
or after becoming 100% vested pursuant to Section 5.2, shall receive a
distribution of his or her ESOP Account, in a single lump-sum payment in the
form prescribed by Section 5.9 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. Notwithstanding anything to the contrary, upon receipt of a Qualified
Domestic Relations Order on or after a Participant is 100% vested pursuant to
Section 5.2, the amount payable to an Alternate Payee (as such terms are
described in Section 13.2) shall be distributed to the Alternate Payee as soon
as administratively feasible regardless of whether the Participant incurs a
Severance.

      5.5. Distribution upon Death.

            (a) Upon the death of a Participant while still an Employee, the
      Committee shall give such directions as may be necessary to cause a
      distribution of his or her ESOP Account to be made in a single lump-sum
      payment to the Beneficiary designated by the


                                       19
<PAGE>

      deceased Participant in the form prescribed in Section 5.9 hereof, as soon
      as practicable following the Participant's death, but in no event later
      than the last day of the Plan Year following the Plan Year in which the
      Participant died.

            (b) Upon the death of a Participant after he or she ceases to be an
      Employee but before he or she receives his or her entire vested interest
      in the Trust, the Committee shall give such directions as may be necessary
      to cause a distribution, in the manner and time provided in Section 5.5(a)
      hereof, of any vested balance remaining in the Participant's ESOP Account
      to the Beneficiary designated by the Participant.

            (c) The Committee may require the execution and delivery of such
      documents, papers and receipts as the Committee 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 Section 5.5.

      5.6. Distribution upon Disability. In the event the Committee shall
determine that a Participant has suffered a Disability while an Employee, the
Committee shall proceed to cause a distribution to be made of such Participant's
ESOP Account in a single lump-sum payment in the form prescribed in Section 5.9
hereof as soon as practicable following the Committee's determination that the
Participant has incurred a Disability, but in no event later than the last day
of the Plan Year following the Plan Year in which the Committee makes such
determination.

      5.7. Withdrawal upon Age 59-1/2. After attaining age 59-1/2, a Participant
who is still an Employee may, following such reasonable advance notice as may be
required by the Committee, withdraw the entire vested amount credited to his or
her ESOP Account. Such a withdrawal shall be in the same form and using the same
valuation methods as provided for distributions pursuant to Section 5.9.

      5.8. Designation of Beneficiary.

            (a) 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. Each such
      designation shall be evidenced by a written instrument signed by the
      Participant and filed with the Committee.

            (b) 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 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
      expressly permits 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 (b) cannot or need not be obtained because
      (i) there is no


                                       20
<PAGE>

      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 (b) 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 XIII regarding Qualified
      Domestic Relations Orders).

            (c) 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).

      5.9. Form of Distribution.

            (a) All shares of Company Stock or Advanced Medical Optics, Inc.
      allocated to a Participant's ESOP Account shall be distributed in the form
      of cash, unless the Participant elects under paragraph (b) below to
      receive the distribution in the form of Company Stock or Advanced Medical
      Optics, Inc. stock, with cash in lieu of fractional shares. To the extent
      that Company Stock or Advanced Medical Optics, Inc. stock must be valued
      to effect such a distribution, such valuation shall be equal to the fair
      market value of such stock determined as of the last Valuation Date prior
      to the date of distribution.

            (b) A Participant may elect that all shares of Company Stock or
      Advanced Medical Optics, Inc. allocated to his or her ESOP Account be
      distributed in the form of Company Stock or in the form of Advanced
      Medical Optics, Inc. stock, with cash in lieu of fractional shares.
      Notwithstanding the foregoing, if applicable corporate charter or bylaw
      provisions restrict ownership of substantially all outstanding Company
      Stock to Employees or to a plan or trust described in Code Section 401(a),
      then any distribution of a Participant's ESOP Account shall only be in
      cash.


                                       21
<PAGE>

             (c) Notwithstanding the foregoing, in the case of an Eligible
      Rollover Distribution, a Participant may elect that an Eligible Rollover
      Distribution be paid directly by the Trustee to the trustee of an Eligible
      Retirement Plan.

      5.10. Distribution Rules. Notwithstanding the provisions of Sections 5.3,
5.4, 5.5, 5.6, 5.7, and 5.9 of the Plan regarding distributions of Participants'
ESOP 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, termination of employment, or Disability, be
      paid to a Participant prior to the "Consent Date" (as defined herein)
      unless the Participant consents in writing to the 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 ESOP Account if the total amount of
      such vested portion at the time of distribution does not exceed $5,000.

            (b) Unless the Participant elects otherwise pursuant to paragraph
      (a) above, distributions of the vested portion of a Participant's ESOP
      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
      (iii) the Participant's Severance.

            (c) Notwithstanding paragraphs (a) or (b) above, distributions of
      the entire vested portion of a Participant's ESOP 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:

                  (i) Participants attaining age 70-1/2 prior to 1999: The
            Required Beginning Date of a Participant who attains age 70-1/2
            prior to 1999 shall be April 1 of the calendar year immediately
            following the year in which the Participant attains age 70-1/2;
            provided, however, that a Participant, other than a Five Percent
            Owner (as defined in Code Section 416(i) and applicable
            regulations), who attains age 70-1/2 in 1996, 1997, or 1998 may
            elect to defer the Required Beginning Date until April 1 of the
            calendar year following the later of the calendar year in which the
            Participant attains age 70-1/2 or retires.

                  (ii) Participants attaining age 70-1/2 after 1998: The
            Required Beginning Date of a Participant who attains age 70-1/2
            after 1998 shall be April 1 of the calendar year immediately
            following the later of the calendar year in which


                                       22
<PAGE>

            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.

            (d) If it is not administratively practical to calculate and
      commence payments by the latest date specified in the rules of paragraphs
      (a), (b) and (c) above because the amount of the Participant's benefit
      cannot be calculated, or because the Committee is unable to locate the
      Participant 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 can be located and the amount of the distributable
      benefit can be ascertained.

            (e) 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, the Committee may have such
      payment, or any part thereof, made to the person (or persons or
      institution) whom it reasonably believes is caring for or supporting such
      payee, or, if applicable, to any duly appointed guardian or committee or
      other authorized representative of such payee. Any such payment shall be a
      payment for the account of such payee and shall, to the extent thereof, be
      a complete discharge of any liability under the Plan to such payee.

      5.11. Put Option for Company Stock Allocated to ESOP Accounts.

            (a) Solely in the event that a Participant receives a distribution
      consisting in whole or in part of Company Stock that at the time of
      distribution thereof is not readily tradable stock within the meaning of
      Code Section 409(h) then such distributed Company Stock shall be made
      subject to a put option in the hands of a Qualified Holder (as defined
      herein below), 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, 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 Company Stock is transferred
            pursuant to a tax-free "rollover" transaction satisfying the
            requirements of Code Section 402.

                  (ii) During the sixty (60) day period following any
            distribution of such Company Stock, 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 distributed Company Stock that such Qualified
            Holder intends to sell to


                                       23
<PAGE>

            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
            5.11(c). 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 the Plan 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 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


                                       24
<PAGE>

                  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 herein above with
            respect to any distributed Company Stock that is readily tradeable
            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 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 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


                                       25
<PAGE>

            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 recipient of the entire balance to the
      credit of the Participant.

            (c) This Section shall be applied to any securities of the Company
      held by the Plan to the extent required under Code Section 401(a)(23) and
      the regulations issued thereunder and its provisions shall be interpreted
      and applied in accordance with all applicable requirements of Code Section
      409(h) and the regulations issued thereunder.

      5.12. Diversification Rule.

            (a) For the purpose of Section 5.12 only, the following definitions
      shall apply:

                  (i) "Qualified Participant" shall mean a Participant who is
            fully vested in his or her ESOP Account as determined under Section
            5.2.

                  (ii) "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


                                       26
<PAGE>

            pursuant to Section 12 of the Securities Exchange Act of 1934, or
            who is a "director" or an "officer" of the sponsor or the Company as
            those terms are interpreted under the Securities Exchange Act of
            1934 for the purpose of determining persons subject to Section 16 of
            such Act.

            (b) Effective as of September 1, 2002 or as soon as administratively
      practicable thereafter, a Participant may elect to diversify his or her
      ESOP Account as follows:

                  (i) Any Participant who is a Qualified Participant may elect
            to diversify up to 50% of the Company Stock allocated to his or her
            ESOP Account.

                  (ii) The number of shares of Company Stock that may be
            diversified shall be determined by applying the diversification
            percentage of 50% to the total number of shares allocated to a
            Participant's ESOP Account and reducing such number by the number of
            shares of Company Stock previously diversified under this Section.

            (c) Notwithstanding the foregoing, effective as of January 1, 2002
      and ending on the effective date of the diversification rules set forth in
      subsection (b) above, a Participant may elect to diversify his or her ESOP
      Account as follows:

                  (i) Any Participant who is a Qualified Participant as of
            December 31, 2001 may elect to diversify up to 50% of the Company
            Stock allocated to his or her ESOP Account in accordance with the
            following schedule that increases the Diversification Percentage
            over the following three Plan Years:

<TABLE>
<CAPTION>

               Plan Year                              Diversification Percentage
               ---------                              --------------------------
<S>                                                   <C>
            2002                                          up to 25%
            2003                                          up to 40%
            2004 and thereafter                           up to 50%
</TABLE>

                  (ii) Any Participant who becomes a Qualified Participant on or
            after January 1, 2002 may elect to diversify up to 50% of the
            Company Stock allocated to his or her ESOP Account in accordance
            with the following schedule that increases the Diversification
            Percentage over the following three Plan Years:

<TABLE>
<CAPTION>
               Plan Year                                                  Diversification Percentage
               ---------                                                  --------------------------
<S>                                                                       <C>
            Plan Year after becoming a Qualified Participant                      up to 25%
            Next succeeding Plan Year                                             up to 40%
            Next succeeding Plan Year and thereafter                              up to 50%
</TABLE>


                                       27
<PAGE>

                   (iii) The number of shares of Company Stock that may be
            diversified in any given Plan Year shall be determined by applying
            the Diversification Percentage in the above schedules to the total
            number of shares allocated to a Participant's ESOP Account as of the
            beginning of the Plan Year and reducing such number by the number of
            shares of Company Stock previously diversified under this Section.

            (d) For Plan Years prior to the 2002 Plan Year, each Qualified
      Participant shall be permitted to direct the Plan as to the
      diversification of 25 percent of the value of the vested portion of the
      Participant's ESOP Account within 90 days after the last day of each Plan
      Year during the Participant's Qualified Election Period. For the purpose
      of this paragraph (d), the term "Qualified Participant" means a
      Participant who has attained age 55 and who has completed at least 10
      years of participation in the Plan and the term "Qualified Election
      Period" shall mean the six Plan Year period beginning with the Plan Year
      in which the Participant first becomes a Qualified Participant. Within 90
      days after the close of the last Plan Year in the Participant's Qualified
      Election Period, a Qualified Participant may direct the Plan as to the
      diversification of 50 percent of the value of the vested portion of such
      ESOP Account. Upon such direction by a Qualified Participant, the Plan
      shall transfer to the Allergan, Inc. Savings and Investment Plan (the
      "SIP") that portion of the Participant's ESOP Account that is covered by
      the election within 90 days after the last day of the period during which
      the election can be made which shall be allocated to a rollover account
      maintained on behalf of the Qualified Participant. Under the SIP, the
      Qualified Participant may invest the amount so transferred under any of
      the investment options available under the SIP or may direct that the
      amount so transferred be distributed to him or her.

            (e) A Qualified Participant who elects to diversify his or her ESOP
      Account as provided under this Section shall do so by transferring
      diversified amounts to any of the investment funds currently offered and
      currently available to Participants as determined by the Committee
      pursuant to Section 6.3(c); provided, however, that any allocations among
      the investment funds shall be made in 1% increments. Any election to
      diversify shall be effective as soon as administratively feasible and
      subject to paragraph (f) below. A Qualified Participant shall effect a
      diversification election under procedures established by the Committee for
      this purpose.

            (f) For purposes of this Section and consistent with the
      requirements of Code Section 401(a)(28) if applicable, a Qualified
      Participant who is an Insider may only elect to diversify his or her ESOP
      Account if within six (6) months before the Participant's election, he or
      she has not made an election under the Allergan, Inc. Savings and
      Investment Plan or the provision of any company plan covered by Rule 16b-3
      (promulgated pursuant to the Securities Exchange Act of 1934) then in
      existence that would result in the transfer into a Company equity
      securities fund.


                                       28
<PAGE>

      5.13. Lapsed Benefits.

            (a) In the event that a Participant's ESOP Account is payable under
      the Plan and after reasonable efforts the Participant cannot be located
      for the purpose of paying his or her ESOP Account during a period of three
      consecutive years, the Participant shall be presumed dead and his or her
      ESOP Account shall, upon the expiration of that three year period, be paid
      to the Participant's Beneficiary. If the Participant's Beneficiary cannot
      be located for the purpose of paying the Participant's ESOP Account for
      the following two years, then the Participant's ESOP Account shall, upon
      expiration of such two-year period, be forfeited and reallocated to the
      ESOP Accounts of other Participants as provided in Section 4.3.

            (b) If a Participant dies prior to receiving a distribution of the
      entire vested portion of his or her ESOP Account (other than a Participant
      presumed to have died as provided above) and if after reasonable efforts
      the Beneficiary of the Participant cannot be located for the purpose of
      paying the Participant's ESOP Account during a period of five consecutive
      years, the benefit shall, upon expiration of such five-year period, be
      forfeited and reallocated to the ESOP Accounts of the other Participants
      as provided in Section 4.3.

            (c) For purposes of this Section, the term "Beneficiary" shall
      include any person entitled under Section 5.8 to receive the vested
      interest of a deceased Participant or deceased designated Beneficiary. It
      is the intention of this Section that during the relevant waiting period
      (two years or five years) the vested portion of a Participant's ESOP
      Account shall be distributed to a Beneficiary in a lower priority category
      under Section 5.8 if no Beneficiary in a higher priority category can be
      located by the Committee after reasonable efforts have been made.

            (d) Notwithstanding the foregoing rules, if after such a forfeiture
      the Participant or a Beneficiary claims the forfeited ESOP Account, the
      amount forfeited shall be reinstated (without regard to any interest or
      investment earnings on such amount) and paid to the Participant or
      Beneficiary as soon as practical following the production of reasonable
      proof of the identity of the Participant or Beneficiary and his or her
      entitlement to the amounts forfeited (determined pursuant to the Plan's
      normal claim procedures under Section 7.7).

            (e) 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 4.3 to
      pay any reinstated benefit after it has been forfeited pursuant to the
      provisions of this Section.


                                       29
<PAGE>

                                   ARTICLE VI
                           TRUST FUND AND INVESTMENTS

      6.1. 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.

      6.2. 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 ESOP 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.

      6.3. Investment of the Trust.

            (a) Subject to paragraph (c) below and Sections 6.4 and 5.12 hereof,
      the Trust Fund shall be invested primarily in Company Stock and neither
      the Company nor the Committee nor the Trustee shall have any
      responsibility or duty to time any transaction involving Company Stock, in
      order to anticipate market conditions or changes in stock value, nor shall
      any such person have any responsibility or duty to sell Company Stock held
      in the Trust Fund (or otherwise to provide investment management for
      Company Stock held in the Trust Fund) in order to maximize return or
      minimize loss. The Committee may direct the Trustee to have the Plan enter
      into one or more Exempt Loans to finance the acquisition of Company Stock
      for the Trust Fund. Company contributions in cash, and other cash received
      or held by the Trustee, may be used to acquire shares of Company Stock
      from the Company, Company shareholders, from the ESOP Accounts of
      Participants about to receive distributions under the Plan, or on the open
      market.

            (b) Notwithstanding anything contained herein to the contrary,
      proceeds of an Exempt Loan shall be used, within a reasonable time after
      receipt by the Trust, only for the following purposes:

                  (i) to acquire Company Stock;

                  (ii) to repay the same Exempt Loan; or

                  (iii) to repay any previous Exempt Loan.

            An Exempt Loan shall be repaid only from amounts loaned to the Trust
      and the proceeds of such loans, from Company contributions in cash and
      earnings attributable thereto, from any collateral given for the loan
      (including, in the case where the Exempt Loan is a refinancing of a prior
      Exempt Loan, unallocated Company Stock acquired with


                                       30
<PAGE>

      the proceeds of the prior Exempt Loan), and from dividends paid on Company
      Stock acquired with proceeds of the Exempt Loan. Except as provided in
      Section 5.11 or as otherwise required by applicable law, no Company Stock
      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.

            (c) Notwithstanding paragraph (a) above, 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 ESOP Accounts as provided in paragraph (d) below and Section 5.12.
      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 manner in which assets
      of the Trust shall be invested in such investment funds, including the
      establishment of alternative investment funds, the elimination of any
      previously established funds, or the placement of limitations on the
      availability of an investment fund to Participants, shall be chosen by the
      Committee at its discretion. Amounts invested in any one of the investment
      funds shall not share in gains and losses experienced by any other fund.
      Notwithstanding the establishment of separate investment funds within the
      Trust, the Trust shall at all times constitute a single trust.

            (d) A Participant may elect at any time to transfer any cash or
      other property, including shares of Advanced Medical Optics, Inc.
      ("non-Company Stock assets") or amounts previously diversified under
      Section 5.12, accumulated in his or her ESOP Account among any of the
      investment funds currently offered and currently available to Participants
      as determined by the Committee pursuant to paragraph (c) above; provided,
      however, the total amount transferred shall be made in 1% increments of
      the amount accumulated in such funds. Any transfer among investment funds
      shall be effective as soon as administratively feasible. A Participant
      shall effect a transfer election under procedures established by the
      Committee for this purpose.

            (e) Notwithstanding anything in the Plan to the contrary, the
      following additional transfer restrictions shall apply to all Participants
      who are Insiders as defined in Section 5.12.

                  (i) Any Insider who transfers amounts invested in Company
            Stock and into another fund or withdraws cash in a transaction that
            results in the liquidation of Company Stock (pursuant to Sections
            5.7 or to the extent applicable under Section 5.12), may not for a
            period of six months following the Participant's election to so
            transfer funds or withdraw cash, as the case may be, make an
            election to transfer amounts from another fund and invest in Company
            Stock.

                  (ii) Any Insider who transfers amounts invested in a
            non-Company Stock fund to invest in Company Stock, may not for a
            period of six months following the Participant's election to so
            transfer funds make an election to (1) sell Company Stock and
            transfer the proceeds to another fund, (2) withdraw


                                       31
<PAGE>

            cash that results in the liquidation of Company Stock or (3) make a
            diversification election under Section 5.12 subject to the
            requirements of Code Section 401(a)(28), if applicable or (4)
            utilize the Allergan Inc. Savings and Investment Plan 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.

            (f) It is intended that to the extent a Participant may diversify or
      direct the investment of his or her ESOP Account 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 ESOP Account is to be
      invested. The fact that an investment option is offered shall not be
      construed to be a recommendation of investment.

      6.4. 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 1934, as from time to time amended
and in effect) to acquire any or all shares of Company Stock held by the Trust
(an "Offer"), whether or not such Company Stock is allocated to Participants'
ESOP Accounts, 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 (i) with respect to any Company Stock held by the Trustee
      subject to such Offer and allocated to any Participant's ESOP Account, by
      each Participant to whose ESOP Account any of such Company Stock is
      allocated and (ii) with respect to any Company Stock held by the Trustee
      subject to such Offer and not allocated to any Participant's ESOP Account,
      by each Participant who is an Eligible Employee with respect to a number
      of shares (including fractional shares) of such unallocated Company Stock
      equal to the total number of shares of such unallocated Company Stock
      multiplied by a fraction the numerator of which is the annualized
      Compensation of such Participant for the calendar year in which such Offer
      is made and the denominator of which is the total annualized Compensation
      for the calendar year in which such Offer is made of all such Participants
      who are Eligible Employees.

            (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


                                       32
<PAGE>

      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 (including any subsequent release and
      allocation of Company Stock held in the Exempt Loan Suspense Subfund).

            (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 Section 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 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


                                       33
<PAGE>

      (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 ESOP 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 paragraphs
      (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 unless the Trustee is directed otherwise as
      provided in paragraph (b) above, (ii) the Participant shall be a named
      fiduciary (as described in paragraph (m) below) with respect 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.


                                       34
<PAGE>

            (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 ESOP 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 ESOP Account under the Plan and with respect to
      his or her pro-rata portion of the unallocated Company Stock for which he
      or she is entitled to issue instructions in accordance with paragraph (a)
      of this Section solely for purposes of exercising the rights of a
      shareholder with respect to an Offer pursuant to this Section 6.4 and
      voting rights pursuant to Section 7.13.

            (n) To the extent that an Offer results in the sale of Company Stock
      in the Trust and allocated to the ESOP Accounts of Participants, the
      Committee shall instruct the Trustee as to the investment of the proceeds
      of such sale. To the extent that an Offer results in the sale of Company
      Stock in the Trust and not allocated to the ESOP Accounts of any
      Participant, the proceeds from such sale shall first be applied to repay
      the fullest extent possible, all Exempt Loans then outstanding. To effect
      such repayment, the Trustee shall seek such consents and approvals from
      lenders under any Exempt Loans as may be necessary or convenient to permit
      the tender of shares of Company Stock held in the Exempt Loan Suspense
      Subfund. To the extent that proceeds from the sale of shares held in the
      Exempt Loan Suspense Subfund exceed the outstanding principal and interest
      of all Exempt Loans, such excess proceeds shall be allocated to each
      Eligible Participant's (as defined in Section 4.2(d)) Non-Stock Subaccount
      in the same manner as


                                       35
<PAGE>

      allocations under Section 4.2(a); provided, however, that only an Eligible
      Participant who is employed on the date of the closing of the sale
      pursuant to the Offer shall be deemed an Eligible Participant entitled to
      an allocation of excess sale proceeds for purposes of this Section 6.4(n)
      only. To the extent that less than all of the shares of Company Stock held
      in the Exempt Loan Suspense Subfund are tendered in an Offer and repayment
      of an Exempt Loan results in a release of shares of Company Stock from the
      Exempt Loan Suspense Subfund in excess of those tendered in such Offer,
      the excess released shares of Company Stock shall be allocated to each
      Eligible Participant's ESOP Account in the same manner as allocations
      under Section 4.2(c); provided, however, that only an Eligible Participant
      who is employed on the date of the closing of the sale pursuant to the
      Offer shall be deemed an Eligible Participant entitled to an allocation of
      Company Stock for purposes of this Section 6.4(n) only. To the extent that
      allocations to Eligible Participants under this Section 6.4(n) constitute
      Annual Additions, all such allocations shall be subject to the limitations
      set forth in Article XI hereof. Any allocations to which Eligible
      Participants would be entitled under this Section 6.4(n) but for the
      limitations of Article XI, shall be held in the 415 Suspense Account and
      allocated to Eligible Participants in accordance with Article XI.

            (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.

      6.5. 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, 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.

      6.6. Accounting and Valuations.

                  (a) The following special accounting rules shall apply to the
            Trust Fund.


                                       36
<PAGE>

                   (i) Each Participant's ESOP Account shall consist of a
            portion comprised of cash and all other assets except for Company
            Stock (the "Non-Stock Subaccount") and a portion comprised solely of
            Company Stock (the "Stock Subaccount").

                  (ii) Gains or losses on Non-Stock Subaccounts shall be
            credited in accordance with this Section as if the Non-Stock
            Subaccounts collectively constituted a separate pooled investment
            fund.

                  (iii) Stock Subaccounts shall be credited with a specific
            number of shares of Company Stock rather than an individual interest
            in a pool of Company Stock.

            (b) Non-Stock Subaccounts may be invested in Company Stock from time
      to time, and Company Stock so acquired shall be allocated among Stock
      Subaccounts in proportion to the amount debited to the corresponding
      Non-Stock Subaccounts.

            (c) As of each Valuation Date each Participant's Non-Stock
      Subaccount shall be credited (debited) with the "allocable share" of the
      net income (loss) of the non-Company Stock portion of the Trust Fund
      valued as of such Valuation Date in proportion to Non-Stock Subaccount
      balances. For this purpose, except as provided in Section 6.7, the net
      income (loss) of the Trust Fund shall not include any income with respect
      to securities in the Exempt Loan Suspense Subfund acquired with the
      proceeds of an Exempt Loan.

            (d) In making valuations required by the Plan, the Trustee shall
      value all assets of the Trust at fair market value. Such fair market value
      shall be determined from facts reasonably available to the Trustee. In
      making said determination, the Trustee may, but need not, select and rely
      upon the advice and opinions of appraisers, brokers, investment counsel,
      or any other persons believed by the Trustee to be competent. Any
      determination of value so made shall, for all purposes of the Plan,
      conclusively establish such value.

            (e) If Company Stock is readily tradeable stock (as that term is
      used under Code Section 409(h)), valuation of each Participant's Stock
      Subaccount shall, at any relevant times, be worth the fair market value on
      that date of the shares of Company Stock credited to it. Valuations of any
      Company Stock held by the Trust which is not readily tradable stock shall
      be performed by an independent appraiser or valuation consultant.

            (f) The Committee shall establish accounting procedures for the
      purpose of making the allocations, valuations and adjustments to
      Participants' ESOP Accounts provided for in Article VI hereof. Such
      accounting procedures shall include adequate records of the cost basis of
      Company Stock allocated to ESOP Accounts and the identity of shares
      acquired with the proceeds of an Exempt Loan. From time to time, the


                                       37
<PAGE>

      Committee may modify its accounting procedures for the purpose of
      achieving equitable and nondiscriminatory allocations among the ESOP
      Accounts of Participants in accordance with the provisions of the Plan.

            (g) In the event any rights, warrants, or options are issued with
      respect to Company Stock held in Stock Subaccounts, the Committee shall
      direct the Trustee as to whether such rights, warrants, or options shall
      be exercised for such Subaccounts using cash as may be available in
      corresponding Non-Stock Subaccounts. Company Stock so acquired shall be
      credited to corresponding Stock Subaccounts in proportion to the amount of
      cash withdrawn from the corresponding Non-Stock Subaccounts. A Participant
      shall have no right to request, direct, or demand that the Trust exercise
      on his or her behalf rights to purchase Company Stock.

            (h) The Participants and their Beneficiaries shall assume all risks
      in connection with any decrease in the value of any assets invested in the
      Trust Fund which are allocated to their ESOP Accounts.

      6.7. Dividends.

            (a) As determined by the Committee, dividends on shares of Company
      Stock allocated to ESOP Accounts shall be either (i) applied to repay an
      Exempt Loan then outstanding; (ii) paid directly to Participants or
      Beneficiaries; or (iii) retained in the Trust and treated as net income of
      the Trust. Any resulting allocation shall be made according to the
      following rules:

                  (i) If cash dividends are used to repay an Exempt Loan, the
            appropriate number of shares of Company Stock shall be released from
            the Exempt Loan Suspense Subfund pursuant to Section 4.2(b).
            Notwithstanding the foregoing, if the fair market value of the
            shares released pursuant to Section 4.2(b) from the application of
            cash dividends to repay an Exempt Loan under this Section 6.7(a)(i)
            is less than such cash dividends, additional shares shall be
            released from the Exempt Loan Suspense Subfund until the fair market
            value of such released shares equals the amount of such cash
            dividends. Such Company Stock shall be allocated to Participants'
            Stock Subaccounts in proportion to the number of shares of Company
            Stock allocated to Participants' Stock Subaccounts for which such
            cash dividend was paid.

                  (ii) If cash dividends are retained in the Trust and are not
            used to pay expenses of the Plan, such dividends shall be allocated
            as of the date specified by the Committee to Non-Stock Subaccounts
            in proportion to the shares of Company Stock held in corresponding
            Stock Subaccounts for which such dividends were distributed to the
            Trust.

                  (iii) If stock dividends are retained in the Trust and are not
            used to pay expenses of the Plan, such dividends shall be credited
            on the date specified by the


                                       38
<PAGE>

            Committee to Stock Subaccounts in proportion to the shares of
            Company Stock held in such Subaccounts for which such dividends were
            distributed to the Trust.

                  (iv) If the Committee determines that cash or stock dividends
            shall be distributed directly to Participants or Beneficiaries, such
            dividends shall be distributed on the date specified by the
            Committee in proportion to the shares of Company Stock held in such
            Participant's or Beneficiary's Stock Subaccount for which such
            dividends were distributed.

                  (v) If cash dividends are received by the Trust on or after
            January 1, 2002, such dividends to the extent received on shares of
            Company Stock allocable to a Participant's ESOP Account shall be
            reinvested in Company Stock and held in such Participant's or
            Beneficiary's Stock Subaccounts, or to the extent such dividends are
            vested, shall be distributed to the Participant or Beneficiary not
            later than 90 days after the close of the Plan Year in which such
            dividends are paid if so elected by the Participant or Beneficiary.

            (b) As determined by the Committee, dividends on shares of Company
      Stock held in the Exempt Loan Suspense Subfund or on shares of Company
      Stock contributed to the Trust Fund but not yet allocated to Participant's
      ESOP Accounts shall be either (i) applied to repay an Exempt Loan then
      outstanding or (ii) retained in the Trust. Any resulting allocation shall
      be made according to the following rules:

                  (i) If cash or stock dividends are used to repay an Exempt
            Loan, the appropriate number of shares of Company Stock shall be
            released from the Exempt Loan Suspense Subfund pursuant to Section
            4.2(b). Such Company Stock shall be allocated to Participants Stock
            Subaccounts pursuant to Section 4.2(c).

                  (ii) If cash dividends are not used to repay an Exempt Loan,
            they shall be considered income of the Trust and, if not used to pay
            expenses of the Plan, shall be allocated to Participants' ESOP
            Accounts in proportion to their respective ESOP Account balances.

                  (iii) If stock dividends are not used to repay an Exempt Loan
            or used to pay expenses of the Plan, they shall be retained in the
            Exempt Loan Suspense Subfund until released from such Subfund
            pursuant to Section 4.2(b) and allocated to Participants Stock
            Subaccounts pursuant to Section 4.2(c).

      6.8. Non-Diversion of Trust Fund. Except as hereinafter provided, all
assets of the Trust shall be held by the Trustee for the exclusive benefit of
Plan Participants and Beneficiaries. At no time shall any part of the Trust be
used for or diverted to purposes other than for the exclusive benefit of the
Participants and Beneficiaries under the Plan except as follows:


                                       39
<PAGE>

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

            (b) All contributions to the Trust are hereby conditioned upon the
      Plan satisfying all of the requirements of Code Section 401(a), as
      evidenced by the issuance by the Internal Revenue Service of a favorable
      determination letter with respect to the Plan. If the Plan does not
      qualify, the Plan may be revoked at the Sponsor's written election, and
      any or all such contributions with respect to the portion revoked may be
      returned to the Company within one year after the date of the Internal
      Revenue Service's denial of the qualification of the Plan or a portion
      thereof. Upon such a revocation the affairs of the Plan and Trust shall be
      terminated and wound up as the Sponsor shall direct.

            (c) Contributions to the Trust Fund are conditioned on deductibility
      under Code Section 404. To the extent a deduction is disallowed and at the
      Sponsor's written request, such contributions shall be returned to the
      Company as directed by the Sponsor within one year after the disallowance.

            (d) The residue of the 415 Suspense Account that cannot be allocated
      to Participants upon a Plan termination shall revert to the Company as
      directed by the Sponsor in accordance with the provisions of Section 11.7.

      6.9. Company, Committee and Trustee Not Responsible for Adequacy of Trust
Fund. Neither any member of the Committee, any Trustee nor the Company shall be
liable or responsible for the adequacy of the Trust to meet and discharge any or
all payments and liabilities hereunder. All Plan benefits will be paid only from
the Trust assets, and neither any member of the Committee, any Trustee, nor the
Company shall have any duty or liability to furnish the Trust with any funds,
securities or other assets except as expressly provided in the Plan. Except as
required under the Plan or Trust or under Part 4 of Subtitle B, Title I of
ERISA, the Company shall not be responsible for any decision, act, or omission
of a Trustee or a member of the Committee or any Investment Manager (if
applicable), or responsible for the application of any moneys, securities,
investments, or other property paid or delivered to the Trustee.

      6.10. 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-


                                       40
<PAGE>

class mail to such persons at their respective addresses as may be certified to
it by the Committee.

      6.11. 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.

      6.12. 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 Sections 6.4(1) and
7.13(c)).

      6.13. 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 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 Sections 6.4(1) and
7.13(c)).

      6.14. Appointment of Investment Manager. From time to time the Committee,
in accordance with Section 7.6 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


                                       41
<PAGE>

(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.


                                       42
<PAGE>

                                   ARTICLE VII
                          OPERATION AND ADMINISTRATION

      7.1. 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 6.4
hereof, Participants shall be Named Fiduciaries with respect to shares of
Company Stock for which they have the right to sell, transfer, or exchange
pursuant to Section 6.4 and solely for purposes of Section 7.13, Participants
shall be Named Fiduciaries with respect to shares of Company Stock on matters as
to which they are entitled to provide voting directions pursuant to Section
7.13.

      7.2. 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.

      7.3. 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.

      7.4. 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


                                       43
<PAGE>

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.

      7.5. 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
      7.6.

            (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
      the Trustee to purchase are "qualifying employer securities" as defined in
      Code Section 4975(e) or any successor statutes thereto.

            (g) Subject to provisions (a) through (d) of Section 8.1, 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.


                                       44
<PAGE>

             (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 power 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.

      7.6. 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 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 7.13 hereof; and

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

      Any action under this Section 7.6 shall be taken in writing, and no
designation or allocation under Subsection (a), (b) or (c) shall be effective
until accepted in writing by the indicated responsible person.

      7.7. Claims Procedures. If a Participant or his or her Beneficiary
believes that he or she is being denied any rights or benefits under the Plan,
the Participant, Beneficiary, or in either case, his or her authorized
representative (the "Claimant") shall follow the administrative procedures for
filing a claim for benefits as set forth in this Section. A claim for benefits
shall be in writing and shall be reviewed by the Committee or a claims official
designated by the Committee. The Committee or claims official shall review a
claim for benefits in accordance with the procedures established by the
Committee subject to the following administrative procedures set forth in this
Section.


                                       45
<PAGE>

             (a) The Committee shall furnish the Claimant with written or
      electronic notice of the decision rendered with respect to a claim for
      benefits within 90 days following receipt by the Committee (or its
      delegate) of the claim unless the Committee determines that special
      circumstances require an extension of time for processing the claim. In
      the event an extension is necessary, written or electronic 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 or
      electronic 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), (iv) an
      explanation of the Plan's appeals procedures, and (v) a statement of the
      Claimant's right to bring a civil action under Section 502(a) of ERISA if
      his or her claim is denied upon appeal.

            (c) In the case of a denial of a claim, a Claimant who wishes to
      appeal the decision shall follow the administrative procedures for an
      appeal as set forth in Section 7.8 below.

      7.8. 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. Appeals shall be reviewed
in accordance with the procedures established by the Committee subject to the
following administrative procedures set forth in this Section.

            (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 following his or her receipt of the notice of
      denial with respect to the claim.

            (b) The Claimant's appeal may include written comments, documents,
      records and other information relating to his or her claim. The Claimant
      may review all pertinent documents and, upon request, shall have
      reasonable access to or be provided free of charge, copies of all
      documents, records, and other information relevant to his or her claim.

            (c) The Committee shall provide a full and fair review of the appeal
      and shall take into account all claim related comments, documents,
      records, and other information submitted by the Claimant without regard to
      whether such information was submitted or considered under the initial
      determination or review of the initial determination. Where appropriate,
      the Committee will overturn a notice of denial if it determines that an
      error was made in the interpretation of the controlling plan documents or
      if the Committee determines that an existing interpretation of the
      controlling plan documents should be


                                       46
<PAGE>

      changed on a prospective basis. In the event the Claimant is a
      subordinate, as determined by the Committee, to an individual conducting
      the review, such individual shall recuse himself or herself from the
      review of the appeal.

            (d) The Committee shall furnish the Claimant with written or
      electronic notice of the decision rendered with respect to an appeal
      within 60 days following receipt by the Committee of the appeal unless the
      Committee determines that special circumstances require an extension of
      time for processing the appeal. In the event an extension is necessary,
      written or electronic 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.

            (e) In the case of a denial of an appeal, the written or electronic
      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 relating to his or her claim for
      benefits, and (iv) a statement of the Claimant's right to bring a civil
      action under Section 502(a) of ERISA.

      7.9. 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 7.6, 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 6.15 hereof or as to
which management and control has been retained by the Trustee.

      7.10. Indemnification and Insurance. To the extent permitted by law, the
Company shall indemnify and hold harmless the Committee and each member thereof,
each Trustee, 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 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.

      7.11. 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


                                       47
<PAGE>

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.

      7.12. 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.

      7.13. 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 either from the Committee or from Participants, depending on who
has the right to direct the voting of such Company Stock as provided in the
following provisions of this Section 7.13.

            (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 7.13(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, (1) each Participant shall be entitled to direct
            the Trustee as to the voting of all Company Stock allocated and
            credited to his or her ESOP Account and (2) each Participant who is
            an Eligible Employee shall be entitled to direct the Trustee as to
            the voting of a portion of all Company Stock not allocated to the
            ESOP Accounts of Participants, with such portion equal to the total
            number of shares of such unallocated stock multiplied by a fraction
            the numerator of which is the number of shares of Company Stock
            allocated and credited to his or her ESOP account and the
            denominator of which is the total number of shares of Company Stock
            allocated and credited to all ESOP Accounts of Participants.

                  (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, (1) each Participant shall be entitled to
            direct the Trustee as to the voting of all Company Stock allocated
            and credited to his or her ESOP Account


                                       48
<PAGE>

            and (2) each Participant who is an Eligible Employee shall be
            entitled to direct the Trustee as to the voting of a portion of all
            Company Stock not allocated to the ESOP Accounts of Participants,
            with such portion determined in the same manner as under paragraph
            (a)(i) above.

            (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 Company Stock credited to his or her ESOP Account,
      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 7.13 or certain Offers pursuant to Section 6.4.

            (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


                                       49
<PAGE>

      paragraph 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
      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.

      7.14. 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.


                                       50
<PAGE>

                                  ARTICLE VIII
                         AMENDMENT AND ADOPTION OF PLAN

      8.1. 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 7.5(g).

      8.2. 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.


                                       51
<PAGE>

                                   ARTICLE IX
                         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. If, at the time of discontinuance, there is
any amount outstanding on an Exempt Loan, any amount remaining in the Exempt
Loan Suspense Subfund shall be disposed of as provided in any applicable loan
agreement.


                                       52
<PAGE>

                                    ARTICLE X
                             TERMINATION AND MERGER

      10.1. 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. If, at the time of termination, there is any amount outstanding in an
Exempt Loan, any amount remaining in the Exempt Loan Suspense Subfund shall be
disposed of in a manner that provides for the repayment of amounts outstanding
in any such Exempt Loan. 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 ESOP Accounts of Eligible
Participants as defined in Section 4.2(d) to the maximum extent permitted by
law. The Trust Fund may not be fully or finally liquidated until all assets are
allocated to ESOP 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 11.6.

      10.2. 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.

      10.3. 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).

      10.4. 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.


                                       53
<PAGE>

             (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 in any amounts allocated to their ESOP Accounts
      on the date of such Change in Control and in any amounts allocated to
      their 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) and prior to January 1, 2000, a "Change in Control" shall be
      as defined in the Plan prior to this restatement. On or after January 1,
      2000, a "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 date hereof, 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 this 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


                                       54
<PAGE>

                  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 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 Company 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 Company 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.

            (c) In the event of a Change in Control (as defined in Section
      10.4(b) above), the Company shall be required to repay in full, solely
      from its own funds and within thirty (30) days following the date of such
      Change in Control, all Exempt Loans and Substitute Loans outstanding on
      the date of the Change in Control. Notwithstanding any other provision of
      the Plan to the contrary, all assets (including Company Stock) and funds
      that released from the Exempt Loan Suspense Subfund on account of
      repayment by


                                       55
<PAGE>

      the Company under this Section 10.4(c) shall be allocated, for the Plan
      Year in which the Change in Control occurs, in accordance with the formula
      set forth herein (consistent with the requirements imposed under Article
      XI and other requirements of the Code). Under the formula for allocation
      set forth herein, assets and funds that are released shall be allocated to
      Employees who are Eligible Participants (as defined in Section 4.2(d)) as
      of the date of the Change in Control (or who would have been Eligible
      Participants but for their death, Disability or retirement at or after age
      55 during the Plan Year) in the same ratio that each such Participant's
      Compensation for the Plan Year through the last pay period ending on or
      before the date of such Change in Control bears to the total Compensation
      of all such Participants for the Plan Year through their last pay periods
      ending on or before the date of such Change in Control.

            (d) For purposes of this Section 10.4, a Change of Control shall not
      be deemed to have occurred upon the distribution of the stock of Advanced
      Medical Optics, Inc. on June 29, 2002 by the Sponsor to its stockholders.


                                       56
<PAGE>

                                   ARTICLE XI
                            LIMITATION ON ALLOCATIONS

      11.1. General Rule.

            (a) The total Annual Additions under the Plan to a Participant's
      ESOP Account 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 11.5), from the Company for the
            Limitation Year.

      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 XI, 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 8.2 and the term "Limitation Year" shall mean
      the Plan Year.

      11.2. Annual Additions. For purposes of Section 11.1, 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,
      except that the Annual Addition shall exclude the portion of the Company
      contribution representing interest on an Exempt Loan, provided that no
      more than one-third of the Company's contributions to the Trust Fund
      deductible under Code Section 404(a)(9) for a Limitation Year are
      allocated to Highly Compensated Employees.

            (b) All amounts contributed by the Participant.

            (c) Forfeitures allocated to such Participant. For purposes of this
      Section 11.2, forfeitures shall not include forfeitures of Company Stock
      acquired through the Trust Fund with the proceeds of an Exempt Loan,
      provided that no more than one-third of the Company's contributions to the
      Trust Fund deductible under Code Section 404(a)(9) for a Limitation Year
      are allocated to Highly Compensated Employees.


                                       57
<PAGE>

            (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.

            (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.

      11.3. 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
11.1.

      11.4. Adjustment 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 limitations set forth in Section
11.1, then excess Annual Additions shall be eliminated in accordance with the
following rules and in the following order:

            (a) Excess Annual Additions shall be eliminated by reducing the
      allocation to the Participant's ESOP Account by the amount of the excess
      and treating such amount as a forfeiture under Section 5.3 hereof and
      reallocating such amount proportionately to the ESOP Accounts of other
      Participants receiving allocations for the Limitation Year up to the
      limits set forth in Section 11.1.

            (b) After each Participant's ESOP Account has been credited under
      paragraph (a) with an amount bringing his or her ESOP Account up to his or
      her maximum Annual Addition (determined under the provisions of this
      Article XI), any remaining excess Annual Addition shall be transferred and
      credited to a 415 Suspense Account established for the purpose of this
      Section 11.4.

            (c) Any amounts held in the 415 Suspense Account shall be treated as
      Company contributions and allocated to the ESOP Accounts of Eligible
      Participants (as defined in Section 4.2(d)) as of the last day of the next
      succeeding Plan Year in accordance with the allocation formula applicable
      to Company contributions provided in Section 4.2. The 415 Suspense Account
      shall be exhausted before any Company contributions shall be allocated to
      the ESOP Accounts of Participants subsequent to the date upon which any
      residue excess Annual Addition as described in paragraph (c) is credited
      to the 415 Suspense Account.


                                       58
<PAGE>

      11.5. 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 maintaining the Plan 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 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, for Plan Years
      beginning on or after January 1, 1998, any elective amount that is
      excludable from an Employee's gross income under Code Section 132(f)(4).

            (d) 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).

            (d) Notwithstanding anything in the Plan to the contrary,
      Compensation shall be determined in accordance with Code Section 415(c)(3)
      as in effect for Plan Years beginning prior to January 1, 1998 where
      required by applicable law.

      11.6. 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 ESOP 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 4.2(a).


                                       59
<PAGE>

            (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.

            (c) Notwithstanding paragraphs (a) and (b) above, in the event that
      termination of the plan occurs after a Change in Control, all amounts in
      the 415 Suspense Account shall be allocated to Participants only in
      accordance with Section 10.4 hereof, and no part of the 415 Suspense
      Account shall 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.


                                       60
<PAGE>

                                   ARTICLE XII
                                 TOP-HEAVY RULES

      12.1. Applicability. Notwithstanding any provision in the Plan to the
contrary, and subject to the limitations set forth in Section 12.6, the
requirements of Sections 12.4 and 12.5 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 12.3. For the purpose of this Article XII, the term "Company"
shall mean the Sponsor and any Affiliated Company whether or not such Affiliated
Company has adopted the Plan.

      12.2. Definitions. For purposes of this Article XII, 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.

            (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.

            (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.


                                       61
<PAGE>

             (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 12.2 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 12.2
      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 XII, an Employee's Compensation
      shall be determined in accordance with the rules of Section 11.5.

      12.3. Top-Heavy Status

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

                  (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

                  (ii) cumulative accrued benefits under the plan for all
            Employees; and

                  (iii) 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


                                       62
<PAGE>

      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 "5-year period" for "l -year period." 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 12.3.

            (e) If any individual has not performed services for the Company at
      any time during the one year period 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
      12.3.

            (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 XII, the definitions provided
      under this Section 12.3 shall be applied and interpreted in a manner
      consistent with the provisions of Code Section 416(g) and the regulations
      thereunder.

      12.4. Minimum Contributions. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the minimum Company Contributions for that
year shall be determined in accordance with the rules of this Section 12.4.

            (a) Except as provided below, the minimum contribution for each
      Non-Key Employee shall be not less than 3% of his or her compensation.

            (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 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


                                       63
<PAGE>

      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.

            (c) The Participant's minimum contribution determined under this
      Section 12.4 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.

      12.5. 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 5.2.

      12.6. Non-Eligible Employees. The rules of this Article XII 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.


                                       64
<PAGE>

                                  ARTICLE XIII
                       RESTRICTION ON ASSIGNMENT OR OTHER
                           ALIENATION OF PLAN BENEFITS

      13.1. 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 XIII, 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.

      13.2. Qualified Domestic Relations Orders. The rules set forth in Section
13.1 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:


                                       65
<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: (1) 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);
            (2) 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; (3) the number of payments or period
            to which the order applies; and (4) each plan to which the order
            applies.

             For purposes of this Section 13.2, "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 Participant attains (or
            would have first attained) his or her earliest retirement age (as
            defined in Code Section 414(p)(4)(B));


                                       66
<PAGE>

                   (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

                  (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 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.

            (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 who


                                       67
<PAGE>

      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 13.2, 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.


                                       68
<PAGE>

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

      14.1. 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.

      14.2. 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.

      14.3. 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.

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

      14.5. Interpretation. The provisions of the Plan shall in all cases be
interpreted in a manner that is consistent with the Plan satisfying (a) the
requirements of Code Section 401(a) and related statutes for qualification as a
stock bonus plan and (b) the requirements of Code Section 4975(e)(7) and related
statutes for qualification as an employee stock ownership plan and eligibility
for the prohibited transaction exemption provided under Code Section 4975(d)(3)
and its related statutes under ERISA.

      14.6. 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.

      14.7. 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.

      14.8. 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.

      14.9. 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


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<PAGE>

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

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


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<PAGE>

      IN WITNESS WHEREOF, Allergan, Inc. hereby executes this instrument,
evidencing the terms of the Allergan, Inc. Employee Stock Ownership Plan as
restated this 18th day of December, 2002.

ALLERGAN, INC.

By          /s/ Douglas Ingram
  ---------------------------------------------------
  Douglas Ingram
  Corporate Vice President, General Counsel and Secretary


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