<PAGE>

                                                                    EXHIBIT 10.8

                                 ALLERGAN, INC.

                                  PENSION PLAN

RESTATED
2003

<PAGE>

                                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        Accrued Benefit ............................................................      3
2.2        Active Participant .........................................................      3
2.3        Actuarial Equivalent .......................................................      3
2.4        Affiliated Company .........................................................      3
2.5        Age ........................................................................      3
2.6        Annuity Starting Date ......................................................      3
2.7        Average Earnings ...........................................................      3
2.8        Beneficiary ................................................................      4
2.9        Benefit Year ...............................................................      4
2.10       Board of Directors .........................................................      4
2.11       Code .......................................................................      4
2.12       Committee ..................................................................      4
2.13       Company ....................................................................      4
2.14       Earnings ...................................................................      4
2.15       Effective Date .............................................................      5
2.16       Eligibility Computation Period .............................................      5
2.17       Eligible Employee ..........................................................      6
2.18       Eligible Retirement Plan ...................................................      6
2.19       Eligible Rollover Distribution .............................................      7
2.20       Employee ...................................................................      7
2.21       Employment Commencement Date ...............................................      8
2.22       ERISA ......................................................................      8
2.23       Fund .......................................................................      8
2.24       Highly Compensated Employee ................................................      8
2.25       Hour of Service ............................................................      9
2.26       Investment Manager .........................................................      9
2.27       Leased Employee ............................................................      9
2.28       Normal Retirement Date .....................................................      9
2.29       Participant ................................................................     10
2.30       Period of Severance ........................................................     10
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                                TABLE OF CONTENTS

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2.31       Plan .......................................................................     10
2.32       Plan Administrator .........................................................     10
2.33       Plan Year ..................................................................     10
2.34       Primary Social Security Benefit ............................................     10
2.35       Qualified Joint and Survivor Annuity .......................................     10
2.37       Severance ..................................................................     11
2.38       Severance Date .............................................................     11
2.39       Single Life Annuity ........................................................     12
2.40       SKB Plan ...................................................................     12
2.41       Special Retirement Eligibility Date ........................................     12
2.42       Spin-Off Date ..............................................................     12
2.43       Sponsor ....................................................................     12
2.44       Trust ......................................................................     12
2.45       Trustee ....................................................................     12
2.46       Vesting Year ...............................................................     12

ARTICLE III
PARTICIPATION .........................................................................     14

3.1        Participation for the 2003 Plan Year and thereafter ........................     14
3.2        Participation for the 2002 Plan Year .......................................     14
3.3        Participation prior to the 2002 Plan Year ..................................     14

ARTICLE IV
ACCRUAL OF BENEFITS ...................................................................     15

4.1        Accrued Benefit Formula ....................................................     15
4.2        Minimum Accrued Benefit ....................................................     15
4.3        Accrued Benefit for Participants with Earnings in excess of $150,000
              prior to January 1, 1994 ................................................     15
4.4        Accrued Benefit for Participants Participating in the
              Voluntary Early Retirement Incentive Program ............................     16
4.5        Temporary Supplemental Monthly Benefit for Participants Participating in the
              Voluntary Early Retirement Incentive Program ............................     16

ARTICLE V
BENEFITS ..............................................................................     18

5.1        Normal Retirement ..........................................................     18
5.2        Postponed Retirement .......................................................     18
5.3        Early Retirement ...........................................................     18
5.4        Termination of Employment ..................................................     20
5.5        Consent to Pension Payments ................................................     21
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                                       ii
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                                TABLE OF CONTENTS

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5.6        Maximum Pension ............................................................     21
5.7        Defined Benefit Fraction and Defined Contribution Fraction .................     24
5.8        Mandatory Commencement of Benefits .........................................     25
5.9        Reemployment ...............................................................     26
5.10       Other Disabled Participants ................................................     27
5.11       Nonforfeitable Interest ....................................................     27
5.12       Compensation for Maximum Pension ...........................................     28

ARTICLE VI
FORM OF PENSIONS ......................................................................     29

6.1        Unmarried Participants .....................................................     29
6.2        Married Participants .......................................................     29
6.3        Election of Optional Form of Benefit .......................................     29
6.4        Optional Forms of Benefit ..................................................     30
6.5        Cash-Outs ..................................................................     31

ARTICLE VII
PRE-RETIREMENT DEATH BENEFITS .........................................................     32

7.1        Eligibility ................................................................     32
7.2        Spousal Benefit ............................................................     32
7.3        Alternative Death Benefit ..................................................     33
7.4        Children's Survivor Benefit ................................................     33
7.5        Waiver of Spousal Benefit ..................................................     34

ARTICLE VIII
CONTRIBUTIONS .........................................................................     35

8.1        Company Contributions ......................................................     35
8.2        Source of Benefits .........................................................     35
8.3        Irrevocability .............................................................     35

ARTICLE IX
ADMINISTRATION ........................................................................     36

9.1        Appointment of Committee ...................................................     36
9.2        Transaction of Business ....................................................     36
9.3        Voting .....................................................................     36
9.4        Responsibility of Committee ................................................     36
9.5        Committee Powers ...........................................................     37
9.6        Additional Powers of Committee .............................................     38
9.7        Periodic Review of Funding Policy ..........................................     38
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                                      iii
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                                TABLE OF CONTENTS

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9.8        Claims Procedures ..........................................................     38
9.9        Appeals Procedures .........................................................     39
9.10       Limitation on Liability ....................................................     40
9.11       Indemnification and Insurance ..............................................     40
9.12       Compensation of Committee and Plan Expenses ................................     40
9.13       Resignation ................................................................     41
9.14       Reliance Upon Documents and Opinions .......................................     41
9.15       Appointment of Investment Manager ..........................................     41

ARTICLE X
AMENDMENT AND ADOPTION OF PLAN ........................................................     42

10.1       Right to Amend Plan ........................................................     42
10.2       Adoption of Plan by Affiliated Companies ...................................     42

ARTICLE XI
TERMINATION AND MERGER ................................................................     44

11.1       Right to Terminate Plan ....................................................     44
11.2       Merger Restriction .........................................................     44
11.3       Effect on Trustee and Committee ............................................     44
11.4       Effect of Reorganization, Transfer of Assets or Change in Control ..........     44
11.5       Termination Restrictions ...................................................     45

ARTICLE XII
TOP-HEAVY RULES .......................................................................     47

12.1       Applicability ..............................................................     47
12.2       Definitions ................................................................     47
12.3       Top-Heavy Status ...........................................................     48
12.4       Minimum Benefit ............................................................     49
12.5       Maximum Benefit ............................................................     50
12.6       Minimum Vesting Rules ......................................................     51
12.7       Noneligible Employees ......................................................     51

ARTICLE XIII
RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS ........................     52

13.1       General Restrictions Against Alienation ....................................     52
13.2       Qualified Domestic Relations Orders ........................................     52
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                                       iv
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                                TABLE OF CONTENTS

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ARTICLE XIV
MISCELLANEOUS .........................................................................     55

14.1       No Right of Employment Hereunder ...........................................     55
14.2       Effect of Article Headings .................................................     55
14.3       Limitation on Company Liability ............................................     55
14.4       Interpretation .............................................................     55
14.5       Withholding For Taxes ......................................................     55
14.6       California Law Controlling .................................................     55
14.7       Plan and Trust as One Instrument ...........................................     55
14.8       Invalid Provisions .........................................................     55
14.9       Counterparts ...............................................................     55
14.10      Forfeitures ................................................................     56
14.11      Facility of Payment ........................................................     56
14.12      Lapsed Benefits ............................................................     56
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APPENDIX A

APPENDIX B

APPENDIX C


                                       v
<PAGE>

                                 ALLERGAN, INC.
                                  PENSION 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. Pension Plan (Restated 2001)" and incorporates the First and
Second Amendments made thereto, and shall be known hereafter as the "Allergan,
Inc. Pension Plan (Restated 2003)."

      1.2 Plan Purpose. The purpose of the Allergan, Inc. Pension Plan (Restated
2003), hereinafter referred to as the "Plan," is to provide additional
retirement income to Eligible Employees of Allergan, and any Affiliated
Companies that are authorized by the Board of Directors of Allergan to
participate in the Plan for their future economic security. The Plan is fully
funded through Company contributions and the assets of 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 payment of
benefits under the Plan.

      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) During the 2002 Plan Year, under election procedures established
      by Allergan, all Employees who are Eligible Employees (as defined in
      Section 2.17(b)) on September 30, 2002 shall be provided with the
      opportunity to make a one-time irrevocable election to either (i) continue
      active participation in the Plan for Plan Years beginning on and after
      January 1, 2003 until their participation is terminated under the terms of
      the Plan or (ii) cease active participation in the Plan for Plan Years
      beginning on and after January 1, 2003 and be eligible to receive an
      allocation equal to 5% of compensation under the Allergan, Inc. Savings
      and Investment Plan as provided under and subject to the terms of that
      plan. Eligible Employees who elect to cease active participation in the
      Plan: (i) shall not be credited with Benefit Years after December 31, 2002
      but shall continue to be credited with Vesting Years as provided under the
      terms of the Plan and (ii) shall be entitled to a monthly pension upon
      completing five (5) Vesting
<PAGE>

      Years or upon reaching the Special Retirement Eligibility Date and
      completing one (1) Vesting Year, the amount of which shall be equal to his
      or her Accrued Benefit determined as of December 31, 2002, at such times
      and in such forms as permitted under the Plan.

            (b) In connection with the distribution of the stock of Advanced
      Medical Optics, Inc. ("AMO") by Allergan to its stockholders on June 29,
      2002, (i) AMO Employees (as defined in Section 2.20) shall cease to be
      eligible to participate in the Plan and shall cease to be credited with
      Benefit Years and Vesting Years under the Plan, (ii) AMO Employees shall
      have a nonforfeitable interest in their Accrued Benefits notwithstanding
      Section 5.11, and (iii) the assets attributable to, and the liabilities
      relating to, arising out of, or resulting from the Accrued Benefits of AMO
      Employees shall remain with the Pension Plan and shall be payable from the
      Plan to AMO Employees at such times and in such forms as permitted under
      the Plan.

            (c) In connection with the closure of the Allergan, Inc. Medical
      Plastics facility in Santa Ana, California ("Medical Plastics"), (i)
      Participants whose employment is terminated as a result of the closure of
      Medical Plastics, as determined by the payroll records of the Sponsor or
      any Affiliated Company shall have a nonforfeitable interest in their
      Accrued Benefits notwithstanding Section 5.11 effective as of their
      termination dates, and (ii) the Accrued Benefits of such Participants
      shall be payable from the Plan to such Participants at such times and in
      such forms as permitted under the Plan.

      1.5 Plan Qualification. The Plan is an employee benefit plan that is
intended to qualify under Code Section 401(a) as a qualified pension plan so as
to assure that the trust created under the Plan is tax exempt pursuant to Code
Section 501(a). 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 Accrued Benefit. "Accrued Benefit" shall mean, for each Participant,
the amount of pension accrued by him or her under Article IV as of the date of
reference. An Accrued Benefit shall only be payable in accordance with Articles
V and VII.

      2.2 Active Participant. "Active Participant" shall mean a Participant who
is an Eligible Employee.

      2.3 Actuarial Equivalent. "Actuarial Equivalent" shall mean a benefit of
equal actuarial value under the assumptions set forth in Appendix A.

      2.4 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.

      2.5 Age. "Age" shall mean a Participant's age at his or her most recent
birthday.

      2.6 Annuity Starting Date. "Annuity Starting Date" shall mean the first
day of the first period for which a Participant's pension is paid as an annuity
or as any other optional form of benefit.

      2.7 Average Earnings. "Average Earnings" shall mean, for each Participant,
12 times the monthly average of his or her Earnings for the 60 consecutive
months that yield the highest average. For purposes of this Section, (i)
nonconsecutive months interrupted only by months in which a Participant has no
Earnings shall be treated as consecutive and (ii) unless the Sponsor expressly
determines otherwise, and except as is expressly provided otherwise in the Plan
or in resolutions of the Board of Directors, amounts paid to a Participant by a
domestic Affiliated Company prior to the effective date on which it became an
Affiliated Company (that would have been Earnings if paid by the Company) before
he or she became a Participant shall be treated as Earnings but only to the
extent such Earnings when added to the Earnings actually paid by the Company do
not result in more than 60 consecutive months of Earnings. If a Participant does
not have Earnings for 60 consecutive months, his or her Average Earnings shall
be 12 times the monthly average of his or her Earnings. For periods beginning on
or after April 1, 2000, a partial month of employment shall be taken into
account only if doing so yields a higher monthly average.


                                       3
<PAGE>

      2.8 Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person or
persons last designated by the Participant to receive the interest of a deceased
Participant.

      2.9 Benefit Year. "Benefit Year" shall mean a credit used to measure a
Participant's service in calculating his or her Accrued Benefit. Each
Participant shall be credited with a number of Benefit Years equal to 1/365th of
(i) the aggregate number of days between his or her 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) and (ii) the aggregate number of days during a Period of
Severance of less than 30 days, but in each case, disregarding any day such
Participant is not an Active Participant and, for periods beginning on or after
January 1, 2003, any day such Participant is on an "Extended Leave of Absence"
as such term is defined in the Allergan, Inc. Welfare Benefits Plan.

      2.10 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.

      2.11 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.

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

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

      2.14 Earnings. "Earnings" shall mean the following:

            (a) Earnings shall include amounts paid during a Plan Year to an
      Employee 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) Earnings shall include amounts of salary reduction elected by
      the Employee under a Code Section 401(k) cash or deferred arrangement or a
      Code Section 125 cafeteria plan, amounts deferred under the Executive
      Deferred Compensation


                                       4
<PAGE>

      Plan, and amounts paid to an Employee pursuant to a "split pay
      arrangement" between the Company and an Affiliated Company.

            (c) Earnings 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
      Employee 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) For purposes of this Section and notwithstanding paragraph (a)
      above, (i) for periods beginning on or after January 1, 2003, if a
      Participant is not an Active Participant at any time during the month, he
      or she shall be deemed to have no Earnings for that month, (ii) for the
      period beginning on April 1, 2001 and ending on December 31, 2002, if a
      Participant is an Employee at any time during a month, Earnings for that
      month shall be the Earnings actually paid to the Participant during such
      month, and (iii) for periods prior to April 1, 2001, if a Participant is
      not an Employee for the entire month, he or she shall be deemed to have no
      Earnings for that month.

            (f) Earnings shall not exceed $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. Any
      cost-of-living adjustments in effect for a calendar year shall apply to
      the Plan Year beginning with or within such calendar year. For purposes of
      determining benefits provided under the Plan in a Plan Year beginning on
      or after January 1, 2002, Earnings for any prior Plan Year shall not
      exceed $200,000.

      2.15 Effective Date. "Effective Date" of this restated Plan shall mean
January 1, 2003 except as provided herein or as otherwise required for the Plan
to continue to maintain its qualified status under Code Section 401(a). The
"Original Effective Date" of the Plan shall mean July 26, 1989.

      2.16 Eligibility Computation Period. "Eligibility Computation Period"
shall mean a 365 day period used for determining whether an Employee is eligible
to participate in the Plan.


                                       5
<PAGE>

      Each Employee shall be credited with (i) the aggregate number of days
      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) and
      (ii) the aggregate number of days during a Period of Severance of less
      than twelve months.

      2.17 Eligible Employee. "Eligible Employee" shall mean:

            (a) For Plan Years beginning on or after January 1, 2003 and subject
      to paragraph (d) below, an Eligible Employee is any "Election Eligible
      Employee" who makes a one-time irrevocable election under procedures
      established by the Sponsor to continue as an Active Participant for Plan
      Years beginning on or after January 1, 2003 and who did not incur a
      Severance on or after October 1, 2002. An "Election Eligible Employee" is
      any Employee who is an Eligible Employee (as defined in paragraph (b)
      below) on September 30, 2002. The classification of an Employee as an
      Eligible Employee for Plan Years beginning on or after January 1, 2003
      shall be determined solely from the records obtained during the election
      period established by the Sponsor.

            (b) For the 2002 Plan Year only and subject to paragraph (d) below,
      an Eligible Employee is any Employee who is employed by the Company but
      not by a joint venture in which the Company is a joint venturer and whose
      Employment Commencement Date or most recent Reemployment Commencement Date
      is prior to October 1, 2002; provided, however, if a former Employee is
      rehired on or after October 1, 2002 but prior to January 1, 2003 and would
      be an Eligible Employee but for his or her Reemployment Commencement Date,
      he or she shall be an Eligible Employee commencing on his or her
      Reemployment Commencement Date but shall cease to be an Eligible Employee
      as of January 1, 2003. Notwithstanding the foregoing, a Leased Employee or
      an Employee of the Company who, as of October 1, 2002, is neither a United
      States citizen nor a United States resident shall not be an Eligible
      Employee.

            (c) For Plan Years beginning prior to January 1, 2002 and subject to
      paragraph (d) below, an Eligible Employee is any Employee who is employed
      by the Company but not by a joint venture in which the Company is a joint
      venturer; provided, however, a Leased Employee or an Employee of the
      Company who is neither a United States citizen nor a United States
      resident shall not be an Eligible Employee.

            (d) Notwithstanding paragraphs (a), (b), and (c) above, (i) an
      Employee with respect to whom retirement benefits have been the subject of
      good faith collective bargaining shall be an Eligible Employee to the
      extent a collective bargaining agreement relating to him or her so
      provides and (ii) a temporary employee classified as such by the Sponsor
      or an Affiliated Company shall not be an Eligible Employee for Plan Years
      beginning prior to January 1, 1996.

            2.18 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


                                       6
<PAGE>

      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).

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

            (a) any distribution that is one of a series of substantially equal
      periodic payments (not less frequently than annually) made for the life
      (or life expectancy) of the Distributee 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);

            (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); and

            (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 an Alternate Payee under a
Qualified Domestic Relations Order (as defined in Article XIII) with regard to
the interest of the spouse or former spouse.

      2.20 Employee.(1) "Employee" shall mean, for purposes of the Plan, any
individual who is employed by the Sponsor or an Affiliated Company, 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 payroll records of the Sponsor or an
      Affiliated Company even if a court or administrative

----------
(1)   Section 2.20 was amended by the First Amendment to the Allergan, Inc.
      Pension Plan (Restated 2001) as set forth above.


                                       7
<PAGE>

      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.

      2.21 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, in
Appendix C to the Plan, or in resolutions of the Board of Directors.

      2.22 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.

      2.23 Fund. "Fund" shall mean the assets accumulated for purposes of the
Plan.

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

            (a) An Employee who performed services for the Company 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 are or were Five Percent Owners (as defined in
            Section 12.2).

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


                                       8
<PAGE>

            (b) 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 Company 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 (as defined in Section 12.2).

            (c) For the purpose of this Section, the term "Compensation" means
      compensation as defined in Code Section 415(c)(3), as set forth in Section
      5.12.

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

      The determination of who is a Highly Compensated Employee, including the
determination of the Compensation that is considered, shall be made in
accordance with Code Section 414(q) and applicable regulations to the extent
permitted thereunder.

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

      2.26 Investment Manager. "Investment Manager" shall mean the one or more
Investment Managers, if any, that are appointed pursuant to the provisions of
Section 9.15 and who constitute investment managers under Section 3(38) of
ERISA.

      2.27 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.

      2.28 Normal Retirement Date. "Normal Retirement Date" shall mean the date
a Participant attains age 65.


                                       9
<PAGE>

      2.29 Participant. "Participant" shall mean: (i) an Active Participant, or
(ii) a former Active Participant who is eligible for an immediate or deferred
benefit under Article V.

      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. Pension 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
9.1 to administer the Plan.

      2.33 Plan Year. "Plan Year" shall mean the calendar year. The Plan Year
shall be the limitation year for purposes of computing limitations on
contributions, benefits and allocations.

      2.34 Primary Social Security Benefit. "Primary Social Security Benefit"
shall mean for purposes of determining a Participant's Accrued Benefit:

            (a) for an Employee whose Severance occurs on or after the date he
      or she attains Age 62, the immediate benefit that is or would have been
      payable to him or her at Age 65 or his or her actual retirement, if
      earlier, under the Social Security Act (or foreign equivalent) as then in
      effect; or

            (b) for an Employee whose Severance occurs prior to Age 62, the
      benefit that would be payable to him or her at Age 62 under the Social
      Security Act (or foreign equivalent) as in effect when he or she incurs a
      Severance, without adjustments for cost of living, projected on the
      assumption that for each month before Age 60, he or she continues to
      receive wages for Social Security purposes equal to one-twelfth of his or
      her Earnings for the calendar year preceding the year in which his or her
      Severance occurs, and that he or she shall receive no further wages for
      Social Security purposes after the later of Age 60 or his or her actual
      Severance.

      2.35 Qualified Joint and Survivor Annuity. "Qualified Joint and Survivor
Annuity" shall mean the form of pension benefit described in this Section. Under
a Qualified Joint and Survivor Annuity, monthly payments to the Participant
shall begin on the date provided in Article V and continue until the last day of
the month in which the Participant's death occurs. On the first day of the
following month, monthly payments in an amount equal to 50% of the monthly
payment to the Participant which is attributable to his or her Accrued Benefit
shall begin to his or her surviving spouse but only if the spouse was married to
the Participant on the date as of which payments to the Participant began.
Payments to a surviving spouse under a Qualified Joint and Survivor Annuity
shall end on the last day of the month in which the spouse's death


                                       10
<PAGE>

occurs. The anticipated payments under a Qualified Joint and Survivor Annuity
shall be the actuarial equivalent of a pension in the form of a Single Life
Annuity in the amount set forth in Article V.

      2.36 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 the entity became 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.

      2.37 Severance. "Severance" shall mean the termination of an Employee's
employment with the Sponsor or an Affiliated Company by reason of such
Employee's death, retirement, resignation or discharge, or otherwise. For
purposes of determining a Participant's Vesting Years and Benefit Years, such
Participant shall not incur a Severance by reason of the following:

            (a) absence due to service in the Armed Forces of the United States,
      if the Employee makes application to the Company for resumption of work
      with the Company, following discharge, within the time specified by then
      applicable law or absence due to qualified military service if so required
      by Code Section 414(u);

            (b) absence resulting from temporary disability on account of
      illness or accident;

            (c) absence while covered by a long term disability plan maintained
      by the Company that is prior to the earlier of (i) a Participant's Normal
      Retirement Date (or, if later, such date the Participant is no longer
      classified as an Eligible Employee as determined by the payroll records of
      the Sponsor or Affiliated Company or (ii) the date his or her pension
      under the Plan commences, provided that the Participant has at least five
      (5) Vesting Years as of the first date of such absence; or

            (d) such other types of absence as the Company may determine by
      uniform policy.

      2.38 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 such Severance as determined in accordance with the provisions of
Section 2.37. In the case of any Employee who incurs a Severance as provided
under Section 2.37 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


                                       11
<PAGE>

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 except as provided in Section 2.37.

      2.39 Single Life Annuity. "Single Life Annuity" shall mean the form of
pension benefit described in this Section. Under a Single Life Annuity, monthly
payments to the Participant shall begin on the date provided in Article V and
continue until the last day of the month in which the Participant's death
occurs.

      2.40 SKB Plan. "SKB Plan" shall mean the Retirement Plan for Employees of
SmithKline Beckman Corporation.

      2.41 Special Retirement Eligibility Date. "Special Retirement Eligibility
Date" shall mean the date a Participant attains age 62.

      2.42 Spin-Off Date. "Spin-Off Date" shall mean on or about July 26, 1989,
SmithKline Beckman Corporation distributed the stock of the Sponsor to its
shareholders, rendering Eligible Employees of the Company ineligible to
participate in the SKB Plan. The liability for the accrued benefits of Eligible
Employees under the SKB Plan and assets sufficient to satisfy applicable legal
requirements were transferred to the Plan in November of 1989. The benefits
which were previously provided by the SKB Plan for former employees of Company
who terminated prior to the Spin-Off Date shall be paid under the Plan.

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

      2.44 Trust. "Trust" or" Trust Fund" shall mean the one or more trusts
created for funding purposes under the Plan.

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

      2.46 Vesting Year. "Vesting Year" shall mean a credit awarded as follows:

            (a) In the case of any Employee who was employed by the Sponsor or
      an Affiliated Company at any time prior to the Original Effective Date,
      for the period prior to the Original Effective Date, such Employee shall
      be credited with that number of Vesting Years under this Plan equal to the
      number of Vesting Years (as that term is defined in the SKB Plan) credited
      to such Employee under the SKB Plan as of the Original Effective Date.

            (b) In the case of any Employee who is employed by the Sponsor or an
      Affiliated Company on or after the Original Effective Date, an Employee
      shall be credited with a number of Vesting Years equal to 1/365th of (i)
      the aggregate number of days


                                       12
<PAGE>

      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) and
      (ii) the aggregate number of days for any Period of Severance of less than
      twelve months. Solely for the purpose of determining an Employee's Vesting
      Years under this paragraph (b), in the case of an Employee who is employed
      by the Sponsor or an Affiliated Company on the Original Effective Date,
      that date shall be deemed to be an Employment Commencement Date of the
      Employee (with Vesting Years for the period prior to the Original
      Effective Date determined under paragraph (a) above).

            (c) In the case of any Employee who is employed under Departments
      120 through 130 at the Allergan Medical Optics - Lenoir facility, such
      Employee shall be credited with a number of Vesting Years equal to 1/365th
      of (i) the aggregate number of days 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) and (ii) the aggregate number of days for
      any Period of Severance of less than twelve months. Solely for the purpose
      of determining an Employee's Vesting Years under this paragraph (c), an
      Employee's Employment Commencement Date or Reemployment Commencement Date
      shall include dates prior to Allergan Medical Optics - Lenoir facility
      becoming an Affiliated Company.


                                       13
<PAGE>

                                   ARTICLE III
                                PARTICIPATION(2)

      3.1 Participation for the 2003 Plan Year and thereafter. For Plan Years
beginning on or after January 1, 2003, participation in the Plan shall be
determined as follows:

            (a) Each Employee or former Employee who is a Participant in the
      Plan as of December 31, 2002 shall continue as a Participant and each
      Participant who is an Active Participant in the Plan as of December 31,
      2002 shall continue as an Active Participant so long as he or she is an
      Eligible Employee (as defined in Section 2.17(a)). Any other Employee
      shall not be eligible to become a Participant in the Plan and any
      Participant who is not an Active Participant on January 1, 2003 shall not
      be eligible to become an Active Participant in the Plan.

            (b) If an Active Participant incurs a Severance after January 1,
      2003 and is subsequently reemployed, he or she shall not be reinstated as
      an Active Participant but shall continue to be credited with Vesting
      Service in accordance with Section 2.46 and shall be entitled to a monthly
      pension upon completing five (5) Vesting Years or reaching the Special
      Retirement Eligibility Date and completing one (1) Vesting Year, the
      amount of which shall be equal to his or her Accrued Benefit determined as
      of his or her first Severance Date following January 1, 2003, at such
      times and in such forms as permitted under Article V.

      3.2 Participation for the 2002 Plan Year. For the 2002 Plan Year, each
Employee or former Employee who is a Participant in the Plan as of December 31,
2001 shall continue as a Participant and each Participant who is an Active
Participant in the Plan as of December 31, 2001 shall continue as an Active
Participant so long as he or she is an Eligible Employee (as defined in Section
2.17(b)). Any other Eligible Employee (as defined in Section 2.17(b)) shall
become a Participant in the Plan on the later of: (i) the date the Eligible
Employee completes his or her Eligibility Computation Period, or December 31,
2002, if earlier, or (ii) the date the Employee becomes an Eligible Employee,
and shall continue as an Active Participant so long as he or she is an Eligible
Employee.

      3.3 Participation prior to the 2002 Plan Year. For Plan Years prior to
January 1, 2002, each Eligible Employee (as defined in Section 2.17(c)) became a
Participant in the Plan on the later of: (i) the date the Employee completed his
or her Eligibility Computation Period or (ii) the date the Employee became an
Eligible Employee, and continued as an Active Participant so long as he or she
was an Eligible Employee.

----------
(2)   Article III was amended in its entirety by the Second Amendment to the
      Allergan, Inc. Pension Plan (Restated 2001) as set forth above.


                                       14
<PAGE>

                                   ARTICLE IV
                               ACCRUAL OF BENEFITS

      4.1 Accrued Benefit Formula. Each Participant shall have an Accrued
Benefit equal to one-twelfth (1/12) of the sum of:

            (a) 1.23% of his or her Average Earnings not in excess of Covered
      Compensation multiplied by the number of his or her Benefit Years to a
      maximum of 35 Benefit Years; plus

            (b) 1.73% of his or her Average Earnings in excess of Covered
      Compensation multiplied by the number of his or her Benefit Years to a
      maximum of 35 Benefit Years; plus

            (c) .50% of his or her Average Earnings multiplied by the number of
      his or her Benefit Years in excess of 35 Benefit Years.

      For purposes of this Section, "Covered Compensation" is the average
(without indexing) of the social security wage bases in effect for each calendar
year during the 35-year period ending with the calendar year in which the
Participant attains (or will attain) the social security retirement age as
defined in Code Section 415(b)(8). In determining a Participant's Covered
Compensation for a Plan Year, it is assumed that the social security wage base
in effect at the beginning of the Plan Year will remain the same for all future
calendar years."

      4.2 Minimum Accrued Benefit. Notwithstanding any other provision of the
Plan, under no circumstances shall any Participant's Accrued Benefit under the
Plan be less than the amount of his or her accrued benefit under the SKB Plan as
of the Spin-Off Date under the terms of the SKB Plan in effect as of that date,
including any amendments made to the SKB Plan which are effective on the
Spin-Off Date, notwithstanding the fact that they may have been adopted after
such date.

      4.3 Accrued Benefit for Participants with Earnings in excess of $150,000
prior to January 1, 1994. The Accrued Benefit of a "Section 401(a)(17) Employee"
shall be the greater of:

            (a) The Section 401(a)(17) Employee's Accrued Benefit determined
      under the benefit formula in effect on or after January 1, 1994 taking
      into account all Benefit Years of the Section 401(a)(17) Employee; or

            (b) the sum of:

                  (i) the Section 401(a)(17) Employee's Accrued Benefit
            determined as of December 31, 1993 frozen in accordance with Section
            1.401(a)(4)-13 of the Treasury Regulations; and


                                       15
<PAGE>

                  (ii) the Section 401(a)(17) Employee's Accrued Benefit
            determined under the benefit formula applicable for Plan Years
            beginning on or after January 1, 1994 taking into account only those
            Benefit Years of the Section 401(a)(17) Employee credited on or
            after January 1, 1994; or

            (c) the sum of:

                  (i) the Employee's Accrued Benefit determined as of December
            31, 1988 under the SKB Plan and frozen in accordance with Section
            1.401(a)(4)-13 of the Treasury Regulations; and

                  (ii) the Section 401(a)(17) Employee's Accrued Benefit
            determined under the benefit formula applicable for Plan Years
            beginning on or after January 1, 1989 taking into account only those
            Benefit Years of the Section 401(a)(17) Employee credited on or
            after January 1, 1989 and before January 1, 1994; and

                  (iii) the Section 401(a)(17) Employee's Accrued Benefit
            determined under the benefit formula applicable for Plan Years
            beginning on or after January 1, 1994 taking into account only those
            Benefit Years of the Section 401(a)(17) Employee credited on or
            after January 1, 1994.

      For purposes of this Section, a "Section 401(a)(17) Employee" means a
Participant whose current Accrued Benefit as of January 1, 1994 is based on
Earnings in excess of $150,000.

      4.4 Accrued Benefit for Participants Participating in the Voluntary Early
Retirement Incentive Program ("VERI"). The Accrued Benefit of a "VERI Employee"
shall be determined as follows:

            (a) For the purpose of calculating the Accrued Benefit of a VERI
      Employee under Section 4.1, a VERI Employee shall be credited with five
      (5) Benefit Years in addition to the number of Benefit Years credited
      under Section 2.9.

            (b) The early retirement reduction factors of Sections 5.3(a) and
      5.3(b) shall not apply to reduce the monthly pension derived from the
      Accrued Benefit of a VERI Employee.

      For purposes of this Section 4.4 and Section 4.5 below, a "VERI Employee"
means a Participant who has elected by August 31, 1998 (or such later date as
approved by the Sponsor but in no event later than September 30, 1998) to
participate in the Voluntary Early Retirement Incentive program offered by the
Sponsor.

      4.5 Temporary Supplemental Monthly Benefit for Participants Participating
in the Voluntary Early Retirement Incentive Program. In addition to his or her
Accrued Benefit, a VERI Employee shall receive a temporary supplemental monthly
pension determined as follows:


                                       16
<PAGE>

            (a) A VERI Employee who is unmarried when his or her monthly pension
      payments begin shall receive a temporary supplemental monthly pension
      following the month in which his or her retirement occurs and continuing
      until the earlier of (i) the month in which the VERI Employee attains age
      62 or (ii) the month in which the VERI Employee dies. The amount of the
      temporary supplemental monthly pension shall be determined in accordance
      with the following Table:

<TABLE>
<CAPTION>
                                    Age at                             Amount of
                               December 31, 1998              Supplemental Monthly Pension
                               -----------------              ----------------------------
<S>                                                           <C>
                                    60-61                              $500.00
                                    55-59                              $400.00
                                    50-54                              $300.00
</TABLE>

            (b) A VERI Employee who is married when his or her monthly pension
      payments begin shall receive a temporary supplemental monthly pension
      following the month in which his or her retirement occurs and continuing
      until the earlier of (i) the month in which the VERI Employee attain age
      62 or (ii) the month in which the VERI Employee dies unless the VERI
      Employee elects to receive his or her monthly pension in the form of (i) a
      contingent beneficiary option, (ii) a guaranteed payment option, or (iii)
      a level income option as described in Section 6.4. In such case, if the
      married VERI Employee dies before reaching age 62, his or her temporary
      supplemental monthly pension shall be paid to his or her spouse, if
      living, and shall continue until the month in which the VERI Employee
      would have attained age 62. The amount of the temporary supplemental
      monthly pension shall be determined in accordance with the Table set forth
      in subsection (a) above.


                                       17
<PAGE>

                                    ARTICLE V
                                    BENEFITS

      5.1 Normal Retirement. If a Participant incurs a Severance on account of
retirement on or between the Special Retirement Eligibility Date and the Normal
Retirement Date, he or she shall be entitled to a monthly pension that begins as
of the first day of the month coincident with or next following his or her
Severance Date which is equal to his or her Accrued Benefit.

      5.2 Postponed Retirement. If a Participant incurs a Severance on account
of retirement after attaining the Normal Retirement Date, he or she shall be
entitled to a monthly pension that begins as of the first day of the month
coincident with or next following his or her Severance Date which is equal to
his or her Accrued Benefit determined as of the Normal Retirement Date increased
by the greater of (i) any additional benefit accruals provided under Article IV
after the Normal Retirement Date, or (ii) an actuarial adjustment to take into
account a delay in the payment of the Participant's Accrued Benefit using the
actuarial assumptions set forth in Appendix A for determining actuarial
equivalence. The foregoing provisions of this Section 5.2 shall be interpreted
and applied in accordance with the provisions of Proposed Treasury Regulation
Section 1.411(b)-2(b)(4)(iii) or the corresponding provision of any subsequently
adopted final regulations.

      5.3 Early Retirement. A Participant shall be eligible for Early Retirement
as set forth below:

            (a) If a Participant who has at least five (5) Vesting Years and
      whose age is at least 55 incurs a Severance on account of retirement, he
      or she shall be eligible for Early Retirement as set forth in this
      paragraph (a):

                  (i) Such Participant shall be entitled to a monthly pension
            that begins as of the first day of the month coincident with or next
            following his or her Severance Date or, at his or her election, a
            monthly pension that begins as of the first day of any subsequent
            month not later than the Normal Retirement Date.

                  (ii) Such Participant's monthly pension shall be equal to his
            or her Accrued Benefit but reduced in accordance with the following
            Table, with the percentage for a fractional part of a year of age
            being prorated on the basis of a number of full months.

<TABLE>
<CAPTION>
                                         % of Normal Pension                             % of Normal Pension
                Age When Payments           Computed Under        Age When Payments         Computed Under
                      Begin                   Article IV                Begin                 Article IV
                -----------------        -------------------      -----------------      -------------------
<S>                                      <C>                      <C>                    <C>
                       61                         94                      57                      70
                       60                         88                      56                      64
                       59                         82                      55                      58
                       58                         76
</TABLE>


                                       18
<PAGE>

                  (iii) A Participant who is an AMO Employee (as defined in
            Section 2.20) shall be treated as having not less than five (5)
            Vesting Years as of the day following his or her transfer to
            Advanced Medical Optics, Inc. for purposes of this paragraph (a).(3)

            (b) If a Participant who was a Participant on June 26, 1990, and who
      has at least five (5) Vesting Years, and whose age plus Benefit Years sum
      to at least 55 incurs a Severance on account of retirement, he or she
      shall be eligible for Early Retirement as set forth in this paragraph (b):

                  (i) Such Participant shall be entitled to a monthly pension
            that begins as of the first day of the month coincident with or next
            following his or her Severance Date or, at his or her election, a
            monthly pension that begins as of the first day of any subsequent
            month not later than the Normal Retirement Date.

                  (ii) Such Participant's monthly pension shall be equal to his
            or her Accrued Benefit determined as of June 26, 1990, as set forth
            under the formula contained in Appendix B, but reduced in accordance
            with the following Table, with the percentage for a fractional part
            of a year of age being prorated on the basis of a number of full
            months.

<TABLE>
<CAPTION>
                                         % of Normal Pension                             % of Normal Pension
                Age When Payments           Computed Under        Age When Payments         Computed Under
                      Begin                   Article IV                Begin                 Article IV
                -----------------        -------------------      -----------------      -------------------
<S>                                      <C>                      <C>                    <C>

                       61                         94                      48                      36
                       60                         88                      47                      34
                       59                         82                      46                      32
                       58                         76                      45                      30
                       57                         70                      44                      28
                       56                         64                      43                      27
                       55                         58                      42                      26
                       54                         52                      41                      25
                       53                         46                      40                      24
                       52                         44                      39                      23
                       51                         42                      38                      22
                       50                         40                      37                      21
                       49                         38
</TABLE>

                  Provided, that the above percentages shall be increased by 1%
            to a maximum of 10% for each of the Participant's Benefit Years in
            excess of 20, with the percentage for a fractional part of a Benefit
            Year being prorated on the basis of

----------
(3)   Section 5.3(a)(iii) was added by the First Amendment to the Allergan, Inc.
      Pension Plan (Restated 2001) as set forth above.


                                       19
<PAGE>

            the number of full months. In no event, however, shall a percentage
            be increased above 100%.

                  (iii) Notwithstanding subparagraph (ii) above, (1) if the
            Participant is age 55 or older when payments begin, the Participant
            shall receive a total monthly pension which is the greater of the
            amount determined under paragraph (a)(ii) or paragraph (b)(ii)
            above, and (2) if the Participant is less than age 55 when benefit
            payments begin, the Participant shall receive a monthly pension
            which is determined under paragraph (b)(ii) plus an additional
            monthly pension commencing at age 55 which is actuarially equivalent
            to the excess, if any, of the actuarial equivalent value of the
            monthly pension under paragraph (a)(ii) determined at age 55 over
            the actuarial equivalent value of the monthly pension under
            paragraph (b)(ii) determined at age 55.

            (c) A Participant who has elected by August 31, 1998 (or such later
      date as approved by the Sponsor but in no event later than September 30,
      1998) to participate in the Voluntary Early Retirement Incentive program
      offered by the Sponsor shall be entitled to a monthly pension that begins
      as of the first day of the month coincident with or next following his or
      her Severance Date or, at his or her election, a monthly pension that
      begins as of the first day of any subsequent month not later than the
      Normal Retirement Date.

            (d) If a Participant incurs a Severance and retires under this
      Section, and his or her monthly pension begins after the first day of the
      month coincident with or next following the Special Retirement Eligibility
      Date, such Participant shall be entitled to the monthly pension payments
      he or she would have received had his or her pension began as of the first
      day of the month following the Special Retirement Eligibility Date.

      5.4 Termination of Employment.

            (a) If a Participant who has at least five (5) Vesting Years incurs
      a Severance for any reason other than death and is not eligible to retire
      under Section 5.3, he or she shall be entitled to a monthly pension that
      begins on the first day of the month coincident with or next following the
      date he or she attains age 55, or at his or her election, a monthly
      pension that begins as of the first day of any subsequent month not later
      than the Normal Retirement Date. In the event a Participant elects that
      his or her monthly pension begin prior to the Special Retirement
      Eligibility Date, the amount of his or her monthly pension shall be
      determined as provided in Section 5.3(a).

            (b) If a Participant who has at least five (5) Vesting Years incurs
      a Severance for any reason other than death and is not eligible to retire
      under Section 5.3 but was a Participant on June 26, 1990, he or she shall
      be entitled to a monthly pension that begins on the first day of the month
      coincident with or next following the date his or her Age and Benefit
      Years total 55 years, or at his or her election, a monthly pension that
      begins as of the first day of any subsequent month not later than the
      Normal Retirement Date. In the


                                       20
<PAGE>

      event a Participant elects that his or her monthly pension begin prior to
      the Special Retirement Eligibility Date, the amount of his or her monthly
      pension shall be determined as provided in Section 5.3(b).

            (c) If a Participant incurs a Severance and is entitled to a monthly
      pension under this Section, and his or her monthly pension begins after
      the first day of the month coincident with or next following the Special
      Retirement Eligibility Date, such Participant shall be entitled to the
      monthly pension payments he or she would have received had his or her
      pension began as of the first day of the month following the Special
      Retirement Eligibility Date.

      5.5 Consent to Pension Payments . If the lump sum Actuarial Equivalent of
a Participant's pension exceeds $5,000 ($3,500 for the 1997 Plan Year), the
Participant and, if applicable, the Participant's spouse must consent to the
payment or commencement of the Participant's pension prior to the Normal
Retirement Date in accordance with the following rules:

            (a) The consent of the Participant shall be obtained in writing
      within the 90-day period ending on the Annuity Starting Date. No such
      consent shall be effective with respect to a married Participant unless
      the Participant's spouse consents thereto in writing. Spousal consent
      shall not be required if a married Participant elects a joint and survivor
      option providing for payment of at least 50% of his or her annuity to his
      or her surviving spouse or the Sponsor determines there is no spouse or
      the spouse cannot be located. Neither the consent of the Participant nor
      the Participant's spouse shall be required to the extent the payment or
      commencement of the Participant's pension is required to begin under
      Section 5.8.

            (b) Each Participant shall receive in written nontechnical language
      a notice which shall include a general description of the material
      features, and an explanation of the relative values of, the available
      optional forms of benefit. Such notice shall be furnished to the
      Participant no less than 30 days and no more than 90 days prior to the
      Participant's Annuity Starting Date; provided, however, the Participant's
      pension may be paid or commence less than 30 days after such notice is
      furnished if the notice clearly informs the Participant that he or she has
      at least 30 days after receiving the notice to consider the decision of
      whether or not to elect the commencement of his or her pension (and, if
      applicable, an optional form of benefit), and the Participant, after
      receiving the notice, affirmatively elects to commence his or her pension.

      5.6 Maximum Pension. The largest aggregate annual pension that may be paid
to any Participant in any Plan Year under the Plan shall be determined as
follows:

            (a) Subject to paragraphs (b) through (d), the largest aggregate
      annual pension that may be paid to any Participant in any Plan Year, when
      added to the pension under any other qualified defined benefit plan
      maintained by the Sponsor or any Affiliated Company, shall not exceed the
      lesser of:


                                       21
<PAGE>

                  (i) The Defined Benefit Dollar Limitation of $160,000 ($90,000
            for Plan Years prior to the 2002 Limitation Year), multiplied by a
            fraction the numerator of which is the number of the Participant's
            years of participation (or a part thereof) in the Plan or, up to the
            Spin-Off Date in the SKB Plan or in the Beckman Instruments, Inc.
            Pension Plan, not in excess of ten, and the denominator of which is
            ten; or

                  (ii) The Defined Benefit Compensation Limitation of 100% of
            the Participant's average annual total cash remuneration from the
            Company in the thirty-six consecutive months which yield the highest
            average, multiplied by a fraction the numerator of which is the
            number of the Participant's Vesting Years (or a part thereof) not in
            excess of ten and the denominator of which is ten.

            Benefit increases resulting from the increase in the Defined Benefit
      Dollar Limitation and the Defined Benefit Compensation Limitation under
      the Economic Growth and Tax Relief Reconciliation Act of 2001 shall apply
      to all Employees participating in the Plan who have one (1) Hour of
      Service on or after January 1, 2002.

            (b) The limitations set forth in this Section 5.6 shall be
      determined as provided below:

                  (i) The Defined Benefit Dollar Limitation shall automatically
            be adjusted annually for increases in the cost of living as provided
            in Code Section 415(d). The adjusted limitation shall be effective
            as of January 1st of each calendar year and shall be applicable to
            Limitation Years ending with or within that calendar year. Such new
            limitation is incorporated herein by this reference and shall be
            substituted for the Defined Benefit Dollar Limitation set forth in
            paragraph (a) above.

                  (ii) "Cash remuneration" shall mean "compensation" as defined
            in Section 5.12.

                  (iii) For purposes of this Section, a Participant's pension
            shall be measured as a Single Life Annuity or Qualified Joint and
            Survivor Annuity. A pension benefit shall be treated as a Qualified
            Joint and Survivor Annuity if it meets all of the requirements as
            defined in Section 2.35 except that the periodic payments to the
            spouse may be equal to or greater than 50%, but not more than 100%,
            of those to the Participant.

                  (iv) A benefit payable in a form other than a Single Life
            Annuity or Qualified Joint and Survivor Annuity described in
            subparagraph (iii) above shall be adjusted to the Actuarial
            Equivalent of a Straight Life Annuity before applying the
            limitations of this Section. Effective for Limitation Years
            commencing on or after January 1, 1995, Actuarial Equivalent for the
            form of benefit shall be determined using (1) the interest rate and
            mortality table specified in Appendix A or (2) 5% interest (or for
            lump sums or other benefits subject to Code Section 417(e)(3), the
            applicable interest rate under Code Section 415(b)(2)(E)(ii) as
            determined as provided in Appendix A) and the applicable mortality
            table under


                                       22
<PAGE>

            Code Section 415(b)(2)(E)(v), whichever produces the greater
            Actuarial Equivalent value.

                  (v) In addition to other limitations set forth in the Plan and
            notwithstanding any other provisions of the Plan, the accrued
            benefit, including the right to any optional benefits provided in
            the Plan (and all other defined benefit plans required to be
            aggregated with this Plan under the provisions of Code Section 415)
            shall not increase to an amount in excess of the amount permitted
            under Code Section 415 at any time.

            (c) For Limitation Years beginning on or after January 1, 2002, the
      Defined Benefit Dollar Limitation for any Participant shall be adjusted as
      follows:

                  (i) If a Participant's pension begins prior to age 62, the
            Defined Benefit Dollar Limitation applicable to the Participant at
            such earlier age is an annual benefit payable in the form of a
            straight life annuity beginning at the earlier age that is the
            actuarial equivalent of the Defined Benefit Dollar Limitation
            applicable to the Participant at age 62 (as adjusted under paragraph
            (a) above, if required). The Defined Benefit Dollar Limitation
            applicable at an age prior to age 62 is determined as the lesser of
            (1) the Actuarial Equivalent (at such age) of the Defined Benefit
            Dollar Limitation computed using the factors specified in Section
            5.3 or (2) the actuarial equivalent (at such age) of the Defined
            Benefit Dollar Limitation computed using a 5 percent interest rate
            and the applicable mortality table specified in Appendix A to the
            Plan. Any decrease in the Defined Benefit Dollar Limitation
            determined in accordance with this paragraph (c) shall not reflect a
            mortality decrement if benefits are not forfeited upon the death of
            the Participant. If any benefits are forfeited upon death, the full
            mortality decrement is taken into account.

                  (ii) If a Participant's pension begins after age 65, the
            Defined Benefit Dollar Limitation applicable to the Participant at
            such later age is the annual benefit payable in the form of a
            straight life annuity beginning at the later age that is actuarially
            equivalent to the defined benefit dollar limitation applicable to
            the Participant at age 65 (as adjusted under paragraph (a) above, if
            required). The actuarial equivalent of the Defined Benefit Dollar
            Limitation applicable at an age after age 65 is determined as (1)
            the lesser of the Actuarial Equivalent (at such age) of the Defined
            Benefit Dollar Limitation computed using the interest rate and
            mortality table specified in Appendix A to the Plan or (2) the
            actuarial equivalent (at such age) of the Defined Benefit Dollar
            Limitation computed using a 5 percent interest rate assumption and
            the applicable mortality table specified in Appendix A to the Plan.
            For these purposes, mortality between age 65 and the age at which
            benefits commence shall be ignored.

                  (d) For Limitation Years beginning prior to January 1, 2002,
            the Defined Benefit Dollar Limitation for any Participant shall be
            adjusted if a Participant's pension begins before or after he or she
            attains his or her Social Security Retirement Age. In such case, the
            Defined Benefit Dollar Limitation shall be adjusted to its Actuarial
            Equivalent beginning at the Participant's Social


                                       23
<PAGE>

            Security Retirement Age; except that if his or her pension begins
            before he or she attains his or her Social Security Retirement Age,
            but after he or she attains age 62, the Defined Benefit Dollar
            Limitation shall be reduced by 5/9 of 1% for each of the first 36
            months and 5/12 of 1% for each additional month by which the
            Participant's benefit commencement date precedes his or her Social
            Security Retirement Age. The Defined Benefit Dollar Limitation
            applicable at an age prior to age 62 is determined as the lesser of
            (1) the Actuarial Equivalent (at such age) of the Defined Benefit
            Dollar Limitation computed using the factors specified in Section
            5.3 or (2) the actuarial equivalent (at such age) of the Defined
            Benefit Dollar Limitation computed using a 5 percent interest rate
            and the applicable mortality table specified in Appendix A to the
            Plan. The interest rate used to determine the Actuarial Equivalent
            shall be the rate stated in the Plan, but shall be 5% if the pension
            begins after the Social Security Retirement Age. For purposes of
            this Section and Section 5.7, "Social Security Retirement Age" means
            (i) for any Participant born before January 1, 1938, Age 65, (ii)
            for any Participant born after December 31, 1937 but before January
            1, 1955, Age 66, or (iii) for any other Participant, Age 67. A
            Participant's pension shall be measured as a Single Life Annuity
            beginning at his or her Social Security Retirement Age.

      5.7 Defined Benefit Fraction and Defined Contribution Fraction. For Plan
Years beginning prior to the 2000 Plan Year, the largest aggregate annual
pension that may be paid to any Participant in any Plan Year under the Plan
shall not, when added to the pension under any other qualified defined benefit
plan maintained by the Sponsor or any Affiliated Company, exceed the lesser of
the dollar limitation described in Section 5.6 or the amount that would cause
the sum of a Participant's Defined Benefit Fraction and Defined Contribution
Fraction for the Plan Year in which the Participant's Severance occurs to equal
1.0. To the extent the sum of a Participant's Defined Benefit Fraction and
Defined Contribution Fraction exceeds 1.0, adjustments shall be made first by
reducing the Participant's benefit under any defined benefit plan maintained by
the Sponsor or an Affiliated Company.

            (a) A Participant's Defined Benefit Fraction for a given Plan Year
      is a fraction, the numerator of which is his or her projected annual
      benefit for the Plan Year and the denominator of which is the lesser of
      (i) 1.25 multiplied by $90,000, adjusted to reflect commencement before or
      after Social Security Retirement Age, or (ii) 1.4 multiplied by 100% of
      his or her average annual total cash remuneration from the Sponsor or any
      Affiliated Company in the thirty-six consecutive months which yield the
      highest average.

            (b) A Participant's Defined Contribution Fraction for a given Plan
      Year is a fraction, the numerator of which is the sum of his or her annual
      additions for all calendar years and the denominator of which is the sum
      of his or her maximum aggregate amounts for all calendar years in which he
      or she is an Employee. A Participant's maximum aggregate amounts for any
      Plan Year shall equal the lesser of 1.25 multiplied by the dollar
      limitation for such Plan Year or 1.4 multiplied by the percentage
      limitation for such Plan Year.


                                       24
<PAGE>

            (c) The annual addition to a Participant's account for any year is
      the sum, determined with respect to all defined contribution plans
      maintained by the Sponsor or an Affiliated Company (including any
      voluntary contributions feature of any defined benefit plan thereof), of:

                        (i) Company contributions and forfeitures allocated to
            the Participant's account;

                        (ii) For Plan Years beginning after December 31, 1986,
            the amount of the Participant's contributions; for Plan Years
            beginning before January 1, 1987, the lesser of:

                              (A) 50% of his or her contributions; or

                              (B) For each calendar year after 1975 the amount
                  by which the Participant's contributions exceed 6% of his or
                  her cash remuneration; for each calendar year before 1976
                  during which he or she was a Participant, the excess of the
                  aggregate amount of his or her contributions for all such
                  years over 10% of his or her aggregate cash remuneration from
                  the Sponsor or an Affiliated Company for all such years,
                  multiplied by a fraction the numerator of which is one and the
                  denominator of which is the number of such years.

                        (iii) Amounts allocated after March 31, 1984 to an
            individual medical account (as defined in Code Section 415(l)(2))
            that is part of a pension or annuity plan maintained by the Sponsor
            or an Affiliated Company;

                        (iv) Amounts derived from contributions paid or accrued
            after December 31, 1985, in taxable years ending after such date,
            that 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 Sponsor or an Affiliated Company;
            and

                        (v) allocations under a simplified employee pension.

      5.8 Mandatory Commencement of Benefits.

            (a) A Participant's pension shall begin no later than sixty days
      after the close of the Plan Year in which falls the later of his or her
      attainment of the Normal Retirement Date or the date he or she incurs a
      Severance.

            (b) In the case of an Active Participant, payment shall begin no
      later than an Active Participant's required beginning date determined
      under the rules of subparagraphs (i) or (ii) below:


                                       25
<PAGE>

                  (i) Active Participants attaining age 70-1/2 prior to 1999:
            The required beginning date of an Active 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 Active Participant
            attains age 70-1/2; provided, however, that an Active Participant,
            other than an Active Participant who is a Five Percent Owner (as
            defined in Section 12.2), who attains age 70-1/2 in 1996, 1997, or
            1998 may elect to defer the required beginning date until the first
            day of the month coincident with or next following his or her
            Severance Date.

                  (ii) Active Participants attaining age 70-1/2 after 1998: The
            required beginning date of an Active Participant who attains age
            70-1/2 after 1998 shall be the first day of the month coincident
            with or next following his or her Severance Date; provided, however,
            if such Active Participant is a Five Percent Owner (as defined in
            Section 12.2) 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 Active Participant attains age
            70-1/2.

      5.9 Reemployment.(4) If a Participant who is receiving benefits again
becomes an Employee, his or her pension shall be subject to the following rules:

            (a) A Participant's pension shall not be suspended if he or she is
      subsequently reemployed on or after October 1, 2002.

            (b) A Participant's pension shall be suspended if he or she was
      subsequently reemployed as an Eligible Employee prior to October 1, 2002
      as follows:

                  (i) The Participant's pension shall be suspended and
            recomputed upon his or her Severance Date if he or she has not
            reached the Normal Retirement Date.

                  (ii) The Participant's pension shall be suspended for each
            calendar month or for each four or five week payroll period ending
            in a calendar month during which the Participant either completes 40
            or more Hours of Service (counting each day of employment in a
            position designated by the Company as full time as five (5) Hours of
            Service), or receives payment for any such Hours of Service
            performed on each of eight or more days or separate work shifts in
            such month or payroll period if the Participant has reached the
            Normal Retirement Date. No adjustment to the Participant's pension
            shall be made on account of such non-payment. No payment shall be
            withheld pursuant to this subparagraph (ii) until the Participant is
            notified by personal delivery or first class mail during the first
            calendar month or payroll period in which payments are

----------
(4)   Section 5.9 was amended in its entirety by the Second Amendment to the
      Allergan, Inc. Pension Plan (Restated 2001) as set forth above.


                                       26
<PAGE>

            suspended that his benefits are suspended. Such notification shall
            contain a description of the specific reasons why benefit payments
            are being suspended, a general description of the Plan provisions
            relating to the suspension of payments, a copy of such provisions,
            and a statement to the effect that applicable Department of Labor
            regulations may be found in Section 2530.203-3 of the Code of
            Federal Regulations. In addition, the suspension notification shall
            inform the Participant of the Plan's procedures for affording a
            review of the suspension of benefits.

                  (iii) A Participant described in subparagraphs (i) or (ii)
            above, shall be eligible to receive credit for additional Benefit
            Years for any period of reemployment (as an Eligible Employee). The
            pension of such Participant shall be reduced by the Actuarial
            Equivalent of any payment received by the Participant under the Plan
            prior to his or her attainment of the Special Retirement Eligibility
            Date, or, if earlier, the first day on which he or she would have
            been entitled to 100% of his or her Accrued Benefit under Section
            5.3(b) (if on his or her prior Severance Date he or she had deferred
            his or her benefit until that date).

      5.10 Other Disabled Participants. An Active Participant who is covered
under a long term disability plan maintained by the Company, who has at least
five (5) Vesting Years, and who becomes eligible for benefits under such plan,
shall be eligible to accrue Benefit Years pursuant to this Section for the
duration of his or her disability until the earlier of (i) the later of his or
her Normal Retirement Date or Severance Date or (ii) the date he or she
commences to receive a pension under the Plan. The following rules shall apply
to benefit accruals under this Section:

            (a) The Employee's Average Earnings during his or her disability
      shall be deemed to be his or her Average Earnings calculated at the time
      his or her disability commenced.

            (b) The Employee's Primary Social Security Benefit shall be as
      defined in Article II and the Employee's Covered Compensation as defined
      in Section 4.1 shall be determined as of the year for which he or she is
      credited with his or her final Benefit Year.

            (c) In addition, an Active Participant described in this Section who
      met the requirements for early retirement at the time his or her
      disability commenced shall be entitled to the survivor income benefit
      described in Section 7.1 until the date he or she commences to receive a
      pension under the Plan.

      5.11 Nonforfeitable Interest. Notwithstanding any other provision in the
Plan to the contrary, a Participant shall have a nonforfeitable interest in his
or her Accrued Benefit upon reaching the Normal Retirement Date, or if earlier,
upon being credited with five (5) or more Vesting Years. In addition, a
Participant shall have a nonforfeitable interest in his or her Accrued Benefit
upon reaching the Special Retirement Eligibility Date or if later, upon being
credited with one (1) Vesting Year.


                                       27
<PAGE>

      5.12 Compensation for Maximum Pension. For purposes of Sections 5.6 and
5.7, 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).

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

            (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.


                                       28
<PAGE>

                                   ARTICLE VI
                                FORM OF PENSIONS

      6.1 Unmarried Participants. The pension of a Participant who is unmarried
when payments begin shall be paid as a Single Life Annuity unless he or she
elects an optional form of benefit under Section 6.3 or receives a lump sum
distribution under Section 6.5.

      6.2 Married Participants. The pension of a Participant who is married when
payments begin shall be paid as a Qualified Joint and Survivor Annuity, unless
he or she elects an optional form of benefit under Section 6.3 or receives a
lump sum distribution under Section 6.5.

      6.3 Election of Optional Form of Benefit. A Participant may waive the
Single Life Annuity or, in the case of a married Participant, the Qualified
Joint and Survivor Annuity and elect any optional form of benefit described in
Section 6.4 in accordance with the following rules:

            (a) The election shall be made in writing in a manner prescribed by
      the Committee on a form that clearly states that the Participant is
      electing to receive his or her pension other than as a Single Life Annuity
      or, in the case of a married Participant, his or her pension other than as
      a Qualified Joint and Survivor Annuity. No such election shall be
      effective with respect to a married Participant unless: (i) the
      Participant's spouse consents in writing to the election; (ii) such
      election designates the form of benefit and a specific beneficiary; (iii)
      the consent acknowledges the effect of the election; and (iv) the consent
      is witnessed by a notary public or by a Plan representative.
      Notwithstanding the foregoing, an election without spousal consent shall
      be effective if a married Participant elects a joint and survivor option
      providing for payment of at least 50% of his or her annuity to his or her
      surviving spouse, the Sponsor determines there is no spouse, or the spouse
      cannot be located.

            (b) The election may be made or revoked at any time during an
      election period established by the Committee. Such election period shall
      begin when the information described in paragraph (d) is furnished to the
      Participant and, subject to paragraphs (c) through (e), shall end, with no
      opportunity for a further election, on the Participant's Annuity Starting
      Date. For purposes of Article VII (pertaining to pre-retirement death
      benefits), if an optional form of benefit is elected in accordance with
      this Section 6.3 within the 90 day period ending on the Participant's date
      of death, the Participant's pension shall be deemed to have commenced even
      if the Participant dies prior to the Annuity Starting Date.

            (c) Subject to paragraphs (d) and (e), in the case of a Participant
      who retires after attaining age 55, the election period described in
      paragraph (b) shall end on the date of the Participant's Severance, or on
      such later date as the Committee shall fix, but an election made during
      the election period may be revoked at any time before the later of the end
      of the election period or the Participant's Annuity Starting Date.


                                       29
<PAGE>

            (d) Each Participant shall receive a written explanation of a Single
      Life Annuity or, in the case of a married Participant, a Qualified Joint
      and Survivor Annuity which shall include: (i) the terms and conditions of
      such annuity form of benefit; (ii) the Participant's right to make and the
      effect of waiving such annuity form of benefit; (iii) the rights of a
      spouse; (iv) the right to make, and the effect of, a revocation of a
      previous election to waive such annuity form of benefit; and (v) the
      relative values of the optional forms of benefit available under the Plan.
      Such explanation shall be furnished to the Participant no less than 30
      days and no more than 90 days prior to the Participant's Annuity Starting
      Date except as provided in paragraph (e).

            (e) The written explanation described in paragraph (d) may be
      furnished to the Participant less than 30 days prior to the Participant's
      Annuity Starting Date; provided, that, the written explanation: (i)
      clearly indicates that the Participant has at least 30 days to consider
      whether to waive the Single Life Annuity or, in the case of a married
      Participant, the Qualified Joint and Survivor Annuity and to elect with
      spousal consent, if applicable, an optional form of benefit; (ii) the
      Participant is permitted to revoke any affirmative distribution election
      at least until the Annuity Starting Date or, if later, at any time prior
      to the expiration of the 7-day period that begins the day after the
      written explanation is provided to the Participant; and (iii) the Annuity
      Starting Date is a date after the date that the written explanation was
      provided to the Participant. Notwithstanding the foregoing, the Annuity
      Starting Date may be a date prior to the date the written explanation is
      provided to the Participant; provided, that, the Participant's pension is
      not paid or does not commence until at least 30 days after such written
      explanation is furnished, subject to the waiver of the 30-day period as
      provided in the foregoing sentence.

      6.4 Optional Forms of Benefit. Subject to the provisions of Section 6.3, a
Participant may elect to receive the Actuarial Equivalent of his or her pension
in another form. The specific options shall be (i) a Single Life Annuity which
pays a benefit for the Participant's lifetime; (ii) a contingent beneficiary
option which pays a reduced benefit for the Participant's lifetime, then
continues 100%, 66 2/3%, or 50% of the reduced benefit for the lifetime of one
designated beneficiary; (iii) a guaranteed payment option which pays a reduced
benefit for the longer of the Participant's lifetime or a specified number of
months (60, 120, 180, or 240) with payments made to the Participant and any
remaining guaranteed payments on the Participant's death to a designated
beneficiary or beneficiaries (as more fully described in Appendix B); or (iv) a
level income option (as more fully described in Appendix B) which pays an
increased benefit to a Participant (if payments begin between the ages of 55 and
62) until age 62, and a reduced benefit beginning at age 62. Under each such
option the Actuarial Equivalent of the anticipated payments to the Participant
shall be greater than that of those to his or her beneficiary, except that if
the beneficiary is the Participant's spouse, the option may provide for a joint
and survivor annuity under which the periodic payments to the spouse are no
greater than those to the Participant.(5)

----------
(5)   Section 6.4 was amended by the Second Amendment to the Allergan, Inc.
      Pension Plan (Restated 2001) as set forth above.


                                       30
<PAGE>

      6.5 Cash-Outs.

            (a) If the lump sum Actuarial Equivalent of a Participant's
      nonforfeitable Accrued Benefit does not exceed or has never exceeded
      $5,000 ($3,500 for the 1997 Plan Year), the Participant or the
      Participant's beneficiary in the event of the Participant's death (i)
      shall be paid the lump sum Actuarial Equivalent, or (ii) may elect to have
      an Eligible Rollover Distribution paid directly by the Trustee to the
      trustee of an Eligible Retirement Plan.

            (b) If the lump sum Actuarial Equivalent of a Participant's
      nonforfeitable Accrued Benefit exceeds $5,000 ($3,500 for the 1997 Plan
      Year), but does not exceed $10,000 ($7,000 for the 1997 Plan Year), the
      Participant, or the Participant's beneficiary in the event of the
      Participant's death, may elect (i) to be paid the lump sum Actuarial
      Equivalent, or (ii) to have an Eligible Rollover Distribution paid
      directly by the Trustee to the trustee of an Eligible Retirement Plan. No
      distribution may be elected under this paragraph (b) unless the
      Participant has attained at least age 55 with five (5) or more Vesting
      Years. For purposes of this paragraph (b), a Participant who is an AMO
      Employee (as defined in Section 2.20) shall be treated as having not less
      than five (5) Vesting Years as of the day following his or her transfer to
      Advanced Medical Optics, Inc. In addition, the election may not be made
      after pension payments start, except that a Participant or a Participant's
      beneficiary whose payments started prior to September 1, 1993, and whose
      lump sum Actuarial Equivalent did not exceed $10,000 ($7,000 for the 1997
      Plan Year) at the date payments started, may elect to be paid the
      remaining lump sum Actuarial Equivalent. A married Participant who elects
      a lump sum under this paragraph (b) must comply with the applicable
      requirements for spousal consent.(6)

            (c) A Participant who has no nonforfeitable Accrued Benefit in the
      Plan at the time of his or her Severance shall be deemed to have been
      cashed out with a zero cash benefit upon such Severance Date.

----------
(6)   Section 6.5(b) was amended by the First Amendment to the Allergan, Inc.
      Pension Plan (Restated 2001) as set forth above.


                                       31
<PAGE>

                                   ARTICLE VII
                          PRE-RETIREMENT DEATH BENEFITS

      7.1 Eligibility. A death benefit shall be payable under Section 7.2 with
respect to a Participant if, on the date of his or her death:

            (a) he or she is an Employee who has met the requirements for normal
      or early retirement under Sections 5.1 or 5.3;

            (b) he or she is an Employee not described in paragraph (a), above,
      who has a nonforfeitable interest in his or her Accrued Benefit; or

            (c) he or she is a former Employee who has a nonforfeitable interest
      in his or her Accrued Benefit and whose pension has not yet commenced to
      be paid.

      7.2 Spousal Benefit. Upon the death of a Participant described in Section
7.1, the Participant's surviving spouse, if living on the date set forth in this
Section, shall receive a pension or a lump sum distribution, if applicable under
Section 6.5, in accordance with the following rules:

            (a) If the Participant is an Employee who has met the requirements
      for normal or early retirement under Sections 5.1 or 5.3, the pension to
      the surviving spouse shall begin as of the first day of the month
      following the Participant's date of death, shall end on the last day of
      the month in which the spouse's death occurs, and shall be in a monthly
      amount equal to the amount the spouse would have received if the
      Participant had retired on the date of his or her death and had elected an
      immediate pension in the form of a Qualified Joint and Survivor Annuity
      beginning on the first day of the month following the day of his or her
      death with the spouse as joint annuitant.

            (b) If the Participant is an Employee who has not met the
      requirements for normal or early retirement under Sections 5.1 or 5.3 but
      at the time of death has a nonforfeitable interest in his or her Accrued
      Benefit, the pension to the surviving spouse shall begin on the first day
      of the month following the month in which the Participant would have first
      met the requirements for early retirement, shall end on the last day of
      the month in which the spouse's death occurs, and shall be in a monthly
      amount equal to the amount the spouse would have received if (i) the
      Participant's Severance had occurred on the date of his or her death, (ii)
      the Participant had survived to meet the requirements for early
      retirement, (iii) the Participant had elected an immediate pension in the
      form of a Qualified Joint and Survivor Annuity beginning on the first day
      of the month coincident with or next following his or her attainment of
      the earliest retirement age with the spouse as joint annuitant, and (iv)
      the Participant had died the day after the date his or her pension
      commenced.

            (c) If the Participant is a former Employee who retired under
      Section 5.1, the pension to the surviving spouse shall begin as of the
      first day of the month coincident


                                       32
<PAGE>

      with or next following the Participant's date of death, shall end on the
      last day of the month in which the spouse's death occurs, and shall be in
      a monthly amount equal to the amount the spouse would have received if the
      Participant had elected an immediate pension in the form of a Qualified
      Joint and Survivor Annuity beginning on the first day of the month
      coincident with or next following the date of his or her death with the
      spouse as joint annuitant.

            (d) If the Participant is a former Employee who retired under
      Section 5.3, the pension to the surviving spouse shall begin as of the
      first day of the month coincident with or next following the Participant's
      date of death, shall end on the last day of the month in which the
      spouse's death occurs, and shall be in a monthly amount equal to the
      amount the spouse would have received if the Participant had elected an
      immediate pension in the form of a Qualified Joint and Survivor Annuity
      beginning on the first day of the month coincident with or next following
      the date of his or her death with the spouse as joint annuitant.

            (e) If the Participant is a former Employee who did not meet the
      requirements for normal or early retirement under Sections 5.1 or 5.3 but
      has a nonforfeitable interest in his or her Accrued Benefit, the pension
      to the surviving spouse shall begin on the first day of the month
      coincident with or next following the date the Participant would have
      first met the requirements for early retirement if he or she had not died
      but had lived, shall end on the last day of the month in which the
      spouse's death occurs, and shall be in a monthly amount equal to the
      amount the spouse would have received if (i) the Participant had survived
      to meet the requirements for early retirement, (ii) the Participant had
      elected an immediate pension in the form of a Qualified Joint and Survivor
      Annuity beginning on the first day of the month coincident with or next
      following his or her attainment of the earliest retirement age with the
      spouse as joint annuitant, and (iii) the Participant had died the day
      after the date his or her pension commenced.

      7.3 Alternate Death Benefit. In lieu of the benefit provided in Section
7.2, a Participant described in Section 7.1(a) may, at any time before his or
her pension commences, select a beneficiary or beneficiaries other than his or
her spouse for a survivor income benefit subject to Section 7.5. The monthly
payment to the beneficiary shall equal the payment the beneficiary would have
received and which would have been attributable to the Participant's Accrued
Benefit, if the Participant had retired on the day of his or her death with a
pension in the form of a 50% joint and survivor annuity beginning as of the
first day of the month following the day of his or her death with the
beneficiary as joint annuitant.

      7.4 Children's Survivor Benefit. In lieu of the benefit provided in
Section 7.2, a Participant described in Section 7.1(a) may, at any time before
his or her pension commences, select his or her child or children as beneficiary
or beneficiaries for the survivor income benefit subject to Section 7.5. The
aggregate monthly payment to the child or children shall equal the monthly
payment a surviving spouse of an age equal to that of the Participant would have
received and which would have been attributable to the Participant's Accrued
Benefit, if the Participant had been covered by Section 7.2 and had left such a
surviving spouse. Payments to


                                       33
<PAGE>

each child shall continue during such child's life or until the end of the month
in which the child attains age 19, whichever is earlier except that if the child
is enrolled as a full-time student in an academic institution, payments shall
continue until the earlier of the end of the month in which the child attains
age 23 or the termination of the child's education.

      7.5 Waiver of Spousal Benefit. An election under Section 7.3 or 7.4 shall
be effective with respect to a married Participant only if he or she waives the
benefit provided in Section 7.2 in accordance with the following rules:

            (a) A waiver shall be made in writing in a manner prescribed by the
      Committee on a form that clearly states that the Participant is waiving
      the benefit provided in Section 7.2. No such waiver shall be effective
      unless: (i) the Participant's spouse consents in writing to the waiver;
      (ii) the waiver election designates the form of benefit and a specific
      beneficiary; (iii) the spouse's consent to the waiver acknowledges the
      effect of the waiver; and (iv) the spouse's consent is witnessed by a
      notary public or by a Plan representative. A waiver without spousal
      consent shall be effective if the Sponsor determines there is no spouse or
      the spouse cannot be located.

            (b) Each Participant and his or her spouse shall receive a written
      explanation of the benefit provided in Section 7.2 which shall include:
      (i) the terms and conditions of the benefit; (ii) the Participant's right
      to make and the effect of waiving the benefit; (iii) the rights of a
      spouse; and (iv) the right to make, and the effect of, a revocation of a
      previous election to waive the benefit. Such explanation shall be
      furnished to the Participant within the applicable period. The term
      "applicable period" means, with respect to a Participant, whichever of the
      following periods ends earliest: (i) the period beginning with the first
      day of the Plan Year in which the Participant becomes a Participant
      described in Section 7.1(a) and ending on the date of the Participant's
      death or (ii) the period beginning with the first day of the Plan Year in
      which the Participant becomes a Participant described in Section 7.1(a)
      and ending on the date his or her pension commences.


                                       34
<PAGE>

                                  ARTICLE VIII
                                  CONTRIBUTIONS

      8.1 Company Contributions. The Company shall contribute each year an
amount actuarially determined to be sufficient to provide the benefits under the
Plan. Notwithstanding the foregoing, Company contributions for any Plan Year
shall be conditioned upon the deductibility of such contributions by the Company
under Code Section 404. The Company reserves the right, however, to reduce,
suspend or discontinue its contributions under the Plan for any reason at any
time. Except as provided in Section 8.3, it shall be impossible for any part of
the Company's contributions to revert to the Company, or to be used for, or
diverted to, any purpose other than for the exclusive benefit of Participants
and their Beneficiaries.

      8.2 Source of Benefits. All benefits under the Plan shall be paid
exclusively from the Fund, and the Company shall have no duty to contribute
thereto except as provided in this Article.

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

            (a) In the case of a contribution which is made by a mistake of
      fact, such contribution may be returned to the Company within one year
      after it is made.

            (b) In the case of a contribution conditioned on the initial
      qualification of the Plan under Code Section 401 (or any successor statute
      thereto), and the Plan does not initially qualify upon the filing of a
      timely determination letter request, such contribution may be returned to
      the Company within one year after the date of denial of the initial
      qualification of the Plan.

            (c) In the case of a contribution conditioned on the deductibility
      thereof under Code Section 404 (or any successor statute thereto), such
      contribution shall, to the extent such deduction is disallowed, be
      returned to the Company within one year after such disallowance.


                                       35
<PAGE>

                                   ARTICLE IX
                                 ADMINISTRATION

      9.1 Appointment of Committee. There is hereby created a committee (the
"Committee") which shall exercise such powers and have such duties in
administering the Plan as are hereinafter set forth. The Board of Directors
shall determine the number of members of such Committee. The members of the
Committee shall be appointed by the Board of Directors and such Board shall from
time to time fill all vacancies occurring in said Committee. The members of the
Committee shall constitute the Named Fiduciaries of the Plan within the meaning
of Section 402(a)(2) of ERISA.

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

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

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


                                       36
<PAGE>

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

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

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

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

            (d) To administer, interpret, construe, and apply the Plan and to
      decide all questions which may arise or which may be raised under the Plan
      by any Employee, Participant, former Participant, Beneficiary or other
      person whatsoever, including but not limited to all questions relating to
      eligibility to participate in the Plan, the amount of Benefit Years or
      Vesting Years 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
      ERISA Section 407(d)(5).

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

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

      Any action taken in good faith by the Committee in the exercise of
discretionary powers conferred upon it by the Plan shall be conclusive and
binding upon the Participants and their Beneficiaries. All discretionary powers
conferred upon the Committee shall be absolute;


                                       37
<PAGE>

provided, however, that all such discretionary power shall be exercised in a
uniform and nondiscriminatory manner.

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

            (a) To appoint one or more Investment Managers pursuant to Section
      9.15 to manage and control any or all of the assets of the Trust.

            (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 exercise management and control over Plan assets.

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

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

      9.8 Claims 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.

            (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


                                       38
<PAGE>

      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 9.9 below.

      9.9 Appeals Procedures. A Claimant who wishes to appeal the denial of his
or her claim for benefits shall follow the administrative procedures for an
appeal as set forth in this Section and shall exhaust such administrative
procedures prior to seeking any other form of relief. 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 changed on a prospective basis. In
      the event the Claimant is a subordinate, as determined


                                       39
<PAGE>

      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.

      9.10 Limitation on Liability. Each of the fiduciaries under the Plan shall
be solely responsible for its own acts and omissions and no fiduciary shall be
liable for any breach of fiduciary responsibility resulting from the act or
omission of any other fiduciary or person to whom fiduciary responsibilities
have been allocated or delegated pursuant to Section 9.6, except as provided in
Sections 405(a) and 405(c)(2)(A) or (B) of ERISA. The Committee shall have no
responsibility over assets as to which management and control has been delegated
to an Investment Manager appointed pursuant to Section 9.15 hereof or as to
which management and control has been retained by the Trustee.

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

      9.12 Compensation of Committee and Plan Expenses. Members of the Committee
shall serve as such without compensation unless the Board of Directors shall
otherwise determine, but in no event shall any member of the Committee who is an
Employee receive compensation from the Plan for his or her services as a member
of the Committee. All members shall be reimbursed for any necessary expenditures
incurred in the discharge of duties as members of the Committee. The
compensation or fees, as the case may be, of all officers, agents, counsel, the
Trustee or other persons retained or employed by the Committee shall be fixed by
the Committee, subject to approval by the Board of Directors. The expenses
incurred in the


                                       40
<PAGE>

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).

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

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

      9.15 Appointment of Investment Manager. From time to time the Committee,
in accordance with Section 9.6 hereof, may appoint one or more Investment
Managers who shall have investment management and control over assets of the
Trust. 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, and such Investment Manager shall report the voting of all securities
subject to such proxy on an annual basis to the Committee.


                                       41
<PAGE>

                                    ARTICLE X
                         AMENDMENT AND ADOPTION OF PLAN

      10.1 Right to Amend Plan. The Sponsor, by resolution of the Board of
Directors, shall have the right to amend the Plan and any trust agreement with
the Trustee 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) above, in accordance with the provisions of Section
9.5(g).

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


                                       42
<PAGE>

                                   ARTICLE XI
                             TERMINATION AND MERGER

      11.1 Right to Terminate Plan. The Sponsor, by resolution of the Board of
Directors, may terminate or partially terminate the Plan. If the Plan is
terminated or partially terminated, the assets of the Plan shall be allocated,
subject to Section 11.3, as provided in Section 4044 of the Employee Retirement
Income Security Act of 1974 (as it may be from time to time amended or construed
by any appropriate governmental agency or corporation), without subclasses.
Effective as of the first day of the sixth calendar year following the adoption
date of this amended and restated Plan, in the event of a termination of the
Plan (other than a partial termination), any amount remaining after all fixed
and contingent liabilities of the Plan have been satisfied shall revert to the
Company notwithstanding any provision in the Plan to the contrary. In the event
of a termination of the Plan (other than a partial termination) prior to the
first day of the sixth calendar year following the adoption date of this amended
and restated Plan, any amount remaining after all fixed and contingent
liabilities of the Plan have been satisfied shall be allocated to each
Participant in proportion to the present value of a benefit commencing at Normal
Retirement Date equal to such Participant's Average Earnings times Benefit
Years. Any allocations under this Section to Participants with respect to whom
the Plan is terminating shall be nonforfeitable. Except as otherwise required by
law, the time and manner of distribution of the assets or the time and manner of
any reversion of assets to the Company shall be determined by the Sponsor by
amendment to the Plan.(7)

      11.2 Merger Restriction. No merger or consolidation with, or transfer of
any of the Plan's assets or liabilities to, any other plan shall occur at any
time unless each Participant would (if the Plan had then terminated) receive a
benefit immediately after the merger, consolidation, or transfer which is equal
to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).

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

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

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

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

----------
(7)   Section 11.1 was amended by the First Amendment to the Allergan, Inc.
      Pension Plan (Restated 2001) and is further amended as set forth above.


                                       43
<PAGE>

      in their Accrued Benefit on the date of such Change in Control and in any
      benefit accruals subsequent to the date of the Change in Control.
      Notwithstanding the foregoing, the Board of Directors may, at its
      discretion, amend or delete this paragraph (b) in its entirety prior to
      the occurrence of any such Change in Control. For the purpose of this
      paragraph (b), "Change in Control" shall mean the following and shall be
      deemed to occur if any of the following events occur:

                  (i) Any "person," as such term is used in Sections 13(d) and
            14(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act") (a "Person"), is or becomes the "beneficial owner,"
            as defined in Rule 13d-3 under the Exchange Act (a "Beneficial
            Owner"), directly or indirectly, of securities of the Sponsor
            representing (1) 20% or more of the combined voting power of the
            Sponsor's then outstanding voting securities, which acquisition is
            not approved in advance of the acquisition or within 30 days after
            the acquisition by a majority of the Incumbent Board (as hereinafter
            defined) or (2) 33% or more of the combined voting power of the
            Sponsor's then outstanding voting securities, without regard to
            whether such acquisition is approved by the Incumbent Board;

                  (ii) Individuals who, as of the 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 the Plan, be
            considered as though such person were a member of the Incumbent
            Board of the Sponsor;

                  (iii) The consummation of a merger, consolidation or
            reorganization involving the Sponsor, other than one which satisfies
            both of the following conditions:

                        (1) a merger, consolidation or reorganization which
                  would result in the voting securities of the Sponsor
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of another entity) at least 55% of the
                  combined voting power of the voting securities of the Sponsor
                  or such other entity resulting from the merger, consolidation
                  or reorganization (the "Surviving Corporation") outstanding
                  immediately after such merger, consolidation or reorganization
                  and being held in substantially the same proportion as the
                  ownership in the Sponsor's voting securities immediately
                  before such merger, consolidation or reorganization, and


                                       44
<PAGE>

                        (2) a merger, consolidation or reorganization in which
                  no Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Sponsor representing 20% or
                  more of the combined voting power of the Sponsor's then
                  outstanding voting securities; or

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

            Notwithstanding the preceding provisions of this paragraph (b), a
      Change in Control shall not be deemed to have occurred if the Person
      described in the preceding provisions of this paragraph (b) is (i) an
      underwriter or underwriting syndicate that has acquired any of the
      Sponsor's then outstanding voting securities solely in connection with a
      public offering of the Sponsor's securities, (ii) the Sponsor or any
      subsidiary of the Sponsor or (iii) an employee stock ownership plan or
      other employee benefit plan maintained by the Sponsor or an Affiliated
      Company that is qualified under the provisions of the Code. In addition,
      notwithstanding the preceding provisions of this paragraph (b), a Change
      in Control shall not be deemed to have occurred if the Person described in
      the preceding provisions of this paragraph (b) becomes a Beneficial Owner
      of more than the permitted amount of outstanding securities as a result of
      the acquisition of voting securities by the Sponsor or an Affiliated
      Company which, by reducing the number of voting securities outstanding,
      increases the proportional number of shares beneficially owned by such
      Person, provided, that if a Change in Control would occur but for the
      operation of this sentence and such Person becomes the Beneficial Owner of
      any additional voting securities (other than through the exercise of
      options granted under any stock option plan of the Sponsor or through a
      stock dividend or stock split), then a Change in Control shall occur.

            (c) For purposes of this Section 11.4, 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.(8)

      11.5 Termination Restrictions. The following termination restrictions
shall apply:

            (a) In the event the Plan is terminated, the Accrued Benefit of any
      Highly Compensated Employee (active or former) shall be limited to an
      Accrued Benefit that is nondiscriminatory under Code Section 401(a)(4).

            (b) The Accrued Benefit distributed to any of the 25 most Highest
      Compensated Employees (active or former) with the greatest Earnings in the
      current or any prior year shall be restricted so that the annual payments
      to such Highest Compensated Employee are no greater than an amount equal
      to the payment that would

----------
(8)   Paragraph (c) was added to Section 11.4 by the First Amendment to the
      Allergan, Inc. Pension Plan (Restated 2001) as set forth above.


                                       45
<PAGE>

      be made on behalf of the Highly Compensated Employee under a straight life
      annuity that is the actuarial equivalent of the sum of the Highly
      Compensated Employee's Accrued Benefit, other benefits under the Plan
      (other than social security supplement, within the meaning of Section
      1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and the amount that
      he is entitled to receive under a social security supplement.

            (c) Paragraph (b) shall not apply if:

                  (i) After payment of the Accrued Benefit to an Employee
            described in paragraph (a), the value of Plan assets equals or
            exceeds 110% of the value of current liabilities, as defined in Code
            Section 412(1)(7),

                  (ii) The value of the Accrued Benefit for an Employee
            described in paragraph (a) is less than 1% of the value of current
            liabilities before distribution, or

                  (iii) The value of the Accrued Benefit payable under the Plan
            to an Employee described in paragraph (b) does not exceed $3,500.

            For purposes of this paragraph (c), the Accrued Benefit includes
      loans in excess of the amount set forth in Code Section 72(p)(2)(A), any
      periodic income, any withdrawal values payable to a living Employee, and
      any death benefits not provided for by insurance on the Employee's life.


                                       46
<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 12.7, the
requirements of Sections 12.4, 12.5, and 12.6 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.


                                       47
<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 Code Section 415 and
      the regulations thereunder.

      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 cumulative
            accrued benefits under the plan for all Employees; and

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

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

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

            (c) The term "Top-Heavy Group" means any Aggregation Group if the
      sum (as of the Determination Date) of (i) the present value of the
      cumulative accrued benefits for Key Employees under all defined benefit
      plans included in the group, and (ii) the aggregate of the account
      balances of Key Employees under all defined contribution plans included in
      the group exceeds 60% of a similar sum determined for all Employees. For
      purposes of determining the present value of the cumulative accrued
      benefit of any Employee, or the amount of the account balance of any
      Employee, such present value or


                                       48
<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 Affiliate, 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 Benefit.

            (a) The Plan shall provide a minimum benefit for each Participant
      who is not classified as a "Key Employee." This minimum benefit, when
      expressed as an annual retirement benefit payable in the form of a single
      life annuity beginning when the Participant attains Age 65, shall not be
      less than the Participant's average annual compensation during the period
      of consecutive years (not exceeding five (5)) during which the Participant
      had the greatest aggregate compensation from the Company multiplied by the
      lesser of:

                  (i) Two percent (2%) multiplied by the number of his or her
            Vesting Years; or

                  (ii) Twenty percent (20%).


                                       49
<PAGE>

            (b) For purposes of this Section 12.4, Vesting Years shall be
      determined under Code Sections 411(a)(4), (5), and (6), but excluding:

                  (i) Any Vesting Year if the Plan was not a Top-Heavy Plan for
            the Plan Year ending during such Vesting Year;

                  (ii) Any Vesting Year which was completed in a Plan Year
            beginning before January 1, 1984; and

                  (iii) Any Vesting Year which was completed in a Plan Year
            beginning on or after January 1, 2002 during which the Plan benefits
            (within the meaning of Code Section 410(b)) no Key Employee or
            former Key Employee.

            (c) The Participant's minimum benefit 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 under the defined contribution plan) a
      minimum benefit under the Plan so as to prevent the duplication of
      required minimum benefits hereunder.

      12.5 Maximum Benefit.

            (a) Except as set forth below, in the case of any Top-Heavy Plan the
      rules of Sections 5.7(a)(i) and 5.7(b) shall be applied by substituting
      "1.0" for "1.25."

            (b) The rule set forth in paragraph (a) above shall not apply if the
      requirements of both subparagraphs (i) and (ii) are satisfied.

                  (i) The requirements of this subparagraph (i) are satisfied if
            the rules of Section 12.4(a) above would be satisfied after
            substituting "three percent (3%)" for "two percent (2%)" where it
            appears therein and by increasing (but not by more than ten (10)
            percentage points) twenty percent (20%) by one (1) percentage point
            for each year for which the Plan is a Top Heavy Plan.

                  (ii) The requirements of this subparagraph (ii) are satisfied
            if the Plan would not be a Top-Heavy Plan if "ninety percent (90%)"
            were substituted for "sixty percent (60%)" each place it appears in
            Sections 12.3(a) and 12.3(c).

            (c) The rules of paragraph (a) shall not apply with respect to any
      Employee as long as there are no --


                                       50
<PAGE>

                  (i) Company contributions, forfeitures, or voluntary
            nondeductible contributions allocated to the Employee under a
            defined contribution plan maintained by the Company, or

                  (ii) Accruals by the Employee under a defined benefit plan
            maintained by the Company.

            (d) In the case where the Plan is subject to the rules of paragraph
      (a) above, the transition fraction rules of Code Section 415(e)(6) shall
      be applied by substituting "$41,500" for "$51,875."

      12.6 Minimum Vesting Rules.

            (a) For any Plan Year in which it is determined that the Plan is a
      Top-Heavy Plan, the vesting schedule of the Plan shall be changed to that
      set forth below (unless the Plan's vesting schedule otherwise provides for
      vesting at a rate at least as rapid as that set forth below):

<TABLE>
<CAPTION>
                  Number of Vesting Years                              Nonforfeitable Percentage
                  -----------------------                              -------------------------
<S>                                                                    <C>
                  Less than 3 years                                                 0%
                  3 or more                                                       100%
</TABLE>

            (b) If the Plan ceases to be a Top-Heavy Plan, the vesting schedule
      of the Plan shall (for such Plan Years as the Plan is not a Top-Heavy
      Plan) revert to that provided in Section 5.11 (the "Regular Vesting
      Schedule"). If such reversion to the Regular Vesting Schedule is deemed to
      constitute a vesting schedule change that is attributable to a Plan
      amendment (within the meaning of Code Section 411(a)(10)), then such
      reversion to said Regular Vesting Schedule shall be subject to the
      requirements of Code Section 411(a)(10). For such purposes, the date of
      the adoption of such deemed amendment shall be the Determination Date as
      of which it is determined that the Plan has ceased to be a Top-Heavy Plan.

      12.7 Noneligible 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.


                                       51
<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. 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 rule 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:

                  (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 this Plan
            with respect to a Participant,


                                       52
<PAGE>

                  (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 earliest retirement age (as defined
            in Code Section 414(p)(4)(B));

                  (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


                                       53
<PAGE>

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

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

            (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 of the receipt of the order and the Plan's procedures for
      determining the qualified status of domestic relations orders. 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 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 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 to 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 pay the
      segregated amounts (plus any interest thereon) to the person or persons
      who would have been entitled to the amounts if there had been no order
      (assuming such benefits were otherwise payable). Any determination that an
      order is a Qualified Domestic Relations Order that is made after the close
      of the 18 Month Period shall be applied prospectively only. For purposes
      of this Section 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.


                                       54
<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS

      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 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.

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

      14.4 Interpretation. The provisions of the Plan shall in all cases be
interpreted in a manner that is consistent with the Plan satisfying the
requirements of Code Section 401(a) and related statutes for qualification as a
defined benefit plan.

      14.5 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.

      14.6 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.

      14.7 Plan and Trust as One Instrument. The Plan and any trust agreement
adopted hereunder shall be construed together as one instrument. In the event
that any conflict arises between the terms and/or conditions of any trust
agreement with the Trustee 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.

      14.8 Invalid Provisions. If any paragraph, section, sentence, clause or
phrase contained in the Plan shall become illegal, null or void or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be incapable of being construed or limited in a manner to make
it enforceable, or is otherwise held by such court to be illegal, null or void
or against public policy, the remaining paragraphs, sections, sentences, clauses
or phrases contained in the Plan shall not be affected thereby.

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


                                       55
<PAGE>

      14.10 Forfeitures. All forfeitures arising under the Plan shall be used as
soon as possible to reduce the Company's contributions and shall not be applied
to increase the benefits any person would otherwise receive under the Plan.

      14.11 Facility of Payment. If the Committee deems any person incapable of
receiving benefits to which he is entitled by reason of minority, illness,
infirmity, or other incapacity, it may direct that payment be made directly for
the benefit of such person or to any person selected by the Committee to
disburse it, whose receipt shall be a complete acquittance therefor. Such
payments shall, to the extent thereof, discharge all liability of the Company
and the party making the payment.

      14.12 Lapsed Benefits.

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

            (b) If any eligible Beneficiary cannot be located for the purpose of
      paying the benefit for the following two years, then the benefit shall be
      forfeited and applied in accordance with the provisions of Section 14.10.

            (c) Notwithstanding the foregoing rules, if after such a forfeiture
      the Participant or an eligible Beneficiary shall claim the forfeited
      benefit, the amount forfeited shall be reinstated and paid to the claimant
      as soon as practical following the claimant's production of reasonable
      proof of his or her identity and entitlement to the benefit (determined
      pursuant to the Plan's normal claim review procedures under Sections 9.8
      and 9.9).

            (d) 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 14.10 to
      pay any reinstated benefit after it has been forfeited pursuant to the
      provisions of this Section.


                                       56
<PAGE>

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

ALLERGAN, INC.


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


                                       57
<PAGE>

                                   APPENDIX A

      A.1 The Actuarial Equivalent of a benefit other than a lump sum shall be
determined as follows:

            (a) For Annuity Starting Dates on or after July 1, 2002, the
      Actuarial Equivalent of a benefit other than a lump sum shall be
      determined by applying a 7% interest rate and the 1994 Group Annuity
      Reserving Table; provided, however, the Actuarial Equivalent of a
      contingent benefit option which provides a benefit following a
      Participant's death to the Participant's surviving spouse shall be
      determined by the factors set forth in Table I under this Appendix A if
      greater.

            (b) For Annuity Starting Dates commencing as of the Plan's Original
      Effective Date and ending June 30, 2002, the Actuarial Equivalent of a
      benefit other than a lump sum shall be determined by applying a 7%
      interest rate and the 1971 GAM Mortality Table -- Males (age set-back 2
      years); provided, however, the Actuarial Equivalent of a contingent
      benefit option which provides a benefit following a Participant's death to
      the Participant's surviving spouse shall be determined by the factors set
      forth in Table II under this Appendix A.

      A.2 The Actuarial Equivalent of a lump sum benefit shall, for purposes of
Section 6.5, be determined as follows:

            (a) The Actuarial Equivalent of a lump sum benefit with an Annuity
      Starting Date on or after July 1, 2002, shall mean an amount of equal
      actuarial value based on the Applicable Mortality Table and the Applicable
      Interest Rate where:

                  (i) "Applicable Mortality Table" means the 1994 Group Annuity
            Reserving Table; and

                  (ii) "Applicable Interest Rate" means the annual interest rate
            on 30-year Treasury securities as specified by the Commissioner of
            Internal Revenue for the first full calendar month preceding the
            Plan Year that contains the annuity starting date.

            (b) The Actuarial Equivalent of a lump sum benefit with an Annuity
      Starting Date on or after January 1, 1995 and prior to July 1, 2002, shall
      mean an amount of equal actuarial value based on the Applicable Mortality
      Table and the Applicable Interest Rate where:

                  (i) "Applicable Mortality Table" means the 1983 Group Annuity
            Mortality Table; and


                                      A-1
<PAGE>

                  (ii) "Applicable Interest Rate" means the annual interest rate
            on 30-year Treasury securities as specified by the Commissioner of
            Internal Revenue for the first full calendar month preceding the
            Plan Year that contains the annuity starting date.

            (c) The Actuarial Equivalent of a lump sum benefit with an Annuity
      Starting Date prior to January 1, 1995, shall mean an amount of equal
      actuarial value based on the interest rate(s) which would be used (as of
      the first day of the Plan Year in which falls the annuity starting date)
      by the Pension Benefit Guaranty Corporation (PBGC) for a trusteed
      single-employer plan to value a benefit upon termination of an
      insufficient trusteed single-employer plan and the 1971 GAM Mortality
      Table -- Males (age set-back 2 years).


                                      A-2
<PAGE>

                            ATTACHMENT TO APPENDIX A
                                     TABLE I
                          OPTIONAL BENEFIT FORM FACTORS
                    (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
                      7%/1994 Group Annuity Reserving Table

<TABLE>
<CAPTION>
Retiree
   Age     50% J&S         66 2/3% J&S      100% J&S       5 Yr C&C         10 Yr C&C      15 Yr C&C        20 Yr C&C
<S>        <C>             <C>              <C>            <C>              <C>            <C>              <C>
  35        0.984              0.979          0.969          1.000            0.998           0.997            0.994
  36        0.984              0.978          0.968          1.000            0.998           0.996            0.994
  37        0.983              0.977          0.966          1.000            0.998           0.996            0.994
  38        0.982              0.976          0.964          1.000            0.998           0.996            0.993
  39        0.981              0.974          0.962          0.999            0.998           0.995            0.992
  40        0.980              0.973          0.960          0.999            0.998           0.995            0.992
  41        0.979              0.972          0.958          0.999            0.998           0.995            0.991
  42        0.977              0.970          0.956          0.999            0.997           0.994            0.990
  43        0.976              0.968          0.953          0.999            0.997           0.994            0.989
  44        0.975              0.967          0.951          0.999            0.997           0.993            0.987
  45        0.973              0.965          0.948          0.999            0.996           0.992            0.986
  46        0.972              0.963          0.946          0.999            0.996           0.991            0.984
  47        0.970              0.961          0.943          0.999            0.996           0.990            0.982
  48        0.969              0.959          0.939          0.999            0.995           0.989            0.980
  49        0.967              0.957          0.936          0.999            0.995           0.988            0.977
  50        0.965              0.954          0.933          0.998            0.994           0.986            0.974
  51        0.963              0.952          0.929          0.998            0.993           0.984            0.971
  52        0.961              0.949          0.925          0.998            0.992           0.982            0.967
  53        0.959              0.946          0.921          0.998            0.991           0.979            0.963
  54        0.957              0.943          0.917          0.997            0.990           0.976            0.958
  55        0.954              0.940          0.913          0.997            0.988           0.973            0.953
  56        0.952              0.937          0.908          0.997            0.986           0.969            0.947
  57        0.949              0.934          0.904          0.996            0.984           0.965            0.941
  58        0.947              0.930          0.899          0.995            0.982           0.960            0.934
  59        0.944              0.927          0.894          0.995            0.979           0.955            0.926
  60        0.941              0.923          0.889          0.994            0.976           0.949            0.918
  61        0.939              0.920          0.884          0.993            0.973           0.943            0.909
  62        0.936              0.916          0.879          0.992            0.969           0.937            0.899
  63        0.933              0.912          0.874          0.991            0.965           0.929            0.888
  64        0.930              0.909          0.869          0.989            0.961           0.921            0.877
  65        0.927              0.905          0.864          0.988            0.956           0.913            0.865
  66        0.924              0.901          0.859          0.986            0.951           0.904            0.852
</TABLE>


                                      A-3
<PAGE>


                            ATTACHMENT TO APPENDIX A
                                     TABLE I
                          OPTIONAL BENEFIT FORM FACTORS
                    (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
                      7%/1994 Group Annuity Reserving Table

<TABLE>
<CAPTION>
Retiree
   Age     50% J&S         66 2/3% J&S      100% J&S       5 Yr C&C         10 Yr C&C      15 Yr C&C        20 Yr C&C
<S>        <C>             <C>              <C>            <C>              <C>            <C>              <C>
  67        0.921              0.898          0.854          0.985            0.946           0.894            0.838
  68        0.919              0.894          0.850          0.983            0.940           0.883            0.824
  69        0.916              0.891          0.845          0.981            0.933           0.871            0.808
  70        0.913              0.887          0.840          0.979            0.926           0.858            0.791
  71        0.910              0.883          0.835          0.976            0.917           0.844            0.773
  72        0.907              0.879          0.829          0.973            0.907           0.828            0.754
  73        0.904              0.875          0.824          0.970            0.896           0.811            0.734
  74        0.900              0.871          0.819          0.966            0.884           0.792            0.712
  75        0.897              0.867          0.813          0.961            0.870           0.772            0.690
  76        0.893              0.863          0.807          0.955            0.854           0.750            0.667
  77        0.890              0.858          0.801          0.948            0.837           0.727            0.643
  78        0.886              0.854          0.795          0.941            0.819           0.703            0.619
  79        0.883              0.849          0.790          0.932            0.798           0.678            0.595
  80        0.879              0.845          0.784          0.923            0.777           0.653            0.570
</TABLE>


                                      A-4
<PAGE>

                            ATTACHMENT TO APPENDIX A
                                    TABLE II
                          OPTIONAL BENEFIT FORM FACTORS
                    (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
          7%/ 1971 GAM Mortality Table -- Males (age set-back 2 years)

<TABLE>
<CAPTION>
Retiree
   Age     50% J&S         66 2/3% J&S      100% J&S       5 Yr C&C         10 Yr C&C      15 Yr C&C        20 Yr C&C
<S>        <C>             <C>              <C>            <C>              <C>            <C>              <C>
  40         .975               .960           .945           .999             .996            .990             .983
  41         .973               .958           .942           .999             .995            .989             .981
  42         .971               .956           .939           .999             .995            .988             .979
  43         .969               .954           .936           .999             .994            .986             .976
  44         .967               .952           .933           .998             .993            .984             .973
  45         .965               .950           .930           .998             .992            .982             .970
  46         .963               .948           .926           .998             .991            .980             .967
  47         .961               .946           .922           .997             .990            .978             .963
  48         .959               .944           .918           .997             .988            .975             .959
  49         .957               .942           .914           .997             .987            .972             .954
  50         .955               .940           .910           .996             .985            .969             .950
  51         .953               .937           .906           .996             .984            .966             .945
  52         .951               .934           .902           .995             .982            .962             .939
  53         .949               .931           .898           .995             .980            .959             .933
  54         .947               .928           .894           .994             .978            .954             .926
  55         .945               .925           .890           .993             .975            .950             .919
  56         .942               .921           .885           .993             .973            .945             .911
  57         .939               .917           .880           .992             .970            .939             .902
  58         .936               .913           .875           .991             .967            .933             .893
  59         .933               .909           .870           .990             .963            .926             .883
  60         .930               .905           .865           .989             .959            .918             .872
  61         .927               .901           .860           .987             .954            .909             .860
  62         .924               .897           .855           .986             .949            .899             .847
  63         .921               .893           .850           .984             .943            .889             .833
  64         .918               .889           .845           .982             .937            .877             .818
  65         .915               .885           .840           .980             .929            .865             .802
  66         .911               .881           .834           .977             .921            .851             .785
  67         .907               .877           .828           .974             .911            .836             .768
  68         .903               .873           .822           .971             .901            .821             .749
  69         .899               .869           .816           .967             .890            .804             .730
  70         .895               .865           .810           .962             .878            .787             .711
  71         .892               .862           .805           .957             .865            .769             .691
</TABLE>


                                      A-5
<PAGE>

                            ATTACHMENT TO APPENDIX A
                                    TABLE II
                          OPTIONAL BENEFIT FORM FACTORS
                    (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
          7%/ 1971 GAM Mortality Table -- Males (age set-back 2 years)

<TABLE>
<CAPTION>
Retiree
   Age     50% J&S         66 2/3% J&S      100% J&S       5 Yr C&C         10 Yr C&C      15 Yr C&C        20 Yr C&C
<S>        <C>             <C>              <C>            <C>         <C>                 <C>              <C>
  72         .889               .859           .800           .952             .851            .750             .671
  73         .886               .856           .795           .946             .837            .731             .651
  74         .883               .853           .790           .940             .822            .711             .631
  75         .880               .850           .785           .934             .806            .691             .610
  76         .877               .846           .781           .927             .789            .671             .590
  77         .874               .842           .777                    Left intentionally blank
  78         .871               .838           .773                    Left intentionally blank
  79         .868               .834           .769                    Left intentionally blank
  80         .865               .830           .765                    Left intentionally blank
</TABLE>


                                      A-6
<PAGE>

                                   APPENDIX B

      B.1 For purposes of Section 4.3(b) of the Plan, the Accrued Benefit of a
Participant shall be equal to one-twelfth (1/12) of the difference between:

            (a) the sum of:

                  (i) 1.7% of his or her Average Earnings multiplied by the
            number of his or her Benefit Years to a maximum of 35 Benefit Years;
            plus

                  (ii) 0.5% of his or her Average Earnings for each Benefit Year
            in excess of 35 Benefit Years; and

            (b) 1.43% of the Participant's Primary Social Security Benefit
      multiplied by the number of his or her Benefit Years to a maximum of 35
      Benefit Years.

      Notwithstanding the foregoing, the Accrued Benefit of a Participant who is
considered a highly compensated employee in 1989 within the meaning of Code
Section 414(q)(1)(A) or (B) is limited to the Participant's Accrued Benefit
under the SKB Plan as of the Spin-Off Date. The Accrued Benefit of a Participant
who is considered a highly compensated employee in 1990 within the meaning of
Code Section 414(q)(1)(A) or (B), and is not considered a highly compensated
employee in 1989 within the meaning of Code Section 414(q)(1)(A) or (B) is
limited to the Participant's Accrued Benefit as of December 31, 1989.

      B.2 The level income option offered as an optional form of benefit under
Section 6.4(b) of the Plan, provides a monthly pension payable as a Single Life
Annuity or under a contingent beneficiary option. For purposes of this
paragraph, the Single Life Annuity or, if a contingent beneficiary option is
elected, the monthly amount payable to a Participant as reduced for the
contingent beneficiary option shall be referred to as the Participant's Life
Pension. In order to recognize the increased benefits payable until age 62 (the
"Temporary Pension"), the Participant's Life Pension is reduced. The Temporary
Pension shall end on the earlier of the Participant's death or his or her
attainment of age 62. If a contingent beneficiary option is elected and the
Participant dies, then 100%, 66 2/3% or 50% (as previously elected by the
Participant) of the Participant's Life Pension as determined prior to the
adjustment for the Temporary Pension shall be payable for the lifetime of his or
her designated beneficiary.

      B.3 The guaranteed payment option offered as an optional form of benefit
under Section 6.4(b) of the Plan, provides a reduced benefit for the longer of
the Participant's lifetime or a specified number of months (60, 120, 180, or
240) with payments made to the Participant and any remaining guaranteed payments
on the Participant's death to a designated beneficiary or beneficiaries
(hereinafter referred to as the "designated beneficiary"). For purposes of the
guaranteed payment option, the following rules shall apply to beneficiary
designations:

            (a) A Participant may change his or her designated beneficiary at
      any time and may designate a secondary beneficiary or beneficiaries to
      receive any remaining


                                      B-1
<PAGE>

      guaranteed payments on the Participant's death in the event his or her
      designated beneficiary predeceases the Participant or dies during the
      guaranteed payment period.

            (b) If the Participant fails to designate a secondary beneficiary
      and the Participant's designated beneficiary predeceases the Participant,
      any guaranteed payments on the Participant's death shall be paid in a lump
      sum to either the Participant's personal representative or heirs at law as
      determined under paragraph (d) below.

            (c) If the Participant fails to designate a secondary beneficiary
      and the Participant's designated beneficiary dies while receiving payments
      during the guaranteed payment period, the designated beneficiary's
      interest in the remaining guaranteed payments shall be paid in a lump sum
      to either the designated beneficiary's personal representative or heirs at
      law as determined under paragraph (d) below.

            (d) In the event the deceased Participant or deceased designated
      beneficiary under paragraphs (b) and (c) above, respectively, 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 deceased designated
      beneficiary, or if administration of the deceased Participant's or
      deceased designated beneficiary's estate is not otherwise required, the
      Committee, in its discretion, may pay the remaining guaranteed payments
      (or interest therein) to the deceased Participant's or deceased designated
      beneficiary's heirs at law (determined in accordance with the laws of the
      State of California as they existed at the date of the Participant's or
      designated beneficiary's death).

      B.4 Notwithstanding anything in the Plan to the contrary, the reductions
applied to the Accrued Benefits of Participants whose last Severance Date was
prior to July 27, 1989 to reflect the value of coverage for pre-retirement death
benefits shall no longer apply to benefits with Annuity Starting Dates on or
after July 1, 2002.


                                      B-2
<PAGE>

                                   APPENDIX C

Benefit Years and Vesting Years include service with the following Affiliated
Companies (or their predecessors) effective on the dates shown:

<TABLE>
<CAPTION>
                                                              Vesting                            Benefit
                                                              Service                            Service
                                                              Effective                          Effective
                                                                Date                               Date
                                                              ---------                          ---------
<S>                                                           <C>                                <C>
  Allergan America                                            At hire                            04/11/80
  Allergan Corporate                                          At hire                            At hire*
  Allergan Humphrey                                           02/07/80                           01/01/87
  Allergan International                                      At hire                            At hire*
  Allergan Medical Optics                                     At hire                            04/30/86
  Allergan Medical Optics-Ioptex                              At hire                            09/08/94
  Allergan Medical Optics-Lenoir                              At hire                            03/01/92
    (Departments 120-130)
  Allergan Medical Optics-Puerto Rico                         At hire                            04/30/86
  Allergan Optical Inc.                                       At hire                            11/13/87
    (formerly International Hydron Corporation)
  Allergan Optical Puerto Rico, Inc.                          At hire                            11/13/87
  Allergan Optical                                            At hire                            At hire*
  Allergan Pharmaceuticals                                    At hire                            At hire*
  Allergan Phoenix                                            At hire                            12/01/95
  Allergan Puerto Rico, Inc.                                  At hire                            04/11/80
  (formerly Allergan Caribbean)
  Allergan Surgical                                           At hire                            At hire*
  (formerly Innovative Surgical Products)
  Herbert Labs                                                At hire                            At hire*
  Herald Pharmacal                                            At hire                            08/03/95
  Oculinum, Inc.                                              At hire                            06/28/91
  Optical Micro Systems, Inc.                                 At hire                            01/27/95
</TABLE>

* If employment terminated between April 11, 1980 and January 1, 1986, Benefit
Years shall be credited from April 11, 1980 or date of hire, whichever is later.


                                      C-1