EXHIBIT 10.11(b)AMENDMENT NO. 1 TO RETIREMENT BENEFIT AGREEMENT          THIS AMENDMENT NO. 1 TO RETIREMENT BENEFIT AGREEMENT (this “Amendment”) by and between MylanLaboratories Inc., a Pennsylvania corporation (the “Company”), and Robert J. Coury (the“Executive”), is made as of April 3, 2006.          WHEREAS, the Company and the Executive are parties to that certain Retirement BenefitAgreement dated as of December 31, 2004 (the “Agreement”);          WHEREAS, the Company and the Executive wish to amend the Agreement effective as of April 1,2006, as set forth below;          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Section I(h) of the Agreement is hereby deleted and replaced in its entirety to readas follows:““NPV” shall mean the sum of the present value at any given time of the monthly benefits to bepaid, using a discount rate equal to the long-term applicable federal rate then in effect(determined under Section 1274(d) of the Code), compounded semiannually. For purposes ofdetermining NPV of Executive’s Retirement Benefit (or Partial Retirement Benefit) whereExecutive Retires prior to attaining age 55, it shall be assumed that Executive’s RetirementBenefit (or Partial Retirement Benefit) would have commenced at the date on which Executivewould have attained age 55 and the NPV of such Retirement Benefit (or Partial RetirementBenefit) shall equal the present value of such Benefit at age 55 discounted back to theExecutive’s actual age at Retirement using the rate prescribed in the preceding sentence.Executive’s age for purposes of this Agreement shall be Executive’s age at his nearestbirthday.” 2. Section 2.1 is hereby deleted and replaced in its entirety to read as follows:“Upon his Retirement from the Company after completion of at least ten or more continuous yearsof service (the “Full Vesting Date”), Executive shall receive the NPV of an annual retirementbenefit equal to fifty percent (50%) of his annual base salary as of the date of suchRetirement for a period of fifteen (15) years (the “Retirement Benefit”), paid in accordancewith Section 2.6 of this Agreement; provided, however, that if Executive Retires on or afterthe completion of at least five years of continuous service and prior to the Full Vesting Date,Executive shall be entitled to receive the NPV of a portion of the Retirement Benefitdetermined as follows (“Partial Retirement Benefit”) and paid in accordance with Section 2.6 ofthis Agreement:     (a) If such termination occurs on or after five years of continuous service but prior tosix years of continuous service, 50% of the Retirement Benefit;
 

 
     (b) If such termination occurs on or after six years of continuous service but prior toseven years of continuous service, 60% of the Retirement Benefit;     (c) If such termination occurs on or after seven years of continuous service but prior toeight years of continuous service, 70% of the Retirement Benefit;     (d) If such termination occurs on or eight years of continuous service but prior to nineyears of continuous service, 80% of the Retirement Benefit;     (e) If such termination occurs on or after nine years of continuous service butprior to the Full Vesting Date, 90% of the Retirement Benefit;In computing years of service for purposes of this Section 2.1, a period of at least six fullmonths of employment and less than one year shall be deemed to be one full year, and a periodof less than six full months shall be deemed to be zero years. If Executive Retires (otherthan by reason of disability) in a manner entitling to him to payment of severance benefits(pursuant to the Amended and Restated Executive Employment Agreement entered into by andbetween the Company and Executive effective as of April 1, 2006, as amended from time to time(the “Employment Agreement”)), then Executive shall be credited with additional years ofservice for purposes of vesting under this Section 2.1 equal to the relevant multiplier appliedfor purposes of computing such severance benefits.” 3. Section 2.6 of the Agreement shall be deleted and replaced in its entirety with thefollowing:“Within ten (10) days following Executive’s Retirement, Executive’s Retirement Benefit orPartial Retirement Benefit, as the case may be, shall be paid to Executive in a lump sumpayment equal to the NPV of the Retirement Benefit or Partial Retirement Benefit, as the casemay be. Notwithstanding the above, if required by Section 409A of the Code to avoid theimposition of additional taxes, such payment shall be made on the date that is six (6) monthsfollowing the date of such Retirement.” 4. The following shall be added as a new subsection 4.4 to the Agreement:“If (1) Executive Retires in connection with a “Termination of Employment” without “Cause” or aTermination of Employment for “Good Reason” (as each such term is defined in the EmploymentAgreement), (2) a “Potential Change in Control” (as defined in the Employment Agreement) eitherexists at the time of such Termination of Employment or occurs within one (1) year followingthe date of such Termination of Employment, and (3) the transaction or other event contemplatedby such Potential Change in Control is consummated so as to result in a Change in Control, thenwithin ten (10) days following such Change in Control, Executive shall be paid an amount equalto the excess, if any, of (1) the NPV of the Retirement Benefit (as determined
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pursuant to Section 4.1 of this Agreement as of the time of Executive’s Retirement) over (2)the NPV of the Partial Retirement Benefit previously paid to Executive in connection with hisRetirement. Notwithstanding the above, if required by Section 409A of the Code to avoid theimposition of additional taxes, such excess shall be paid on the date that is six (6) monthsfollowing the date of Executive’s Retirement.” 5. This Amendment shall be governed by, interpreted under and construed in accordancewith the laws of the Commonwealth of Pennsylvania.  6. This Amendment may be executed in counterparts, each of which shall be an originaland all of which shall constitute the same document.  7. Except as modified by this Amendment, the Agreement is hereby confirmed in allrespects.          IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and theyear first written above.         MYLAN LABORATORIES INC.         By:  /s/ Rod Piatt          Name: Rod Piatt  Title: Chairman, Compensation Committee         EXECUTIVE           /s/ Robert J. Coury       Robert J. Coury  
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