Amendment To Allergan Savings & Investment Plan

Exhibit 10.41


FIRST AMENDMENT
TO
ALLERGAN, INC.
SAVINGS AND INVESTMENT PLAN
(RESTATED 2001)


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


1. Article I of the Plan is amended by renumbering Section 1.5 as Section
1.6 and adding the following Section 1.5:


1.5 Spin-off of Advanced Medical Optics, Inc. In connection
with the distribution of the stock of Advanced Medical Optics, Inc.
("AMO") by Allergan to its stockholders (the "AMO Spin-off") and
effective June 29, 2002 which shall be the AMO Spin-off Date: (i)
AMO Employees (as defined in Section 2.24) shall cease to be eligible
to make Participant Deposits or to receive allocations of Company
Contributions, (ii) the assets and liabilities attributable to the
Accounts of AMO Employees shall be transferred to the Advanced Medical
Optics, Inc. 401(k) Plan, a qualified profit sharing plan with a
qualified cash or deferred arrangement, in accordance with Code
Section 414(1), Regulation Section 1.414(1)-1, and Section 208 of
ERISA, and (iii) the AMO stock received with respect to Company
Stock allocated to Participants' Accounts shall be held in a separate
investment fund established by the Committee pursuant to Section 5.5
and Participants shall have subaccounts under the Plan corresponding
to their interests in such investment fund.


2. Section 2.24 of the Plan is amended as follows:


2.24 Employee. "Employee" shall mean, for purposes of the Plan,
any individual who is employed by the Sponsor or an Affiliated Company
in any capacity, any portion of whose income is subject to withholding
of income tax and/or for whom Social Security contributions are made
by the Sponsor or an Affiliated Company, including any Puerto Rico-
based payroll Employee of 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 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.


3. Section 2.38 of the Plan is amended as follows:


2.38 Participant Deposits. "Participant Deposits" shall mean
all of a Participant's deposits to the Plan, including After Tax
Deposits, Before Tax Deposits, and Rollover Contributions.


4. Section 5.5(c) of the Plan is amended as follows:


(c) A Participant may elect the investment fund to which his
or her Participant Deposits are invested under the Plan or may change
such elections at any time; provided, however, that any allocations
among the investment funds shall be made in 1% increments. Any change
in investment funds shall be effective as soon as administratively
feasible. Any investment elections shall be limited to the investment
funds currently offered and currently available to Participants as
determined by the Committee pursuant to paragraphs (a) and (b) above.
A Participant shall effect an investment election by properly
completing and submitting the form authorized by the Committee for
this purpose.


5. Section 5.5(d) of the Plan is amended as follows:


(d) A Participant may elect at any time to transfer amounts
accumulated in his or her Accounts (his or her Before Tax Deposits
Account, After Tax Deposits Account, or Rollover Account prior to June
1, 2002) among any of the investment funds currently offered and
currently available to Participants as determined by the Committee
pursuant to paragraphs (a) and (b) above; provided, however, the total
amount transferred shall be made in 1% increments of the amount
accumulated in the investment fund. Any transfer among investment
funds shall be effective as soon as administratively feasible. A
Participant shall effect a transfer election by properly completing
and submitting the form authorized by the Committee for this purpose.


2


6. Section 5.5(e) of the Plan is amended as follows:


(e) Notwithstanding the requirement of paragraph (a) above
that Matching Contributions be invested in the Company Stock Fund, (i)
any Participant, on or after June 1, 2002, may elect that amounts
accumulated in his or her Company Contribution Account which are held
in the Company Stock Fund be reinvested and (ii) any Participant on or
after the date he or she attains age 55 may elect that any future
Matching Contribution that may be allocated to his or her Company
Contribution Account be invested, in any of the investment funds
currently offered and currently available to Participants as
determined by the Committee pursuant to paragraphs (a) and (b) above.
An election made under this paragraph (e) shall be effective as soon
as administratively feasible. A Participant shall make any election,
and may change any election, at such times and in accordance with the
requirements imposed by paragraphs (c) and (d) above.


7. Section 8.l(f) of the Plan is amended as follows:


(f) Except as provided in Section 8.5(c), all withdrawals
shall be made in cash, except to the extent any of the vested portion
of a Participant's Account to be withdrawn is invested in the Company
Stock Fund or in the stock of Advanced Medical Optics, Inc., then such
withdrawal may be made in Company Stock or in the stock of Advanced
Medical Optics, Inc. at the election of the Participant to the extent
so invested.


8. Section 8.2(b) of the Plan is amended as follows:


(b) Any distribution made pursuant to paragraph (a) shall be
paid no more than once in any calendar quarter in amounts of at least
$500 (or the Participant's entire vested portion of his or her
Accounts under the Plan if lesser) and shall be made in cash except to
the extent any of the vested portion of such Participant's Accounts is
invested in the Company Stock Fund or in the stock of Advanced Medical
Optics, Inc. then, to the extent so invested, such distribution may be
made in Company Stock or in the stock of Advanced Medical Optics, Inc.
at the election of the Participant.


9. Section 12.4 of the Plan is amended by adding the following paragraph (c):


(c) For purposes of this Section 12.4, 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.


3


10. Appendix A of the Plan is amended in its entirety as set forth in the
Exhibit attached hereto.


IN WITNESS WHEREOF, Allergan, Inc. hereby executes this First Amendment to the Allergan, Inc. Savings and Investment Plan on this 26th day of June, 2002.


ALLERGAN, INC.


BY: /s/ Eric Brandt
-----------------------------------
Eric Brandt
Corporate Vice President


4


APPENDIX A
SPECIAL PROVISIONS FOR PUERTO RICO-BASED PAYROLL EMPLOYEES
----------------------------------------------------------


PART I
INTRODUCTION
------------


1.1 Effective Date. The effective date of this Appendix A is January 1, 1999.


1.2 Purpose of Appendix A. The provisions of the Plan shall apply to all Puerto Rico-based payroll Employees except as specifically provided in this Appendix A.


1.3 Plan Intended to Qualify. The Plan is an employee benefit plan that is intended to qualify under PR-Code Section 1165(a) as a qualified profit sharing plan and under PR-Code Section 1165(e) as a qualified cash or deferred arrangement.


PART II
DEFINITIONS
-----------


The Definitions of Article II of the Plan shall apply to all Puerto Rico-based Employees and shall have the same meaning for the purpose of this Appendix A except as set forth below:


2.1 Plan Section 2.17. "Compensation" shall have the same meaning as set forth in Plan Section 2.17 except that in the case of a Puerto Rico-based Employee, Compensation shall also include cost of living allowances earned within Puerto Rico, amounts paid under the Christmas bonus program, and amounts of salary reduction elected by a Puerto Rico-based Participant under a PR-Code Section 1165(e) cash or deferred arrangement, but shall exclude contributions or distributions pursuant to any other plan sponsored by the Company and qualified under PR-Code Section 1165(a).


2.2 Plan Section 2.18. "Credited Service" shall have the same meaning as set forth in Plan Section 2.18 except that in the case of a Puerto Rico-based Employee who was employed by the Company at any time prior to the original Effective Date, for the period prior to January 1, 1989, Credited Service shall include service, if any, credited to such Employee under the Savings and Investment Plan for Employees of Subsidiaries of SmithKline Beckman Corporation Whose Principal Office is Located in Puerto Rico.


2.3 Plan Section 2.21. For the purpose of this Appendix A only, the definition of "Eligible Employee" as defined in Plan Section 2.21 shall not apply and "Eligible Employee" or "Eligible Puerto Rico-based Employee" shall mean any Puerto Rico-based Employee but shall exclude any non-regular manufacturing site transition employee, any non-resident alien of Puerto Rico and the United States, any Leased Employee, and any Employee covered by a collective bargaining agreement.


5


2.4 Plan Section 2.24. For the purpose of this Appendix A only, the definition of "Employee" as defined in Plan Section 2.24 shall not apply and "Employee" or "Puerto Rico-based Employee" shall mean any person who is employed in any capacity by the Sponsor or any Affiliated Company at its Puerto Rico locations, any portion of whose income is subject to withholding of income tax and/or for whom Social Security contribution are made by the Sponsor or an Affiliated Company except that such term shall not include (i) 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 agency determines that such individual is a common-law employee and not an independent contractor and (ii) 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.


2.5 Plan Section 2.34. Notwithstanding the provisions of Plan Section 2.34, "Matched Deposits" of a Puerto Rico-based Participant shall mean his or her Deposits (whether B ...