Restated Savings And Investment Plan

ALLERGAN, INC.


SAVINGS AND INVESTMENT PLAN


RESTATED 1996


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TABLE OF CONTENTS - -----------------
PAGE
---- ARTICLE I NAME AND EFFECTIVE DATE 1
1.1 Plan Name 1
1.2 Plan Purpose 1
1.3 Plan Intended to Qualify 1


ARTICLE II DEFINITIONS
2.1 Accounts 1
2.2 Affiliated Company 1
2.3 After Tax Deposits 2
2.4 After Tax Deposits Account 2
2.5 Anniversary Date 2
2.6 Reserved for Future Modifications 2
2.7 Reserved for Future Modifications 2
2.8 Before Tax Deposits 2
2.9 Before Tax Deposits Account 2
2.10 Beneficiary 2
2.11 Board of Directors 2
2.12 Break in Service 2
2.13 Reserved for Future Modifications 2
2.14 Code 2
2.15 Committee 2
2.16 Company 2
2.17 Company Contributions 3
2.18 Company Contributions Account 3
2.19 Company Stock 3
2.20 Compensation 3
2.21 Computation Period 4
2.22 Credited Service 4
2.23 Disability 5
2.24 Reserved for Future Modifications 5
2.25 Effective Date 5
2.26 Eligible Employee 5
2.27 Eligible Retirement Plan 6
2.28 Eligible Rollover Distribution 6
2.29 Employee 6
2.30 Employment Commencement Date 6
2.31 ERISA 7
2.32 Reserved for Future Modifications 7
2.33 Forfeitures 7
2.34 Highly Compensated Employee 7
2.35 Hour of Service 9
2.36 Investment Manager 10
2.37 Leased Employee 10


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PAGE
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2.38 Leave of Absence 11
2.39 Normal Retirement Age 12
2.40 Participant 12
2.41 Participant Deposits 12
2.42 Period of Severance 12
2.43 Plan 12
2.44 Plan Administrator 12
2.45 Plan Year 12
2.46 Reemployment Commencement Date 12
2.47 Rollover Account 12
2.48 Severance 12
2.49 Severance Date 13
2.50 Sharing Deposits 13
2.51 Sponsor 13
2.52 Stock Credit Account 13
2.53 Trust and Trust Fund 13
2.54 Trustee 13
2.55 Reserved for Future Modifications 13
2.56 Reserved for Future Modifications 13
2.57 Valuation Date 13
2.58 415 Suspense Account 14


ARTICLE III ELIGIBILITY AND PARTICIPATION 15
3.1 Participation 15
3.2 Participants in Prior Plans 15
3.3 Participation in Plan prior to March 1, 1995 15


ARTICLE IV PARTICIPANT DEPOSITS 16
4.1 Election 16
4.2 Amount Subject to Election 16
4.3 Limitation on Compensation Deferrals 17
4.4 Provisions for Return of Excess Before Tax
Deposits Over $7,000 19
4.5 Provision for Recharacterization or Return
of Excess Deferrals by Highly Compensated 21
4.6 Termination of, Change in Rate of, or
Resumption of Deferrals 23
4.7 Character of Deposits 23
4.8 Rollover Contributions 23


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PAGE
---- ARTICLE V TRUST FUND AND COMPANY CONTRIBUTIONS 25
5.1 General 25
5.2 Single Trust 25
5.3 Company Contributions 25
5.4 Form of Company Contributions 26
5.5 Investment of Trust Assets 26
5.6 Reserved for Future Modifications 27
5.7 Irrevocability 27
5.8 Company, Committee and Trustee Not
Responsible for Adequacy of Trust Fund 28
5.9 Certain Offers for Company Stock 28
5.10 Voting of Company Stock 31
5.11 Securities Law Limitation 32
5.12 Distributions 32
5.13 Taxes 32
5.14 Trustee Records to be Maintained 32
5.15 Annual Report of Trustee 32
5.16 Appointment of Investment Manager 33


ARTICLE VI ACCOUNTS AND ALLOCATIONS 34
6.1 Participants' Accounts 34
6.2 Reserved for Plan Modifications 34
6.3 Allocation of Amounts Contributed by Participants 34
6.4 Allocation of Company Contributions and Forfeitures 34
6.5 Valuation of Participants' Accounts 34
6.6 Valuation of Company Stock 35
6.7 Dividends, Splits, Recapitalizations, Etc. 35
6.8 Stock Rights, Warrants or Options 35
6.9 Reserved for Plan Modifications 35
6.10 Treatment of Accounts Upon Severance 35
6.11 Cash Dividends 36
6.12 Miscellaneous Allocation Rules 36
6.13 Limitations on After Tax Deposits and
Company Contributions 36
6.14 Provision for Disposition of Excess After
Tax Deposits or Matching Contributions on
Behalf of Highly Compensated Participants 40


ARTICLE VII VESTING IN PLAN ACCOUNTS 43
7.1 No Vested Rights Except as Herein Provided 43
7.2 Vesting Schedule 43
7.3 Vesting of Participant Deposits 43


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PAGE
---- ARTICLE VIII PAYMENT OF PLAN BENEFITS 44
8.1 Withdrawals During Employment 44
8.2 Distributions Upon Termination of
Employment or Disability 47
8.3 Distribution Upon Death of Participant 47
8.4 Designation of Beneficiary 48
8.5 Distribution Rules 48
8.6 Forfeitures 50
8.7 Valuation of Plan Benefits Upon Distribution 50
8.8 Lapsed Benefits 51
8.9 Persons Under Legal Disability 51
8.10 Additional Documents 52
8.11 Trustee-to-Trustee Transfers 52
8.12 Loans to Participants 52


ARTICLE IX OPERATION AND ADMINISTRATION 54
9.1 Appointment of Committee 54
9.2 Transaction of Business 54
9.3 Voting 54
9.4 Responsibility of Committee 54
9.5 Committee Powers 54
9.6 Additional Powers of Committee 55
9.7 Periodic Review of Funding Policy 56
9.8 Application for Determination of Benefits 56
9.9 Limitation on Liability 57
9.10 Indemnification and Insurance 57
9.11 Compensation of Committee and Plan Expenses 57
9.12 Resignation 57
9.13 Reliance Upon Documents and Opinions 58


ARTICLE X AMENDMENT AND ADOPTION OF PLAN 59
10.1 Right to Amend Plan 59
10.2 Adoption of Plan by Affiliated Companies 59


ARTICLE XI DISCONTINUANCE OF CONTRIBUTIONS 60


ARTICLE XII TERMINATION AND MERGER 61
12.1 Right to Terminate Plan 61
12.2 Effect on Trustee and Committee 61
12.3 Merger Restriction 61
12.4 Effect of Reorganization, Transfer of
Assets or Change in Control 61


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PAGE
---- ARTICLE XIII LIMITATION ON ALLOCATIONS 63
13.1 General Rule 63
13.2 Annual Additions 63
13.3 Other Defined Contribution Plans 64
13.4 Defined Benefit Plans 64
13.5 Adjustments for Excess Combined Plan
Fraction and Excess Annual Additions 64
13.6 Compensation 65
13.7 Treatment of 415 Suspense Account Upon
Termination 66


ARTICLE XIV TOP-HEAVY RULES 67
14.1 Applicability 67
14.2 Definitions 67
14.3 Top-Heavy Status 68
14.4 Minimum Contributions 69
14.5 Reserved for Future Modifications 70
14.6 Maximum Annual Addition 70
14.7 Minimum Vesting Rules 70
14.8 Noneligible Employees 70


ARTICLE XV RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS 71
15.1 General Restrictions Against Alienation 71
15.2 Qualified Domestic Relations Orders 71


ARTICLE XVI MISCELLANEOUS PROVISIONS 74
16.1 No Right of Employment Hereunder 74
16.2 Limitation on Company Liability 74
16.3 Effect of Article Headings 74
16.4 Gender 74
16.5 Interpretation 74
16.6 Withholding For Taxes 74
16.7 California Law Controlling 74
16.8 Plan and Trust as One Instrument 74
16.9 Invalid Provisions 74
16.10 Counterparts 75


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ALLERGAN, INC.
SAVINGS AND INVESTMENT PLAN


ARTICLE I
NAME AND EFFECTIVE DATE


1.1 Plan Name. This document, made and entered into by Allergan, Inc., a Delaware corporation ("Allergan"), evidences the terms of a defined contribution plan with a cash or deferred arrangement for Eligible Employees of Allergan and any Affiliated Companies that are authorized by the Board of Directors to participate in the Plan, to be known hereafter as the "Allergan, Inc. Savings and Investment Plan" (the "Plan"). The Plan shall be effective on the day after the Spin-off Date, as that term is defined in Section 1.2, (the "Effective Date").


1.2 Plan Purpose. Prior to the Effective Date of this Plan, Eligible Employees of Allergan were eligible to participate in the SmithKline Beckman Corporation Savings and Investment Plan (the "SKB Plan"). On or about July 26, 1989, SmithKline Beckman Corporation distributed the stock of Allergan to its shareholders, rendering Eligible Employees of the Company ineligible to participate in the SKB Plan. (The date upon which such distribution occurred shall hereinafter be referred to as the "Spin-off Date".) The purpose of this Plan is to enable Eligible Employees of Allergan, and any Affiliated Companies that are authorized by the Board of Directors to participate in the Plan, to participate in a plan similar to the SKB Plan, to share in the growth and prosperity of the Company and to provide Participants with an opportunity to accumulate capital for their future economic security. The account balances of Eligible Employees of the Company maintained under the SKB Plan will be transferred to this Plan. All assets acquired under this Plan as a result of Company Contributions, income, and other additions to the Fund under the Plan will be administered, distributed, forfeited and otherwise governed by the provisions of this Plan, which is to be administered by the Committee for the exclusive benefit of Participants in the Plan and their Beneficiaries.


1.3 Plan Intended to Qualify. This Plan is an employee benefit plan that is intended to qualify under Code Section 401(a) as a qualified profit sharing plan and under Code Section 401(k) as a qualified cash or deferred arrangement. The provisions of this Plan are intended to comply with the requirements of the Tax Reform Act of 1986 and subsequent legislation up to and including the Omnibus Budget Reconciliation Act of 1993. This Plan document incorporates certain amendments which were submitted to the Internal Revenue Service (the "IRS") pursuant to the processing of an application for issuance by the IRS of the favorable determination letter covering the Plan, dated January 8, 1990.


ARTICLE II


DEFINITIONS


2.1 Accounts. "Accounts" or "Participant's Accounts" shall mean the After Tax Deposits Accounts, Before Tax Deposits Accounts, Company Contribution Accounts, Stock Credit Accounts, and Rollover Accounts maintained for the various Participants.


2.2 Affiliated Company. "Affiliated Company" shall mean (a) any corporation, other than the Sponsor, which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Sponsor is a member, (b) any trade or business, other than the Sponsor, which is under common control (within the meaning of Section 414(c) of the Code) with the 8 Sponsor, (c) any entity or organization, other than the Sponsor, which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) of which the Sponsor is a member, and (d) any entity or organization, other than the Sponsor, which is affiliated with the Sponsor under Section 414(o) of the Code. Any entity shall be an Affiliated Company pursuant to this paragraph only during the period of time in which such entity has the required relationship with the Sponsor under subparagraphs (a), (b), (c) or (d) of this paragraph after the Effective Date of this Plan.


2.3 After Tax Deposits. "After Tax Deposits" shall mean those contributions made by a Participant which represent after-tax contributions.


2.4 After Tax Deposits Account. "After Tax Deposits Account" of a Participant shall mean his/her individual account in the Trust Fund in which are held his/her After Tax Deposits and the earnings thereon.


2.5 Anniversary Date. "Anniversary Date" shall mean the last day of
each Plan Year.


2.6 Reserved for Future Modifications.


2.7 Reserved for Future Modifications.


2.8 Before Tax Deposits. "Before Tax Deposits" shall mean those contributions made by a Participant which represent pre-tax contributions.


2.9 Before Tax Deposits Account. "Before Tax Deposits Account" of a Participant shall mean his/her individual account in the Trust Fund in which are held his/her Before Tax Deposits and the earnings thereon.


2.10 Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person or persons last designated by a Participant as set forth in Section 8.4 or, if there is no designated Beneficiary or surviving Beneficiary, the person or persons designated pursuant to Section 8.4 to receive the interest of a deceased Participant in such event.


2.11 Board of Directors. "Board of Directors" shall mean the Board of Directors (or its delegate) of the Sponsor as it may from time to time be constituted.


2.12 Break in Service. "Break in Service" shall mean, with respect to an Employee, each period of 12 consecutive months during a Period of Severance that commences on the Employee's Severance Date or on any anniversary of such Severance Date.


2.13 Reserved for Future Modifications.


2.14 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. Where the context so requires a reference to a particular Code section shall also refer to any successor provision of the Code to such Code section.


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


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


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2.17 Company Contributions. "Company Contributions" shall mean all amounts (whether in cash or other property, including Company Stock) paid by the Company pursuant to Section 5.3 into the Trust Fund established and ...