Restated Supplemental Executive Benefit Plan

ALLERGAN, INC.


SUPPLEMENTAL EXECUTIVE BENEFIT PLAN


Restated 1996 2
RESTATED


ALLERGAN, INC.


SUPPLEMENTAL EXECUTIVE BENEFIT PLAN


ARTICLE I


INTRODUCTION


1.1 Purpose. This Allergan, Inc. Supplemental Executive Benefit Plan (the "Plan") is hereby established by the board of directors (hereinafter referred to as the "Board of Directors" or the "Board") of Allergan, Inc., a Delaware corporation (the "Sponsor"), to provide certain supplemental retirement benefits to selected officers of the Sponsor as more fully provided herein. The benefits provided under this Plan are intended to replace and be generally comparable to certain benefits (related to the Management Bonus Plan and the limitation contained in Code Section 401(a)(17)) that are provided under that certain Supplemental Benefit Plan maintained by SmithKline Beckman Corporation, a Pennsylvania corporation ("SKB"), as such Supplemental Benefit Plan (the "SKB Plan") is in effect immediately prior to the Effective Date hereof.


1.2 Effective Date and Term. This plan is adopted effective as of July 27, 1989 (the "Effective Date"), and shall continue in effect until terminated by the Board of Directors.


1.3 Participation. Participation in this Plan is open only to those officers of the Sponsor who are appointed directly by the Board of Directors (any such officer shall be referred to herein as a "Designated Officer"). Each employee of the Sponsor who is, as of the Effective Date hereof, a Designated Officer shall automatically commence participation in this Plan as of such Effective Date. Any employee of the Sponsor who becomes, subsequent to the Effective Date hereof, a Designated Officer shall automatically commence participation in this Plan as of the date such employee becomes a Designated Officer.


1.4 Applicability of ERISA. This Plan is intended to be a "top-hat" plan -- that is, an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of ERISA.


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ARTICLE II


DEFINITIONS


2.1 Board; Board of Directors. "Board" and "Board of Directors" each mean the board of directors of the Sponsor.


2.2 Code. "Code" means the Internal Revenue Code of 1986, as amended.


2.3 Committee. "Committee" means the committee authorized to administer this Plan as set forth in Section 3.1 hereof.


2.4 Effective Date. "Effective Date" means July 27, 1989.


2.5 ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


2.6 Former Designated Officer. "Former Designated Officer" means any employee of the Sponsor who (a) commenced participation in this Plan by reason of his holding or attaining the status of Designated Officer as provided in Section 1.3 hereof, and (b) does not hold the status of Designated Officer at the time of his Termination.


2.7 Participant. "Participant" means any Designated Officer who commences participation in this Plan as provided under Section 1.3 hereof.


2.8 Pension Plan. "Pension Plan" means the Allergan, Inc. Pension Plan as it may be amended from time to time.


2.9 Plan. "Plan" means this Allergan, Inc. Supplemental Executive Benefit Plan adopted as of the Effective Date hereof and as it may be amended from time to time.


2.10 Sponsor. "Sponsor" means Allergan, Inc., a Delaware corporation.


2.11 Termination. "Termination" means the termination of a Participant's employment with the Sponsor for any reason whatsoever, whether voluntary or involuntary.


2.12 Termination Date. "Termination Date" means, with respect to any Participant, the effective date of such Participant's Termination.


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ARTICLE III


ADMINISTRATION OF THE PLAN


3.1 Administration By Committee. This Plan shall be administered by the same committee (the "Committee") which is appointed to administer the Pension Plan. A member of the Committee may be a Participant in this Plan, provided, however, that any action to be taken by the Committee solely with respect to the particular interest in this Plan of a Committee member who is also a Participant in this Plan shall be taken by the remaining members of the Committee.


3.2 Committee Authority; Rules and Regulations. The Committee shall have discretionary authority to (a) make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan, (b) decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan, and (c) take or approve all such other actions relating to the Plan (other than amending or terminating the Plan or making a final determination concerning an application for Plan benefits as set forth in Section 3.6 hereof) as may be taken or approved by the Board; provided, however, that the Board may, by written notice to the Committee, withdraw all or any part of the Committee's authority at any time, in which case such withdrawn authority shall immediately revest in the Board. Subject to Section 3.6 hereof, the decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.


3.3 Appointment of Agents. In the administration of this Plan, the Board and/or the Committee may from time to time employ agents (which may include officers and/or employees of the Sponsor) and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to the Sponsor.


3.4 Application For Benefits. The Committee may require any person claiming benefits under the Plan to submit an application therefor, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents such person from making personal application for benefits, the Committee may, in its discretion, permit application to be made by another person acting on his behalf. Notwithstanding the foregoing, if the Committee shall have all information necessary to determine the amount and form of Plan benefits payable to a Participant or Beneficiary who is entitled to benefit payments under this Plan (including, to the extent applicable and without limiting the generality of the foregoing, the name, age, sex and proper mailing address of all parties entitled to benefit payments), then the failure of a Participant or Beneficiary to file an application for benefits shall not cause the Committee to defer the commencement of benefit payments beyond the benefit commencement date required under this Plan.


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3.5 Action on Application. Within 60 days following receipt of an application and all necessary documents and information, the Committee shall furnish the claimant with written notice of the decision rendered with respect to such application. Should special circumstances require an extension of time for processing the claim, written 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 90 days from the end of the initial 60 day period. In the case of a denial of the claimant's application, the written notice thereof shall set forth specific reasons for the denial, with references to the Plan provisions upon which the denial is based, a description of any additional information or material necessary to perfect the application (together with an explanation why such material or information is necessary), and an explanation of the Plan's claim review procedure.


3.6 Appeal of Committee Decision.


(a) A claimant who does not agree with the decision rendered by the
Committee with respect to his application may appeal such decision to
the Board. The appeal must be in writing and must be filed with the
Board within 65 days after the date of notice of the Committee's
decision with respect to the application, or, if the application has
neither been approved nor denied within the applicable period provided
in Section 3.5 hereof, then the appeal must be filed within 65 days
after the expiration of such applicable period.


(b) The claimant may request that his application be given full and
fair review by the Board. The claimant may review all pertinent
documents and submit issues and comments to the Board in writing in
connection with the appeal. The decision of the Board shall be made
promptly, and not later than 60 days after the Board's receipt of a
request for review and all supporting documentation and information to
be submitted by the claimant, unless special circumstances require an
extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than 120 days after receipt
of a request for review and such supporting documentation and
information. The Board's decision on review shall be in writing and
shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, with specific reference to
the pertinent Plan provisions upon which the decision is based.


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ARTICLE IV


BENEFITS


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