Supplemental Executive Benefit Plan

SECOND AMENDMENT TO


ALLERGAN, INC.


SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
(RESTATED 1996)


The ALLERGAN, INC. SUPPLEMENTAL EXECUTIVE BENEFIT PLAN (the "Plan") is hereby amended, effective January 1, 2000, to read as follows:


1. Section 5.4 of the Plan is hereby amended and restated in its entirety to
read as follows:


"5.4. Change in Control. As used in this Plan, "Change in Control"
shall mean the following and shall be deemed to occur if any of the
following events occur:


(a) 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 (i) 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 (ii) 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;


(b) 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 th ...