A. L. PHARMA INC. SUPPLEMENTAL PENSION PLAN

A . L. PHARMA INC.

SUPPLEMENTAL PENSION PLAN

SECTION 1

Introduction

1.1 The Plan and Its Effective Date . The A. L. Pharma Inc. Supplemental Pension Plan (the "Plan") is maintained by Alpharma Inc. (the "Company"). The Plan was originally established by A. L. Pharma Inc. effective as of July 1, 1994 and was amended and restated effective January 1, 2005. The Plan is being amended and restated in its entirety effective January 1, 2008. With respect to benefits under the Plan that were not in "pay status" as of December 31, 2004, the Company intends that Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") shall apply.

1.2 Purpose . The Company maintains the Alpharma Inc. Pension Plan (the "Pension Plan") which is intended to meet the requirements of a "qualified plan" under the Code. While the Code places limitations on the maximum amount of an employee's compensation that may be taken into account for determining benefits payable under a qualified plan, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), permits the payment under an "unfunded plan" of the benefits which may not be paid under a qualified plan because of such limitation. The purpose of this Plan is to provide a certain level of additional benefits which may not be provided under the pension plan because of the maximum compensation limitation of the Code. Effective January 1, 2006, participation in, and accruals under, the Plan were frozen.

SECTION 2

Benefits

2.1 Eligibility . Only those highly compensated or key management employees of the Company or its affiliates, who participate in the Pension Plan and who were employed on June 30, 1994, shall participate in the Plan (the "Participants"), subject to the conditions and limitations of the Plan. Highly compensated key management employees hired after June 30, 1994 and before January 1, 2006, shall be eligible to participate in the Plan at the discretion of the Committee.

2.2 Amount of Benefits . Subject to Section 2.3 below, with respect to a Participant who becomes entitled to a pension benefit under the Pension Plan, and such benefit has been limited as a result of the maximum compensation limitation imposed by Section 401(a)(17) of the Code (as such maximum compensation limitation is incorporated in the Pension Plan and as it may be changed from time to time), he or she shall be entitled to receive under this Plan the portion of the Participant's benefit under the Pension Plan which exceeds the benefit payable to the Participant under the Pension Plan after applying the legal maximum compensation limitation; provided, however, that the annual compensation earned by a Participant for this purpose shall not exceed $235,840. Such estimated limitation shall be determined by the Committee (as defined in section 3.1). A Participant's benefit under this Plan shall be referred to hereinafter as a Participant's "Supplemental Pension Benefit." With respect to determining a Participant's Supplemental Pension Benefit, service after December 31, 2005 and compensation paid after the last payroll period ending in 2005, shall not be taken into account.

2.3 Vesting . If a Participant resigns or is dismissed from the employ of the Company and all of its controlled group members prior to completing at least five years of employment service with the Company or any member of its controlled group, the Participant shall not be entitled to any benefit under the Plan. Notwithstanding the foregoing, Participants (i) whose employment was transferred from the controlled group that includes the Company to the controlled group that includes Actavis Group hf. on or about December 16, 2005, or (ii) who were employees involuntarily terminated as a result of the sale of the Company's generics business, shall be entitled to a benefit under the Plan based on their service through their termination date, regardless of whether such Participants had completed at least five years of employment service on their termination date.

2.4 Payment of Benefits . Upon a Participant's Termination from Employment, a Participant's Supplemental Pension Benefit under the Plan shall be paid to the Participant, or in the event of his or her death, the Participant's beneficiary, in a lump sum on the date that is six months after such Participant's Termination from Employment, but in event later than the later of (i) December 31 of the calendar year in which the Participant has been Terminated from Employment for six months, or (ii) the fifteenth day of the third calendar month following the date on which the Participant has been Terminated from Employment for six months. For purpose of this Section 2.4, whether a Termination of Employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately