ALPHARMA INC. CHANGE IN CONTROL PLAN

1.1

"Acquiring Company" - Has the meaning provided in the definition of Change in Control

1.2

"Alpharma" - Alpharma Inc., a Delaware Company.

1.3

"Benefit Continuation Period" -In the case of an Executive who receives a Change in Control Benefit, his Benefit Continuation Period will be determined based on the number of months used in Section 4.2 to compute the Executive's Change in Control Benefit.

1.4

"Benefits Committee" shall consist of the Chief Legal Officer, Chief Financial Officer and Chief Human Resources Officer or any other individual appointed from time to time by the Board.

1.5

"Board" - The Board of Directors of Alpharma.

1.6 

"Change in Control" - (a) The acquisition by any person, entity or "group" (Acquiring Company") within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, Alpharma or its Subsidiaries, or any employee benefit plan of Alpharma or its Subsidiaries which acquires beneficial ownership of voting securities of Alpharma) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common Stock of Alpharma sufficient to elect a majority of directors to the Board; (b) persons who, as of the date of this Plan, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director on the Board subsequent to the date hereof whose election, or nomination for election by Alpharma's stockholders, was approved by a vote of at least a majority of the directors on the Board then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board; (c) approval by the stockholders of Alpharma or a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of Alpharma immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, beneficially own shares sufficient to elect a majority of directors in the election of directors of the reorganized, merged or consolidated company; or (d) a liquidation or dissolution of Alpharma (other than pursuant to the United States Bankruptcy Code) or the conveyance, transfer or leasing of all or substantially all of the assets of Alpharma to any person (it being understood that a Non-Qualifying Sale shall not qualify as such a conveyance or transfer).

1.7

"Change in Control Benefits" - Has the meaning provided in Section 4.2.

1.8

"Chief Executive Officer" - Chief Executive Office of Alpharma

1.9

"Code" - The Internal Revenue Code of 1986, as amended. Any reference to a section in the Code shall include the regulations issued thereunder.

1.10

"Committee" - The Compensation Committee of the Board.

1.11

"Company" - Alpharma Inc. and its US Subsidiaries and any non-US Subsidiary whose Board of Directors (or similar governing body) has adopted this   plan, or any successor by merger, consolidation or sale of assets.

1.12

"Constructive Termination" - A voluntary resignation following a Change in Control and following an action initiated by Alpharma, a Subsidiary or an Acquiring Company which results in (a) a material reduction in the Executive's compensation or a material reduction in the basis upon which such Executive's bonus or commission is determined, (b) the Executive's relocation to a base office or site which is more than 50 miles from the location of the Executive's office or site prior to the Change in Control, (c) the assignment of duties substantially inconsistent with, or a substantial diminution of, the duties, responsibilities or status of the position that the Executive held prior to the Change in Control, (d) a substantial reduction in benefits, or (e) a material change in the reporting relationship which is detrimental to the Executive (including, without limitation, a detrimental change in the position to which the Executive reports and not including, without limitation, the termination or change in the person who held the position to whom the Executive reported prior to the Change in Control).

1.13

Employee" - A full-time permanent salaried or hourly employee of the Company, as determined by the Committee. An Employee shall not include any individual classified by the Company as either a temporary employee, a leased employee or an independent contractor (regardless of whether such individual is classified or retroactively reclassified as an employee of the Company by any person, entity or agency).

1.14

"Executive" - An Employee who is providing services to the Company in one of the following capacities: the Chief Executive Officer, a member of the Leadership Team, an Employee holding the title of Vice President or Director (not to be confused with a member of the Board) of the Company or its Operating Divisions, or any other individual deemed by the Committee to be an Executive.

1.15

"Involuntary Termination of Employment" - A Termination of Employment due to the independent exercise of the unilateral authority of the Company to terminate the Executive's services, other than due to the Executive's implicit or explicit request, where the Executive was willing and able to continue performing services.

1.16

"Leadership Team" - Those officers of the Company that report directly to the Chief Executive Officer and such other employees who the Chief Executive Officer, in his sole discretion, determines is eligible to be classified as a member of the Leadership Team for purposes of this Plan.

1.17

"Non Qualifying Sale" - A sale of (a) the stock or assets of a Subsidiary or the assets of an Operating Division, or (b) assets (other than substantially all the assets of the Company).

1.18

Operating Division" - The Company's operating divisions, which for management or financial purposes are reported as individual business segments.

1.19

"Plan" - The Alpharma Inc. Change in Control Plan.

1.20

"Salary" - An Executive's annual base salary immediately preceding his Termination Date. In the United States, Salary shall include amounts contributed on behalf of the Executive to a cafeteria plan or a cash or deferred arrangement and not includable in compensation under Section 125 or 402(e)(3) of the Internal Revenue Code. Salary shall also include cash amounts paid to an Executive in lieu of fringe benefits. Salary shall exclude the following: commissions; incentive compensation; bonuses; overtime; extended workweek premiums; cost-of-living allowances; shift premiums; other premiums; deferred compensation; payments under consulting agreements; payments under advisory agreements; any other special payments, fees, or allowances.

1.21

"Specified Employee" - An Employee who, as of the Employee's Termination Date, is a key employee of the Company within the meaning of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12-month period ending on a Specified Employee Identification Date. If an Employee is a key employee as of a Specified Employee Identification Date, the Employee is treated as a key employee for purposes of the Plan for the entire 12-month period beginning on the Specified Employee Effective Date.

1.22

"Specified Employee Effective Date" - The first day of the fourth month following the Specified Employee Identification Date

1.23

"Specified Employee Identification Date" - December 31.

1.24

"Subsidiary" - Any corporation in which Alpharma owns either directly or indirectly, more than 50% of the voting stock.

1.25

"Termination Date" - The date an Executive's active employment with the Company terminates as a result of an Involuntary Termination of Employment or a Constructive Termination.

1.26

"Termination for Cause" - A Termination of Employment for reasons such as a conviction of a felony, habitual excessive use of drugs or alcohol, unsatisfactory attendance, substantial and willful neglect of job duties, failure or inability to adequately perform job duties, disclosure of confidential information regarding the Company or its operations, or the aiding or assisting of any person or entity which is competitive with the Company or its successors. The determination of whether an Executive is terminated for cause or not for cause shall be made by the Committee in its sole discretion and shall be final and conclusive.

1.27

"Termination of Employment" - A termination of employment with the Company for any reason other than by reason of retirement, death or disability provided that a transfer of employment to the Acquiring Company or any of its affiliates shall not be a Termination of Employment unless it constitutes a Constructive Termination.

1.28

"US Employee" - An Employee whose primary place of employment is in the United States.

1.29

"US Subsidiary" - Any Subsidiary incorporated in the United States.

1.30

"Waiver and Release" - A form of waiver and release provided by the Company which has the effect of releasing the Company, its affiliates, officers, directors on the Board and employees from any and all claims, demands, causes of action, damages, expenses and liabilities, whether known or unknown, which the Executive has or may later have against the Company which relate in any way to his employment by the Company, or his separation from employment with the Company, or any other matter at the time of Termination of Employment.