ALLERGAN, INC. PENSION PLAN

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EXHIBIT 10.8

ALLERGAN, INC.

PENSION PLAN

RESTATED
2005

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TABLE OF CONTENTS

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ARTICLE I
INTRODUCTION............................................................. 1
1.1 Plan Name.......................................................... 1
1.2 Plan Purpose....................................................... 1
1.3 Effective Date of 2005 Restated Plan............................... 1
1.4 Amendments to Plan................................................. 1
1.5 Plan Qualification................................................. 2

ARTICLE II
DEFINITIONS.............................................................. 3
2.1 Accrued Benefit.................................................... 3
2.2 Active Participant................................................. 3
2.3 Actuarial Equivalent............................................... 3
2.4 Affiliated Company................................................. 3
2.5 Age................................................................ 3
2.6 Annuity Starting Date.............................................. 3
2.7 Average Earnings................................................... 3
2.8 Beneficiary........................................................ 4
2.9 Benefit Year....................................................... 4
2.10 Board of Directors................................................. 4
2.11 Code............................................................... 4
2.12 Committee.......................................................... 4
2.13 Company............................................................ 4
2.14 Earnings........................................................... 4
2.15 Effective Date..................................................... 5
2.16 Eligibility Computation Period..................................... 5
2.17 Eligible Employee.................................................. 6
2.18 Eligible Retirement Plan........................................... 6
2.19 Eligible Rollover Distribution..................................... 7
2.20 Employee........................................................... 7
2.21 Employment Commencement Date....................................... 8
2.22 ERISA.............................................................. 8
2.23 Fund............................................................... 8
2.24 Highly Compensated Employee........................................ 8
2.25 Hour of Service.................................................... 9
2.26 Investment Manager................................................. 9
2.27 Leased Employee.................................................... 9
2.28 Normal Retirement Date............................................. 9
2.29 Participant........................................................ 9
2.30 Period of Severance................................................ 10
2.31 Plan............................................................... 10
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TABLE OF CONTENTS

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2.32 Plan Administrator................................................. 10
2.33 Plan Year.......................................................... 10
2.34 Primary Social Security Benefit.................................... 10
2.35 Qualified Joint and Survivor Annuity............................... 10
2.36 Reemployment Commencement Date..................................... 11
2.37 Severance.......................................................... 11
2.38 Severance Date..................................................... 11
2.39 Single Life Annuity................................................ 12
2.40 SKB Plan........................................................... 12
2.41 Special Retirement Eligibility Date................................ 12
2.42 Spin-Off Date...................................................... 12
2.43 Sponsor............................................................ 12
2.44 Trust.............................................................. 12
2.45 Trustee............................................................ 12
2.46 Vesting Year....................................................... 12

ARTICLE III
PARTICIPATION............................................................ 14
3.1 Participation for the 2003 Plan Year and thereafter................ 14
3.2 Participation for the 2002 Plan Year............................... 14
3.3 Participation prior to the 2002 Plan Year.......................... 14

ARTICLE IV
ACCRUAL OF BENEFITS...................................................... 15
4.1 Accrued Benefit Formula............................................ 15
4.2 Minimum Accrued Benefit............................................ 15
4.3 Accrued Benefit for Participants with Earningsin excess of
$150,000 prior to January 1, 1994............................... 15
4.4 Accrued Benefit for Participants Participating in the Voluntary
Early Retirement Incentive Program.............................. 16
4.5 Temporary Supplemental Monthly Benefit for Participants
Participating in the Voluntary Early Retirement Incentive
Program......................................................... 17

ARTICLE V
BENEFITS................................................................. 18
5.1 Normal Retirement.................................................. 18
5.2 Postponed Retirement............................................... 18
5.3 Early Retirement................................................... 18
5.4 Termination of Employment.......................................... 20
5.5 Consent to Pension Payments........................................ 21
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TABLE OF CONTENTS

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5.6 Maximum Pension.................................................... 21
5.7 Defined Benefit Fraction and Defined Contribution Fraction......... 24
5.8 Mandatory Commencement of Benefits................................. 25
5.9 Reemployment....................................................... 26
5.10 Other Disabled Participants........................................ 27
5.11 Nonforfeitable Interest............................................ 27
5.12 Compensation for Maximum Pension................................... 27

ARTICLE VI
FORM OF PENSIONS......................................................... 29
6.1 Unmarried Participants............................................. 29
6.2 Married Participants............................................... 29
6.3 Election of Optional Form of Benefit............................... 29
6.4 Optional Forms of Benefit.......................................... 30
6.5 Cash-Outs.......................................................... 31

ARTICLE VII
PRE-RETIREMENT DEATH BENEFITS............................................ 32
7.1 Eligibility........................................................ 32
7.2 Spousal Benefit.................................................... 32
7.3 Alternative Death Benefit.......................................... 33
7.4 Children's Survivor Benefit........................................ 33
7.5 Waiver of Spousal Benefit.......................................... 34

ARTICLE VIII
CONTRIBUTIONS............................................................ 35
8.1 Company Contributions.............................................. 35
8.2 Source of Benefits................................................. 35
8.3 Irrevocability..................................................... 35

ARTICLE IX
ADMINISTRATION........................................................... 36
9.1 Appointment of Committee........................................... 36
9.2 Appointment of Investment Subcommittee............................. 36
9.3 Transaction of Business............................................ 36
9.4 Voting............................................................. 37
9.5 Responsibility of Committees....................................... 37
9.6 Committee Powers................................................... 37
9.7 Additional Powers of Committee..................................... 38
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9.8 Investment Subcommittee Powers..................................... 39
9.9 Periodic Review of Funding Policy.................................. 40
9.10 Claims Procedures.................................................. 40
9.11 Appeals Procedures................................................. 41
9.12 Limitation on Liability............................................ 42
9.13 Indemnification and Insurance...................................... 42
9.14 Compensation of Committee and Plan Expenses........................ 42
9.15 Resignation........................................................ 42
9.16 Reliance Upon Documents and Opinions............................... 42
9.17 Appointment of Investment Manager.................................. 43

ARTICLE X
AMENDMENT AND ADOPTION OF PLAN........................................... 44
10.1 Right to Amend Plan................................................ 44
10.2 Adoption of Plan by Affiliated Companies........................... 44

ARTICLE XI
TERMINATION AND MERGER................................................... 45
11.1 Right to Terminate Plan............................................ 45
11.2 Merger Restriction................................................. 45
11.3 Effect on Trustee and Committee.................................... 45
11.4 Effect of Reorganization, Transfer of Assets or Change in Control.. 45
11.5 Termination Restrictions........................................... 47

ARTICLE XII
TOP-HEAVY RULES.......................................................... 49
12.1 Applicability...................................................... 49
12.2 Definitions........................................................ 49
12.3 Top-Heavy Status................................................... 50
12.4 Minimum Benefit.................................................... 51
12.5 Maximum Benefit.................................................... 52
12.6 Minimum Vesting Rules.............................................. 53
12.7 Noneligible Employees.............................................. 53

ARTICLE XIII
RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS........... 54
13.1 General Restrictions Against Alienation............................ 54
13.2 Qualified Domestic Relations Orders................................ 54
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ARTICLE XIV
MISCELLANEOUS............................................................ 57
14.1 No Right of Employment Hereunder................................... 57
14.2 Effect of Article Headings......................................... 57
14.3 Limitation on Company Liability.................................... 57
14.4 Interpretation..................................................... 57
14.5 Withholding For Taxes.............................................. 57
14.6 California Law Controlling......................................... 57
14.7 Plan and Trust as One Instrument................................... 57
14.8 Invalid Provisions................................................. 57
14.9 Counterparts....................................................... 57
14.10 Forfeitures........................................................ 58
14.11 Facility of Payment................................................ 58
14.12 Lapsed Benefits.................................................... 58
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APPENDIX A

APPENDIX B

APPENDIX C


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ALLERGAN, INC.
PENSION PLAN

ARTICLE I
INTRODUCTION

1.1 Plan Name. This document, made and entered into by Allergan, Inc., a
Delaware corporation ("Allergan") amends and restates in its entirety the
"Allergan, Inc. Pension Plan (Restated 2003)" and shall be known hereafter as
the "Allergan, Inc. Pension Plan (Restated 2005)."

1.2 Plan Purpose. The purpose of the Allergan, Inc. Pension Plan (Restated
2005), hereinafter referred to as the "Plan," is to provide additional
retirement income to Eligible Employees of Allergan, and any Affiliated
Companies that are authorized by the Board of Directors of Allergan to
participate in the Plan for their future economic security. The Plan is fully
funded through Company contributions and the assets of the Plan shall be
administered, distributed, forfeited and otherwise governed by the provisions of
the Plan, which is to be administered by the Committee for the exclusive benefit
of Participants in the Plan and their Beneficiaries.

1.3 Effective Date of 2005 Restated Plan. The Effective Date of this
amended and restated Plan shall be January 1, 2005 unless otherwise specified in
the Plan. The provisions of this Plan document apply generally to Employees who
have completed at least one (1) Hour of Service for Allergan or any Affiliated
Companies on or after January 1, 2005 and the rights and benefits, if any, of
Employees or Participants whose employment with Allergan or any Affiliated
Companies terminated prior to January 1, 2005 shall be determined in accordance
with the provisions of the Plan then in effect unless otherwise provided herein
and subject to any modification provided herein that may affect the payment of
benefits under the Plan.

1.4 Amendments to Plan. The Plan has been amended from time to time since
its Original Effective Date of July 26, 1989 to reflect changes in the Plan's
operations and applicable law including, but not limited to, the following:

(a) This Plan document amends the Plan to eliminate the mandatory
cash-out of Accrued Benefits that do not exceed $5,000 effective March 28,
2005. The Plan document also incorporates the amendments made under the
First and Second Amendments to the Plan (Restated 2003).

(b) During the 2002 Plan Year, under election procedures established
by Allergan, all Employees who are Eligible Employees (as defined in
Section 2.17(b)) on September 30, 2002 shall be provided with the
opportunity to make a one-time irrevocable election to either (i) continue
active participation in the Plan for Plan Years beginning on and after
January 1, 2003 until their participation is terminated under the terms of
the Plan or (ii) cease active participation in the Plan for Plan Years
beginning on and after January 1, 2003 and be eligible to receive an
allocation equal to 5% of compensation under the Allergan, Inc. Savings and
Investment Plan as provided under

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and subject to the terms of that plan. Eligible Employees who elect to
cease active participation in the Plan: (i) shall not be credited with
Benefit Years after December 31, 2002 but shall continue to be credited
with Vesting Years as provided under the terms of the Plan and (ii) shall
be entitled to a monthly pension upon completing five (5) Vesting Years or
upon reaching the Special Retirement Eligibility Date and completing one
(1) Vesting Year, the amount of which shall be equal to his or her Accrued
Benefit determined as of December 31, 2002, at such times and in such forms
as permitted under the Plan.

(c) In connection with the distribution of the stock of Advanced
Medical Optics, Inc. ("AMO") by Allergan to its stockholders on June 29,
2002, (i) AMO Employees (as defined in Section 2.20) shall cease to be
eligible to participate in the Plan and shall cease to be credited with
Benefit Years and Vesting Years under the Plan, (ii) AMO Employees shall
have a nonforfeitable interest in their Accrued Benefits notwithstanding
Section 5.11, and (iii) the assets attributable to, and the liabilities
relating to, arising out of, or resulting from the Accrued Benefits of AMO
Employees shall remain with the Pension Plan and shall be payable from the
Plan to AMO Employees at such times and in such forms as permitted under
the Plan.

(d) In connection with the closure of the Allergan, Inc. Medical
Plastics facility in Santa Ana, California ("Medical Plastics"), (i)
Participants whose employment is terminated as a result of the closure of
Medical Plastics, as determined by the payroll records of the Sponsor or
any Affiliated Company shall have a nonforfeitable interest in their
Accrued Benefits notwithstanding Section 5.11 effective as of their
termination dates, and (ii) the Accrued Benefits of such Participants shall
be payable from the Plan to such Participants at such times and in such
forms as permitted under the Plan.

1.5 Plan Qualification. The Plan is an employee benefit plan that is
intended to qualify under Code Section 401(a) as a qualified pension plan so as
to assure that the trust created under the Plan is tax exempt pursuant to Code
Section 501(a). The Plan's last determination letter was issued by the Internal
Revenue Service on March 7, 2003 with respect to the Allergan, Inc. Pension Plan
(Restated 2003) and its compliance with the changes to the qualification
requirements made by the Uruguay Round Agreements Act (GATT), the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue
Service Restructuring and Reform Act of 1998, and the Community Renewal Tax
Relief Act of 2000. It is intended that the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA") provisions of the Plan are to be regarded
as good faith compliance with the requirements of EGTRRA and are to be construed
in accordance with EGTRRA and guidance issued thereunder.


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ARTICLE II
DEFINITIONS

2.1 Accrued Benefit. "Accrued Benefit" shall mean, for each Participant,
the amount of pension accrued by him or her under Article IV as of the date of
reference. An Accrued Benefit shall only be payable in accordance with Articles
V and VII.

2.2 Active Participant. "Active Participant" shall mean a Participant who
is an Eligible Employee.

2.3 Actuarial Equivalent. "Actuarial Equivalent" shall mean a benefit of
equal actuarial value under the assumptions set forth in Appendix A.

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

2.5 Age. "Age" shall mean a Participant's age at his or her most recent
birthday.

2.6 Annuity Starting Date. "Annuity Starting Date" shall mean the first day
of the first period for which a Participant's pension is paid as an annuity or
as any other optional form of benefit.

2.7 Average Earnings. "Average Earnings" shall mean, for each Participant,
12 times the monthly average of his or her Earnings for the 60 consecutive
months that yield the highest average. For purposes of this Section, (i)
nonconsecutive months interrupted only by months in which a Participant has no
Earnings shall be treated as consecutive and (ii) unless the Sponsor expressly
determines otherwise, and except as is expressly provided otherwise in the Plan
or in resolutions of the Board of Directors, amounts paid to a Participant by a
domestic Affiliated Company prior to the effective date on which it became an
Affiliated Company (that would have been Earnings if paid by the Company) before
he or she became a Participant shall be treated as Earnings but only to the
extent such Earnings when added to the Earnings actually paid by the Company do
not result in more than 60 consecutive months of Earnings. If a Participant does
not have Earnings for 60 consecutive months, his or her Average Earnings shall
be 12 times the monthly average of his or her Earnings. For periods beginning on
or after April 1, 2000, a partial month of employment shall be taken into
account only if doing so yields a higher monthly average.


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2.8 Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person or
persons last designated by the Participant to receive the interest of a deceased
Participant.

2.9 Benefit Year. "Benefit Year" shall mean a credit used to measure a
Participant's service in calculating his or her Accrued Benefit. Each
Participant shall be credited with a number of Benefit Years equal to 1/365th of
(i) the aggregate number of days between his or her Employment Commencement Date
(or Reemployment Commencement Date) of the Employee and the Severance Date which
immediately follows that Employment Commencement Date (or Reemployment
Commencement Date) and (ii) the aggregate number of days during a Period of
Severance of less than 30 days, but in each case, disregarding any day such
Participant is not an Active Participant and, for periods beginning on or after
January 1, 2003, any day such Participant is on an "Extended Leave of Absence"
as such term is defined in the Allergan, Inc. Welfare Benefits Plan.

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

2.11 Code. "Code" shall mean the Internal Revenue Code of 1986 and the
regulations thereunder. Reference to a specific Code Section shall be deemed
also to refer to any applicable regulations under that Section, and shall also
include any comparable provisions of future legislation that amend, supplement
or supersede that specific Section.

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

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

2.14 Earnings. "Earnings" shall mean the following:

(a) Earnings shall include amounts paid during a Plan Year to an
Employee by the Company for services rendered, including base earnings,
commissions and similar incentive compensation, cost of living allowances
earned within the United States of America, holiday pay, overtime earnings,
pay received for election board duty, pay received for jury and witness
duty, pay received for military service (annual training), pay received for
being available for work, if required (call-in premium), shift differential
and premium, sickness/accident related pay, vacation pay, vacation shift
premium, and bonus amounts paid under the (i) Sales Bonus Program, (ii)
Management Bonus Plan or Executive Bonus Plan, either in cash or in
restricted stock, and (iii) group performance sharing payments, such as the
"Partners for Success."

(b) Earnings shall include amounts of salary reduction elected by the
Employee under a Code Section 401(k) cash or deferred arrangement or a Code
Section 125 cafeteria plan, amounts deferred under the Executive Deferred
Compensation Plan, and amounts paid to an Employee pursuant to a "split pay
arrangement" between the Company and an Affiliated Company.


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(c) Earnings shall not include business expense reimbursements;
Company gifts or the value of Company gifts; Company stock related options
and payments; employee referral awards; flexible compensation credits paid
in cash; special overseas payments, allowances and adjustments including,
but not limited to, pay for cost of living adjustments and differentials
paid for service outside of the United States, expatriate reimbursement
payments, and tax equalization payments; forms of imputed income; long-term
disability pay; payment for loss of Company car; Company car allowance;
payments for patents or for writing articles; relocation and moving
expenses; retention and employment incentive payments; severance pay;
long-term incentive awards, bonuses or payments; "Impact Award" payments;
"Employee of the Year" payments; "Awards for Excellence" payments; special
group incentive payments and individual recognition payments which are
nonrecurring in nature; tuition reimbursement; and contributions by the
Company under the Plan or distributions hereunder, any contributions or
distributions pursuant to any other plan sponsored by the Company and
qualified under Code Section 401(a) (other than contributions constituting
salary reduction amounts elected by the Employee under a Code Section
401(k) cash or deferred arrangement), any payments under a health or
welfare plan sponsored by the Company, or premiums paid by the Company
under any insurance plan for the benefit of Employees.

(d) For purposes of this Section and notwithstanding paragraph (a)
above, (i) for periods on or after January 1, 2005, Earnings shall not
include lump sum amounts paid to Employees under the Company's vacation
buy-back policy, (ii) for periods beginning on or after January 1, 2003, if
a Participant is not an Active Participant at any time during the month, he
or she shall be deemed to have no Earnings for that month, (iii) for the
period beginning on April 1, 2001 and ending on December 31, 2002, if a
Participant is an Employee at any time during a month, Earnings for that
month shall be the Earnings actually paid to the Participant during such
month, and (iv) for periods prior to April 1, 2001, if a Participant is not
an Employee for the entire month, he or she shall be deemed to have no
Earnings for that month.

(e) Earnings shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Code Section 401(a)(17)(B), for purposes of
determining all benefits provided under the Plan. Any cost-of-living
adjustments in effect for a calendar year shall apply to the Plan Year
beginning with or within such calendar year. For purposes of determining
benefits provided under the Plan in a Plan Year beginning on or after
January 1, 2002, Earnings for any prior Plan Year shall not exceed
$200,000.

2.15 Effective Date. "Effective Date" of this restated Plan shall mean
January 1, 2005 except as provided herein or as otherwise required for the Plan
to continue to maintain its qualified status under Code Section 401(a). The
"Original Effective Date" of the Plan shall mean July 26, 1989.

2.16 Eligibility Computation Period. "Eligibility Computation Period" shall
mean a 365 day period used for determining whether an Employee is eligible to
participate in the Plan.


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Each Employee shall be credited with (i) the aggregate number of days between
each Employment Commencement Date (or Reemployment Commencement Date) of the
Employee and the Severance Date which immediately follows that Employment
Commencement Date (or Reemployment Commencement Date) and (ii) the aggregate
number of days during a Period of Severance of less than twelve months.

2.17 Eligible Employee. "Eligible Employee" shall mean:

(a) For Plan Years beginning on or after January 1, 2003 and subject
to paragraph (d) below, an Eligible Employee is any "Election Eligible
Employee" who makes a one-time irrevocable election under procedures
established by the Sponsor to continue as an Active Participant for Plan
Years beginning on or after January 1, 2003 and who did not incur a
Severance on or after October 1, 2002. An "Election Eligible Employee" is
any Employee who is an Eligible Employee (as defined in paragraph (b)
below) on September 30, 2002. The classification of an Employee as an
Eligible Employee for Plan Years beginning on or after January 1, 2003
shall be determined solely from the records obtained during the election
period established by the Sponsor.

(b) For the 2002 Plan Year only and subject to paragraph (d) below, an
Eligible Employee is any Employee who is employed by the Company but not by
a joint venture in which the Company is a joint venturer and whose
Employment Commencement Date or most recent Reemployment Commencement Date
is prior to October 1, 2002; provided, however, if a former Employee is
rehired on or after October 1, 2002 but prior to January 1, 2003 and would
be an Eligible Employee but for his or her Reemployment Commencement Date,
he or she shall be an Eligible Employee commencing on his or her
Reemployment Commencement Date but shall cease to be an Eligible Employee
as of January 1, 2003. Notwithstanding the foregoing, a Leased Employee or
an Employee of the Company who, as of October 1, 2002, is neither a United
States citizen nor a United States resident shall not be an Eligible
Employee.

(c) For Plan Years beginning prior to January 1, 2002 and subject to
paragraph (d) below, an Eligible Employee is any Employee who is employed
by the Company but not by a joint venture in which the Company is a joint
venturer; provided, however, a Leased Employee or an Employee of the
Company who is neither a United States citizen nor a United States resident
shall not be an Eligible Employee.

(d) Notwithstanding paragraphs (a), (b), and (c) above, (i) an
Employee with respect to whom retirement benefits have been the subject of
good faith collective bargaining shall be an Eligible Employee to the
extent a collective bargaining agreement relating to him or her so provides
and (ii) a temporary employee classified as such by the Sponsor or an
Affiliated Company shall not be an Eligible Employee for Plan Years
beginning prior to January 1, 1996.

2.18 Eligible Retirement Plan. "Eligible Retirement Plan" shall mean (i) an
individual retirement account or annuity described in Code Section 408(a) or
408(b), (ii) a qualified retirement plan described in Code Section 401(a) or
403(a) that accepts Eligible Rollover


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Distributions, (iii) an annuity contract described in Code Section 403(b) that
accepts Eligible Rollover Distributions, and (iv) an eligible plan described in
Code Section 457(b) which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such
plan from this Plan. The definition of Eligible Retirement Plan shall also apply
in the case of an Eligible Rollover Distribution to a surviving spouse, or to a
spouse or former spouse who is an Alternate Payee under a Qualified Domestic
Relations Order (as defined in Article XIII).

2.19 Eligible Rollover Distribution. "Eligible Rollover Distribution" shall
mean any distribution of all or any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover Distribution shall not include:

(a) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee's designated
beneficiary, or for a specified period of ten years or more;

(b) any distribution to the extent such distribution is required under
Code Section 401(a)(9);

(c) the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and

(d) any other distribution that is reasonably expected to total less
than $200 during the year.

For purposes of this Section, 'Distributee' shall mean any Employee or
former Employee receiving a distribution from the Plan. A Distributee also
includes the Employee or former Employee's surviving spouse and the Employee or
former Employee's spouse or former spouse who is an Alternate Payee under a
Qualified Domestic Relations Order (as defined in Article XIII) with regard to
the interest of the spouse or former spouse.

2.20 Employee. "Employee" shall mean, for purposes of the Plan, any
individual who is employed by the Sponsor or an Affiliated Company, any portion
of whose income is subject to withholding of income tax and/or for whom Social
Security contributions are made by the Sponsor or an Affiliated Company;
provided, however, that such term shall not include:

(a) Any individual who performs services for the Sponsor or an
Affiliated Company and who is classified or paid as an independent
contractor as determined by the payroll records of the Sponsor or an
Affiliated Company even if a court or administrative agency determines that
such individual is a common-law employee and not an independent contractor;


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(b) Any individual who performs services for the Sponsor or an
Affiliated Company pursuant to an agreement between the Sponsor or an
Affiliated Company and any other person including a leasing organization
except to the extent such individual is a Leased Employee; and

(c) Any individual whose employment is transferred from the Sponsor or
an Affiliated Company to Advanced Medical Optics, Inc. ("AMO") in
connection with the distribution of the stock of AMO by the Sponsor to its
stockholders, effective as of the day following such transfer, hereinafter
referred to as an "AMO Employee." An individual is an AMO Employee if
classified or identified as such in the payroll records of the Sponsor or
an Affiliated Company or in the Employee Matters Agreement entered into
between the Sponsor and AMO.

2.21 Employment Commencement Date. "Employment Commencement Date" shall
mean the date on which an Employee is first credited with an Hour of Service for
the Sponsor or an Affiliated Company. An Employee shall not, for the purpose of
determining his or her Employment Commencement Date, be deemed to have commenced
employment with an Affiliated Company prior to the effective date on which the
entity became an Affiliated Company unless the Sponsor expressly determines
otherwise, and except as is expressly provided otherwise in the Plan, in
Appendix C to the Plan, or in resolutions of the Board of Directors.

2.22 ERISA. "ERISA" shall mean the Employee Retirement Income Security Act
of 1974 and the regulations thereunder. Reference to a specific ERISA Section
shall be deemed also to refer to any applicable regulations under that Section,
and shall also include any comparable provisions of future legislation that
amend, supplement or supersede that specific Section.

2.23 Fund. "Fund" shall mean the assets accumulated for purposes of the
Plan.

2.24 Highly Compensated Employee. "Highly Compensated Employee" shall mean:

(a) An Employee who performed services for the Company during the Plan
Year or preceding Plan Year and is a member of one or more of the following
groups:

(i) Employees who at any time during the Plan Year or preceding
Plan Year are or were Five Percent Owners (as defined in Section
12.2).

(ii) Employees who received Compensation during the preceding
Plan Year from the Company in excess of $80,000 (as adjusted in such
manner as permitted under Code Section 414(q)(1)).

(b) The term "Highly Compensated Employee" includes a Former Highly
Compensated Employee. A Former Highly Compensated Employee is any Employee
who was (i) a Highly Compensated Employee when he or she terminated
employment with the Company or (ii) a Highly Compensated Employee at any
time after attaining age


8

<PAGE>

55. Notwithstanding the foregoing, an Employee who separated from service
prior to 1987 shall be treated as a Former Highly Compensated Former
Employee only if during the separation year (or year preceding the
separation year) or any year after the Employee attains age 55 (or the last
year ending before the Employee's 55th birthday), the Employee either
received Compensation in excess of $50,000 or was a Five Percent Owner (as
defined in Section 12.2).

(c) For the purpose of this Section, the term "Compensation" means
compensation as defined in Code Section 415(c)(3), as set forth in Section
5.12.

(d) For the purpose of this Section, the term "Company" shall mean the
Sponsor and any Affiliated Company.

The determination of who is a Highly Compensated Employee, including the
determination of the Compensation that is considered, shall be made in
accordance with Code Section 414(q) and applicable regulations to the extent
permitted thereunder.

2.25 Hour of Service. "Hour of Service" shall mean an hour for which an
Employee is paid or entitled to payment for the performance of duties for the
Sponsor and any Affiliated Company.

2.26 Investment Manager. "Investment Manager" shall mean the one or more
Investment Managers, if any, that are appointed pursuant to the provisions of
Section 9.15 and who constitute investment managers under Section 3(38) of
ERISA.

2.27 Leased Employee. "Leased Employee" shall mean any person (other than
an Employee of the recipient) who pursuant to an agreement between the recipient
and any other person ("leasing organization") has performed services for the
recipient (or for the recipient and related persons determined in accordance
with Code Section 414(n)(6)) on a substantially full time basis for a period of
at least one (1) year, and such services are performed under the primary
direction or control by recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient if Leased Employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce and such Leased Employee is covered
by a money purchase pension plan providing (i) a nonintegrated employer
contribution rate of at least ten (10) percent of compensation as defined under
Code Section 415(c)(3); (ii) immediate participation; and (iii) full and
immediate vesting.

2.28 Normal Retirement Date. "Normal Retirement Date" shall mean the date a
Participant attains age 65.

2.29 Participant. "Participant" shall mean: (i) an Active Participant, or
(ii) a former Active Participant who is eligible for an immediate or deferred
benefit under Article V.


9

<PAGE>

2.30 Period of Severance. "Period of Severance" shall mean the period of
time commencing on an Employee's Severance Date and ending on the Employee's
subsequent Reemployment Commencement Date, if any.

2.31 Plan. "Plan" shall mean the Allergan, Inc. Pension Plan described
herein and as amended from time to time.

2.32 Plan Administrator. "Plan Administrator" shall mean the administrator
of the Plan within the meaning of Section 3(16)(A) of ERISA. The Plan
Administrator shall be the Allergan Corporate Benefits Committee whose members
are appointed by the Board of Directors pursuant to the provisions of Section
9.1 to administer the Plan.

2.33 Plan Year. "Plan Year" shall mean the calendar year. The Plan Year
shall be the limitation year for purposes of computing limitations on
contributions, benefits and allocations.

2.34 Primary Social Security Benefit. "Primary Social Security Benefit"
shall mean for purposes of determining a Participant's Accrued Benefit:

(a) for an Employee whose Severance occurs on or after the date he or
she attains Age 62, the immediate benefit that is or would have been
payable to him or her at Age 65 or his or her actual retirement, if
earlier, under the Social Security Act (or foreign equivalent) as then in
effect; or

(b) for an Employee whose Severance occurs prior to Age 62, the
benefit that would be payable to him or her at Age 62 under the Social
Security Act (or foreign equivalent) as in effect when he or she incurs a
Severance, without adjustments for cost of living, projected on the
assumption that for each month before Age 60, he or she continues to
receive wages for Social Security purposes equal to one-twelfth of his or
her Earnings for the calendar year preceding the year in which his or her
Severance occurs, and that he or she shall receive no further wages for
Social Security purposes after the later of Age 60 or his or her actual
Severance.

2.35 Qualified Joint and Survivor Annuity. "Qualified Joint and Survivor
Annuity" shall mean the form of pension benefit described in this Section. Under
a Qualified Joint and Survivor Annuity, monthly payments to the Participant
shall begin on the date provided in Article V and continue until the last day of
the month in which the Participant's death occurs. On the first day of the
following month, monthly payments in an amount equal to 50% of the monthly
payment to the Participant which is attributable to his or her Accrued Benefit
shall begin to his or her surviving spouse but only if the spouse was married to
the Participant on the date as of which payments to the Participant began.
Payments to a surviving spouse under a Qualified Joint and Survivor Annuity
shall end on the last day of the month in which the spouse's death occurs. The
anticipated payments under a Qualified Joint and Survivor Annuity shall be the
actuarial equivalent of a pension in the form of a Single Life Annuity in the
amount set forth in Article V.


10

<PAGE>

2.36 Reemployment Commencement Date. "Reemployment Commencement Date" shall
mean, in the case of an Employee who incurs a Severance and who is subsequently
reemployed by the Sponsor or an Affiliated Company, the first day following the
Severance on which the Employee is credited with an Hour of Service for the
Sponsor or an Affiliated Company with respect to which he or she is compensated
or entitled to compensation by the Sponsor or an Affiliated Company. An Employee
shall not, for the purpose of determining his or her Reemployment Commencement
Date, be deemed to have commenced employment with an Affiliated Company prior to
the effective date on which the entity became an Affiliated Company unless the
Sponsor shall expressly determine otherwise, and except as is expressly provided
otherwise in the Plan or in resolutions of the Board of Directors.

2.37 Severance. "Severance" shall mean the termination of an Employee's
employment with the Sponsor or an Affiliated Company by reason of such
Employee's death, retirement, resignation or discharge, or otherwise. For
purposes of determining a Participant's Vesting Years and Benefit Years, such
Participant shall not incur a Severance by reason of the following:

(a) absence due to service in the Armed Forces of the United States,
if the Employee makes application to the Company for resumption of work
with the Company, following discharge, within the time specified by then
applicable law or absence due to qualified military service if so required
by Code Section 414(u);

(b) absence resulting from temporary disability on account of illness
or accident;

(c) absence while covered by a long term disability plan maintained by
the Company that is prior to the earlier of (i) a Participant's Normal
Retirement Date (or, if later, such date the Participant is no longer
classified as an Eligible Employee as determined by the payroll records of
the Sponsor or Affiliated Company or (ii) the date his or her pension under
the Plan commences, provided that the Participant has at least five (5)
Vesting Years as of the first date of such absence; or

(d) such other types of absence as the Company may determine by
uniform policy.

2.38 Severance Date. "Severance Date" shall mean, in the case of any
Employee who incurs a Severance, the day on which such Employee is deemed to
have incurred such Severance as determined in accordance with the provisions of
Section 2.37. In the case of any Employee who incurs a Severance as provided
under Section 2.37 and who is entitled to a subsequent payment of compensation
for reasons other than future services (e.g., as back pay for past services
rendered or as payments in the nature of severance pay), the Severance Date of
such Employee shall be as of the effective date of the Severance event (e.g.,
the date of his or her death, effective date of a resignation or discharge,
etc.), and the subsequent payment of the aforementioned type of post-Severance
compensation shall not operate to postpone the timing of the Severance Date for
purposes of the Plan except as provided in Section 2.37.


11

<PAGE>

2.39 Single Life Annuity. "Single Life Annuity" shall mean the form of
pension benefit described in this Section. Under a Single Life Annuity, monthly
payments to the Participant shall begin on the date provided in Article V and
continue until the last day of the month in which the Participant's death
occurs.

2.40 SKB Plan. "SKB Plan" shall mean the Retirement Plan for Employees of
SmithKline Beckman Corporation.

2.41 Special Retirement Eligibility Date. "Special Retirement Eligibility
Date" shall mean the date a Participant attains age 62.

2.42 Spin-Off Date. "Spin-Off Date" shall mean on or about July 26, 1989,
SmithKline Beckman Corporation distributed the stock of the Sponsor to its
shareholders, rendering Eligible Employees of the Company ineligible to
participate in the SKB Plan. The liability for the accrued benefits of Eligible
Employees under the SKB Plan and assets sufficient to satisfy applicable legal
requirements were transferred to the Plan in November of 1989. The benefits
which were previously provided by the SKB Plan for former employees of Company
who terminated prior to the Spin-Off Date shall be paid under the Plan.

2.43 Sponsor. "Sponsor" shall mean Allergan, Inc., a Delaware corporation,
and any successor corporation or entity.

2.44 Trust. "Trust" or" Trust Fund" shall mean the one or more trusts
created for funding purposes under the Plan.

2.45 Trustee. "Trustee" shall mean the individual or entity acting as a
trustee of the Trust Fund.

2.46 Vesting Year. "Vesting Year" shall mean a credit awarded as follows:

(a) In the case of any Employee who was employed by the Sponsor or an
Affiliated Company at any time prior to the Original Effective Date, for
the period prior to the Original Effective Date, such Employee shall be
credited with that number of Vesting Years under this Plan equal to the
number of Vesting Years (as that term is defined in the SKB Plan) credited
to such Employee under the SKB Plan as of the Original Effective Date.

(b) In the case of any Employee who is employed by the Sponsor or an
Affiliated Company on or after the Original Effective Date, an Employee
shall be credited with a number of Vesting Years equal to 1/365th of (i)
the aggregate number of days between each Employment Commencement Date (or
Reemployment Commencement Date) of the Employee and the Severance Date
which immediately follows that Employment Commencement Date (or
Reemployment Commencement Date) and (ii) the aggregate number of days for
any Period of Severance of less than twelve months. Solely for the purpose
of determining an Employee's Vesting Years under this paragraph (b), in the
case of an Employee who is employed by the Sponsor or


12

<PAGE>

an Affiliated Company on the Original Effective Date, that date shall be
deemed to be an Employment Commencement Date of the Employee (with Vesting
Years for the period prior to the Original Effective Date determined under
paragraph (a) above).

(c) In the case of any Employee who is employed under Departments 120
through 130 at the Allergan Medical Optics - Lenoir facility, such Employee
shall be credited with a number of Vesting Years equal to 1/365th of (i)
the aggregate number of days between each Employment Commencement Date (or
Reemployment Commencement Date) of the Employee and the Severance Date
which immediately follows that Employment Commencement Date (or
Reemployment Commencement Date) and (ii) the aggregate number of days for
any Period of Severance of less than twelve months. Solely for the purpose
of determining an Employee's Vesting Years under this paragraph (c), an
Employee's Employment Commencement Date or Reemployment Commencement Date
shall include dates prior to Allergan Medical Optics - Lenoir facility
becoming an Affiliated Company.


13

<PAGE>

ARTICLE III
PARTICIPATION

3.1 Participation for the 2003 Plan Year and thereafter. For Plan Years
beginning on or after January 1, 2003, participation in the Plan shall be
determined as follows:

(a) Each Employee or former Employee who is a Participant in the Plan
as of December 31, 2002 shall continue as a Participant and each
Participant who is an Active Participant in the Plan as of December 31,
2002 shall continue as an Active Participant so long as he or she is an
Eligible Employee (as defined in Section 2.17(a)). Any other Employee shall
not be eligible to become a Participant in the Plan and any Participant who
is not an Active Participant on January 1, 2003 shall not be eligible to
become an Active Participant in the Plan.

(b) If an Active Participant incurs a Severance after January 1, 2003
and is subsequently reemployed, he or she shall not be reinstated as an
Active Participant but shall continue to be credited with Vesting Service
in accordance with Section 2.46 and shall be entitled to a monthly pension
upon completing five (5) Vesting Years or reaching the Special Retirement
Eligibility Date and completing one (1) Vesting Year, the amount of which
shall be equal to his or her Accrued Benefit determined as of his or her
first Severance Date following January 1, 2003, at such times and in such
forms as permitted under Article V.

3.2 Participation for the 2002 Plan Year. For the 2002 Plan Year, each
Employee or former Employee who is a Participant in the Plan as of December 31,
2001 shall continue as a Participant and each Participant who is an Active
Participant in the Plan as of December 31, 2001 shall continue as an Active
Participant so long as he or she is an Eligible Employee (as defined in Section
2.17(b)). Any other Eligible Employee (as defined in Section 2.17(b)) shall
become a Participant in the Plan on the later of: (i) the date the Eligible
Employee completes his or her Eligibility Computation Period, or December 31,
2002, if earlier, or (ii) the date the Employee becomes an Eligible Employee,
and shall continue as an Active Participant so long as he or she is an Eligible
Employee.

3.3 Participation prior to the 2002 Plan Year. For Plan Years prior to
January 1, 2002, each Eligible Employee (as defined in Section 2.17(c)) became a
Participant in the Plan on the later of: (i) the date the Employee completed his
or her Eligibility Computation Period or (ii) the date the Employee became an
Eligible Employee, and continued as an Active Participant so long as he or she
was an Eligible Employee.


14

<PAGE>

ARTICLE IV
ACCRUAL OF BENEFITS

4.1 Accrued Benefit Formula. Each Participant shall have an Accrued Benefit
equal to one-twelfth (1/12) of the sum of:

(a) 1.23% of his or her Average Earnings not in excess of Covered
Compensation multiplied by the number of his or her Benefit Years to a
maximum of 35 Benefit Years; plus

(b) 1.73% of his or her Average Earnings in excess of Covered
Compensation multiplied by the number of his or her Benefit Years to a
maximum of 35 Benefit Years; plus

(c) .50% of his or her Average Earnings multiplied by the number of
his or her Benefit Years in excess of 35 Benefit Years.

For purposes of this Section, "Covered Compensation" is the average
(without indexing) of the social security wage bases in effect for each calendar
year during the 35-year period ending with the calendar year in which the
Participant attains (or will attain) the social security retirement age as
defined in Code Section 415(b)(8). In determining a Participant's Covered
Compensation for a Plan Year, it is assumed that the social security wage base
in effect at the beginning of the Plan Year will remain the same for all future
calendar years."

4.2 Minimum Accrued Benefit. Notwithstanding any other provision of the
Plan, under no circumstances shall any Participant's Accrued Benefit under the
Plan be less than the amount of his or her accrued benefit under the SKB Plan as
of the Spin-Off Date under the terms of the SKB Plan in effect as of that date,
including any amendments made to the SKB Plan which are effective on the
Spin-Off Date, notwithstanding the fact that they may have been adopted after
such date.

4.3 Accrued Benefit for Participants with Earnings in excess of $150,000
prior to January 1, 1994. The Accrued Benefit of a "Section 401(a)(17) Employee"
shall be the greater of:

(a) The Section 401(a)(17) Employee's Accrued Benefit determined under
the benefit formula in effect on or after January 1, 1994 taking into
account all Benefit Years of the Section 401(a)(17) Employee; or

(b) the sum of:

(i) the Section 401(a)(17) Employee's Accrued Benefit determined
as of December 31, 1993 frozen in accordance with Section
1.401(a)(4)-13 of the Treasury Regulations; and


15

<PAGE>

(ii) the Section 401(a)(17) Employee's Accrued Benefit determined
under the benefit formula applicable for Plan Years beginning on or
after January 1, 1994 taking into account only those Benefit Years of
the Section 401(a)(17) Employee credited on or after January 1, 1994;
or

(c) the sum of:

(i) the Employee's Accrued Benefit determined as of December 31,
1988 under the SKB Plan and frozen in accordance with Section
1.401(a)(4)-13 of the Treasury Regulations; and

(ii) the Section 401(a)(17) Employee's Accrued Benefit determined
under the benefit formula applicable for Plan Years beginning on or
after January 1, 1989 taking into account only those Benefit Years of
the Section 401(a)(17) Employee credited on or after January 1, 1989
and before January 1, 1994; and

(iii) the Section 401(a)(17) Employee's Accrued Benefit
determined under the benefit formula applicable for Plan Years
beginning on or after January 1, 1994 taking into account only those
Benefit Years of the Section 401(a)(17) Employee credited on or after
January 1, 1994.

For purposes of this Section, a "Section 401(a)(17) Employee" means a
Participant whose current Accrued Benefit as of January 1, 1994 is based on
Earnings in excess of $150,000.

4.4 Accrued Benefit for Participants Participating in the Voluntary Early
Retirement Incentive Program ("VERI"). The Accrued Benefit of a "VERI Employee"
shall be determined as follows:

(a) For the purpose of calculating the Accrued Benefit of a VERI
Employee under Section 4.1, a VERI Employee shall be credited with five (5)
Benefit Years in addition to the number of Benefit Years credited under
Section 2.9.

(b) The early retirement reduction factors of Sections 5.3(a) and
5.3(b) shall not apply to reduce the monthly pension derived from the
Accrued Benefit of a VERI Employee.

For purposes of this Section 4.4 and Section 4.5 below, a "VERI Employee"
means a Participant who has elected by August 31, 1998 (or such later date as
approved by the Sponsor but in no event later than September 30, 1998) to
participate in the Voluntary Early Retirement Incentive program offered by the
Sponsor.


16

<PAGE>

4.5 Temporary Supplemental Monthly Benefit for Participants Participating
in the Voluntary Early Retirement Incentive Program. In addition to his or her
Accrued Benefit, a VERI Employee shall receive a temporary supplemental monthly
pension determined as follows:

(a) A VERI Employee who is unmarried when his or her monthly pension
payments begin shall receive a temporary supplemental monthly pension
following the month in which his or her retirement occurs and continuing
until the earlier of (i) the month in which the VERI Employee attains age
62 or (ii) the month in which the VERI Employee dies. The amount of the
temporary supplemental monthly pension shall be determined in accordance
with the following Table:

<TABLE>
<CAPTION>
Age at Amount of
December 31, 1998 Supplemental Monthly Pension
----------------- ----------------------------
<S> <C>
60-61 $500.00
55-59 $400.00
50-54 $300.00
</TABLE>

(b) A VERI Employee who is married when his or her monthly pension
payments begin shall receive a temporary supplemental monthly pension
following the month in which his or her retirement occurs and continuing
until the earlier of (i) the month in which the VERI Employee attain age 62
or (ii) the month in which the VERI Employee dies unless the VERI Employee
elects to receive his or her monthly pension in the form of (i) a
contingent beneficiary option, (ii) a guaranteed payment option, or (iii) a
level income option as described in Section 6.4. In such case, if the
married VERI Employee dies before reaching age 62, his or her temporary
supplemental monthly pension shall be paid to his or her spouse, if living,
and shall continue until the month in which the VERI Employee would have
attained age 62. The amount of the temporary supplemental monthly pension
shall be determined in accordance with the Table set forth in subsection
(a) above.


17
<PAGE>

ARTICLE V
BENEFITS

5.1 Normal Retirement. If a Participant incurs a Severance on account of
retirement on or between the Special Retirement Eligibility Date and the Normal
Retirement Date, he or she shall be entitled to a monthly pension that begins as
of the first day of the month coincident with or next following his or her
Severance Date which is equal to his or her Accrued Benefit.

5.2 Postponed Retirement. If a Participant incurs a Severance on account of
retirement after attaining the Normal Retirement Date, he or she shall be
entitled to a monthly pension that begins as of the first day of the month
coincident with or next following his or her Severance Date which is equal to
his or her Accrued Benefit determined as of the Normal Retirement Date increased
by the greater of (i) any additional benefit accruals provided under Article IV
after the Normal Retirement Date, or (ii) an actuarial adjustment to take into
account a delay in the payment of the Participant's Accrued Benefit using the
actuarial assumptions set forth in Appendix A for determining actuarial
equivalence. The foregoing provisions of this Section 5.2 shall be interpreted
and applied in accordance with the provisions of Proposed Treasury Regulation
Section 1.411(b)-2(b)(4)(iii) or the corresponding provision of any subsequently
adopted final regulations.

5.3 Early Retirement. A Participant shall be eligible for Early Retirement
as set forth below:

(a) If a Participant who has at least five (5) Vesting Years and whose
age is at least 55 incurs a Severance on account of retirement, he or she
shall be eligible for Early Retirement as set forth in this paragraph (a):

(i) Such Participant shall be entitled to a monthly pension that
begins as of the first day of the month coincident with or next
following his or her Severance Date or, at his or her election, a
monthly pension that begins as of the first day of any subsequent
month not later than the Normal Retirement Date.

(ii) Such Participant's monthly pension shall be equal to his or
her Accrued Benefit but reduced in accordance with the following
Table, with the percentage for a fractional part of a year of age
being prorated on the basis of a number of full months.

<TABLE>
<CAPTION>
% of Normal % of Normal
Pension Pension
Age When Computed Age When Computed
Payments Under Payments Under
Begin Article IV Begin Article IV
-------- ----------- -------- -----------
<S> <C> <C> <C>
61 94 57 70
60 88 56 64
59 82 55 58
58 76
</TABLE>


18

<PAGE>

(iii) A Participant who is an AMO Employee (as defined in Section
2.20) shall be treated as having not less than five (5) Vesting Years
as of the day following his or her transfer to Advanced Medical
Optics, Inc. for purposes of this paragraph (a).

(b) If a Participant who was a Participant on June 26, 1990, and who
has at least five (5) Vesting Years, and whose age plus Benefit Years sum
to at least 55 incurs a Severance on account of retirement, he or she shall
be eligible for Early Retirement as set forth in this paragraph (b):

(i) Such Participant shall be entitled to a monthly pension that
begins as of the first day of the month coincident with or next
following his or her Severance Date or, at his or her election, a
monthly pension that begins as of the first day of any subsequent
month not later than the Normal Retirement Date.

(ii) Such Participant's monthly pension shall be equal to his or
her Accrued Benefit determined as of June 26, 1990, as set forth under
the formula contained in Appendix B, but reduced in accordance with
the following Table, with the percentage for a fractional part of a
year of age being prorated on the basis of a number of full months.

<TABLE>
<CAPTION>
% of Normal % of Normal
Pension Pension
Age When Computed Age When Computed
Payments Under Payments Under
Begin Article IV Begin Article IV
-------- ----------- -------- -----------
<S> <C> <C> <C>
61 94 48 36
60 88 47 34
59 82 46 32
58 76 45 30
57 70 44 28
56 64 43 27
55 58 42 26
54 52 41 25
53 46 40 24
52 44 39 23
51 42 38 22
50 40 37 21
49 38
</TABLE>

Provided, that the above percentages shall be increased by 1% to
a maximum of 10% for each of the Participant's Benefit Years in excess
of 20, with the percentage for a fractional part of a Benefit Year
being prorated on the basis of the number of full months. In no event,
however, shall a percentage be increased above 100%.


19

<PAGE>

(iii) Notwithstanding subparagraph (ii) above, (1) if the
Participant is age 55 or older when payments begin, the Participant
shall receive a total monthly pension which is the greater of the
amount determined under paragraph (a)(ii) or paragraph (b)(ii) above,
and (2) if the Participant is less than age 55 when benefit payments
begin, the Participant shall receive a monthly pension which is
determined under paragraph (b)(ii) plus an additional monthly pension
commencing at age 55 which is actuarially equivalent to the excess, if
any, of the actuarial equivalent value of the monthly pension under
paragraph (a)(ii) determined at age 55 over the actuarial equivalent
value of the monthly pension under paragraph (b)(ii) determined at age
55.

(c) A Participant who has elected by August 31, 1998 (or such later
date as approved by the Sponsor but in no event later than September 30,
1998) to participate in the Voluntary Early Retirement Incentive program
offered by the Sponsor shall be entitled to a monthly pension that begins
as of the first day of the month coincident with or next following his or
her Severance Date or, at his or her election, a monthly pension that
begins as of the first day of any subsequent month not later than the
Normal Retirement Date.

(d) If a Participant incurs a Severance and retires under this
Section, and his or her monthly pension begins after the first day of the
month coincident with or next following the Special Retirement Eligibility
Date, such Participant shall be entitled to the monthly pension payments he
or she would have received had his or her pension began as of the first day
of the month following the Special Retirement Eligibility Date.

5.4 Termination of Employment.

(a) If a Participant who has at least five (5) Vesting Years incurs a
Severance for any reason other than death and is not eligible to retire
under Section 5.3, he or she shall be entitled to a monthly pension that
begins on the first day of the month coincident with or next following the
date he or she attains age 55, or at his or her election, a monthly pension
that begins as of the first day of any subsequent month not later than the
Normal Retirement Date. In the event a Participant elects that his or her
monthly pension begin prior to the Special Retirement Eligibility Date, the
amount of his or her monthly pension shall be determined as provided in
Section 5.3(a).

(b) If a Participant who has at least five (5) Vesting Years incurs a
Severance for any reason other than death and is not eligible to retire
under Section 5.3 but was a Participant on June 26, 1990, he or she shall
be entitled to a monthly pension that begins on the first day of the month
coincident with or next following the date his or her Age and Benefit Years
total 55 years, or at his or her election, a monthly pension that begins as
of the first day of any subsequent month not later than the Normal
Retirement Date. In the event a Participant elects that his or her monthly
pension begin prior to the Special Retirement Eligibility Date, the amount
of his or her monthly pension shall be determined as provided in Section
5.3(b).


20

<PAGE>

(c) If a Participant incurs a Severance and is entitled to a monthly
pension under this Section, and his or her monthly pension begins after the
first day of the month coincident with or next following the Special
Retirement Eligibility Date, such Participant shall be entitled to the
monthly pension payments he or she would have received had his or her
pension began as of the first day of the month following the Special
Retirement Eligibility Date.

5.5 Consent to Pension Payments. If the lump sum Actuarial Equivalent of a
Participant's pension exceeds $5,000, the Participant and, if applicable, the
Participant's spouse must consent to the payment or commencement of the
Participant's pension prior to the Normal Retirement Date in accordance with the
following rules:

(a) The consent of the Participant shall be obtained in writing within
the 90-day period ending on the Annuity Starting Date. No such consent
shall be effective with respect to a married Participant unless the
Participant's spouse consents thereto in writing. Spousal consent shall not
be required if a married Participant elects a joint and survivor option
providing for payment of at least 50% of his or her annuity to his or her
surviving spouse or the Sponsor determines there is no spouse or the spouse
cannot be located. Neither the consent of the Participant nor the
Participant's spouse shall be required to the extent the payment or
commencement of the Participant's pension is required to begin under
Section 5.8.

(b) Each Participant shall receive in written nontechnical language a
notice which shall include a general description of the material features,
and an explanation of the relative values of, the available optional forms
of benefit. Such notice shall be furnished to the Participant no less than
30 days and no more than 90 days prior to the Participant's Annuity
Starting Date; provided, however, the Participant's pension may be paid or
commence less than 30 days after such notice is furnished if the notice
clearly informs the Participant that he or she has at least 30 days after
receiving the notice to consider the decision of whether or not to elect
the commencement of his or her pension (and, if applicable, an optional
form of benefit), and the Participant, after receiving the notice,
affirmatively elects to commence his or her pension.

5.6 Maximum Pension. The largest aggregate annual pension that may be paid
to any Participant in any Plan Year under the Plan shall be determined as
follows:

(a) Subject to paragraphs (b) through (d), the largest aggregate
annual pension that may be paid to any Participant in any Plan Year, when
added to the pension under any other qualified defined benefit plan
maintained by the Sponsor or any Affiliated Company, shall not exceed the
lesser of:

(i) The Defined Benefit Dollar Limitation of $160,000 ($90,000
for Plan Years prior to the 2002 Limitation Year), multiplied by a
fraction the numerator of which is the number of the Participant's
years of participation (or a part thereof) in the Plan or, up to the
Spin-Off Date in the SKB Plan or in the Beckman Instruments, Inc.
Pension Plan, not in excess of ten, and the denominator of which is
ten; or


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(ii) The Defined Benefit Compensation Limitation of 100% of the
Participant's average annual total cash remuneration from the Company
in the thirty-six consecutive months which yield the highest average,
multiplied by a fraction the numerator of which is the number of the
Participant's Vesting Years (or a part thereof) not in excess of ten
and the denominator of which is ten.

Benefit increases resulting from the increase in the Defined Benefit
Dollar Limitation and the Defined Benefit Compensation Limitation under the
Economic Growth and Tax Relief Reconciliation Act of 2001 shall apply to
all Employees participating in the Plan who have one (1) Hour of Service on
or after January 1, 2002.

(b) The limitations set forth in this Section 5.6 shall be determined
as provided below:

(i) The Defined Benefit Dollar Limitation shall automatically be
adjusted annually for increases in the cost of living as provided in
Code Section 415(d). The adjusted limitation shall be effective as of
January 1st of each calendar year and shall be applicable to
Limitation Years ending with or within that calendar year. Such new
limitation is incorporated herein by this reference and shall be
substituted for the Defined Benefit Dollar Limitation set forth in
paragraph (a) above.

(ii) "Cash remuneration" shall mean "compensation" as defined in
Section 5.12.

(iii) For purposes of this Section, a Participant's pension shall
be measured as a Single Life Annuity or Qualified Joint and Survivor
Annuity. A pension benefit shall be treated as a Qualified Joint and
Survivor Annuity if it meets all of the requirements as defined in
Section 2.35 except that the periodic payments to the spouse may be
equal to or greater than 50%, but not more than 100%, of those to the
Participant.

(iv) A benefit payable in a form other than a Single Life Annuity
or Qualified Joint and Survivor Annuity described in subparagraph
(iii) above shall be adjusted to the Actuarial Equivalent of a
Straight Life Annuity before applying the limitations of this Section.
Effective for Limitation Years commencing on or after January 1, 1995,
Actuarial Equivalent for the form of benefit shall be determined using
(1) the interest rate and mortality table specified in Appendix A or
(2) 5% interest (or for lump sums or other benefits subject to Code
Section 417(e)(3), the applicable interest rate under Code Section
415(b)(2)(E)(ii) as determined as provided in Appendix A) and the
applicable mortality table under Code Section 415(b)(2)(E)(v),
whichever produces the greater Actuarial Equivalent value.

(v) In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, the accrued benefit,
including the right to any optional benefits provided in the Plan (and
all other defined benefit plans required to be aggregated with this
Plan under the provisions of


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<PAGE>

Code Section 415) shall not increase to an amount in excess of the
amount permitted under Code Section 415 at any time.

(c) For Limitation Years beginning on or after January 1, 2002, the
Defined Benefit Dollar Limitation for any Participant shall be adjusted as
follows:

(i) If a Participant's pension begins prior to age 62, the
Defined Benefit Dollar Limitation applicable to the Participant at
such earlier age is an annual benefit payable in the form of a
straight life annuity beginning at the earlier age that is the
actuarial equivalent of the Defined Benefit Dollar Limitation
applicable to the Participant at age 62 (as adjusted under paragraph
(a) above, if required). The Defined Benefit Dollar Limitation
applicable at an age prior to age 62 is determined as the lesser of
(1) the Actuarial Equivalent (at such age) of the Defined Benefit
Dollar Limitation computed using the factors specified in Section 5.3
or (2) the actuarial equivalent (at such age) of the Defined Benefit
Dollar Limitation computed using a 5 percent interest rate and the
applicable mortality table specified in Appendix A to the Plan. Any
decrease in the Defined Benefit Dollar Limitation determined in
accordance with this paragraph (c) shall not reflect a mortality
decrement if benefits are not forfeited upon the death of the
Participant. If any benefits are forfeited upon death, the full
mortality decrement is taken into account.

(ii) If a Participant's pension begins after age 65, the Defined
Benefit Dollar Limitation applicable to the Participant at such later
age is the annual benefit payable in the form of a straight life
annuity beginning at the later age that is actuarially equivalent to
the defined benefit dollar limitation applicable to the Participant at
age 65 (as adjusted under paragraph (a) above, if required). The
actuarial equivalent of the Defined Benefit Dollar Limitation
applicable at an age after age 65 is determined as (1) the lesser of
the Actuarial Equivalent (at such age) of the Defined Benefit Dollar
Limitation computed using the interest rate and mortality table
specified in Appendix A to the Plan or (2) the actuarial equivalent
(at such age) of the Defin