SECOND AMENDMENT OF THE ALPHARMA INC. SUPPLEMENTAL PENSION PLAN

SECOND AMENDMENT OF THE
ALPHARMA INC. SUPPLEMENTAL PENSION PLAN

                        The Alpharma Inc. Supplemental Pension Plan (the "Plan") is hereby amended effective as of the dates indicated below, as follows:

1.       Effective January 1, 2006, Section 1.2 of the Plan is hereby amended by adding the following to the end thereof:

"Effective January 1, 2006, the Plan is frozen."

2.       Effective January 1, 2006, Section 2.2 of the Plan is hereby amended by adding the following to the end thereof:

"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."

3.       "Effective October 17, 2005, Section 2.3 of the Plan is hereby amended by adding the following to the end thereof:

"Notwithstanding the