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EXHIBIT 4.11
THIRD AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL
BACKGROUND. In accordance with Section 26 of the Rights
Agreement between EquiServe Trust Company, N.A., and Allergan, Inc.
a
Delaware corporation (the "Company"), dated January 25, 2000,
(the
"Agreement"), the Company desires to amend the Agreement to
appoint
Wells Fargo Bank, N.A. as successor Rights Agent.
2.
EFFECTIVENESS. This Amendment shall be effective as of October 24,
2005
(the "Amendment") and all defined terms and definitions in the
Agreement
shall be the same in the Amendment except as specifically revised
by the
Amendment.
3. REVISION.
(a) The Company hereby appoints Wells Fargo Bank, N.A. to act
as agent for The Company and the holders of the Rights in
accordance
with the terms and conditions of the Agreement, and Wells Fargo
Bank,
N.A. hereby accepts such appointment. The first paragraph of
the
Agreement is hereby amended to reflect the fact that Wells Fargo
Bank,
N.A. is the successor Rights Agent. (b) Section 21 in the
Agreement
entitled "Change of Rights Agent" is hereby deleted in its entirety
and
replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights
Agent
may resign and be discharged from its duties under this Agreement
upon
30 days' notice in writing mailed to the Company and to each
transfer
agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or
any
successor Rights Agent, as the case may be, upon 30 days notice
in
writing mailed to the Rights Agent or successor Rights Agent, as
the
case may be, and to each transfer agent of the Common Shares or
Preferred Shares by registered or certified mail, and to the
holders of
the Right Certificates by first-class mail. If the Rights Agent
shall
resign or be removed or shall otherwise be
