ALLERGAN INC
10-Q, EX-10.5, 2000-08-11
PHARMACEUTICAL PREPARATIONS
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                                                                    Exhibit 10.5

                               FIRST AMENDMENT TO

                                 ALLERGAN, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                 (RESTATED 2000)

         The ALLERGAN, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (restated 2000)
is hereby amended as follows:

A new Section 8.5 is hereby added to read as follows:

         "8.5. Special Death Benefits for Corporate Officers. A Special Death
         Benefit shall be payable to the Beneficiary of a Participant who dies
         prior to termination of employment and who is a Corporate Officer of
         Allergan, Inc. on the date of his or her death. The term "Corporate
         Officer" means, as of January 1, 2000, the Corporation's President,
         Chief Executive Officer and each of the Corporation's Corporate Vice
         Presidents. The Corporation's Board of Directors may change the
         definition of Corporate Officer hereafter by Board resolution. The
         Special Death Benefit shall be One Million Five Hundred Thousand
         Dollars ($1,500,000), unless such amount is adjusted by the Board, and
         such amount shall be in addition to the death benefit that is described
         in Section 8.1 and Section 8.2. Entitlement to the Special Death
         Benefit shall be conditioned on (a) the Committee's determination that
         the Participant has complied with all requests required by the insurer
         which issues the life insurance described in Section 15.3, including
         naming the Beneficiary, (b) such life insurance being in effect on the
         date of death and providing death benefits in an amount sufficient to
         cover the Special Death Benefit hereunder, and (c ) the Committee's
         determination that the Participant is a Corporate Officer of Allergan,
         Inc., on the date of his or her death."

         IN WITNESS WHEREOF, Allergan, Inc. hereby executes this instrument
evidencing the above terms of the Allergan, Inc. Executive Deferred Compensation
Plan effective as of January 1, 2000.


By: /s/ Francis R. Tunney, Jr.
    ---------------------------------
Title: Secretary




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