ALLERGAN INC
FIRST AMENDMENT TO ALLERGAN PENSION PLAN
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>11
<FILENAME>dex1043.txt
<DESCRIPTION>FIRST AMENDMENT TO ALLERGAN PENSION PLAN
<TEXT>
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                                                                   Exhibit 10.43

                                FIRST AMENDMENT
                                       TO
                           ALLERGAN, INC. PENSION PLAN
                                (RESTATED 2001)

     The ALLERGAN, INC. PENSION PLAN (the "Plan") is hereby amended as follows:

1.   Article I of the Plan is amended by renumbering Section 1.4 as Section 1.6
     and adding the following Section 1.4:

                 1.4   Spin-off of Advanced Medical Optics, Inc. In connection
           with the distribution of the stock of Advanced Medical Optics, Inc.
           ("AMO") by Allergan to its stockholders (the "AMO Spin-Off") and
           effective June 29, 2002 which shall be the AMO Spin-Off Date: (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 5.12, 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.

2.   Article I of the Plan is amended by adding the following Section 1.5:

                 1.5   Closure of Allergan, Inc. Medical Plastics Facility. 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 5.12
           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.

3.   Section 2.20 of the Plan is amended as follows:

                 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:

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                         (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;

                         (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.

4.   Section 5.3(a) of the Plan is amended by adding the following subparagraph
     (iii):

                 (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).

5.   Section 6.5(b) of the Plan is amended as follows:

                 (b)     If the lump sum Actuarial Equivalent of a Participant's
           nonforfeitable Accrued Benefit exceeds $5,000 ($3,500 for the 1997
           Plan Year), but does not exceed $10,000 ($7,000 for the 1997 Plan
           Year), the Participant, or the Participant's beneficiary in the event
           of the Participant's death, may elect (i) to be paid the lump sum
           Actuarial Equivalent, or (ii) to have an Eligible Rollover
           Distribution paid directly by the Trustee to the trustee of an
           Eligible Retirement Plan. No distribution may be elected under this
           paragraph (b) unless the Participant has attained at least age 55
           with five (5) or more Vesting Years. For purposes of this paragraph
           (b), 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. In addition, the election may not be made after pension
           payments start, except that a Participant or a Participant's
           beneficiary whose payments started prior to September 1, 1993, and
           whose lump sum Actuarial

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           Equivalent did not exceed $10,000 ($7,000 for the 1997 Plan Year) at
           the date payments started, may elect to be paid the remaining lump
           sum Actuarial Equivalent. A married Participant who elects a lump sum
           under this paragraph (b) must comply with the applicable requirements
           for spousal consent.

6.   Section 11.1 of the Plan is amended as follows:

                 11.1   Right to Terminate Plan. The Sponsor, by resolution of
           the Board of Directors, may terminate or partially terminate the
           Plan. If the Plan is terminated or partially terminated, the assets
           of the Plan shall be allocated, subject to Section 11.3, as provided
           in Section 4044 of the Employee Retirement Income Security Act of
           1974 (as it may be from time to time amended or construed by any
           appropriate governmental agency or corporation), without subclasses.
           In the event of a termination of the Plan (other than a partial
           termination), any amount remaining after all fixed and contingent
           liabilities of the Plan have been satisfied shall be allocated to
           each Participant in proportion to the present value of a benefit
           commencing at Normal Retirement Date equal to such Participant's
           Average Earnings times Benefit Years. Allocations under this Section
           to Participants with respect to whom the Plan is terminating shall be
           nonforfeitable. Except as otherwise required by law, the time and
           manner of distribution of the assets shall be determined by the
           Sponsor by amendment to the Plan.

7.   Section 11.4 of the Plan is amended by adding the following paragraph (c):

                 (c)   For purposes of this Section 11.4, a Change of Control
           shall not be deemed to have occurred upon the distribution of the
           stock of Advanced Medical Optics, Inc. on June 29, 2002 by the
           Sponsor to its stockholders.

     IN WITNESS WHEREOF, Allergan, Inc. hereby executes this First Amendment to
the Allergan, Inc. Pension Plan on this 26th day of June, 2002.

ALLERGAN, INC.

BY: /s/ Eric Brandt
    -----------------------------------
    Eric Brandt
    Corporate Vice President

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