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Savings And Investment Plan - ALLERGAN INC - 5-15-1996

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Savings And Investment Plan - ALLERGAN INC - 5-15-1996 Powered By Docstoc
					EXHIBIT 10.2 ALLERGAN, INC. SAVINGS AND INVESTMENT PLAN RESTATED 1996

TABLE OF CONTENTS - ----------------PAGE ---ARTICLE I NAME AND EFFECTIVE 1.1 1.2 1.3 ARTICLE II DEFINITIONS 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 DATE Plan Name Plan Purpose Plan Intended to Qualify 1 1 1 1

Accounts Affiliated Company After Tax Deposits After Tax Deposits Account Anniversary Date Reserved for Future Modifications Reserved for Future Modifications Before Tax Deposits Before Tax Deposits Account Beneficiary Board of Directors Break in Service Reserved for Future Modifications Code Committee Company Company Contributions Company Contributions Account Company Stock Compensation Computation Period Credited Service Disability Reserved for Future Modifications Effective Date Eligible Employee Eligible Retirement Plan Eligible Rollover Distribution Employee Employment Commencement Date ERISA Reserved for Future Modifications Forfeitures Highly Compensated Employee Hour of Service Investment Manager Leased Employee

1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 4 4 5 5 5 5 6 6 6 6 7 7 7 7 9 1 1

TABLE OF CONTENTS - ----------------PAGE ---11 12 12 12 12 12 12 12 12 12 12 13 13 13 13 13 13 13 13 13 14

2.38 2.39 2.40 2.41 2.42 2.43 2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52 2.53 2.54 2.55 2.56 2.57 2.58

Leave of Absence Normal Retirement Age Participant Participant Deposits Period of Severance Plan Plan Administrator Plan Year Reemployment Commencement Date Rollover Account Severance Severance Date Sharing Deposits Sponsor Stock Credit Account Trust and Trust Fund Trustee Reserved for Future Modifications Reserved for Future Modifications Valuation Date 415 Suspense Account

ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 Participation 3.2 Participants in Prior Plans 3.3 Participation in Plan prior to March 1, 1995 ARTICLE IV PARTICIPANT DEPOSITS 4.1 Election 4.2 Amount Subject to Election 4.3 Limitation on Compensation Deferrals 4.4 Provisions for Return of Excess Before Tax Deposits Over $7,000 4.5 Provision for Recharacterization or Return of Excess Deferrals by Highly Compensated 4.6 Termination of, Change in Rate of, or Resumption of Deferrals 4.7 Character of Deposits 4.8 Rollover Contributions

15 15 15 15

16 16 16 17 19 21 23 23 23

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TABLE OF CONTENTS - ----------------PAGE ---ARTICLE V TRUST FUND AND COMPANY CONTRIBUTIONS 5.1 General 5.2 Single Trust 5.3 Company Contributions 5.4 Form of Company Contributions 5.5 Investment of Trust Assets 5.6 Reserved for Future Modifications 5.7 Irrevocability 5.8 Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund 5.9 Certain Offers for Company Stock 5.10 Voting of Company Stock 5.11 Securities Law Limitation 5.12 Distributions 5.13 Taxes 5.14 Trustee Records to be Maintained 5.15 Annual Report of Trustee 5.16 Appointment of Investment Manager ARTICLE VI ACCOUNTS AND ALLOCATIONS 6.1 Participants' Accounts 6.2 Reserved for Plan Modifications 6.3 Allocation of Amounts Contributed by Participants 6.4 Allocation of Company Contributions and Forfeitures 6.5 Valuation of Participants' Accounts 6.6 Valuation of Company Stock 6.7 Dividends, Splits, Recapitalizations, Etc. 6.8 Stock Rights, Warrants or Options 6.9 Reserved for Plan Modifications 6.10 Treatment of Accounts Upon Severance 6.11 Cash Dividends 6.12 Miscellaneous Allocation Rules 6.13 Limitations on After Tax Deposits and Company Contributions 6.14 Provision for Disposition of Excess After Tax Deposits or Matching Contributions on Behalf of Highly Compensated Participants ARTICLE VII VESTING IN PLAN ACCOUNTS 7.1 No Vested Rights Except as Herein Provided 7.2 Vesting Schedule 7.3 Vesting of Participant Deposits 25 25 25 25 26 26 27 27 28 28 31 32 32 32 32 32 33

34 34 34 34 34 34 35 35 35 35 35 36 36 36

40

43 43 43 43

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TABLE OF CONTENTS - ----------------PAGE ---ARTICLE VIII PAYMENT OF PLAN BENEFITS 8.1 Withdrawals During Employment 8.2 Distributions Upon Termination of Employment or Disability 8.3 Distribution Upon Death of Participant 8.4 Designation of Beneficiary 8.5 Distribution Rules 8.6 Forfeitures 8.7 Valuation of Plan Benefits Upon Distribution 8.8 Lapsed Benefits 8.9 Persons Under Legal Disability 8.10 Additional Documents 8.11 Trustee-to-Trustee Transfers 8.12 Loans to Participants ARTICLE IX OPERATION AND ADMINISTRATION 9.1 Appointment of Committee 9.2 Transaction of Business 9.3 Voting 9.4 Responsibility of Committee 9.5 Committee Powers 9.6 Additional Powers of Committee 9.7 Periodic Review of Funding Policy 9.8 Application for Determination of Benefits 9.9 Limitation on Liability 9.10 Indemnification and Insurance 9.11 Compensation of Committee and Plan Expenses 9.12 Resignation 9.13 Reliance Upon Documents and Opinions ARTICLE X AMENDMENT AND ADOPTION OF PLAN 10.1 Right to Amend Plan 10.2 Adoption of Plan by Affiliated Companies ARTICLE XI DISCONTINUANCE OF CONTRIBUTIONS ARTICLE XII TERMINATION AND MERGER 12.1 Right to Terminate Plan 12.2 Effect on Trustee and Committee 12.3 Merger Restriction 12.4 Effect of Reorganization, Transfer of Assets or Change in Control 44 44 47 47 48 48 50 50 51 51 52 52 52

54 54 54 54 54 54 55 56 56 57 57 57 57 58

59 59 59

60

61 61 61 61 61

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TABLE OF CONTENTS - ----------------PAGE ---ARTICLE XIII LIMITATION ON ALLOCATIONS 13.1 General Rule 13.2 Annual Additions 13.3 Other Defined Contribution Plans 13.4 Defined Benefit Plans 13.5 Adjustments for Excess Combined Plan Fraction and Excess Annual Additions 13.6 Compensation 13.7 Treatment of 415 Suspense Account Upon Termination ARTICLE XIV TOP-HEAVY RULES 14.1 14.2 14.3 14.4 14.5 14.6 14.7 14.8 63 63 63 64 64 64 65 66

67 Applicability Definitions Top-Heavy Status Minimum Contributions Reserved for Future Modifications Maximum Annual Addition Minimum Vesting Rules Noneligible Employees

67 67 68 69 70 70 70 70

ARTICLE XV RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS 15.1 General Restrictions Against Alienation 15.2 Qualified Domestic Relations Orders ARTICLE XVI MISCELLANEOUS PROVISIONS 16.1 No Right of Employment Hereunder 16.2 Limitation on Company Liability 16.3 Effect of Article Headings 16.4 Gender 16.5 Interpretation 16.6 Withholding For Taxes 16.7 California Law Controlling 16.8 Plan and Trust as One Instrument 16.9 Invalid Provisions 16.10 Counterparts

71 71 71

74 74 74 74 74 74 74 74 74 74 75

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ALLERGAN, INC. SAVINGS AND INVESTMENT PLAN ARTICLE I NAME AND EFFECTIVE DATE 1.1 Plan Name. This document, made and entered into by Allergan, Inc., a Delaware corporation ("Allergan"), evidences the terms of a defined contribution plan with a cash or deferred arrangement for Eligible Employees of Allergan and any Affiliated Companies that are authorized by the Board of Directors to participate in the Plan, to be known hereafter as the "Allergan, Inc. Savings and Investment Plan" (the "Plan"). The Plan shall be effective on the day after the Spin-off Date, as that term is defined in Section 1.2, (the "Effective Date"). 1.2 Plan Purpose. Prior to the Effective Date of this Plan, Eligible Employees of Allergan were eligible to participate in the SmithKline Beckman Corporation Savings and Investment Plan (the "SKB Plan"). On or about July 26, 1989, SmithKline Beckman Corporation distributed the stock of Allergan to its shareholders, rendering Eligible Employees of the Company ineligible to participate in the SKB Plan. (The date upon which such distribution occurred shall hereinafter be referred to as the "Spin-off Date".) The purpose of this Plan is to enable Eligible Employees of Allergan, and any Affiliated Companies that are authorized by the Board of Directors to participate in the Plan, to participate in a plan similar to the SKB Plan, to share in the growth and prosperity of the Company and to provide Participants with an opportunity to accumulate capital for their future economic security. The account balances of Eligible Employees of the Company maintained under the SKB Plan will be transferred to this Plan. All assets acquired under this Plan as a result of Company Contributions, income, and other additions to the Fund under the Plan will be administered, distributed, forfeited and otherwise governed by the provisions of this Plan, which is to be administered by the Committee for the exclusive benefit of Participants in the Plan and their Beneficiaries. 1.3 Plan Intended to Qualify. This Plan is an employee benefit plan that is intended to qualify under Code Section 401(a) as a qualified profit sharing plan and under Code Section 401(k) as a qualified cash or deferred arrangement. The provisions of this Plan are intended to comply with the requirements of the Tax Reform Act of 1986 and subsequent legislation up to and including the Omnibus Budget Reconciliation Act of 1993. This Plan document incorporates certain amendments which were submitted to the Internal Revenue Service (the "IRS") pursuant to the processing of an application for issuance by the IRS of the favorable determination letter covering the Plan, dated January 8, 1990. ARTICLE II DEFINITIONS 2.1 Accounts. "Accounts" or "Participant's Accounts" shall mean the After Tax Deposits Accounts, Before Tax Deposits Accounts, Company Contribution Accounts, Stock Credit Accounts, and Rollover Accounts maintained for the various Participants. 2.2 Affiliated Company. "Affiliated Company" shall mean (a) any corporation, other than the Sponsor, which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Sponsor is a member, (b) any trade or business, other than the Sponsor, which is under common control (within the meaning of Section 414(c) of the Code) with the

Sponsor, (c) any entity or organization, other than the Sponsor, which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) of which the Sponsor is a member, and (d) any entity or organization, other than the Sponsor, which is affiliated with the Sponsor under Section 414(o) of the Code. Any entity shall be an Affiliated Company pursuant to this paragraph only during the period of time in which such entity has the required relationship with the Sponsor under subparagraphs (a), (b), (c) or (d) of this paragraph after the Effective Date of this Plan. 2.3 After Tax Deposits. "After Tax Deposits" shall mean those contributions made by a Participant which represent after-tax contributions. 2.4 After Tax Deposits Account. "After Tax Deposits Account" of a Participant shall mean his/her individual account in the Trust Fund in which are held his/her After Tax Deposits and the earnings thereon. 2.5 Anniversary Date. "Anniversary Date" shall mean the last day of each Plan Year. 2.6 Reserved for Future Modifications. 2.7 Reserved for Future Modifications. 2.8 Before Tax Deposits. "Before Tax Deposits" shall mean those contributions made by a Participant which represent pre-tax contributions. 2.9 Before Tax Deposits Account. "Before Tax Deposits Account" of a Participant shall mean his/her individual account in the Trust Fund in which are held his/her Before Tax Deposits and the earnings thereon. 2.10 Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the person or persons last designated by a Participant as set forth in Section 8.4 or, if there is no designated Beneficiary or surviving Beneficiary, the person or persons designated pursuant to Section 8.4 to receive the interest of a deceased Participant in such event. 2.11 Board of Directors. "Board of Directors" shall mean the Board of Directors (or its delegate) of the Sponsor as it may from time to time be constituted. 2.12 Break in Service. "Break in Service" shall mean, with respect to an Employee, each period of 12 consecutive months during a Period of Severance that commences on the Employee's Severance Date or on any anniversary of such Severance Date. 2.13 Reserved for Future Modifications. 2.14 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. Where the context so requires a reference to a particular Code section shall also refer to any successor provision of the Code to such Code section. 2.15 Committee. "Committee" or "Plan Committee" shall mean the committee to be appointed under the provisions of Section 9.1. 2.16 Company. "Company" shall mean collectively the Sponsor and each Affiliated Company that adopts this Plan in accordance with Section 10.2. 2

2.17 Company Contributions. "Company Contributions" shall mean all amounts (whether in cash or other property, including Company Stock) paid by the Company pursuant to Section 5.3 into the Trust Fund established and maintained under the provisions of this Plan for the purpose of providing benefits for Participants and their Beneficiaries. Unless expressly stated otherwise in this Plan, Company Contributions shall not include Participant Before Tax or After Tax Deposits. 2.18 Company Contributions Account. "Company Contributions Account" shall mean a Participant's individual account in the Trust Fund in which are held Company Contributions and the earnings thereon. 2.19 Company Stock. "Company Stock" shall mean any class of stock of the Sponsor which both constitutes "qualifying employer securities" as defined in Section 407(d)(5) of ERISA and "employer securities" as defined in Section 409(l) of the Code. 2.20 Compensation. "Compensation" shall mean the 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), amounts of salary reduction elected by the Participant under a Code Section 401(k) cash or deferred arrangement, shift differential and premium, sickness/accident related pay, vacation pay, vacation shift premium, and bonus amounts paid under the following programs: (1) Sales bonus, (2) "Management Bonus Payments" (MBP), either in cash or in restricted stock, (3) Group performance sharing payments, such as the "Partners for Success"; but excluding 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; Share Value Plan or other long-term incentive awards, bonuses or payments; special individual recognition payments which are nonrecurring in nature, including the "Impact Award" payments, and "Employee of the Year" payments; tuition reimbursement; and contributions by the Company under this Plan or distributions hereunder, any contributions or distributions pursuant to any other plan sponsored by the Company and qualified under Section 401(a) of the Code (other than contributions constituting salary reduction amounts elected by the Participant 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. The Compensation taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $150,000 as adjusted at the time and in such manner as permitted under Code Section 401(a)(17)(B). Notwithstanding the foregoing, for Plan Years beginning prior to January 1, 1994, the Compensation taken into account for determining all benefits provided under the Plan shall not exceed $200,000 as adjusted by the Secretary of the Treasury and consistent with the terms of the Plan at such time. If the period for determining Compensation used in calculating an Employee's allocation for a Plan Year is a short Plan Year (i.e. 3

shorter than 12 months), the Compensation limit is an amount equal to the otherwise applicable Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year, and the denominator of which is 12. In determining the Compensation of an Employee, the rules of Code Section 414(q)(6) shall apply, except that in applying such rules, the term "family" shall include only the spouse of the Employee and any lineal descendants of the Employee who have not attained age 19 before the close of the Plan Year. If, as the result of the application of such rules the applicable Compensation limit is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation as determined under this Section prior to the application of this limitation. Notwithstanding the foregoing, for purposes of applying the provisions of Articles XI and XII, an Employee's Compensation shall be determined pursuant to the definition of "Compensation" as set forth in Sections 13.6 or 14.2(i), as the case may be. 2.21 Computation Period. (a) "Computation Period" shall mean the consecutive twelve (12) month period used for determining whether an Employee is eligible to participate in the Plan pursuant to Section 3.1. (b) An Employee's initial Computation Period shall be the twelve-month period commencing on his Employment Commencement Date or Reemployment Commencement Date (whichever is applicable). (c) An Employee's second Computation Period (and all subsequent Computation Periods) shall be the Plan Year that includes or begins on the first anniversary of such Employee's Employment Commencement Date or Reemployment Commencement Date (whichever is applicable) and each subsequent Plan Year. 2.22 Credited Service. "Credited Service" shall mean, with respect to each Employee, his years and months of Credited Service determined in accordance with the following rules: (a) In the case of any Employee who was employed by the Company at any time prior to the Effective Date, for the period prior to January 1, 1989 such Employee shall be credited with Credited Service under this Plan equal to the period (if any) of service credited to such Employee under the SmithKline Beckman Savings and Investment Plan. (b) In the case of any Employee who is employed by the Company on or after the Effective Date, an Employee shall receive Credited Service credit for the elapsed period of time 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). Solely for the purpose of determining an Employee's Credited Service under this Paragraph (b), in the case of an Employee who is employed on January 1, 1989, that date shall be deemed to be an Employment Commencement Date of the Employee (with service credit for periods prior to January 1, 1989 to be determined under Paragraph (a) above). An Employee who is absent from work on an authorized Leave of Absence shall be deemed to have incurred a Severance (if any) in accordance with the rules of Section 2.40. (c) An Employee shall receive Credited Service credit for periods between a Severance and his subsequent Reemployment Commencement Date in accordance with the following rules: 4

(i) If an Employee incurs a Severance by reason of a quit, discharge, Disability, or retirement whether or not such a Severance occurs during an approved Leave of Absence and the Employee is later reemployed by the Company prior to his incurring a Break in Service, he shall receive Credited Service for the period commencing with his Severance Date and ending with his subsequent Reemployment Commencement Date. (ii) Other than as expressly set forth above in this Paragraph (c), an Employee shall receive no Credited Service with respect to periods between a Severance and a subsequent Reemployment Commencement Date. (d) For all purposes of this Plan, an Employee's total Credited Service shall be determined by aggregating any separate periods of Credited Service separated by any Breaks in Service. (e) An Employee shall be credited with Credited Service with respect to a period of employment with an Affiliated Company, but only to the extent that such period of employment would be so credited under the foregoing rules set forth in this Section had such Employee been employed during such period by the Company. (f) Notwithstanding the foregoing, unless the Sponsor shall so provide by resolution of its Board of Directors, or unless otherwise expressly stated in this Plan, an Employee shall not receive such Credited Service credit for any period of employment with an Affiliated Company prior to such entity becoming an Affiliated Company. (g) In accordance with Paragraph (f) above, an Eligible Employee shall receive Credited Service for any period of employment with Allergan Medical Optics - Lenoir facility prior to its becoming an Affiliated Company but only to the extent provided in Paragraph (e) above. Notwithstanding anything therein to the contrary, the Employment Commencement Date for such Eligible Employee under Paragraph (b) shall mean the date the Employee was first credited with an Hour of Service with Allergan Medical Optics - Lenoir facility, including any date prior to Allergan Medical Optics - Lenoir facility becoming an Affiliated Company. 2.23 Disability. "Disability" shall mean any mental or physical condition which, in the judgment of the Committee, based on such competent medical evidence as the Committee may require, renders an individual unable to engage in any substantial gainful activity for the Company for which he is reasonably fitted by education, training, or experience and which condition can be expected to result in death or which has lasted or can be expected to last for a continuous period of at least 12 months. The determination by the Committee, upon opinion of a physician selected by the Committee, as to whether a Participant has incurred a Disability shall be final and binding on all persons. 2.24 Reserved for Future Modifications. 2.25 Effective Date. "Effective Date" shall mean the date that is the day after the Spin-off Date (as that term is defined in Section 1.2). 2.26 Eligible Employee. "Eligible Employee" shall mean any United States-based payroll Employee of the company and any expatriate Employee of the company who is a United States citizen or permanent resident, but excluding any Employee of the company who is employed at the Sponsor's facility in Puerto Rico, any nonresident alien, any non-regular manufacturing site transition 5

Employee, any independent contractor, any individual who must be treated as a leased employee under Code Section 414(n), and any Employee covered by a collective bargaining agreement. Notwithstanding the preceding sentence, for Plan Years beginning prior to January 1, 1996, an Eligible Employee shall not include a temporary employee classified as such by the Company. 2.27 Eligible Retirement Plan. "Eligible Retirement Plan" shall mean an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a) that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 2.28 Eligible Rollover Distribution. "Eligible Rollover Distribution" shall mean any distribution, on or after January 1, 1993, of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does 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 of 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); and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 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's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order (as defined in Article XV) are Distributees with regard to the interest of the spouse or former spouse. 2.29 Employee. "Employee" shall mean any person who is employed by the Sponsor or any Affiliated Company in any capacity, 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 any such Affiliated Company, as well as any other person qualifying as a common-law employee of the Sponsor or any such Affiliated Company. The term Employee shall also include any leased employee deemed to be an Employee of the Sponsor or any Affiliated Company as provided in Sections 414(n) or (o) of the Code. 2.30 Employment Commencement Date. (a) "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. (b) Unless the Sponsor shall expressly determine otherwise, and except as is expressly provided otherwise in this Plan or in resolutions of the Board of Directors, an Employee shall not, for the purposes of determining his/her Employment Commencement 6

Date, be deemed to have commenced employment with an Affiliated Company prior to the effective date on which the entity became an Affiliated Company. 2.31 ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, where the context so requires, a reference to a particular ERISA section shall also refer to any successor provision of ERISA to such ERISA section. 2.32 Reserved for Future Modifications. 2.33 Forfeitures. "Forfeitures" shall mean the nonvested portion of a Participant's benefit that is forfeited in accordance with the provisions of Article VIII. 2.34 Highly Compensated Employee. (a) "Highly Compensated Employee" shall mean any Employee who (i) was a Five Percent Owner during the Determination Year or the Look Back Year; (ii) received Compensation from an Employer in excess of $75,000 (as adjusted by the Secretary of Treasury) during the Look Back Year; (iii) received Compensation from an Employer in excess of $50,000 (as adjusted by the Secretary of Treasury) during the Look Back Year and was in the "top-paid group" of Employees for such Look Back Year; (iv) was at any time an officer during the Look Back Year and received Compensation greater than fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the Code in such Look Back Year; or (v) was an Employee described in subparagraph (ii), (iii), or (iv) above for the Determination Year and was a member of the group consisting of the 100 Employees paid the greatest Compensation during the Determination Year. (b) Determination of a Highly Compensated Employee shall be in accordance with the following definitions and special rules: (i) "Determination Year" shall mean the Plan Year for which the determination of Highly Compensated Employee is being made. (ii) "Look Back Year" shall mean the twelve (12) month period preceding the Determination Year. (iii) An Employee shall be treated as a Five Percent Owner for any Determination Year or Look Back Year if at any time during such Year such Employee was a Five Percent Owner (as defined in Section 14.2). (iv) An Employee is in the "top-paid group" of Employees for any Determination Year or Look Back Year if such Employee is in the group consisting of the top twenty percent (20%) of the Employees when ranked on the basis of Compensation paid during such Year. 7

(v) For purposes of this Section, no more than fifty (50) Employees (or, if lesser, the greater of three (3) Employees or ten percent (10%) of the Employees) shall be treated as officers. To the extent required by Code Section 414(q), if for any Determination Year or Look Back Year no officer of the Employer is described in this Section, the highest paid officer of the Employer for such year shall be treated as described in this section. Employees who are excluded in determining the "top-paid group" shall also be excluded in determining the 10% limit referenced in the first sentence of this subparagraph (v). (vi) If any individual is a "family member" with respect to a Five Percent Owner or of a Highly Compensated Employee in the group consisting of the ten (10) Highly Compensated Employees paid the greatest Compensation during the Determination Year or Look Back Year, then (A) such individual shall not be considered a separate Employee, and (B) any Compensation paid to such individual (and any applicable contribution or benefit on behalf of such individual) shall be treated as if it were paid to (or on behalf of) the Five Percent Owner or Highly Compensated Employee. For purposes of this subparagraph (vi), the term "family member" means, with respect to any Employee, such Employee's Spouse and lineal ascendants or descendants and the spouses of such lineal ascendants or descendants. (vii) For purposes of this Section the term "Compensation" means Compensation as defined in Code Section 415 (c)(3), as set forth in Section 14.2(i), without regard to the limitations of Code Section 401(a)(17); provided, however, the determination under this subparagraph (vii) shall be made without regard to Code Sections 125, 402(a)(8), and 401(h)(1)(B), and in the case of employer contributions made pursuant to a salary reduction agreement, without regard to Code Section 403(b). (viii) For purposes of determining the number of Employees in the "top-paid" group under this Section, the following Employees shall be excluded: (A) Employees who have not completed six (6) months of Credited Service, (B) Employees who normally work less than 17-1/2 hours per week, (C) Employees who normally work not more than six (6) months during any Plan Year, and (D) Employees who have not attained age 21, (E) Except to the extent provided in Treasury Regulations, Employees who are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between Employee representatives and Employer, and 8

(F) Employees who are nonresident aliens and who receive no earned income (within the meaning of Code Section 911(d)(2) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). An Employer may elect to apply Subparagraphs (A) through (D) above by substituting a shorter period of Credited Service, smaller number of hours or months, or lower age for the period of service, number of hours or months, or (as the case may be) than as specified in such Subparagraphs. (ix) A former Employee shall be treated as a Highly Compensated Employee if (A) such Employee was a Highly Compensated Employee when such Employee incurred a Severance, or (B) such Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55). (x) Code Sections 414(b), (c), (m), and (o) shall be applied before the application of this Section. Also, the term "Employee" shall include "leased employees," within the meaning of Code Section 414(n), unless such leased Employee is covered under a "safe harbor" plan of the leasing organization and not covered under a qualified plan of the Employer. (xi) For the purpose of this section, the term "Employer" shall mean the Sponsor and any Affiliated Company. (xii) Notwithstanding the foregoing, non-resident aliens without U.S. source income from the Employer shall be disregarded for all purposes in determining the Highly Compensated Employees of the Employer. (c) Notwithstanding the foregoing, for administrative convenience, the Committee may establish rules and procedures for purposes of identifying Highly Compensated Employees, which rules and procedures may result in an Eligible Employee being deemed to be a Highly Compensated Employee for purposes of the limitations of Article IV and Article VI, whether or not such Eligible Employee is an individual described in Code Section 414 (q). 2.35 Hour of Service. (a) "Hour of Service" of an Employee shall mean the following: (i) Each hour for which the Employee is paid by the Company or an Affiliated Company or entitled to payment for the performance of services as an Employee. (ii) Each hour in or attributable to a period of time during which the Employee performs no duties (irrespective of whether he/she has terminated his/her Employment) due to a vacation, holiday, illness, incapacity (including pregnancy or disability), layoff, jury duty, military duty or a Leave of Absence (if the Leave of Absence is an unpaid medical Leave of Absence, the Employee will accrue hours for the duration of such leave for the first six months of such leave), for which he/she is so paid or so entitled to payment, whether direct or indirect. However, no such hours 9

shall be credited to an Employee if (A) such Employee is directly or indirectly paid or entitled to payment for such hours and (B) such payment or entitlement is made or due under a plan maintained solely for the purpose of complying with applicable worker's compensation, unemployment compensation, or disability insurance laws, or is a payment which solely reimburses the Employee for medical or medically-related expenses incurred by him/her. (iii) Each hour for which he/she is entitled to back pay, irrespective of mitigation of damages, whether awarded or agreed to by the Company or an Affiliated Company, provided that such Employee has not previously been credited with an Hour of Service with respect to such hour under Subparagraphs (i) or (ii) above. Hours of Service under Paragraphs (a)(ii) and (a)(iii) shall be calculated in accordance with Department of Labor Regulation 29 C.F.R. Section 2530.200b-2(b). All Hours of Service determined under the rules of Paragraph (a) shall be credited to the Computation Period to which the payment relates, rather than the period in which it is made. (b) In the event that an Employee is compensated for duties performed on a basis other than actual hours worked and no records of the Employee's actual working hours are maintained, the Employee shall be deemed to have completed ten (10) Hours of Service for each day, or portion thereof during which he/she is credited with an Hour of Service for the Company or an Affiliated Company. (c) Unless the Company shall expressly determine otherwise, and except as may be expressly provided otherwise in this Plan, an Employee shall not receive credit for his/her Hours of Service completed with an Affiliated Company prior to the effective date on which the entity became an Affiliated Company. 2.36 Investment Manager. "Investment Manager" shall mean the one or more Investment Managers, if any, that are appointed pursuant to Section 5.16 and who constitute investment managers under Section 3(38) of ERISA. 2.37 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 year, and such services are of a type historically performed by employees in the business field of the 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: (a) Such 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 in Code Section 415(c)(3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Code Section 125, Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b); (ii) immediate participation; and (iii) full and immediate vesting; and (b) Leased Employees do not constitute more than 20 percent (20%) of the recipient's non-highly compensated workforce. 10

2.38 Leave of Absence. (a) "Leave of Absence" shall mean any personal leave from active employment (whether with or without pay) duly authorized by the Company under the Company's standard personnel practices. All persons under similar circumstances shall be treated alike in the granting of such Leaves of Absence. Leaves of Absence may be granted by the Company for reasons of health (including temporary sickness or short term disability) or public service or for any other reason determined by the Company to be in its best interests. (b) In addition to Leaves of Absence as defined in Paragraph (a) above, the term Leave of Absence shall also mean a Maternity or Paternity Leave, as defined herein, but only to the extent and for the purposes required under Paragraph (c) below. As used herein, "Maternity or Paternity Leave" shall mean an absence from work for any period (i) by reason of the pregnancy of the Employee, (ii) by reason of the birth of a child of the Employee, (iii) by reason of the placement of a child with the Employee in connection with the adoption of the child by the Employee, or (iv) for purposes of caring for the child for a period beginning immediately following the birth or placement referred to in clauses (ii) or (iii) above. (c) Subject to the provisions of Paragraph (d) below, a Maternity or Paternity Leave described in Paragraph (b) above shall be deemed to constitute an authorized Leave of Absence for purposes of this Plan only to the extent consistent with the following rules: (i) For purposes of determining whether a Break in Service has occurred, the Severance Date of a Participant who is absent by reason of a Maternity or Paternity Leave shall not be deemed to occur any earlier than the second anniversary of the date upon which such Maternity or Paternity Leave commences. (ii) The Maternity or Paternity Leave shall be treated as a Leave of Absence solely for purposes of determining whether or not an Employee has incurred a Break in Service. Accordingly, such a Maternity or Paternity Leave shall not result in an accrual of Credited Service for purposes of the vesting provisions of this Plan or for purposes of determining eligibility to participate in the Plan pursuant to the provisions of Article III (except only in determining whether a Break in Service has occurred). (iii) A Maternity or Paternity Leave shall not be treated as a Leave of Absence unless the Employee provides such timely information as the Committee may reasonably require to establish that the absence is for the reasons listed in Paragraph (b) above and to determine the number of days for which there was such an absence. (d) Notwithstanding the limitations provided in Paragraph (c) above, a Maternity or Paternity Leave described in Paragraph (b) above shall be treated as an authorized Leave of Absence, as described in Paragraph (a), for all purposes of this Plan to the extent the period of absence is one authorized as a Leave of Absence under the Company's standard personnel practices and thus is covered by the provisions of Paragraph (a) above without reference to the provisions of Paragraph (b) above, provided, however, that the special rule provided under this Paragraph (d) shall not apply if it would result in a Participant who is absent on a Maternity or Paternity Leave being deemed to have incurred a Break in Service sooner than under the rules set forth in Paragraph (c). 2.39 Normal Retirement Age. "Normal Retirement Age" shall mean the Participant's sixty-fifth (65th) birthday. 11

2.40 Participant. "Participant" shall mean any Eligible Employee who has commenced participation in the Plan pursuant to Article III and who retains rights under the Plan. 2.41 Participant Deposits. "Participant Deposits" shall mean all of a Participant's deposits to the Plan, including After Tax Deposits and Before Tax Deposits. 2.42 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. 2.43 Plan. "Plan" shall mean the Allergan, Inc. Savings and Investment Plan described herein and as amended from time to time. 2.44 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 Allergan, Inc. 2.45 Plan Year. "Plan Year" shall mean the period commencing on the Effective Date and ending on December 31, 1989 and each subsequent calendar year. 2.46 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 Affiliated Company with respect to which he is compensated or entitled to compensation by the Sponsor or Affiliated Company. Unless the Sponsor shall expressly determine otherwise and except as is expressly provided otherwise in this Plan, an Employee shall not, for the purpose of determining his Reemployment Commencement Date, be deemed to have commenced employment with an Affiliated Company prior to the effective date on which such entity becomes an Affiliated Company. 2.47 Rollover Account. "Rollover Account" of a Participant shall be his individual account in the Trust Fund in which are held rollover contributions made pursuant to Section 4.8. 2.48 Severance. "Severance" shall mean the termination of an Employee's employment with the Sponsor or Affiliated Company by reason of such Employee's quit, discharge, Disability, death, retirement, or otherwise. For purposes of determining whether an Employee has incurred a Severance, the following rules shall apply: (a) An Employee shall not be deemed to have incurred a Severance (i) because of his absence from employment with the Sponsor or Affiliated Company by reason of any paid vacation or holiday period, or (ii) by reason of any Leave of Absence, subject to the provisions of Paragraph (b) below. (b) For purposes of this Plan, an Employee shall be deemed to have incurred a Severance on the earlier of (i) the date on which he dies, resigns, is discharged, or otherwise terminates his employment with the Sponsor or Affiliated Company; or (ii) the date on which he is scheduled to return to work after the expiration of an approved Leave of Absence, if he does not in fact return to work on the scheduled expiration date of such Leave. In no event shall an Employee's Severance be deemed to have occurred before the last day on which such Employee performs any services for the Sponsor or Affiliated Company in the capacity of an 12

Employee with respect to which he is compensated or entitled to compensation by the Sponsor or Affiliated Company. (c) Notwithstanding the foregoing, in the case of a Participant who is absent by reason of a Maternity or Paternity Leave, the provisions of Section 2.38(c)-(d) shall apply for purposes of determining whether such a Participant has incurred a Break in Service by reason of such Leave. 2.49 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 said Severance as determined in accordance with the provisions of Section 2.48, provided, however, that the special rules set forth under Section 2.38(c)-(d) shall apply with respect to determining whether a Participant on a Maternity or Paternity Leave has incurred a Break in Service. In the case of any Employee who incurs a Severance as provided under Section 2.48 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 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 this Plan. 2.50 Sharing Deposits. "Sharing Deposits" of a Participant shall mean his/her Deposits (whether Before Tax or After Tax) not in excess of five percent (5%) of Compensation. Sharing Deposits shall participate in allocations of Company Contributions and Forfeitures. For the Plan Year beginning on the Effective Date and ending December 31, 1989, deposits made to the SmithKline Beckman Savings and Incentive Plan and compensation earned while participating in such plan by any Participant for the period beginning January 1, 1989 and ending on the Effective Date shall be included in Deposits and Compensation under this Plan solely for the purpose of determining Sharing Deposits in such Plan Year. 2.51 Sponsor. "Sponsor" shall mean Allergan, Inc., a Delaware Corporation, and any successor corporation or entity. 2.52 Stock Credit Account. "Stock Credit Account" shall mean a Participant's individual account in the Trust Fund attributable to amounts transferred from such Participant's PAYSOP account in the SmithKline Beckman Savings and Investment Plan to this Plan, if any. 2.53 Trust and Trust Fund. "Trust" or "Trust Fund" shall mean the one or more trusts created for funding purposes under the Plan. 2.54 Trustee. "Trustee" shall mean the individual or entity acting as a trustee of the Trust Fund. 2.55 Reserved for Future Modifications. 2.56 Reserved for Future Modifications. 2.57 Valuation Date. "Valuation Date" shall mean the date as of which the Trustee shall determine the value of the assets in the Trust Fund for purposes of determining the value of each Account, which shall be each business day in accordance with rules applied in a consistent and uniform basis. For periods prior to March 1, 1995, the date shall be the latest day of each calendar month. 13

2.58 415 Suspense Account. "415 Suspense Account" shall mean the account (if any) established and maintained in accordance with the provisions of Article XIII for the purpose of holding and accounting for allocations of excess Annual Additions (as defined in Article XIII). 14

ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 Participation. (a) Each Eligible Employee shall be eligible to participate in the Plan upon the first day of the calendar month ("Eligibility Date") coincident with or immediately following the Employee's Employment Commencement Date. (b) Each Eligible Employee's employment with the Company terminates (i) after satisfaction of the requirements of Paragraph (a), above, but prior to his/her Eligibility Date, or (ii) after the Employee has become a Participant in the Plan, the Employee shall become eligible to participate in the Plan immediately upon his/her Reemployment Commencement Date. 3.2 Participants in Prior Plans. Any Employee who was eligible to participate in the SmithKline Beckman Savings and Investment Plan on the day preceding the Spin-Off Date (as that term is defined in Section 1.2), shall automatically be eligible to participate in the Plan on the Effective Date, provided he/she is an Eligible Employee on that date. 3.3 Participation in Plan Prior to March 1, 1995. Notwithstanding Section 3.1(a) above, prior to March 1, 1995, each Eligible Employee shall be eligible to participate in the Plan upon the first day of the calendar month ("Eligibility Date") coincident with or immediately following the completion of six (6) months of Credited Service. 15

ARTICLE IV PARTICIPANT DEPOSITS 4.1 Election. (a) Each Eligible Employee may elect to defer the receipt of a portion of his/her Compensation and to have the deferred amount contributed directly by the Company to the Plan as Before Tax Deposits. Before Tax Deposits may be made only by means of payroll deduction. (b) Each Eligible Employee may elect to contribute to the Plan a portion of his/her Compensation as After Tax Deposits. After Tax Deposits may be made only by means of payroll deduction. (c) The Committee shall prescribe such procedures, either in writing or in practice, and provide such forms as are necessary or appropriate for each Participant and each Eligible Employee who will become a Participant to make deposits pursuant to this Article IV. However, an election by a Participant shall not be adopted retroactively. 4.2 Amount Subject to Election. (a) Participants may elect to contribute a whole percentage of his/her Compensation to the Plan as Before Tax Deposits not to exceed ten percent (10%) and, when aggregated with the After Tax Deposits contributed by such Participant pursuant to Paragraph (b) below, not to exceed fifteen percent (15%). Notwithstanding the foregoing, no Participant shall be permitted to make Before Tax Deposits to the Plan during any calendar year in excess of $7,000, or such larger amount as may be determined by the Secretary of the Treasury pursuant to Code Section 402(g)(2), or which exceed the limitations set forth in Section 4.3. For purposes of the dollar limitation, the Before Tax Deposits of a Participant for any taxable year is the sum of all Before Tax Deposits under the Plan and all salary reduction amounts under any other qualified cash or deferred arrangement (as defined in Code Section 401(k)), a simplified employee pension (as defined in Code Section 408(k) and Code Section 402(h)(1)(B)), a deferred compensation plan under Code Section 457, a trust described in Code Section 501(c)(18) and any salary reduction amount used to purchase an annuity contract under Code Section 403(b) whether or not sponsored by the Company but shall not include any amounts properly distributed as excess annual additions. (b) Each Participant may elect to contribute a whole percentage of his/her Compensation to the Plan as After Tax Deposits not to exceed fifteen percent (15%) when aggregated with the amount of his/her Before Tax Deposits. Notwithstanding the foregoing, no Participant shall be permitted to make After Tax Deposits to the Plan during any Plan Year which exceed the limitations set forth in Section 6.13. (c) The Committee shall prescribe such procedures, either in writing or in practice, as it deems necessary or appropriate regarding the maximum amount that a Participant may elect to defer and the timing of such an election. These procedures shall apply to all individuals eligible to make an election described in Section 4.1. The Committee may, at any time during a Plan Year, require the suspension, reduction, or recharacterization of Before Tax Deposits or the suspension or reduction of After Tax Deposits of any Highly Compensated Employee such that the limitations of Section 4.2(a) and (b) are satisfied. 16

4.3 Limitation on Compensation Deferrals. With respect to each Plan Year, Compensation Deferral Contributions by a Participant for the Plan Year shall not exceed the limitation on contributions by or on behalf of Highly Compensated Participants under Section 401(k) of the Code, as provided in this Section. In the event that Compensation Deferral Contributions under this Plan by or on behalf of Highly Compensated Participants exceed the limitations of this Section for any reason, either such excess contributions shall be recharacterized as After Tax Deposits or such excess contributions, adjusted for any income or loss allocable thereto, shall be returned to the Participant, as provided in Section 4.5. (a) The Compensation Deferral Contributions by Participants for a Plan Year shall satisfy the Actual Deferral Percentage Test set forth in (i) below, or, to the extent not precluded by applicable regulations, the alternative Actual Deferral Percentage test set forth in (ii) below: (i) The average Actual Deferral Percentage for the Highly Compensated Participants shall not be more than the average Actual Deferral Percentage of all other Participants multiplied by 1.25, or (ii) The excess of the average Actual Deferral Percentage for the Highly Compensated Participants over the average Actual Deferral Percentage for all other Participants shall not be more than two (2) percentage points (or such lesser percentage as the Secretary of the Treasury shall prescribe to prevent the multiple use of the alternative limitation set forth in this Section 4.3(a)(ii) with respect to any Highly Compensated Participants), and the average Actual Deferral Percentage for the Highly Compensated Participants shall not be more than the average Actual Deferral Percentage of all other Participants multiplied by 2.0. (iii) In the event the test under (i) above cannot be satisfied, the Committee shall determine if the use of the alternative test under (ii) above is available under regulations relating to the multiple use of the alternative limitation, as prescribed by the Secretary of the Treasury under Code Section 401(m)(2)(A). If the Committee determines that the alternative test is not available, either the Actual Deferral Percentage or the Average Contribution Percentage (as defined in Section 6.13) for Highly Compensated Participants eligible to participate in this Plan and a plan of the Company or an Affiliated Company that is subject to the limitations of Section 401 (k) and (m) of the Code including, if applicable, this Plan, shall be reduced in accordance with, and to the extent necessary to satisfy, the requirements of regulations issued under Code Section 401(m). (b) Notwithstanding any other provisions of this Plan, for the purposes of the limitations of this Section 4.3 and Section 4.6 only, the following definitions shall apply: (i) "Actual Deferral Percentage" shall mean, with respect to the group of Highly Compensated Participants and the group of all other Participants for a Plan Year, the ratio, calculated separately for each Participant in such group, of the amount of the Participant's Compensation Deferral Contribution for such Plan Year, to such Participant's Compensation for such Plan Year, in accordance with regulations prescribed by the Secretary of the Treasury under Code Section 401(k). To the extent determined by the Committee and in accordance with regulations issued by the Secretary of the Treasury, qualified nonelective contributions on behalf of a Participant that satisfy the requirements of Code Section 401(k)(3)(c)(ii) may also be taken into account for the purpose of determining the Actual Deferral Percentage of such 17

Participant. For purposes of computing the Actual Deferral Percentage, an Eligible Employee who would be a Participant but for the failure to make Before Tax Deposits shall be treated as a Participant on whose behalf no Before Tax Deposits are made. (ii) "Highly Compensated Participant" shall mean for any Plan Year any Participant who is a Highly Compensated Employee. (iii) "Participant" shall mean any Eligible Employee who satisfied the requirements under Section 3.1 during the Plan Year, whether or not such Eligible Employee has elected to contribute to the Plan for such Plan Year. (iv) "Compensation Deferral Contributions" shall mean amounts contributed to the Plan by a Participant as Before Tax Deposits pursuant to Section 4.2(a), including excess Before Tax Deposits (as defined in Section 4.4(a)) of Highly Compensated Participants but excluding (1) excess Before Tax Deposits of all other Participants that arise solely from Before Tax Deposits made under this Plan or plans of the Company, (2) Before Tax Deposits that are taken into account in the Average Contribution Percentage test (as defined in Section 6.13) provided that the Actual Deferral Percentage test is satisfied both with and without exclusions of these Before Tax Deposits, and (3) any deferrals properly distributed as excess Annual Additions. Compensation Deferral Contributions may include, at the election of the Company, any Company Contributions which meet the requirements for such inclusion under Code Section 401(k)(3)(C). (v) "Compensation" shall mean compensation as described below: (1) Compensation means compensation determined by the Company in accordance with the requirements of Code Section 414(s) and the Regulations thereunder. (2) For purposes of this Section 4.3, Compensation may, at the Company's election, include amounts which are excludable from a Participant's gross income under Code Section 125 (pertaining to cafeteria plans) and Code Section 402(e)(3) (pertaining to 401(k) salary reductions). The Company may change its election provided such change does not discriminate in favor of Highly Compensated Employees. (3) Compensation taken into account for any Plan Year shall not exceed $150,000 as adjusted at the time and in such manner as permitted under Code Section 401(a)(17)(B). Notwithstanding the foregoing, for Plan Years beginning before January 1, 1994, 414(s) Compensation as defined under Code Section 414(s) taken into account for any Plan Year shall not exceed $200,000 as adjusted in such manner as permitted under Code Section 415(d) and shall be determined as of the first day of such Plan Year. (c) In the event that as of the last day of a Plan Year this Plan satisfies the requirements of Sections 401(k), 401 (a)(4) or 410(b) of the Code only if aggregated with one or more other plans which include arrangements under Code Section 401(k), then this Section 4.3 shall be applied by determining the Actual Deferral Percentages of Participants as if all such plans were a single plan, in accordance with regulations prescribed by the Secretary of the 18

Treasury under Section 401(k) of the Code. Plans may be considered one plan for purposes of satisfying Section 401(k) only if they have the same Plan Year. (d) For the purposes of this Section 4.3, the "Actual Deferral Percentage" for any Highly Compensated Participant who is a Participant under two or more Code Section 401(k) arrangements of the Company shall be determined by taking into account the Highly Compensated Participant's compensation under each such arrangement and contributions under each such arrangement which qualify for treatment under Code Section 401(k), in accordance with regulations prescribed by the Secretary of the Treasury under Section 401(k) of the Code. If the arrangements have different Plan Years, this subsection shall be applied by treating all such arrangements ending with or within the same calendar year as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate plans if mandatorily disaggregated pursuant to Regulations under Code Section 401(k). (e) If a Participant is a Five Percent Owner as defined in Section 14.2(b) or a Highly Compensated Employee in the group consisting of the ten (10) Highly Compensated Employees paid the greatest Compensation during the Determination Year or Look Back Year, the Actual Deferral Percentage for such Participant shall be determined by combining the Compensation Deferral Contributions and Compensation of the Participant and all eligible family members as defined in Section 2.34(b)(vi). The family members of such Participant shall be disregarded as separate employees in determining the Actual Deferral Percentage for the Highly Compensated Participants and all other Participants. (f) For purposes of the Actual Deferral Percentage test, Compensation Deferral Contributions must be made before the last day of the twelve-month period immediately following the Plan Year to which such contributions relate. (g) The determination and treatment of Compensation Deferral Contributions and the Actual Deferral Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. (h) The Committee shall keep or cause to have kept such records as are necessary to demonstrate that the Plan satisfies the requirements of Code Section 401(k) and (m) and the regulations thereunder, in accordance with regulations prescribed by the Secretary of the Treasury. 4.4 Provisions for Return of Excess Before Tax Deposits Over $7,000. (a) In the event that due to error or otherwise, an amount of a Participant's Compensation in excess of the $7,000 limitation (after application of any necessary adjustment) described in Section 4.2(a) is deferred under this Plan in any calendar year pursuant to such Participant's Compensation deferral agreement (but without regard to amounts deferred under any other plan) the excess Before Tax Deposits, if any, together with income allocable to such amount shall be returned to the Participant (after withholding applicable federal, state and local taxes due on such amounts) on or before the first April 15 following the close of the calendar year in which such excess contribution is made; provided, however, if there is a loss allocable to the excess Before Tax Deposits, the amount distributed shall be the amount of the excess as adjusted to reflect such loss. Any Company Contributions allocated to the Participant's Sharing Deposits pursuant to Section 6.4(b) which are attributable to any excess Before Tax Deposits by a Participant, and any income or loss allocable to such Company Contributions, shall either be returned to the Company or applied to reduce future Company Contributions by the Company. 19

(b) The amount of income or loss attributable to any excess Before Tax Deposits described in Paragraph (a) above shall be equal to the sum of the following: (i) The income or loss allocable to the Participant's Before Tax Deposits Account for the Plan Year multiplied by a fraction, the numerator of which is the excess Before Tax Deposits as determined under Paragraph (a) above, and the denominator of which is the balance of the Participant's Before Tax Deposits Account as of the last day of the Plan Year, without regard to any income or loss allocable to such Account during the Plan Year; and (ii) The amount of allocable income or loss for the Gap Period using the "safe harbor" method set forth in regulations prescribed by the Secretary of the Treasury under Code Section 402(g). Under the "safe harbor" method, such allocable income or loss is equal to 10% of the amount calculated under Section 4.4(b)(i) above, multiplied by the number of calendar months from the last day of the Plan Year until the date of distribution of the Participant's excess Before Tax Deposits. A distribution on or before the 15th of the month is treated as made on the last day of the preceding month, a distribution after the 15th of the month is treated as made on the first day of the next month. (c) For the purpose of this Section 4.4, "Gap Period" shall mean the period between the last day of the Plan Year and the date of distribution of any excess Before Tax Deposits. (d) In accordance with procedures as may be established, either in writing or in practice, by the Committee, not later than March 1 of a calendar year a Participant may submit a claim to the Committee in which he certifies in writing the specific amount of his Before Tax Deposits for the preceding calendar year which, when added to amounts deferred for such calendar year under other plans or arrangements described in Section 401(k), 408(k) or 403(b) of the Code, will cause the Participant to exceed the $7,000 limitation as described in Section 4.2(a) for such preceding calendar year. Notwithstanding the amount of the Participant's Before Tax Deposits under the Plan for such preceding calendar year, the Committee shall treat the amount specified by the Participant in his claim as a Before Tax Deposit in excess of the $7,000 limitation (after application of any necessary adjustment) for such calendar year and return it to the Participant in accordance with Section 4.4(a) above. A Participant is deemed to notify the Committee of any excess Before Tax Deposits that arise by taking into account only those Before Tax Deposits made to this Plan and other plans of the Company. (e) Any Before Tax Deposits in excess of the $7,000 limitation (after application of any necessary adjustment) described in Section 4.2(a) which are distributed to a Participant in accordance with this Section, shall to the extent required by regulations issued by the Secretary of the Treasury be treated as Annual Additions under Article XIII for the Plan Year for which the excess Before Tax Deposits were made, unless such amounts are distributed no later than the first April 15th following the close of the Participant's taxable year. (f) The Committee shall not be liable to any Participant (or his/her Beneficiary, if applicable) for any losses caused by a mistake in calculating the amount of any Participant's excess Before Tax Deposits or the income or losses attributable thereto. 20

4.5 Provision for Recharacterization or Return of Excess Deferrals by Highly Compensated Participants. The provisions of this Section 4.5 shall be applied after implementation of the provisions of Section 4.4. (a) The Committee shall determine in accordance with the procedures set forth in Section 4.3, as soon as is reasonably possible following the close of each Plan Year, the extent (if any) to which deferral treatment under Code Section 401(k) may not be available for Compensation Deferral Contributions on behalf of any Highly Compensated Participants. If, pursuant to these determinations by the Committee, a Highly Compensated Participant's Compensation Deferral Contributions are not eligible for tax- deferral treatment then, as determined by the Committee, either (1) any excess Compensation Deferral Contributions shall be recharacterized as After Tax Deposits in accordance with regulations issued under Code Section 401(k), or (2) any excess Compensation Deferral Contributions together with any income or loss allocable thereto shall be returned to the Highly Compensated Participant (after withholding applicable federal, state, and local taxes due on such amounts). Such return or recharacterization shall be made within the first two and one-half (2-1/2) months following the close of the Plan Year for which such excess deferrals were made, provided however, that if any excess deferrals and income or loss allocable thereto are, due to error or otherwise, not returned by such date, such amounts as are required to be returned shall be returned not later than the end of the first Plan Year following the Plan Year for which such excess deferrals were made. (b) For purposes of satisfying the Actual Deferral Percentage test of Section 4.3(a), the amount of any excess Compensation Deferral Contributions by a Highly Compensated Participant shall be determined by the Committee by application of the leveling method set forth in Treasury Regulation Section 1.401(k)-1(f)(2) under which the Deferral Percentage of the Highly Compensated Participant who has the highest such percentage for such Plan Year is reduced to the extent required (i) to enable the Plan to satisfy the Actual Deferral Percentage test, or (ii) to cause such Highly Compensated Participant's Deferral Percentage to equal the Deferral Percentage of the Highly Compensated Participant with the next highest Deferral Percentage. The process shall be repeated until the Plan satisfies the Actual Deferral Percentage test. For each Highly Compensated Participant, the amount of excess Compensation Deferral Contributions shall be equal to the total Compensation Deferral Contributions made or deemed to be made by such Highly Compensated Participant (determined prior to the application of the foregoing provisions of this Paragraph (b)) minus the amount determined by multiplying the Highly Compensated Participant's Deferral Percentage (determined after application of the foregoing provisions of this Paragraph (b)) by his Compensation. (c) The Determination and correction of excess Compensation Deferral Contributions of a Highly Compensated Participant whose Actual Deferral Percentage must be determined under the family aggregation rules referenced in Section 4.3(e) shall be allocated among the family members in proportion to the Compensation Deferral Contributions of each family member that is combined to determine the combined Actual Deferral Percentage. (d) The amount of income or loss attributable to any excess Compensation Deferral Contributions by a Highly Compensated Participant for a Plan Year shall be equal to the sum of the following: (i) The income or loss allocable to the Highly Compensated Participant's Compensation Deferral Contribution Accounts for the Plan Year multiplied by a fraction, the numerator of which is the excess Compensation Deferral Contribution as 21

determined under Section 4.3, and the denominator of which is the balance of the Highly Compensated Participant's Compensation Deferral Contribution Accounts as of the last day of the Plan Year without regard to any income or loss allocable to such Accounts during the Plan Year; and (ii) The amount of allocable income or loss for the Gap Period using the "safe harbor" method set forth in the regulations prescribed by the Secretary of the Treasury under Code Section 401(k). Under the "safe harbor" method, such allocable income or loss is equal to 10% of the amount calculated under Section 4.5(d)(i) above, multiplied by the number of calendar months from the last day of the Plan Year until the date of distribution of the Participant's excess Compensation Deferral Contribution. A distribution on or before the 15th of the month is treated as made on the last day of the preceding month, a distribution after the 15th of the month is treated as made on the first day of the next month. (e) For the purpose of this Section 4.5 the following shall apply: (i) "Compensation Deferral Contribution Accounts" shall mean the Participant's Before Tax Deposits Account and shall mean any other accounts of the Participant to which Company Contributions have been allocated where such Company Contributions have been included as Compensation Deferral Contributions pursuant to Section 4.3(b)(iv). (ii) "Gap Period" shall mean the period beginning with the last day of the Plan Year and the date of distribution of any excess Compensation Deferral Contributions. (f) For purposes of this Section, the amount of Compensation Deferral Contributions by a Participant who is not a Highly Compensated Participant for a Plan Year shall be reduced by any Before Tax Deposits which have been distributed to the Participant under Section 4.4, in accordance with regulations prescribed by the Secretary of the Treasury under Section 401(k) of the Code. (g) In the event that the Committee determines that an amount to be deferred pursuant to the Compensation deferral agreement provided in Section 4.1 would cause the Company contributions under this and any other taxqualified retirement plan maintained by the Company to exceed the applicable deduction limitations contained in Code Section 404, or to exceed the maximum Annual Addition determined in accordance with Article XIII, the Committee may treat such amount in accordance with the rules set forth above in Section 4.5(a). (h) The Committee shall not be liable to any Participant (or his/her Beneficiary, if applicable) for any losses caused by a mistake in calculating the amount of any Participant's excess Compensation Deferral Contribution or the income or losses attributable thereto. (i) To the extent required by regulations under Section 401(k) or 415 of the Code, any excess Compensation Deferral Contributions with respect to a Highly Compensated Participant shall be treated as Annual Additions under Article XIII for the Plan Year for which the excess Compensation Deferral Contributions were made, notwithstanding the distribution of such excess in accordance with the provisions of this Section. 22

4.6 Termination of, Change in Rate of, or Resumption of Deferrals. (a) A Participant shall be limited to changing the rate or form of investment of Before Tax Deposits or After Tax Deposits to once a month, in 1% increments, (once in any three (3) month period prior to March 1, 1995). Notwithstanding the foregoing, a Participant shall change the rate of such Deposits as may be required pursuant to Section 4.2. (b) The right of a Participant to make Deposits shall cease during any Period of Severance. (c) Any change in rate or form of investment of Before Tax Deposits or After Tax Deposits made by a Participant pursuant to subparagraph (a) above shall be effective in accordance with the following rules: (1) If the Participant properly notifies the Plan Administrator of such change on or before the fifteenth day of any month (or such later date authorized by the Committee), such change shall be effective on the first day of the following month. (2) If the Participant properly notifies the Plan Administrator after the fifteenth day of any month (or such later date authorized by the Committee) but on or before the last day of such month, such change shall be effective on the first day of the second month following such month. 4.7 Character of Deposits. Before Tax Deposits shall be treated as Company Contributions for purposes of Code Sections 401(k) and 414(h). After Tax Deposits shall not constitute "qualified voluntary employee contributions" under Code Section 219 (relating to the deductibility of those amounts). 4.8 Rollover Contributions. (a) Pursuant to procedures as the Committee may prescribe (either in writing or practice), a Participant may make a Rollover Contribution to the Plan. "Rollover Contribution" shall mean a contribution by a Participant as the result of a distribution from another "qualified trust" (as defined in Code Section 401) which is exempt from tax under Code Section 501, but only if such contribution: (i) Is received by the Committee not later than 60 days after the distribution was received by the Participant; or (ii) Is the result of a trustee-to-trustee transfer of assets between two (2) or more qualified plans, and the transaction satisfies the requirements of Section 12.3; or (iii) Is the result of a transfer of assets from an individual retirement arrangement or annuity (as defined in Code Section 408) and such individual retirement arrangement or annuity was created solely from a distribution or distributions from a qualified plan; or (iv) Is an "Eligible Rollover Distribution". (b) A Rollover Contribution shall not be considered a Participant Deposit. (c) A Participant's Rollover Contribution made pursuant the rules of this Section 4.8 shall be held in a separate Rollover Account for the Employee. This Rollover 23

Account will not share in allocations of Company Contributions or Forfeitures under Section 6.4. 24

ARTICLE V TRUST FUND AND COMPANY CONTRIBUTIONS 5.1 General. All contributions made under the Plan and investments made and property of any kind or character acquired with any such funds or otherwise contributed, and all income, profits, and proceeds derived therefrom, shall be held in Trust and shall be held and administered by the Trustee in accordance with the provisions of the Plan and Trust Agreement. 5.2 Single Trust. Assets of the Trust shall be held in a separate fund which shall consist of the Trust Fund. Individual Participant interests in the Trust Fund shall be reflected in the Accounts maintained for the Participants. Notwithstanding the foregoing, the Trust Fund shall be treated as a single trust for purposes of investment and administration, and nothing contained herein shall require a physical segregation of assets for any fund or for any Account maintained under the Plan. 5.3 Company Contributions. The Company shall contribute to the Plan in accordance with the following rules: (a) Effective March 1, 1995 and subject to the limitations of Article XIII and to the extent that the Company has current or accumulated profits, the Company shall contribute monthly out of current or accumulated profits an amount which, when added to available forfeitures provided under Section 8.2 resulting from the terminations during the month, is equal to: (i) 75% of each Participant's Sharing Deposits for the previous month which are not in excess of two percent (2%) of such Participant's Compensation. (ii) 50% of each Participant's Sharing Deposits for the previous month which are in excess of two percent (2%) of such Participant's Compensation but not in excess of three percent (3%) of such Participant's Compensation. (iii) 25% of each Participant's Sharing Deposits for the previous month which are in excess of three percent (3$) of such Participant's Compensation. In addition to the foregoing, the Company shall contribute an amount sufficient to satisfy the reinstatement and plan expense requirements of Section 6.4(a)(i) and (ii). When a Participant's contributions are suspended pursuant to Section 8.1, no Company Contributions shall be made for such Participant. (b) Prior to March 1, 1995 and subject to the limitations of Article XIII and to the extent that the Company has current or accumulated profits, the Company shall contribute monthly out of current or accumulated profits an amount which, when added to available forfeitures provided under Section 8.2 resulting from terminations during the month, is equal to 50% of each Participant's Sharing Deposits for the previous month plus an amount sufficient to satisfy the reinstatement and plan expense requirements of Section 6.4(a)(i) and (ii). When a Participant's contributions are suspended pursuant to Section 8.1, no Company Contributions shall be made for such Participant. (c) The Board of Directors, acting upon the advice and direction of the Committee, may authorize and direct that the Company Contribution (expressed as a percentage of 25

participants' Sharing Deposits in subparagraph (a) above) be changed from time to time from a minimum of 0% to a maximum of 100%. 5.4 Form of Company Contributions. The Company's contributions to the Trust Fund shall be paid in cash, property, or Company Stock as the Company may from time to time determine. 5.5 Investment of Trust Assets. (a) The manner in which assets of the Trust will be invested shall be chosen by the Committee at its discretion, although the Committee may delegate the management to one or more Investment Managers appointed pursuant to Section 5.16. Notwithstanding the foregoing, all Company Contributions contributed on or after the Effective Date shall be invested in Company Stock except to the extent invested pursuant to Section 5.5(e). Company Contributions made under the SKB Plan and transferred to this Plan shall be invested at the discretion of the Committee. (b) The Committee may establish separate investment funds under the Plan, with each fund representing an investment alternative available to Participants for the investment of their Accounts as provided in Section 5.4(c) and (d) below. Each Participant shall have a subaccount under the Plan corresponding to the Participant's interest which is allocated to each investment fund. Each such subaccount may be valued separately. The Committee may, at its discretion, establish alternative investment funds or eliminate any previously established funds, including but not limited to the following types of investment funds: (i) The Interest Income Fund investing in group annuity contracts with major insurance companies. (ii) The Balanced Fund investing in common stocks, bonds, government securities and similar types of investments. (iii) The Equity Fund investing in a mutual fund which may invest in equity securities, bonds, preferred stocks, and interest-bearing cash investments. (iv) The Company Stock Fund consisting exclusively of Company Stock. Notwithstanding the establishment of separate investment funds, up to one hundred percent (100%) of the assets of the Plan may be invested in Company Stock. (c) A Participant may elect the investment fund to which his or her Before Tax Deposits or After Tax Deposits are invested under the Plan or may change such elections pursuant to Section 4.6(a). Such elections shall be limited to the investment funds currently offered by the Committee and currently available to Participants pursuant to Paragraph (b) above. A Participant shall effect such an election by properly completing and submitting the form authorized by the Committee for this purpose. (d) Once a month (once in any 3 month period prior to March 1, 1995), a Participant may elect to transfer amounts accrued in such Participant's Before Tax Deposits Account, After Tax Deposits Account, or Rollover Account among any of the investment funds currently offered by the Committee and currently available to the Participant, provided, however, the total amount transferred shall be in increments of 1% of the amount accrued in such accounts. A Participant shall effect such a transfer by properly completing and submitting the application 26

authorized by the Committee for this purpose, or in such manner authorized by the Committee. Such a transfer shall occur no later than the first day of the month following the month in which such application or other authorized request for transfer is deemed perfected. An application for transfer shall be deemed perfected in a month if such application is properly completed and submitted to the Plan Administrator on or before the fifteenth day of such month (or such later date authorized by the Committee), otherwise such application shall be deemed perfected in the following month. (e) Notwithstanding the requirement of Paragraph (a) above that all Company Contributions be invested in the Company Stock Fund, any Participant who is an Employee of the Company on or after the date he or she attains age 55 may elect that (i) all amounts allocated to his or her Company Contribution Account which are held in the Company Stock Fund and (ii) all future Company Contributions that may be allocated to his or her Company Contribution Account, be invested in any of the investment funds currently offered by the Committee and currently available to the Participant. A Participant shall make any election, and may change any election, at such times and in accordance with the requirements imposed by Section 5.5(c) and (d) above. (f) A Participant's Stock Credit Account shall remain invested in the Company Stock Fund until such time as the Participant's Stock Credit Account is distributed pursuant to Sections 8.2 or 8.3. (g) Amounts invested in any one of the investment funds shall not share in gains and losses experienced by any other fund. (h) Notwithstanding the establishment of separate investment funds within the Trust, the Trust shall at all times constitute a single trust. 5.6 Reserved for Future Modifications. 5.7 Irrevocability. The Company shall have no right or title to, nor interest in, the contributions made to the Trust Fund, and no part of the Trust Fund shall revert to the Company except that on or after the Effective Date funds may be returned to the Company as follows: (a) In the case of a Company Contribution which is made by a mistake of fact, at the Company's written request that contribution may be returned to the Company within one (1) year after it is made. (b) All Company Contributions to the Trust are hereby conditioned upon the Plan satisfying all of the requirements of Code Section 401(a). If the Plan does not qualify, at the Company's written election the Plan may be revoked and all such contributions may be returned to the Company within one year after the date of Internal Revenue Service denial of the qualification of the Plan. Upon such a revocation the affairs of the Plan and Trust shall be terminated and wound up as the Company shall direct. (c) All Company Contributions to the Plan are conditioned upon the deductibility of those contributions under Code Section 404. To the extent a deduction is disallowed, at the Company's written request the contribution may be returned to the Company within one year after the disallowance. 27

(d) In the event that the Plan is terminated when there are amounts remaining in the Suspense Account, the excess funds may revert to the Company to the extent provided in Section 13.7. 5.8 Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund. (a) The Company, Committee, and the Trustee shall not be liable or responsible for the adequacy of the Trust Fund to meet and discharge any or all payments and liabilities hereunder. All Plan benefits will be paid only from the Trust assets, and neither the Company, the Committee nor the Trustee shall have any duty or liability to furnish the Trust with any funds, securities or other assets except as expressly provided in the Plan. (b) Except as required under the Plan or Trust or under Part 4 of Subtitle B of Title I of ERISA, the Company shall not be responsible for any decision, act or omission of the Trustee, the Committee, or the Investment Manager (if applicable), and shall not be responsible for the application of any moneys, securities, investments or other property paid or delivered to the Trustee. 5.9 Certain Offers for Company Stock. Notwithstanding any other provision of this Plan to the contrary, in the event an offer shall be received by the Trustee (including but not limited to a tender offer or exchange offer within the meaning of the Securities Exchange Act of 1934, as from time to time amended and in effect) to acquire any or all shares of Company Stock held by the Trust (an "Offer"), the discretion or authority to sell, exchange or transfer any of such shares shall be determined in accordance with the following rules: (a) The Trustee shall have no discretion or authority to sell, exchange or transfer any of such stock pursuant to such Offer except to the extent, and only to the extent, that the Trustee is timely directed to do so in writing by each Participant with respect to any of such shares that are allocated to such Participant's Accounts. Upon timely receipt of such instructions, the Trustee shall, subject to the provisions of Paragraphs (c) and (m) of this Section, sell, exchange or transfer pursuant to such Offer, only such shares as to which such instructions were given. The Trustee shall use its best efforts to communicate or cause to be communicated to each Participant the consequences of any failure to provide timely instructions to the Trustee. In the event, under the terms of an Offer or otherwise, any shares of Company Stock tendered for sale, exchange or transfer pursuant to such Offer may be withdrawn from such Offer, the Trustee shall follow such instructions respecting the withdrawal of such securities from such Offer in the same manner and the same proportion as shall be timely received by the Trustee from the Participants entitled under this Paragraph to give instructions as to the sale, exchange or transfer of securities pursuant to such Offer. (b) In the event that an Offer for fewer than all of the shares of Company Stock held by the Trustee in the Trust shall be received by the Trustee, each Participant shall be entitled to direct the Trustee as to the acceptance or rejection of such Offer (as provided by Paragraph (a) of this Section) with respect to the largest portion of such Company Stock as may be possible given the total number or amount of shares of Company Stock the Plan may sell, exchange or transfer pursuant to the Offer based upon the instructions received by the Trustee from all other Participants who shall timely instruct the Trustee pursuant to this Paragraph to sell, exchange or transfer such shares pursuant to such Offer, each on a pro rata basis in 28

accordance with the maximum number of shares each such Participant would have been permitted to direct under Paragraph (a) had the Offer been for all shares of Company Stock held in the trust. (c) In the event an Offer shall be received by the Trustee and instructions shall be solicited from Participants in the Plan pursuant to Paragraph (a) of this Section regarding such Offer, and prior to termination of such Offer, another Offer is received by the Trustee for the securities subject to the first Offer, the Trustee shall use its best efforts under the circumstances to solicit instructions from the Participants to the Trustee (i) with respect to securities tendered for sale, exchange or transfer pursuant to the first Offer, whether to withdraw such tender, if possible, and, if withdrawn, whether to tender any securities so withdrawn for sale, exchange or transfer pursuant to the second Offer and (ii) with respect to securities not tendered for sale, exchange or transfer pursuant to the first Offer, whether to tender or not to tender such securities for sale, exchange or transfer pursuant to the second Offer. The Trustee shall follow all such instructions received in a timely manner from Participants in the same manner and in the same proportion as provided in Paragraph (a) of this Section. With respect to any further Offer for any Company Stock received by the Trustee and subject to any earlier Offer (including successive Offers from one or more existing offerors), the Trustee shall act in the same manner as described above. (d) With respect to any Offer received by the Trustee, the Trustee shall distribute, at the Company's expense, copies of all relevant material including but not limited to material filed with the Securities and Exchange Commission with such Offer or regarding such Offer, and shall seek confidential written instructions from each Participant who is entitled to respond to such Offer pursuant to Paragraphs (a) or (b). The identities of Participants, the amount of Company Stock allocated to their Accounts, and the Compensation of each Participant shall be determined from the list of Participants delivered to the Trustee by the Committee which shall take all reasonable steps necessary to provide the Trustee with the latest possible information. (e) The Trustee shall distribute and/or make available to each Participant who is entitled to respond to an Offer pursuant to Paragraph (a), (b), or (c) an instruction form to be used by each such Participant who wishes to instruct the Trustee. The instruction form shall state that (i) if the Participant fails to return an instruction form to the Trustee by the indicated deadline, the Company Stock with respect to which heor she is entitled to give instructions will not be sold, exchanged or transferred pursuant to such Offer, (ii) the Participant will be a named fiduciary (as described in Paragraph (j) below) with respect to all shares for which he or she is entitled to give instructions, and (iii) the Company acknowledges and agrees to honor the confidentiality of the Participant's instructions to the Trustee. (f) Each Participant may choose to instruct the Trustee in one of the following two ways: (i) not to sell, exchange or transfer any shares of Company Stock for which he is entitled to give instructions, or (ii) to sell, exchange or transfer all Company Stock for which heor she is entitled to give instructions. The Trustee shall follow up with additional mailings and postings of bulletins, as reasonable under the time constraints then prevailing, to obtain instructions from Participants not otherwise responding to such requests for instructions. Subject to Paragraph (c), the Trustee shall then sell, exchange or transfer shares according to instructions from Participants, except that shares for which no instructions are received shall not be sold, exchanged or transferred. (g) The Company shall furnish former Participants who have received distributions of Company Stock so recently as to not be shareholders of record with the information given to 29

Participants pursuant to Paragraphs (d), (e), and (f) of this Section. The Trustee is hereby authorized to sell, exchange or transfer pursuant to an Offer any such Company Stock in accordance with appropriate instructions from such former Participants. (h) Neither the Committee nor the Trustee shall express any opinion or give any advice or recommendation to any Participant concerning the Offer, nor shall they have any authority or responsibility to do so. The Trustee has no duty to monitor or police the party making the Offer; provided, however, that if the Trustee becomes aware of activity which on its face reasonably appears to the Trustee to be materially false, misleading, or coercive, the Trustee shall demand promptly that the offending party take appropriate corrective action. If the offending party fails or refuses to take appropriate corrective action, the Trustee shall communicate with affected Participants in such manner as it deems advisable. (i) The Trustee shall not reveal or release a Participant's instructions to the Company, its officers, directors, employees, or representatives. If some but not all Company Stock held by the Trust is sold, exchanged, or transferred pursuant to an Offer, the Company, with the Trustee's cooperation, shall take such action as is necessary to maintain the confidentiality of Participant's records including, without limitation, establishment of a security system and procedures which restrict access to Participant records and retention of an independent agent to maintain such records. If an independent record keeping agent is retained, such agent must agree, as a condition of its retention by the Company, not to disclose the composition of any Participant Accounts to the Company, its officers, directors, employees, or representatives. The Company acknowledges and agrees to honor the confidentiality of Participants' instructions to the Trustee. (j) Each Participant shall be a named fiduciary (as that term is defined in ERISA Section 402(a)(2)) with respect to Company Stock allocated to his or her Accounts under the Plan solely for purposes of exercising the rights of a shareholder with respect to an Offer pursuant to this Section 5.9 and voting rights pursuant to Section 5.10. (k) Reserved for future plan modifications. (l) To the extent that an Offer results in the sale of Company Stock in the Trust, the Committee shall instruct the Trustee as to the investment of the proceeds of such sale. (m) In the event a court of competent jurisdiction shall issue to the Plan, the Company or the Trustee an opinion or order, which shall, in the opinion of counsel to the Company or the Trustee, invalidate, in all circumstances or in any particular circumstances, any provision or provisions of this Section regarding the determination to be made as to whether or not Company Stock held by the Trustee shall be sold, exchanged or transferred pursuant to an Offer or cause any such provision or provisions to conflict with securities laws, then, upon notice thereof to the Company or the Trustee, as the case may be, such invalid or conflicting provisions of this Section shall be given no further force or effect. In such circumstances the Trustee shall have no discretion as to whether or not Company Stock held in the Trust shall be sold, exchanged, or transferred unless required under such order or opinion, but shall follow instructions received from Participants, to the extent such instructions have not been invalidated by such order or opinion. To the extent required to exercise any residual fiduciary responsibility with respect to such sale, exchange or transfer, the Trustee shall take into account in exercising its fiduciary judgment, unless it is clearly imprudent to do so, directions timely received from Participants, as such directions are most indicative of what action is in the best interests of Participants. Further, the Trustee, in addition to taking into consideration any 30

relevant financial factors bearing on any such decision, shall take into consideration any relevant nonfinancial factors, including, but not limited to, the continuing job security of Participants as employees of the Sponsor or any Affiliated Company, conditions of employment, employment opportunities and other similar matters, and the prospect of the Participants and prospective Participants for future benefits under the Plan. 5.10 Voting of Company Stock. Notwithstanding any other provision of the Plan to the contrary, the Trustee shall have no discretion or authority to vote Company Stock held in the Trust on any matter presented for a vote by the stockholders of the Company except in accordance with timely directions received by the Trustee from either the Committee or Participants, depending on who has the right to direct the voting of such stock as provided in the following provisions of this Section 5.10. (a) (1) All Company Stock held in the Trust Fund shall be voted by the Trustee as the Committee directs in its absolute discretion, except as provided in this Section 5.10(a). (2) If the Sponsor has a registration-type class of securities (as defined in Section 409(e)(4) of the Code), then with respect to all corporate matters, each Participant shall be entitled to direct the Trustee as to the voting of all Company Stock allocated and credited to his Accounts. (3) If the Sponsor does not have a registration-type class of securities (as defined in Section 409(e)(4) of the Code), then only with respect to such matters as the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of trade or business, or such similar transactions as may be prescribed in Treasury Regulations, each Participant shall be entitled to direct the Trustee as to the voting of all Company Stock allocated and credited to the his Accounts. (b) All Participants entitled to direct such voting shall be notified by the Sponsor, pursuant to its normal communications with shareholders, of each occasion for the exercise of such voting rights within a reasonable time before such rights are to be exercised. Such notification shall include all information distributed to shareholders either by the Sponsor or any other party regarding the exercise of such rights. Such Participants shall be so entitled to direct the voting of fractional shares (or fractional interests in shares), provided, however, that the Trustee may, to the extent possible, vote the combined fractional shares (or fractional interests in shares) so as to reflect the aggregate direction of all Participants giving directions with respect to fractional shares (or fractional interests in shares). To the extent that a Participant shall fail to direct the Trustee as to the exercise of voting rights arising under any Company Stock credited to his Accounts, such Company Stock shall not be voted. The Trustee shall maintain confidentiality with respect to the voting directions of all Participants. (c) Each Participant shall be a named fiduciary (as that term is defined in ERISA Section 402(a)(2)) with respect to Company Stock for which he has the right to direct the voting under the Plan but solely for the purpose of exercising voting rights pursuant to this Section 5.10 or certain Offers pursuant to Section 5.9. (d) In the event a court of competent jurisdiction shall issue an opinion or order to the Plan, the Company or the Trustee, which shall, in the opinion of counsel to the Company or the Trustee, invalidate under ERISA, in all circumstances or in any particular circumstances, any provision or provisions of this Section regarding the manner in which Company stock held 31

in the Trust shall be voted or cause any such provision or provisions to conflict with ERISA, then, upon notice thereof to the Company or the Trustee, as the case may be, such invalid or conflicting provisions of this Section shall be given no further force or effect. In such circumstances the Trustee shall nevertheless have no discretion to vote Company Stock held in the Trust unless required under such order or opinion but shall follow instructions received from Participants, to the extent such instructions have not been invalidated. To the extent required to exercise any residual fiduciary responsibility with respect to voting, the Trustee shall take into account in exercising its fiduciary judgment, unless it is clearly imprudent to do so, directions timely received from Participants, as such directions are most indicative of what is in the best interests of Participants. Further, the Trustee, in addition to taking into consideration any relevant financial factors bearing on any such decision, shall take into consideration any relevant nonfinancial factors, including, but not limited to, the continuing job security of Participants as employees of the Company or any of its subsidiaries, conditions of employment, employment opportunities and other similar matters, and the prospect of the Participants and prospective Participants for future benefits under the Plan. 5.11 Securities Law Limitation. Neither the Committee nor the Trustee shall be required to engage in any transaction, including without limitation, directing the purchase or sale of Company Stock, which either determines in its sole discretion might tend to subject itself, its members, the Plan, the Company, or any Participant or Beneficiary to a liability under federal or state securities laws. 5.12 Distributions. Money and property of the Trust shall be paid out, disbursed, or applied by the Trustee for the benefit of Participants and Beneficiaries under the Plan in accordance with directions received by the Trustee from the Committee. Upon direction of the Committee, the Trustee may pay money or deliver property from the Trust for any purpose authorized under the Plan. The Trustee shall be fully protected in paying out money or delivering property from the Trust from time to time upon written order of the Committee and shall not be liable for the application of such money or property by the Committee. The Trustee shall not be required to determine or to make any investigation to determine the identity or mailing address of any person entitled to benefits hereunder and shall have discharged its obligation in that respect when it shall have sent checks or other property by first-class mail to such persons at their respective addresses as may be certified to it by the Committee. 5.13 Taxes. If the whole or any part of the Trust, or the proceeds thereof, shall become liable for the payment of any estate, inheritance, income or other tax, charge, or assessment which the Trustee shall be required to pay, the Trustee shall have full power and authority to pay such tax, charge, or assessment out of any moneys or other property in its hands for the account of the person whose interests hereunder are so liable, but at least ten (10) days prior to making any such payment, the Trustee shall mail notice to the Committee of its intention to make such payment. Prior to making any transfers or distributions of any of the Trust, the Trustee may require such releases or other documents from any lawful taxing authority as it shall deem necessary. 5.14 Trustee Records to be Maintained. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder, and all accounts, books, and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company (subject to the provisions of Section 5.9(i)). 5.15 Annual Report of Trustee. Promptly following the close of each Plan Year (or such other period as may be agreed upon between the Trustee and Committee), or promptly after receipt of a written request from the Company, the Trustee shall prepare for the Company a written account 32

which will enable the Company to satisfy the annual financial reporting requirements of ERISA, and which will set forth among other things all investments, receipts, disbursements, and other transactions effected by the Trustee during such Plan Year or during the period from the close of the last Plan Year to the date of such request. Such account shall also describe all securities and other investments purchased and sold during the period to which it refers, the cost of acquisition or net proceeds of sale, the securities and investments held as of the date of such account, and the cost of each item thereof as carried on the books of the Trustee. All accounts so filed shall be open to inspection during business hours by the Company, the Committee, and by Participants and Beneficiaries of the Plan (subject to the provisions of Section 5.9(i)). 5.16 Appointment of Investment Manager. From time to time the Committee, in accordance with Section 9.6 hereof, may appoint one or more Investment Managers who shall have investment management and control over assets of the Trust not invested or to be invested in Company Stock. The Committee shall notify the Trustee of such assets of the appointment of the Investment Manager. In the event more than one Investment Manager is appointed, the Committee shall determine which assets shall be subject to management and control by each Investment Manager and shall also determine the proportion in which funds withdrawn or disbursed shall be charged against the assets subject to each Investment Manager's management and control. As shall be provided in any contract between an Investment Manager and the Committee, such Investment Manager shall hold a revocable proxy with respect to all securities which are held under the management of such Investment Manager pursuant to such contract (except for Company Stock), and such Investment Manager shall report the voting of all securities subject to such proxy on an annual basis to the Committee. 33

ARTICLE VI ACCOUNTS AND ALLOCATIONS 6.1 Participants' Accounts. In order to account for the allocated interest of each Participant in the Trust Fund, there shall be established and maintained for each Participant (making such form of contribution) a Before Tax Deposits Account, a After Tax Deposits Account, a Company Contribution Account, a Stock Credit Account, and a Rollover Account. 6.2 Reserved for Plan Modifications. 6.3 Allocation of Amounts Contributed by Participants. All After Tax Deposits and Before Tax Deposits contributed by a Participant shall be allocated to the separate Account established and maintained for that Participant for such form of contributions. Such contributions shall be paid by the Company to the Trustee as soon as practicable, but in no event later than thirty (30) days after such amounts are withheld from the Participants' paychecks. 6.4 Allocation of Company Contributions and Forfeitures. Within 30 days of the last day of each month, Company Contributions made pursuant to Section 5.3 for such month and Forfeitures which occurred during such month shall be allocated as follows: (a) (i) All Company Contributions for such month shall first be used to restore the Accounts of Participants rehired during such month pursuant to the rules of Section 8.6 but only after all Forfeitures occurring during such month are so applied. (ii) If any Forfeitures remain after application of subparagraph (i), such funds shall be allocated to the Company Contribution Accounts of Participants to the extent necessary to correct insufficient allocations made to such Accounts in prior months discovered during the Plan Year to which such Forfeitures are attributable. Any Company Contributions which remain after the application of subparagraph (i) may be used to pay Plan expenses. The determination of the extent to which such contributions shall be used to pay Plan expenses shall be made at the sole discretion of the Committee. (iii) Any Company Contributions and Forfeitures which remain after the application of subparagraphs (i) and (ii) above shall be allocated to the Company Contribution Accounts of all Participants who made Sharing Deposits during such month, in an amount equal to the percentages provided in Section 5.3(a) (or such percentage established by the Board of Directors pursuant to Section 5.3(c)) of the Sharing Deposits for such month of each such Participant. (b) The allocations of Company Contributions under this Section 6.4 shall be made after any allocations required by Sections 6.5 and 13.5 have been made. 6.5 Valuation of Participants' Accounts. Within sixty (60) days after each Valuation Date the Trustee shall value the assets of the Trust on the basis of fair market values. Company Stock held by the Trust shall be valued in accordance with Section 6.6. If separate investment funds are maintained under the Trust pursuant to Section 5.4 (b) then each such fund shall be valued separately so that gains or losses of the various funds shall not be commingled. Upon receipt of these valuations from the Trustee, the Committee shall revalue the Accounts and subaccounts (as established pursuant to Section 5.4(b)), if any, of each Participant as of the applicable Valuation Date so as to reflect, among 34

other things, a proportionate share in any increase or decrease in the fair market value of the assets in the Trust Fund, determined by the Trustee as of that date as compared with the value of the assets in the Trust Fund as of the immediately preceding Valuation Date. 6.6 Valuation of Company Stock. Company Stock held by the Trust shall be valued according to the following rules: (a) In the case of Company Stock that is publicly traded on a national securities exchange, such stock shall be valued by reference to the closing price of such stock on such exchange on the last trading day of the month for which such stock is being valued. (b) In the case of Company Stock that is not publicly traded on a national securities exchange, such stock shall be valued as of the first day of each Plan Year, or such other time as established by the Committee, by determining the fair market value of such stock through the use of an independent appraiser. Such fair market valuation shall be used to determine the valuation of each Participant's Company Stock Account on each Valuation Date in such Plan Year pursuant to Section 6.5. 6.7 Dividends, Splits, Recapitalizations, Etc. Any Company Stock received by the Trustee as a stock split, dividend, or as a result of a reorganization or other recapitalization of the Company shall be allocated in the same manner as the Company Stock to which it is attributable is then allocated. 6.8 Stock Rights, Warrants or Options. (a) In the event any rights, warrants, or options are issued on Company Stock held in the Trust Fund, the Trustee shall exercise them for the acquisition of additional Company Stock as directed by the Committee to the extent that cash is then available in the Trust Fund. (b) Any Company Stock acquired in this fashion shall be treated as Company Stock purchased by the Trustee for the net price paid and shall be allocated in the same manner as the funds used to purchase the Company Stock were or would be allocated under the provisions of this Plan. Thus, if the funds used to purchase the stock consisted of unallocated Company Contributions, the stock would be allocated under the terms of Section 6.4; if the funds used consisted of the unallocated net income of the Trust, the stock would be allocated as provided in Section 6.5; and if the funds used consisted of funds previously allocated to the Accounts, the stock would be allocated in the manner in which the Accounts or subaccounts are debited and credited. (c) Any rights, warrants, or options on Company Stock which cannot be exercised for lack of cash may, as directed by the Committee, be sold by the Trustee and the proceeds allocated in accordance with the source of the Company Stock with respect to which the rights, warrants, or options were issued in accordance with rules of Paragraph (b) above. 6.9 Reserved for Plan Modifications. 6.10 Treatment of Accounts Upon Severance. Upon a Participant's Severance, pending distribution of the Participant's benefit pursuant to the provisions of Article VIII below, the Participant's Accounts shall continue to be maintained and accounted for in accordance with all applicable provisions of this Plan, including but not limited to the allocation of Company Contributions and net income or loss to which the Accounts are entitled under the applicable 35

provisions of Sections 6.4 and 6.5 as of any Valuation Date or other date preceding the distribution of the Participant's entire benefit under the Plan. 6.11 Cash Dividends. (a) All cash dividends paid to the Trustee with respect to Company Stock that has been allocated to a Participant's Account as of the quarterly date on which the dividend is received by the Trustee shall be allocated to the Participant's Account. (b) If a Participant (or Beneficiary) has a current right to a distribution in Company Stock pursuant to Article VIII and such stock has not yet been re-registered in the name of the Participants (or Beneficiary) as of the record date of any dividend on such stock, such dividend shall be distributed to the Participant (or Beneficiary). (c) Notwithstanding the provisions of Paragraph (a) and (b) above, the Committee may determine, in its discretion, that cash dividends on such shares may be used to purchase additional shares of Company Stock, or in whatever other manner it deems appropriate. 6.12 Miscellaneous Allocation Rules. (a) In the event that there is more than one class of Company Stock to be allocated to Participants' Accounts, there shall be allocated to the Account of each Participant (entitled to share in allocations of Company Stock as of any applicable date) the portion of each class of Company Stock (to be allocated as of that date) which the amount to be allocated to the Account of the Participant bears to the total amount to be allocated to the Accounts of all Participants entitled to share in such allocation. (b) Allocations of all assets other than Company Stock shall be made on the basis of, and expressed in terms of dollar value. Allocations of Company Stock shall be on the basis of the number of shares of Company Stock (including fractional shares) and valuations, as of each Valuation Date, shall be expressed in terms of number of shares and dollar value. (c) The Committee and the Trustee shall establish such additional accounting procedures as may be necessary for the purpose of making the allocations, valuations and adjustments to Participants' Accounts provided for in this Article VI. From time to time the Committee and Trustee may modify such additional accounting procedures for the purpose of achieving equitable, nondiscriminatory, and administratively feasible allocations among the Accounts of Participants in accordance with the general concepts of the Plan and the provisions of this Article VI. (d) The Company, the Committee and Trustee do not in any manner or to any extent whatsoever warrant, guarantee or represent that the value of a Participant's Account shall at any time equal or exceed the amount previously contributed thereto. 6.13 Limitations on After Tax Deposits and Company Contributions. With respect to each Plan Year, After Tax Deposits and Matching Contributions under the Plan for the Plan Year shall not exceed the limitations by or on behalf of Highly Compensated Participants under Section 401(m) of the Code, as provided in this Section. In the event that After Tax Deposits and Matching Contributions under this Plan by or on behalf of Highly Compensated Participants for any Plan Year exceed the limitations of this Section for any reason, such excess After Tax Deposits and Matching Contributions and any income or loss allocable thereto shall be disposed of in accordance with Section 6.14. 36

(a) The After Tax Deposits by Participants and Matching Contributions on behalf of Participants for a Plan Year shall satisfy the Average Contribution Percentage test set forth in (i) below, or, to the extent not precluded by applicable regulations, the alternative Average Contribution Percentage test set forth in (ii) below: (i) The "Average Contribution Percentage" for the Highly Compensated Participants shall not be more than the Average Contribution Percentage of all other Participants multiplied by 1.25, or (ii) The excess of the Average Contribution Percentage for the Highly Compensated Participant over the Average Contribution Percentage for all other Participants shall not be more than two (2) percentage points (or such lesser percentage as the Secretary of the Treasury shall prescribe to prevent the multiple use of the alternative limitation set forth in this Section 6.13(a)(ii) with respect to any Highly Compensated Participant), and the Average Contribution Percentage for the Highly Compensated Participant shall not be more than the Average Contribution Percentage of all other Participants multiplied by 2.0. (iii) If one or more Highly Compensated Employees participate in both a cash or deferred arrangement and a plan subject to the Average Contribution Percentage test maintained by the Sponsor or an Affiliated Company and the sum of the Actual Deferral Percentage and Average Contribution Percentage of those Highly Compensated Employees subject to either or both test exceeds the Aggregate Limit, then the Average Contribution Percentage of those Highly Compensated Employees who also participate in the cash or deferred arrangement will be reduced (beginning with such Highly Compensated Employee whose Average Contribution Percentage is the highest) so that the limit is not exceeded. The amount by which each Highly Compensated Employee's Average Contribution Percentage is reduced shall be treated as an Excess Aggregate Contribution. The Actual Deferral Percentage and Average Contribution Percentage of the Highly Compensated Employee are determined after any corrections required to meet the Actual Deferral Percentage and Average Contribution Percentage tests. Multiple use does not occur if both the Actual Deferral Percentage and Average Contribution Percentage of those Highly Compensated Employees does not exceed 125 percent of the Actual Deferral Percentage and Average Contribution Percentage of all other Participants. (b) For purposes of Sections 6.13 and 6.14 the following definitions shall apply: (i) "Average Contribution Percentage" shall mean, with respect to a group of Participants for a Plan Year, the average of the "Contribution Percentage" in such group. The "Contribution Percentage" for any Participant is determined by dividing the sum of the Participant's After Tax Deposits and Matching Contributions under the Plan on behalf of such Participant for such Plan year by such Participant's Compensation for the Plan Year in accordance with regulations prescribed by the Secretary of the Treasury under Code Section 401(m). Such Contribution Percentage, however, shall not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contribution to which they relate are excess Before Tax Deposits, excess After Tax Deposits, or Excess Aggregate Contributions. To the extent determined by the Committee and in accordance with regulations issued by the Secretary of the Treasury under Code Section 401(m)(3), Before Tax Deposits and any 37

qualified nonelective contributions, within the meaning of Code Section 401(m)(4)(C) on behalf of a Participant may also be taken into account for purposes of calculating the Contribution Percentage of a Participant. However, if any Before Tax Deposits are taken into account for purposes of determining Actual Deferral Percentages under Section 4.3 then such Before Tax Deposits shall not be taken into account under this Section 6.13. (ii) "Highly Compensated Participant" shall mean for any Plan Year any Participant who is a Highly Compensated Employee. (iii) "Participant" shall mean any Eligible Employee who satisfied the requirements under Section 3.1 during the Plan Year whether or not such Eligible Employee has elected to contribute to the Plan for such Plan Year. (iv) "Matching Contributions" shall mean the Company Contributions allocated to a Participant's Company Contribution Account pursuant to Section 6.4(a) of the Plan. (v) "Compensation" shall mean compensation as described below: (1) Compensation means compensation determined by the Company in accordance with the requirements of Code Section 414(s) and the Regulations thereunder. (2) For purposes of this Section 6.13, Compensation may, at the Company's election, include amounts which are excludable from a Participant's gross income under Code Section 125 (pertaining to cafeteria plans) and Code Section 402(e)(3) (pertaining to 401(k) salary reductions). The Company may change its election provided such change does not discriminate in favor of Highly Compensated Employees. (3) Compensation taken into account for any Plan Year shall not exceed $150,000 as adjusted at the time and in such manner as permitted under Code Section 401(a)(17)(B). Notwithstanding the foregoing, for Plan Years beginning before January 1, 1994, 414(s) Compensation as defined under Code Section 414(s) taken into account for any Plan Year shall not exceed $200,000 as adjusted in such manner as permitted under Code Section 415(d) and shall be determined as of the first day of such Plan Year. (vi) "Aggregate Limit" shall mean the sum of (1) 125 percent of the greater of the Actual Deferral Percentage of all Non-Highly Compensated Participants for the Plan Year or the Average Contribution Percentage of NonHighly Compensated Participants under the Plan subject to Code Section 401(m) for the Plan Year beginning with or within the Plan Year of the cash or deferred arrangement and (2) the lesser of 200% or two plus the lesser of such Actual Deferral Percentage or Average Contribution Percentage. "Lesser" is substituted for "greater" in (1) above, and "greater" is substituted for "lesser" after "two plus the" in (2) above if it would result in a larger Aggregate Limit. (vii) "Excess Aggregate Contributions" shall mean, with respect to any Plan Year, the excess of: 38

(1) The aggregate After Tax Deposits and Matching Contributions taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan year, over (2) The maximum After Tax Deposits and Matching Contributions permitted under the Average Contribution Percentage test as determined by reducing such Matching Contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages, beginning with the highest of such percentages. Such determination shall be made after first determining excess Before Tax Deposits pursuant to Sections 4.2(a) and 4.3. (viii) "Non-Highly Compensated Participant" shall mean any Participant who is not a Highly Compensated Employee. (c) For the purposes of this Section 6.13, if two or more plans described in Code Section 401(a) are considered one plan for the purposes of Code Sections 401(m), 401(a)(4) or 410(b), the Contribution Percentages of Participants shall be treated as made under one plan. Plans may be considered one plan for purposes of satisfying Code Section 401(m) only if they have the same Plan Year. (d) For purposes of this Section 6.13, the Contribution Percentage for any Highly Compensated Participants who is eligible to have After Tax Deposits or Matching Contributions allocated to his or her account under two or more plans maintained by the Sponsor or an Affiliated Company shall be determined as if the total of such After Tax Deposits or Matching Contributions was made under each plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate plans if mandatorily disaggregated pursuant to Regulations under Code Section 401(m). (e) If a Participant is a Five Percent Owner as defined in Section 14.2(b) or a Highly Compensated Employee in the group consisting of the ten (10) Highly Compensated Employees paid the greatest Compensation during the Determination Year or Look Back Year, the Average Contribution Percentage for such Participant shall be determined by combining the After Tax Deposits, Matching Contribution and Compensation of the Participant and all eligible family members as defined in Section 2.34(b)(vi). The family members of such Participant shall be disregarded as separate employees in determining the Average Contribution Percentage for the Highly Compensated Participants and all other Participants. (f) For purposes of the Average Contribution Percentage test, After Tax Deposits shall be considered to have been made in the Plan Year in which contributed to the Trust. Matching Contributions shall be considered made for a Plan Year if made no later than the end of the twelve-month period beginning on the day after the close of the Plan Year. (g) The determination and treatment of the Contribution Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 39

(h) The Committee shall keep or cause to have kept such records as are necessary to demonstrate that the Plan satisfies the requirements of Code Section 401(m) and the regulations thereunder, in accordance with regulations prescribed by the Secretary of the Treasury. 6.14 Provision for Disposition of Excess After Tax Deposits or Matching Contributions on Behalf of Highly Compensated Participants. After application of the provisions of Section 4.4 and 4.5, the following provisions shall be implemented: (a) The Committee shall determine, as soon as is reasonably possible following the close of each Plan Year, the extent (if any) to which contributions by or on behalf of Highly Compensated Participants may cause the Plan to exceed the limitations of Section 6.13 for such Plan Year. If, pursuant to the determination by the Committee and as required by the leveling method described in paragraph (b) below, contributions by or on behalf of a Highly Compensated Participant may cause the Plan to exceed such limitations, then the Committee shall take the following steps: (i) First, any excess After Tax Deposits that were not matched by Matching Contributions, together with income or loss allocable to such amount (determined in accordance with (d) below) shall be returned to the Highly Compensated Participant. (ii) Second, if any excess remains after the provisions of (i) above are applied, to the extent necessary to eliminate the excess, Matching Contributions with respect to the Highly Compensated Participant, any corresponding matched After Tax Deposits, and any income or loss allocable thereto, shall either be distributed (if non-forfeitable) to the Highly Compensated Participant or forfeited (to the extent forfeitable under the Plan) on a pro-rata basis. Amounts of excess Matching Contributions forfeited by Highly Compensated Participants under this Section 6.14, including any income or loss allocable thereto, shall be applied to reduce Matching Contributions by the Company or the Affiliated Company that made the Matching Contribution on behalf of the Highly Compensated Participant for the Plan Year for which the excess contribution was made. (iii) If administratively feasible, any amounts distributed pursuant to subparagraphs (i) or (ii) above shall be returned within two and one-half (2-1/2) months following the close of the Plan Year for which such excess After Tax Deposits or Matching Contributions were made, but in any event no later than the end of the first Plan Year following the Plan Year for which the excess After Tax Deposits or Matching Contributions were made. After Tax Deposits and Matching Contributions for any Plan Year shall be made on the basis of the respective portions of such excess After Tax Deposits and Matching Contributions attributable to each Highly Compensated Participant. (b) For purposes of satisfying the Average Contribution Percentage test, the amount of any excess After Tax Deposits or Matching Contributions by or on behalf of Highly Compensated Participants for a Plan Year under Section 6.13 shall be determined by application of the leveling method set forth in Treasury Regulation Section 1.401(m)-1(e)(2) under which the Contribution Percentage of the Highly Compensated Participant who has the highest such percentage for such Plan Year is reduced to the extent required (i) to enable the Plan to satisfy the Average Contribution Percentage test, or (ii) to cause such Highly Compensated Participant's Contribution Percentage to equal the Contribution Percentage of the Highly Compensated Participant with the next highest Contribution Percentage. This process shall be 40

repeated until the Plan satisfies the Average Contribution Percentage test. For each Highly Compensated Participant, the amount of excess After Tax Deposits or Matching Contributions shall be equal to the total After Tax Deposits or Matching Contributions made on behalf of such Highly Compensated Participant (determined prior to the application of the foregoing provisions of this Paragraph (b)) minus the amount determined by multiplying the Highly Compensated Participant's Contribution Percentage (determined after the application of the foregoing provisions of this Paragraph (b)) by his Compensation. (c) The determination and correction of excess After Tax Deposits and Matching Contributions made on behalf of a Highly Compensated Participant whose Average Contribution Percentage must be determined under the family aggregation rules referenced in Section 6.13(e) shall be allocated among the family members in proportion to the After Tax Deposits and Matching Contributions of each family member that is combined to determine the combined Average Contribution Percentage. (d) The amount of income or loss attributable to any excess After Tax Deposits or Matching Contributions, as determined under this Section 6.14 (the "Excess Aggregate Contribution") by a Highly Compensated Participant for a Plan Year shall be equal to the sum of the following: (i) The income or loss allocable to the Highly Compensated Participant's Excess Aggregate Contribution Accounts for the Plan Year multiplied by a fraction, the numerator of which is the Excess Aggregate Contribution and the denominator of which is the sum of the balance of the Highly Compensated Participant's Excess Aggregate Contribution Accounts without regard to any income or loss allocable to such Accounts during the Plan Year; and (ii) The amount of allocable income or loss for the Gap Period using the "safe harbor" method set forth in regulations prescribed by the Secretary of the Treasury under Code Section 401(m). Under the "safe harbor" method, such allocable income or loss is equal to 10% of the amount calculated under Section 6.14(d)(i) above, multiplied by the number of calendar months from the last day of the Plan Year until the date of distribution of the Participant's excess After Tax Deposits or Matching Contributions. A distribution on or before the 15th of the month is treated as made on the last day of the preceding month, a distribution after the 15th of the month is treated as made on the first day of the next month. (e) For the purpose of this Section 6.14, the following shall apply: (i) "Excess Aggregate Contribution Accounts" shall mean the Participant's After Tax Deposits Account and Company Contribution Account. (ii) "Gap Period" shall mean the period between last day of the Plan Year and the date of distribution of any Excess Aggregate Contributions. (f) Any excess After Tax Deposits and/or Matching Contributions distributed to a Highly Compensated Participant or forfeited by a Highly Compensated Participant in accordance with this Section 6.14, shall be treated as Annual Additions under Article XIII for the Plan Year for which the excess contribution was made. 41

(g) Neither the Committee nor the Plan Administrator shall be liable to any Participant (or his/her Beneficiary, if applicable) for any losses caused by a mistake in calculating the amount of any Excess Aggregate Contributions by or on behalf of a Highly Compensated Participant and the income or loss allocable thereto. 42

ARTICLE VII VESTING IN PLAN ACCOUNTS 7.1 No Vested Rights Except as Herein Provided. No Participant shall have any vested right or interest to, or any right of payment of, any assets of the Trust Fund, except as expressly provided in this Plan. Neither the making of any allocations nor the credit to any Account of a Participant shall vest in any Participant any right, title, or interest in or to any assets of the Trust Fund. 7.2 Vesting Schedule. (a) A Participant's interest in his/her Company Contribution Account shall vest in accordance with the following schedule:
Years of Credited Service ------------------------Less than 3 3 or more Vested Percentage ----------------0% 100%

(b) Notwithstanding the above, a Participant shall become fully vested in his or her Company Contribution Account upon the occurrence of any of the following events, if such Participant is then still an Employee: (i) Attainment of age sixty-two (62); (ii) Death; (iii) Severance due to a Disability; or (iv) Occurrence of a Change of Control pursuant to Section 12.4. (c) Notwithstanding the above, a Participant shall at all times be 100% vested in all amounts transferred from the SmithKline Beckman Corporation Savings and Investment Plan to this Plan. 7.3 Vesting of Participant Deposits. A Participant shall be fully vested at all times in the amounts allocated to his or her Before Tax Deposits Account, After Tax Deposits Account, Stock Credit Account and Rollover Account. 43

ARTICLE VIII PAYMENT OF PLAN BENEFITS 8.1 Withdrawals During Employment. A Participant may withdraw, once in any month period, amounts of at least $500 from his or her Accounts while an Employee in accordance with the following rules: (a) A Participant may, for any reason, withdraw any portion of the amount allocated to his After Tax Deposits Account excluding any After Tax Deposits recharacterized (and any earnings attributable to such After Tax Deposits after December 31, 1988) as such under Section 4.5. A Participant who makes such a withdrawal shall not receive an allocation of Company Contributions pursuant to Section 6.4(a)(iii) with respect to any Sharing Deposits made by such Participant during the 6 month period beginning on the date of any such withdrawal. (b) After withdrawing all After Tax Deposits pursuant to paragraph (a) above, a Participant with 3 or more years of Credited Service may, for any reason, withdraw any portion of the amount allocated to his or her Company Contribution Account that was so allocated 2 or more years prior to the date of such a withdrawal. (c) On or after the attainment of age 59-1/2, a Participant may withdraw any portion of the amounts allocated to any of hisor her Accounts except his or her Stock Credit Account. (d) After withdrawing all amounts permitted pursuant to Paragraphs (a), (b) and (c) above, a Participant may withdraw amounts from his or her Before Tax Deposits Account (excluding any earnings attributable to such Account after December 31, 1988) and Rollover Account, and the vested portion of his or her Company Contribution Account, and any remaining amount in his or her After Tax Deposits after December 31, 1988) earnings attributable to such After Tax Deposits after December 31, 1988) which were recharacterized as such under Section 4.5 upon incurring a hardship as determined by the Plan Administrator in accordance with the following procedures: (i) A hardship distribution shall be made to a Participant only if the Plan Administrator (or its representative) determines that the Participant has an immediate and heavy financial need and that a withdrawal from the Plan is necessary in order to satisfy such need. (ii) The following situations shall be "deemed" to be immediate and heavy financial needs: (1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participant's spouse, or any dependents of the Participant (as defined in Code Section 152); (2) The purchase (excluding mortgage payments) of a principal residence for the Participant only; (3) The payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, his or her spouse, children, or dependents; 44

(4) The need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant's principal residence; and (5) Any other situation deemed as immediate and heavy financial needs by the Internal Revenue Service through the publication of revenue rulings, notices, and other documents of general applicability. (iii) In the case of the hardship withdrawal of the vested portion of a Participant's Company Contribution Account, the following situations shall also be "deemed" to be immediate and heavy financial needs: (1) The purchase of a primary residence for the Participant or a dependent, including related expenses incurred up to 3 months following the purchase; (2) Any education expense for the Participant or a dependent for the current or immediately prior school semester; (3) The funeral expense of a dependent; and (4) Any medical or dental expenses for the Participant or his or her dependents incurred during the current or immediately prior calendar year. (iv) The determination as to whether a withdrawal from the Plan is necessary to satisfy an immediate and heavy financial need is to be made on the basis of all relevant facts and circumstances. However, a withdrawal from the Plan shall be necessary in order to satisfy an immediate and heavy financial need only if: (1) The amount of the withdrawal is not in excess of the amount required to relieve the financial need (including amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the withdrawal) or in excess of the amount that such need could not be satisfied from other sources that are reasonably available to the Participant. (2) The Participant submits a signed statement to the Committee, on which the Committee can reasonably rely, to the extent that the need cannot be relieved: (A) Through reimbursement or compensation by insurance or otherwise; (B) By reasonable liquidation of the Participant's assets, to the extent such liquidation would not itself cause an immediate and heavy financial need; (C) By cessation of Before Tax Deposits or After Tax Deposits under the Plan; or (D) By other withdrawals or distributions or nontaxable (at the time of the loan) loans from any plan maintained by the Company (including this Plan) or any other employer, or by borrowing from commercial sources on reasonable commercial terms. 45

(v) A Participant's resources shall be deemed to include those assets of his or her spouse and minor children that are reasonably available to the Participant. (vi) A Participant who makes a hardship withdrawal pursuant to this Section 8.1(d) shall not be permitted to make Before Tax Deposits or After Tax Deposits for a period of 12 months from the date of such withdrawal unless such withdrawal only included amounts from such Participant's Company Contribution Account. (vii) A Participant who makes a hardship withdrawal pursuant to this Section 8.1 may not make Before Tax Contributions for such Participant's taxable year immediately following the taxable year of such hardship withdrawal that is in excess of the applicable limit under Code Section 402(g) for such immediately following taxable year less the amount of such Participant's Before Tax Contributions for the taxable year in which such Participant made the hardship withdrawal. (viii) Notwithstanding the provisions of Paragraph (e) below, all hardship withdrawals shall be made in cash regardless of the fund from which such withdrawal is made. The Committee may, at its discretion, establish written procedures whereby Participants may receive an estimated prepayment of a hardship withdrawal based on the last available valuation of such Participant's Accounts with a reconciling adjustment made to such Participant's Accounts after current valuation data is available. (e) Except as provided in subparagraph (d)(viii) above, all withdrawals shall be made in cash, except to the extent any of the vested portion of a Participant's Account to be withdrawn is invested in the Company Stock Fund, then such withdrawal may be made in Company Stock at the election of the Participant to the extent so invested. (f) Except as provided in Paragraphs (a) through (d) above, Participants may not receive a distribution of their benefits under the plan prior to termination of employment. (g) Except as provided in Paragraph (d)(viii) above, all withdrawals shall be made to Participants as soon as reasonably practicable following the Valuation Date in the month for which a properly completed withdrawal request is deemed perfected. All withdrawals shall be based on the Account balances of a Participant as of such Valuation Date. If a properly completed withdrawal request is received by the Plan Administrator during any month and on or before the fifteenth day of such month, the withdrawal request shall be deemed perfected in such month, otherwise such withdrawal request shall be deemed perfected in the immediately following month. (h) Notwithstanding anything to the contrary in this Section 8.1 or Section 4.1, the following additional withdrawal restrictions shall apply to all Participants who are Insiders. For the purpose of this Section 8.1, the term "Insider" shall mean any Participant who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security (other than an exempted security) of the Sponsor (or the Company) which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or who is a "director" or an "officer" of the Sponsor or the Company as those terms are interpreted for the purpose of determining persons subject to Section 16 of such Act. (i) Any Insider who withdraws, pursuant to Paragraphs (a) or (b) above, any amounts allocated to his After Tax Deposits Account or Company Contributions 46

Account and attributable to After Tax Deposits or Company Contributions made on or after the Effective Date shall not be permitted to contribute any After Tax Deposits or Before Tax Deposits for the 12 month period beginning on the date of any such withdrawal. (ii) Any Insider who withdraws, pursuant to Paragraph (d) above, any amounts allocated to his Company Contributions Account and attributable to Company Contributions made on or after the Effective Date shall not be permitted to contribute any After Tax Deposits or Before Tax Deposits for the 12 month period beginning on the date of any such withdrawal. (iii) Any Insider who withdraws, pursuant to Paragraph (a) above, any amounts allocated to his After Tax Deposits Account and attributable to employee after-tax contributions from 6% to 15% of compensation made to the SmithKline Beckman Savings and Investment Plan and transferred to this Plan shall not be permitted to contribute any After Tax Deposits or Before Tax Deposits for the six month period beginning on the date of the third such withdrawal in any such 12 month period. (iv) Any Insider who withdraws, pursuant to Paragraph (a) above, any amounts allocated to his After Tax Deposits Account and attributable to employee after-tax contributions from 1% to 5% of compensation made to the SmithKline Beckman Savings and Investment Plan and transferred to this Plan shall not be permitted to contribute any After Tax Deposits or Before Tax Deposits for the six month period beginning on the date of any such withdrawal. (v) Any Insider who withdraws, pursuant to Paragraph (b) above, any amounts allocated to his Company Contributions Account and attributable to company matching contributions made to the SmithKline Beckman Savings and Investment Plan and transferred to this Plan shall not be permitted to contribute any After Tax Deposits or Before Tax Deposits for the 12 month period beginning on the date of any such withdrawal. 8.2 Distributions Upon Termination of Employment or Disability. (a) Subject to the provisions of Sections 8.5, if a Participant incurs a Severance for any reason (including Disability) other than death, such Participant shall (i) receive a distribution of his or her entire vested portion of his or her Accounts under the Plan or (ii) may elect to have an Eligible Rollover Distribution paid directly by the Trustee to the trustee of an Eligible Retirement Plan. (b) Any distribution made pursuant to Paragraph (a) above shall be made in one lump sum distribution in cash except to the extent any of the vested portion of such Participant's Accounts is invested in the Company Stock Fund, then, to the extent so invested, such distribution may be made in Company Stock at the election of the Participant. (c) Notwithstanding the provisions contained in the foregoing Subsections of this Section 8.2 or Section 8.1, any provision which restricts or would deny a Participant through the withholding of consent or the exercise of discretion by some person or persons other than the Participant (and where relevant, other than the Participant's spouse) of an alternative form of benefit, in violation of Code Section 411(d)(6) and the regulation promulgated thereunder, is hereby amended by the deletion of the consent and/or discretion requirement. 47

8.3 Distribution Upon Death of Participant. In the event of the death of a Participant, the Participant's benefit under the Plan shall be distributed to the surviving spouse as Beneficiary (if still alive) unless the Participant designated another Beneficiary pursuant to Section 8.4. If the Beneficiary is the surviving spouse of the Participant, he or she may elect to have an Eligible Rollover Distribution paid directly by the Trustee to the trustee of an Eligible Retirement Plan. Distributions to the Beneficiary pursuant to this Section 8.3 shall be in the same form as specified in Section 8.2(b) above, as elected by the Beneficiary. All such distributions shall be made as soon as practicable after the death of the Participant. A Beneficiary may not elect to defer such a distribution. 8.4 Designation of Beneficiary. (a) At any time, and from time to time, each Participant shall have the unrestricted right to designate the Beneficiary to receive the portion of his death benefit and to revoke any such designation. Each such designation shall be evidenced by a written instrument signed by the Participant and filed with the Committee. (b) If the Participant is married and designates a Beneficiary other than his spouse, said designation shall not be honored by the Committee unless accompanied by the written consent of said spouse to said designation. Such consent (i) must designate a Beneficiary which may not be changed without the consent of the spouse (or the consent of the spouse expressly permits designation by the Participant without any further consent by the spouse), (ii) must acknowledge the effect of the designation, and (iii) must be witnessed by a Plan representative or a notary public. No consent of such spouse shall be necessary if it is established to the satisfaction of a Plan representative that the consent required under this paragraph (b) cannot or need not be obtained because (i) there is no spouse, (ii) the spouse cannot be located, or (iii) there exist such other circumstances which, pursuant to Regulations under Code Section 417, permit a distribution to another Beneficiary. Any consent of a spouse obtained pursuant to this paragraph (b) or any determination that the consent of the spouse cannot (or need not) be obtained, shall be effective only with respect to that spouse. If a Participant becomes married following his designation of a Beneficiary other than his spouse, such designation shall be ineffective unless the spousal consent requirements of this paragraph are satisfied with respect to such spouse (subject, however, to the provisions of Article XV regarding Qualified Domestic Relations Orders). (c) If the Participant is married and does not designate a Beneficiary, the Participant's spouse shall be his Beneficiary for purposes of this Section. If the deceased Participant is not married and shall have failed to designate a Beneficiary, or if the Committee shall be unable to locate the designated Beneficiary after reasonable efforts have been made, or if such Beneficiary shall be deceased, distribution of the Participant's death benefit shall be made by payment of the deceased Participant's entire interest in the Trust to his personal representative in a single lump-sum payment. In the event the deceased Participant is not a resident of California at the date of his death, the Committee, in its discretion, may require the establishment of ancillary administration in California. If the Committee cannot locate a qualified personal representative of the deceased Participant, or if administration of the deceased Participant's estate is not otherwise required, the Committee, in its discretion, may pay the deceased Participant's interest in the Trust to his heirs at law (determined in accordance with the laws of the State of California as they existed at the date of the Participant's death). 48

8.5 Distribution Rules. Notwithstanding any other provisions of this Article VIII of the Plan regarding distributions of Participant's Accounts, the following additional rules shall apply to all such distributions. (a) In no event shall any benefits under this Plan, including benefits upon retirement, Severance, or Disability, be paid (or commence to be paid) to a Participant prior to the "Consent Date" (as defined herein) unless the Participant consents in writing to the payment (or commencement of payment) of such benefits prior to said Consent Date. As used herein, the term "Consent Date" shall mean the later of (1) the Participant's 62nd birthday, or (2) the Participant's Normal Retirement Age. Notwithstanding the foregoing, the provisions of this Paragraph shall not apply (1) following the Participant's death, or (2) with respect to a lump sum distribution of the vested portion of a Participant's Account if the total amount of such vested portion does not exceedor has never exceeded $3,500. (b) Unless a Participant elects otherwise pursuant to Paragraph (a) above, distributions of the vested portion of a Participant's Accounts shall commence no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (1) the Participant's Normal Retirement Age; (2) the tenth anniversary of the year in which the Participant commenced participation in the Plan; or (3) the termination of the Participant's employment with the Company. (c) Notwithstanding Paragraph (a) or (b) above, distributions of the entire vested portion of a Participant's Accounts shall be made no later than the Participant's Required Beginning Date, or, if such distribution is to be made over the life of such Participant or over the lives of such Participant and a Beneficiary (or over a period not extending beyond the life expectancy of such Participant and Beneficiary) then such distribution shall commence no later than the Participant's Required Beginning Date. Required Beginning Date shall mean: (1) For the period prior to January 1, 1989, April 1 of the calendar year following the later of the calendar year in which the Participant (i) attains age 70-1/2, or (ii) retires; provided, however, the foregoing clause (ii) shall not apply with respect to a Participant who is a Five Percent Owner (as defined in Section 416(i) of the Code) at any time during the five Plan Year period ending in the calendar year in which the Participant attains age 70-1/2. If the Participant becomes a Five Percent Owner during any Plan Year subsequent to the five Plan Year period referenced above, the Required Beginning Date under this Subparagraph (1) shall be April 1 of the calendar year following the calendar year in which such subsequent Plan Year ends. (2) For the period after December 31, 1988, April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2; provided, however, if the Participant attains age 70-1/2 before January 1, 1988 and the Participant was not a Five Percent Owner (as defined in Section 416(i) of the Code) at any time during the Plan Year ending with or within the calendar year in which such Participant attains age 66-1/2 or any subsequent Plan Year, then this Subparagraph (2) shall not apply and the Required Beginning Date shall be determined under Subparagraph (1) above. (d) Notwithstanding anything to the contrary in this Plan, if a Participant dies before distribution of his or her vested benefit has begun in accordance with paragraph (c) above, the Participant's vested benefit shall be distributed to his Beneficiary within five years 49

from the date of the Participant's death except that any portion of the Account balance meeting the following requirements shall not be subject to this rule: (1) A Beneficiary has been designated to receive the Participant's Account balance and such designation is effective at the Participant's death; (2) The Account balance is paid to the Beneficiary over the Beneficiary's life or over a period not to exceed the Beneficiary's life; and (3) The payments to the Beneficiary commence within one year of the Participant's death, or, if the Beneficiary is the spouse, before the time the deceased Participant would have attained age 70-1/2. (e) All distributions under this Plan shall be made in accordance with the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G) and in accordance with all regulations issued under Code Section 401(a)(9). (f) If it is not administratively practical to calculate and commence payments by the latest date specified in the rules of Paragraphs (b), (c) and (d) above because the amount of the Participant's benefit cannot be calculated, or because the Committee is unable to locate the Participant (or eligible Beneficiary) after making reasonable efforts to do so, the payment shall be made as soon as is administratively possible (but not more than 60 days) after the Participant (or Beneficiary) can be located and the amount of the distributable benefit can be ascertained. 8.6 Forfeitures. (a) In the event that a distribution of the entire vested portion of a Participant's Accounts is made to a Participant due to a Severance when he is not fully vested in such Accounts, the nonvested portion of the Participant's Account(s) shall be forfeited as of the Participant's Severance Date. A Participant who incurs such a Severance when no portion of his or her Accounts are vested shall be deemed to have received a distribution pursuant to this Paragraph (a). (b) In the event a Participant who receives a distribution pursuant to Paragraph (a) above is rehired by the Company prior to the date such Participant incurs five consecutive Breaks in Service, the amount so forfeited shall be reinstated to the Participant's Accounts as of the Participant's Reemployment Commencement Date (without regard to any interest or investment earnings on such amount). (c) If a Participant incurs a Severance when partially vested in his Accounts and does not receive a distribution described in Paragraph (a), the Participant's Account shall continue to be held by the Trustee as provided in Section 6.10. Thereafter, when the Participant incurs five consecutive Breaks in Service, the non-vested portion of the Participant's Accounts shall be forfeited. (d) Forfeitures shall be used as provided in Section 6.4. 8.7 Valuation of Plan Benefits Upon Distribution. For the purpose of any distribution of benefits under this Article VIII, the amount of such distribution shall be based on the value of a Participant's Accounts as of the Valuation Date in the month in which the application for such distribution is deemed perfected. If a properly completed distribution application is received by the 50

Plan Administrator during any month and on or before the fifteenth day of such month, the distribution application shall be deemed perfected in such month, otherwise such distribution application shall be deemed perfected in the immediately following month. 8.8 Lapsed Benefits. (a) In the event that a benefit is payable under this Plan to a Participant and after reasonable efforts the Participant cannot be located for the purpose of paying the benefit during a period of three consecutive years, the Participant shall be presumed dead and the benefit shall, upon the termination of that three year period, be paid to the Participant's Beneficiary. (b) If any eligible Beneficiary cannot be located for the purpose of paying the benefit for the following two years, then the benefit shall be forfeited and allocated to the Accounts of the other Participants for such Plan Year in accordance with Section 6.4. (c) If a Participant shall die prior to receiving a distribution of his entire benefit under this Plan (other than a Participant presumed to have died as provided above), if after reasonable efforts an eligible Beneficiary of the Participant cannot be located for the purpose of paying the benefit during a period of five consecutive years, the benefit shall, upon expiration of such five-year period, be forfeited and reallocated to the Accounts of the other Participants in accordance with Section 6.4. (d) For purposes of this Section, the term "Beneficiary" shall include any person entitled under Section 8.4 to receive the interest of a deceased Participant or deceased designated Beneficiary. It is the intention of this provision that during the relevant waiting period (two years or five years) the benefit will be distributed to an eligible Beneficiary in a lower priority category under Section 8.4 if no eligible Beneficiary in a higher priority category can be located by the Committee after reasonable efforts have been made. (e) Notwithstanding the foregoing rules, if after such a forfeiture the Participant or an eligible Beneficiary shall claim the forfeited benefit, the amount forfeited shall be reinstated (without regard to any interest or investment earnings on such amount) and paid to the claimant as soon as practical following the claimant's production of reasonable proof of his or her identity and entitlement to the benefit (determined pursuant to the Plan's normal claim review procedures under Section 9.8). (f) The Committee shall direct the Trustee with respect to the procedures to be followed concerning a missing Participant (or Beneficiary), and the Company shall be obligated to contribute to the Trust Fund any amounts necessary after the application of Section 6.4 to pay any reinstated benefit after it has been forfeited pursuant to the provisions of this Section. 8.9 Persons Under Legal Disability. (a) If any payee under the Plan is a minor or if the Committee reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any payment due him/her, the Committee may have the payment, or any part thereof, made to the person (or persons or institution) whom it reasonably believes is caring for or supporting the payee, unless it has received due notice of claim therefor from a duly appointed guardian or committee of the payee. 51

(b) Any such payment shall be a payment from the Accounts of the payee and shall, to the extent thereof, be a complete discharge of any liability under the Plan to the payee. 8.10 Additional Documents. (a) The Committee or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant, or Beneficiary, and no person shall be entitled to receive any benefits under this Plan until the required proof shall be furnished. (b) The Committee or Trustee, or both, may require the execution and delivery of such documents, papers and receipts as the Committee or Trustee may determine necessary or appropriate in order to establish the fact of death of the deceased Participant and of the right and identity of any Beneficiary or other person or persons claiming any benefits under this Article VIII. (c) The Committee or the Trustee, or both, may, as a condition precedent to the payment of death benefits hereunder, require an inheritance tax release and/or such security as the Committee or Trustee, or both, may deem appropriate as protection against possible liability for State or Federal death taxes attributable to any death benefits. 8.11 Trustee-to-Trustee Transfers. In the case of any Participant or Participants who have terminated employment with the Company and all Affiliated Companies and subsequently become employed by an unrelated successor employer, the Committee, shall at the request of such Participant or Participants, direct the Trustee to transfer the assets in the Accounts of such Participant or Participants directly to the trustee of any retirement plan maintained by such successor employer or employers in lieu of any distribution described in the preceding provisions of this Article VIII but only if (i) the retirement plan maintained by such successor employer is determined to the satisfaction of the Committee to be qualified under Section 401 of the Code, (ii) the sponsor and trustee of such plan consent to the transfer, and (iii) such transfer satisfies the conditions of Section 12.3 hereof. 8.12 Loans to Participants. A Participant may borrow from his or her Accounts while an Employee in accordance with the following rules: (a) Subject to minimum and maximum loan requirements, a Participant may borrow up to 50% of his or her After Tax Deposits Account, Rollover Account, the vested portion of his or her Company Contribution Account and Before Tax Deposits Account. Only one loan may be outstanding to a Participant any time. The minimum loan amount shall be $1,000 and the maximum loan amount shall be $50,000. The $50,000 maximum loan amount shall be reduced by the excess, if any, of the highest outstanding balance of loans from the Plan to the Participant during the one-year period ending on the day before the loan is made over the outstanding balance of loans on the date the loan is made. (b) A loan to a Participant shall be made solely from his or her Account(s) and shall be considered an investment directed by the Participant. Loan amounts shall be funded from the Participant's Accounts in the following order: (1) After Tax Deposits Account; (2) Rollover Account; (3) Company Contribution Account; and (4) Before Tax Deposits Account. Principal repayments shall be credited to the Participant's Accounts in the inverse of the order used to fund the loan and interest payments shall be credited to the Participant's Accounts in direct proportion to the principal repayments. 52

(c) A loan to a Participant shall bear an interest rate equal to the prime rate reported in the Wall Street Journal on the last business day of the previous month plus one percent (1%) and shall remain fixed throughout the term of the loan. Notwithstanding the preceding sentence, if the Committee determines that such rate is not reasonable or otherwise not in accordance with applicable requirements under the Code or ERISA, the Committee shall set an alternate interest rate at the time that the loan is taken. (d) A loan to a Participant shall have a definite maturity date and repayment schedule and shall be amortized on a substantially level basis with repayments occurring not less frequently than quarterly. Loans, other than loans made for the purpose of acquiring the principal residence of the Participant, shall be made for a period not to exceed five (5) years. Loans made for the purpose of acquiring the principal residence of the Participant shall be made for a period not to exceed fifteen (15) years. (e) A loan to a Participant shall be secured by the vested portion of the Participant's Account(s). No more than 50% of the Participant's vested Account(s) as determined on the date the loan is issued shall be considered by the Plan as security for a loan. A Participant who borrows from the Plan hereby agrees that, unless expressly provided otherwise in loan documents, any such loan is automatically secured by 50% of his or her vested Account(s). (f) A loan to a Participant shall be evidenced by a promissory note and/or such other documentation as required by the Committee. (g) A loan to a Participant shall be treated as a distribution unless the entire principal amount and any interest accrued thereon is repaid within ninety (90) days after the occurrence of a Participant's Severance. Absent repayment by the Participant, the Committee shall instruct the Trustee to distribute the note to the Participant as part of his or her distribution and the Participant's vested Account(s) shall be reduced to the extent of such distribution. (h) The Committee shall establish the participant loan program and have the duty to manage and administer the participant loan program in accordance with the terms and provisions of this Section. The Committee shall have, but not by way of limitation, the following discretionary powers and authority: (1) To determine the manner in which loan repayments shall occur whether it be through automatic payroll deductions or otherwise. (2) To establish any fees, including but not limited to application fees and maintenance fees, and the manner in which such fees are collected from the Participant. (3) To consider only those factors which would be considered in a normal commercial setting by persons in the business of making similar types of loans in establishing the participant loan program. Such factors may include the applicant's credit worthiness and financial need, but may not include any factor which would discriminate against Participants who are not Highly Compensated Employees. Loans shall be made available to all Participants without regard to a Participant's race, color, religion, sex, age or national origin and shall not be made available to Participants who are Highly Compensated Employees in an amount greater than the amount made available to Participants who are not Highly Compensated Employees. 53

ARTICLE IX OPERATION AND ADMINISTRATION 9.1 Appointment of Committee. There is hereby created a committee (the "Committee") which shall exercise such powers and have such duties in administering the Plan as are hereinafter set forth. The Board of Directors shall determine the number of members of such Committee. The members of the Committee shall be appointed by the Board of Directors and such Board shall from time to time fill all vacancies occurring in said Committee. The members of the Committee shall constitute the Named Fiduciaries of the Plan within the meaning of Section 402 (a)(2) of ERISA; provided that solely for purposes of Section 5.9 hereof, Participants shall be Named Fiduciaries with respect to shares of Company Stock allocated to their respective Accounts and solely for purposes of Section 5.10, Participants shall be Named Fiduciaries with respect to shares of Company Stock allocated to their respective Accounts on matters as to which they are entitled to provide voting directions. 9.2 Transaction of Business. A majority of the Committee shall constitute a quorum for the transaction of business. Actions of the Committee may be taken either by vote at a meeting or in writing without a meeting. All action taken by the Committee at any meeting shall be by a vote of the majority of those present at such meeting. All action taken in writing without a meeting shall be by a vote of the majority of those responding in writing. All notices, advices, directions and instructions to be transmitted by the Committee shall be in writing and signed by or in the name of the Committee. In all its communications with the Trustee, the Committee may, by either of the majority actions specified above, authorize any one or more of its members to execute any document or documents on behalf of the Committee, in which event it shall notify the Trustee in writing of such action and the name or names of its members so designated and the Trustee shall thereafter accept and rely upon any documents executed by such member or members as representing action by the Committee until the Committee shall file with the Trustee a written revocation of such designation. 9.3 Voting. Any member of the Committee who is also a Participant hereunder shall not be qualified to act or vote on any matter relating solely to himself, and upon such matter his presence at a meeting shall not be counted for the purpose of determining a quorum. If, at any time a member of the Committee is not so qualified to act or vote, the qualified members of the Committee shall be reduced below two (2), the Board of Directors shall promptly appoint one or more special members to the Committee so that there shall be at least one qualified member to act upon the matter in question. Such special Committee members shall have power to act only upon the matter for which they were especially appointed and their tenure shall cease as soon as they have acted upon the matter for which they were especially appointed. 9.4 Responsibility of Committee. The authority to control and manage the operation and administration of the Plan, the general administration of this Plan, the responsibility for carrying out this Plan and the authority and responsibility to control and manage the assets of the Trust are hereby delegated by the Board of Directors to and vested in the Committee, except to the extent reserved to the Board of Directors, the Sponsor, or the Company. Subject to the limitations of this Plan, the Committee shall, from time to time, establish rules for the performance of its functions and the administration of this Plan. In the performance of its functions, the Committee shall not discriminate in favor of Highly Compensated Employees. 9.5 Committee Powers. The Committee shall have all discretionary powers necessary to supervise the administration of the Plan and control its operations. In addition to any discretionary powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, but not by way of limitation, the following discretionary powers and authority: 54

(a) To designate agents to carry out responsibilities relating to the Plan, other than fiduciary responsibilities as provided in Section 9.6. (b) To employ such legal, actuarial, medical, accounting, clerical, and other assistance as it may deem appropriate in carrying out the provisions of this Plan, including one or more persons to render advice with regard to any responsibility any Named Fiduciary or any other fiduciary may have under the Plan. (c) To establish rules and regulations from time to time for the conduct of the Committee's business and the administration and effectuation of this Plan. (d) To administer, interpret, construe, and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, former Participant, Beneficiary or other person whatsoever, including but not limited to all questions relating to eligibility to participate in the Plan, the amount of Credited Service of any Participant, and the amount of benefits to which any Participant or his Beneficiary may be entitled. (e) To determine the manner in which the assets of this Plan, or any part thereof, shall be disbursed. (f) To direct the Trustee, in writing, from time to time, to invest and reinvest the Trust Fund, or any part thereof, or to purchase, exchange, or lease any property, real or personal, which the Committee may designate. This shall include the right to direct the investment of all or any part of the Trust in any one security or any one type of securities permitted hereunder. Among the securities which the Committee may direct the Trustee to purchase are "qualifying employer securities" as defined in Internal Revenue Code Section 4975(e). (g) Subject to provisions (a) through (d) of Section 10.1, to make administrative amendments to the Plan that do not cause a substantial increase or decrease in benefit accruals to Participants and that do not cause a substantial increase in the cost of administering the Plan. (h) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient in the efficient administration of the Plan. Any action taken in good faith by the Committee in the exercise of discretionary powers conferred upon it by this Plan shall be conclusive and binding upon the Participants and their Beneficiaries. All discretionary powers conferred upon the Committee shall be absolute; provided, however, that all such discretionary power shall be exercised in a uniform and nondiscriminatory manner. 9.6 Additional Powers of Committee. In addition to any discretionary powers or authority conferred on the Committee elsewhere in this Plan or by law, such Committee shall have the following discretionary powers and authority: (a) To appoint one or more Investment Managers pursuant to Section 5.16 to manage and control any or all of the assets of the Trust not invested or to be invested in Company Stock. 55

(b) To designate persons (other than the members of the Committee) to carry out fiduciary responsibilities, other than any responsibility to manage or control the assets of the Trust; (c) To allocate fiduciary responsibilities among the members of the Committee, other than any responsibility to manage or control the assets of the Trust; (d) To cancel any such designation or allocation at any time for any reason; (e) To direct the voting of any Company Stock or any other security held by the Trust subject to Section 9.13 hereof; and (f) To exercise management and control over Plan assets and to direct the purchase and sale of Company Stock for the Trust. Any action under this Section 9.6 shall be taken in writing, and no designation or allocation under Subsection (a), (b) or (c) shall be effective until accepted in writing by the indicated responsible person. 9.7 Periodic Review of Funding Policy. At periodic intervals the Committee shall review the long-run and shortrun financial needs of the Plan and shall determine a funding policy for the Plan consistent with the objectives of the Plan and the minimum funding standards of ERISA, if applicable. In determining such funding policy the Committee shall take into account, at a minimum, not only the long-term investment objectives of the Trust Fund consistent with the prudent management of the assets thereof, but also the short-run needs of the Plan to pay benefits. All actions taken by the Committee with respect to the funding policy of the Plan, including the reasons therefor, shall be fully reflected in the minutes of the Committee. 9.8 Application for Determination of Benefits. (a) The Committee may require any person claiming benefits under the Plan to submit an application therefor on such forms and in such manner as the Committee may prescribe, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents him from making personal application for benefits, the Committee may, in its discretion, permit another person acting on his behalf to submit the application. (b) Within ninety (90) days following receipt of an application and all necessary documents and information, the Committee shall furnish the claimant with written notice of the decision rendered with respect to the application. In the case of a denial of the claimant's application, the written notice shall set forth: (1) The specific reasons for the denial, with reference to the Plan provisions upon which the denial is based; (2) A description of any additional information or material necessary for perfection of the application (together with an explanation why the material or information is necessary); and (3) An explanation of the Plan's claim review procedure. 56

(c) A claimant who does not agree with the decision rendered under Section 9.8(b) hereof with respect to his application may appeal the decision to the Committee. The appeal shall be made in writing within sixty-five (65) days after the date of notice of the decision with respect to the application. If the application has neither been approved nor denied within the ninety (90) day period provided in Section 9.8(b) hereof, then the appeal shall be made within sixty-five (65) days after the expiration of the ninety (90) day period. In making his or her appeal, the claimant may request that his application be given full and fair review by the Committee. The claimant may review all pertinent documents and submit issues and comments in writing. The decision of the Committee shall be made promptly, and not later than sixty (60) days after the Committee's receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant with specific references to the pertinent Plan provisions upon which the decision is based. 9.9 Limitation on Liability. Each of the fiduciaries under the Plan shall be solely responsible for its own acts and omissions and no fiduciary shall be liable for any breach of fiduciary responsibility resulting from the act or omission of any other fiduciary or person to whom fiduciary responsibilities have been allocated or delegated pursuant to Section 9.6, except as provided in Sections 405(a) and 405(c)(2)(A) or (B) of ERISA. The Committee shall have no responsibility over assets as to which management and control has been delegated to an Investment Manager appointed pursuant to Section 5.15 hereof or as to which management and control has been retained by the Trustee. 9.10 Indemnification and Insurance. To the extent permitted by law, the Company shall indemnify and hold harmless the Committee and each member thereof, each Trustee, the Board of Directors and each member thereof, and such other persons as the Board of Directors may specify, from the effects and consequences of his or her acts, omissions, and conduct in his or her official capacity in connection with the Plan and Trust. To the extent permitted by law, the Company may also purchase liability insurance for such persons. 9.11 Compensation of Committee and Plan Expenses. Members of the Committee shall serve as such without compensation unless the Board of Directors shall otherwise determine, but in no event shall any member of the Committee who is an Employee receive compensation from the Plan for his or her services as a member of the Committee. All members shall be reimbursed for any necessary expenditures incurred in the discharge of duties as members of the Committee. The compensation or fees, as the case may be, of all officers, agents, counsel, the Trustee or other persons retained or employed by the Committee shall be fixed by the Committee, subject to approval by the Board of Directors. The expenses incurred in the administration and operation of the Plan, including but not limited to the expenses incurred by the members of the Committee in exercising their duties, shall be paid by the Plan from the Trust Fund, unless paid by the Company, provided, however, that the Plan and not the Company shall bear the cost of interest and normal brokerage charges which are included in the cost of securities purchased by the Trust Fund (or charged to proceeds in the case of sales). If such expenses are to be paid by the Plan from the Trust Fund, the Committee may direct the Trustee to use forfeitures and dividends (and to sell the shares of Company Stock that represent such forfeitures or dividends) to pay such expenses. 9.12 Resignation. Any member of the Committee may resign by giving fifteen (15) days notice to the Board of Directors, and any member shall resign forthwith upon receipt of the written 57

request of the Board of Directors, whether or not said member is at that time the only member of the Committee. 9.13 Reliance Upon Documents and Opinions. The members of the Committee, the Board of Directors, the Company and any person delegated to carry out any fiduciary responsibilities under the Plan (hereinafter a "delegated fiduciary"), shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultant, or firm or corporation which employs one or more consultants, upon any opinions furnished by legal counsel, and upon any reports furnished by the Trustee or any Investment Manager. The members of the Committee, the Board of Directors, the Company and any delegated fiduciary shall be fully protected and shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance upon any such consultant, or firm or corporation which employs one or more consultants, Trustee, Investment Manager, or counsel. Any and all such things done or such action taken or suffered by the Committee, the Board of Directors, the Company and any delegated fiduciary shall be conclusive and binding on all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. The Committee and any delegated fiduciary may, but are not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. 58

ARTICLE X AMENDMENT AND ADOPTION OF PLAN 10.1 Right to Amend Plan. The Sponsor, by resolution of the Board of Directors, shall have the right to amend this Plan and Trust Agreement at any time and from time to time and in such manner and to such extent as it may deem advisable, including retroactively, subject to the following provisions: (a) No amendment shall have the effect of reducing any Participant's vested interest in the Plan or eliminating an optional form of distribution. (b) No amendment shall have the effect of diverting any part of the assets of the Plan to persons or purposes other than the exclusive benefit of the Participants or their Beneficiaries. (c) No amendment shall have the effect of increasing the duties or responsibilities of a Trustee without its written consent. (d) No amendment shall result in discrimination in favor of officers, shareholders, or other highly compensated or key employees. The Committee shall have the right to amend the Plan, subject to the above provisions (a) through (d), in accordance with the provisions of Section 9.5(g). 10.2 Adoption of Plan by Affiliated Companies. Subject to approval by the Board of Directors, and consistent with the provisions of ERISA, an Affiliated Company may adopt the Plan for all or any specified group of its Eligible Employees by entering into an adoption agreement in the form and substance prescribed by the Committee. The adoption agreement may include such modification of the Plan provisions with respect to such Eligible Employees as the Committee approves after having determined that no prohibited discrimination or other threat to the qualification of the Plan is likely to result. The Board of Directors may prospectively revoke or modify an Affiliated Company's participation in the Plan at any time and for any or no reason, without regard to the terms of the adoption agreement, or terminate the Plan with respect to such Affiliated Company's Eligible Employees and Participants. By execution of an adoption agreement (each of which by this reference shall become part of the Plan), the Affiliated Company agrees to be bound by all the terms and conditions of the Plan. 59

ARTICLE XI DISCONTINUANCE OF CONTRIBUTIONS In the event the Company decides it is impossible or inadvisable for business reasons to continue to make contributions under the Plan, it may, by resolution of the Board of Directors, discontinue contributions to the Plan. Upon the permanent discontinuance of contributions to the Plan and notwithstanding any other provisions of the Plan, the rights of Participants shall become fully vested and nonforfeitable unless replaced by a comparable plan. The permanent discontinuance of contributions on the part of the Company shall not terminate the Plan as to the funds and assets then held in the Trust, or operate to accelerate any payments of distributions to or for the benefit of Participants or Beneficiaries, and the Trust shall continue to be administered in accordance with the provisions hereof until the obligations hereunder shall have been discharged and satisfied. 60

ARTICLE XII TERMINATION AND MERGER 12.1 Right to Terminate Plan. In the event the Board of Directors decides it is impossible or inadvisable for business reasons to continue the Plan, then it may, by resolution, terminate the Plan. Upon and after the effective date of such termination, the Company shall not make any further contributions under the Plan. Upon the termination or partial termination of the Plan for any reason, the interest in the Trust of each affected Participant shall automatically become fully vested unless the Plan is continued after its termination by conversion of this Plan into a comparable Plan through Plan amendment or through merger. After the satisfaction of all outstanding liabilities of the Plan to persons other than Participants and Beneficiaries, all unallocated assets shall be allocated to the Accounts of Participants to the maximum extent permitted by law. The Trust Fund may not be fully or finally liquidated until all assets are allocated to Accounts; alternatively any unallocated assets may be transferred to another defined contribution plan maintained by the Sponsor or an Affiliated Company qualified under Section 401 of the Code where such assets shall be allocated among the accounts of Participants herein who are participants in such transferee plan. In no event, however, shall any part of the Plan revert to or be recoverable by the Company, or be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries. Notwithstanding the foregoing, amounts held in the 415 Suspense Account may revert to the Company in accordance with Section 13.7. 12.2 Effect on Trustee and Committee. The Trustee and the Committee shall continue to function as such for such period of time as may be necessary for the winding up of this Plan and for the making of distributions in the manner prescribed by the Board of Directors at the time of termination of the Plan. 12.3 Merger Restriction. Notwithstanding any other provision in this Plan, this Plan shall not in whole or in part merge or consolidate with, or transfer its assets or liabilities to, any other plan unless each affected Participant in this Plan would (if such other plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 12.4 Effect of Reorganization, Transfer of Assets or Change in Control. (a) In the event of a consolidation or merger of the Company, or in the event of a sale and/or any other transfer of the operating assets of the Company, any ultimate successor or successors to the business of the Company may continue this Plan in full force and effect by adopting the same by resolution of its board of directors and by executing a proper supplemental or transfer agreement with the Trustee. (b) In the event of a Change in Control (as herein defined), all Participants who were Participants on the date of such Change in Control shall become 100% vested in any amounts allocated to their Company Contribution Accounts on the date of such Change in Control and in any amounts allocated to their Company Contribution Accounts subsequent to the date of the Change in Control. Notwithstanding the foregoing, the Board of Directors may, at its discretion, amend or delete this Paragraph (b) in its entirety prior to the occurrence of any such Change in Control. For the purpose of this Paragraph (b), "Change in Control" shall mean the following and shall be deemed to occur if any of the following events occur: 61

(i) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Sponsor's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Sponsor, as such terms are used Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board; (iii) The stockholders of the Sponsor approve a merger or consolidation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Sponsor outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of the Sponsor or such other entity outstanding immediately after such merger or consolidation, and (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; or (iv) The stockholders of the Sponsor approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the preceding provisions of this Paragraph (b), a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Paragraph is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of the Sponsor's then outstanding voting securities solely in connection with a public offering of the Sponsor's securities or (2) if the "person" described in the preceding provisions of this Paragraph is an employee stock ownership plan or other employee benefit plan maintained by the Company that is qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended. 62

ARTICLE XIII LIMITATION ON ALLOCATIONS 13.1 General Rule. (a) Subject to Sections 13.3 through 13.6 hereof, the total Annual Additions under this Plan to a Participant's Accounts for any Limitation Year shall not exceed the lesser of: (1) Thirty Thousand Dollars ($30,000), or if greater, one-fourth of the defined benefit dollar limitation set forth in Section 415(b)(1) of the Code as in effect for the Limitation Year; or (2) Twenty-five percent (25%) of the Participant's Compensation, from the Company for the Limitation Year. For purposes of this Article XIII, the "Limitation Year" shall mean the Plan Year. (b) For the purpose of this Article XIII and XIV only, the term "Company" shall mean the Sponsor and any Affiliated Company whether or not such Affiliated Company has adopted the Plan pursuant to Section 8.2. Solely for purposes of this Article XI, an entity shall be considered an Affiliated Company by reference to Code Section 415(h). 13.2 Annual Additions. For purposes of Section 13.1, the term "Annual Additions" shall mean with respect to a Participant, for any Limitation Year with respect to this Plan and each other defined contribution plan, within the meaning of Code Section 415(k), maintained by the Company ("Defined Contribution Plan"), the sum of the amounts determined under Sections 13.2(a), (b), (c), (d), (e) and (f) hereof: (a) All amounts contributed or deemed contributed by the Company. (b) All amounts contributed by the Participant. (c) Forfeitures allocated to such Participant. (d) Any amounts allocated to an account established under a pension or annuity plan to provide medical benefits with respect to a Participant after retirement under Section 401(h) of the Code. (e) Any amounts allocated for such Plan Year which amounts are derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post retirement medical or life insurance benefits allocated to the separate account of a key employee (as defined in Code Section 416(i) under Code Section 419A(d)(1). (f) Excess deferral amounts determined pursuant to Sections 4.5 and 6.14. (g) Excess deferral amounts determined pursuant to Section 4.4 to the extent such amounts are distributed after the first April 15th following the close of the Participant's taxable year. 63

Notwithstanding the foregoing, Sections 13.2(d) and 13.2(e) above shall not be included in any amount treated as an Annual Addition for purposes of applying the limitations contained in Section 13.1(a)(2) above. A Participant's Rollover Contributions shall not be considered Annual Additions. 13.3 Other Defined Contribution Plans. If the Company maintains any other Defined Contribution Plan, then each Participant's Annual Additions under such Defined Contribution Plan shall be aggregated with the Participant's Annual Additions under this Plan for the purposes of applying the limitations of Section 13.1. 13.4 Defined Benefit Plans. If a Participant in this Plan has also been a participant in a defined benefit plan (as defined in Section 415(k) of the Code) maintained by the Company ("Defined Benefit Plan"), then in addition to the limitation contained in Section 13.1 hereof, the sum of the "Defined Benefit Fraction," as defined in Section 13.4(a) hereof, and the "Defined Contribution Fraction," as defined in Section 13.4(b) hereof, for any Limitation Year shall not exceed 1.0. (a) "Defined Benefit Fraction" shall mean a fraction, the numerator of which is the total projected benefit of a Participant under all Defined Benefit Plans expressed as either an annual straight life annuity or a qualified joint and survivor annuity providing the maximum permissible survivor benefit (determined as of the close of the Limitation Year), and the denominator of which is the lesser of (1) the maximum dollar amount otherwise allowable for such Limitation Year under Section 415(b)(1)(A) of the Code times 1.25 or (2) the percentage of compensation limit under Section 415(b) (1)(B) of the Code for such Limitation Year times 1.4. (b) "Defined Contribution Fraction" shall mean a fraction, the numerator of which is the sum of the Participant's Annual Additions to this Plan and all other Defined Contribution Plans as of the end of a Limitation Year, and the denominator of which is the sum, determined for such Limitation Year and each prior Limitation Year of the Participant's service with the Company of the lesser of (1) the maximum dollar Annual Addition under Section 415(c)(1)(A) of the Code (determined without regard to Section 415(c)(6) of the Code) which could have been made for the Limitation Year times 1.25 or (2) the amount determined under the percentage of compensation limit for such Limitation Year under Section 415(c)(1)(B) of the Code times 1.4. In computing the Defined Contribution Fraction under this Section 11.4(b) with respect to any Limitation Year ending after December 31, 1982, the special transition rule provided in Section 415(e)(6) of the Code shall be applicable. 13.5 Adjustments for Excess Combined Plan Fraction and Excess Annual Additions. To the extent that the Annual Additions on behalf of any Participant in a Limitation Year to this Plan and all other Defined Contribution Plans exceed the limitations set forth in Sections 13.1 through 13.3 hereof, then excess Annual Additions shall be eliminated in accordance with the following rules and in the following order: (a) If the Annual Additions on behalf of a Participant in a Limitation Year to the Plan and all other Defined Contribution Plans would cause the sum of the Defined Contribution Fraction and Defined Benefit Fraction to exceed 1.0 as determined under Section 13.4 hereof, the excess shall be eliminated by first applying the provisions such other Defined Benefit Plans that are applicable to reduce the Annual Addition or annual benefit under such other plans (except to the extent that this may be prohibited by law or by the terms of such plans). 64

(b) If, after the application of Paragraph (a) above, excess Annual Additions on behalf of any Participant remain, such excess shall be eliminated by reducing the allocation to the Participant's Account by the amount of the excess and treating such amount as a forfeiture under Section 5.3 hereof and reallocating such amount proportionately to the Accounts of other Participants receiving allocations for the Limitation Year up to the limits set forth in Sections 13.1 through 13.3 hereof. The allocation to the Participant's Account shall be reduced in the following order until such excess is Tax Deposits that are not Sharing Deposits, After Tax Deposits and Before Tax Deposits that are Sharing Deposits and Company Contributions on a pro-rata basis. (c) After each Participant's Account has been credited under Paragraph (b) with an amount bringing his Account up to his maximum Annual Addition (determined under the provisions of this Article XIII), any remaining excess Annual Addition shall be transferred and credited to a 415 Suspense Account established for the purpose of this Section 13.5. (d) Any amounts held in the 415 Suspense Account shall be treated as Company contributions and allocated to the Accounts of Participants as of the last day of the next succeeding Plan Year in accordance with the allocation formula applicable to Company contributions provided in Section 6.4. The 415 Suspense Account shall be exhausted before any Company contributions shall be allocated to the Accounts of Participants subsequent to the date upon which any residue excess Annual Addition as described in Paragraph (c) is credited to the 415 Suspense Account. 13.6 Compensation. For purposes of this Article XIII, Compensation shall mean a Participant's earned income, wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company maintaining the Plan to the extent that the amounts are includable in gross income (including, but not limited to, commissions paid to salespeople, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation Section 1.62-2(c)), and shall exclude the following: (a) Company contributions to a plan of deferred compensation which are not included in a Participant's gross income for the taxable year in which contributed, Company contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a plan of deferred compensation; (b) Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Participant becomes freely transferable, or is no longer subject to a substantial risk of forfeiture; (c) Amounts realized in the sale, exchange or other disposition of stock acquired under a qualified stock option; (d) Other amounts which received special tax benefits, or contributions made by the Company (whether or not under a salary reduction agreement) toward the purchase of an annuity contract described in Code Section 403 (b) (whether or not the contributions are actually excludable from the gross income of the Employee). 65

(e) Any contribution for medical benefits (within the meaning of Section 419(f)(2) of the Code) after termination of employment which is otherwise treated as an Annual Addition; and (f) Any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code. Compensation for any Limitation Year is the compensation actually paid or made available during such year, provided, however, that the compensation taken into account for purposes of this Article XIII and Article XIV shall be limited in accordance with Code Section 401(a)(17) and related regulations to $150,000 (or such amount as is adjusted by the Secretary of Treasury). Notwithstanding the foregoing, for Plan Years beginning prior to January 1, 1994, the compensation shall not exceed $200,000 as adjusted by the Secretary of the Treasury and consistent with the terms of the Plan at such time. 13.7 Treatment of 415 Suspense Account Upon Termination. In the event the Plan shall terminate at a time when all amounts in the 415 Suspense Account have not been allocated to the Accounts of the Participants, the 415 Suspense Account amounts shall be applied as follows: (a) The amount in the 415 Suspense Account shall first be allocated, as of the Plan termination date, to Participants in accordance with the allocation formula applicable to Company contributions provided under Section 6.4. (b) If, after those allocations have been made, any further residue funds remain in the 415 Suspense Account, the residue may revert to the Company in accordance with applicable provisions of the Code, ERISA, and the regulations thereunder. 66

ARTICLE XIV TOP-HEAVY RULES 14.1 Applicability. Notwithstanding any provision in this Plan to the contrary, and subject to the limitations set forth in Section 14.8, the requirements of Sections 14.4, 14.5, 14.6 and 14.7 shall apply under this Plan in the case of any Plan Year in which the Plan is determined to be a Top-Heavy Plan under the rules of Section 14.3. For the purpose of this Article XIV and XIII only, the term "Company" shall mean the Sponsor and any Affiliated Company whether or not such company has adopted the Plan pursuant to Section 10.2. 14.2 Definitions. For purposes of this Article XIV, the following special definitions and definitional rules shall apply: (a) The term "Key Employee" means any Employee or former Employee who, at any time during the Plan Year or any of the four preceding Plan Years, is or was: (i) An officer of the Company having an annual Compensation greater than 50% of the amount in effect under Code Section 415(b)(1)(A) for the Plan Year; provided, however, for such purposes no more than 50 Employees (or, if lesser, the greater of three Employees or 10% of the Employees) shall be treated as officers; (ii) One of the ten Employees having annual Compensation from the Company of more than the limitation in effect under Code Section 415(c)(1)(A) and owning (or considered as owning within the meaning of Code Section 318) the largest interests in the Company. For this purpose, if two Employees have the same interest in the Company, the Employee having greater annual Compensation from the Company shall be treated as having a larger interest; (iii) A Five Percent Owner of the Company; or (iv) A One Percent Owner of the Company having an annual Compensation from the Company of more than $150,000. (b) The term "Five Percent Owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than 5% of the outstanding stock of the Company or stock possessing more than 5% of the total combined voting power of all stock of the Company. (c) The term "One Percent Owner" means any person who would be described in Paragraph (b) if "1%" were substituted for "5%" each place where it appears therein. (d) The term "Non-Key Employee" means any Employee who is not a Key Employee. (e) The term "Determination Date" means, with respect to any plan year, the last day of the preceding plan year. In the case of the first plan year of any plan, the term "Determination Date" shall mean the last day of that plan year. (f) The term "Aggregation Group" means (i) each plan of the Company in which a Key Employee is a Participant, and (ii) each other plan of the Company which enables any plan described in clause (i) to meet the requirements of Code Sections 401(a)(4) or 410. Any plan not required to be included in an Aggregation Group under the preceding rules may be treated as being 67

part of such group if the group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with the plan being taken into account. (g) For purposes of determining ownership under Paragraphs (a), (b) and (c) above, the following special rules shall apply: (i) Code Section 318(a)(2)(C) shall be applied by substituting "5%" for "50%", and (ii) the aggregation rules of Subsections (b), (c) and (m) of Code Section 414 shall not apply, with the result that the ownership tests of this Section 14.2 shall apply separately with respect to each Affiliated Company. (h) The terms "Key Employee" and "Non-Key Employee" shall include their Beneficiaries, and the definitions provided under this Section 14.2 shall be interpreted and applied in a manner consistent with the provisions of Code Section 416(i) and the regulations thereunder. (i) For purposes of this Article XIV, an Employee's Compensation shall be determined in accordance with the rules of Section 13.6. 14.3 Top-Heavy Status. (a) The term "Top-Heavy Plan" means, with respect to any Plan Year: (i) Any defined benefit plan if, as of the Determination Date, the present value of the cumulative accrued benefits under the plan for Key Employees exceeds 60% of the present value of the cumulative accrued benefits under the plan for all Employees; and (ii) Any defined contribution plan if, as of the Determination Date, the aggregate of the account balances of Key Employees under the plan exceeds 60% of the aggregate of the account balances of all Employees under the plan. In applying the foregoing provisions of this Paragraph (a), the valuation date to be used in valuing Plan assets shall be (A) in the case of a defined benefit plan, the same date which is used for computing costs for minimum funding purposes, and (B) in the case of a defined contribution plan, the most recent valuation date within a 12-month period ending on the applicable Determination Date. (b) Each plan maintained by the Company required to be included in an Aggregation Group shall be treated as a Top-Heavy Plan if the Aggregation Group is a Top-Heavy Group. (c) The term "Top-Heavy Group" means any Aggregation Group if the sum (as of the Determination Date) of (i) the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in the group, and (ii) the aggregate of the account balances of Key Employees under all defined contribution plans included in the group exceeds 60% of a similar sum determined for all Employees. For purposes of determining the present value of the cumulative accrued benefit of any Employee, or the amount of the account balance of any Employee, such present value or amount shall be increased by the aggregate distributions made with respect to the Employee under the plan during the five year period ending on the Determination Date. The preceding prior distribution rule shall also apply to distributions under a terminated plan that, if it had not been terminated, would have been required to be included in an Aggregation Group; provided, however, any rollover contribution or similar transfer initiated by the Employee and made after December 31, 1983, to a plan shall not be taken into account with respect to the transferee plan for purposes of determining whether such plan is a Top-Heavy Plan (or whether any Aggregation Group which includes such plan is a Top-Heavy Group). 68

(d) If any individual is a Non-Key Employee with respect to any plan for any plan year, but the individual was a Key Employee with respect to the plan for any prior plan year, any accrued benefit for the individual (and the account balance of the individual) shall not be taken into account for purposes of this Section 14.3. (e) If any individual has not performed services for the Company at any time during the five year period ending on the Determination Date, any accrued benefit for such individual (and the account balance of the individual) shall not be taken into account for purposes of this Section 14.3 (f) In applying the foregoing provisions of this Section, the accrued benefit of a Non-Key Employee shall be determined (i) under the method, if any, which is used for accrual purposes under all plans of the Company and any Affiliated Companies, or (ii) if there is no such uniform method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(1)(C). (g) For all purposes of this Article XIV, the definitions provided under this Section 14.3 shall be applied and interpreted in a manner consistent with the provisions of Code Section 416(g) and the Regulations thereunder. 14.4 Minimum Contributions. For any Plan Year in which the Plan is determined to be a Top-Heavy Plan, the minimum Company Contributions for that year shall be determined in accordance with the rules of this Section 14.4. (a) Except as provided below, the minimum contribution (including for Plan Years beginning after December 31, 1984, amounts deferred under a cash or deferred arrangement under Code Section 401(k)) for each Non-Key Employee shall be not less than 3% of his compensation. For purposes of satisfying the minimum contribution requirement, Before Tax Deposits and Matching Contributions as defined in Section 6.13(b)(iv) shall not be taken into account. (b) Subject to the following rules of this Paragraph (b), the percentage set forth in Paragraph (a) above shall not be required to exceed the percentage at which contributions (including for Plan Years beginning after December 31, 1984, amounts deferred under a cash or deferred arrangement under Code Section 401(k)) are made (or are required to be made) under the Plan for the year for the Key Employee for whom the percentage is the highest for the year. This determination shall be made by dividing the contributions for each Key Employee by so much of his total compensation for the Plan Year as does not exceed the applicable Compensation limit. For purposes of this Paragraph (b), all defined contribution plans required to be included in an Aggregation Group shall be treated as one plan. Notwithstanding the foregoing, the exceptions to Paragraph (a) as provided under this Paragraph (b) shall not apply to any plan required to be included in an Aggregation Group if the plan enables a defined benefit plan to meet the requirements of Code Sections 401(a)(4) or 410. (c) The Participant's minimum contribution determined under this Section 14.4 shall be calculated without regard to any Social Security benefits payable to the Participant. (d) In the event a Participant is covered by both a defined contribution and a defined benefit plan maintained by the Company, both of which are determined to be Top-Heavy Plans, the Company shall satisfy the minimum benefit requirements of Code Section 416 by providing (in lieu 69

of the minimum contribution described in Paragraph (a) above) a minimum benefit under the defined benefit plan so as to prevent the duplication of required minimum benefits hereunder. 14.5 Reserved for Future Modifications. 14.6 Maximum Annual Addition. (a) Except as set forth below, for any Plan Year in which the Plan is determined to be a Top-Heavy Plan, the rules of Section 13.4(b) and (c) shall be applied by substituting "1.0" for "1.25". (b) The rule set forth in Paragraph (a) above shall not apply if (i) the minimum contribution requirement of Section 14.4(a) above would be satisfied after substituting "4%" for "3%" where it appears therein, and (ii) the Plan would not be a Top-Heavy Plan if "90%" were substituted for "60%" each place it appears in Section 14.3(a)(ii). (c) The rules of Paragraph (a) shall not apply with respect to any Employee as long as there are no (i) Company Contributions (including amounts deferred under a cash or deferred arrangement under Code Section 401(k)), forfeitures, or voluntary nondeductible contributions allocated to the Employee under a defined contribution plan maintained by the Company, or (ii) accruals by the Employee under a defined benefit plan maintained by the Company. 14.7 Minimum Vesting Rules. (a) For any Plan Year in which it is determined that the Plan is a Top-Heavy Plan, the vesting schedule of the Plan shall be changed to that set forth below (unless the Plan's vesting schedule otherwise provides for vesting at a rate at least as rapid as that set forth below):
Number of Full Years of Credited Service ----------------------Less than 3 years 3 or more Nonforfeitable Percentage -------------0% 100%

(b) If the Plan ceases to be a Top-Heavy Plan, the vesting schedule of the Plan shall (for such Plan Years as the Plan is not a Top-Heavy Plan) revert to that provided in Section 7.2 (the "Regular Vesting Schedule"). If such reversion to the Regular Vesting Schedule is deemed to constitute a vesting schedule change that is attributable to a Plan amendment (within the meaning of Code Section 411(a)(10)), then such reversion to said Regular Vesting Schedule shall be subject to the requirements of Code Section 411(a)(10) of this Plan. For such purposes, the date of the adoption of such deemed amendment shall be the Determination Date as of which it is determined that the Plan has ceased to be a Top-Heavy Plan. 14.8 Noneligible Employees. The rules of this Article XIV shall not apply to any Employee included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers if retirement benefits were the subject of good faith bargaining between such employee representatives and the employer or employers. 70

ARTICLE XV RESTRICTION ON ASSIGNMENT OR OTHER ALIENATION OF PLAN BENEFITS 15.1 General Restrictions Against Alienation. (a) The interest of any Participant or his Beneficiary in the income, benefits, payments, claims or rights hereunder, or in the Trust Fund, shall not in any event be subject to sale, assignment, hypothecation, or transfer. Each Participant and Beneficiary is prohibited from anticipating, encumbering, assigning, or in any manner alienating his or her interest under the Trust Fund, and is without power to do so, except as may be permitted in connection with providing security for a loan from the Plan to the Participant pursuant to the provisions of this Plan as it may be amended from time to time. The interest of any Participant or Beneficiary shall not be liable or subject to his debts, liabilities, or obligations, now contracted, or which may hereafter be contracted, and such interest shall be free from all claims, liabilities, or other legal process now or hereafter incurred or arising. Neither the interest of a Participant or Beneficiary, nor any part thereof, shall be subject to any judgment rendered against any such Participant or Beneficiary. Notwithstanding the foregoing, a Participant's or Beneficiary's interest in the Plan may be subject to the enforcement of a Federal tax levy made pursuant to Code Section 6331 or the collection by the United States on a judgment resulting from an unpaid tax assessment. (b) In the event any person attempts to take any action contrary to this Article XV, such action shall be null and void and of no effect, and the Company, the Committee, the Trustee and all Participants and their Beneficiaries, may disregard such action and are not in any manner bound thereby, and they, and each of them, shall suffer no liability for any such disregard thereof, and shall be reimbursed on demand out of the Trust Fund for the amount of any loss, cost or expense incurred as a result of disregarding or of acting in disregard of such action. (c) The foregoing provisions of this Section shall be interpreted and applied by the Committee in accordance with the requirements of Code Section 401(a)(13) and ERISA Section 206(d) as construed and interpreted by authoritative judicial and administrative rulings and regulations. 15.2 Qualified Domestic Relations Orders. The rules set forth in Section 15.1 above shall not apply with respect to a "Qualified Domestic Relations Order" as described below. (a) A "Qualified Domestic Relations Order" is a judgment, decree, or order (including approval of a property settlement agreement) that: (i) Creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable under this Plan with respect to a Participant, (ii) Relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant, (iii) Is made pursuant to a State domestic relations law (including a community property law), and 71

(iv) Clearly specifies: (A) the name and last known mailing address (if any) of the Participant and the name and mailing address of each Alternate Payee covered by the order (if the Plan Administrator does not have reason to know that address independently of the order); (B) the amount or percentage of the Participant's benefits to be paid to each Alternate Payee, or the manner in which the amount or percentage is to be determined; (C) the number of payments or period to which the order applies; and (D) each plan to which the order applies. For purposes of this Section 15.2, "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefits payable with respect to the Participant. (b) A domestic relations order is not a Qualified Domestic Relations Order if it requires: (i) The Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan; (ii) The Plan to provide increased benefits; or (iii) The payment of benefits to an Alternate Payee that are required to be paid to another Alternate Payee under a previous Qualified Domestic Relations Order. (c) A domestic relations order shall not be considered to fail to satisfy the requirements of Paragraph (b)(i) above with respect to any payment made before a Participant has separated from service solely because the order requires that payment of benefits be made to an Alternate Payee: (i) On or after the date on which the Participant attains (or would have first attained) his earliest retirement age (as defined in Code Section 414(p)(4)(B)); (ii) As if the Participant had retired on the date on which such payment is to begin under such order (but taking into account only the present value of accrued benefits and not taking into account the present value of any subsidy for early retirement benefits); and (iii) In any form in which such benefits may be paid under the Plan to the Participant (other than in the form of a joint and survivor annuity with respect to the Alternate Payee and his or her subsequent spouse). Notwithstanding the foregoing, if the Participant dies before his earliest retirement age (as defined in Section 414 (p)(4)(B)), the Alternate Payee is entitled to benefits only if the Qualified Domestic Relations Order requires survivor benefits to be paid to the Alternate Payee. (d) To the extent provided in any Qualified Domestic Relations Order, the former spouse of a Participant shall be treated as a surviving Spouse of the Participant for purposes of applying the rules (relating to minimum survivor annuity requirements) of Code Sections 401(a)(11) and 417, and any current spouse of the Participant shall not be treated as a spouse of the Participant for such purposes. 72

(e) In the case of any domestic relations order received by the Plan, the Plan Administrator shall promptly notify the Participant and any Alternate Payee of the receipt of the order and the Plan's procedures for determining the qualified status of domestic relations orders. Within a reasonable period after the receipt of the order, the Plan Administrator shall determine whether the order is a Qualified Domestic Relations Order and shall notify the Participant and each Alternate Payee of such determination. (f) The Plan Administrator shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under Qualified Domestic Relations Orders. During any period in which the issue of whether a domestic relations order is a Qualified Domestic Relations Order is being determined (by the Plan Administrator, by a court of competent jurisdiction, or otherwise), the Plan Administrator shall segregate in a separate account in the Plan (or in an escrow account) the amounts which would have been payable to the Alternate Payee during the period if the order had been determined to be a Qualified Domestic Relations Order. If within the 18 Month Period (as defined below), the order (or modification thereof) is determined to be a Qualified Domestic Relations Order, the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. However, if within the 18 Month Period (i) it is determined that the order is not a Qualified Domestic Relations Order, or (ii) the issue as to whether the order is a Qualified Domestic Relations Order is not resolved, then the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to the amounts if there had been no order (assuming such benefits were otherwise payable). Any determination that an order is a Qualified Domestic Relations Order that is made after the close of the 18 Month Period shall be applied prospectively only. For purposes of this Section 15.2, the "18 Month Period" shall mean the 18 month period beginning with the date on which the first payment would be required to be made under the domestic relations order. 73

ARTICLE XVI MISCELLANEOUS PROVISIONS 16.1 No Right of Employment Hereunder. The adoption and maintenance of this Plan and Trust shall not be deemed to constitute a contract of employment or otherwise between the Company and any Employee or Participant, or to be a consideration for, or an inducement or condition of, any employment. Nothing contained herein shall be deemed to give any Employee the right to be retained in the service of the Company or to interfere with the right of the Company to discharge, with or without cause, any Employee or Participant at any time, which right is hereby expressly reserved. 16.2 Limitation on Company Liability. Any benefits payable under this Plan shall be paid or provided for solely from the Plan and the Company assumes no liability or responsibility therefor. 16.3 Effect of Article Headings. Article headings are for convenient reference only and shall not be deemed to be a part of the substance of this instrument or in any way to enlarge or limit the contents of any Article. 16.4 Gender. Masculine gender shall include the feminine and the singular shall include the plural unless the context clearly indicates otherwise. 16.5 Interpretation. The provisions of this Plan shall in all cases be interpreted in a manner that is consistent with this Plan satisfying (a) the requirements of Code Section 401(a) and related statutes for qualification as a defined contribution plan and (b) the requirements of Code Section 401(k) and related statutes for qualification as a cash or deferred arrangement. 16.6 Withholding For Taxes. Any payments from the Trust Fund may be subject to withholding for taxes as may be required by any applicable federal or state law. 16.7 California Law Controlling. All legal questions pertaining to the Plan which are not controlled by ERISA shall be determined in accordance with the laws of the State of California and all contributions made hereunder shall be deemed to have been made in that State. 16.8 Plan and Trust as One Instrument. This Plan and the Trust Agreement shall be construed together as one instrument. In the event that any conflict arises between the terms and/or conditions of the Trust Agreement and this Plan, the provisions of this Plan shall control, except that with respect to the duties and responsibilities of the Trustee, the Trust Agreement shall control. 16.9 Invalid Provisions. If any paragraph, section, sentence, clause or phrase contained in this Plan shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be incapable of being construed or limited in a manner to make it enforceable, or is otherwise held by such court to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Plan shall not be affected thereby. 74

16.10 Counterparts. This instrument may be executed in one or more counterparts each of which shall be legally binding and enforceable. Allergan, Inc. hereby executes this instrument, evidencing the terms of the Allergan, Inc. Savings and Investment Plan as restated this 3rd day of April 1996. ALLERGAN, INC.
By: /s/ Francis R. Tunney, Jr. --------------------------------Secretary

75

EXHIBIT 10.3 ALLERGAN, INC. PENSION PLAN RESTATED 1996

Table of Contents
INTRODUCTION ARTICLE I Definitions and Construction 1.1 Definitions 1.2 Gender ARTICLE II Participation 2.1 2.2 P 1

2 2 8

Participation As Of the Effective Date Other Eligible Employees

9 9 9

ARTICLE III Accrual of Benefits 3.1 Accrued Benefit Formula 3.2 Minimum Accrued Benefits ARTICLE IV Benefits 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 ARTICLE V Form of Pensions 5.1 5.2 5.3 5.4 Normal Retirement Postponed Retirement Early Retirement Termination of Employment Maximum Pension Defined Benefit Fraction and Defined Contribution Fraction Mandatory Commencement of Benefits Reemployment Early Disability Retirement Other Disabled Participants Nonforfeitable Interest Compensation for Maximum Pension

1 1 1

1 1 1 1 1 1 1 1 1 1 1 1 1

Unmarried Participants Married Participants Optional Benefits Cash-Outs

1 1 1 1 1

Table of Contents Continued
P ARTICLE VI Pre-retirement Death Benefits 6.1 Eligibility 6.2 Benefit 6.3 Alternate Death Benefit 6.4 Children's Survivor Benefit ARTICLE VII Contributions 7.1 7.2 7.3 ARTICLE VIII Administration 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 2 2 2 2 2

Company Contributions Source of Benefits Irrevocability

2 2 2 2

Appointment of Committee Transaction of Business Voting Responsibility of Committee Committee Powers Additional Powers of Committee Periodic Review of Funding Policy Application for Determination of Benefits Limitation on Liability Indemnification and Insurance Compensation of Committee and Plan Expenses Resignation Reliance Upon Documents and Opinions

2 2 2 2 2 2 2 2 2 2 2 2 2 2

ARTICLE IX Termination and Merger 9.1 Right to Terminate Plan 9.2 Mergers, etc. 9.3 Effect of Reorganization, Transfer of Assets or Change in Control 9.4 Termination Restrictions Effective prior to January 1, 1994 9.5 Termination Restrictions Effective on or after January 1, 1994

2 2 2 2 2 3

ii

Table of Contents Continued
PAGE ARTICLE X Miscellaneous 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 32 32 32 32 32 32 32 33 33 33 33 33 33 33 33 34

Forfeitures Amendment Nonalienation of Benefits Facility of Payment California Law Controlling Lapsed Benefits Effect of Article Headings Interpretation Withholding For Taxes Plan and Trust as One Instrument Invalid Provisions Counterparts No Right of Employment Hereunder Appointment of Investment Manager Qualified Domestic Relations Orders

ARTICLE XI Top-Heavy Provisions 11.1 Applicability 11.2 Definitions 11.3 Top-Heavy Status 11.4 Minimum Benefit 11.5 Maximum Benefit 11.6 Minimum Vesting Rules 11.7 Noneligible Employees APPENDIX A APPENDIX B

36 36 36 37 38 39 39 40 41 44

iii

SERVICE EFFECTIVE DATES Vesting and benefit years of service include service with the following companies (or their predecessors) effective on the dates shown:
Vesting Service Effective Date ----------At hire At hire 04/30/86 At At At At hire hire hire hire Benefit Service Effective Date ----------04/11/80 04/11/80 04/30/86 04/30/86 09/08/94 04/30/86 03/01/92 01/01/87 11/13/87 11/13/87 01/27/95

Allergan America Allergan Puerto Rico, Inc. (formerly Allergan Caribbean) Allergan Surgical (formerly Innovative Surgical Products) Allergan Medical Optics Allergan Medical Optics-Ioptex Allergan Medical Optics-Puerto Rico Allergan Medical Optics-Lenoir Deparments 120-130 Allergan Humphrey Allergan Optical Inc. (formerly International Hydron Corporation) Allergan Optical Puerto Rico, Inc. Optical Micro Systems, Inc.

02/07/80 At hire At hire At hire

iv

ALLERGAN, INC. PENSION PLAN INTRODUCTION This document, made and entered into by Allergan, Inc., a Delaware corporation ("Allergan"), evidences the terms of a defined benefit plan for Eligible Employees of Allergan and any Affiliates that are authorized by the Board of Directors of Allergan to participate in the Plan, to be known hereafter as the "Allergan, Inc. Pension Plan" (the "Plan"). The Plan shall be effective on the day after the Spin-Off Date, as that term is defined below (the "Effective Date"). Prior to the Effective Date of this Plan, Eligible Employees were eligible to participate in the Retirement Plan for Employees of SmithKline Beckman Corporation (the "SKB Plan"). On or about July 26, 1989, SmithKline Beckman Corporation distributed the stock of Allergan to its shareholders, rendering Eligible Employees of the Company ineligible to participate in the SKB Plan. (The date upon which such distribution occurred shall hereinafter be referred to as the "Spin-Off Date".) 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 Allergan who terminated prior to the Spin-Off Date shall continue to be paid under this Plan. This Plan is an employee benefit plan that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") as a qualified pension plan. The provisions of this Plan are intended to comply with the requirements of applicable federal pension law, as enacted through the Omnibus Budget Reconciliation Act of 1993, so as to assure that the trust created under the Plan is tax exempt pursuant to the provisions of Code Sections 401(a) and 501(a).

ARTICLE I Definitions and Construction 1.1 Definitions. Whenever used in this Plan: "Accrued Benefit" means, for each Participant, the amount of pension accrued by him under Article III as of the date of reference. Accrued Benefits shall only be payable in accordance with Articles IV and VI. "Active Participant" means a Participant who has become an Active Participant as provided in Article II and has at all times thereafter been an Eligible Employee. "Actuarial Equivalent" means a benefit of equal actuarial value under the assumptions set forth in Appendix A. "Affiliate" means (a) any corporation (other than the Company) that is a member of a controlled group of corporations (within the meaning of Code Section 414(b), applied for purposes of Section 4.5 with regard to Code Section 415(h)) of which the Company is a member, (b) any trade or business that is under common control with the Company, within the meaning of Section Code 414(c), (c) any service organization that is included in an affiliated service group, within the meaning of Code Section 414(m), of which affiliated service group the Company is also a member, (d) any other entity required to be aggregated with the Company pursuant to Code Section 414(o), and (e) any other entity designated as an Affiliate by the Company. "Age" means age at most recent birthday. "Average Earnings" means, for each Participant, 12 times the monthly average of his Earnings for the 60 consecutive months that yield the highest average. For purposes of this Section, nonconsecutive months interrupted only by months in which a Participant has no Earnings shall be treated as consecutive. If a Participant does not have Earnings in 60 consecutive whole months, his Average Earnings shall be 12 times the monthly average of his Earnings in all of the whole months in which he is an Employee. "Beneficiary" means the person or persons last designated by the Participant to receive the interest of a deceased Participant. "Benefit Year" means a credit used to measure a Participant's service in calculating his Accrued Benefit. Each Active Participant shall be credited with a number of Benefit Years equal to 1/365th of the aggregate number of days between each of his Employment Dates and the Separation from Service immediately following such Employment Date, disregarding any day such Participant is not an Eligible Employee. "Board of Directors" means the Board of Directors of Allergan as it may from time to time be constituted. "Company" means Allergan, Inc. ("Allergan"), and such Affiliates as may from time to time participate in the Plan by authorization of the Boards of Directors of Allergan and of such Affiliates. "Earnings" means the 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 2

service (annual training), pay received for being available for work, if required (call-in premium), amounts of salary reduction elected by the Participant under a Code Section 401(k) cash or deferred arrangement or a Code Section 125 cafeteria plan, shift differential and premium, sickness/accident related pay, vacation pay, vacation shift premium, and bonus amounts paid under the following programs: (1) Sales bonus, (2) "Management Bonus Payments" (MBP), either in cash or in restricted stock, (3) Group performance sharing payments, such as the "Partners for Success", and "Profit Sharing" for the Humphrey operations; but excluding 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; Share Value Plan or other long-term incentive awards, bonuses or payments; special individual recognition payments which are nonrecurring in nature, including the "Impact Award" payments, and "Employee of the Year" payments; tuition reimbursement; and contributions by the Company under this 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 Participant under a Code Section 401(k) cash or deferred arrangement or a Code Section 125 cafeteria plan), 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. The Earnings taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $150,000 as adjusted at the time and in such manner as permitted under Code Section 401(a)(17)(B). Notwithstanding the foregoing, for Plan Years beginning prior to January 1, 1994, the Earnings taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $200,000. This limitation shall be adjusted by the Secretary of the Treasury at the same time and in the same manner as under Code Section 415(d), except that the dollar limitation in effect on January 1 of any calendar year shall be effective for years beginning in such calendar year and the first adjustment to the $200,000 limitation shall be effected on January 1, 1990. If the period for determining Earnings used in calculating an Employee's allocation for a Plan Year is a short Plan Year (i.e. shorter than 12 months), the Earnings limit is an amount equal to the otherwise applicable Earnings limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year, and the denominator of which is 12. In determining the Earnings of an Employee, the rules of Code Section 414(q)(6) shall apply, except that in applying such rules, the term "family" shall include only the spouse of the Employee and any lineal descendants of the Employee who have not attained age 19 before the close of the Plan Year. If, as the result of the application of such rules the applicable Earnings limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Earnings as determined under this Section prior to the applicatio of this limitation. A Participant shall be deemed to have no Earnings in any month in which he is not an Eligible Employee for the entire month. "Eligibility Computation Period" means, for each Employee, the 12-consecutive-month period that begins on his Employment Date and each calendar year that begins after his Employment Date. 3

"Eligible Employee" means an Employee who is employed by the Company or by an Affiliate designated by the Board of Directors of Allergan, but not by a joint venture in which the Company or such Affiliate is a joint venturer; provided, that an Employee with respect whom retirement benefits have been the subject of good faith collective bargaining shall be an Eligible Employee only to the extent a collective bargaining agreement relating to him so provides. An Employee of an Affiliate or of the Company who is neither a United States citizen nor a United States resident shall not be an Eligible Employee. Notwithstanding the preceding sentence, for Plan Years beginning prior to January 1, 1996, an Eligible Employee shall not include a temporary employee classified as such by the Affiliate or the Company. "Eligible Retirement Plan" means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a) that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. "Eligible Rollover Distribution" means any distribution, on or after January 1, 1993, of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does 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); and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 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's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order (as defined in Article X) are Distributees with regard to the interest of the spouse or former spouse. "Employee" means a person who is employed by or is an officer of the Company or an Affiliate. "Employment Date" means the day on which an Employee completes his first Hour of Service for the performance of duties. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Fund" means the assets accumulated for purposes of the Plan. "Highly Compensated Employee" means an employee as defined in Code Section 414(q) and regulations thereunder. For purposes of determining the group of Highly Compensated 4

Employees for a determination year, the lookback year calculation for a determination year shall be made on the basis of the calendar year ending with or within the applicable determination year. "Hour of Service" means a credit used to measure service for purposes of determining a Participant's eligibility to participate in the Plan. Hours of Service are credited as follows: (a) Each week shall count as 45 Hours of Service in which an Employee is (i) employed by the Company or any Affiliate in a position designated by the Company as full time, (ii) absent from a full time position as a result of temporary disability on account of illness or accident, (iii) on leave of absence from a full time position not exceeding 30 days granted by the Company under a uniform policy, or (iv) absent from a full time position while covered by a long term disability plan maintained by the Company. (b) Each week of absence for military service from which the Employee returns to the Company or an Affiliate with legally protected reemployment rights shall count as a number of Hours of Service equal to the number of hours of work in the Employee's customary week of work at the time the absence began. (c) Each hour which is not included in a period described in Paragraph (a) or (b) but for which an Employee is directly or indirectly paid or entitled to payment by the Company or an Affiliate for the performance of duties, including back pay, without regard to mitigation of damages, shall count as one Hour of Service. For purposes of this Paragraph (c), Hours of Service shall be determined by dividing the payments received or due for reasons other than the performance of duties by the lesser of (A) the Employee's most recent hourly rate of compensation for the performance of duties or (B) the Employee's average hourly rate of compensation for the performance of duties for the most recent computation period in which the Employee completed more than 375 Hours of Service. (d) Each hour in or attributable to a period of time during which an Employee performs no duties (irrespective of whether he has had a Separation from Service) due to a vacation, holiday, illness, incapacity (including disability), layoff, jury duty or a leave of absence for which he is so paid or so entitled to payment by the Company or an Affiliate, whether direct or indirect, shall count as an Hour of Service; provided, however, that (i) no more than 501 Hours of Service shall be credited under this paragraph to an Employee on account of any such period; and (ii) no such hours shall be credited to an Employee if attributable to payments made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation or disability insurance laws or to a payment which solely reimburses the Employee for medical or medically related expenses incurred by him. (e) Hours of Service for the performance of duties shall be credited to the Employee for the computation period or periods in which the services are performed. Hours of Service for back pay shall be credited to the Employee for the computation period or computation periods to which the award or agreement pertains rather than the computation period or periods in which it was made. Hours of Service for the nonperformance of duties as described in paragraph (d), above, shall be credited to the Employee for computation periods in accordance with 29 C.F.R. Section 2530.200b-2(c)(2). The same Hours of Service shall not be credited under two or more Paragraphs. 5

"Investment Manager" means the one or more Investment Managers, if any, that are appointed pursuant to the provisions of Section 10.15 and who constitute investment managers under Section 3(38) of ERISA. "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 year, and such services are of a type historically performed by employees in the business field of the 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: (a) Such 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 in Code Section 415(c)(3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Code Section 125, Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b); (ii) immediate participation; and (iii) full and immediate vesting; and (b) Leased Employees do not constitute more than 20 percent (20%) of the recipient's non-highly compensated workforce. "Normal Retirement Date" means the last day of the calendar month in which the Participant attains Age 65. "Participant" means: (a) an Active Participant, or (b) a former Active Participant who is eligible for an immediate or deferred benefit under Article IV. "Plan" means the Allergan, Inc. Pension Plan described herein and as amended from time to time. "Plan Administrator" means the administrator of the Plan, within the meaning of Section 3(16) of ERISA. The Plan Administrator shall be Allergan. "Plan Year" means the period commencing on the Effective Date and ending on December 31, 1989 and each subsequent calendar year, unless another period is required. The Plan Year shall be the limitation year for purposes of computing limitations on contributions, benefits and allocations. "Primary Social Security Benefit" means for purposes of determining a Participant's Accrued Benefit: (a) for an Employee whose Separation from Service occurs on or after the date he attains Age 62, the immediate benefit that is or would have been payable to him at Age 65 or his actual retirement, if earlier, under the Social Security Act (or foreign equivalent) as then in effect; or (b) for an Employee whose Separation from Service occurs prior to Age 62, the benefit that would be payable to him at Age 62 under the Social Security Act (or foreign equivalent) as in effect when he incurs a Separation from Service, without adjustments for cost of living, projected on the assumption that for each month before Age 60, he continues to receive wages for Social Security purposes equal to one-twelfth of his Earnings for the calendar year 6

preceding the year in which his Separation from Service occurs, and that he shall receive no further wages for Social Security purposes after the later of Age 60 or his actual Separation from Service. "Qualified Joint and Survivor Annuity" means 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 IV 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 Accrued Benefit shall begin to his 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 IV. "Separation from Service" means the earliest of (a) an Employee's death, retirement, resignation or discharge, or (b) the first anniversary of the first day of any continuous absence during which the Employee is not credited with an Hour of Service, except as provided hereinafter. For purposes of determining a Participant's Vesting Years and Benefit Years, such Participant shall not incur a Separation from Service 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 or an Affiliate, following discharge, within the time specified by then applicable law; (b) absence resulting from temporary disability on account of illness or accident; (c) leave of absence not exceeding 30 days granted by the Company under a uniform policy; (d) absence while covered by a long term disability plan maintained by the Company and prior to the earlier of a Participant's Normal Retirement Date or the date his pension under the Plan commences, provided that the Participant has at least five Vesting Years as of the first date of such absence; (e) such other types of absence as the Company may determine by uniform policy. For the purposes of determining Benefit Years and Vesting Years, a Participant who does not have a nonforfeitable interest in his Accrued Benefit at the time he retires, resigns or is discharged shall not incur a Separation from Service until the first date following the end of any period for which he receives severance pay if his interest in his Accrued Benefit would thereby become nonforfeitable. "Single Life Annuity" means a form of pension benefit under which payments begin on the date provided in Article IV and end on the last day of the month in which the Participant's death occurs. "Special Retirement Eligibility Date" means the date the Participant attains Age 62. "Trust" or "Trust Fund" means the one or more trusts created for funding purposes under the Plan. 7

"Trustee" means the individual or entity acting as a trustee of the Trust Fund. "Vesting Year" means a credit awarded as follows: (a) In the case of any Employee who was employed by the Company at any time prior to the Effective Date, for the period prior to the 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 Effective Date. (b) In the case of any Employee who is employed by the Company on or after the Effective Date, an Employee shall be credited with a number of Vesting Years equal to 1/365th of the aggregate number of days between each of his Employment Dates and the Separation from Service immediately following such Employment Date, together with the aggregate number of days during any period of less than twelve consecutive months between such Employee's Separation from Service and his next Employment Date. Solely for the purpose of determining an Employee's Vested Years under this Paragraph (b), in the case of an Employee who is employed by the Company on the Effective Date, that date shall be deemed to be an Employment Date of the Employee (with Vested Years for the period prior to the 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 the aggregate number of days between each of his Employment Dates and the Separation from Service immediately following such Employment date, together with the aggregate number of days during any period of less than twelve consecutive months between such Employee's Separation from Service and his next Employment Date. Solely for the purpose of determining an Employee's Vested Years under this Paragraph (c), an Employee's Employment Date shall mean the date the Employee first performed an Hour of Service with Allergan Medical Optics - Lenoir facility, including any date prior to Allergan Medical Optics - Lenoir facility becoming an Affiliate. 1.2 Gender. The masculine gender shall include the feminine. 8

ARTICLE II Participation 2.1 Participation As Of the Effective Date. Each Eligible Employee as of the Effective Date who is an employee participating in the SKB Plan as of the day preceding the Spin-Off Date shall automatically become an Active Participant in this Plan on the Effective Date, provided he or she is an Eligible Employee on such Date. 2.2 Other Eligible Employees. Each Eligible Employee who does not automatically become an Active Participant in the Plan pursuant to the provision of Section 2.1 above shall become an Active Participant in the Plan on the first date on which he or she is an Eligible Employee upon completion of his or her Eligibility Computation Period. 9

ARTICLE III Accrual of Benefits 3.1 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 Average Earnings not in excess of Covered Compensation multiplied by the number of his Benefit Years to a maximum of 35 Benefit Years; plus (b) 1.73% of his Average Earnings in excess of Covered Compensation multiplied by the number of his Benefit Years to a maximum of 35 Benefit Years; plus (c) .50% of his Average Earnings multiplied by the number of his 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." 3.2 Minimum Accrued Benefits. Notwithstanding any other provision of the Plan, under no circumstances will any Participant's Accrued Benefit under this Plan be less than the amount of his 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. 3.3 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 (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. 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. 10

ARTICLE IV Benefits 4.1 Normal Retirement. A Participant may retire any day on or between his Special Retirement Eligibility Date and his Normal Retirement Date. Upon so retiring, a Participant shall be entitled to a monthly pension that begins as of the first day next following his retirement and which is equal to his Accrued Benefit. 4.2 Postponed Retirement. A Participant may continue in service beyond his Normal Retirement Date and may retire on any day thereafter. If a Participant continues in service beyond his Normal Retirement Date, he shall upon retiring be entitled to a monthly pension that begins as of the first day next following his retirement and is equal to his Accrued Benefit as of his Normal Retirement Date increased for each Plan Year after his Normal Retirement Date by the greater of (a) the additional benefit accrual provided under Article III, or (b) an actuarial adjustment to take into account a delay in the payment of the benefit using the actuarial assumptions set forth in Appendix A for determining actuarial equivalence. The foregoing provisions of this Section 4.2 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. 4.3 Early Retirement. A Participant shall be eligible for Early Retirement as set forth below: (a) A Participant who has at least five (5) Vesting Years and whose age is at least 55 may retire on the following terms: (i) The pension of a Participant who retires under this Paragraph (a) shall begin as of the first day following his actual retirement or, at his election, as of the first day of any subsequent month not later than his Special Retirement Eligibility Date. (ii) A Participant who retires under this Paragraph (a) shall receive a monthly pension equal to his 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.
Age When Payments Begin ----61 60 59 58 % of Normal Pension Computed Under Article III ----------94 88 82 76 Age When Payments Begin ----57 56 55 % of Normal Pension Computed Under Article III ----------70 64 58

(b) 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 may retire on the following terms: (i) The pension of a Participant who retires under this Paragraph (b) shall begin as of the first day following his actual retirement or, at his election, as of the first day of any subsequent month not later than his Special Retirement Eligibility 11

Date (or if earlier, the first date on which he is entitled to 100% of his Accrued Benefit under subparagraph (ii), below). (ii) A Participant who retires under this Paragraph (b) shall receive a monthly pension equal to his 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.
Age When Payments Begin ----61 60 59 58 57 56 55 54 53 52 51 50 49 % of Normal Pension Computed Under Article III ----------94 88 82 76 70 64 58 52 46 44 42 40 38 Age When Payments Begin ----48 47 46 45 44 43 42 41 40 39 38 37 % of Normal Pension Computed Under Article III ----------36 34 32 30 28 27 26 25 24 23 22 21

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%. (iii) A Participant who retires under this Paragraph (b) and who was a Participant on or before June 26, 1990 shall receive a total monthly pension as follows: (1) if the Participant is 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), 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. 4.4 Termination of Employment. A Participant who has at least five Vesting Years but whose age and Benefit Years sum to less than 55 years upon termination of his employment may elect to begin receiving payment of his pension commencing as of the first day of any month after his age plus Benefit Years total 55, but in this event, the amount of his pension shall be reduced as provided in Section 4.3(b). If the Participant does not make such an election, the commencement of his pension under this Section shall begin on the first day of the month coincident with or next following his Special Retirement Eligibility Date. 12

4.5 Maximum Pension. The largest aggregate annual pension that may be paid to any Participant in any Plan Year under this Plan shall not, when added to the pension under any other qualified defined benefit plan of the Company or any Affiliate (to the extent such pension is provided by the employer), exceed the lesser of: (a) The lesser of (i) $90,000 (or such other amount as may be permitted for qualified defined benefit pension plans for the calendar year that includes the last day of the Plan Year in which such pension is paid), multiplied by a fraction the numerator of which is the number of the Participant's years of participation 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 (ii) 100% of his 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 not in excess of ten and the denominator of which is ten; or (b) The amount that would cause the sum of his Defined Benefit Fraction and his Defined Contribution Fraction (see Section 4.6) for the Plan Year in which the Participant's Separation from Service occurs to equal 1.0. To the extent the sum of the Defined Benefit Fraction and the Defined Contribution Fraction exceeds 1.0, adjustments shall be made first by reducing the Employee's benefit under any defined benefit plan maintained by the Company or any Affiliate. For purposes of this Section, a Participant's pension shall be measured as a Single Life Annuity beginning at his Social Security Retirement Age. Nevertheless, if the Participant actually receives his pension in the form of a Single Life Annuity or Qualified Joint and Survivor Annuity beginning after he attains Social Security Retirement Age, his pension shall be measured by the periodic payments to him. For purposes of this Section, a pension benefit shall be treated as a Qualified Joint and Survivor Annuity if it meets all of the requirements as defined in Section 1.1, 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. If a Participant's pension begins before or after he attains his Social Security Retirement Age, the $90,000 figure shall be adjusted to its Actuarial Equivalent beginning at his Social Security Retirement Age; except that if a Participant's pension begins before he attains his Social Security Retirement Age, but after he attains Age 62, the $90,000 figure shall be reduced by 5/9 of 1% for each of the first 36 months and 5/12 of 1% for each additional month by which the Participant's benefit commencement date precedes the Social Security Retirement Age. The interest rate used to determine the Actuarial Equivalent shall be the rate stated in the Plan, but shall be 5% if the pension begins after the Social Security Retirement Age. For purposes of this Section and Section 4.6, "Social Security Retirement Age" means (i) for any Participant born before January 1, 1938, Age 65, (ii) for any Participant born after December 31, 1937 but before January 1, 1955, Age 66, or (iii) for any other Participant, Age 67. 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 Code Section 415) shall not increase to an amount in excess of the amount permitted under Code Section 415 at any time. For purposes of Sections 4.5 and 4.6 and determining compliance with Code Section 415, "cash remuneration" shall mean "compensation" as defined in Section 4.12. 4.6 Defined Benefit Fraction and Defined Contribution Fraction. (a) A Participant's Defined Benefit Fraction for a given Plan Year is a fraction, the numerator of which is his projected annual benefit for the Plan Year and the denominator of which is the lesser of (i) 1.25 multiplied by $90,000, adjusted to reflect commencement before or after Social Security Retirement Age, or (ii) 1.4 multiplied by 100% of 13

his average annual total cash remuneration from the Company or any Affiliate in the thirty-six consecutive months which yield the highest average. (b) A Participant's Defined Contribution Fraction for a given Plan Year is a fraction, the numerator of which is the sum of his annual additions for all calendar years and the denominator of which is the sum of his maximum aggregate amounts for all calendar years in which he is an Employee. A Participant's maximum aggregate amounts for any Plan Year shall equal the lesser of 1.25 multiplied by the dollar limitation for such Plan Year or 1.4 multiplied by the percentage limitation for such Plan Year. (c) The annual addition to a Participant's account for any year is the sum, determined with respect to all qualified defined contribution plans of the Company and Affiliates (including the voluntary contributions feature of any defined benefit plan thereof), of: (i) Company contributions and forfeitures allocated to the Participant's account; plus (ii) for Plan Years beginning after December 31, 1986, the amount of the Participant's contributions; for Plan Years beginning before January 1, 1987, the lesser of: (A) 50% of his contributions; or (B) (I) for each calendar year after 1975 the amount by which the Participant's contributions exceed 6% of his cash remuneration; (II) for each calendar year before 1976 during which he was a Participant, the excess of the aggregate amount of his contributions for all such years over 10% of his aggregate cash remuneration from the Company or an Affiliate for all such years, multiplied by a fraction the numerator of which is one and the denominator of which is the number of such years. (d) The maximum annual addition to a Participant's account for any Plan Year is the lesser of $30,000 (or such other amount as may be permitted for qualified defined contribution plans), or 25% of the Participant's cash remuneration for that year from the Company or an Affiliate. For all calendar years ending before January 1, 1976, the maximum annual addition shall be deemed to be the lesser of $25,000 or 25% of the Participant's cash remuneration for that year from the Company or an Affiliate. 4.7 Mandatory Commencement of Benefits. (a) Unless the Participant elects otherwise, his pension shall begin no later than sixty days after the close of the Plan Year in which falls the later of his Normal Retirement Date or the date he retires. (b) In addition, payment shall begin no later than a Participant's required beginning date determined under the rules of Subparagraph (i) below. (i) A Participant's required beginning date shall be April 1 of the calendar year immediately following the year in which the Participant attains age 70-1/2; provided, however, if the Participant attained age 70-1/2 before January 1, 1988 14

and the Participant was not a Five Percent Owner (as defined in Code Section 416(i)) at any time during the plan year of the SKB Plan ending with or within the calendar year in which such Participant attained age 66-1/2 or any subsequent plan year of the SKB Plan, then this Subparagraph (i) shall not apply and the required beginning date shall be determined under Subparagraph (ii); further, provided, however, if the Participant attains age 70-1/2 in 1988, is not a Five Percent Owner, and has not retired as of January 1, 1989, then his required beginning date shall be April 1, 1990. (ii) A Participant's required beginning date under this Subparagraph (ii) shall be April 1 of the calendar year following the later of the calendar year in which the Participant (A) attains age 70-1/2, or (B) retires; provided, however, this Subparagraph (ii) shall not apply with respect to a Participant who was a Five Percent Owner (as defined in Code Section 416(i)) at any time during the five plan year period (under the SKB Plan) ending in the calendar year in which the Participant attained age 70-1/2. If the Participant becomes a Five Percent Owner during any plan year under the SKB Plan or Plan Year under this Plan subsequent to the five plan year period referenced above, the required beginning date under this Subparagraph (ii) shall be April 1 of the calendar year following the calendar year in which such subsequent plan year under the SKB Plan or Plan Year under this Plan ends. 4.8 Reemployment. If a Participant who is receiving benefits again becomes an Employee, his pension shall be subject to the following rules: (a) If the Participant has not reached his Normal Retirement Date, his pension shall be suspended and recomputed upon his Separation from Service. (b) If the Participant has reached his Normal Retirement Date, for each calendar month or for each four or five week payroll period ending in a calendar month during which the Participant either completes 40 or more Hours of Service (counting each day of employment in a position designated by the Company as full time as five Hours of Service), or receives payment for any such Hours of Service performed on each of eight or more days or separate work shifts in such month or payroll period, no pension payment shall be made, and no adjustment to the Participant's pension shall be made on account of such non-payment. No payment shall be withheld pursuant to this Paragraph (b) until the Employee is notified by personal delivery or first class mail during the first calendar month or payroll period in which payments are suspended that his benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a general description of the Plan provisions relating to the suspension of payments, a copy of such provisions, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of the Code of Federal Regulations. In addition, the suspension notification shall inform the Employee of the Plan's procedures for affording a review of the suspension of benefits. (c) An Employee described in (a) or (b), above, shall be eligible to receive credit for additional Benefit Years for any period of reemployment (as an Eligible Employee). The pension of such Employee shall be reduced by the Actuarial Equivalent of any payment received by the Employee under the Plan prior to his Special Retirement Eligibility Date, or, if earlier, the first day on which he would have been entitled to 100% of his Accrued Benefit under Section 4.3(b) (if on his prior Separation from Service he had deferred his benefit until that date). (d) The rules set forth in Paragraphs (a) through (c), above, shall not apply to such categories of Employee reemployed on a part-time basis as the Company may designate. The pension of each such Employee shall not be suspended and such Employee shall be eligible 15

to receive additional benefit accruals in accordance with the provisions of Article III, but only to the extent an additional accrual (calculated in accordance with the benefit formula set forth in Article III) for any Plan Year (taking into account all of the Participant's Benefit Years), exceeds the Actuarial Equivalent of total benefit distributions made to the Participant by the close of such Plan Year. The foregoing provisions of this Paragraph (d) shall be interpreted and applied in accordance with Proposed Treasury Regulation Section 1.411(b)-2(b)(4) (ii) or corresponding final regulations. 4.9 Early Disability Retirement. An Active Participant who is not covered under a long term disability plan maintained by the Company, who has at least five Vesting Years, and who becomes totally and permanently disabled shall be retired with an immediate pension beginning as of the date of determination of such disability by the Company equal to 18% of the Employee's Average Earnings plus .8% of such compensation for each Benefit Year in excess of 10, unless he would receive a greater benefit under any other provision of the Plan. Total and permanent disability means a medically determinable physical or mental impairment of a potentially permanent character which prevents an Employee from engaging in any substantial, gainful activity and may, in the discretion of the Company, include any disability for which he receives a benefit under the Federal Social Security Act. The Company shall have the right to defer such determination until the appropriate state or federal agency shall have made a finding that the Employee is suffering from a disability as defined in the Federal Social Security Act. The Employee may be required, as a condition of continued receipt of the disability pension, to furnish the Company once during each calendar year proof satisfactory to the Company of continuance of his total and permanent disability. 4.10 Other Disabled Participants. An Active Participant who is covered under a long term disability plan maintained by the Company, who has at least five Vesting Years, and who becomes eligible for benefits under such plan, shall be eligible to accrue Benefit Years pursuant to this Section for the duration of his disability until the earlier of his Normal Retirement Date or the date he commences to receive a pension under the Plan. The following rules shall apply to benefit accruals under this Section: (a) The Employee's Average Earnings during his disability shall be deemed to be his Average Earnings calculated at the time his disability commenced. (b) The Employee's Primary Social Security Benefit shall be as defined in Article I. (c) In addition, an Active Participant described in this Section who met the requirements for early retirement at the time his disability commenced shall be entitled to the survivor income benefit described in Section 6.1 until the date he commences to receive a pension under the Plan. 4.11 Nonforfeitable Interest. Notwithstanding any other provision in the Plan to the contrary, a Participant shall have a nonforfeitable interest in his Accrued Benefit upon being credited with five or more Vesting Years. In addition, a Participant shall have a nonforfeitable interest in his Accrued Benefit upon attaining his Special Retirement Eligibility Date and completion of one Vesting Year. 4.12 Compensation for Maximum Pension. For purposes of Sections 4.5 and 4.6, compensation shall mean a Participant's earned income, wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company maintaining the Plan to the extent that the amounts are includable in gross income (including, but not limited to, commissions paid to salespeople, compensation for services on the basis of a percentage of profits, commissions on 16

insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation Section 1.62-2(c)), and shall exclude the following: (a) Company contributions to a plan of deferred compensation which are not included in a Participant's gross income for the taxable year in which contributed, Company contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a plan of deferred compensation; (b) Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Participant becomes freely transferable, or is no longer subject to a substantial risk of forfeiture; (c) Amounts realized in the sale, exchange, or other disposition of stock acquired under a qualified stock option; (d) Other amounts which received special tax benefits, or contributions made by the Company (whether or not under a salary reduction agreement) toward the purchase of an annuity contract described in Code Section 403 (b) (whether or not the contributions are actually excludable from the gross income of the Employee); (e) Any contribution for medical benefits (within the meaning of Code Section 419(f)(2) of the Code) after termination of employment which is otherwise treated as an Annual Addition; and (f) Any amount otherwise treated as an Annual Addition under Section 415(1)(1) of the Code. Compensation for any Plan Year is the compensation actually paid or made available during such year, provided, however, that the compensation taken into account for purposes of Sections 4.5 and 4.6 shall be limited in accordance with Code Section 401(a)(17) and related regulations to $200,000 (or such amount as is adjusted by the Secretary of Treasury). 17

ARTICLE V Form of Pensions 5.1 Unmarried Participants. The pension of a Participant who is unmarried when payments begin shall be paid as a Single Life Annuity unless he elects an optional form of benefit under Section 5.3 or receives a lump sum distribution under Section 5.4. 5.2 Married Participants. The pension of a Participant who is married when payments begin shall be paid as a Qualified Joint and Survivor Annuity, unless he elects an optional form of benefit under this Section or Section 5.3 or receives a lump sum distribution under Section 5.4. A Participant described in this Section may elect to receive his pension in the form of a Single Life Annuity, in accordance with the following rules: (a) Such election shall be made in writing in a manner prescribed by the Committee on a form that clearly states that the Participant is electing to receive his benefit other than as a Qualified Joint and Survivor Annuity. No such election shall be effective with respect to a married Participant (unless he elects a joint and survivor option providing for payment of at least 50% of his annuity to his surviving spouse) unless such election designates the form of benefit and a specific beneficiary, acknowledges the effect of the election and is witnessed by a notary public or by a representative of the Company on behalf of the Plan, or the Plan finds that the spouse cannot be located. (b) The election may be made or revoked at any time during an election period established by the Committee. Such election period shall begin when the information described in Paragraph (d) is furnished to the Participant and, subject to Paragraphs (c) and (d), shall end, with no opportunity for a further election, on the date retirement benefits to the Participant begin or are required to begin under Section 4.7. (c) Subject to Paragraph (d), in the case of a Participant who retires after attaining Age 55, the election period described in Paragraph (b) shall end on the date of the Participant's Separation from Service, or on such later date as the Committee shall fix, but an election made during the election period may be revoked at any time before the later of the end of the election period or the date the first payment to the Participant falls due. (d) Each married Participant shall receive in written nontechnical language a general description or explanation of the Qualified Joint and Survivor Annuity, the circumstances in which it will be provided unless he has elected not to have benefits provided in that form, and the availability of such election. Such information shall be furnished to the Participant no less than 30 days and no more than 90 days before the first day of the first period for which retirement benefits begin. 5.3 Optional Benefits. Subject to the provisions of Section 5.2, any Participant may elect to receive the Actuarial Equivalent of his pension in another form. The specific options shall be (a) a Single Life Annuity which pays a benefit for the Participant's lifetime; (b) a contingent beneficiary option which pays a reduced benefit for the Participant's lifetime, then continues 100%, 66 2/3%, or 50% of the reduced benefit for the lifetime of a designated beneficiary; (c) a guaranteed payment option which pays a reduced benefit for the longer of the Participant's lifetime or a specified number of months (60, 120, 180, or 240). The payments are made to the Participant, with any remaining guaranteed payments on the Participant's death to a designated beneficiary; or (d) a level income option which pays an increased benefit to a Participant (if payments begin between the ages of 55 and 62) until age 62, and a reduced benefit beginning at age 62. Under each such option the Actuarial Equivalent of the anticipated payments to the Participant shall be greater than that of those to his beneficiary, except that if the beneficiary is the Participant's spouse, the option may provide for a joint 18

and survivor annuity under which the periodic payments to the spouse are no greater than those to the Participant. 5.4 Cash-Outs. (a) If the lump sum Actuarial Equivalent of a Participant's nonforfeitable Accrued Benefit does not exceed or has never exceeded $3,500, the Participant or the Participant's beneficiary (i) shall be paid the lump sum Actuarial Equivalent, or (ii) may elect to have an Eligible Rollover Distribution paid directly by the Trustee to the trustee of an Eligible Retirement Plan. (b) If the lump sum Actuarial Equivalent of a Participant's nonforfeitable Accrued Benefit exceeds $3,500, but does not exceed $7,000, 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 5 or more Vesting Years. 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 Equivalent did not exceed $7,000 at the date payments started, may elect to be paid the remaining lump sum Actuarial Equivalent. A married Participant who elects under this Paragraph (b) must comply with the applicable requirements for spousal consent. (c) A Participant who has no nonforfeitable Accrued Benefit in the Plan at the time of his Separation from Service shall be deemed to have been cashed out with a zero cash benefit upon such Separation from Service. 19

ARTICLE VI Pre-retirement Death Benefits 6.1 Eligibility. A death benefit shall be payable under Section 6.2 with respect to a Participant if, on the date of his death: (a) he is an Employee who has met the requirements for early or normal retirement under the Plan; (b) he is an Employee not described in paragraph (a), above, who has a nonforfeitable interest in his Accrued Benefit; or (c) he is a former Employee who has had a Separation from Service with a vested benefit. 6.2 Benefit. Except as provided in Paragraph (f) of this Section, upon the death of a Participant described in Section 6.1, the Participant's surviving spouse, if living on the date set forth in Paragraphs (a)-(e) of this Section, shall receive a pension in accordance with the following rules: (a) If the Participant is an Employee who has met the requirements for early or normal retirement under Section 4.1 or 4.3, the pension to the surviving spouse shall begin as of the day following the Participant's date of death and shall end with the payment on the first day of the month in which the spouse's death occurs, and shall be in a monthly amount equal to the amount the spouse would have received if the Participant had retired on the date of his death and had elected an immediate pension in the form of a Qualified Joint and Survivor Annuity beginning as of the day following the day of his death with the spouse as joint annuitant. (b) If the Participant is an Employee who has not met the requirements for early or normal retirement under Section 4.1 or 4.3, the pension to the surviving spouse shall begin on the first day of the month following the month in which the Participant would have first met such requirements if he had not died but had lived and had separated from service on the date of his death, shall end with the payment on the first day of the month in which the spouse's death occurs, and shall be in a monthly amount equal to the amount the spouse would have received if the Participant's Separation from Service had occurred on the day of his death and he had survived and elected to begin receiving his pension in the form of a Qualified Joint and Survivor Annuity on the date as of which the spouse's benefit begins. (c) If the Participant is a former Employee who retired under Section 4.1 and whose benefit has not yet commenced to be paid, the pension to the surviving spouse shall begin as of the day following the Participant's date of death and shall end with the payment on the first day of the month in which the spouse's death occurs, and shall be in a monthly amount equal to the amount the spouse would have received if the Participant had elected to begin receiving his pension in the form of a Qualified Joint and Survivor Annuity beginning as of the day following the day of his death with the spouse as joint annuitant. (d) If the Participant is a former Employee who retired under Section 4.3 and whose benefit has not yet commenced to be paid, the pension to the surviving spouse shall begin as of the day following the Participant's date of death and shall end with the payment on the first day of the month in which the spouse's death occurs, and shall be in a monthly amount equal to the amount the spouse would have received if the Participant had elected to begin receiving his pension in the form of a Qualified Joint and Survivor Annuity on the date as of which the spouse's benefit begins. 20

(e) If the Participant is a former Employee who did not meet the requirements for early or normal retirement under Section 4.1 or 4.3 and whose benefit has not yet commenced to be paid, the pension to the surviving spouse shall begin on the first day of the month following the month in which the Participant would have met such requirements if he had not died but had lived, shall end with the payment on the first day of the month in which the spouse's death occurs, and shall be in a monthly amount equal to the amount the spouse would have received if the Participant had elected to begin receiving his actual pension in the form of a Qualified Joint and Survivor Annuity on the date as of which the spouse's benefit begins.
Percent Reduction of Accrued Benefit Per Year -----------------------0.1% 0.3% 0.7%

Participant's Age ----------------To Age 44 45-54 55-61

Notwithstanding the foregoing, no reduction to reflect the value of the coverage shall be made prior to the later of the time the Plan permits a Participant to waive the death benefit provided by this Section 6.2 or provides a notice of the ability to waive such benefit. Each married Participant shall receive a written explanation of the terms and conditions of the benefit provided by this Article and of the effect of an election not to take it. (f) Notwithstanding anything in Article 6 to the contrary, each married Participant shall receive in written nontechnical language a general description or explanation of the death benefits provided by this Article 6, the circumstances in which it will be provided unless he has elected not to have benefits provided in such form, and the availability of such election. Such information shall be furnished within the applicable period with respect to such Participant. The term "applicable period" means, with respect to a Participant, whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35, (ii) a reasonable period ending after an Employee becomes a Participant, (iii) a reasonable period ending after the survivor income benefit is no longer subsidized, (iv) a reasonable period ending after Code Section 401(a)(11) first applies to the Participant, or (v) a reasonable period ending after separation from service in the case of a Participant who terminates his employment with the Company before attaining age 35. For purposes of applying the preceding, a reasonable period ending after the enumerated events described in (ii), (iii), and (iv) is the end of the two-year period beginning one year prior to the date the applicable event occurs, and ending one year after that date. In the case of a Participant who terminates his employment with the Company before the Plan Year in which age 35 is attained, notice shall be provided within the two-year period beginning one year prior to the date of termination and ending one year after the date of termination. If such Participant thereafter returns to employment with the Company, the applicable period for such Participant shall be redetermined. 6.3 Alternate Death Benefit. In lieu of the benefit provided in Section 6.2, a Participant described in Section 6.1 (a) may, at any time before his pension payments are to begin, select a beneficiary or beneficiaries other than his spouse for a survivor income benefit. No such election shall be effective with respect to a married Participant (unless he elects a joint and survivor option providing for payment of at least 50% of his annuity to his surviving spouse) unless the Participant's spouse consents thereto in writing, and such consent acknowledges the effect of the election and is witnessed by a representative of the Company on behalf of the Plan or by a notary 21

public, or the Plan finds that the spouse cannot be located. The monthly payment to the beneficiary shall equal the payment the beneficiary would have received and which would have been attributable to the Participant's Accrued Benefit, if the Participant had retired on the day of his death with a pension in the form of a 50% joint and survivor annuity beginning as of the day following the day of his death with the beneficiary as joint annuitant. 6.4 Children's Survivor Benefit. In lieu of the benefit provided in Section 6.2, a Participant described in Section 6.1(a) may, at any time before his pension payments are to begin his child or children as beneficiary or beneficiaries for the survivor income benefit. No such election shall be effective with respect to a married Participant (unless he elects a joint and survivor option providing for payment of at least 50% of his annuity to his surviving spouse) unless the Participant's spouse consents thereto in writing, and such consent acknowledges the effect of the election and is witnessed by a representative of the Company on behalf of the Plan or by a notary public, or the Plan finds that the spouse cannot be located. The aggregate monthly payment to the child or children shall equal the monthly payment a surviving spouse of an Age equal to that of the Participant would have received and which would have been attributable to the Participant's Accrued Benefit, if the Participant had been covered by Section 6.2 and had left such a surviving spouse. Payments to each child shall continue during such child's life or until the end of the month in which the child attains Age 19, whichever is earlier except that if the child is enrolled as a full-time student in an academic institution, payments shall continue until the earlier of the end of the month in which the child attains Age 23 or the termination of the child's education. 22

ARTICLE VII Contributions 7.1 Company Contributions. The Company shall contribute each year an amount actuarially determined to be sufficient to provide the benefits under the Plan. Notwithstanding the foregoing, Company contributions for any Plan Year shall be conditioned upon the deductibility of such contributions by the Company under Code Section 404 or any amendments thereto. The Company reserves the right, however, to reduce, suspend or discontinue its contributions under the Plan for any reason at any time. Except as provided in Section 7.3, it shall be impossible for any part of the Company's contributions to revert to the Company, or to be used for, or diverted to, any purpose other than for the exclusive benefit of Participants and their Beneficiaries. 7.2 Source of Benefits. All benefits under the Plan shall be paid exclusively from the Fund, and the Company shall have no duty to contribute thereto except as provided in this Article. 7.3 Irrevocability. The Company shall have no right or title to, nor interest in, the Company contributions made to the Fund, and no part of the Fund shall revert to the Company, except that on and after the Effective Date funds may be returned to the Company as follows: (a) In the case of a contribution which is made by a mistake of fact, such contribution may be returned to the Company within one year after it is made. (b) In the case of a contribution conditioned on the initial qualification of the Plan under Code Section 401 (or any successor statute thereto), and the Plan does not initially qualify upon the filing of a timely determination letter request, such contribution may be returned to the Company within one year after the date of denial of the initial qualification of the Plan. (c) In the case of a contribution conditioned on the deductibility thereof under Code Section 404 (or any successor statute thereto), such contribution may, to the extent such deduction is disallowed, be returned to the Company within one year after such disallowance. 23

ARTICLE VIII Administration 8.1 Appointment of Committee. There is hereby created a committee (the "Committee") which shall exercise such powers and have such duties in administering the Plan as are hereinafter set forth. The Board of Directors shall determine the number of members of such Committee. The members of the Committee shall be appointed by the Board of Directors and such Board shall from time to time fill all vacancies occurring in said Committee. The members of the Committee shall constitute the Named Fiduciaries of the Plan within the meaning of Section 402 (a)(2) of ERISA. 8.2 Transaction of Business. A majority of the Committee shall constitute a quorum for the transaction of business. Actions of the Committee may be taken either by vote at a meeting or in writing without a meeting. All action taken by the Committee at any meeting shall be by a vote of the majority of those present at such meeting. All action taken in writing without a meeting shall be by a vote of the majority of those responding in writing. All notices, advices, directions and instructions to be transmitted by the Committee shall be in writing and signed by or in the name of the Committee. In all its communications with the Trustee, the Committee may, by either of the majority actions specified above, authorize any one or more of its members to execute any document or documents on behalf of the Committee, in which event it shall notify the Trustee in writing of such action and the name or names of its members so designated and the Trustee shall thereafter accept and rely upon any documents executed by such member or members as representing action by the Committee until the Committee shall file with the Trustee a written revocation of such designation. 8.3 Voting. Any member of the Committee who is also a Participant hereunder shall not be qualified to act or vote on any matter relating solely to himself, and upon such matter his presence at a meeting shall not be counted for the purpose of determining a quorum. If, at any time a member of the Committee is not so qualified to act or vote, the qualified members of the Committee shall be reduced below two (2), the Board of Directors shall promptly appoint one or more special members to the Committee so that there shall be at least one qualified member to act upon the matter in question. Such special Committee members shall have power to act only upon the matter for which they were especially appointed and their tenure shall cease as soon as they have acted upon the matter for which they were especially appointed. 8.4 Responsibility of Committee. The authority to control and manage the operation and administration of the Plan, the general administration of this Plan, the responsibility for carrying out this Plan and the authority and responsibility to control and manage the assets of the Trust are hereby delegated by the Board of Directors to and vested in the Committee, except to the extent reserved to the Board of Directors or the Company. Subject to the limitations of this Plan, the Committee shall, from time to time, establish rules for the performance of its functions and the administration of this Plan. In the performance of its functions, the Committee shall not discriminate in favor of highly compensated employees, as such term is defined in Code Section 414(q). 8.5 Committee Powers. The Committee shall have all discretionary powers necessary to supervise the administration of the Plan and control its operations. In addition to any discretionary powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, but not by way of limitation, the following discretionary powers and authority: (a) To designate agents to carry out responsibilities relating to the Plan, other than fiduciary responsibilities as provided in Section 8.6. (b) To employ such legal, actuarial, medical, accounting, clerical, and other assistance as it may deem appropriate in carrying out the provisions of this Plan, including one 24

or more persons to render advice with regard to any responsibility any Named Fiduciary or any other fiduciary may have under the Plan. (c) To establish rules and regulations from time to time for the conduct of the Committee's business and the administration and effectuation of this Plan. (d) To administer, interpret, construe, and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, former Participant, Beneficiary or other person whatsoever, including but not limited to all questions relating to eligibility to participate in the Plan, the amount of Benefit Years or Vesting Years of any Participant, and the amount of benefits to which any Participant or his Beneficiary may be entitled. (e) To determine the manner in which the assets of this Plan, or any part thereof, shall be disbursed. (f) To direct the Trustee, in writing, from time to time, to invest and reinvest the Trust Fund, or any part thereof, or to purchase, exchange, or lease any property, real or personal, which the Committee may designate. This shall include the right to direct the investment of all or any part of the Trust in any one security or any one type of securities permitted hereunder. Among the securities which the Committee may direct the Trustee to purchase are "qualifying employer securities" as defined in ERISA Section 407(d)(5). (g) Subject to provisions (a) through (d) of Section 10.2, to make administrative amendments to the Plan that do not cause a substantial increase or decrease in benefit accruals to Participants and that do not cause a substantial increase in the cost of administering the Plan. (h) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient in the efficient administration of the Plan. Any action taken in good faith by the Committee in the exercise of discretionary powers conferred upon it by this Plan shall be conclusive and binding upon the Participants and their Beneficiaries. All discretionary powers conferred upon the Committee shall be absolute; provided, however, that all such discretionary power shall be exercised in a uniform and nondiscriminatory manner. 8.6 Additional Powers of Committee. In addition to any discretionary powers or authority conferred on the Committee elsewhere in this Plan or by law, such Committee shall have the following discretionary powers and authority: (a) To appoint one or more Investment Managers pursuant to Section 10.15 to manage and control any or all of the assets of the Trust. (b) To designate persons (other than the members of the Committee) to carry out fiduciary responsibilities, other than any responsibility to manage or control the assets of the Trust; (c) To allocate fiduciary responsibilities among the members of the Committee, other than any responsibility to manage or control the assets of the Trust; (d) To cancel any such designation or allocation at any time for any reason; (e) To exercise management and control over Plan assets. 25

Any action under this Section 8.6 shall be taken in writing, and no designation or allocation under Paragraph (a), (b) or (c) shall be effective until accepted in writing by the indicated responsible person. 8.7 Periodic Review of Funding Policy. At periodic intervals the Committee shall review the long-run and shortrun financial needs of the Plan and shall determine a funding policy for the Plan consistent with the objectives of the Plan and the minimum funding standards of ERISA, if applicable. In determining such funding policy the Committee shall take into account, at a minimum, not only the long-term investment objectives of the Trust Fund consistent with the prudent management of the assets thereof, but also the short-run needs of the Plan to pay benefits. All actions taken by the Committee with respect to the funding policy of the Plan, including the reasons therefor, shall be fully reflected in the minutes of the Committee. 8.8 Application for Determination of Benefits. (a) The Committee may require any person claiming benefits under the Plan to submit an application therefor on such forms and in such manner as the Committee may prescribe, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents him from making personal application for benefits, the Committee may, in its discretion, permit another person acting on his behalf to submit the application. (b) Within ninety (90) days following receipt of an application and all necessary documents and information, the Committee shall furnish the claimant with written notice of the decision rendered with respect to the application. In the case of a denial of the claimant's application, the written notice shall set forth: (i) The specific reasons for the denial, with reference to the Plan provisions upon which the denial is based; (ii) A description of any additional information or material necessary for perfection of the application (together with an explanation why the material or information is necessary); and (iii) An explanation of the Plan's claim review procedure. (c) A claimant who does not agree with the decision rendered under Section 8.8(b) hereof with respect to his application may appeal the decision to the Committee. The appeal shall be made in writing within sixty-five (65) days after the date of notice of the decision with respect to the application. If the application has neither been approved nor denied within the ninety (90) day period provided in Section 8.8(b) hereof, then the appeal shall be made within sixty-five (65) days after the expiration of the ninety (90) day period. In making his appeal, the claimant may request that his application be given full and fair review by the Committee. The claimant may review all pertinent documents and submit issues and comments in writing. The decision of the Committee shall be made promptly, and not later than sixty (60) days after the Committee's receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant with specific references to the pertinent Plan provisions upon which the decision is based. 26

8.9 Limitation on Liability. Each of the fiduciaries under the Plan shall be solely responsible for its own acts and omissions and no fiduciary shall be liable for any breach of fiduciary responsibility resulting from the act or omission of any other fiduciary or person to whom fiduciary responsibilities have been allocated or delegated pursuant to Section 8.6, except as provided in Sections 405(a) and 405(c)(2)(A) or (B) of ERISA. The Committee shall have no responsibility over assets as to which management and control has been delegated to an Investment Manager appointed pursuant to Section 10.15 hereof or as to which management and control has been retained by the Trustee. 8.10 Indemnification and Insurance. To the extent permitted by law, the Company shall indemnify and hold harmless the Committee and each member thereof, each Trustee, the Board of Directors and each member thereof, and such other persons as the Board of Directors may specify, from the effects and consequences of his acts, omissions, and conduct in his official capacity in connection with the Plan and Trust. To the extent permitted by law, the Company may also purchase liability insurance for such persons. 8.11 Compensation of Committee and Plan Expenses. Members of the Committee shall serve as such without compensation unless the Board of Directors shall otherwise determine, but in no event shall any member of the Committee who is an Employee receive compensation from the Plan for his services as a member of the Committee. All members shall be reimbursed for any necessary expenditures incurred in the discharge of duties as members of the Committee. The compensation or fees, as the case may be, of all officers, agents, counsel, the Trustee or other persons retained or employed by the Committee shall be fixed by the Committee, subject to approval by the Board of Directors. The expenses incurred in the administration and operation of the Plan, including but not limited to the expenses incurred by the members of the Committee in exercising their duties, shall be paid by the Plan from the Trust Fund, unless paid by the Company, provided, however, that the Plan and not the Company shall bear the cost of interest and normal brokerage charges which are included in the cost of securities purchased by the Trust Fund (or charged to proceeds in the case of sales). 8.12 Resignation. Any member of the Committee may resign by giving fifteen (15) days notice to the Board of Directors, and any member shall resign forthwith upon receipt of the written request of the Board of Directors, whether or not said member is at that time the only member of the Committee. 8.13 Reliance Upon Documents and Opinions. The members of the Committee, the Board of Directors, the Company and any person delegated to carry out any fiduciary responsibilities under the Plan (hereinafter a "delegated fiduciary"), shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultant, or firm or corporation which employs one or more consultants, upon any opinions furnished by legal counsel, and upon any reports furnished by the Trustee or any Investment Manager. The members of the Committee, the Board of Directors, the Company and any delegated fiduciary shall be fully protected and shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance upon any such consultant, or firm or corporation which employs one or more consultants, Trustee, Investment Manager, or counsel. Any and all such things done or such action taken or suffered by the Committee, the Board of Directors, the Company and any delegated fiduciary shall be conclusive and binding on all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. The Committee and any delegated fiduciary may, but are not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law. 27

ARTICLE IX Termination and Merger 9.1 Right to Terminate Plan. The Company 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 9.3, 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. 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 Allergan by amendment to the Plan. 9.2 Mergers, etc. No merger or consolidation with, or transfer of any of the Plan's assets or liabilities to, any other plan shall occur at any time unless each Participant would (if the Plan had then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 9.3 Effect of Reorganization, Transfer of Assets or Change in Control. (a) In the event of a consolidation or merger of the Company, or in the event of a sale and/or any other transfer of the operating assets of the Company, any ultimate successor or successors to the business of the Company may continue this Plan in full force and effect by adopting the same by resolution of its board of directors and by executing a proper supplemental or transfer agreement with the Trustee. (b) In the event of a Change in Control (as herein defined), all Participants who were Participants on the date of such Change in Control shall become 100% vested in their Accrued Benefits on the date of such Change in Control and in any benefit accruals subsequent to the date of the Change in Control. Notwithstanding the foregoing, the Board of Directors may, at its discretion, amend or delete this Paragraph (b) in its entirety prior to the occurrence of any such Change in Control. For the purpose of this Paragraph (b), "Change in Control" shall mean the following and shall be deemed to occur if any of the following events occur: (i) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Allergan representing 50% or more of the combined voting power of Allergan's then outstanding voting securities; (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Allergan's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Allergan, as such terms are used Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board; 28

(iii) The stockholders of Allergan approve a merger or consolidation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Allergan outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of Allergan or such other entity outstanding immediately after such merger or consolidation, and (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 50% or more of the combined voting power of Allergan's then outstanding voting securities; or (iv) The stockholders of Allergan approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the preceding provisions of this Paragraph (b), a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Paragraph is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of Allergan's then outstanding voting securities solely in connection with a public offering of Allergan's securities or (2) if the "person" described in the preceding provisions of this Paragraph is an employee stock ownership plan or other employee benefit plan maintained by the Company that is qualified under the provisions of ERISA. 9.4 Termination Restrictions, Effective Prior to January 1, 1994. For Plan Years beginning prior to January 1, 1994, the following termination restrictions shall apply: (a) Company contributions made on behalf of any of the 25 highest paid Employees at the time the Plan is established and whose anticipated Accrued Benefit exceeds $1,500 shall be restricted as provided in Paragraph (b) upon the occurrence of the following conditions: (i) The Plan is terminated within 10 years after its establishment, (ii) The benefits of such highest paid Employee become payable within 10 years after the establishment of the Plan, or (iii) If Code Section 412 (without regard to Code Section 412(h)(2)) does not apply to this Plan, the benefits of such Employee become payable after the Plan has been in effect for 10 years, and the full current costs of the Plan for the first 10 years have not been funded. (b) Company contributions which may be used for the benefit of an Employee described in paragraph (a) shall not exceed the greater of $20,000, or 20% of the first $50,000 of the Employee's Compensation multiplied by the number of years between the date of the establishment of the Plan and: (i) If (a)(i) applies, the date of the termination of the Plan, (ii) If (a)(ii) applies, the date the benefits become payable, or 29

(iii) If (a)(iii) applies, the date of the failure to meet the full current costs. (c) If the Plan is amended so as to increase the benefit actually payable in the event of the subsequent termination of the Plan, or the subsequent discontinuance of contributions thereunder, then the provisions of the above paragraphs shall be applied to the Plan as so changed as if it were a new plan established on the date of the change. The original group of 25 Employees (as described in (a) above) shall continue to have the limitations in paragraph (b) apply as if the Plan had not been changed. The restrictions relating to the change of Plan should apply to benefits or funds for each of the 25 highest paid Employees on the effective date of the change except that such restrictions need not apply with respect to any Employee in this group for whom the Accrued Benefit provided by Company contributions to that date and during the ensuing ten years, based on his rate of Compensation on that date, could not exceed $1,500. The Company contributions which may be used for the benefit of new group of 25 Employees will be limited to the greater of: (i) The Company contributions (or funds attributable thereto) which would have been applied to provide the benefits for the Employee if the previous plan had been continued without change; (ii) $20,000; or (iii) The sum of (A) the Company contributions (or funds attributable thereto) which would have been applied to provide benefits for the Employee under the previous plan if it had been terminated the date before the effective date of change, and (B) an amount computed by multiplying the number of years for which the current costs of the Plan after that date are met by (I) 20 percent of his Compensation, or (II) $10,000, whichever is smaller. (d) Notwithstanding the above limitations, the following limitations will apply if they would result in a greater amount of Company contributions to be used for the benefit of the restricted Employee: (i) In the case of a substantial owner (as defined in Section 4022(b)(5) of ERISA), a dollar amount which equals the present value of the benefit guaranteed for such employee under Section 4022 of ERISA, or if the Plan has not terminated, the present value of the benefit that would be guaranteed if the Plan terminated on the date the benefit commences, determined in accordance with regulations of the Pension Benefit Guaranty Corporation (PBGC); and (ii) In the case of other restricted Employees, a dollar amount which equals the present value of the maximum benefit described in Section 4022(b)(3)(B) of ERISA (determined on the earlier of the date the Plan terminates or the date benefits commence, and determined in accordance with regulations of PBGC) without regard to any other limitations in Section 4022 of ERISA. (e) If, as of the date this Plan terminates, the value of the Plan assets is not less than the present value of all Accrued Benefits (whether or not nonforfeitable) distributions of assets to each Participant equal to the present value of that Participant's Accrued Benefit will 30

not be discriminatory if the formula for computing benefits as of the date of termination is not discriminatory. All present value and the value of plan assets will be computed using assumptions satisfying Section 4044 of ERISA. Upon the occurrence of the above situation, the amount by which the value of Plan assets exceeds the present value of Accrued Benefits (whether or not nonforfeitable) will revert to the Company. 9.5 Termination Restrictions Effective on or after January 1, 1994. For Plan Years beginning on or after January 1, 1994, the following termination restrictions shall apply: (a) In the event the Plan is terminated, the Accrued Benefit of any Highly Compensated Employee (active or former) shall be limited to an Accrued Benefit that is nondiscriminatory under Code Section 401(a)(4). (b) Accrued Benefits distributed to any of the 25 most Highest Compensated Employees (active or former) with the greatest Earnings in the current or any prior year shall be restricted so that the annual payments to such Highest Compensated Employee are no greater than an amount equal to the payment that would be made on behalf of the Highly Compensated Employee under a straight life annuity that is the actuarial equivalent of the sum of the Highly Compensated Employee's Accrued Benefit, other benefits under the Plan (other than social security supplement, within the meaning of Section 1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and the amount that he is entitled to receive under a social security supplement. (c) Paragraph (a) shall not apply if: (i) After payment of the Accrued Benefit to an Employee described in Paragraph (a), the value of Plan assets equals or exceeds 110% of the value of current liabilities, as defined in Code Section 412(1)(7), (ii) The value of the Accrued Benefit for an Employee described in Paragraph (a) is less than 1% of the value of current liabilities before distribution, or (iii) The value of the Accrued Benefit payable under the Plan to an Employee described in Paragraph (a) does not exceed $3,500. For purposes of this Paragraph (c), the Accrued Benefit includes loans in excess of the amount set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living Employee, and any death benefits not provided for by insurance on the Employee's life. 31

ARTICLE X Miscellaneous 10.1 Forfeitures. All forfeitures arising under the Plan shall be used as soon as possible to reduce the Company's contributions and shall not be applied to increase the benefits any person would otherwise receive under the Plan. 10.2 Amendment. The Company, by resolution of the Board of Directors, shall have the right to amend this Plan and any trust agreement with the Trustee at any time and from time to time and in such manner and to such extent as it may deem advisable, including retroactively, subject to the following provisions: (a) No amendment shall have the effect of reducing any Participant's vested interest in the Plan or eliminating an optional form of distribution. (b) No amendment shall have the effect of diverting any part of the assets of the Plan to persons or purposes other than the exclusive benefit of the Participants or their Beneficiaries. (c) No amendment shall have the effect of increasing the duties or responsibilities of a Trustee without its written consent. The Committee shall have the right to amend the Plan, subject to the above provisions (a) through (c), in accordance with the provisions of Section 8.5(g). 10.3 Nonalienation of Benefits. Except pursuant to a Qualified Domestic Relations Order as described in Section 10.15, no benefit under this Plan may be voluntarily or involuntarily assigned or alienated. 10.4 Facility of Payment. If the Committee deems any person incapable of receiving benefits to which he is entitled by reason of minority, illness, infirmity, or other incapacity, it may direct that payment be made directly for the benefit of such person or to any person selected by the Committee to disburse it, whose receipt shall be a complete acquittance therefor. Such payments shall, to the extent thereof, discharge all liability of the Company and the party making the payment. 10.5 California Law Controlling. All legal questions pertaining to the Plan which are not controlled by ERISA shall be determined in accordance with the laws of the State of California and all contributions made hereunder shall be deemed to have been made in that State. 10.6 Lapsed Benefits. (a) In the event that a benefit is payable under this Plan to a Participant and after reasonable efforts the Participant cannot be located for the purpose of paying the benefit during a period of three consecutive years, the Participant shall be presumed dead and the benefit (if any) shall, upon the termination of that three year period, be paid to the Participant's Beneficiary. (b) If any eligible Beneficiary cannot be located for the purpose of paying the benefit for the following two years, then the benefit shall be forfeited and applied in accordance with the provisions of Section 10.1. (c) Notwithstanding the foregoing rules, if after such a forfeiture the Participant or an eligible Beneficiary shall claim the forfeited benefit, the amount forfeited shall 32

be reinstated and paid to the claimant as soon as practical following the claimant's production of reasonable proof of his or her identity and entitlement to the benefit (determined pursuant to the Plan's normal claim review procedures under Section 8.8). (d) The Committee shall direct the Trustee with respect to the procedures to be followed concerning a missing Participant (or Beneficiary), and the Company shall be obligated to contribute to the Trust Fund any amounts necessary after the application of Section 10.1 to pay any reinstated benefit after it has been forfeited pursuant to the provisions of this Section. 10.7 Effect of Article Headings. Article headings are for convenient reference only and shall not be deemed to be a part of the substance of this instrument or in any way to enlarge or limit the contents of any Article. 10.8 Interpretation. The provisions of this Plan shall in all cases be interpreted in a manner that is consistent with this Plan satisfying the requirements of Code Section 401(a) and related statutes for qualification as a defined benefit plan. 10.9 Withholding For Taxes. Any payments from the Trust Fund may be subject to withholding for taxes as may be required by any applicable federal or state law. 10.10 Plan and Trust as One Instrument. This Plan and any trust agreement adopted hereunder shall be construed together as one instrument. In the event that any conflict arises between the terms and/or conditions of any trust agreement with the Trustee and this Plan, the provisions of this Plan shall control, except that with respect to the duties and responsibilities of the Trustee, the trust agreement shall control. 10.11 Invalid Provisions. If any paragraph, section, sentence, clause or phrase contained in this Plan shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be incapable of being construed or limited in a manner to make it enforceable, or is otherwise held by such court to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Plan shall not be affected thereby. 10.12 Counterparts. This instrument may be executed in one or more counterparts each of which shall be legally binding and enforceable. 10.13 No Right of Employment Hereunder. The adoption and maintenance of this Plan and Trust shall not be deemed to constitute a contract of employment or otherwise between the Company and any Employee or Participant, or to be a consideration for, or an inducement or condition of, any employment. Nothing contained herein shall be deemed to give any Employee the right to be retained in the service of the Company or to interfere with the right of the Company to discharge, with or without cause, any Employee or Participant at any time, which right is hereby expressly reserved. 10.14 Appointment of Investment Manager. From time to time the Committee, in accordance with Section 8.6 hereof, may appoint one or more Investment Managers who shall have investment management and control over assets of the Trust. The Committee shall notify the Trustee of such assets of the appointment of the Investment Manager. In the event more than one Investment Manager is appointed, the Committee shall determine which assets shall be subject to management and control by each Investment Manager and shall also determine the proportion in which funds withdrawn or disbursed shall be charged against the assets subject to each Investment Manager's management and control. As shall be provided in any contract between an Investment Manager and 33

the Committee, such Investment Manager shall hold a revocable proxy with respect to all securities which are held under the management of such Investment Manager pursuant to such contract, and such Investment Manager shall report the voting of all securities subject to such proxy on an annual basis to the Committee. 10.15 Qualified Domestic Relations Orders. The rule set forth in Section 10.3 above shall not apply with respect to a "Qualified Domestic Relations Order" as described below. (a) A "Qualified Domestic Relations Order" is a judgment, decree, or order (including approval of a property settlement agreement) that: (i) Creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable under this Plan with respect to a Participant, (ii) Relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant, (iii) Is made pursuant to a State domestic relations law (including a community property law), and (iv) Clearly specifies: (A) the name and last known mailing address (if any) of the Participant and the name and mailing address of each Alternate Payee covered by the order (if the Plan Administrator does not have reason to know that address independently of the order); (B) the amount or percentage of the Participant's benefits to be paid to each Alternate Payee, or the manner in which the amount or percentage is to be determined; (C) the number of payments or period to which the order applies; and (D) each plan to which the order applies. For purposes of this Section 10.15,s "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefits payable with respect to the Participant. (b) A domestic relations order is not a Qualified Domestic Relations Order if it requires: (i) The Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan; (ii) The Plan to provide increased benefits; or (iii) The payment of benefits to an Alternate Payee that are required to be paid to another Alternate Payee under a previous Qualified Domestic Relations Order. (c) A domestic relations order shall not be considered to fail to satisfy the requirements of Paragraph (b)(i) above with respect to any payment made before a Participant has separated from service solely because the order requires that payment of benefits be made to an Alternate Payee: (i) On or after the date on which the Participant attains (or would have first attained) his earliest retirement age (as defined in Code Section 414(p)(4)(B)); 34

(ii) As if the Participant had retired on the date on which such payment is to begin under such order (but taking into account only the present value of accrued benefits and not taking into account the present value of any subsidy for early retirement benefits); and (iii) In any form in which such benefits may be paid under the Plan to the Participant (other than in the form of a joint and survivor annuity with respect to the Alternate Payee and his or her subsequent spouse). Notwithstanding the foregoing, if the Participant dies before his earliest retirement age (as defined in Code Section 414(p)(4)(B)), the Alternate Payee is entitled to benefits only if the Qualified Domestic Relations Order requires survivor benefits to be paid to the Alternate Payee. (d) To the extent provided in any Qualified Domestic Relations Order, the former spouse of a Participant shall be treated as a surviving Spouse of the Participant for purposes of applying the rules (relating to minimum survivor annuity requirements) of Code Sections 401(a)(11) and 417, and any current spouse of the Participant shall not be treated as a spouse of the Participant for such purposes. (e) In the case of any domestic relations order received by the Plan, the Plan Administrator shall promptly notify the Participant and any Alternate Payee of the receipt of the order and the Plan's procedures for determining the qualified status of domestic relations orders. Within a reasonable period after the receipt of the order, the Plan Administrator shall determine whether the order is a Qualified Domestic Relations Order and shall notify the Participant and each Alternate Payee of such determination. (f) The Plan Administrator shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under Qualified Domestic Relations Orders. During any period in which the issue of whether a domestic relations order is a Qualified Domestic Relations Order is being determined (by the Plan Administrator, by a court of competent jurisdiction, or otherwise), the Plan Administrator shall segregate in a separate account in the Plan (or in an escrow account) the amounts which would have been payable to the Alternate Payee during the period if the order had been determined to be a Qualified Domestic Relations Order. If within the 18 Month Period (as defined below), the order (or modification thereof) is determined to be a Qualified Domestic Relations Order, the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. However, if within the 18 Month Period (i) it is determined that the order to not a Qualified Domestic Relations Order, or (ii) the issue as to whether the order is a Qualified Domestic Relations Order is not resolved, then the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to the amounts if there had been no order (assuming such benefits were otherwise payable). Any determination that an order is a Qualified Domestic Relations Order that is made after the close of the 18 Month Period shall be applied prospectively only. For purposes of this Section 10.15, the "18 Month Period" shall mean the 18 month period beginning with the date on which the first payment would be required to be made under the domestic relations order. 35

ARTICLE XI Top-Heavy Provisions 11.1 Applicability. Notwithstanding any provision in this Plan to the contrary, and subject to the limitations set forth in Section 11.8, the requirements of Sections 11.4, 11.5, 11.6 and 11.7 shall apply under this Plan in the case of any Plan Year in which the Plan is determined to be a Top-Heavy Plan under the rules of Section 11.3. For the purpose of this Article XI only, the term "Company" shall mean Allergan and any Affiliate whether or not such company has adopted the Plan. 11.2 Definitions. For purposes of this Article XI, the following special definitions and definitional rules shall apply: (a) The term "Key Employee" means any Employee or former Employee who, at any time during the Plan Year or any of the four preceding Plan Years, is or was: (i) An officer of the Company having an annual compensation greater than 50% of the amount in effect under Code Section 415(b)(1)(A) for the Plan Year; provided, however, for such purposes no more than 50 Employees (or, if lesser, the greater of three Employees or 10% of the Employees) shall be treated as officers; (ii) One of the ten Employees having annual compensation from the Company of more than the limitation in effect under Code Section 415(c)(1)(A) and owning (or considered as owning within the meaning of Code Section 318) both more than a one-half percent interest and the largest interests in the Company. For this purpose, if two Employees have the same interest in the Company, the Employee having greater annual compensation from the Company shall be treated as having a larger interest; (iii) A Five Percent Owner of the Company; or (iv) A One Percent Owner of the Company having an annual compensation from the Company of more than $150,000. (b) The term "Five Percent Owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than 5% of the outstanding stock of the Company or stock possessing more than 5% of the total combined voting power of all stock of the Company. (c) The term "One Percent Owner" means any person who would be described in Paragraph (b) if "1%" were substituted for "5%" each place where it appears therein. (d) The term "Non-Key Employee" means any Employee who is not a Key Employee. (e) The term "Determination Date" means, with respect to any plan year, the last day of the preceding plan year. In the case of the first plan year of any plan, the term "Determination Date" shall mean the last day of that plan year. (f) The term "Aggregation Group" means (i) each plan of the Company in which a Key Employee is a Participant, and (ii) each other plan of the Company which enables any plan described in clause (i) to meet the requirements of Code Sections 401(a)(4) or 410. Any plan not required to be included in an Aggregation Group under the preceding rules may be 36

treated as being part of such group if the group would continue to meet the requirements of Code Sections 401 (a)(4) and 410 with the plan being taken into account. (g) For purposes of determining ownership under Paragraphs (a), (b) and (c) above, the following special rules shall apply: (i) Code Section 318(a)(2)(C) shall be applied by substituting "5%" for "50%", and (ii) the aggregation rules of Subsections (b), (c) and (m) of Code Section 414 shall not apply, with the result that the ownership tests of this Section 11.2 shall apply separately with respect to each Affiliate. (h) The terms "Key Employee" and "Non-Key Employee" shall include their Beneficiaries, and the definitions provided under this Section 11.2 shall be interpreted and applied in a manner consistent with the provisions of Code Section 416(i) and the regulations thereunder. (i) For purposes of this Article XI, an Employee's Compensation shall be determined in accordance with the rules of Code Section 415 and the regulations thereunder; provided, however, for purposes of Paragraph (a) above only, an Employee's annual compensation shall be determined in accordance with the rules of Code Section 414(q)(7). 11.3 Top-Heavy Status. (a) The term "Top-Heavy Plan" means, with respect to any Plan Year: (i) Any defined benefit plan if, as of the Determination Date, the present value of the cumulative accrued benefits under the plan for Key Employees exceeds 60% of the present value of the cumulative accrued benefits under the plan for all Employees; and (ii) Any defined contribution plan if, as of the Determination Date, the aggregate of the account balances of Key Employees under the plan exceeds 60% of the aggregate of the account balances of all Employees under the plan. In applying the foregoing provisions of this Paragraph (a), the valuation date to be used in valuing Plan assets shall be (A) in the case of a defined benefit plan, the same date which is used for computing costs for minimum funding purposes, and (B) in the case of a defined contribution plan, the most recent valuation date within a 12-month period ending on the applicable Determination Date. (b) Each plan maintained by the Company required to be included in an Aggregation Group shall be treated as a Top- Heavy Plan if the Aggregation Group is a Top-Heavy Group. (c) The term "Top-Heavy Group" means any Aggregation Group if the sum (as of the Determination Date) of (i) the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in the group, and (ii) the aggregate of the account balances of Key Employees under all defined contribution plans included in the group exceeds 60% of a similar sum determined for all Employees. For purposes of determining the present value of the cumulative accrued benefit of any Employee, or the amount of the account balance of any Employee, such present value or amount shall be increased by the aggregate distributions made with respect to the Employee under the plan during the five year period ending on the Determination Date. The preceding prior distribution rule shall also apply to distributions under a terminated plan that, if it had not been terminated, would have been required to be included in an Aggregation Group; provided, however, any rollover contribution 37

or similar transfer initiated by the Employee and made after December 31, 1983, to a plan shall not be taken into account with respect to the transferee plan for purposes of determining whether such plan is a Top-Heavy Plan (or whether any Aggregation Group which includes such plan is a Top-Heavy Group). (d) If any individual is a Non-Key Employee with respect to any plan for any plan year, but the individual was a Key Employee with respect to the plan for any prior plan year, any accrued benefit for the individual (and the account balance of the individual) shall not be taken into account for purposes of this Section 11.3. (e) If any individual has not performed services for the Company at any time during the five year period ending on the Determination Date, any accrued benefit for such individual (and the account balance of the individual) shall not be taken into account for purposes of this Section 11.3 (f) In applying the foregoing provisions of this Section, the accrued benefit of a Non-Key Employee shall be determined (i) under the method, if any, which is used for accrual purposes under all plans of the Company and any Affiliate, or (ii) if there is no such uniform method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(1)(C). (g) For all purposes of this Article XI, the definitions provided under this Section 11.3 shall be applied and interpreted in a manner consistent with the provisions of Code Section 416(g) and the Regulations thereunder. 11.4 Minimum Benefit. (a) The Plan shall provide a minimum benefit for each Participant who is not classified as a "Key Employee." This minimum benefit, when expressed as an annual retirement benefit payable in the form of a single life annuity beginning when the Participant attains Age 65, shall not be less than the Participant's average annual compensation during the period of consecutive years (not exceeding five (5)) during which the Participant had the greatest aggregate compensation from the Company multiplied by the lesser of: (i) Two percent (2%) multiplied by the number of his Vesting Years; or (ii) Twenty percent (20%). (b) For purposes of this Section 11.4, Vesting Years shall be determined under Subsections (4), (5), and (6) of Code Section 411(a), but excluding: (i) Any Vesting Year if the Plan was not a Top-Heavy Plan for the Plan Year ending during such Vesting Year; and (ii) Any Vesting Year which was completed in a Plan Year beginning before January 1, 1984. (c) The Participant's minimum benefit determined under this Section 11.4 shall be calculated without regard to any Social Security benefits payable to the Participant. (d) In the event a Participant is covered by both a defined contribution and a defined benefit plan maintained by the Company, both of which are determined to be Top38

Heavy Plans, the Company shall satisfy the minimum benefit requirements of Code Section 416 by providing (in lieu of the minimum contribution described under the defined contribution plan) a minimum benefit under this Plan so as to prevent the duplication of required minimum benefits hereunder. 11.5 Maximum Benefit. (a) Except as set forth below, in the case of any Top-Heavy Plan the rules of Sections 4.6(a)(i) and 4.6(b) shall be applied by substituting "1.0" for "1.25." (b) The rule set forth in Paragraph (a) above shall not apply if the requirements of both Subparagraphs (i) and (ii) are satisfied. (i) The requirements of this Subparagraph (i) are satisfied if the rules of Section 11.4(a) above would be satisfied after substituting "three percent (3%)" for "two percent (2%)" where it appears therein and by increasing (but not by more than ten (10) percentage points) twenty percent (20%) by one (1) percentage point for each year for which the Plan is a Top Heavy Plan. (ii) The requirements of this Subparagraph (ii) are satisfied if the Plan would not be a Top-Heavy Plan if "ninety percent (90%)" were substituted for "sixty percent (60%)" each place it appears in Sections 11.3(a) and 11.3(c). (c) The rules of Paragraph (a) shall not apply with respect to any Employee as long as there are no -(i) Company contributions, forfeitures, or voluntary nondeductible contributions allocated to the Employee under a defined contribution plan maintained by the Company, or (ii) Accruals by the Employee under a defined benefit plan maintained by the Company. (d) In the case where the Plan is subject to the rules of Paragraph (a) above, the transition fraction rules of Code Section 415(e)(6) shall be applied by substituting "$41,500" for "$51,875." 11.6 Minimum Vesting Rules. (a) For any Plan Year in which it is determined that the Plan is a Top-Heavy Plan, the vesting schedule of the Plan shall be changed to that set forth below (unless the Plan's vesting schedule otherwise provides for vesting at a rate at least as rapid as that set forth below):
Nonforfeitable Percentage ---------0%

Number of Vesting Years ----------------------Less than 3 years 3 or more 100%

(b) If the Plan ceases to be a Top-Heavy Plan, the vesting schedule of the Plan shall (for such Plan Years as the Plan is not a Top-Heavy Plan) revert to that provided in Section 4.11 (the "Regular Vesting Schedule"). If such reversion to the Regular Vesting Schedule is deemed to constitute a vesting schedule change that is attributable to a Plan amendment 39

(within the meaning of Code Section 411(a)(10)), then such reversion to said Regular Vesting Schedule shall be subject to the requirements of Code Section 411(a)(10). For such purposes, the date of the adoption of such deemed amendment shall be the Determination Date as of which it is determined that the Plan has ceased to be a Top-Heavy Plan. 11.7 Noneligible Employees. The rules of this Article XI shall not apply to any Employee included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers if retirement benefits were the subject of good faith bargaining between such employee representatives and the employer or employers. IN WITNESS WHEREOF, Allergan, Inc. hereby executes this instrument, evidencing the terms of the Allergan, Inc. Pension Plan as restated this 3rd day of April, 1996. ALLERGAN, INC. By: Francis R. Tunney, Jr. Secretary 40

APPENDIX A Actuarial Equivalent shall mean a benefit of equal actuarial value based on the attached factors. A.1 No benefit determined in accordance with the factors set forth in this Appendix shall be less than the actuarial equivalent determined in accordance with the actuarial assumptions in effect as of the adoption date of the Second Amendment to the Plan (7% interest rate and the 1971 GAM Mortality Table -- Males (age setback 2 years)) of the Participant's Accrued Benefit determined as of the adoption date of the Second Amendment to the Plan. A.2 For Plan Years commencing prior to January 1, 1995: For purposes of Section 5.4, Actuarial Equivalent shall mean an amount of equal actuarial value based on the interest rate(s) which would be used (as of the first day of the Plan Year in which falls the annuity starting date) by the Pension Benefit Guaranty Corporation (PBGC) for a trusteed single-employer plan to value a benefit upon termination of an insufficient trusteed singleemployer plan to value a benefit upon termination of an insufficient trusteed single-employer plan and the 1971 GAM Mortality Table -- Males (age set-back 2 years). A.3 For Plan Years commencing after December 31, 1994: For purposes of Section 5.4, Actuarial Equivalent shall mean an amount of equal actuarial value based on the Applicable Mortality Table and the Applicable Interest Rate where: "Applicable Mortality Table" means the 1983 Group Annuity Mortality Table; and "Applicable Interest Rate" means the annual interest rate on 30-year Treasury securities as specified by the Commissioner of Internal Revenue for the first full calendar month preceding the Plan Year that contains the annuity starting date. 41

ATTACHMENT TO APPENDIX A OPTIONAL BENEFIT FORM FACTORS (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
Retiree Age --40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 Joint & 50% Survivor -------.975 .973 .971 .969 .967 .965 .963 .961 .959 .957 .955 .953 .951 .949 .947 .945 .942 .939 .936 .933 .930 .927 .924 .921 .918 .915 .911 .907 .903 .899 .895 .892 .889 .886 .883 .880 Joint & 66 2/3% Survivor -------.960 .958 .956 .954 .952 .950 .948 .946 .944 .942 .940 .937 .934 .931 .928 .925 .921 .917 .913 .909 .905 .901 .897 .893 .889 .885 .881 .877 .873 .869 .865 .862 .859 .856 .853 .850 Joint & 100% Survivor -------.945 .942 .939 .936 .933 .930 .926 .922 .918 .914 .910 .906 .902 .898 .894 .890 .885 .880 .875 .870 .865 .860 .855 .850 .845 .840 .834 .828 .822 .816 .810 .805 .800 .795 .790 .785

42

ATTACHMENT TO APPENDIX A OPTIONAL BENEFIT FORM FACTORS (TO BE APPLIED TO STRAIGHT LIFE ANNUITY)
Retiree Age --40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 5-year Certain & Life -----.999 .999 .999 .999 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 .974 .971 .967 .962 .957 .952 .946 .940 .934 10-year Certain & Life -----.996 .995 .995 .994 .993 .992 .991 .990 .988 .987 .985 .984 .982 .980 .978 .975 .973 .970 .967 .963 .959 .954 .949 .943 .937 .929 .921 .911 .901 .890 .878 .865 .851 .837 .822 .806 15-year Certain & Life -----.990 .989 .988 .986 .984 .982 .980 .978 .975 .972 .969 .966 .962 .959 .954 .950 .945 .939 .933 .926 .918 .909 .899 .889 .877 .865 .851 .836 .821 .804 .787 .769 .750 .731 .711 .691 20-year Certain & Life -----.983 .981 .979 .976 .973 .970 .967 .963 .959 .954 .950 .945 .939 .933 .926 .919 .911 .902 .893 .883 .872 .860 .847 .833 .818 .802 .785 .768 .749 .730 .711 .691 .671 .651 .631 .610

43

APPENDIX B For purposes of Section 4.3(b) of the Plan, the Accrued Benefit of a Participant shall be equal to one-twelfth (1/12) of the difference between: (a) the sum of: (i) 1.7% of his Average Earnings multiplied by the number of his Benefit Years to a maximum of 35 Benefit Years; plus (ii) 0.5% of his Average Earnings for each Benefit Year in excess of 35 Benefit Years; and (b) 1.43% of the Participant's Primary Social Security Benefit multiplied by the number of his Benefit Years to a maximum of 35 Benefit Years. 44

EXHIBIT 10.4 ALLERGAN, INC. 1989 NONEMPLOYEE DIRECTOR STOCK PLAN (AS AMENDED AND RESTATED) I. GENERAL PROVISIONS 1.1 Purposes of Plan. Allergan, Inc. (the "Company") has adopted this 1989 Nonemployee Director Stock Plan (the "Plan") to enable the Company to attract and retain the services of experienced and knowledgeable Nonemployee Directors and to align further their interests with those of the stockholders of the Company by providing for or increasing the proprietary interests of the Nonemployee Directors in the Company. 1.2 Definitions. The following terms, when used in this Plan, shall have the meanings set forth in this Section 1.2: (a) "Award" means an award of Restricted Stock under the Plan. (b) "Board" or "Board of Directors" means the Board of Directors of the Company. (c) "Change in Control" means the following and shall be deemed to occur if any of the following events occur: (i) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding voting securities; (ii) Individuals who, as of the date hereof, constitute the Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board; (iii) The stockholders of the Company approve a merger or consolidation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such merger or consolidation, and 1

(B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 50% or more of the combined voting power of the Company's then outstanding voting securities; or (iv) The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the preceding provisions of this Paragraph (c), a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Paragraph, is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of the Company's then outstanding voting securities solely in connection with a public offering of the Company's securities or (2) if the "person" described in the preceding provisions of this Paragraph is an employee stock ownership plan or other employee benefit plan maintained by the Company (or any of its affiliated companies) that is qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended. (d) "Common Stock" means the common stock, par value $.01 per share, of the Company. (e) "Company" means Allergan, Inc., a Delaware corporation, or any successor thereto. (f) "Nonemployee Director" means any member of the Board of Directors who is not an employee of the Company or of a parent or subsidiary corporation (as defined in Section 425 of the Internal Revenue Code) with respect to the Company. (g) "Participant" means any Nonemployee Director who receives an Award pursuant to the terms of the Plan. (h) "Plan" means the Allergan, Inc. 1989 Nonemployee Director Stock Plan as set forth herein, as amended from time to time. (i) "Restricted Stock" means Common Stock which is the subject of an Award under this Plan and which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met as set forth in this Plan. 1.3 Common Shares Subject to Plan. (a) Subject to the provisions of Article IV and of this Section 1.3, the maximum number of shares of Common Stock which may be issued or transferred pursuant to Awards under this Plan shall not exceed 50,000 shares. (b) The shares of Common Stock to be delivered under the Plan shall be made available, at the discretion of the Board of Directors, either from authorized but unissued shares of Common Stock or from shares of Common Stock held by the Company as treasury shares, including shares purchased in the open market. (c) If, on or before termination of the Plan, any shares of Common Stock subject to an Award shall not be issued or transferred and shall cease to be issuable or transferable for any reason, or if such shares shall have been reacquired by the Company pursuant to restrictions imposed on such shares under the Plan, the shares not so issued or transferred and the shares so reacquired shall not longer be charged against the limitation provided for in Paragraph (a) of this Section 1.3 and may be again made the subject of Awards under this plan. 2

1.4 Administration of Plan. (a) Subject to the provisions of Paragraph (b) below, this Plan shall be administered by the Board of Directors. Awards under the Plan shall be automatic as described elsewhere in this Plan. Subject to the provisions of this Plan, the Board shall be authorized and empowered to do all things necessary or desirable in connection with the administration. (b) The Board, in its absolute discretion, may at any time and from time to time delegate to a committee of three or more persons appointed by the Board (the "Committee") all or any part of the authority, powers and discretion of the Board under this Plan. Any determinations, decisions, interpretations, rules, regulations or other actions of the Committee shall have the same effect as if made or taken by the Board. Members of the Committee shall be subject to removal at any time as determined by the Board, and the Board may at any time abolish the entire Committee, in which case all authority, powers and discretion delegated to the Committee shall immediately become revested in the Board. The Board also may limit the Committee's authority and power at any time, in which case any specified authority or power removed from the Committee shall immediately become revested in the Board. No Nonemployee Director shall be eligible to be a member of the Committee. 1.5 Participation. All Nonemployee Directors shall receive Awards under this Plan, which Awards shall be granted automatically as provided in Section 2.1 below. II. GRANTS OF RESTRICTED STOCK 2.1 Restricted Stock Awards -- Pre-1994. (a) Immediately following the effective date of this Plan (as determined pursuant to Section 5.2 hereof), each Nonemployee Director who is then serving as a member of the Board of Directors shall automatically be granted an Award consisting of a number of shares of Restricted Stock (rounded to the nearest whole number of shares) equal to 1,000 multiplied by the Applicable Service Fraction (as defined in Paragraph (c) below) with respect to such Nonemployee Director determined as of the effective date of this Plan. (b) Thereafter, each Nonemployee Director who is newly appointed or elected to the Board for a full term of three years shall automatically be granted an award consisting of 1,000 shares of Restricted Stock at the time such Nonemployee Director first joins the Board. Such Award shall be made on the first business day following the date of the regular annual meeting of stockholders of the Company, or any adjournment thereof, at which directors are elected. (c) Each Nonemployee Director who is appointed or elected to fulfill a term of less than three years (whether by replacing a director who retires, resigns or otherwise terminates his service as a director prior to the expiration of this term or otherwise) shall automatically be granted an Award consisting of a number of shares of Restricted Stock (rounded to the nearest whole number of shares) equal to 1,000 multiplied by the Applicable Service Fraction with respect to such Nonemployee Director determined as of the date of such Nonemployee Director's appointment or election to the Board. Such Award shall be made as of the first business day following the date of such Nonemployee Director's appointment or election to the Board. (d) Each Nonemployee Director who is re-elected (or, in the case of a Nonemployee Director who was appointed to the Board and received an Award pursuant to any of the preceding provisions of this Section 2.1 (an "Appointed Director"), elected) to the Board for a full term of three years shall 3

automatically be granted an Award consisting of 700 shares of Restricted Stock at the time of such Nonemployee Director's re-election (or, in the case of an Appointed Director, election) to the Board. Such Award shall be made on the first business day following the date of the annual meeting of stockholders of the Company, or any adjournment thereof, at which directors of the Company are elected. (e) As used herein, "Applicable Service Fraction" means, with respect to any Nonemployee Director, a fraction the numerator of which is the number of months remaining in such Nonemployee Director's term at the time the Applicable Service Fraction is to be determined pursuant hereto and the denominator of which is 36. 2.2 Purchase Price. Participants under the Plan shall not be required to pay any purchase price for the shares of Common Stock to be acquired pursuant to an Award, unless otherwise required under applicable law or regulations for the issuance of shares of Common Stock which are nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. If so required, the price at which shares of Common Stock shall be sold to Participants under this Plan pursuant to an Award shall be the minimum purchase price required in such law or regulations, as determined by the Board in the exercise of its sole discretion. 2.3 Terms of Payment. The purchase price, if any, of shares of Common Stock sold by the Company hereunder shall be payable by the Participant in cash at the time such award is granted. 2.4 Restricted Stock Awards -- 1994 and After. Effective as of immediately prior to the 1994 Annual Meeting of Stockholders of the Company: (a) No new Awards shall be made pursuant to the provisions of Section 2.1. (b) Upon election, re-election or appointment of a Nonemployee Director to the Board occurring at or after the 1994 Annual Meeting of Stockholders, such Nonemployee Director shall automatically be granted an Award consisting of the following number of shares of Restricted Stock: 600 multiplied by the number of years which remain in the term of the person so elected, re-elected or appointed. For purposes of such calculation, a year shall be the period between annual meetings of stockholders of the Company or any part of such period (exclusive of the 60 days immediately preceding the first annual meeting to be held following such election, reelection or appointment giving rise to such Award). For example, if a Nonemployee Director is appointed to the Board in January of 1995 to serve a term which will expire at the 1997 Annual Meeting of Stockholders (and the 1995 Annual Meeting of Stockholders is held more than 60 days after such appointment), the term of such person would be considered to be three years for purposes of calculating the Award. (c) Awards automatically granted pursuant to this Section 2.4 shall be made on the first business day following the date of such election, re-election or appointment, as applicable. III. RESTRICTIONS ON GRANTED STOCK 3.1 Restrictions on Shares Issued. All shares of Common Stock granted pursuant to an Award under this Plan shall be subject to the following restrictions: (a) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions set forth in Paragraph (b) below lapse and are removed as provided in Paragraph (d) below, and any additional requirements or restrictions set forth in or 4

imposed pursuant to this Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) In the event a Participant's service as a director of the Company terminates for any reason other than death or total disability, all shares of Common Stock acquired under this Plan by such Participant with respect to which, at the date of such termination of service, the vesting restrictions imposed under this Plan have not lapsed and been removed as provided in Paragraph (d) below shall be returned to the Company forthwith, and all rights of the Participant to such shares shall immediately terminate upon payment by the Company to such Participant of the amount, if any, that the Participant paid to the Company for such shares. (c) In the event a Participant's service as a director of the Company terminates because of death or total disability, the Participant shall not be obligated to return any shares as described in Paragraph (b) above and, except for any continuing and additional restrictions which may exist as set forth in or imposed pursuant to this Plan, the vesting restrictions imposed upon the shares of Common Stock acquired by such Participant under this Plan shall lapse and be removed (and the shares of Common Stock acquired by such Participant under Awards pursuant to the Plan shall vest) upon such termination of service. (d) The restrictions imposed under Paragraph (b) above shall lapse and be removed (and the shares of Common Stock acquired by a Participant pursuant to an Award shall vest) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (iii) and (iv) below, in the case of an Award granted pursuant to Paragraph (a) or (c) of Section 2.1, as of the date of each regular annual meeting of stockholders of the Company at which directors are to be elected following the date of such Award, the vesting restrictions imposed under this Plan shall lapse and be removed from such number of shares of Restricted Stock acquired pursuant to the Award as is required to cause the aggregate number of shares of Common Stock acquired pursuant to such Award with respect to which the vesting restrictions imposed pursuant to this Plan have lapsed and been removed (and in which the Participant shall be fully vested) to equal the number (rounded to the nearest whole number of shares) computed by multiplying the total number of shares of Restricted Stock that were initially the subject of such Award by the lesser of (A) one or (b) a fraction the numerator of which is the number of months the Participant has served as a member of the Board of Directors subsequent to the date upon which the Award was granted and the denominator of which is the total number of months in the term of such Nonemployee Director determined as of the date upon which the Award was granted. (ii) Subject to the provisions of Subparagraph (iii) and (iv) below, in the case of an Award pursuant to Paragraph (b) or (d) of Section 2.1, as of the date of each regular annual meeting of stockholders of the Company at which directors are to be elected following the date of such Award, the vesting restrictions imposed pursuant to this Plan shall lapse and be removed (and the Participant shall be fully vested) with respect to one-third (rounded to the nearest whole number) of the number of shares acquired by the Participant pursuant to the Award, such that the restrictions shall lapse and be removed (and the Participant shall be fully vested) with respect to all of the shares acquired by the Participant pursuant to such Award as of the date of the third such annual meeting of stockholders following the date upon which the Award is granted. (iii) Notwithstanding the provisions of Subparagraphs (i), (ii) and (v) of this Section 3.1, in the event that a Participant's service as a director of the Company terminates because of death or 5

total disability, as of the date of such termination of service the vesting restrictions imposed pursuant to this Plan shall lapse and be removed (and the Participant shall be fully vested) with respect to all shares of Common Stock acquired by such Participant under Awards pursuant to this Plan. (iv) Notwithstanding the provisions of Subparagraphs (i), (ii) and (v) of this Section 3.1, in the event of a Change in Control, as of the date of such Change in Control the vesting restrictions imposed pursuant to this Plan shall lapse and be removed (and Participants shall be fully vested) with respect to all shares of Common Stock acquired under Awards pursuant to this Plan. (v) Subject to the provisions of Subparagraphs (iii) and (iv) of this Section 3.1, Awards made pursuant to Section 2.4, as of the date of each annual meeting of stockholders following the date of such Award, the vesting restrictions imposed pursuant to this Plan shall lapse and be removed (and the Participant shall be fully vested) with respect to 600 of the shares covered by such Award. 3.2 Rights With Respect to Shares of Restricted Stock. A Nonemployee Director to whom an Award has been made shall be notified of the Award, and upon payment in full of the purchase price (if any) required for the shares of the Restricted Stock, the Company shall promptly cause to be issued or transferred to the name of the Nonemployee Director a certificate or certificates for the number of shares of Restricted Stock granted, subject to the provisions of Sections 3.3, 3.4 and 3.5 below. From and after the date of the Award, the Nonemployee Director shall be a Participant and shall have all rights of ownership with respect to such shares of Restricted Stock, including the right to vote and to receive dividends and other distributions with respect thereto, subject to the terms, conditions and restrictions described in this Plan. 3.3 Custody of Stock Certificates. In order to enforce the restrictions imposed upon shares of Restricted Stock pursuant to this Plan, the Board may require that the certificates representing such shares of Restricted Stock remain in the physical custody of the Company until any or all of the restrictions imposed pursuant to the Plan expire or shall have been removed. 3.4 Legends on Stock Certificates. The Board shall cause such legend or legends making reference to the restrictions imposed hereunder to be placed on certificates representing shares of Common Stock which are subject to restrictions hereunder as the Board deems necessary or appropriate in order to enforce the restrictions imposed upon shares of Restricted Stock issued pursuant to Awards granted hereunder. 3.5 Securities Law Requirements. Shares of Common Stock shall not be offered or issued under this Plan unless the offer, issuance and delivery of such shares shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the California Corporate Securities Law of 1968, as amended, and the requirements of any stock exchange upon which the Common Stock may then be listed. As a condition precedent to the issuance of shares of Common Stock pursuant to an Award, the Company may require the Participant to take any reasonable action to comply with such requirements. IV. ADJUSTMENT PROVISIONS 4.1 Adjustments. If the outstanding shares of the Common Stock of the Company are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed in respect of such shares of Common Stock (or any stock or securities received with respect to such Common Stock), through merger, consolidation, sale or exchange of all or substantially all of the properties of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off or other distribution in respect of such 6

shares of Common Stock (or any stock or securities received with respect to such Common Stock), and appropriate and proportionate adjustment shall be made in (i) the maximum number of securities provided in Section 1.3 of the Plan, (ii) the number of shares to be included in each grant of Restricted Stock of the Plan; (iii) the number and kind of shares then subject to restrictions pursuant to Section 3.1 of the Plan, and (iv) the repurchase price, if any, for each share of Common Stock subject to such restrictions. The Board's determination of the adjustments required under this Section 4.1 shall be final, binding and conclusive. No fractional interests shall be issued under the Plan on account of any such adjustment. V. MISCELLANEOUS PROVISIONS 5.1 Amendment, Suspension and Termination of Plan. The Board of Directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such action shall deprive the holder of an Award of such Award without the consent of such holder, and further provided that the nondiscretionary manner in which Awards are made to Nonemployee Directors under Section 2.1 and Section 2.4 shall not be modified or amended (provided that the number of shares to be included in each automatic grant thereunder may be changed with the approval of the stockholders). Furthermore, no such amendment shall, without approval of the stockholders of the Company, except as provided in Article IV hereof: (a) increase the maximum number of shares specified in paragraph (a) of Section 1.3; (b) change the price of Common Stock specified in Section 2.2; (c) change the terms of payment specified in Section 2.3; (d) accelerate the restriction-removal schedule specified in Paragraph (d) of Section 3.1; (e) extend the duration of the Plan; (f) materially modify the requirements as to eligibility for participation in the Plan; or (g) materially increase in any other way the benefits accruing to the holder of an Award already granted or that subsequently may be granted under this Plan. Except as provided in Article IV, no termination, suspension or amendment of this Plan may, without the consent of the holder thereof, affect Common Stock previously acquired by a Participant pursuant to this Plan. 5.2 Effective Date and Duration of Plan. This Plan shall become effective on the later of (a) the date of its approval by the Board of Directors of the Company, (b) the date of its approval by the holders of the outstanding shares of Common Stock (either by a vote of a majority of such outstanding shares present in person or by proxy and entitled to vote at a meting of the stockholders of the Company or by written consent), or (c) the date of the distribution by SmithKline Beckman Corporation ("SKB") of the stock of the Company pursuant to the terms of that certain Distribution Agreement, dated as of April 11, 1989, among SKB, the Company and Beckman Instruments, Inc. Unless previously terminated by the Board of Directors, this Plan shall terminate at the close of business on December 31, 1999, and no Award may be granted under the Plan thereafter, but such termination shall not affect any Award theretofore granted and any shares of Common Stock granted pursuant thereto. 5.3 Additional Limitations on Common Stock. With respect to any shares of Common Stock issued or transferred under any provisions of the Plan, such shares may be issued or transferred subject to such conditions, in addition to those specifically provided in the Plan as the Board may direct. 7

5.4 Director Status. Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any Nonemployee Director any right to continue as a member of the Board of Directors of the Company or any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, as the case may be) to terminate the service of any Nonemployee Director at any time and for any reason whatsoever, with or without good cause. 5.5 Securities Law Legends. In addition to any legend or legends pursuant to Section 3.4 above, each certificate representing shares of Common Stock issued under the Plan shall be endorsed with such legends as the Company may, in its discretion, deem reasonably necessary or appropriate to comply with or give notice of applicable federal and state securities laws. 5.6 No Entitlement to Shares. No Nonemployee Director (individually or as a member of a group), and no beneficiary or other person claiming under or through such Nonemployee Director, shall have any right, title, or interest in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to any Award except as to such shares of Common Stock, if any, as shall have been issued or transferred to such Nonemployee Director. A Nonemployee Director's rights to any shares of Common Stock issued or transferred to the name of such Nonemployee Director pursuant to an Award under this Plan shall be subject to such limitations and restrictions as are set forth in or imposed pursuant to this Plan. 5.7 Withholding of Taxes. The Company may make such provisions as it deems appropriate for the withholding by the Company of such amounts as the Company determines it is required to withhold in connection with any Award. The Company may require a Participant to satisfy any relevant tax requirements before authorizing any issuance of Common Stock to such Participant. Any such settlement shall be made in the form of cash, a certified or bank cashier's check or such other form of consideration as is satisfactory to the Board. 5.8 Transferability. No award or right under this Plan, contingent or otherwise, shall be assignable or otherwise transferable other than by will or the laws of descent and distribution, or shall be subject to any encumbrance, pledge or change or any nature. Any Award shall be accepted during a Participant's lifetime only by the Participant or the Participant's guardian or other legal representative. 5.9 Other Plans. Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or benefits to directors generally, which the Company now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, insurance, stock purchase, incentive compensation or bonus plan. 5.10 Invalid Provisions. In the event that any provision of this Plan document is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were not contained herein. 5.11 Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender, as the context may require. 5.12 Applicable Law. This Plan shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws relating to conflicts or choice of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California. 8

5.13 Successors and Assigns of the Company. The Plan shall be binding upon the successors and assignees of the Company. 5.14 Successors and Assigns of Participants. The provisions of this Plan and any agreement executed upon the acquisition of shares hereunder shall be binding upon each Participant in the Plan, and such Participant's heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest. 5.15 Headings, Etc. Not Part of Plan. Heading of Articles and Sections hereof are inserted for convenience and reference only, and they shall not constitute a part of the Plan. 9

EXHIBIT 10.5 ALLERGAN, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN Restated 1996

RESTATED ALLERGAN, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN ARTICLE I INTRODUCTION 1.1 Purpose. This Allergan, Inc. Supplemental Retirement Income Plan (the "Plan") is hereby established by the board of directors (hereinafter referred to as the "Board of Directors" or the "Board") of Allergan, Inc., a Delaware corporation (the "Sponsor"), to provide certain supplemental retirement benefits to selected management employees of the Sponsor and its Affiliated Companies as more fully provided herein. The benefits provided under this Plan are intended to replace and be generally comparable to the benefits related to the limitation contained in Code Section 415 that are provided under that certain Supplemental Benefit Plan maintained by SmithKline Beckman Corporation, a Pennsylvania corporation ("SKB"), as such Supplemental Benefit Plan (the "SKB Plan") is in effect immediately prior to the Effective Date hereof. 1.2 Effective Date and Term. This plan is adopted effective as of July 27, 1989 (the "Effective Date"), and shall continue in effect until terminated by the Board of Directors. 1.3 Participation. Participation in this Plan shall be open to all Eligible Employees of the Sponsor and any Affiliated Company. For purposes of the preceding sentence, "Eligible Employees" means any management employee of the Sponsor or any Affiliated Company whose benefits under the Pension Plan are limited by reason of Code Section 415. 1.4 Applicability of ERISA. This Plan is intended to be an unfunded "excess benefit plan" within the meaning of Section 4(b)(5) of ERISA.

ARTICLE II DEFINITIONS 2.1 Affiliated Company. "Affiliated Company" means any affiliate of the Sponsor which has adopted the Pension Plan as provided therein. 2.2 Board; Board of Directors. "Board" and "Board of Directors" each mean the board of directors of the Sponsor. 2.3 Code. "Code" means the Internal Revenue Code of 1986, as amended. 2.4 Committee. "Committee" means the committee authorized to administer this Plan as set forth in Section 3.1 hereof. 2.5 Effective Date. "Effective Date" means July 27, 1989. 2.6 ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.7 Participant. "Participant" means any Eligible Employee of the Sponsor or any Affiliated Company as defined under Section 1.3 hereof. 2.8 Pension Plan. "Pension Plan" means the Allergan, Inc. Pension Plan as it may be amended from time to time. 2.9 Plan. "Plan" means this Allergan, Inc. Supplemental Retirement Income Plan adopted as of the Effective Date hereof and as it may be amended from time to time. 2.10 Sponsor. "Sponsor" means Allergan, Inc., a Delaware corporation. 2.11 Termination. "Termination" means the termination of a Participant's employment with the Sponsor for any reason whatsoever, whether voluntary or involuntary. 2.12 Termination Date. "Termination Date" means, with respect to any Participant, the effective date of such Participant's Termination. 2

ARTICLE III ADMINISTRATION OF THE PLAN 3.1 Administration By Committee. This Plan shall be administered by the same committee (the "Committee") which is appointed to administer the Pension Plan. A member of the Committee may be a Participant in this Plan, provided, however, that any action to be taken by the Committee solely with respect to the particular interest in this Plan of a Committee member who is also a Participant in this Plan shall be taken by the remaining members of the Committee. 3.2 Committee Authority; Rules and Regulations. The Committee shall have discretionary authority to (a) make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan, (b) decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan, and (c) take or approve all such other actions relating to the Plan (other than amending or terminating the Plan or making a final determination concerning an application for Plan benefits as set forth in Section 3.6 hereof) as may be taken or approved by the Board; provided, however, that the Board may, by written notice to the Committee, withdraw all or any part of the Committee's authority at any time, in which case such withdrawn authority shall immediately revest in the Board. Subject to Section 3.6 hereof, the decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. 3.3 Appointment of Agents. In the administration of this Plan, the Board and/or the Committee may from time to time employ agents (which may include officers and/or employees of the Sponsor or any Affiliated Company) and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to the Sponsor or any Affiliated Company. 3.4 Application For Benefits. The Committee may require any person claiming benefits under the Plan to submit an application therefor, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents such person from making personal application for benefits, the Committee may, in its discretion, permit application to be made by another person acting on his behalf. Notwithstanding the foregoing, if the Committee shall have all information necessary to determine the amount and form of Plan benefits payable to a Participant or Beneficiary who is entitled to benefit payments under this Plan (including, to the extent applicable and without limiting the generality of the foregoing, the name, age, sex and proper mailing address of all parties entitled to benefit payments), then the failure of a Participant or Beneficiary to file an application for benefits shall not cause the 3

Committee to defer the commencement of benefit payments beyond the benefit commencement date required under this Plan. 3.5 Action on Application. Within 60 days following receipt of an application and all necessary documents and information, the Committee shall furnish the claimant with written notice of the decision rendered with respect to such application. Should special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the claimant prior to the expiration of the initial 60 day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 90 days from the end of the initial 60 day period. In the case of a denial of the claimant's application, the written notice thereof shall set forth specific reasons for the denial, with references to the Plan provisions upon which the denial is based, a description of any additional information or material necessary to perfect the application (together with an explanation why such material or information is necessary), and an explanation of the Plan's claim review procedure. 3.6 Appeal of Committee Decision. (a) A claimant who does not agree with the decision rendered by the Committee with respect to his application may appeal such decision to the Board. The appeal must be in writing and must be filed with the Board within 65 days after the date of notice of the Committee's decision with respect to the application, or, if the application has neither been approved nor denied within the applicable period provided in Section 3.5 hereof, then the appeal must be filed within 65 days after the expiration of such applicable period. (b) The claimant may request that his application be given full and fair review by the Board. The claimant may review all pertinent documents and submit issues and comments to the Board in writing in connection with the appeal. The decision of the Board shall be made promptly, and not later than 60 days after the Board's receipt of a request for review and all supporting documentation and information to be submitted by the claimant, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review and such supporting documentation and information. The Board's decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific reference to the pertinent Plan provisions upon which the decision is based. 4

ARTICLE IV BENEFITS 4.1 Determination of Benefits. Except as provided in Article V hereof, the supplemental retirement benefit payable to any Participant under this Plan shall be determined as of such Participant's Termination Date and shall be an amount equal to the excess (if any) of (a) the retirement benefit to which such Participant would be entitled under the Pension Plan if his retirement benefit under the Pension Plan were determined without regard to the limits imposed by Code Section 415, over (b) the retirement benefit to which such Participant is actually entitled under the Pension Plan. Notwithstanding the foregoing, in no event shall the supplemental retirement benefit payable to a Participant under this Plan be less than the benefit which, when added to such Participant's benefit (if any) under the Allergan, Inc. Supplemental Executive Benefit Plan, results in an aggregate benefit equal to such Participant's accrued benefit (if any) under the SKB Plan as of July 26, 1989. 4.2 Form and Payment of Benefits. Except as provided in Article V hereof, a Participant's benefit under this Plan as determined pursuant to Section 4.1 hereof shall be paid to such Participant in the same form and at the same time, and shall be calculated under the same actuarial assumptions, as the Participant's benefits under the Pension Plan. For example, if a Participant were entitled to monthly benefit payments under the Pension Plan, the Participant's benefit under this Plan would also be paid on a monthly basis at the same time as the monthly benefit payments under the Pension Plan, and the amount of each monthly benefit payment under this Plan would be the amount (if any) by which the monthly benefit payment determined under clause (a) of Section 4.1 hereof exceeds the monthly benefit payment determined under clause (b) of Section 4.1 hereof, subject to the provisions of the last sentence of Section 4.1 hereof. 5

ARTICLE V CHANGE IN CONTROL 5.1 Effect of a Change in Control. Notwithstanding the provisions of Article IV hereof, in the event that a Change In Control (as defined in Section 5.4 hereof) occurs on or after the Effective Date hereof, each Participant shall receive a "Lump Sum Benefit" in lieu of any benefits under the Plan to which such Participant is or would otherwise become entitled and which have not already been paid as of the date such Change In Control occurs (the "Change In Control Date"), with such Lump Sum Benefit to be paid as provided in Section 5.2 hereof in the amount calculated as provided in Section 5.3 hereof. 5.2 Payment of Lump Sum Benefit. The Lump Sum Benefit payable to any Participant under Section 5.1 hereof shall be paid to such Participant within 30 days following such Participant's Determination Date. As used herein, a Participant's "Determination Date" shall be the later of the Change In Control Date or such Participant's Termination Date. 5.3 Amount of Lump Sum Benefit. The amount of the Lump Sum Benefit payable to any Participant pursuant to Section 5.1 hereof shall be the amount equal to the lump sum actuarial equivalent, determined as of such Participant's Determination Date, of the unpaid Plan benefits to which such Participant is entitled under Article IV hereof, provided, however, that in determining the lump sum actuarial equivalent of such Participant's unpaid Plan benefits, the following special rules shall apply: (a) The interest/discount rate assumed shall be 3.6 percent (3.6%); (b) The mortality table used shall be the same as the mortality table used for purposes of determining the Sponsor's minimum funding obligation under ERISA with respect to the Pension Plan for the plan year preceding the plan year in which the Participant's Determination Date falls; and (c) For purposes of determining what benefits the Participant is entitled to receive under Article IV hereof, it shall be assumed that the Participant would commence receiving benefit payments under the Pension Plan and under Article IV of this Plan as of the earlier of (i) the date such Participant actually commenced receiving Pension Plan benefits, or (ii) the date which is the later of (A) such Participant's Termination Date or (B) the earliest date such Participant would be eligible to commence receiving Pension Plan benefits. 6

5.4. Change in Control. As used in this Plan, "Change in Control" shall mean the following and shall be deemed to occur if any of the following events occur: (a) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; (b) Individuals who, as of the Effective Date hereof, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the Effective Date hereof whose election, or nomination for election by the Sponsor's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Sponsor, as such terms are used Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board of the Sponsor; (c) The stockholders of the Sponsor approve a merger or consolidation with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Sponsor outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of the Sponsor or such other entity outstanding immediately after such merger or consolidation, and (ii) a merger or consolidation effected to implement a recapitalization of the Sponsor (or similar transaction) in which no person acquires 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; or (d) The stockholders of the Sponsor approve a plan of complete liquidation of the Sponsor or an agreement for the sale or other disposition by the Sponsor of all or substantially all of the Sponsor's assets. Notwithstanding the preceding provisions of this Section 5.4, a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Section 5.4 is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of 7

the Sponsor's then outstanding voting securities solely in connection with a public offering of the Sponsor's securities, or (2) if the "person" described in the preceding provisions of this Section 5.4 is an employee stock ownership plan or other employee benefit plan maintained by the Sponsor (or any of its affiliated companies) that is qualified under the provisions of ERISA. 8

ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Designation of Beneficiary. A Participant shall be entitled to designate one or more individuals or entities, in any combination, as his "Beneficiary" or "Beneficiaries" to receive any Plan payments to which such Participant is entitled as of, or by reason of, his death. Any such designation may be made or changed at any time prior to the Participant's death by written notice filed with the Committee, with such written notice to be in such form and contain such information as the Committee may from time to time determine. In the event that either (a) a Beneficiary designation is not on file at the date of a Participant's death, (b) no Beneficiary survives the Participant, or (c) no Beneficiary is living at the time any payment becomes payable under this Plan, then, for purposes of making any further payment of any unpaid benefits under this Plan, such Participant's Beneficiary or Beneficiaries shall be deemed to be the person or persons entitled to receive the Participant's survivor and death benefits under the Pension Plan. 6.2 Payments During Incapacity. In the event a Participant (or Beneficiary) is under mental or physical incapacity at the time of any payment to be made to such Participant (or Beneficiary) pursuant to this Plan, any such payment may be made to the conservator or other legally appointed personal representative having authority over and responsibility for the person or estate of such Participant (or Beneficiary), as the case may be, and for purposes of such payment references in this Plan to the Participant (or Beneficiary) shall mean and refer to such conservator or other personal representative, whichever is applicable. In the absence of any lawfully appointed conservator or other personal representative of the person or estate of the Participant (or Beneficiary), any such payment may be made to any person or institution that has apparent responsibility for the person and/or estate of the Participant (or Beneficiary) as determined by the Committee. Any payment made in accordance with the provisions of this Section 6.2 to a person or institution other than the Participant (or Beneficiary) shall be deemed for all purposes of this Plan as the equivalent of a payment to such Participant (or Beneficiary), and neither the Sponsor nor any Affiliated Company shall have any further obligation or responsibility with respect to such payment. 6.3 Prohibition Against Assignment. Except as otherwise expressly provided in Section 6.1 and Section 6.2 hereof, the rights, interests and benefits of a Participant under this Plan (a) may not be sold, assigned, transferred, pledged, hypothecated, gifted, bequeathed or otherwise disposed of to any other party by such Participant or any Beneficiary, executor, administrator, heir, distributee or other person claiming under such Participant, and (b) shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of such rights, 9

interests or benefits contrary to the foregoing provisions of this Section 6.3 shall be null and void and without effect. 6.4 Binding Effect. The Provisions of this Plan shall be binding upon the Sponsor, each Affiliated Companies, the Participants and any successor-in-interest to the Sponsor, any Affiliated Company or any Participant. 6.5 No Transfer of Interest. Benefits under this Plan shall be payable solely from the general assets of the Sponsor and no person shall be entitled to look to any source for payment of such benefits other than the general assets of the Sponsor. The Sponsor shall have and possess all title to, and beneficial interest in, any and all funds or reserves maintained or held by the Sponsor on account of any obligation to pay benefits as required under this Plan, whether or not earmarked by the Sponsor as a fund or reserve for such purpose; any such funds, other property or reserves shall be subject to the claims of the creditors of the Sponsor, and the provisions of this Plan are not intended to create, and shall not be interpreted as vesting, in any Participant, Beneficiary or other person, any right to or beneficial interest in any such funds, other property or reserves. Nothing in this Section 6.5 shall be construed or interpreted as prohibiting or restricting the establishment of a grantor trust within the meaning of Code Section 671 which is unfunded for purposes of Section 4(b)(5) of ERISA, from which benefits under this Plan may be payable. 6.6 Amendment or Termination of the Plan. The Board of Directors may amend this Plan from time to time in any respect that it deems appropriate or desirable, and the Board may terminate this Plan at any time; provided, however, that any such Plan amendment or Plan termination shall not, without a Participant's written consent, be given effect with respect to such Participant to the extent such Plan amendment or Plan termination operates to reduce or eliminate, in any material respect, such Participant's accrued Plan benefit. For purposes of the preceding sentence, the determination as to whether any Plan amendment or Plan termination operates to reduce or eliminate, in any material respect, a Participant's accrued Plan benefit shall be made at the time of, and not until, such Participant's Termination. Accordingly, an amendment or termination of the Plan shall be treated as reducing or eliminating a Participant's accrued Plan benefit only if, and to the extent that, (a) the benefit (expressed as a single life annuity payable monthly) to which such Participant is actually entitled under the Pension Plan upon his Termination, is less than (b) such Participant's "accrued benefit" under the Pension Plan as of the effective date of such Plan amendment or Plan termination (expressed as a single life annuity payable monthly), with such "accrued benefit" to be determined (i) as if such Participant incurred a Termination on the effective date of such Plan amendment or Plan termination, and (ii) without regard to the limits imposed by Code Section 415. 6.7 No Right to Employment. This Plan is voluntary on the part of the Sponsor and each Affiliated Company, and the Plan shall not be deemed to constitute an employment contract between the Sponsor or any Affiliated Company and any Participant, nor shall the adoption or existence of the Plan or any 10

provision contained in the Plan be deemed to be a required condition of the employment of any Participant. Nothing contained in this Plan shall be deemed to give any Participant the right to continued employment with the Sponsor or any Affiliated Company, and the Sponsor and each Affiliated Company may terminate any Participant who is in its employ at any time, in which case the Participant's rights arising under this Plan shall be only those expressly provided under the terms of this Plan. 6.8 Notices. All notices, requests, or other communications (hereinafter collectively referred to as "Notices") required or permitted to be given hereunder or which are given with respect to this Plan shall be in writing and may be personally delivered, or may be deposited in the United States mail, postage prepaid and addressed as follows:
To the Sponsor or the Committee at: Allergan, Inc. Attention: Supplemental Retirement Income Plan Committee 2525 Dupont Drive Irvine, CA 92715-1599 The Participant's residential mailing address as reflected in the Company's employment records

To Participant at:

A Notice which is delivered personally shall be deemed given as of the date of personal delivery, and a Notice mailed as provided herein shall be deemed given on the second business day following the date so mailed. Any Participant may change his address for purposes of Notices hereunder pursuant to a Notice to the Committee, given as provided herein, advising the Committee of such change. The Sponsor, the Committee and/or any Affiliated Company may at any time change its address for purposes of Notices hereunder pursuant to a Notice to all affected Participants, given as provided herein, advising the affected Participants of such change. 6.9 Governing Law. This Plan shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California. 6.10 Titles and Headings; Gender of Terms. Article and Section headings herein are for reference purposes only and shall not be deemed to be part of the substance of this Plan or in any way to enlarge or limit the meaning or interpretation of any provision in this Plan. Use in this Plan of the masculine, feminine or neuter gender shall be deemed to include each of the omitted genders if the context so requires. 11

6.11 Severability. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable by a court or other tribunal of competent jurisdiction, such invalidity or unenforceability shall not be construed as rendering any other provision contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein. 6.12 Tax Effect of Plan. Neither the Sponsor nor any Affiliated Company warrants any tax benefit nor any financial benefit under the Plan. Without limiting the foregoing, the Sponsor, all Affiliated Companies and their directors, officers, employees and agents shall be held harmless by the Participant from, and shall not be subject to any liability on account of, any Federal or State tax consequences or any consequences under ERISA of any determination as to the amount of Plan benefits to be paid, the method by which Plan benefits are paid, the persons to whom Plan benefits are paid, or the commencement or termination of the payment of Plan benefits. IN WITNESS WHEREOF, the Sponsor hereby executes this instrument, evidencing the terms of the Allergan, Inc. Supplemental Retirement Income Plan as restated this 23rd day of April, 1996. ALLERGAN, INC., a Delaware corporation
By: /s/ Francis R. Tunney, Jr. -----------------------------

Its: Secretary -----------------------------

12

EXHIBIT 10.6 ALLERGAN, INC. SUPPLEMENTAL EXECUTIVE BENEFIT PLAN Restated 1996

RESTATED ALLERGAN, INC. SUPPLEMENTAL EXECUTIVE BENEFIT PLAN ARTICLE I INTRODUCTION 1.1 Purpose. This Allergan, Inc. Supplemental Executive Benefit Plan (the "Plan") is hereby established by the board of directors (hereinafter referred to as the "Board of Directors" or the "Board") of Allergan, Inc., a Delaware corporation (the "Sponsor"), to provide certain supplemental retirement benefits to selected officers of the Sponsor as more fully provided herein. The benefits provided under this Plan are intended to replace and be generally comparable to certain benefits (related to the Management Bonus Plan and the limitation contained in Code Section 401(a)(17)) that are provided under that certain Supplemental Benefit Plan maintained by SmithKline Beckman Corporation, a Pennsylvania corporation ("SKB"), as such Supplemental Benefit Plan (the "SKB Plan") is in effect immediately prior to the Effective Date hereof. 1.2 Effective Date and Term. This plan is adopted effective as of July 27, 1989 (the "Effective Date"), and shall continue in effect until terminated by the Board of Directors. 1.3 Participation. Participation in this Plan is open only to those officers of the Sponsor who are appointed directly by the Board of Directors (any such officer shall be referred to herein as a "Designated Officer"). Each employee of the Sponsor who is, as of the Effective Date hereof, a Designated Officer shall automatically commence participation in this Plan as of such Effective Date. Any employee of the Sponsor who becomes, subsequent to the Effective Date hereof, a Designated Officer shall automatically commence participation in this Plan as of the date such employee becomes a Designated Officer. 1.4 Applicability of ERISA. This Plan is intended to be a "top-hat" plan -- that is, an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of ERISA.

ARTICLE II DEFINITIONS 2.1 Board; Board of Directors. "Board" and "Board of Directors" each mean the board of directors of the Sponsor. 2.2 Code. "Code" means the Internal Revenue Code of 1986, as amended. 2.3 Committee. "Committee" means the committee authorized to administer this Plan as set forth in Section 3.1 hereof. 2.4 Effective Date. "Effective Date" means July 27, 1989. 2.5 ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.6 Former Designated Officer. "Former Designated Officer" means any employee of the Sponsor who (a) commenced participation in this Plan by reason of his holding or attaining the status of Designated Officer as provided in Section 1.3 hereof, and (b) does not hold the status of Designated Officer at the time of his Termination. 2.7 Participant. "Participant" means any Designated Officer who commences participation in this Plan as provided under Section 1.3 hereof. 2.8 Pension Plan. "Pension Plan" means the Allergan, Inc. Pension Plan as it may be amended from time to time. 2.9 Plan. "Plan" means this Allergan, Inc. Supplemental Executive Benefit Plan adopted as of the Effective Date hereof and as it may be amended from time to time. 2.10 Sponsor. "Sponsor" means Allergan, Inc., a Delaware corporation. 2.11 Termination. "Termination" means the termination of a Participant's employment with the Sponsor for any reason whatsoever, whether voluntary or involuntary. 2.12 Termination Date. "Termination Date" means, with respect to any Participant, the effective date of such Participant's Termination. 2

ARTICLE III ADMINISTRATION OF THE PLAN 3.1 Administration By Committee. This Plan shall be administered by the same committee (the "Committee") which is appointed to administer the Pension Plan. A member of the Committee may be a Participant in this Plan, provided, however, that any action to be taken by the Committee solely with respect to the particular interest in this Plan of a Committee member who is also a Participant in this Plan shall be taken by the remaining members of the Committee. 3.2 Committee Authority; Rules and Regulations. The Committee shall have discretionary authority to (a) make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan, (b) decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan, and (c) take or approve all such other actions relating to the Plan (other than amending or terminating the Plan or making a final determination concerning an application for Plan benefits as set forth in Section 3.6 hereof) as may be taken or approved by the Board; provided, however, that the Board may, by written notice to the Committee, withdraw all or any part of the Committee's authority at any time, in which case such withdrawn authority shall immediately revest in the Board. Subject to Section 3.6 hereof, the decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. 3.3 Appointment of Agents. In the administration of this Plan, the Board and/or the Committee may from time to time employ agents (which may include officers and/or employees of the Sponsor) and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may be counsel to the Sponsor. 3.4 Application For Benefits. The Committee may require any person claiming benefits under the Plan to submit an application therefor, together with such documents and information as the Committee may require. In the case of any person suffering from a disability which prevents such person from making personal application for benefits, the Committee may, in its discretion, permit application to be made by another person acting on his behalf. Notwithstanding the foregoing, if the Committee shall have all information necessary to determine the amount and form of Plan benefits payable to a Participant or Beneficiary who is entitled to benefit payments under this Plan (including, to the extent applicable and without limiting the generality of the foregoing, the name, age, sex and proper mailing address of all parties entitled to benefit payments), then the failure of a Participant or Beneficiary to file an application for benefits shall not cause the Committee to defer the commencement of benefit payments beyond the benefit commencement date required under this Plan. 3

3.5 Action on Application. Within 60 days following receipt of an application and all necessary documents and information, the Committee shall furnish the claimant with written notice of the decision rendered with respect to such application. Should special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the claimant prior to the expiration of the initial 60 day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 90 days from the end of the initial 60 day period. In the case of a denial of the claimant's application, the written notice thereof shall set forth specific reasons for the denial, with references to the Plan provisions upon which the denial is based, a description of any additional information or material necessary to perfect the application (together with an explanation why such material or information is necessary), and an explanation of the Plan's claim review procedure. 3.6 Appeal of Committee Decision. (a) A claimant who does not agree with the decision rendered by the Committee with respect to his application may appeal such decision to the Board. The appeal must be in writing and must be filed with the Board within 65 days after the date of notice of the Committee's decision with respect to the application, or, if the application has neither been approved nor denied within the applicable period provided in Section 3.5 hereof, then the appeal must be filed within 65 days after the expiration of such applicable period. (b) The claimant may request that his application be given full and fair review by the Board. The claimant may review all pertinent documents and submit issues and comments to the Board in writing in connection with the appeal. The decision of the Board shall be made promptly, and not later than 60 days after the Board's receipt of a request for review and all supporting documentation and information to be submitted by the claimant, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review and such supporting documentation and information. The Board's decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific reference to the pertinent Plan provisions upon which the decision is based. 4

ARTICLE IV BENEFITS 4.1 Determination of Benefits. (a) Except as provided in Section 4.2 or Article V hereof, the supplemental retirement benefit payable to any Participant under this Plan shall be determined as of such Participant's Termination Date and shall be an amount equal to the excess (if any) of (i) the retirement benefit to which such Participant would be entitled under the Pension Plan if his retirement benefit under the Pension Plan were determined (A) without regard to the limits imposed by Code Sections 401(a)(17) and/or 415, and (B) by taking into account the amount of any compensation deferred by such Participant prior to the Effective Date hereof under SKB's Management Bonus Plan as if such compensation had been paid in the year awarded; over (ii) the retirement benefit to which such Participant would be entitled under the Pension Plan if his benefit under the Pension Plan were determined without regard to the limits imposed by Code Section 415. (b) Notwithstanding the provisions of subsection (a) above or Section 4.2 hereof, in the case of any Participant in this Plan (including any Former Designated Officer) who is not also a participant in the Allergan, Inc. Supplemental Retirement Income Plan (a "Specified Participant"), in no event shall the supplemental retirement benefit payable under this Plan to such Specified Participant be less than such Specified Participant's accrued benefit (if any) under the SKB Plan as of July 26, 1989. 4.2 Loss of Designated Officer Status. In the case of any Former Designated Officer, such Former Designated Officer's supplemental retirement benefit under this Plan shall be determined under Section 4.1 hereof, provided, however, that for purposes of applying subsection (a) thereof, the limits imposed by Code Section 401(a)(17) shall be disregarded only with respect to those periods during which such Former Designated Officer held the status of Designated Officer and only if, and to the extent that, such periods are required to be used under the Pension Plan benefit formula in order to calculate such Former Designated Officer's actual benefit under the Pension Plan. 5

4.3 Form and Payment of Benefits. Except as provided in Article V hereof, a Participant's benefit under this Plan as determined pursuant to this Article IV shall be paid to such Participant in the same form and at the same time, and calculated under the same actuarial assumptions, as the Participant's benefits under the Pension Plan. For example, if a Participant were entitled to monthly benefit payments under the Pension Plan, the Participant's benefit under this Plan would also be paid on a monthly basis at the same time as the monthly benefit payments under the Pension Plan, and the amount of each monthly benefit payment under this Plan would be the amount (if any) by which the monthly benefit payment determined under clause (i) of Section 4.1(a) hereof (as modified by Section 4.2 hereof if applicable) exceeds the monthly benefit payment determined under clause (ii) of Section 4.1(a) hereof (as modified by Section 4.2 hereof if applicable), subject to the provisions of Section 4.1(b) hereof. 6

ARTICLE V CHANGE IN CONTROL 5.1 Effect of a Change in Control. Notwithstanding the provisions of Article IV hereof, in the event that a Change In Control (as defined in Section 5.4 hereof) occurs on or after the Effective Date hereof, each Participant shall receive a "Lump Sum Benefit" in lieu of any benefits under the Plan to which such Participant is or would otherwise become entitled and which have not already been paid as of the date such Change In Control occurs (the "Change In Control Date"), with such Lump Sum Benefit to be paid as provided in Section 5.2 hereof in the amount calculated as provided in Section 5.3 hereof. 5.2 Payment of Lump Sum Benefit. The Lump Sum Benefit payable to any Participant under Section 5.1 hereof shall be paid to such Participant within 30 days following such Participant's Determination Date. As used herein, a Participant's "Determination Date" shall be the later of the Change In Control Date or such Participant's Termination Date. 5.3 Amount of Lump Sum Benefit. The amount of the Lump Sum Benefit payable to any Participant pursuant to Section 5.1 hereof shall be the amount equal to the lump sum actuarial equivalent, determined as of such Participant's Determination Date, of the unpaid Plan benefits to which such Participant is entitled under Article IV hereof, provided, however, that in determining the lump sum actuarial equivalent of such Participant's unpaid Plan benefits, the following special rules shall apply: (a) The interest/discount rate assumed shall be 3.6 percent (3.6%); (b) The mortality table used shall be the same as the mortality table used for purposes of determining the Sponsor's minimum funding obligation under ERISA with respect to the Pension Plan for the plan year preceding the plan year in which the Participant's Determination Date falls; and (c) For purposes of determining what benefits the Participant is entitled to receive under Article IV hereof, it shall be assumed that the Participant would commence receiving benefit payments under the Pension Plan and under Article IV of this Plan as of the earlier of (i) the date such Participant actually commenced receiving Pension Plan benefits, or (ii) the date which is the later of (A) such Participant's Termination Date or (B) the earliest date such Participant would be eligible to commence receiving Pension Plan benefits. 7

5.4. Change in Control. As used in this Plan, "Change in Control" shall mean the following and shall be deemed to occur if any of the following events occur: (a) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; (b) Individuals who, as of the Effective Date hereof, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the Effective Date hereof whose election, or nomination for election by the Sponsor's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Sponsor, as such terms are used Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board of the Sponsor; (c) The stockholders of the Sponsor approve a merger or consolidation with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Sponsor outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of the Sponsor or such other entity outstanding immediately after such merger or consolidation, and (ii) a merger or consolidation effected to implement a recapitalization of the Sponsor (or similar transaction) in which no person acquires 50% or more of the combined voting power of the Sponsor's then outstanding voting securities; or (d) The stockholders of the Sponsor approve a plan of complete liquidation of the Sponsor or an agreement for the sale or other disposition by the Sponsor of all or substantially all of the Sponsor's assets. Notwithstanding the preceding provisions of this Section 5.4, a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Section 5.4 is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of 8

the Sponsor's then outstanding voting securities solely in connection with a public offering of the Sponsor's securities, or (2) if the "person" described in the preceding provisions of this Section 5.4 is an employee stock ownership plan or other employee benefit plan maintained by the Sponsor (or any of its affiliated companies) that is qualified under the provisions of ERISA. 9

ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Designation of Beneficiary. A Participant shall be entitled to designate one or more individuals or entities, in any combination, as his "Beneficiary" or "Beneficiaries" to receive any Plan payments to which such Participant is entitled as of, or by reason of, his death. Any such designation may be made or changed at any time prior to the Participant's death by written notice filed with the Committee, with such written notice to be in such form and contain such information as the Committee may from time to time determine. In the event that either (a) a Beneficiary designation is not on file at the date of a Participant's death, (b) no Beneficiary survives the Participant, or (c) no Beneficiary is living at the time any payment becomes payable under this Plan, then, for purposes of making any further payment of any unpaid benefits under this Plan, such Participant's Beneficiary or Beneficiaries shall be deemed to be the person or persons entitled to receive the Participant's survivor and death benefits under the Pension Plan. 6.2 Payments During Incapacity. In the event a Participant (or Beneficiary) is under mental or physical incapacity at the time of any payment to be made to such Participant (or Beneficiary) pursuant to this Plan, any such payment may be made to the conservator or other legally appointed personal representative having authority over and responsibility for the person or estate of such Participant (or Beneficiary), as the case may be, and for purposes of such payment references in this Plan to the Participant (or Beneficiary) shall mean and refer to such conservator or other personal representative, whichever is applicable. In the absence of any lawfully appointed conservator or other personal representative of the person or estate of the Participant (or Beneficiary), any such payment may be made to any person or institution that has apparent responsibility for the person and/or estate of the Participant (or Beneficiary) as determined by the Committee. Any payment made in accordance with the provisions of this Section 6.2 to a person or institution other than the Participant (or Beneficiary) shall be deemed for all purposes of this Plan as the equivalent of a payment to such Participant (or Beneficiary), and the Sponsor shall have no further obligation or responsibility with respect to such payment. 6.3 Prohibition Against Assignment. Except as otherwise expressly provided in Section 6.1 and Section 6.2 hereof, the rights, interests and benefits of a Participant under this Plan (a) may not be sold, assigned, transferred, pledged, hypothecated, gifted, bequeathed or otherwise disposed of to any other party by such Participant or any Beneficiary, executor, administrator, heir, distributee or other person claiming under such Participant, and (b) shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of such rights, 10

interests or benefits contrary to the foregoing provisions of this Section 6.3 shall be null and void and without effect. 6.4 Binding Effect. The Provisions of this Plan shall be binding upon the Sponsor, the Participants and any successor-in- interest to the Sponsor or to any Participant. 6.5 No Transfer of Interest. Benefits under this Plan shall be payable solely from the general assets of the Sponsor and no person shall be entitled to look to any source for payment of such benefits other than the general assets of the Sponsor. The Sponsor shall have and possess all title to, and beneficial interest in, any and all funds or reserves maintained or held by the Sponsor on account of any obligation to pay benefits as required under this Plan, whether or not earmarked by the Sponsor as a fund or reserve for such purpose; any such funds, other property or reserves shall be subject to the claims of the creditors of the Sponsor, and the provisions of this Plan are not intended to create, and shall not be interpreted as vesting, in any Participant, Beneficiary or other person, any right to or beneficial interest in any such funds, other property or reserves. Nothing in this Section 6.5 shall be construed or interpreted as prohibiting or restricting the establishment of a grantor trust within the meaning of Code Section 671 which is unfunded for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, from which benefits under this Plan may be payable. 6.6 Amendment or Termination of the Plan. The Board of Directors may amend this Plan from time to time in any respect that it deems appropriate or desirable, and the Board may terminate this Plan at any time; provided, however, that any such Plan amendment or Plan termination shall not, without a Participant's written consent, be given effect with respect to such Participant to the extent such Plan amendment or Plan termination operates to reduce or eliminate, in any material respect, such Participant's accrued Plan benefit determined as set forth hereinbelow. For purposes of the preceding sentence, the determination as to whether any Plan amendment or Plan termination operates to reduce or eliminate, in any material respect, a Participant's accrued Plan benefit shall be made at the time of, and not until, such Participant's Termination. Accordingly, an amendment or termination of the Plan shall be treated as reducing or eliminating a Participant's accrued Plan benefit only if, and to the extent that, (a) the retirement benefit (expressed as a single life annuity payable monthly) to which such Participant would be entitled under the Pension Plan at the time of his actual Termination if such retirement benefit were determined without regard to the limits imposed by Code Section 415, is less than (b) the retirement benefit (expressed as a single life annuity payable monthly) to which such Participant would be entitled under the Pension Plan at the time of his actual Termination if such retirement benefit were determined (i) by disregarding, for periods prior to such Plan amendment or Plan termination, the limits imposed by Code Section 401(a)(17) (but only to the extent such periods are otherwise required to be used under the Pension Plan benefit formula in order to calculate such Participant's actual benefits under the Pension Plan), (ii) by taking into account, as if paid in the year awarded, the amount of any compensation deferred by such Participant prior to the Effective Date hereof under 11

SKB's Management Bonus Plan, and (iii) by disregarding for all periods the limits imposed by Code Section 415. 6.7 No Right to Employment. This Plan is voluntary on the part of the Sponsor, and the Plan shall not be deemed to constitute an employment contract between the Sponsor and any Participant, nor shall the adoption or existence of the Plan or any provision contained in the Plan be deemed to be a required condition of the employment of any Participant. Nothing contained in this Plan shall be deemed to give any Participant the right to continued employment with the Sponsor, and the Sponsor may terminate any Participant at any time, in which case the Participant's rights arising under this Plan shall be only those expressly provided under the terms of this Plan. 6.8 Notices. All notices, requests, or other communications (hereinafter collectively referred to as "Notices") required or permitted to be given hereunder or which are given with respect to this Plan shall be in writing and may be personally delivered, or may be deposited in the United States mail, postage prepaid and addressed as follows:
To the Sponsor or the Committee at: Allergan, Inc. Attention: Supplemental Executive Benefit Plan Committee 2525 Dupont Drive Irvine, CA 92715-1599 The Participant's residential mailing address as reflected in the Sponsor's employment records

To Participant at:

A Notice which is delivered personally shall be deemed given as of the date of personal delivery, and a Notice mailed as provided herein shall be deemed given on the second business day following the date so mailed. Any Participant may change his address for purposes of Notices hereunder pursuant to a Notice to the Committee, given as provided herein, advising the Committee of such change. The Sponsor and/or the Committee may at any time change its address for purposes of Notices hereunder pursuant to a Notice to all Participants, given as provided herein, advising the Participants of such change. 6.9 Governing Law. This Plan shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California. 6.10 Titles and Headings; Gender of Terms. Article and Section headings herein are for reference purposes only and shall not be deemed to be part of the substance of this Plan or in any way to enlarge or limit the meaning or interpretation of any provision in this Plan. Use in this Plan of the 12

masculine, feminine or neuter gender shall be deemed to include each of the omitted genders if the context so requires. 6.11 Severability. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable by a court or other tribunal of competent jurisdiction, such invalidity or unenforceability shall not be construed as rendering any other provision contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein. 6.12 Tax Effect of Plan. The Sponsor does not warrant any tax benefit nor any financial benefit under the Plan. Without limiting the foregoing, the Sponsor and its directors, officers, employees and agents shall be held harmless by the Participant from, and shall not be subject to any liability on account of, any Federal or State tax consequences or any consequences under ERISA of any determination as to the amount of Plan benefits to be paid, the method by which Plan benefits are paid, the persons to whom Plan benefits are paid, or the commencement or termination of the payment of Plan benefits. IN WITNESS WHEREOF, the Sponsor hereby executes this instrument, evidencing the terms of the Allergan, Inc. Supplemental Retirement Income Plan as restated this 23rd day of April, 1996. ALLERGAN, INC., a Delaware corporation
By: /s/ Francis R. Tunney, Jr. ------------------------------

Its: Secretary ------------------------------

13

EXHIBIT 10.7 CONFORMED COPY $250,000,000 CREDIT AGREEMENT dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., as Borrower and Guarantor The Eligible Subsidiaries Referred to Herein, as Borrowers The Banks Party Hereto Morgan Guaranty Trust Company of New York, as Agent and Bank of America National Trust and Savings Association, as Co-Agent

TABLE OF CONTENTS*
Page ---ARTICLE I DEFINITIONS SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 1.04. Definitions................................................ Accounting Terms and Determinations............................................. Types of Borrowings........................................ Basis for Ratings.......................................... ARTICLE II THE CREDITS SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. 2.09. Commitments to Lend........................................ Notice of Committed Borrowings............................. Money Market Borrowings.................................... Notice to Banks; Funding of Loans.......................... Notes...................................................... Maturity of Loans.......................................... Interest Rates............................................. Facility Fees.............................................. Method of Electing Types of Interest Rates and Interest Periods for Dollar-Denominated Loans............................... Method of Electing Interest Periods for Alternative Currency Loans; Required Prepayments....................................... Termination or Reduction of Commitments................................................ Optional Prepayments....................................... General Provisions as to Payments.......................... Funding Losses............................................. Computation of Interest and Fees........................... Judgment Currency.......................................... ARTICLE III CONDITIONS SECTION 3.01. SECTION 3.02. Effectiveness.............................................. Borrowings................................................. 36 36 17 17 18 22 23 24 24 28 1 16 16 17

29

SECTION 2.10.

31 32 32 33 34 35 35

SECTION 2.11. SECTION SECTION SECTION SECTION SECTION 2.12. 2.13. 2.14. 2.15. 2.16.

* The Table of Contents is not a part of this Agreement. i

Page ---SECTION 3.03. First Borrowing by Each Eligible Subsidiary................................................. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. SECTION 4.02. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 4.03. 4.04. 4.05. 4.06. 4.07. 4.08. 4.09. 4.10. 4.11. 4.12. 4.13. Corporate Existence and Power.............................. Corporate and Governmental Authorization; No Contravention............................ Binding Effect............................................. Financial Information...................................... Litigation................................................. Compliance with ERISA...................................... Environmental Matters...................................... Taxes...................................................... Not an Investment Company.................................. Full Disclosure............................................ Subsidiaries............................................... Good Title to Properties................................... Trademarks, Patents, etc................................... ARTICLE V COVENANTS SECTION SECTION SECTION SECTION 5.01. 5.02. 5.03. 5.04. Information................................................ Payment of Obligations..................................... Maintenance of Property; Insurance......................... Conduct of Business and Maintenance of Existence............................................... Compliance with Laws....................................... Inspection of Property, Books and Records.................................................... Subsidiary Debt............................................ Debt to Capitalization..................................... Minimum Consolidated Net Worth............................. Negative Pledge............................................ Consolidations, Mergers and Sales of Assets.................................................. Use of Proceeds............................................ Transactions with Affiliates............................... ARTICLE VI DEFAULTS SECTION 6.01. SECTION 6.02. Events of Default.......................................... Notice of Default.......................................... 48 51 41 44 44 45 45 45 46 46 46 46 48 48 48 38 38 38 38 39 39 39 40 40 40 41 41 41 37

SECTION 5.05. SECTION 5.06. SECTION SECTION SECTION SECTION SECTION 5.07. 5.08. 5.09. 5.10. 5.11.

SECTION 5.12. SECTION 5.13.

ii

Page ---ARTICLE VII THE AGENT

SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION

7.01. 7.02. 7.03. 7.04. 7.05. 7.06. 7.07. 7.08. 7.09. 7.10.

Appointment and Authorization.............................. Agent and Affiliates....................................... Action by Agent............................................ Consultation with Experts.................................. Liability of Agent......................................... Indemnification............................................ Credit Decision............................................ Successor Agent............................................ Agent's Fee................................................ Co-Agent................................................... ARTICLE VIII CHANGE IN CIRCUMSTANCES

51 51 52 52 52 52 53 53 53 53

SECTION 8.01. SECTION SECTION SECTION SECTION 8.02. 8.03. 8.04. 8.05.

SECTION 8.06.

Basis for Determining Interest Rate Inadequate or Unfair....................................... Illegality................................................. Increased Cost and Reduced Return.......................... Taxes...................................................... Base Rate Loans Substituted for Affected Fixed Rate Loans.................................. Substitution of Bank....................................... ARTICLE IX REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

54 54 55 57 61 62

SECTION 9.01. SECTION 9.02. SECTION 9.03. SECTION 9.04.

Corporate Existence and Power.............................. Corporate and Governmental Authorization; No Contravention............................ Binding Effect............................................. Taxes...................................................... ARTICLE X GUARANTY

62 63 63 63

SECTION 10.01. SECTION 10.02. SECTION 10.03.

SECTION 10.04. SECTION 10.05. SECTION 10.06.

The Guaranty.............................................. Guaranty Unconditional.................................... Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances............................................. Waiver by the Company..................................... Subrogation............................................... Stay of Acceleration......................................

63 64

65 65 65 65

iii

Page ---ARTICLE XI MISCELLANEOUS SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 11.01. 11.02. 11.03. 11.04. 11.05. 11.06. 11.07. 11.08. Notices................................................... No Waivers................................................ Expenses; Indemnification................................. Sharing of Set-Offs....................................... Amendments and Waivers.................................... Successors and Assigns.................................... Collateral................................................ Governing Law; Submission to Jurisdiction.............................................. Counterparts; Integration................................. WAIVER OF JURY TRIAL...................................... 66 66 67 67 68 68 70 70 71 71

SECTION 11.09. SECTION 11.10.

iv

Page ---Commitment Schedule Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B C D E F G H I J Note Money Market Quote Request Invitation for Money Market Quotes Money Market Quote Opinion of General Counsel for the Company Opinion of Special Counsel to the Agent Form of Election to Participate Form of Election to Terminate Assignment and Assumption Agreement Intellectual Property

v

CREDIT AGREEMENT AGREEMENT dated as of May 10, 1996 among ALLERGAN, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the BANKS party hereto, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent. WHEREAS the parties hereto are parties to a Credit Agreement dated as of December 22, 1993, as heretofore amended, and wish, upon satisfaction of the conditions set forth in Section 3.01 hereof, to amend and restate such Credit Agreement as set forth herein (such amendment and restatement being called this "Amendment"; and such Credit Agreement, as in effect from time to time prior to the Effective Date, as amended and restated by this Amendment as of the Effective Date and as it may be further amended from time to time thereafter being called the "Agreement"); NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings: "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03. "Adjusted CD Rate" has the meaning set forth in Section 2.07(b). "Adjusted Consolidated Net Worth" means at any date Consolidated Net Worth less (to the extent reflected in the determination thereof) all investments in unconsolidated Subsidiaries and all equity investments in Persons which are not Subsidiaries. "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.07(c). "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Agent, duly completed by such Bank and submitted to the Agent (with a copy to the Company).

"Affiliate" means (i) any Person (other than the Company and its Subsidiaries) directly or indirectly controlling, controlled by, or under common control with the Company or (ii) any Person (other than the Company and its Subsidiaries) that owns or controls 20% or more of any class of equity securities of the Company or any of its Subsidiaries or Affiliates. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by," and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. "Agent" means Morgan Guaranty Trust Company of New York in its capacity as agent for the Banks hereunder, and its successors in such capacity. "Agreement" has the meaning set forth in the WHEREAS clause hereof. "Alternative Currencies" means Canadian dollars, French francs, Japanese yen, British pounds sterling, Italian lira, German deutsche marks and Irish pounds, provided that any other currency (except Dollars) shall also be an Alternative Currency if (i) the Company requests, by notice to the Agent, that such currency be included as an additional Alternative Currency for purposes of this Agreement, (ii) such currency is freely transferable and freely convertible into Dollars, (iii) deposits in such currency are customarily offered to banks in the London interbank market and (iv) each Bank either (x) approves the inclusion of such currency as an additional Alternative Currency for purposes hereof or (y) fails to notify the Agent that it objects to such inclusion within five Domestic Business Days after the Agent notifies it of the Company's request for such inclusion. "Alternative Currency Loan" means a Committed Loan that is made in an Alternative Currency in accordance with the applicable Notice of Committed Borrowing. "Amendment" has the meaning set forth in the WHEREAS clause hereof. "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its Euro- Currency Loans, its Euro-Currency Lending Office and (iii) 2

in the case of its Money Market Loans, its Money Market Lending Office. "Assessment Rate" has the meaning set forth in Section 2.07(b). "Assignee" has the meaning set forth in Section 11.06(c). "Bank" means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 11.06(c), and their respective successors, provided that for purposes of any determination made with respect to Citicorp USA, Inc. under Section 8.01(b), 8.02 or 8.03, the term "Bank" shall be deemed to include Citibank, N.A. "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day. "Base Rate Loan" means (i) a Committed Loan that is outstanding as a Base Rate Loan in accordance with the applicable Notice of Committed Borrowing or an applicable Notice of Interest Rate Election or pursuant to Article VIII or the last sentence of Section 2.09(a) or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue. "Borrower" means the Company or any Eligible Subsidiary, as the context may require, and their respective successors, and "Borrowers" means all of the foregoing. "Borrowing" has the meaning set forth in Section 1.03. "CD Base Rate" has the meaning set forth in Section 2.07(b). "CD Loan" means (i) a Committed Loan that is outstanding as a CD Loan in accordance with the applicable Notice of Committed Borrowing or an applicable Notice of Interest Rate Election or (ii) an overdue amount which was a CD Loan immediately before it became overdue. "CD Margin" has the meaning set forth in Section 2.07(b). "CD Reference Banks" means Bank of America National Trust and Savings Association, Citibank, N.A. and Morgan Guaranty Trust Company of New York. 3

"Co-Agent" means Bank of America National Trust and Savings Association, in its capacity as the Co-Agent hereunder. "Commitment" means (i) with respect to any Bank listed on the Commitment Schedule attached hereto, the amount set forth opposite its name on such Commitment Schedule as its Commitment or (ii) with respect to any Assignee, the amount of the transferor Bank's Commitment assigned to such Assignee pursuant to Section 11.06 (c), in each case as such amount may be reduced from time to time pursuant to Section 2.11 or changed as a result of an assignment pursuant to Section 11.06(c). "Committed Loan" means a loan made by a Bank pursuant to Section 2.01; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be. "Company" means Allergan, Inc., a Delaware corporation, and its successors. "Consolidated Debt" means at any date the Debt of the Company and its Consolidated Subsidiaries, determined on a consolidated basis as of such date. "Consolidated Net Income" means consolidated net income of the Company and its Consolidated Subsidiaries. "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Company and its Consolidated Subsidiaries determined as of such date less (to the extent reflected in determining such consolidated stockholders' equity) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of assets of a going concern business made within twelve months after the acquisition of such business) subsequent to December 31, 1995 in the book value of any asset owned by the Company or a Consolidated Subsidiary. "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date. 4

"Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (vi) all Debt of others Guaranteed by such Person. "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "Dollar Amount" means: (i) with respect to any Dollar-Denominated Loan at any time, the principal amount thereof then outstanding; and (ii) with respect to any Alternative Currency Loan at any time during any Interest Period applicable thereto, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars at the Agent's spot buying rate for Dollars against such Alternative Currency as of approximately 11:00 A.M. (London time) three Euro-Currency Business Days before the first day of such Interest Period. If an Alternative Currency Loan is not paid when due, the Dollar Amount thereof shall be recalculated as contemplated by clause (ii) above on the due date thereof and at three-month intervals thereafter until such Loan is paid in full. "Dollar-Denominated Loan" means a Loan that is made in Dollars in accordance with the applicable Notice of Borrowing. "Dollars" and the sign "$" mean lawful money of the United States. "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close. 5

"Domestic Lending Office" means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Company and the Agent; provided that any Bank may so designate separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the other hand, in which case all references herein to the Domestic Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Domestic Loans" means CD Loans or Base Rate Loans or both. "Domestic Reserve Percentage" has the meaning set forth in Section 2.07(b). "Effective Date" means the date on which the Agent shall have received all the payments and documents specified in or pursuant to Section 3.01. "Election to Participate" means an Election to Participate substantially in the form of Exhibit G hereto. "Election to Terminate" means an Election to Terminate substantially in the form of Exhibit H hereto. "Eligible Subsidiary" means any wholly owned Consolidated Subsidiary as to which an Election to Participate shall have been delivered to the Agent and as to which an Election to Terminate shall not have been delivered to the Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an Eligible Subsidiary theretofore incurred. The Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without 6

limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. "Euro-Currency Business Day" means a Euro-Dollar Business Day, unless such term is used in connection with an Alternative Currency Borrowing or Alternative Currency Loan for which funds are to be paid or made available in such Alternative Currency on such day, in which case such day shall not be a Euro-Currency Business Day unless commercial banks are open for domestic and international business (including dealings in deposits in such Alternative Currency) in both London and the place where such funds are to be paid or made available. "Euro-Currency Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Currency Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its EuroCurrency Lending Office by notice to the Company and the Agent. "Euro-Currency Loan" means a Euro-Dollar Loan or an Alternative Currency Loan. "Euro-Currency Margin" has the meaning set forth in Section 2.07(c). "Euro-Currency Reference Banks" means the principal London offices of Bank of America National Trust and Savings Association, Citibank, N.A. and Morgan Guaranty Trust Company of New York. "Euro-Currency Reserve Percentage" has the meaning set forth in Section 2.07(c). 7

"Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. "Euro-Dollar Loan" means (i) a Committed Loan that is outstanding as a Euro-Dollar Loan in accordance with the applicable Notice of Committed Borrowing or an applicable Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue. "Event of Default" has the meaning set forth in Section 6.01. "Facility Fee Rate" has the meaning set forth in Section 2.08(a). "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Agent. "Fixed Rate Loans" means CD Loans or Euro-Currency Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or any combination of the foregoing. "Group of Loans" means at any time a group of Loans consisting of (i) all Committed Loans to the same Borrower which are Base Rate Loans at such time, (ii) all Euro-Currency Loans to the same Borrower which are in the same currency and have the same Interest Period at such time or (iii) all CD Loans to the same Borrower which have the same Interest Period at such time; provided that, if a Committed Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Section 8.02 or 8.04, such Loan shall be included in the same Group or Groups of 8

Loans from time to time as it would have been in if it had not been so converted or made. "Governmental Authority" means any federal, state, local, foreign or other governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantor" means the Company in its capacity as guarantor of the obligations of the Eligible Subsidiaries pursuant to the provisions of Article X. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Indemnitee" has the meaning set forth in Section 11.03(b). "Interest Period" means: (1) with respect to each Euro-Currency Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter, as the Company may elect in the applicable notice; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (c) below) which 9

would otherwise end on a day which is not a Euro-Currency Business Day for the relevant currency shall be extended to the next succeeding Euro-Currency Business Day for such currency unless such Euro-Currency Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Currency Business Day for such currency; (b) any Interest Period which begins on the last Euro-Currency Business Day for the relevant currency in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Currency Business Day for the relevant currency in a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (2) with respect to each CD Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending 30, 60, 90 or 180 days thereafter, as the Company may elect in the applicable notice; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (3) with respect to each Money Market LIBOR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending a minimum of one month thereafter, as the Company may elect in accordance with Section 2.03; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (c) below) which would otherwise end on a day which is not a Euro-Dollar 10

Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending such number of days thereafter (but not less than 15 days) as the Company may elect in accordance with Section 2.03; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Irish Affiliate Cash" means an amount equal to 70% of the cash and cash equivalents denominated in Dollars or in any currency which is readily exchangeable into Dollars and which is not, at such time, subject to any form of exchange control regulation, and which are payable by their terms at an address within the United States and by a United States resident or other person having an address within the United States, such amount of cash and cash equivalents not to exceed $150,000,000 and such cash and cash equivalents to be owned by Allergan Pharmaceuticals (Ireland) Ltd., a subsidiary of Allergan Holdings, Inc., a Delaware corporation. 11

"Level I Pricing" applies at any date if, at such date, the Company's outstanding senior unsecured long-term debt securities are rated AA- or higher by S&P and Aa3 or higher by Moody's. "Level II Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated A or higher by S&P and A2 or higher by Moody's and (ii) Level I Pricing does not apply. "Level III Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB+ or higher by S&P and Baa1 or higher by Moody's and (ii) neither Level I Pricing nor Level II Pricing applies. "Level IV Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB or higher by S&P and Baa2 or higher by Moody's and (ii) none of Level I Pricing, Level II Pricing or Level III Pricing applies. "Level V Pricing" applies at any date if, at such date, no other Pricing Level applies. "LIBOR Auction" means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" means a Domestic Loan or a Euro-Currency Loan or a Money Market Loan and "Loans" means Domestic Loans or Euro-Currency Loans or Money Market Loans or any combination of the foregoing. "London Interbank Offered Rate" has the meaning set forth in Section 2.07(c). "Margin Stock" has the meaning set forth in Regulations U and G of the Board of Governors of the Federal Reserve System. 12

"Material Debt" means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $10,000,000. "Materially Adverse Effect" means any materially adverse change in the business, operations, condition (financial or otherwise) or assets of the Company and its Subsidiaries taken as a whole. "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $10,000,000. "Money Market Absolute Rate" has the meaning set forth in Section 2.03(d). "Money Market Absolute Rate Loan" means a loan made by a Bank pursuant to an Absolute Rate Auction. "Money Market Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Company and the Agent; provided that any Bank may from time to time by notice to the Company and the Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Money Market LIBOR Loan" means a loan made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 8.01(a)). "Money Market Loan" means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan. "Money Market Margin" has the meaning set forth in Section 2.03(d). "Money Market Quote" means an offer by a Bank to make a Money Market Loan in accordance with Section 2.03. "Moody's" means Moody's Investors Services, Inc. "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 13

4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Notes" means promissory notes of a Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of such Borrower to repay the Loans made to it, and "Note" means any one of such promissory notes issued hereunder. "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section 2.03(f)). "Notice of Interest Rate Election" means a notice by the Company electing a type of interest rate and/or the duration of an Interest Period as provided in Section 2.09(a) or 2.10. "Parent" means, with respect to any Bank, any Person controlling such Bank. "Participant" has the meaning set forth in Section 11.06(b). "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. 14

"Pricing Level" refers to Level I Pricing, Level II Pricing, Level III Pricing, Level IV Pricing and/or Level V Pricing. "Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate. "Quarterly Payment Date" means each March 15, June 15, September 15 and December 15. "Reference Banks" means the CD Reference Banks or the Euro-Currency Reference Banks, as the context may require, and "Reference Bank" means any one of such Reference Banks. "Required Banks" means at any time Banks having at least 66% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 66% of the aggregate unpaid Dollar Amount of the Loans. "SEC" means the U.S. Securities and Exchange Commission. "S&P" means Standard & Poor's Ratings Services. "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. "Termination Date" means May 10, 2001 or, if such day is not a Domestic Business Day, the next succeeding Domestic Business Day. "Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. 15

"United States" means the United States of America, including the States thereof and the District of Columbia, but excluding its territories and possessions. "Wholly-Owned Subsidiary" means any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company. SECTION 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Company that the Required Banks wish to amend Article V for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes the aggregation of Loans by one or more Banks to be made to a single Borrower pursuant to Article II on a single date, all of which Loans (i) are made in the same currency, (ii) in the case of Loans denominated in Dollars, are of the same type (subject to Article VIII) and (iii) except in the case of Base Rate Loans, have the same Interest Period or initial Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the currency and/or pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of Article II under which participation therein is determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks participate in proportion to their Commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.03 in which the 16

Bank participants are determined on the basis of their bids in accordance therewith). SECTION 1.04. Basis for Ratings. The credit ratings to be utilized in the determination of a Pricing Level are the ratings assigned to unsecured obligations of the Company without third party credit support. Such ratings may be pending or implied ratings assigned by the relevant rating agencies if ratings for outstanding obligations of the foregoing type are not available. Ratings assigned to any obligation which is secured or which has the benefit of third party credit support shall be disregarded. ARTICLE II THE CREDITS SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to this Section from time to time prior to the Termination Date in amounts such that the aggregate Dollar Amount of Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, provided that any Money Market Loan made by a Bank shall not reduce such Bank's Commitment with respect to its pro rata portion of any Loan which is not a Money Market Loan. Each Borrowing of Dollar- Denominated Loans under this Section shall be in an aggregate principal amount of at least $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)). Each Borrowing in an Alternative Currency shall be in an aggregate Dollar Amount of at least $10,000,000. Each Borrowing under this Section, in any currency, shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section, repay, or to the extent permitted by Section 2.12, prepay Loans and reborrow at any time prior to the Termination Date under this Section. SECTION 2.02. Notice of Committed Borrowings. The Company shall give the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M. (New York City time) on (i) the date of each Base Rate Borrowing, (ii) the second Domestic Business Day before each CD Borrowing, (iii) the third Euro-Dollar Business Day before each Euro- Dollar Borrowing and (iv) the fourth Euro-Currency Business Day before each Alternative Currency Borrowing, specifying: 17

(a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Currency Business Day for the relevant currency in the case of a Euro-Currency Borrowing; (b) the currency and aggregate amount (in such currency) of such Borrowing; (c) if such Borrowing is comprised of Dollar-Denominated Loans, whether such Loans are to be CD Loans, Base Rate Loans or Euro-Dollar Loans; and (d) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In addition to Committed Borrowings pursuant to Section 2.01, the Company may, as set forth in this Section, request the Banks to make offers to make Money Market Loans to any of the Borrowers. The Banks may, but shall have no obligation to, make such offers and the Company may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) Money Market Quote Request. When the Company wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Agent by telex or facsimile transmission a Money Market Quote Request substantially in the form of Exhibit B hereto so as to be received no later than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction; 18

(ii) the aggregate amount of such Borrowing, which shall be $5,000,000 or a larger multiple of $1,000,000; (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The Company may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Euro-Dollar Business Days (or such other number of days as the Company and the Agent may agree) of any other Money Market Quote Request. (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money Market Quote Request, the Agent shall send to the Banks by telex or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit C hereto, which shall constitute an invitation by the Company to each Bank to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) Submission and Contents of Money Market Quotes. (i) Each Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Agent by telex or facsimile transmission at its office in New York City referred to in Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:45 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such affiliate notifies the Company of the terms of the offer or offers contained therein not later than (x) one 19

hour prior to the deadline for the other Banks, in the case of a LIBOR Auction, or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles III and VI, any Money Market Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (A) the proposed date of Borrowing, (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, (C) in the case of a LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Money Market Margin") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Money Market Absolute Rate") offered for each such Money Market Loan, and (E) the identity of the quoting Bank. A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it: (A) is not substantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (d)(ii); 20

(B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) Notice to Borrower. The Agent shall promptly notify the Company of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Agent's notice to the Company shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Company shall notify the Agent of the acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a "Notice of Money Market Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Money Market Quote in whole or in part; provided that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request, 21

(ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement. (g) Allocation by Agent. If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof (including the name of the Borrower) and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by such Borrower. (b) On the date of each Borrowing, each Bank participating therein shall: (i) if such Borrowing is to be made in Dollars, make available its share of such Borrowing in Dollars, not later than 12:00 Noon (New York City time), in Federal or other funds immediately available in New York City, to the Agent at its address in New York City referred to in Section 11.01; or (ii) if such Borrowing is to be made in an Alternative Currency, make available its share of such Borrowing in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative 22

Currency) to the account of the Agent at such time and place as shall have been notified by the Agent to the Banks by not less than four Domestic Business Days' notice. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Banks available to the relevant Borrower at the aforesaid address or place. (c) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (b) of this Section and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable Adjusted London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. SECTION 2.05. Notes. (a) The Loans of each Bank to each Borrower shall be evidenced by a single Note of such Borrower payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans to such Borrower. (b) Each Bank may, by notice to a Borrower and the Agent, request that its Loans of a particular type to such Borrower be evidenced by a separate Note of such Borrower in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to 23

refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of Notes from any Borrower pursuant to Section 3.01(b) or 3.03(b), the Agent shall forward such Notes to the Banks. Each Bank shall record the date, currency, amount (in such currency), type and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any of its Notes, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to the relevant Borrower then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Note of such Borrower and to attach to and make a part of any Note a continuation of any such schedule as and when required. SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (b) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Borrowing. SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due or is converted to a different type of Loan, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date and, with respect to the principal amount of any Base Rate Loan converted to a different type of Loan, on the date such principal amount is so converted. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (b) Each CD Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the 24

sum of the CD Margin plus the applicable Adjusted CD Rate; provided that if any CD Loan or any portion thereof shall, as a result of clause (2)(b) of the definition of Interest Period, have an Interest Period of less than 30 days, such portion shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 90 days, 90 days after the first day thereof. Any overdue principal of or interest on any CD Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin plus the Adjusted CD Rate applicable to such Loan immediately before it became overdue and (ii) the Base Rate for such day. "CD Margin" means (i) 0.265% for any day on which Level I Pricing applies, (ii) 0.275% for any day on which Level II Pricing applies, (iii) 0.325% for any day on which Level III Pricing applies, (iv) 0.350% for any day on which Level IV Pricing applies and (v) 0.4375% for any day on which Level V Pricing applies. The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:
[ CDBR ]* [----------] + AR [1.00 - DRP] Adjusted CD Rate CD Base Rate Domestic Reserve Percentage Assessment Rate

ACDR

=

ACDR CDBR DRP AR

= = = =

* The amount in brackets being rounded upward, if necessary, to the next higher 1/100 of 1%. The "CD Base Rate" applicable to any Interest Period is the rate of interest determined by the Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period by two or more New York certificate of deposit dealers of recognized standing for the purchase at face value from each CD Reference Bank of its certificates of deposit in an amount comparable to the principal amount of the CD Loan of 25

such CD Reference Bank to which such Interest Period applies and having a maturity comparable to such Interest Period. "Domestic Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of new non-personal time deposits in dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Domestic Reserve Percentage. "Assessment Rate" means for any day the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as adequately capitalized and within supervisory subgroup "A" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. Section 327.4(a) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporation's (or such successor's) insuring time deposits at offices of such institution in the United States. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Assessment Rate. (c) Each Euro-Currency Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Currency Margin plus the applicable Adjusted London Interbank Offered Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, three months after the first day thereof. "Euro-Currency Margin" means (i) 0.140% for any day on which Level I Pricing applies, (ii) 0.150% for any day on which Level II Pricing applies, (iii) 0.200% for any day on which Level III Pricing applies, (iv) 0.225% for any day on which Level IV Pricing applies and (v) 0.3125% for any day on which Level V Pricing applies The "Adjusted London Interbank Offered Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward if necessary, to the next higher 1/100 of 1%) by dividing (i) the 26

applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Currency Reserve Percentage. The "London Interbank Offered Rate" applicable to any Interest Period means the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which deposits in the relevant currency are offered to each of the Euro-Currency Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Euro-Currency Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Currency Loan of such EuroCurrency Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "Euro-Currency Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Currency Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Currency Reserve Percentage. (d) Any overdue principal of or interest on any Euro-Currency Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the Euro-Currency Margin plus the higher of (i) the Adjusted London Interbank Offered Rate applicable to such Loan immediately before it became overdue and (ii) the quotient obtained (rounded upward if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Currency Business Days, then for such other period of time not longer than six months as the Agent may select) deposits in the relevant currency in an amount approximately equal to such overdue payment due to each of the Euro-Currency Reference Banks are offered to such Euro-Currency Reference Bank in the London interbank 27

market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Currency Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the Base Rate for such day). (e) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.07(c) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (f) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Company and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) Each Reference Bank agrees to use its best efforts to furnish quotations to the Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Section 8.01 shall apply. SECTION 2.08. Facility Fees. The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the Facility Fee Rate for such day. Such facility fee shall accrue (i) for each day from and including the Effective Date to but excluding the Termination Date (or earlier date on which the Commitments 28

terminate in their entirety), on the aggregate amount of the Commitments (whether used or unused) in effect on such day and (ii) for each day from and including the date on which the Commitments terminate in their entirety to but excluding the date on which the Loans shall be repaid in their entirety, on the aggregate Dollar Amount of the Loans outstanding on such day. Such fees shall be payable quarterly in arrears on each Quarterly Payment Date, and on the date on which the Commitments terminate in their entirety (and, if later, the date on which the Loans shall be repaid in their entirety). "Facility Fee Rate" means (i) 0.060% per annum for any day on which Level I Pricing applies, (ii) 0.075% per annum for any day on which Level II Pricing applies, (iii) 0.100% per annum for any day on which Level III Pricing applies, (iv) 0.125% per annum for any day on which Level IV Pricing applies and (v) 0.1875% per annum for any day on which Level V Pricing applies. SECTION 2.09. Method of Electing Types of Interest Rates and Interest Periods for Dollar-Denominated Loans. (a) The Loans included in each Committed Dollar-Denominated Borrowing shall bear interest initially at the type of interest rate specified by the Company in the applicable Notice of Borrowing. Thereafter, the Company may from time to time elect to change or continue the type of interest rate borne by each Group of Dollar-Denominated Loans (subject to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans, the Company may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Company may elect to convert such Loans to Base Rate Loans or EuroDollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion on any day other than the last day of the then current Interest Period applicable to such CD Loans; (iii) if such Loans are Euro-Dollar Loans, the Company may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion on any day other than the last day of the 29

then current Interest Period applicable to such Euro-Dollar Loans. Each such election shall be made by delivering a notice to the Agent not later than 10:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as CD Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least three Domestic Business Days before such conversion or continuation is to be effective). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amount of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $5,000,000. If no such notice is timely received prior to the end of an Interest Period, the Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans. (b) Each Notice of Interest Rate Election delivered pursuant to subsection (a) above shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Upon receipt of a Notice of Interest Rate Election from the Company pursuant to subsection (a) above, 30

the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Company. SECTION 2.10. Method of Electing Interest Periods for Alternative Currency Loans; Required Prepayments. (a) The initial Interest Period for each Group of Alternative Currency Loans shall be specified by the Company in the applicable Notice of Borrowing. The Company may specify the duration of each subsequent Interest Period applicable to such Group of Loans by delivering to the Agent, not later that 10:00 A.M. (New York City time) on the third Euro-Currency Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans (or portion thereof) to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). If no such Notice of Interest Rate Election is timely received by the Agent before the end of any applicable Interest Period, the Company shall be deemed to have elected that the subsequent Interest Period for such Group of Loans shall have a duration of one month (subject to the provisions of the definition of Interest Period). (b) Three Euro-Currency Business Days before the end of each Interest Period applicable to any Group of Alternative Currency Loans, the Agent shall notify the Company as to the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 9:00 A.M. (New York City time) on such day and the aggregate Dollar Amount of such Group of Loans as recalculated on the basis of such spot buying rate. On the last day of such Interest Period the relevant Borrower shall prepay such Group of Loans ratably to the extent (if any) required so that, at the beginning of the next Interest Period applicable thereto (and giving effect to such recalculation of the Dollar Amount thereof), (i) the aggregate Dollar Amount of Committed Loans by each Bank then outstanding to all Borrowers does not exceed the amount of such Bank's Commitment, (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries does not exceed $100,000,000 and (iii) the aggregate Dollar Amount of all Loans then outstanding to all Borrowers does not exceed the aggregate amount of the Commitments. (c) If on or before the first day of any Interest Period applicable to any Group of Alternative Currency Loans, there shall occur any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agent make it impracticable for such 31

Group of Loans to continue to be denominated in the relevant Alternative Currency, the Agent shall forthwith give notice thereof to the Company and the Banks, in which event the relevant Borrower shall repay such Group of Loans in full on the later of (i) the last day of the immediately preceding Interest Period or (ii) the third EuroCurrency Business Day after the Company receives such notice from the Agent. Such Group of Loans shall bear interest on and after the last day of such immediately preceding Interest Period at a rate per annum determined for each day as provided in Section 2.07(d) (except that if the repayment due date is determined pursuant to the foregoing clause (ii), the 2% per annum additional interest applicable to overdue amounts shall not apply prior to such due date). SECTION 2.11. Termination or Reduction of Commitments. (a) The Company may, upon at least three Domestic Business Days' notice to the Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any larger multiple thereof, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. (b) The Commitments shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date. SECTION 2.12. Optional Prepayments. (a) Any Borrower may: (i) upon at least one Domestic Business Day's notice to the Agent, prepay its Group of Base Rate Loans (or any Money Market Loans bearing interest at the Base Rate pursuant to Section 8.01(a)), in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000; (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.14, prepay any Group of CD Loans or Group of Euro-Dollar Loans, in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000; or (iii) upon at least three Euro-Currency Business Days' notice to the Agent, subject to Section 2.14, prepay any Group of Alternative Currency Loans, in whole at any time, or from time to time in part; 32

provided that the aggregate Dollar Amount of any partial prepayment is at least $5,000,000; in each case, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans. (b) Except as provided in Section 8.02, no Borrower may prepay all or any portion of the principal amount of any Money Market Loan (except a Money Market Loan bearing interest at the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. SECTION 2.13. General Provisions as to Payments. (a) Each payment of principal of, and interest on, the Dollar-Denominated Loans and each payment of fees hereunder, shall be made in Dollars not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address in New York City referred to in Section 11.01. (b) Each payment of principal of, and interest on, the Alternative Currency Loans shall be made in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, for the account of the Agent at such time and at such place as shall have been notified by the Agent to the Company and the Banks by not less than four Euro-Currency Business Days' notice. (c) Promptly upon receiving any payment for the account of the Banks, the Agent will distribute to each Bank, in the currency and type of funds received by the Agent, such Bank's ratable share of such payment. (d) Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Currency Loans shall be due on a day which is not a Euro-Currency Business Day for the relevant currency, the date for payment thereof shall be 33

extended to the next succeeding Euro-Currency Business Day for such currency, unless such Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Currency Business Day for such currency. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding EuroDollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (e) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due from any Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at (i) the Federal Funds Rate (if such amount was distributed in Dollars) or (ii) the rate per annum at which one day deposits in the relevant currency are offered to the Agent in the London interbank market for such day (if such amount was distributed in an Alternative Currency). SECTION 2.14. Funding Losses. If a Borrower makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Section 2.12, Article VI or VIII or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.07(d), or if a Borrower fails to borrow any Fixed Rate Loans (including a failure to borrow in an Alternative Currency due to the occurrence of any event described in Section 3.02(f)) after notice has been given to any Bank in accordance with Section 2.04(a), such Borrower shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after 34

any such payment or failure to borrow, provided that such Bank shall have delivered to such Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. SECTION 2.15. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). SECTION 2.16. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under any Note in the currency expressed to be payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the specified currency with such other currency at the Agent's New York office on the Euro-Currency Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Bank or the Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that, on the Euro-Currency Business Day following receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Bank or the Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Bank or the Agent, as the case may be, in the specified currency, the relevant Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Bank or the Agent, as the case may be, in the specified currency and (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate payment to such Bank under Section 11.04, such Bank or the Agent, as the case may be, agrees to remit such excess to the relevant Borrower. 35

ARTICLE III CONDITIONS SECTION 3.01. Effectiveness. This Amendment shall become effective, and the Agreement shall be amended and restated to read in full as set forth herein, when the Agent shall have received: (a) counterparts of this Amendment signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, by the Agent shall have received, in form satisfactory to it, facsimile, telex or other written confirmation from such party that it has executed a counterpart hereof); (b) a duly executed Note of the Company for the account of each Bank, dated on or before the Effective Date and complying with the provisions of Section 2.05; (c) for the account of each Bank, all unpaid fees accrued under Section 2.08 of the Agreement to but excluding the Effective Date; (d) an opinion of Francis R. Tunney, Jr., Esq., Corporate Vice President and General Counsel of the Company, substantially in the form of Exhibit E hereto, each such opinion to cover such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) an opinion of Davis Polk & Wardwell, special counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (f) all documents the Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement and the Notes of the Company, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. The Agent shall promptly notify the Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. SECTION 3.02. Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: 36

(a) the fact that the Effective Date shall have occurred on or prior to May 25, 1996; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that, immediately after such Borrowing, (i) the aggregate Dollar Amount of all Loans then outstanding to all Borrowers will not exceed the aggregate amount of the Commitments and (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries shall not exceed $100,000,000; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Borrowers contained in this Agreement shall be true on and as of the date of such Borrowing; and (f) in the case of an Alternative Currency Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agent make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Company on the date of such Borrowing as to the facts specified in clauses (c), (d) and (e) of this Section. SECTION 3.03. First Borrowing by Each Eligible Subsidiary. The obligation of each Bank to make a Loan on the occasion of the first Borrowing by each Eligible Subsidiary is subject to the satisfaction of the following further conditions: (a) receipt by the Agent of an Election to Participate duly executed by such Eligible Subsidiary and the Company; (b) receipt by the Agent for the account of each Bank of a duly executed Note of such Eligible Subsidiary, dated on or before the date of such 37

Borrowing and complying with the provisions of Section 2.05; and (c) receipt by the Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the corporate authority for and the validity of its Election to Participate (if any), this Agreement and its Notes, and any other matters relevant thereto, all in form and substance satisfactory to the Agent. ARTICLE IV REPRESENTATIONS AND WARRANTIES The Company represents and warrants that: SECTION 4.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and its Notes are within the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 4.03. Binding Effect. This Agreement constitutes a valid and binding agreement of the Company and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Company. SECTION 4.04. Financial Information. (a) The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 1995 and the related consolidated statements of earnings and cash flows 38

for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 1995 there has been no material adverse change in the business, financial position, assets, liabilities or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 4.05. Litigation. There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any Governmental Authority in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business or consolidated financial position of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of this Agreement or its Notes. SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. SECTION 4.07. Environmental Matters. In the ordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with 39

environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Materially Adverse Effect. SECTION 4.08. Taxes. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except assessments which are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the reasonable opinion of the Company, adequate. SECTION 4.09. Not an Investment Company. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. SECTION 4.10. Full Disclosure. All Information (as defined below) heretofore furnished by the Company is, and all Information hereafter furnished by the Company will be, true and accurate in all material respects on the date as of which such Information is dated or certified (except for any projections included therein, which projections shall have provided reasonable estimations of future performance for the periods covered thereby subject to the uncertainty and approximation inherent in any projections) and not incomplete by omitting to state anything necessary to make such Information not misleading at such time except to the extent later Information could reasonably have been expected to supersede earlier Information. As used in this Section, the term "Information" means (i) the information set forth in the Company's report on Form 10-K for its fiscal year ended December 31, 1995 and in all subsequent reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and registration statements (excluding exhibits thereto and any registration statements on Form S-8 or its equivalent) which the Company shall have filed with the SEC and (ii) all 40

other information furnished by the Company to the Agent or any Bank for purposes of or in connection with this Agreement, but only if such other information is (x) financial information, (y) furnished in writing to all the Banks or to the Agent for distribution to all the Banks or (z) furnished at a meeting to which all the Banks were invited. SECTION 4.11. Subsidiaries. Each of the Company's corporate Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where failures to obtain such licenses, authorizations, consents and approvals would not, in the aggregate, have a Materially Adverse Effect. SECTION 4.12. Good Title to Properties. The Company and its Subsidiaries have good and marketable title to their respective properties and assets (except properties and assets that, in the aggregate, are not material to the Company and its Subsidiaries taken as a whole), subject to no Liens of any kind, except such as would be permitted under Section 5.10. SECTION 4.13. Trademarks, Patents, etc. Except as disclosed to the Banks in Exhibit J hereto, the Company and its Subsidiaries possess trademarks, trade names, copyrights, patents and licenses, or rights in any thereof, adequate in all material respects for the conduct of their business (taken as a whole) as now conducted, without material conflict with the rights or, to the best knowledge of the Company, any claimed rights of others. ARTICLE V COVENANTS The Company agrees that, so long as any Bank has any Commitment hereunder or any amount payable under any Note remains unpaid: SECTION 5.01. Information. The Company will deliver to each of the Banks: (a) as soon as available and in any event within 105 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such 41

fiscal year and the related consolidated statements of earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in a manner acceptable to the SEC by KPMG Peat Marwick LLP or other independent public accountants of nationally recognized standing; (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related unaudited consolidated statements of earnings and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, setting forth in the case of such earnings and cash flows in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 5.07 to 5.10, inclusive, on the date of such financial statements (including, without limitation, the amount of Irish Affiliate Cash) and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the firm of independent public accountants which reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c) above; 42

(e) within five days after any officer of the Company obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (f) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; (g) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed with the SEC; (h) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details 43

as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; (i) promptly upon any officer of the Company obtaining knowledge thereof, notice of any actual or proposed change in the rating of the Company's outstanding senior unsecured long term debt securities by S&P or Moody's; and (j) from time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Agent, at the request of any Bank, may reasonably request. SECTION 5.02. Payment of Obligations. The Company will pay and discharge, and will cause its Subsidiaries to pay and discharge, at or before maturity (or the expiration of any applicable grace period, as the case may be), all Material Debt and all other material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each Subsidiary to maintain, in accordance with generally accepted accounting principles, appropriate reserves (on a consolidated basis) for the accrual of any of the same. SECTION 5.03. Maintenance of Property; Insurance. (a) The Company will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted; provided that the Company and its Subsidiaries shall not be required to maintain any property or properties which are, in the reasonable opinion of the Company, not material to the business of the Company and its Consolidated Subsidiaries taken as a whole. (b) The Company and its Subsidiaries will maintain (i) physical damage insurance on all their real and personal properties (except properties that, in aggregate, are not material to the Company and its Subsidiaries taken as a whole) on an all risks basis (including the perils of flood and quake), covering the repair and replacement cost of all such property and consequential loss coverage for business interruption and extra expense, and (ii) public liability insurance (including products/completed operations liability coverage) in an amount not less than that which is usually insured against by companies engaged in the same or a similar business in the same general area. All such insurance shall be provided by insurers having an A.M. Best 44

policyholders rating of not less than B+ or such other insurers as the Required Banks may approve in writing. The Company will deliver to the Banks, upon request of any Bank through the Agent, from time to time full information as to the insurance carried. SECTION 5.04. Conduct of Business and Maintenance of Existence. The Company will continue, and will cause its Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company and its Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect, their respective corporate existences and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that the foregoing shall not prevent any Subsidiary (except an Eligible Subsidiary that has not paid in full all principal, interest and other amounts payable by it hereunder) from terminating its corporate existence or prevent the Company or any Subsidiary from discontinuing any business or any right, privilege or franchise, if all such terminations and discontinuances, in the aggregate, would not in the reasonable opinion of the Company have a Materially Adverse Effect. SECTION 5.05. Compliance with Laws. The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, ERISA, environmental, and food and drug, and the rules and regulations under each of the foregoing) except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) noncompliance therewith would not, in the aggregate, have a Materially Adverse Effect. SECTION 5.06. Inspection of Property, Books and Records. The Company will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all 45

at such reasonable times and as often as may reasonably be desired. SECTION 5.07. Subsidiary Debt. The Company will not permit its Subsidiaries to incur or suffer to exist any Debt (excluding Debt owed to the Company or a Wholly-Owned Subsidiary) in excess of 35% of Consolidated Net Worth at any time in the aggregate for all Subsidiaries. SECTION 5.08. Debt to Capitalization. The ratio of (i) Consolidated Debt less Irish Affiliate Cash to (ii) Consolidated Debt less Irish Affiliate Cash plus Adjusted Consolidated Net Worth will at no time be greater than 0.45:1. SECTION 5.09. Minimum Consolidated Net Worth. Consolidated Net Worth will at no time be less than $523,833,000; provided that the foregoing amount shall be increased (i) at the end of each of the Company's fiscal years ending after December 31, 1995, by 50% of Consolidated Net Income (if positive) for such fiscal year and (ii) by 100% of the amount by which Consolidated Net Worth is increased from time to time after December 31, 1995 as a result of the issuance or sale of the Company's capital stock. SECTION 5.10. Negative Pledge. Neither the Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on December 22, 1993 securing Debt outstanding in an aggregate principal amount not exceeding $20,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; 46

(e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided for; (h) Liens imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due; (i) Liens arising out of statutory pledges or deposits under applicable law relating to worker's compensation, unemployment insurance, social security or similar obligations; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of similar nature and which do not in any material way adversely affect or interfere with the use thereof in the business of the Company and its Subsidiaries; (k) banker's liens in the nature of rights of set-off arising in the ordinary course of business; (l) Liens not otherwise permitted by the foregoing clauses of this Section, arising in the ordinary course of its business, which (i) do not secure Debt, (ii) do not secure any obligation in an amount individually or in the aggregate exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an 47

aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Net Worth. SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Company will not consolidate or merge with or into any other Person; provided that the Company may merge with a Person if (A) the Company is the corporation surviving such merger and (B) immediately after giving effect to any such merger, no Default shall have occurred and be continuing and all the representations and warranties of the Company contained in this Agreement shall be true. The Company will not, and will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person. SECTION 5.12. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrowers for general corporate purposes, including the backstop of commercial paper. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. SECTION 5.13. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into any material transaction, whether or not in the ordinary course of business, with any Affiliate other than on terms and conditions at least as favorable to the Company, or the affected Subsidiary, as those that would be obtained through an arm's length negotiation with an unaffiliated third party. ARTICLE VI DEFAULTS SECTION 6.01. Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) any Borrower shall fail to pay when due any principal of or interest on any Loan, any fees or any other amount payable hereunder, which failure, in the case of interest or fees or amounts other than principal of any Loan, continues for three Domestic Business Days; 48

(b) the Company shall fail to observe or perform any covenant contained in Sections 5.07 to 5.13, inclusive; (c) any Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Company by the Agent at the request of any Bank; (d) any representation, warranty, certification or statement made by any Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) the Company or any Subsidiary shall fail to make any payment in respect of any Material Debt when due or within any applicable grace period; (f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (g) the Company or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (h) an involuntary case or other proceeding shall be commenced against the Company or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, 49

receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000; (j) a judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; (k) the Guarantee by the Company in Article X shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or the Company, or any Person on behalf of the Company, shall deny or disaffirm its obligations under such Guarantee; or (l) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 25% or more of the outstanding shares of common stock of the Company; or individuals who, as of the Effective Date, constitute the board of directors of the Company (the "Incumbent Directors") cease for any reason to constitute at least 50

a majority of the Company's board of directors, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of directors of the Company) shall, for the purposes of this Agreement, be considered as though such person were an Incumbent Director; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding Notes evidencing more than 50% in aggregate Dollar Amount of the Loans, by notice to the Company declare the Notes (together with accrued interest thereon) to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the any Borrower, without any notice to the Company or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. SECTION 6.02. Notice of Default. The Agent shall give notice to the Company under Section 6.01(c) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE VII THE AGENT SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company of New York shall have the same 51

rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any Subsidiary or affiliate of the Company as if it were not the Agent hereunder. SECTION 7.03. Action by Agent. The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. SECTION 7.04. Consultation with Experts. The Agent may consult with legal counsel (who may be counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. SECTION 7.05. Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance with its Commitment, indemnify the Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed 52

by the Company) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder. SECTION 7.07. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent, the Co-Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement. SECTION 7.08. Successor Agent. The Agent may resign at any time by giving notice thereof to the Banks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. SECTION 7.09. Agent's Fee. The Company shall pay to the Agent for its own account fees in the amounts and at the times previously agreed upon between the Company and the Agent. SECTION 7.10. Co-Agent. The Co-Agent shall have no duties or responsibilities hereunder. 53

ARTICLE VIII CHANGE IN CIRCUMSTANCES SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency and amounts are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of CD Loans or Euro-Currency Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding such Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency Loans (in the affected currency), as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Currency Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. In the case of an Alternative Currency Loan, such conversion shall be made at the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Company notifies the Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that the relevant Borrower elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing in the same Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. SECTION 8.02. Illegality. If, on or after May 10, 1996, the adoption of any applicable law, rule or 54

regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Currency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Currency Lending Office) to make, maintain or fund its Euro-Currency Loans to any Borrower and such Bank shall so notify the Agent, the Agent shall forthwith give notice thereof to the other Banks and the Company, whereupon until such Bank notifies the Company and the Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make Euro-Currency Loans to such Borrower, or to convert outstanding Loans to such Borrower into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Agent pursuant to this Section, such Bank shall designate a different Euro-Currency Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice is given with respect to Euro-Dollar Loans, each Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such EuroDollar Loan to such day. If such notice is given with respect to Alternative Currency Loans, the relevant Borrower shall prepay such Alternative Currency Loans either (a) on the last day of the then current Interest Period applicable to such Alternative Currency Loan if such Bank may lawfully continue to maintain and fund such Alternative Currency Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Alternative Currency Loan to such day. SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x) May 10, 1996, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by 55

any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Currency Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, any of its Notes or its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay, or cause the relevant Borrower to pay, to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after May 10, 1996, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay to such Bank such additional amount or 56

amounts as will compensate such Bank (or its Parent) for such reduction, provided that no such demand by any Bank shall include any period commencing earlier than 90 days prior to the date of demand. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after May 10, 1996, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time any Subsidiary that is incorporated in, or conducts business in, a jurisdiction outside the United States becomes an Eligible Subsidiary, all applicable laws, rules and regulations then in effect in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been adopted at such time and all applicable requests and directives theretofore made by any governmental authority, central bank or comparable agency in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been made at such time; provided that no Bank shall be obligated under Section 8.03(c) to give notice of any such law, rule, regulation, request or directive, or to designate a different Applicable Lending Office by reason thereof, until an officer of such Bank responsible for administering this Agreement shall have become aware of such law, rule, regulation, request or directive and the relevant consequences thereof. SECTION 8.04. Taxes. (a) Any and all payments by any Borrower or the Guarantor to or for the account of any Bank or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any 57

political subdivision thereof. In the case of each Bank or the Agent, all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities are hereinafter referred to as its "Taxes", and all such excluded taxes are hereinafter referred to as its "Domestic Taxes". If any Borrower or the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Guarantor, as the case may be, shall make such deductions, (iii) the Borrower or the Guarantor, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower or the Guarantor shall furnish to the Agent, at its address in New York City referred to in Section 11.01, the original or a certified copy of a receipt evidencing payment thereof, and, if such receipt relates to Taxes in respect of a sum payable to any Bank, the Agent shall promptly deliver such original or certified copy to such Bank. (b) In addition, each Borrower and the Guarantor agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, or charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (hereinafter referred to as "Other Taxes"). (c) Each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by such Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses to the extent not attributable to the gross negligence or willful misconduct of such Bank or the Agent, as the case may be) arising therefrom or with respect thereto. In addition, each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for all Domestic Taxes of such Bank or the Agent (calculated based on a hypothetical basis at the maximum marginal rate for a corporation) and any liability (including penalties, interest and expenses to the extent not attributable to the gross negligence or willful misconduct of such Bank or the Agent, as the case may be) 58

arising therefrom or with respect thereto, in each case to the extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii) Domestic Taxes of such Bank or the Agent, as the case may be. This indemnification shall be made within 15 days from the date such Bank or the Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Amendment in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by the Company (but only so long as such Bank remains lawfully able to do so), shall provide the Company with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Bank is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, any United States interest withholding tax at such rate imposed on payments by the Company under this Agreement or under any Note (other than pursuant to Article X) shall be excluded from "Taxes" as defined in Section 8.04(a). (e) For any period with respect to which a Bank has failed to provide the Company with the appropriate form pursuant to Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Bank shall not be entitled to indemnification under Section 8.04(a) or Section 8.04(c) with respect to Taxes imposed by the United States; provided that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (f) If any Borrower or the Guarantor is required to pay additional amounts to or for the account of any Bank 59

pursuant to this Section, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. (g) Each Bank and the Agent shall, at the request of the Company or the Guarantor, use reasonable efforts (consistent with applicable legal and regulatory restrictions) to file any certificate or document requested by the Company if the making of such a filing would eliminate or reduce the amount of any additional amounts payable to or for the account of such Bank or the Agent (as the case may be) pursuant to this Section in respect of any Taxes or Other Taxes imposed by any jurisdiction other than the United States which may thereafter accrue and would not, in the sole judgement of such Bank or the Agent, require such Bank or the Agent to disclose any confidential or proprietary information or be otherwise disadvantageous to such Bank or the Agent. (h) If any Borrower or the Guarantor makes any payment pursuant to Section 8.04(a) or (c) with respect to a Bank, such Bank shall, upon the reasonable request and at the reasonable expense of such Borrower or the Guarantor, use reasonable efforts to apply for a refund of tax (if such tax is not lawfully imposed) or a credit against its tax liabilities on account of such payment; provided that (A) such Bank shall have no obligation under this Section 8.04(h) if it determines, in its sole discretion, that claiming a refund or a credit would have adverse tax consequences to it and (B) such Bank shall not be under any obligation to claim a credit or refund in respect of such payment in priority to any other claims, reliefs, credits or deductions available to it. If such Bank receives such a refund or actually reduces its tax liabilities by utilizing such a credit, such Bank shall, to the extent that it can do so without prejudice to the retention of the amount of such refund or credit, pay to the relevant Borrower or the Guarantor an amount equal to the amount so received or utilized (less any out-of-pocket expenses or taxes imposed on the receipt of such refund or credit); provided that such Bank shall be required to pay to such Borrower or the Guarantor (i) only such amounts as such Bank determines, in its sole discretion and by using any reasonable method which the Bank deems appropriate, are attributable to such payment by such Borrower or the Guarantor, and (ii) only if no Event of Default exists at the time such Bank receives the relevant refund or credit. If a Bank is in an excess foreign tax credit position, such Bank shall be deemed not to have utilized a foreign tax credit with respect to any 60

such payment by the Borrower or the Guarantor. Each Borrower and the Guarantor agrees to return, upon the request of a Bank, any payment made by such Bank under this Section 8.04(h) (plus penalties, interest and other charges imposed by a taxing authority) to such Bank if a taxing authority or such Bank determines that (x) such Bank is required to repay such refund or (y) such Bank is unable to utilize such credit. Any calculation or determination made under this Section 8.04(h) by any Bank shall be conclusive and final. (i) Nothing contained in Section 8.04 shall (i) entitle any Borrower or the Guarantor to any information determined by any Bank, in its sole discretion, to be confidential or proprietary information of such Bank, to any tax or financial information of any Bank or to inspect or review any books and records of any Bank, (ii) require any Bank to disclose or detail the basis of any calculation of the amount of any tax benefit or any other amount or the basis of any determination made under Section 8.04(h) to any Borrower or any other party, (iii) be construed to require any Bank to institute any administrative proceeding (other than the filing of a claim for any refund or credit) or judicial proceeding to obtain any such refund or credit, or (iv) interfere with the rights of any Bank to conduct its fiscal or tax affairs (including, without limitation, its determination as to whether to claim a deduction or credit in respect of foreign taxes) in such manner as it deems fit. SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate Loans. If (i) the obligation of any Bank to make, or convert outstanding Loans to, Euro-Dollar Loans to any Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect to its CD Loans or Euro-Currency Loans and the Company shall, by at least five Euro-Currency Business Days' prior notice to such Bank through the Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist: (a) all Loans which would otherwise be made by such Bank as (or continued as or converted into) CD Loans or Euro-Dollar Loans, as the case may be, shall instead be made as (or continued as converted into) Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Fixed Rate Loans of the other Banks), and 61

(b) after each of its CD Loans or Euro-Currency Loans, as the case may be, has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise be applied to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding Interest Period applicable to the related CD Loans or Euro-Dollar Loans of the other Banks. SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04, the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks ("Substitute Banks") (which may be one or more of the Banks) to purchase the Committed Loans and assume the Commitment of such Bank (the "Exiting Bank"). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Committed Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment but excluding its Money Market Loans, if any, unless it otherwise agrees) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.06(c). In connection with any such sale, the Company shall compensate the Exiting Bank for any funding losses as provided in Section 2.14 and pay to the Exiting Bank its facility fees accrued to but excluding the date of such sale. ARTICLE IX REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES Each Eligible Subsidiary shall be deemed, by executing and delivering its Election to Participate, to have represented and warranted as of the date thereof that: SECTION 9.01. Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in 62

good standing under the laws of its jurisdiction of incorporation and is a Wholly-Owned Subsidiary of the Company. SECTION 9.02. Corporate and Governmental Authorization; No Contravention. The execution and delivery by it of its Election to Participate and its Notes, and the performance by it of this Agreement and its Notes, are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its charter or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 9.03. Binding Effect. This Agreement constitutes a valid and binding agreement of such Eligible Subsidiary and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Eligible Subsidiary. SECTION 9.04. Taxes. Except as disclosed in such Election to Participate, there is no income, stamp or other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant to this Agreement or on its Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or its Notes. ARTICLE X GUARANTY SECTION 10.01. The Guaranty. The Company hereby unconditionally guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Eligible Subsidiary under this Agreement. Upon failure by any Eligible Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner and currency specified in this Agreement. 63

SECTION 10.02. Guaranty Unconditional. The obligations of the Company under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Eligible Subsidiary under this Agreement or any of its Notes, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Note of such Eligible Subsidiary (except that the Company's guarantee under this Article X shall apply to the obligations of such Eligible Subsidiary as modified, amended or supplemented thereby); (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any of its Notes; (iv) any change in the corporate existence, structure or ownership of any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any of its Notes; (v) the existence of any claim, set-off or other rights which the Company may have at any time against any Eligible Subsidiary, the Agent, any Bank or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any of its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the principal of or interest on any of its Notes or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by any Eligible Subsidiary, the Agent, any Bank or any other Person or any other circumstance 64

whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder. SECTION 10.03. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. The Company's obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Notes of the Eligible Subsidiaries and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement shall have been paid in full. If at any time any payment of the principal of or interest on any Note of any Eligible Subsidiary or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. SECTION 10.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person. SECTION 10.05. Subrogation. Upon making any payment with respect to the obligations of any Eligible Subsidiary hereunder, the Company shall be subrogated to the rights of the payee against such Eligible Subsidiary with respect to such payment; provided that the Company shall not enforce any payment by way of subrogation against such Eligible Subsidiary so long as (i) any Bank has any Commitment hereunder (unless such Eligible Subsidiary is no longer an Eligible Subsidiary for purposes hereof) or (ii) any amount payable by such Eligible Subsidiary hereunder remains unpaid. SECTION 10.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Eligible Subsidiary under this Agreement or its Notes is stayed upon insolvency, bankruptcy or reorganization of such Eligible Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Agent made at the request of the Required Banks. 65

ARTICLE XI MISCELLANEOUS SECTION 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (w) in the case of the Company, at its address or facsimile number set forth on the signature pages hereof; (x) in the case of the Agent, at its address or telex or facsimile number in New York City set forth on the signature pages hereof, unless such communication is expressly required to be given to the Agent in London, in which case at its address or telex or facsimile number in London set forth on the signature pages hereof; (y) in the case of an Eligible Subsidiary, at its address set forth in its Election to Participate; or (z) in the case of any Bank, at its address or telex number set forth in its Administrative Questionnaire or in the case of any party, such other address or telex or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received, (ii) if given by facsimile transmission, when transmitted to the facsimile number referred to in this Section and confirmation of receipt is received, (iii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iv) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Agent under Article II or Article VIII shall not be effective until received. SECTION 11.02. No Waivers. No failure or delay by the Agent or any Bank in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The 66

rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 11.03. Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-ofpocket expenses incurred by the Agent or any Bank, including fees and disbursements of counsel (including, without limitation, the allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the reasonable allocated costs of in-house counsel), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. SECTION 11.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note of the same Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes of the same Borrower held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes of the same Borrower held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 67

shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness under the Notes. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any of its Notes, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. SECTION 11.05. Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Banks (and, if the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all the Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for the termination of any Commitment, (iv) release the Guarantor from any of its obligations under Article X, (v) waive any of the conditions to effectiveness set forth in Section 3.01 or (vi) change the percentage of the Commitments or of the aggregate Dollar Amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section or any other provision of this Agreement; and provided further that no such amendment, waiver or modification shall, unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional obligation, (x) increase the principal of or rate of interest on any outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity of any outstanding Loan of such Eligible Subsidiary or (z) change this proviso. SECTION 11.06. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Banks. (b) Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") 68

participating interests in its Commitment or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrowers and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 11.05 without the consent of the Participant. The Borrowers agree that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). (c) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit I hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company and the Agent; provided that if an Assignee is an affiliate of such transferor Bank, no such consent shall be required; and provided further that such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. Upon execution and delivery of such an instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor 69

Bank, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a state thereof, it shall deliver to the Company and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank or to any affiliate of such transferor Bank. No such assignment shall release the transferor Bank from its obligations hereunder and the Borrowers and the Agent shall continue to deal solely and directly with such transferor Bank in connection with such transferor Bank's rights and obligations under this Agreement. (e) No Assignee, Participant or other transferee of any Bank's rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. SECTION 11.07. Collateral. Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. SECTION 11.08. Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in 70

such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 11.09. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. SECTION 11.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 71

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. ALLERGAN, INC.
By /s/ Albert J. Moyer ---------------------------------------Title: Corporate Vice President Chief Financial Officer

By

/s/ Jeffrey L. Edwards ---------------------------------------Title: Vice President, Treasurer

2525 Dupont Drive Irvine, California 92713 Attn: Jeffrey L. Edwards Telex No.:

Facsimile No.: 714-246-4162 MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Diana H. Imhof ---------------------------------------Title: Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ Yvonne C. Dennis ---------------------------------------Title: Vice President

CITICORP USA, INC.
By /s/ Marjorie Futornick ---------------------------------------Title: Vice President

72

ABN AMRO BANK N.V. LOS ANGELES INTERNATIONAL BRANCH
By /s/ Matthew S. Thomson ---------------------------------------Title: Group Vice President/ Director /s/ Paul K. Stimpfl ---------------------------------------Title: Vice President

By

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
By /s/ Bruce T. Richards ---------------------------------------Title: Managing Director

By

/s/ Donna Derwin ---------------------------------------Title: Assistant Vice President

WACHOVIA BANK OF GEORGIA, N.A.
By /s/ David K. Alexander ---------------------------------------Title: Senior Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent
By /s/ Yvonne C. Dennis ---------------------------------------Title: Vice President 555 S. Flower Street 11th Floor, #5618 Los Angeles, CA 90071 Attention: Yvonne C. Dennis Telex No.: Facsimile No.: 213-623-1959

73

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
/s/ Diana H. Imhof ---------------------------------------Title: Vice President In New York: 60 Wall Street New York, New York 10260-0060 Attention: Diana H. Imhof Telex No.: 177615 Facsimile No.: 212-648-5014 By

In London:

60 Victoria Embankment London EC4Y OJP Attention: Raymond Mayers Telephone No.: 011-44-171-325-1486 Facsimile No.: 011-44-171-325-8114 74

COMMITMENT SCHEDULE
Bank - ---Morgan Guaranty Trust Company of New York Bank of America National Trust and Savings Association Citicorp USA, Inc. ABN AMRO Bank N.V., Los Angeles International Branch Union Bank of Switzerland Wachovia Bank of Georgia, N.A. Commitments ----------$ 53,000,000 $ 52,000,000

$ 52,000,000 $ 31,000,000

$ 31,000,000 $ 31,000,000 ============ Total $250,000,000

EXHIBIT A NOTE New York, New York , 19 For value received, [name of relevant Borrower], a [Borrower's jurisdiction of incorporation] corporation (the "Borrower"), promises to pay to the order of _______________ (the "Bank"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates and in the currency provided for in the Credit Agreement. All such payments of principal and interest shall be made (i) if in Dollars, in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York or (ii) if in an Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency at the place specified for payment thereof pursuant to the Credit Agreement. All Loans made by the Bank, the respective types and maturities thereof, all repayments of the principal thereof and, in the case of Euro-Currency Loans in an Alternative Currency, the currency thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the banks party thereto, Morgan Guaranty Trust Company of New York, as Agent and Bank of America National Trust and Savings Association, 1

as Co-Agent (as the same may be further amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. [The payment in full of the principal and interest on this Note has, pursuant to the provisions of the Credit Agreement, been unconditionally guaranteed by Allergan, Inc.]** [Name of Borrower] By Title: ** Include in Notes of Eligible Subsidiaries only. 2

Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL
- ------------------------------------------------------------------------------------------------------Type or Amount of Currency Principal Amount Maturity Notatio Date of Loan Repaid of Loan Date Made by - -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

3

EXHIBIT B Form of Money Market Quote Request [Date]
To: Morgan Guaranty Trust Company of New York (the "Agent") [Name of Borrower] Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks party thereto, the Agent and the Co-Agent We hereby give notice pursuant to Section 2.03 of the Credit

From: Re:

Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing:
Principal Amount* $ Interest Period**

Such Money Market Quotes should offer a Money Market [Margin]

[Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate]. Terms used herein have the meanings assigned to them in the Credit Agreement. [Name of Borrower] By Title: * Amount must be $5,000,000 or a larger multiple of $1,000,000. ** Not less than one month (LIBOR Auction) or not less than 15 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period.

EXHIBIT C Form of Invitation for Money Market Quotes
To: Re: [Name of Bank] Invitation for Money Market Quotes to [Name of Borrower] (the "Borrower")

Pursuant to Section 2.03 of the Credit Agreement dated as of

December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks parties thereto and the undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to submit Money Market Quotes to the Borrower for the following proposed Money Market Borrowing(s): Date of Borrowing:
Principal Amount $ Interest Period

Such Money Market Quotes should offer a Money Market [Margin]

[Absolute Rate]. [The applicable base rate for Money Market LIBOR Loan is the London Interbank Offered Rate]. Please respond to this invitation by no later than [2:00 P.M.] [9:15 A.M.] (New York City time) on [date]. MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Authorized Officer

EXHIBIT D Form of Money Market Quote MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 23 Wall Street New York, New York 10015 Attention: Re: Money Market Quote to [Name of Borrower] (the "Borrower") In response to your invitation on behalf of the Borrower dated _________________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank:_________________________________________________________ 2. Person to contact at Quoting Bank: 3. Date of Borrowing:__________________________________________________ * * As specified in the related Invitation.

4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates:
Principal Amount** - --------$ $ Interest Period*** --------Money Market [Margin****] ------------

[Absolute Rate*****] --------------------

[Provided that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks and Co** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. *** Not less than one month or not less than 15 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000 of 1%). 2

Agent party thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK]
Dated: -----------------------------By: ------------------------------------Authorized Officer

3

EXHIBIT E Opinion of General Counsel for the Company May 10, 1996 To the Banks and the Agent referred to below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Re: Allergan, Inc. Gentlemen: This opinion is being furnished to you pursuant to Section 3.01(d) of the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries and Co-Agent referred to therein and you (the "Credit Agreement"). Capitalized terms used but not defined herein have the corresponding meanings set forth in the Credit Agreement. I am the General Counsel of the Company and, in such capacity, I am generally familiar with the corporate and legal matters concerning the Company and its Subsidiaries. I have made such inquiries and examined, among other things, originals, or copies certified or otherwise identified to my satisfaction as being true copies, of such records, agreements, certificates, instruments and other documents as I have considered necessary or appropriate for purposes of this opinion. Based on the foregoing and in reliance thereon, I am of the opinion that: 1. The Company has been duly incorporated and is a validly existing corporation and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Credit Agreement and the Notes and to conduct its business as presently conducted.

To the Banks and the Agent referred to below 2 May 10, 1996 2. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the character of its business or the location of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Materially Adverse Effect. 3. To the best of my knowledge, the Company and each Subsidiary have all governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as presently conducted, except where the failure to have any of the foregoing would not in the aggregate have a Materially Adverse Effect. 4. Neither the Company nor any Subsidiary is in violation of (a) its charter or bylaws or (b) to the best of my knowledge, any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to them or their respective properties or assets, except (in the case of clause (b)) where any such violation would, singly or in the aggregate with other such violations, not have a Materially Adverse Effect. 5. There are no pending or, to the best of my knowledge, threatened actions or proceedings against the Company or any of its Subsidiaries before any Governmental Authority which purport to affect the legality, validity, binding effect or enforceability of the Credit Agreement or the Notes, or which are likely to have a Materially Adverse Effect. 6. The execution and delivery by the Company of the Credit Agreement and its Notes and the performance of its obligations thereunder have been duly authorized by all necessary action of the Company. 7. The Credit Agreement and the Notes of the Company have each been duly executed and delivered by the Company. 8. The Credit Agreement constitutes a valid and binding agreement of the Company and each of its Notes constitute a legal, valid and binding obligation of the Company, in each case enforceable in accordance with its terms. 2

To the Banks and the Agent referred to below 3 May 10, 1996 9. The execution, delivery and performance by the Company of the Credit Agreement and its Notes do not and will not (A) violate the restated certificate of incorporation or bylaws of the Company as in effect on the date hereof, (B) to the best of my knowledge, violate any material law or regulation applicable to the Company or any order, judgment or decree of any Governmental Authority known to me to be binding on the Company, (C) to the best of my knowledge, conflict with, result in a material breach of or constitute a material default under any material indenture, mortgage, deed of trust, agreement or other instrument to which the Company or any Subsidiary is a party or by which any of their respective properties are bound or result in or require the creation or imposition of any Lien upon any of their respective assets, or (D) require any authorization, consent, waiver or approval of any Governmental Authority. 10. Neither the Company nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The foregoing opinions are subject to the following exceptions, qualifications and limitations: A. I render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the Federal laws of the United States of America, (ii) the laws of the State of California and (iii) the Delaware General Corporation Law. I am not admitted to practice law in the State of Delaware; however, I am generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as I consider necessary to render the opinions contained in paragraphs 1, 4, 6, 7 and 9. This opinion is limited to the effect of the present state of the foregoing laws and to the facts as they presently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts. I call your attention to the fact that the Credit Agreement provides that it and the Notes shall be construed in accordance with and governed by the laws of the State of New York as to which I express no opinion herein. However, in my opinion (i) a Federal or state court sitting in California would enforce or otherwise give legal effect to the choice of New York law set forth in Section 11.08 of the Credit Agreement and (ii) even if such a court applied California law to 3

To the Banks and the Agent referred to below 4 May 10, 1996 determine the rights of the parties under the Credit Agreement, I would give the opinion set forth in paragraph 8 above. B. My opinions set forth in paragraph 8 and (with respect to performance by the Company) clauses (B) and (D) of paragraph 9 are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. C. Without limitation, I express no opinion (i) as to the ability to obtain specific performance, injunctive relief or other equitable relief (whether sought in a proceeding at law or in equity) as a remedy for noncompliance with Credit Agreement or the Notes, and (ii) regarding the rights or remedies available to any party insofar as such party may take discretionary action that is arbitrary, unreasonable or capricious, or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Credit Agreement or the Notes. D. I express no opinion with respect to the legality, validity, binding nature or enforceability of any provision of the Credit Agreement or the Notes to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy. E. I express no opinion with respect to the legality, validity, binding nature or enforceability of (i) any waiver under the Credit Agreement or the Notes or any consents thereunder relating to the rights of the Company or duties owing to it existing as a matter of law, except to the extent the Company may so waive or consent under applicable law, (ii) provisions in the Credit Agreement or the Notes imposing an increase in interest rate upon delinquency in payment or (iii) any rights of setoff. 4

To the Banks and the Agent referred to below 5 May 10, 1996 F. I express no opinion as to any provision of the Credit Agreement or the Notes requiring written amendments or waivers of such documents insofar as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply. G. I express no opinion as to the applicability or effect of any Bank's compliance with any state or Federal laws applicable to the transactions contemplated by the Credit Agreement. This opinion is rendered to you in connection with the Credit Agreement and may not be relied upon by any person other than you (or permitted assignees under the Credit Agreement) or by you (or any such permitted assignee) in any other context, provided that you may provide this opinion (i) to bank examiners and other regulatory authorities should they so request or in connection with their normal examinations, (ii) to your independent auditors and attorneys, (iii) pursuant to order or legal process of any court or governmental agency, or (iv) in connection with any legal action to which you are a party arising out of the transactions contemplated by the Credit Agreement. This opinion may not be quoted without my prior written consent. I consent to the delivery of this opinion to the Agent's special counsel, Davis Polk & Wardwell, and to their reliance on this opinion in connection with closing under the Credit Agreement. Very truly yours, Francis R. Tunney, Jr., Esq. General Counsel Allergan, Inc. 5

EXHIBIT F OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL TO THE AGENT May 10, 1996 To the Banks and the Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Dear Sirs: We have participated in the preparation of the Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 as amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries referred to therein, the banks party thereto (the "Banks"), Morgan Guaranty Trust Company of New York, as Agent (the "Agent") and Bank of America National Trust and Savings Association, as Co-Agent (the "Co-Agent"), and have acted as special counsel to the Agent for the purpose of rendering this opinion pursuant to Section 3.01(e) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: 1. The execution, delivery and performance by the Company of the Credit Agreement and its Notes are within the Company's corporate powers and have been duly authorized by all necessary corporate action.

2. The Credit Agreement constitutes a valid and binding agreement of the Company and each Note of the Company constitutes a valid and binding obligation of the Company. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent. Very truly yours, 2

EXHIBIT G ELECTION TO PARTICIPATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks and such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article IX of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 11.08 thereof, as if the undersigned were a signatory party thereto. [Tax disclosure pursuant to Section 8.04.] The address to which all notices to the undersigned under the Credit Agreement should be directed is:

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By____________________________ Title: The undersigned confirms that [name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. ALLERGAN, INC. By____________________________ Name: Title: Receipt of the above Election to Participate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By____________________________ Name: Title: 2

EXHIBIT H ELECTION TO TERMINATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks an such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Notes of the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation of the undersigned under the Credit Agreement or under any of its Notes heretofore incurred.

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By_______________________ Title: The undersigned confirms that the status of [name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. ALLERGAN, INC. By_________________________ Name: Title: Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Name: Title: 2

EXHIBIT I ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), ALLERGAN, INC., a Delaware corporation (the "Company"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). WITNESSETH WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Company, the Eligible Subsidiaries party thereto, the Assignor and the other Banks party thereto, as Banks, the Co-Agent party thereto and the Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrowers in an aggregate Dollar Amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made to the Borrowers by the Assignor under the Credit Agreement in the aggregate Dollar Amount of $__________ are outstanding at the date hereof; and WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1

SECTION 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Credit Agreement. SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof, in Dollars (in Federal funds) and the relevant Alternative Currencies, the amounts heretofore agreed between them.(1) It is understood that facility fees accrued to the date hereof are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. Each of the Assignor and the Assignee agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party. SECTION 4. Consent of the Company and the Agent. This Agreement is conditioned upon the consent of the (1) Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. 2

Company and the Agent pursuant to Section 11.06(c) of the Credit Agreement. The execution of this Agreement by the Company and the Agent is evidence of this consent. Pursuant to Section 11.06(c) the Company agrees to execute and deliver a Note, and cause the Eligible Subsidiaries to execute and deliver Notes, payable to the order of the Assignee to evidence the assignment and assumption provided for herein. SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the validity and enforceability of the obligations of any Borrower in respect of the Credit Agreement or its Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. SECTION 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] By_________________________ Title: [ASSIGNEE] By__________________________ Title: [ALLERGAN,INC. By__________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Title:] 4

EXHIBIT J INTELLECTUAL PROPERTY As used in this Exhibit J, references to the Company shall mean Allergan, Inc. LEGAL PROCEEDINGS 1. In November 1992 the Company's subsidiary Allergan Medical Optics ("AMO") filed suit against Staar Surgical for infringement of a patent covering certain devices for the insertion of intraocular lenses into the eye. In December 1992, AMO filed a similar suit against Chiron Ophthalmics, Inc. The two cases were subsequently consolidated and trial has been divided into two phases. The court has denied AMO's request for a preliminary injunction against Chiron and Staar pending the outcome of the Phase I trial. Phase I trial was held and judgment was entered for AMO. Chiron subsequently entered into a complete settlement with AMO. Staar appealed and the trial of phase II against Staar is set for June, 1996. 2. Chiron (phaco cassettes) (Alleged Patent Infringement) On February 1, 1996, the Company received a cease and desist letter from Chiron alleging infringement of U.S. Patent Nos. Re 33,250 and 4,493,695. After preliminary review, the Company has concluded there is no merit to this claim and has so notified Chiron. Chiron is evaluating our reply. 3. Intaglia (M.D. Formulations VIT-A-PLUS) (Alleged Patent Infringement). On March 27, 1996 the Company received a claim letter from counsel for Intaglia alleging that Herald's VIT-APLUS infringes a soon to be issued patent held by claimant. Claimant alleges that they have received a notice of allowance for a patent which allegedly covers the product. The Company has requested further information regarding the patent claim and prosecution history of the patent in issue in order to evaluate the claim.

ALLERGAN, INC. EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Earnings per share of common stock, including common stock equivalents, have been computed based on the following weighted average number of shares and net earnings:
Three Months Ended March 31, 1996 -------------(in millions, except per share amounts)

Weighted average number of common shares outstanding during the period Weighted average number of additional shares issuable in connection with dilutive stock options based upon use of the treasury stock method and average market prices Weighted average number of common shares including common stock equivalents Net Earnings for the period Primary Earnings Per Common Share

64.6

1.0 ----65.6 ===== $23.1 ===== $0.35 =====

13

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF EARNINGS AND BALANCE SHEETS OF ALLERGAN, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996. MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 1 108,200 0 219,700 5,700 129,800 553,600 583,700 229,900 1,337,000 324,400 271,800 0 0 700 691,700 1,337,000 258,100 258,100 85,700 85,700 0 375 3,300 32,500 9,400 23,100 0 0 0 23,100 .35 .35

andling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. "Euro-Currency Business Day" means a Euro-Dollar Business Day, unless such term is used in connection with an Alternative Currency Borrowing or Alternative Currency Loan for which funds are to be paid or made available in such Alternative Currency on such day, in which case such day shall not be a Euro-Currency Business Day unless commercial banks are open for domestic and international business (including dealings in deposits in such Alternative Currency) in both London and the place where such funds are to be paid or made available. "Euro-Currency Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Currency Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its EuroCurrency Lending Office by notice to the Company and the Agent. "Euro-Currency Loan" means a Euro-Dollar Loan or an Alternative Currency Loan.

limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. "Euro-Currency Business Day" means a Euro-Dollar Business Day, unless such term is used in connection with an Alternative Currency Borrowing or Alternative Currency Loan for which funds are to be paid or made available in such Alternative Currency on such day, in which case such day shall not be a Euro-Currency Business Day unless commercial banks are open for domestic and international business (including dealings in deposits in such Alternative Currency) in both London and the place where such funds are to be paid or made available. "Euro-Currency Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Currency Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its EuroCurrency Lending Office by notice to the Company and the Agent. "Euro-Currency Loan" means a Euro-Dollar Loan or an Alternative Currency Loan. "Euro-Currency Margin" has the meaning set forth in Section 2.07(c). "Euro-Currency Reference Banks" means the principal London offices of Bank of America National Trust and Savings Association, Citibank, N.A. and Morgan Guaranty Trust Company of New York. "Euro-Currency Reserve Percentage" has the meaning set forth in Section 2.07(c). 7

"Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. "Euro-Dollar Loan" means (i) a Committed Loan that is outstanding as a Euro-Dollar Loan in accordance with the applicable Notice of Committed Borrowing or an applicable Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue. "Event of Default" has the meaning set forth in Section 6.01. "Facility Fee Rate" has the meaning set forth in Section 2.08(a). "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Agent. "Fixed Rate Loans" means CD Loans or Euro-Currency Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or any combination of the foregoing.

"Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. "Euro-Dollar Loan" means (i) a Committed Loan that is outstanding as a Euro-Dollar Loan in accordance with the applicable Notice of Committed Borrowing or an applicable Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue. "Event of Default" has the meaning set forth in Section 6.01. "Facility Fee Rate" has the meaning set forth in Section 2.08(a). "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Agent. "Fixed Rate Loans" means CD Loans or Euro-Currency Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or any combination of the foregoing. "Group of Loans" means at any time a group of Loans consisting of (i) all Committed Loans to the same Borrower which are Base Rate Loans at such time, (ii) all Euro-Currency Loans to the same Borrower which are in the same currency and have the same Interest Period at such time or (iii) all CD Loans to the same Borrower which have the same Interest Period at such time; provided that, if a Committed Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Section 8.02 or 8.04, such Loan shall be included in the same Group or Groups of 8

Loans from time to time as it would have been in if it had not been so converted or made. "Governmental Authority" means any federal, state, local, foreign or other governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantor" means the Company in its capacity as guarantor of the obligations of the Eligible Subsidiaries pursuant to the provisions of Article X. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

Loans from time to time as it would have been in if it had not been so converted or made. "Governmental Authority" means any federal, state, local, foreign or other governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantor" means the Company in its capacity as guarantor of the obligations of the Eligible Subsidiaries pursuant to the provisions of Article X. "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. "Indemnitee" has the meaning set forth in Section 11.03(b). "Interest Period" means: (1) with respect to each Euro-Currency Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter, as the Company may elect in the applicable notice; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (c) below) which 9

would otherwise end on a day which is not a Euro-Currency Business Day for the relevant currency shall be extended to the next succeeding Euro-Currency Business Day for such currency unless such Euro-Currency Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Currency Business Day for such currency; (b) any Interest Period which begins on the last Euro-Currency Business Day for the relevant currency in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Currency Business Day for the relevant currency in a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (2) with respect to each CD Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending 30, 60, 90 or 180 days thereafter, as the Company may elect in the applicable notice; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.

would otherwise end on a day which is not a Euro-Currency Business Day for the relevant currency shall be extended to the next succeeding Euro-Currency Business Day for such currency unless such Euro-Currency Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Currency Business Day for such currency; (b) any Interest Period which begins on the last Euro-Currency Business Day for the relevant currency in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Currency Business Day for the relevant currency in a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (2) with respect to each CD Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending 30, 60, 90 or 180 days thereafter, as the Company may elect in the applicable notice; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (3) with respect to each Money Market LIBOR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending a minimum of one month thereafter, as the Company may elect in accordance with Section 2.03; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (c) below) which would otherwise end on a day which is not a Euro-Dollar 10

Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending such number of days thereafter (but not less than 15 days) as the Company may elect in accordance with Section 2.03; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Irish Affiliate Cash" means an amount equal to 70% of the cash and cash equivalents denominated in Dollars or in any currency which is readily exchangeable into Dollars and which is not, at such time, subject to any form of

Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and (c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (4) with respect to each Money Market Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending such number of days thereafter (but not less than 15 days) as the Company may elect in accordance with Section 2.03; provided that: (a) any Interest Period (other than an Interest Period determined pursuant to clause (b) below) which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding EuroDollar Business Day; and (b) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Irish Affiliate Cash" means an amount equal to 70% of the cash and cash equivalents denominated in Dollars or in any currency which is readily exchangeable into Dollars and which is not, at such time, subject to any form of exchange control regulation, and which are payable by their terms at an address within the United States and by a United States resident or other person having an address within the United States, such amount of cash and cash equivalents not to exceed $150,000,000 and such cash and cash equivalents to be owned by Allergan Pharmaceuticals (Ireland) Ltd., a subsidiary of Allergan Holdings, Inc., a Delaware corporation. 11

"Level I Pricing" applies at any date if, at such date, the Company's outstanding senior unsecured long-term debt securities are rated AA- or higher by S&P and Aa3 or higher by Moody's. "Level II Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated A or higher by S&P and A2 or higher by Moody's and (ii) Level I Pricing does not apply. "Level III Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB+ or higher by S&P and Baa1 or higher by Moody's and (ii) neither Level I Pricing nor Level II Pricing applies. "Level IV Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB or higher by S&P and Baa2 or higher by Moody's and (ii) none of Level I Pricing, Level II Pricing or Level III Pricing applies. "Level V Pricing" applies at any date if, at such date, no other Pricing Level applies. "LIBOR Auction" means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Level I Pricing" applies at any date if, at such date, the Company's outstanding senior unsecured long-term debt securities are rated AA- or higher by S&P and Aa3 or higher by Moody's. "Level II Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated A or higher by S&P and A2 or higher by Moody's and (ii) Level I Pricing does not apply. "Level III Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB+ or higher by S&P and Baa1 or higher by Moody's and (ii) neither Level I Pricing nor Level II Pricing applies. "Level IV Pricing" applies at any date if, at such date, (i) the Company's outstanding senior unsecured long-term debt securities are rated BBB or higher by S&P and Baa2 or higher by Moody's and (ii) none of Level I Pricing, Level II Pricing or Level III Pricing applies. "Level V Pricing" applies at any date if, at such date, no other Pricing Level applies. "LIBOR Auction" means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" means a Domestic Loan or a Euro-Currency Loan or a Money Market Loan and "Loans" means Domestic Loans or Euro-Currency Loans or Money Market Loans or any combination of the foregoing. "London Interbank Offered Rate" has the meaning set forth in Section 2.07(c). "Margin Stock" has the meaning set forth in Regulations U and G of the Board of Governors of the Federal Reserve System. 12

"Material Debt" means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $10,000,000. "Materially Adverse Effect" means any materially adverse change in the business, operations, condition (financial or otherwise) or assets of the Company and its Subsidiaries taken as a whole. "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $10,000,000. "Money Market Absolute Rate" has the meaning set forth in Section 2.03(d). "Money Market Absolute Rate Loan" means a loan made by a Bank pursuant to an Absolute Rate Auction. "Money Market Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Company and the Agent; provided that any Bank may from time to time by notice to the Company and the Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context

"Material Debt" means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $10,000,000. "Materially Adverse Effect" means any materially adverse change in the business, operations, condition (financial or otherwise) or assets of the Company and its Subsidiaries taken as a whole. "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $10,000,000. "Money Market Absolute Rate" has the meaning set forth in Section 2.03(d). "Money Market Absolute Rate Loan" means a loan made by a Bank pursuant to an Absolute Rate Auction. "Money Market Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Company and the Agent; provided that any Bank may from time to time by notice to the Company and the Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require. "Money Market LIBOR Loan" means a loan made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 8.01(a)). "Money Market Loan" means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan. "Money Market Margin" has the meaning set forth in Section 2.03(d). "Money Market Quote" means an offer by a Bank to make a Money Market Loan in accordance with Section 2.03. "Moody's" means Moody's Investors Services, Inc. "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 13

4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Notes" means promissory notes of a Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of such Borrower to repay the Loans made to it, and "Note" means any one of such promissory notes issued hereunder. "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section 2.03(f)). "Notice of Interest Rate Election" means a notice by the Company electing a type of interest rate and/or the duration of an Interest Period as provided in Section 2.09(a) or 2.10. "Parent" means, with respect to any Bank, any Person controlling such Bank. "Participant" has the meaning set forth in Section 11.06(b). "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions

4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. "Notes" means promissory notes of a Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of such Borrower to repay the Loans made to it, and "Note" means any one of such promissory notes issued hereunder. "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section 2.03(f)). "Notice of Interest Rate Election" means a notice by the Company electing a type of interest rate and/or the duration of an Interest Period as provided in Section 2.09(a) or 2.10. "Parent" means, with respect to any Bank, any Person controlling such Bank. "Participant" has the meaning set forth in Section 11.06(b). "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. 14

"Pricing Level" refers to Level I Pricing, Level II Pricing, Level III Pricing, Level IV Pricing and/or Level V Pricing. "Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate. "Quarterly Payment Date" means each March 15, June 15, September 15 and December 15. "Reference Banks" means the CD Reference Banks or the Euro-Currency Reference Banks, as the context may require, and "Reference Bank" means any one of such Reference Banks. "Required Banks" means at any time Banks having at least 66% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 66% of the aggregate unpaid Dollar Amount of the Loans. "SEC" means the U.S. Securities and Exchange Commission. "S&P" means Standard & Poor's Ratings Services. "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.

"Pricing Level" refers to Level I Pricing, Level II Pricing, Level III Pricing, Level IV Pricing and/or Level V Pricing. "Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate. "Quarterly Payment Date" means each March 15, June 15, September 15 and December 15. "Reference Banks" means the CD Reference Banks or the Euro-Currency Reference Banks, as the context may require, and "Reference Bank" means any one of such Reference Banks. "Required Banks" means at any time Banks having at least 66% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 66% of the aggregate unpaid Dollar Amount of the Loans. "SEC" means the U.S. Securities and Exchange Commission. "S&P" means Standard & Poor's Ratings Services. "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. "Termination Date" means May 10, 2001 or, if such day is not a Domestic Business Day, the next succeeding Domestic Business Day. "Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. 15

"United States" means the United States of America, including the States thereof and the District of Columbia, but excluding its territories and possessions. "Wholly-Owned Subsidiary" means any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company. SECTION 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Company that the Required Banks wish to amend Article V for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes the aggregation of Loans by one or more Banks to be made to a single Borrower pursuant to Article II on a single date, all of which Loans (i) are made in the same currency, (ii) in the case of Loans denominated in Dollars, are of the same type (subject to Article VIII)

"United States" means the United States of America, including the States thereof and the District of Columbia, but excluding its territories and possessions. "Wholly-Owned Subsidiary" means any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company. SECTION 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Company notifies the Agent that the Company wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Company that the Required Banks wish to amend Article V for such purpose), then the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Banks. SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes the aggregation of Loans by one or more Banks to be made to a single Borrower pursuant to Article II on a single date, all of which Loans (i) are made in the same currency, (ii) in the case of Loans denominated in Dollars, are of the same type (subject to Article VIII) and (iii) except in the case of Base Rate Loans, have the same Interest Period or initial Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the currency and/or pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of Article II under which participation therein is determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks participate in proportion to their Commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.03 in which the 16

Bank participants are determined on the basis of their bids in accordance therewith). SECTION 1.04. Basis for Ratings. The credit ratings to be utilized in the determination of a Pricing Level are the ratings assigned to unsecured obligations of the Company without third party credit support. Such ratings may be pending or implied ratings assigned by the relevant rating agencies if ratings for outstanding obligations of the foregoing type are not available. Ratings assigned to any obligation which is secured or which has the benefit of third party credit support shall be disregarded. ARTICLE II THE CREDITS SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to this Section from time to time prior to the Termination Date in amounts such that the aggregate Dollar Amount of Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, provided that any Money Market Loan made by a Bank shall not reduce such Bank's Commitment with respect to its pro rata portion of any Loan which is not a Money Market Loan. Each Borrowing of Dollar- Denominated Loans under this Section shall be in an aggregate principal amount of at least $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)). Each Borrowing in an Alternative Currency shall be in an aggregate Dollar Amount of at least $10,000,000. Each Borrowing under this Section, in any currency, shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section, repay, or to the extent permitted by Section 2.12, prepay Loans and reborrow at any time prior to the Termination Date under this Section. SECTION 2.02. Notice of Committed Borrowings. The Company shall give the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M. (New York City time) on (i) the date of each Base Rate

Bank participants are determined on the basis of their bids in accordance therewith). SECTION 1.04. Basis for Ratings. The credit ratings to be utilized in the determination of a Pricing Level are the ratings assigned to unsecured obligations of the Company without third party credit support. Such ratings may be pending or implied ratings assigned by the relevant rating agencies if ratings for outstanding obligations of the foregoing type are not available. Ratings assigned to any obligation which is secured or which has the benefit of third party credit support shall be disregarded. ARTICLE II THE CREDITS SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to this Section from time to time prior to the Termination Date in amounts such that the aggregate Dollar Amount of Committed Loans by such Bank at any one time outstanding to all Borrowers shall not exceed the amount of its Commitment, provided that any Money Market Loan made by a Bank shall not reduce such Bank's Commitment with respect to its pro rata portion of any Loan which is not a Money Market Loan. Each Borrowing of Dollar- Denominated Loans under this Section shall be in an aggregate principal amount of at least $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(c)). Each Borrowing in an Alternative Currency shall be in an aggregate Dollar Amount of at least $10,000,000. Each Borrowing under this Section, in any currency, shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrowers may borrow under this Section, repay, or to the extent permitted by Section 2.12, prepay Loans and reborrow at any time prior to the Termination Date under this Section. SECTION 2.02. Notice of Committed Borrowings. The Company shall give the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M. (New York City time) on (i) the date of each Base Rate Borrowing, (ii) the second Domestic Business Day before each CD Borrowing, (iii) the third Euro-Dollar Business Day before each Euro- Dollar Borrowing and (iv) the fourth Euro-Currency Business Day before each Alternative Currency Borrowing, specifying: 17

(a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Currency Business Day for the relevant currency in the case of a Euro-Currency Borrowing; (b) the currency and aggregate amount (in such currency) of such Borrowing; (c) if such Borrowing is comprised of Dollar-Denominated Loans, whether such Loans are to be CD Loans, Base Rate Loans or Euro-Dollar Loans; and (d) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In addition to Committed Borrowings pursuant to Section 2.01, the Company may, as set forth in this Section, request the Banks to make offers to make Money Market Loans to any of the Borrowers. The Banks may, but shall have no obligation to, make such offers and the Company may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) Money Market Quote Request. When the Company wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Agent by telex or facsimile transmission a Money Market Quote Request substantially in the form of Exhibit B hereto so as to be received no later than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the

(a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Currency Business Day for the relevant currency in the case of a Euro-Currency Borrowing; (b) the currency and aggregate amount (in such currency) of such Borrowing; (c) if such Borrowing is comprised of Dollar-Denominated Loans, whether such Loans are to be CD Loans, Base Rate Loans or Euro-Dollar Loans; and (d) in the case of a Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In addition to Committed Borrowings pursuant to Section 2.01, the Company may, as set forth in this Section, request the Banks to make offers to make Money Market Loans to any of the Borrowers. The Banks may, but shall have no obligation to, make such offers and the Company may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) Money Market Quote Request. When the Company wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Agent by telex or facsimile transmission a Money Market Quote Request substantially in the form of Exhibit B hereto so as to be received no later than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction; 18

(ii) the aggregate amount of such Borrowing, which shall be $5,000,000 or a larger multiple of $1,000,000; (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The Company may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Euro-Dollar Business Days (or such other number of days as the Company and the Agent may agree) of any other Money Market Quote Request. (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money Market Quote Request, the Agent shall send to the Banks by telex or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit C hereto, which shall constitute an invitation by the Company to each Bank to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) Submission and Contents of Money Market Quotes. (i) Each Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Agent by telex or facsimile transmission at its office in New York City referred to in Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the

(ii) the aggregate amount of such Borrowing, which shall be $5,000,000 or a larger multiple of $1,000,000; (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The Company may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Euro-Dollar Business Days (or such other number of days as the Company and the Agent may agree) of any other Money Market Quote Request. (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money Market Quote Request, the Agent shall send to the Banks by telex or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit C hereto, which shall constitute an invitation by the Company to each Bank to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) Submission and Contents of Money Market Quotes. (i) Each Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Agent by telex or facsimile transmission at its office in New York City referred to in Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:45 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such affiliate notifies the Company of the terms of the offer or offers contained therein not later than (x) one 19

hour prior to the deadline for the other Banks, in the case of a LIBOR Auction, or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles III and VI, any Money Market Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (A) the proposed date of Borrowing, (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, (C) in the case of a LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Money Market Margin") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Money Market Absolute Rate") offered for each such Money Market Loan, and (E) the identity of the quoting Bank.

hour prior to the deadline for the other Banks, in the case of a LIBOR Auction, or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles III and VI, any Money Market Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Money Market Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (A) the proposed date of Borrowing, (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted, (C) in the case of a LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Money Market Margin") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Money Market Absolute Rate") offered for each such Money Market Loan, and (E) the identity of the quoting Bank. A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it: (A) is not substantially in conformity with Exhibit D hereto or does not specify all of the information required by subsection (d)(ii); 20

(B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) Notice to Borrower. The Agent shall promptly notify the Company of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Agent's notice to the Company shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall

(B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) Notice to Borrower. The Agent shall promptly notify the Company of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Agent's notice to the Company shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Company shall notify the Agent of the acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a "Notice of Money Market Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Company may accept any Money Market Quote in whole or in part; provided that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request, 21

(ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement. (g) Allocation by Agent. If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof (including the name of the Borrower) and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by such Borrower.

(ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, and (iv) the Company may not accept any offer that is described in subsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement. (g) Allocation by Agent. If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof (including the name of the Borrower) and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by such Borrower. (b) On the date of each Borrowing, each Bank participating therein shall: (i) if such Borrowing is to be made in Dollars, make available its share of such Borrowing in Dollars, not later than 12:00 Noon (New York City time), in Federal or other funds immediately available in New York City, to the Agent at its address in New York City referred to in Section 11.01; or (ii) if such Borrowing is to be made in an Alternative Currency, make available its share of such Borrowing in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative 22

Currency) to the account of the Agent at such time and place as shall have been notified by the Agent to the Banks by not less than four Domestic Business Days' notice. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Banks available to the relevant Borrower at the aforesaid address or place. (c) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (b) of this Section and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable Adjusted London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement.

Currency) to the account of the Agent at such time and place as shall have been notified by the Agent to the Banks by not less than four Domestic Business Days' notice. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Banks available to the relevant Borrower at the aforesaid address or place. (c) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (b) of this Section and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable Adjusted London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. SECTION 2.05. Notes. (a) The Loans of each Bank to each Borrower shall be evidenced by a single Note of such Borrower payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans to such Borrower. (b) Each Bank may, by notice to a Borrower and the Agent, request that its Loans of a particular type to such Borrower be evidenced by a separate Note of such Borrower in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to 23

refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of Notes from any Borrower pursuant to Section 3.01(b) or 3.03(b), the Agent shall forward such Notes to the Banks. Each Bank shall record the date, currency, amount (in such currency), type and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any of its Notes, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to the relevant Borrower then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Note of such Borrower and to attach to and make a part of any Note a continuation of any such schedule as and when required. SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (b) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Borrowing. SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due or is converted to a different type of Loan, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears

refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of Notes from any Borrower pursuant to Section 3.01(b) or 3.03(b), the Agent shall forward such Notes to the Banks. Each Bank shall record the date, currency, amount (in such currency), type and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any of its Notes, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to the relevant Borrower then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Note of such Borrower and to attach to and make a part of any Note a continuation of any such schedule as and when required. SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date (or, if the Termination Date is not a Euro-Currency Business Day for the relevant currency, the next preceding Euro-Currency Business Day for such currency). (b) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Borrowing. SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due or is converted to a different type of Loan, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date and, with respect to the principal amount of any Base Rate Loan converted to a different type of Loan, on the date such principal amount is so converted. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (b) Each CD Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the 24

sum of the CD Margin plus the applicable Adjusted CD Rate; provided that if any CD Loan or any portion thereof shall, as a result of clause (2)(b) of the definition of Interest Period, have an Interest Period of less than 30 days, such portion shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 90 days, 90 days after the first day thereof. Any overdue principal of or interest on any CD Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin plus the Adjusted CD Rate applicable to such Loan immediately before it became overdue and (ii) the Base Rate for such day. "CD Margin" means (i) 0.265% for any day on which Level I Pricing applies, (ii) 0.275% for any day on which Level II Pricing applies, (iii) 0.325% for any day on which Level III Pricing applies, (iv) 0.350% for any day on which Level IV Pricing applies and (v) 0.4375% for any day on which Level V Pricing applies. The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:
[ CDBR ]* [----------] + AR [1.00 - DRP] Adjusted CD Rate CD Base Rate Domestic Reserve Percentage Assessment Rate

ACDR

=

ACDR CDBR DRP AR

= = = =

sum of the CD Margin plus the applicable Adjusted CD Rate; provided that if any CD Loan or any portion thereof shall, as a result of clause (2)(b) of the definition of Interest Period, have an Interest Period of less than 30 days, such portion shall bear interest during such Interest Period at the rate applicable to Base Rate Loans during such period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 90 days, 90 days after the first day thereof. Any overdue principal of or interest on any CD Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin plus the Adjusted CD Rate applicable to such Loan immediately before it became overdue and (ii) the Base Rate for such day. "CD Margin" means (i) 0.265% for any day on which Level I Pricing applies, (ii) 0.275% for any day on which Level II Pricing applies, (iii) 0.325% for any day on which Level III Pricing applies, (iv) 0.350% for any day on which Level IV Pricing applies and (v) 0.4375% for any day on which Level V Pricing applies. The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:
[ CDBR ]* [----------] + AR [1.00 - DRP] Adjusted CD Rate CD Base Rate Domestic Reserve Percentage Assessment Rate

ACDR

=

ACDR CDBR DRP AR

= = = =

* The amount in brackets being rounded upward, if necessary, to the next higher 1/100 of 1%. The "CD Base Rate" applicable to any Interest Period is the rate of interest determined by the Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period by two or more New York certificate of deposit dealers of recognized standing for the purchase at face value from each CD Reference Bank of its certificates of deposit in an amount comparable to the principal amount of the CD Loan of 25

such CD Reference Bank to which such Interest Period applies and having a maturity comparable to such Interest Period. "Domestic Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of new non-personal time deposits in dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Domestic Reserve Percentage. "Assessment Rate" means for any day the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as adequately capitalized and within supervisory subgroup "A" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. Section 327.4(a) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporation's (or such successor's) insuring time deposits at offices of such institution in the United States. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Assessment Rate. (c) Each Euro-Currency Loan shall bear interest on the outstanding principal amount thereof, for each Interest

such CD Reference Bank to which such Interest Period applies and having a maturity comparable to such Interest Period. "Domestic Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of new non-personal time deposits in dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Domestic Reserve Percentage. "Assessment Rate" means for any day the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as adequately capitalized and within supervisory subgroup "A" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. Section 327.4(a) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporation's (or such successor's) insuring time deposits at offices of such institution in the United States. The Adjusted CD Rate shall be adjusted automatically on and as of the effective date of any change in the Assessment Rate. (c) Each Euro-Currency Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Currency Margin plus the applicable Adjusted London Interbank Offered Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, three months after the first day thereof. "Euro-Currency Margin" means (i) 0.140% for any day on which Level I Pricing applies, (ii) 0.150% for any day on which Level II Pricing applies, (iii) 0.200% for any day on which Level III Pricing applies, (iv) 0.225% for any day on which Level IV Pricing applies and (v) 0.3125% for any day on which Level V Pricing applies The "Adjusted London Interbank Offered Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward if necessary, to the next higher 1/100 of 1%) by dividing (i) the 26

applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Currency Reserve Percentage. The "London Interbank Offered Rate" applicable to any Interest Period means the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which deposits in the relevant currency are offered to each of the Euro-Currency Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Euro-Currency Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Currency Loan of such EuroCurrency Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "Euro-Currency Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Currency Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Currency Reserve Percentage. (d) Any overdue principal of or interest on any Euro-Currency Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the Euro-Currency Margin plus the higher of (i) the Adjusted London Interbank Offered Rate applicable to such Loan immediately before it became overdue and (ii) the quotient obtained (rounded upward if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if

applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Currency Reserve Percentage. The "London Interbank Offered Rate" applicable to any Interest Period means the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which deposits in the relevant currency are offered to each of the Euro-Currency Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Euro-Currency Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Currency Loan of such EuroCurrency Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "Euro-Currency Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Currency Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Currency Reserve Percentage. (d) Any overdue principal of or interest on any Euro-Currency Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the Euro-Currency Margin plus the higher of (i) the Adjusted London Interbank Offered Rate applicable to such Loan immediately before it became overdue and (ii) the quotient obtained (rounded upward if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Currency Business Days, then for such other period of time not longer than six months as the Agent may select) deposits in the relevant currency in an amount approximately equal to such overdue payment due to each of the Euro-Currency Reference Banks are offered to such Euro-Currency Reference Bank in the London interbank 27

market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Currency Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the Base Rate for such day). (e) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.07(c) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (f) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Company and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) Each Reference Bank agrees to use its best efforts to furnish quotations to the Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Section 8.01 shall apply.

market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Currency Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the Base Rate for such day). (e) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.07(c) as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day. (f) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Company and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (g) Each Reference Bank agrees to use its best efforts to furnish quotations to the Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Section 8.01 shall apply. SECTION 2.08. Facility Fees. The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the Facility Fee Rate for such day. Such facility fee shall accrue (i) for each day from and including the Effective Date to but excluding the Termination Date (or earlier date on which the Commitments 28

terminate in their entirety), on the aggregate amount of the Commitments (whether used or unused) in effect on such day and (ii) for each day from and including the date on which the Commitments terminate in their entirety to but excluding the date on which the Loans shall be repaid in their entirety, on the aggregate Dollar Amount of the Loans outstanding on such day. Such fees shall be payable quarterly in arrears on each Quarterly Payment Date, and on the date on which the Commitments terminate in their entirety (and, if later, the date on which the Loans shall be repaid in their entirety). "Facility Fee Rate" means (i) 0.060% per annum for any day on which Level I Pricing applies, (ii) 0.075% per annum for any day on which Level II Pricing applies, (iii) 0.100% per annum for any day on which Level III Pricing applies, (iv) 0.125% per annum for any day on which Level IV Pricing applies and (v) 0.1875% per annum for any day on which Level V Pricing applies. SECTION 2.09. Method of Electing Types of Interest Rates and Interest Periods for Dollar-Denominated Loans. (a) The Loans included in each Committed Dollar-Denominated Borrowing shall bear interest initially at the type of interest rate specified by the Company in the applicable Notice of Borrowing. Thereafter, the Company may from time to time elect to change or continue the type of interest rate borne by each Group of Dollar-Denominated Loans (subject to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans, the Company may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Company may elect to convert such Loans to Base Rate Loans or EuroDollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion on any day other than the last day of the then current Interest Period

terminate in their entirety), on the aggregate amount of the Commitments (whether used or unused) in effect on such day and (ii) for each day from and including the date on which the Commitments terminate in their entirety to but excluding the date on which the Loans shall be repaid in their entirety, on the aggregate Dollar Amount of the Loans outstanding on such day. Such fees shall be payable quarterly in arrears on each Quarterly Payment Date, and on the date on which the Commitments terminate in their entirety (and, if later, the date on which the Loans shall be repaid in their entirety). "Facility Fee Rate" means (i) 0.060% per annum for any day on which Level I Pricing applies, (ii) 0.075% per annum for any day on which Level II Pricing applies, (iii) 0.100% per annum for any day on which Level III Pricing applies, (iv) 0.125% per annum for any day on which Level IV Pricing applies and (v) 0.1875% per annum for any day on which Level V Pricing applies. SECTION 2.09. Method of Electing Types of Interest Rates and Interest Periods for Dollar-Denominated Loans. (a) The Loans included in each Committed Dollar-Denominated Borrowing shall bear interest initially at the type of interest rate specified by the Company in the applicable Notice of Borrowing. Thereafter, the Company may from time to time elect to change or continue the type of interest rate borne by each Group of Dollar-Denominated Loans (subject to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans, the Company may elect to convert such Loans to CD Loans as of any Domestic Business Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day; (ii) if such Loans are CD Loans, the Company may elect to convert such Loans to Base Rate Loans or EuroDollar Loans or elect to continue such Loans as CD Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion on any day other than the last day of the then current Interest Period applicable to such CD Loans; (iii) if such Loans are Euro-Dollar Loans, the Company may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.14 in the case of any such conversion on any day other than the last day of the 29

then current Interest Period applicable to such Euro-Dollar Loans. Each such election shall be made by delivering a notice to the Agent not later than 10:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as CD Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least three Domestic Business Days before such conversion or continuation is to be effective). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amount of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $5,000,000. If no such notice is timely received prior to the end of an Interest Period, the Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans. (b) Each Notice of Interest Rate Election delivered pursuant to subsection (a) above shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the

then current Interest Period applicable to such Euro-Dollar Loans. Each such election shall be made by delivering a notice to the Agent not later than 10:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as CD Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least three Domestic Business Days before such conversion or continuation is to be effective). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amount of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $5,000,000. If no such notice is timely received prior to the end of an Interest Period, the Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans. (b) Each Notice of Interest Rate Election delivered pursuant to subsection (a) above shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as CD Loans or Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Upon receipt of a Notice of Interest Rate Election from the Company pursuant to subsection (a) above, 30

the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Company. SECTION 2.10. Method of Electing Interest Periods for Alternative Currency Loans; Required Prepayments. (a) The initial Interest Period for each Group of Alternative Currency Loans shall be specified by the Company in the applicable Notice of Borrowing. The Company may specify the duration of each subsequent Interest Period applicable to such Group of Loans by delivering to the Agent, not later that 10:00 A.M. (New York City time) on the third Euro-Currency Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans (or portion thereof) to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). If no such Notice of Interest Rate Election is timely received by the Agent before the end of any applicable Interest Period, the Company shall be deemed to have elected that the subsequent Interest Period for such Group of Loans shall have a duration of one month (subject to the provisions of the definition of Interest Period). (b) Three Euro-Currency Business Days before the end of each Interest Period applicable to any Group of Alternative Currency Loans, the Agent shall notify the Company as to the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 9:00 A.M. (New York City time) on such day and the aggregate Dollar Amount of such Group of Loans as recalculated on the basis of such spot buying rate. On the last day of such Interest Period the relevant Borrower shall prepay such Group of Loans ratably to the extent (if any) required so that, at the beginning of the next Interest Period applicable thereto (and giving effect to such recalculation of the Dollar Amount thereof), (i) the aggregate Dollar Amount of Committed Loans by each Bank then outstanding to all Borrowers does not exceed the amount of such Bank's Commitment, (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries does not exceed $100,000,000 and (iii)

the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Company. SECTION 2.10. Method of Electing Interest Periods for Alternative Currency Loans; Required Prepayments. (a) The initial Interest Period for each Group of Alternative Currency Loans shall be specified by the Company in the applicable Notice of Borrowing. The Company may specify the duration of each subsequent Interest Period applicable to such Group of Loans by delivering to the Agent, not later that 10:00 A.M. (New York City time) on the third Euro-Currency Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans (or portion thereof) to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). If no such Notice of Interest Rate Election is timely received by the Agent before the end of any applicable Interest Period, the Company shall be deemed to have elected that the subsequent Interest Period for such Group of Loans shall have a duration of one month (subject to the provisions of the definition of Interest Period). (b) Three Euro-Currency Business Days before the end of each Interest Period applicable to any Group of Alternative Currency Loans, the Agent shall notify the Company as to the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 9:00 A.M. (New York City time) on such day and the aggregate Dollar Amount of such Group of Loans as recalculated on the basis of such spot buying rate. On the last day of such Interest Period the relevant Borrower shall prepay such Group of Loans ratably to the extent (if any) required so that, at the beginning of the next Interest Period applicable thereto (and giving effect to such recalculation of the Dollar Amount thereof), (i) the aggregate Dollar Amount of Committed Loans by each Bank then outstanding to all Borrowers does not exceed the amount of such Bank's Commitment, (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries does not exceed $100,000,000 and (iii) the aggregate Dollar Amount of all Loans then outstanding to all Borrowers does not exceed the aggregate amount of the Commitments. (c) If on or before the first day of any Interest Period applicable to any Group of Alternative Currency Loans, there shall occur any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agent make it impracticable for such 31

Group of Loans to continue to be denominated in the relevant Alternative Currency, the Agent shall forthwith give notice thereof to the Company and the Banks, in which event the relevant Borrower shall repay such Group of Loans in full on the later of (i) the last day of the immediately preceding Interest Period or (ii) the third EuroCurrency Business Day after the Company receives such notice from the Agent. Such Group of Loans shall bear interest on and after the last day of such immediately preceding Interest Period at a rate per annum determined for each day as provided in Section 2.07(d) (except that if the repayment due date is determined pursuant to the foregoing clause (ii), the 2% per annum additional interest applicable to overdue amounts shall not apply prior to such due date). SECTION 2.11. Termination or Reduction of Commitments. (a) The Company may, upon at least three Domestic Business Days' notice to the Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any larger multiple thereof, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. (b) The Commitments shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date. SECTION 2.12. Optional Prepayments. (a) Any Borrower may: (i) upon at least one Domestic Business Day's notice to the Agent, prepay its Group of Base Rate Loans (or any Money Market Loans bearing interest at the Base Rate pursuant to Section 8.01(a)), in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000; (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.14, prepay any

Group of Loans to continue to be denominated in the relevant Alternative Currency, the Agent shall forthwith give notice thereof to the Company and the Banks, in which event the relevant Borrower shall repay such Group of Loans in full on the later of (i) the last day of the immediately preceding Interest Period or (ii) the third EuroCurrency Business Day after the Company receives such notice from the Agent. Such Group of Loans shall bear interest on and after the last day of such immediately preceding Interest Period at a rate per annum determined for each day as provided in Section 2.07(d) (except that if the repayment due date is determined pursuant to the foregoing clause (ii), the 2% per annum additional interest applicable to overdue amounts shall not apply prior to such due date). SECTION 2.11. Termination or Reduction of Commitments. (a) The Company may, upon at least three Domestic Business Days' notice to the Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any larger multiple thereof, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. (b) The Commitments shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date. SECTION 2.12. Optional Prepayments. (a) Any Borrower may: (i) upon at least one Domestic Business Day's notice to the Agent, prepay its Group of Base Rate Loans (or any Money Market Loans bearing interest at the Base Rate pursuant to Section 8.01(a)), in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000; (ii) upon at least three Euro-Dollar Business Days' notice to the Agent, subject to Section 2.14, prepay any Group of CD Loans or Group of Euro-Dollar Loans, in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000; or (iii) upon at least three Euro-Currency Business Days' notice to the Agent, subject to Section 2.14, prepay any Group of Alternative Currency Loans, in whole at any time, or from time to time in part; 32

provided that the aggregate Dollar Amount of any partial prepayment is at least $5,000,000; in each case, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans. (b) Except as provided in Section 8.02, no Borrower may prepay all or any portion of the principal amount of any Money Market Loan (except a Money Market Loan bearing interest at the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. SECTION 2.13. General Provisions as to Payments. (a) Each payment of principal of, and interest on, the Dollar-Denominated Loans and each payment of fees hereunder, shall be made in Dollars not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address in New York City referred to in Section 11.01. (b) Each payment of principal of, and interest on, the Alternative Currency Loans shall be made in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, for the account of the Agent at such time and at such place as shall have been notified by the Agent to the Company and the Banks by not less than four Euro-Currency Business Days' notice.

provided that the aggregate Dollar Amount of any partial prepayment is at least $5,000,000; in each case, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans. (b) Except as provided in Section 8.02, no Borrower may prepay all or any portion of the principal amount of any Money Market Loan (except a Money Market Loan bearing interest at the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. SECTION 2.13. General Provisions as to Payments. (a) Each payment of principal of, and interest on, the Dollar-Denominated Loans and each payment of fees hereunder, shall be made in Dollars not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address in New York City referred to in Section 11.01. (b) Each payment of principal of, and interest on, the Alternative Currency Loans shall be made in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, for the account of the Agent at such time and at such place as shall have been notified by the Agent to the Company and the Banks by not less than four Euro-Currency Business Days' notice. (c) Promptly upon receiving any payment for the account of the Banks, the Agent will distribute to each Bank, in the currency and type of funds received by the Agent, such Bank's ratable share of such payment. (d) Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Currency Loans shall be due on a day which is not a Euro-Currency Business Day for the relevant currency, the date for payment thereof shall be 33

extended to the next succeeding Euro-Currency Business Day for such currency, unless such Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Currency Business Day for such currency. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding EuroDollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (e) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due from any Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at (i) the Federal Funds Rate (if such amount was distributed in Dollars) or (ii) the rate per annum at which one day deposits in the relevant currency are offered to the Agent in the London interbank market for such day (if such amount was distributed in an Alternative Currency). SECTION 2.14. Funding Losses. If a Borrower makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Section 2.12, Article VI or VIII or otherwise) on any day other than the last day of an Interest

extended to the next succeeding Euro-Currency Business Day for such currency, unless such Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Currency Business Day for such currency. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding EuroDollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (e) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due from any Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at (i) the Federal Funds Rate (if such amount was distributed in Dollars) or (ii) the rate per annum at which one day deposits in the relevant currency are offered to the Agent in the London interbank market for such day (if such amount was distributed in an Alternative Currency). SECTION 2.14. Funding Losses. If a Borrower makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Section 2.12, Article VI or VIII or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.07(d), or if a Borrower fails to borrow any Fixed Rate Loans (including a failure to borrow in an Alternative Currency due to the occurrence of any event described in Section 3.02(f)) after notice has been given to any Bank in accordance with Section 2.04(a), such Borrower shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after 34

any such payment or failure to borrow, provided that such Bank shall have delivered to such Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. SECTION 2.15. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). SECTION 2.16. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under any Note in the currency expressed to be payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the specified currency with such other currency at the Agent's New York office on the Euro-Currency Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Bank or the Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that, on the Euro-Currency Business Day following receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Bank or the Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Bank or the Agent, as the case may be, in the specified currency, the relevant Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds

any such payment or failure to borrow, provided that such Bank shall have delivered to such Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. SECTION 2.15. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). SECTION 2.16. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under any Note in the currency expressed to be payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the specified currency with such other currency at the Agent's New York office on the Euro-Currency Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Bank or the Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that, on the Euro-Currency Business Day following receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Bank or the Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Bank or the Agent, as the case may be, in the specified currency, the relevant Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Bank or the Agent, as the case may be, in the specified currency and (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate payment to such Bank under Section 11.04, such Bank or the Agent, as the case may be, agrees to remit such excess to the relevant Borrower. 35

ARTICLE III CONDITIONS SECTION 3.01. Effectiveness. This Amendment shall become effective, and the Agreement shall be amended and restated to read in full as set forth herein, when the Agent shall have received: (a) counterparts of this Amendment signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, by the Agent shall have received, in form satisfactory to it, facsimile, telex or other written confirmation from such party that it has executed a counterpart hereof); (b) a duly executed Note of the Company for the account of each Bank, dated on or before the Effective Date and complying with the provisions of Section 2.05; (c) for the account of each Bank, all unpaid fees accrued under Section 2.08 of the Agreement to but excluding the Effective Date; (d) an opinion of Francis R. Tunney, Jr., Esq., Corporate Vice President and General Counsel of the Company, substantially in the form of Exhibit E hereto, each such opinion to cover such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) an opinion of Davis Polk & Wardwell, special counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and

ARTICLE III CONDITIONS SECTION 3.01. Effectiveness. This Amendment shall become effective, and the Agreement shall be amended and restated to read in full as set forth herein, when the Agent shall have received: (a) counterparts of this Amendment signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, by the Agent shall have received, in form satisfactory to it, facsimile, telex or other written confirmation from such party that it has executed a counterpart hereof); (b) a duly executed Note of the Company for the account of each Bank, dated on or before the Effective Date and complying with the provisions of Section 2.05; (c) for the account of each Bank, all unpaid fees accrued under Section 2.08 of the Agreement to but excluding the Effective Date; (d) an opinion of Francis R. Tunney, Jr., Esq., Corporate Vice President and General Counsel of the Company, substantially in the form of Exhibit E hereto, each such opinion to cover such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (e) an opinion of Davis Polk & Wardwell, special counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (f) all documents the Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement and the Notes of the Company, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. The Agent shall promptly notify the Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. SECTION 3.02. Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: 36

(a) the fact that the Effective Date shall have occurred on or prior to May 25, 1996; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that, immediately after such Borrowing, (i) the aggregate Dollar Amount of all Loans then outstanding to all Borrowers will not exceed the aggregate amount of the Commitments and (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries shall not exceed $100,000,000; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Borrowers contained in this Agreement shall be true on and as of the date of such Borrowing; and (f) in the case of an Alternative Currency Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agent make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Company on the date of such Borrowing as to the facts specified in clauses

(a) the fact that the Effective Date shall have occurred on or prior to May 25, 1996; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that, immediately after such Borrowing, (i) the aggregate Dollar Amount of all Loans then outstanding to all Borrowers will not exceed the aggregate amount of the Commitments and (ii) the aggregate Dollar Amount of all Loans then outstanding to all Eligible Subsidiaries shall not exceed $100,000,000; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Borrowers contained in this Agreement shall be true on and as of the date of such Borrowing; and (f) in the case of an Alternative Currency Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agent make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Company on the date of such Borrowing as to the facts specified in clauses (c), (d) and (e) of this Section. SECTION 3.03. First Borrowing by Each Eligible Subsidiary. The obligation of each Bank to make a Loan on the occasion of the first Borrowing by each Eligible Subsidiary is subject to the satisfaction of the following further conditions: (a) receipt by the Agent of an Election to Participate duly executed by such Eligible Subsidiary and the Company; (b) receipt by the Agent for the account of each Bank of a duly executed Note of such Eligible Subsidiary, dated on or before the date of such 37

Borrowing and complying with the provisions of Section 2.05; and (c) receipt by the Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the corporate authority for and the validity of its Election to Participate (if any), this Agreement and its Notes, and any other matters relevant thereto, all in form and substance satisfactory to the Agent. ARTICLE IV REPRESENTATIONS AND WARRANTIES The Company represents and warrants that: SECTION 4.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and its Notes are within the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Borrowing and complying with the provisions of Section 2.05; and (c) receipt by the Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the corporate authority for and the validity of its Election to Participate (if any), this Agreement and its Notes, and any other matters relevant thereto, all in form and substance satisfactory to the Agent. ARTICLE IV REPRESENTATIONS AND WARRANTIES The Company represents and warrants that: SECTION 4.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. SECTION 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and its Notes are within the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 4.03. Binding Effect. This Agreement constitutes a valid and binding agreement of the Company and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Company. SECTION 4.04. Financial Information. (a) The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 1995 and the related consolidated statements of earnings and cash flows 38

for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 1995 there has been no material adverse change in the business, financial position, assets, liabilities or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 4.05. Litigation. There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any Governmental Authority in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business or consolidated financial position of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of this Agreement or its Notes. SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for

for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 1995 there has been no material adverse change in the business, financial position, assets, liabilities or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. SECTION 4.05. Litigation. There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any Governmental Authority in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business or consolidated financial position of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of this Agreement or its Notes. SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. SECTION 4.07. Environmental Matters. In the ordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with 39

environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Materially Adverse Effect. SECTION 4.08. Taxes. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except assessments which are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the reasonable opinion of the Company, adequate. SECTION 4.09. Not an Investment Company. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. SECTION 4.10. Full Disclosure. All Information (as defined below) heretofore furnished by the Company is, and all Information hereafter furnished by the Company will be, true and accurate in all material respects on the date as of which such Information is dated or certified (except for any projections included therein, which projections shall have provided reasonable estimations of future performance for the periods covered thereby subject to the uncertainty and approximation inherent in any projections) and not incomplete by omitting to state anything necessary to make such Information not misleading at such time except to the extent later Information

environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Materially Adverse Effect. SECTION 4.08. Taxes. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except assessments which are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the reasonable opinion of the Company, adequate. SECTION 4.09. Not an Investment Company. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. SECTION 4.10. Full Disclosure. All Information (as defined below) heretofore furnished by the Company is, and all Information hereafter furnished by the Company will be, true and accurate in all material respects on the date as of which such Information is dated or certified (except for any projections included therein, which projections shall have provided reasonable estimations of future performance for the periods covered thereby subject to the uncertainty and approximation inherent in any projections) and not incomplete by omitting to state anything necessary to make such Information not misleading at such time except to the extent later Information could reasonably have been expected to supersede earlier Information. As used in this Section, the term "Information" means (i) the information set forth in the Company's report on Form 10-K for its fiscal year ended December 31, 1995 and in all subsequent reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and registration statements (excluding exhibits thereto and any registration statements on Form S-8 or its equivalent) which the Company shall have filed with the SEC and (ii) all 40

other information furnished by the Company to the Agent or any Bank for purposes of or in connection with this Agreement, but only if such other information is (x) financial information, (y) furnished in writing to all the Banks or to the Agent for distribution to all the Banks or (z) furnished at a meeting to which all the Banks were invited. SECTION 4.11. Subsidiaries. Each of the Company's corporate Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where failures to obtain such licenses, authorizations, consents and approvals would not, in the aggregate, have a Materially Adverse Effect. SECTION 4.12. Good Title to Properties. The Company and its Subsidiaries have good and marketable title to their respective properties and assets (except properties and assets that, in the aggregate, are not material to the Company and its Subsidiaries taken as a whole), subject to no Liens of any kind, except such as would be permitted under Section 5.10. SECTION 4.13. Trademarks, Patents, etc. Except as disclosed to the Banks in Exhibit J hereto, the Company and its Subsidiaries possess trademarks, trade names, copyrights, patents and licenses, or rights in any thereof, adequate in all material respects for the conduct of their business (taken as a whole) as now conducted, without material conflict with the rights or, to the best knowledge of the Company, any claimed rights of others. ARTICLE V COVENANTS The Company agrees that, so long as any Bank has any Commitment hereunder or any amount payable under

other information furnished by the Company to the Agent or any Bank for purposes of or in connection with this Agreement, but only if such other information is (x) financial information, (y) furnished in writing to all the Banks or to the Agent for distribution to all the Banks or (z) furnished at a meeting to which all the Banks were invited. SECTION 4.11. Subsidiaries. Each of the Company's corporate Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where failures to obtain such licenses, authorizations, consents and approvals would not, in the aggregate, have a Materially Adverse Effect. SECTION 4.12. Good Title to Properties. The Company and its Subsidiaries have good and marketable title to their respective properties and assets (except properties and assets that, in the aggregate, are not material to the Company and its Subsidiaries taken as a whole), subject to no Liens of any kind, except such as would be permitted under Section 5.10. SECTION 4.13. Trademarks, Patents, etc. Except as disclosed to the Banks in Exhibit J hereto, the Company and its Subsidiaries possess trademarks, trade names, copyrights, patents and licenses, or rights in any thereof, adequate in all material respects for the conduct of their business (taken as a whole) as now conducted, without material conflict with the rights or, to the best knowledge of the Company, any claimed rights of others. ARTICLE V COVENANTS The Company agrees that, so long as any Bank has any Commitment hereunder or any amount payable under any Note remains unpaid: SECTION 5.01. Information. The Company will deliver to each of the Banks: (a) as soon as available and in any event within 105 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such 41

fiscal year and the related consolidated statements of earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in a manner acceptable to the SEC by KPMG Peat Marwick LLP or other independent public accountants of nationally recognized standing; (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related unaudited consolidated statements of earnings and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, setting forth in the case of such earnings and cash flows in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 5.07 to 5.10, inclusive, on the date of such financial statements (including, without limitation, the amount of Irish Affiliate Cash) and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement

fiscal year and the related consolidated statements of earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in a manner acceptable to the SEC by KPMG Peat Marwick LLP or other independent public accountants of nationally recognized standing; (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related unaudited consolidated statements of earnings and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, setting forth in the case of such earnings and cash flows in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Company; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 5.07 to 5.10, inclusive, on the date of such financial statements (including, without limitation, the amount of Irish Affiliate Cash) and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the firm of independent public accountants which reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c) above; 42

(e) within five days after any officer of the Company obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (f) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; (g) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed with the SEC; (h) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details

(e) within five days after any officer of the Company obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (f) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; (g) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed with the SEC; (h) if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details 43

as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; (i) promptly upon any officer of the Company obtaining knowledge thereof, notice of any actual or proposed change in the rating of the Company's outstanding senior unsecured long term debt securities by S&P or Moody's; and (j) from time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Agent, at the request of any Bank, may reasonably request. SECTION 5.02. Payment of Obligations. The Company will pay and discharge, and will cause its Subsidiaries to pay and discharge, at or before maturity (or the expiration of any applicable grace period, as the case may be), all Material Debt and all other material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each Subsidiary to maintain, in accordance with generally accepted accounting principles, appropriate reserves (on a consolidated basis) for the accrual of any of the same. SECTION 5.03. Maintenance of Property; Insurance. (a) The Company will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted; provided that the Company and its Subsidiaries shall not be required to maintain any property or properties which are, in the reasonable opinion of the Company, not material to the business of the Company and its Consolidated Subsidiaries taken as a whole. (b) The Company and its Subsidiaries will maintain (i) physical damage insurance on all their real and personal properties (except properties that, in aggregate, are not material to the Company and its Subsidiaries taken as a whole) on an all risks basis (including the perils of flood and quake), covering the repair and replacement cost of all such property and consequential loss coverage for business interruption and extra expense, and

as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; (i) promptly upon any officer of the Company obtaining knowledge thereof, notice of any actual or proposed change in the rating of the Company's outstanding senior unsecured long term debt securities by S&P or Moody's; and (j) from time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Agent, at the request of any Bank, may reasonably request. SECTION 5.02. Payment of Obligations. The Company will pay and discharge, and will cause its Subsidiaries to pay and discharge, at or before maturity (or the expiration of any applicable grace period, as the case may be), all Material Debt and all other material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each Subsidiary to maintain, in accordance with generally accepted accounting principles, appropriate reserves (on a consolidated basis) for the accrual of any of the same. SECTION 5.03. Maintenance of Property; Insurance. (a) The Company will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted; provided that the Company and its Subsidiaries shall not be required to maintain any property or properties which are, in the reasonable opinion of the Company, not material to the business of the Company and its Consolidated Subsidiaries taken as a whole. (b) The Company and its Subsidiaries will maintain (i) physical damage insurance on all their real and personal properties (except properties that, in aggregate, are not material to the Company and its Subsidiaries taken as a whole) on an all risks basis (including the perils of flood and quake), covering the repair and replacement cost of all such property and consequential loss coverage for business interruption and extra expense, and (ii) public liability insurance (including products/completed operations liability coverage) in an amount not less than that which is usually insured against by companies engaged in the same or a similar business in the same general area. All such insurance shall be provided by insurers having an A.M. Best 44

policyholders rating of not less than B+ or such other insurers as the Required Banks may approve in writing. The Company will deliver to the Banks, upon request of any Bank through the Agent, from time to time full information as to the insurance carried. SECTION 5.04. Conduct of Business and Maintenance of Existence. The Company will continue, and will cause its Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company and its Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect, their respective corporate existences and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that the foregoing shall not prevent any Subsidiary (except an Eligible Subsidiary that has not paid in full all principal, interest and other amounts payable by it hereunder) from terminating its corporate existence or prevent the Company or any Subsidiary from discontinuing any business or any right, privilege or franchise, if all such terminations and discontinuances, in the aggregate, would not in the reasonable opinion of the Company have a Materially Adverse Effect. SECTION 5.05. Compliance with Laws. The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, ERISA, environmental, and food and drug, and the rules and regulations under each of the foregoing) except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) noncompliance therewith would not, in the aggregate, have a Materially Adverse Effect. SECTION 5.06. Inspection of Property, Books and Records. The Company will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of

policyholders rating of not less than B+ or such other insurers as the Required Banks may approve in writing. The Company will deliver to the Banks, upon request of any Bank through the Agent, from time to time full information as to the insurance carried. SECTION 5.04. Conduct of Business and Maintenance of Existence. The Company will continue, and will cause its Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company and its Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect, their respective corporate existences and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that the foregoing shall not prevent any Subsidiary (except an Eligible Subsidiary that has not paid in full all principal, interest and other amounts payable by it hereunder) from terminating its corporate existence or prevent the Company or any Subsidiary from discontinuing any business or any right, privilege or franchise, if all such terminations and discontinuances, in the aggregate, would not in the reasonable opinion of the Company have a Materially Adverse Effect. SECTION 5.05. Compliance with Laws. The Company will comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, ERISA, environmental, and food and drug, and the rules and regulations under each of the foregoing) except where (i) the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) noncompliance therewith would not, in the aggregate, have a Materially Adverse Effect. SECTION 5.06. Inspection of Property, Books and Records. The Company will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all 45

at such reasonable times and as often as may reasonably be desired. SECTION 5.07. Subsidiary Debt. The Company will not permit its Subsidiaries to incur or suffer to exist any Debt (excluding Debt owed to the Company or a Wholly-Owned Subsidiary) in excess of 35% of Consolidated Net Worth at any time in the aggregate for all Subsidiaries. SECTION 5.08. Debt to Capitalization. The ratio of (i) Consolidated Debt less Irish Affiliate Cash to (ii) Consolidated Debt less Irish Affiliate Cash plus Adjusted Consolidated Net Worth will at no time be greater than 0.45:1. SECTION 5.09. Minimum Consolidated Net Worth. Consolidated Net Worth will at no time be less than $523,833,000; provided that the foregoing amount shall be increased (i) at the end of each of the Company's fiscal years ending after December 31, 1995, by 50% of Consolidated Net Income (if positive) for such fiscal year and (ii) by 100% of the amount by which Consolidated Net Worth is increased from time to time after December 31, 1995 as a result of the issuance or sale of the Company's capital stock. SECTION 5.10. Negative Pledge. Neither the Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on December 22, 1993 securing Debt outstanding in an aggregate principal amount not exceeding $20,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event;

at such reasonable times and as often as may reasonably be desired. SECTION 5.07. Subsidiary Debt. The Company will not permit its Subsidiaries to incur or suffer to exist any Debt (excluding Debt owed to the Company or a Wholly-Owned Subsidiary) in excess of 35% of Consolidated Net Worth at any time in the aggregate for all Subsidiaries. SECTION 5.08. Debt to Capitalization. The ratio of (i) Consolidated Debt less Irish Affiliate Cash to (ii) Consolidated Debt less Irish Affiliate Cash plus Adjusted Consolidated Net Worth will at no time be greater than 0.45:1. SECTION 5.09. Minimum Consolidated Net Worth. Consolidated Net Worth will at no time be less than $523,833,000; provided that the foregoing amount shall be increased (i) at the end of each of the Company's fiscal years ending after December 31, 1995, by 50% of Consolidated Net Income (if positive) for such fiscal year and (ii) by 100% of the amount by which Consolidated Net Worth is increased from time to time after December 31, 1995 as a result of the issuance or sale of the Company's capital stock. SECTION 5.10. Negative Pledge. Neither the Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on December 22, 1993 securing Debt outstanding in an aggregate principal amount not exceeding $20,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; 46

(e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided for; (h) Liens imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due; (i) Liens arising out of statutory pledges or deposits under applicable law relating to worker's compensation, unemployment insurance, social security or similar obligations; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of similar nature and which do not in any material way adversely affect or interfere with the use thereof in the business of the Company and its Subsidiaries; (k) banker's liens in the nature of rights of set-off arising in the ordinary course of business;

(e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided for; (h) Liens imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due; (i) Liens arising out of statutory pledges or deposits under applicable law relating to worker's compensation, unemployment insurance, social security or similar obligations; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of similar nature and which do not in any material way adversely affect or interfere with the use thereof in the business of the Company and its Subsidiaries; (k) banker's liens in the nature of rights of set-off arising in the ordinary course of business; (l) Liens not otherwise permitted by the foregoing clauses of this Section, arising in the ordinary course of its business, which (i) do not secure Debt, (ii) do not secure any obligation in an amount individually or in the aggregate exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an 47

aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Net Worth. SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Company will not consolidate or merge with or into any other Person; provided that the Company may merge with a Person if (A) the Company is the corporation surviving such merger and (B) immediately after giving effect to any such merger, no Default shall have occurred and be continuing and all the representations and warranties of the Company contained in this Agreement shall be true. The Company will not, and will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person. SECTION 5.12. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrowers for general corporate purposes, including the backstop of commercial paper. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. SECTION 5.13. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into any material transaction, whether or not in the ordinary course of business, with any Affiliate other than on terms and conditions at least as favorable to the Company, or the affected Subsidiary, as those that would be obtained through an arm's length negotiation with an unaffiliated third party. ARTICLE VI DEFAULTS SECTION 6.01. Events of Default. If one or more of the following events ("Events of Default") shall have

aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Net Worth. SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Company will not consolidate or merge with or into any other Person; provided that the Company may merge with a Person if (A) the Company is the corporation surviving such merger and (B) immediately after giving effect to any such merger, no Default shall have occurred and be continuing and all the representations and warranties of the Company contained in this Agreement shall be true. The Company will not, and will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person. SECTION 5.12. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrowers for general corporate purposes, including the backstop of commercial paper. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. SECTION 5.13. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into any material transaction, whether or not in the ordinary course of business, with any Affiliate other than on terms and conditions at least as favorable to the Company, or the affected Subsidiary, as those that would be obtained through an arm's length negotiation with an unaffiliated third party. ARTICLE VI DEFAULTS SECTION 6.01. Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) any Borrower shall fail to pay when due any principal of or interest on any Loan, any fees or any other amount payable hereunder, which failure, in the case of interest or fees or amounts other than principal of any Loan, continues for three Domestic Business Days; 48

(b) the Company shall fail to observe or perform any covenant contained in Sections 5.07 to 5.13, inclusive; (c) any Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Company by the Agent at the request of any Bank; (d) any representation, warranty, certification or statement made by any Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) the Company or any Subsidiary shall fail to make any payment in respect of any Material Debt when due or within any applicable grace period; (f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (g) the Company or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(b) the Company shall fail to observe or perform any covenant contained in Sections 5.07 to 5.13, inclusive; (c) any Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice thereof has been given to the Company by the Agent at the request of any Bank; (d) any representation, warranty, certification or statement made by any Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) the Company or any Subsidiary shall fail to make any payment in respect of any Material Debt when due or within any applicable grace period; (f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (g) the Company or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (h) an involuntary case or other proceeding shall be commenced against the Company or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, 49

receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000; (j) a judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; (k) the Guarantee by the Company in Article X shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or the Company, or any Person on behalf of the Company, shall deny or disaffirm its obligations under such Guarantee; or (l) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership

receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000; (j) a judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; (k) the Guarantee by the Company in Article X shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or the Company, or any Person on behalf of the Company, shall deny or disaffirm its obligations under such Guarantee; or (l) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 25% or more of the outstanding shares of common stock of the Company; or individuals who, as of the Effective Date, constitute the board of directors of the Company (the "Incumbent Directors") cease for any reason to constitute at least 50

a majority of the Company's board of directors, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of directors of the Company) shall, for the purposes of this Agreement, be considered as though such person were an Incumbent Director; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding Notes evidencing more than 50% in aggregate Dollar Amount of the Loans, by notice to the Company declare the Notes (together with accrued interest thereon) to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the any Borrower, without any notice to the Company or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. SECTION 6.02. Notice of Default. The Agent shall give notice to the Company under Section 6.01(c) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE VII THE AGENT SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Agent to

a majority of the Company's board of directors, provided that any person becoming a director after the Effective Date whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of directors of the Company) shall, for the purposes of this Agreement, be considered as though such person were an Incumbent Director; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding Notes evidencing more than 50% in aggregate Dollar Amount of the Loans, by notice to the Company declare the Notes (together with accrued interest thereon) to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the any Borrower, without any notice to the Company or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. SECTION 6.02. Notice of Default. The Agent shall give notice to the Company under Section 6.01(c) promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. ARTICLE VII THE AGENT SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company of New York shall have the same 51

rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any Subsidiary or affiliate of the Company as if it were not the Agent hereunder. SECTION 7.03. Action by Agent. The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. SECTION 7.04. Consultation with Experts. The Agent may consult with legal counsel (who may be counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. SECTION 7.05. Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent,

rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any Subsidiary or affiliate of the Company as if it were not the Agent hereunder. SECTION 7.03. Action by Agent. The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. SECTION 7.04. Consultation with Experts. The Agent may consult with legal counsel (who may be counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. SECTION 7.05. Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance with its Commitment, indemnify the Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed 52

by the Company) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder. SECTION 7.07. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent, the Co-Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement. SECTION 7.08. Successor Agent. The Agent may resign at any time by giving notice thereof to the Banks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. SECTION 7.09. Agent's Fee. The Company shall pay to the Agent for its own account fees in the amounts and

by the Company) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder. SECTION 7.07. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent, the Co-Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement. SECTION 7.08. Successor Agent. The Agent may resign at any time by giving notice thereof to the Banks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. SECTION 7.09. Agent's Fee. The Company shall pay to the Agent for its own account fees in the amounts and at the times previously agreed upon between the Company and the Agent. SECTION 7.10. Co-Agent. The Co-Agent shall have no duties or responsibilities hereunder. 53

ARTICLE VIII CHANGE IN CIRCUMSTANCES SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency and amounts are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of CD Loans or Euro-Currency Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding such Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency Loans (in the affected currency), as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Currency Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. In the case of an Alternative Currency Loan, such conversion shall be made at the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Company notifies the Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that the relevant Borrower elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing in the same Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a

ARTICLE VIII CHANGE IN CIRCUMSTANCES SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency and amounts are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of CD Loans or Euro-Currency Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding such Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency Loans (in the affected currency), as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Currency Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. In the case of an Alternative Currency Loan, such conversion shall be made at the Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Company notifies the Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that the relevant Borrower elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing in the same Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. SECTION 8.02. Illegality. If, on or after May 10, 1996, the adoption of any applicable law, rule or 54

regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Currency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Currency Lending Office) to make, maintain or fund its Euro-Currency Loans to any Borrower and such Bank shall so notify the Agent, the Agent shall forthwith give notice thereof to the other Banks and the Company, whereupon until such Bank notifies the Company and the Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make Euro-Currency Loans to such Borrower, or to convert outstanding Loans to such Borrower into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Agent pursuant to this Section, such Bank shall designate a different Euro-Currency Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice is given with respect to Euro-Dollar Loans, each Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such EuroDollar Loan to such day. If such notice is given with respect to Alternative Currency Loans, the relevant Borrower shall prepay such Alternative Currency Loans either (a) on the last day of the then current Interest Period applicable to such Alternative Currency Loan if such Bank may lawfully continue to maintain and fund such Alternative Currency Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Alternative Currency Loan to such day. SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x) May 10, 1996, in the case of any

regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Currency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Currency Lending Office) to make, maintain or fund its Euro-Currency Loans to any Borrower and such Bank shall so notify the Agent, the Agent shall forthwith give notice thereof to the other Banks and the Company, whereupon until such Bank notifies the Company and the Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Bank to make Euro-Currency Loans to such Borrower, or to convert outstanding Loans to such Borrower into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Agent pursuant to this Section, such Bank shall designate a different Euro-Currency Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice is given with respect to Euro-Dollar Loans, each Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such EuroDollar Loan to such day. If such notice is given with respect to Alternative Currency Loans, the relevant Borrower shall prepay such Alternative Currency Loans either (a) on the last day of the then current Interest Period applicable to such Alternative Currency Loan if such Bank may lawfully continue to maintain and fund such Alternative Currency Loan to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Alternative Currency Loan to such day. SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x) May 10, 1996, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by 55

any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Currency Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, any of its Notes or its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay, or cause the relevant Borrower to pay, to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after May 10, 1996, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital

any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Currency Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, any of its Notes or its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay, or cause the relevant Borrower to pay, to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank shall have determined that, after May 10, 1996, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Company shall pay to such Bank such additional amount or 56

amounts as will compensate such Bank (or its Parent) for such reduction, provided that no such demand by any Bank shall include any period commencing earlier than 90 days prior to the date of demand. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after May 10, 1996, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time any Subsidiary that is incorporated in, or conducts business in, a jurisdiction outside the United States becomes an Eligible Subsidiary, all applicable laws, rules and regulations then in effect in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been adopted at such time and all applicable requests and directives theretofore made by any governmental authority, central bank or comparable agency in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been made at such time; provided that no Bank shall be obligated under Section 8.03(c) to give notice of any such law, rule, regulation, request or directive, or to designate a different Applicable Lending Office by reason thereof, until an officer of such Bank responsible for administering this Agreement shall have become aware of such law, rule, regulation, request or directive and the relevant consequences thereof. SECTION 8.04. Taxes. (a) Any and all payments by any Borrower or the Guarantor to or for the account of any Bank or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its net income, and

amounts as will compensate such Bank (or its Parent) for such reduction, provided that no such demand by any Bank shall include any period commencing earlier than 90 days prior to the date of demand. (c) Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after May 10, 1996, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) If at any time any Subsidiary that is incorporated in, or conducts business in, a jurisdiction outside the United States becomes an Eligible Subsidiary, all applicable laws, rules and regulations then in effect in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been adopted at such time and all applicable requests and directives theretofore made by any governmental authority, central bank or comparable agency in such jurisdiction shall be deemed for purposes of Section 8.03(a) to have been made at such time; provided that no Bank shall be obligated under Section 8.03(c) to give notice of any such law, rule, regulation, request or directive, or to designate a different Applicable Lending Office by reason thereof, until an officer of such Bank responsible for administering this Agreement shall have become aware of such law, rule, regulation, request or directive and the relevant consequences thereof. SECTION 8.04. Taxes. (a) Any and all payments by any Borrower or the Guarantor to or for the account of any Bank or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any 57

political subdivision thereof. In the case of each Bank or the Agent, all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities are hereinafter referred to as its "Taxes", and all such excluded taxes are hereinafter referred to as its "Domestic Taxes". If any Borrower or the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Guarantor, as the case may be, shall make such deductions, (iii) the Borrower or the Guarantor, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower or the Guarantor shall furnish to the Agent, at its address in New York City referred to in Section 11.01, the original or a certified copy of a receipt evidencing payment thereof, and, if such receipt relates to Taxes in respect of a sum payable to any Bank, the Agent shall promptly deliver such original or certified copy to such Bank. (b) In addition, each Borrower and the Guarantor agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, or charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (hereinafter referred to as "Other Taxes"). (c) Each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by such Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses to the extent not attributable to the gross negligence or willful misconduct of such Bank or the Agent, as the case may be) arising therefrom or with respect thereto. In addition, each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for all Domestic Taxes of such

political subdivision thereof. In the case of each Bank or the Agent, all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities are hereinafter referred to as its "Taxes", and all such excluded taxes are hereinafter referred to as its "Domestic Taxes". If any Borrower or the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Guarantor, as the case may be, shall make such deductions, (iii) the Borrower or the Guarantor, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower or the Guarantor shall furnish to the Agent, at its address in New York City referred to in Section 11.01, the original or a certified copy of a receipt evidencing payment thereof, and, if such receipt relates to Taxes in respect of a sum payable to any Bank, the Agent shall promptly deliver such original or certified copy to such Bank. (b) In addition, each Borrower and the Guarantor agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, or charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (hereinafter referred to as "Other Taxes"). (c) Each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by such Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses to the extent not attributable to the gross negligence or willful misconduct of such Bank or the Agent, as the case may be) arising therefrom or with respect thereto. In addition, each Borrower and the Guarantor agrees to indemnify each Bank and the Agent for all Domestic Taxes of such Bank or the Agent (calculated based on a hypothetical basis at the maximum marginal rate for a corporation) and any liability (including penalties, interest and expenses to the extent not attributable to the gross negligence or willful misconduct of such Bank or the Agent, as the case may be) 58

arising therefrom or with respect thereto, in each case to the extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii) Domestic Taxes of such Bank or the Agent, as the case may be. This indemnification shall be made within 15 days from the date such Bank or the Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Amendment in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by the Company (but only so long as such Bank remains lawfully able to do so), shall provide the Company with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Bank is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, any United States interest withholding tax at such rate imposed on payments by the Company under this Agreement or under any Note (other than pursuant to Article X) shall be excluded from "Taxes" as defined in Section 8.04(a). (e) For any period with respect to which a Bank has failed to provide the Company with the appropriate form pursuant to Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Bank shall not be entitled to indemnification under Section 8.04(a) or Section 8.04(c) with respect to Taxes imposed by the United States; provided that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Bank shall reasonably

arising therefrom or with respect thereto, in each case to the extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii) Domestic Taxes of such Bank or the Agent, as the case may be. This indemnification shall be made within 15 days from the date such Bank or the Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Amendment in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by the Company (but only so long as such Bank remains lawfully able to do so), shall provide the Company with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Bank is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, any United States interest withholding tax at such rate imposed on payments by the Company under this Agreement or under any Note (other than pursuant to Article X) shall be excluded from "Taxes" as defined in Section 8.04(a). (e) For any period with respect to which a Bank has failed to provide the Company with the appropriate form pursuant to Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Bank shall not be entitled to indemnification under Section 8.04(a) or Section 8.04(c) with respect to Taxes imposed by the United States; provided that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (f) If any Borrower or the Guarantor is required to pay additional amounts to or for the account of any Bank 59

pursuant to this Section, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. (g) Each Bank and the Agent shall, at the request of the Company or the Guarantor, use reasonable efforts (consistent with applicable legal and regulatory restrictions) to file any certificate or document requested by the Company if the making of such a filing would eliminate or reduce the amount of any additional amounts payable to or for the account of such Bank or the Agent (as the case may be) pursuant to this Section in respect of any Taxes or Other Taxes imposed by any jurisdiction other than the United States which may thereafter accrue and would not, in the sole judgement of such Bank or the Agent, require such Bank or the Agent to disclose any confidential or proprietary information or be otherwise disadvantageous to such Bank or the Agent. (h) If any Borrower or the Guarantor makes any payment pursuant to Section 8.04(a) or (c) with respect to a Bank, such Bank shall, upon the reasonable request and at the reasonable expense of such Borrower or the Guarantor, use reasonable efforts to apply for a refund of tax (if such tax is not lawfully imposed) or a credit against its tax liabilities on account of such payment; provided that (A) such Bank shall have no obligation under this Section 8.04(h) if it determines, in its sole discretion, that claiming a refund or a credit would have adverse tax consequences to it and (B) such Bank shall not be under any obligation to claim a credit or refund in respect of such payment in priority to any other claims, reliefs, credits or deductions available to it. If such Bank receives such a refund or actually reduces its tax liabilities by utilizing such a credit, such Bank shall, to the extent that it can do so without prejudice to the retention of the amount of such refund or credit, pay to the relevant Borrower or the Guarantor an amount equal to the amount so received or utilized (less any out-of-pocket expenses or taxes imposed on the receipt of such refund or credit); provided that such Bank shall be required to pay to such Borrower or the Guarantor (i) only such amounts as such Bank determines, in its sole discretion and by using any reasonable method which the Bank deems appropriate, are attributable to such payment by such Borrower or the

pursuant to this Section, then such Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. (g) Each Bank and the Agent shall, at the request of the Company or the Guarantor, use reasonable efforts (consistent with applicable legal and regulatory restrictions) to file any certificate or document requested by the Company if the making of such a filing would eliminate or reduce the amount of any additional amounts payable to or for the account of such Bank or the Agent (as the case may be) pursuant to this Section in respect of any Taxes or Other Taxes imposed by any jurisdiction other than the United States which may thereafter accrue and would not, in the sole judgement of such Bank or the Agent, require such Bank or the Agent to disclose any confidential or proprietary information or be otherwise disadvantageous to such Bank or the Agent. (h) If any Borrower or the Guarantor makes any payment pursuant to Section 8.04(a) or (c) with respect to a Bank, such Bank shall, upon the reasonable request and at the reasonable expense of such Borrower or the Guarantor, use reasonable efforts to apply for a refund of tax (if such tax is not lawfully imposed) or a credit against its tax liabilities on account of such payment; provided that (A) such Bank shall have no obligation under this Section 8.04(h) if it determines, in its sole discretion, that claiming a refund or a credit would have adverse tax consequences to it and (B) such Bank shall not be under any obligation to claim a credit or refund in respect of such payment in priority to any other claims, reliefs, credits or deductions available to it. If such Bank receives such a refund or actually reduces its tax liabilities by utilizing such a credit, such Bank shall, to the extent that it can do so without prejudice to the retention of the amount of such refund or credit, pay to the relevant Borrower or the Guarantor an amount equal to the amount so received or utilized (less any out-of-pocket expenses or taxes imposed on the receipt of such refund or credit); provided that such Bank shall be required to pay to such Borrower or the Guarantor (i) only such amounts as such Bank determines, in its sole discretion and by using any reasonable method which the Bank deems appropriate, are attributable to such payment by such Borrower or the Guarantor, and (ii) only if no Event of Default exists at the time such Bank receives the relevant refund or credit. If a Bank is in an excess foreign tax credit position, such Bank shall be deemed not to have utilized a foreign tax credit with respect to any 60

such payment by the Borrower or the Guarantor. Each Borrower and the Guarantor agrees to return, upon the request of a Bank, any payment made by such Bank under this Section 8.04(h) (plus penalties, interest and other charges imposed by a taxing authority) to such Bank if a taxing authority or such Bank determines that (x) such Bank is required to repay such refund or (y) such Bank is unable to utilize such credit. Any calculation or determination made under this Section 8.04(h) by any Bank shall be conclusive and final. (i) Nothing contained in Section 8.04 shall (i) entitle any Borrower or the Guarantor to any information determined by any Bank, in its sole discretion, to be confidential or proprietary information of such Bank, to any tax or financial information of any Bank or to inspect or review any books and records of any Bank, (ii) require any Bank to disclose or detail the basis of any calculation of the amount of any tax benefit or any other amount or the basis of any determination made under Section 8.04(h) to any Borrower or any other party, (iii) be construed to require any Bank to institute any administrative proceeding (other than the filing of a claim for any refund or credit) or judicial proceeding to obtain any such refund or credit, or (iv) interfere with the rights of any Bank to conduct its fiscal or tax affairs (including, without limitation, its determination as to whether to claim a deduction or credit in respect of foreign taxes) in such manner as it deems fit. SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate Loans. If (i) the obligation of any Bank to make, or convert outstanding Loans to, Euro-Dollar Loans to any Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect to its CD Loans or Euro-Currency Loans and the Company shall, by at least five Euro-Currency Business Days' prior notice to such Bank through the Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist: (a) all Loans which would otherwise be made by such Bank as (or continued as or converted into) CD Loans or Euro-Dollar Loans, as the case may be, shall instead be made as (or continued as converted into) Base Rate

such payment by the Borrower or the Guarantor. Each Borrower and the Guarantor agrees to return, upon the request of a Bank, any payment made by such Bank under this Section 8.04(h) (plus penalties, interest and other charges imposed by a taxing authority) to such Bank if a taxing authority or such Bank determines that (x) such Bank is required to repay such refund or (y) such Bank is unable to utilize such credit. Any calculation or determination made under this Section 8.04(h) by any Bank shall be conclusive and final. (i) Nothing contained in Section 8.04 shall (i) entitle any Borrower or the Guarantor to any information determined by any Bank, in its sole discretion, to be confidential or proprietary information of such Bank, to any tax or financial information of any Bank or to inspect or review any books and records of any Bank, (ii) require any Bank to disclose or detail the basis of any calculation of the amount of any tax benefit or any other amount or the basis of any determination made under Section 8.04(h) to any Borrower or any other party, (iii) be construed to require any Bank to institute any administrative proceeding (other than the filing of a claim for any refund or credit) or judicial proceeding to obtain any such refund or credit, or (iv) interfere with the rights of any Bank to conduct its fiscal or tax affairs (including, without limitation, its determination as to whether to claim a deduction or credit in respect of foreign taxes) in such manner as it deems fit. SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate Loans. If (i) the obligation of any Bank to make, or convert outstanding Loans to, Euro-Dollar Loans to any Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect to its CD Loans or Euro-Currency Loans and the Company shall, by at least five Euro-Currency Business Days' prior notice to such Bank through the Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist: (a) all Loans which would otherwise be made by such Bank as (or continued as or converted into) CD Loans or Euro-Dollar Loans, as the case may be, shall instead be made as (or continued as converted into) Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Fixed Rate Loans of the other Banks), and 61

(b) after each of its CD Loans or Euro-Currency Loans, as the case may be, has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise be applied to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding Interest Period applicable to the related CD Loans or Euro-Dollar Loans of the other Banks. SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04, the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks ("Substitute Banks") (which may be one or more of the Banks) to purchase the Committed Loans and assume the Commitment of such Bank (the "Exiting Bank"). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Committed Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment but excluding its Money Market Loans, if any, unless it otherwise agrees) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.06(c). In connection with any such sale, the Company shall compensate the Exiting Bank for any funding losses as provided in Section 2.14 and pay to the Exiting Bank its facility fees accrued to but excluding the date of such sale. ARTICLE IX REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

(b) after each of its CD Loans or Euro-Currency Loans, as the case may be, has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise be applied to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding Interest Period applicable to the related CD Loans or Euro-Dollar Loans of the other Banks. SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04, the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks ("Substitute Banks") (which may be one or more of the Banks) to purchase the Committed Loans and assume the Commitment of such Bank (the "Exiting Bank"). The Exiting Bank shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Committed Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under this Agreement and the Notes (including its Commitment but excluding its Money Market Loans, if any, unless it otherwise agrees) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such rights and obligations, in accordance with Section 11.06(c). In connection with any such sale, the Company shall compensate the Exiting Bank for any funding losses as provided in Section 2.14 and pay to the Exiting Bank its facility fees accrued to but excluding the date of such sale. ARTICLE IX REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES Each Eligible Subsidiary shall be deemed, by executing and delivering its Election to Participate, to have represented and warranted as of the date thereof that: SECTION 9.01. Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in 62

good standing under the laws of its jurisdiction of incorporation and is a Wholly-Owned Subsidiary of the Company. SECTION 9.02. Corporate and Governmental Authorization; No Contravention. The execution and delivery by it of its Election to Participate and its Notes, and the performance by it of this Agreement and its Notes, are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its charter or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 9.03. Binding Effect. This Agreement constitutes a valid and binding agreement of such Eligible Subsidiary and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Eligible Subsidiary. SECTION 9.04. Taxes. Except as disclosed in such Election to Participate, there is no income, stamp or other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant to this Agreement or on its Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or its Notes. ARTICLE X GUARANTY

good standing under the laws of its jurisdiction of incorporation and is a Wholly-Owned Subsidiary of the Company. SECTION 9.02. Corporate and Governmental Authorization; No Contravention. The execution and delivery by it of its Election to Participate and its Notes, and the performance by it of this Agreement and its Notes, are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its charter or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. SECTION 9.03. Binding Effect. This Agreement constitutes a valid and binding agreement of such Eligible Subsidiary and its Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Eligible Subsidiary. SECTION 9.04. Taxes. Except as disclosed in such Election to Participate, there is no income, stamp or other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant to this Agreement or on its Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or its Notes. ARTICLE X GUARANTY SECTION 10.01. The Guaranty. The Company hereby unconditionally guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Eligible Subsidiary under this Agreement. Upon failure by any Eligible Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner and currency specified in this Agreement. 63

SECTION 10.02. Guaranty Unconditional. The obligations of the Company under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Eligible Subsidiary under this Agreement or any of its Notes, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Note of such Eligible Subsidiary (except that the Company's guarantee under this Article X shall apply to the obligations of such Eligible Subsidiary as modified, amended or supplemented thereby); (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any of its Notes; (iv) any change in the corporate existence, structure or ownership of any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any of its Notes; (v) the existence of any claim, set-off or other rights which the Company may have at any time against any Eligible Subsidiary, the Agent, any Bank or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

SECTION 10.02. Guaranty Unconditional. The obligations of the Company under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Eligible Subsidiary under this Agreement or any of its Notes, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Note of such Eligible Subsidiary (except that the Company's guarantee under this Article X shall apply to the obligations of such Eligible Subsidiary as modified, amended or supplemented thereby); (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any of its Notes; (iv) any change in the corporate existence, structure or ownership of any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any of its Notes; (v) the existence of any claim, set-off or other rights which the Company may have at any time against any Eligible Subsidiary, the Agent, any Bank or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any of its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the principal of or interest on any of its Notes or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by any Eligible Subsidiary, the Agent, any Bank or any other Person or any other circumstance 64

whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder. SECTION 10.03. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. The Company's obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Notes of the Eligible Subsidiaries and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement shall have been paid in full. If at any time any payment of the principal of or interest on any Note of any Eligible Subsidiary or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. SECTION 10.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person. SECTION 10.05. Subrogation. Upon making any payment with respect to the obligations of any Eligible Subsidiary hereunder, the Company shall be subrogated to the rights of the payee against such Eligible Subsidiary with respect to such payment; provided that the Company shall not enforce any payment by way of subrogation against such Eligible Subsidiary so long as (i) any Bank has any Commitment hereunder (unless such Eligible Subsidiary is no longer an Eligible Subsidiary for purposes hereof) or (ii) any amount payable by such Eligible Subsidiary hereunder remains unpaid.

whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder. SECTION 10.03. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. The Company's obligations hereunder shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Notes of the Eligible Subsidiaries and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement shall have been paid in full. If at any time any payment of the principal of or interest on any Note of any Eligible Subsidiary or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. SECTION 10.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person. SECTION 10.05. Subrogation. Upon making any payment with respect to the obligations of any Eligible Subsidiary hereunder, the Company shall be subrogated to the rights of the payee against such Eligible Subsidiary with respect to such payment; provided that the Company shall not enforce any payment by way of subrogation against such Eligible Subsidiary so long as (i) any Bank has any Commitment hereunder (unless such Eligible Subsidiary is no longer an Eligible Subsidiary for purposes hereof) or (ii) any amount payable by such Eligible Subsidiary hereunder remains unpaid. SECTION 10.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Eligible Subsidiary under this Agreement or its Notes is stayed upon insolvency, bankruptcy or reorganization of such Eligible Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Agent made at the request of the Required Banks. 65

ARTICLE XI MISCELLANEOUS SECTION 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (w) in the case of the Company, at its address or facsimile number set forth on the signature pages hereof; (x) in the case of the Agent, at its address or telex or facsimile number in New York City set forth on the signature pages hereof, unless such communication is expressly required to be given to the Agent in London, in which case at its address or telex or facsimile number in London set forth on the signature pages hereof; (y) in the case of an Eligible Subsidiary, at its address set forth in its Election to Participate; or (z) in the case of any Bank, at its address or telex number set forth in its Administrative Questionnaire or in the case of any party, such other address or telex or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received, (ii) if given by facsimile transmission, when transmitted to the facsimile number referred to in this Section and confirmation of receipt is received, (iii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iv) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Agent under Article II or Article VIII shall not be effective until received. SECTION 11.02. No Waivers. No failure or delay by the Agent or any Bank in exercising any right, power or

ARTICLE XI MISCELLANEOUS SECTION 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (w) in the case of the Company, at its address or facsimile number set forth on the signature pages hereof; (x) in the case of the Agent, at its address or telex or facsimile number in New York City set forth on the signature pages hereof, unless such communication is expressly required to be given to the Agent in London, in which case at its address or telex or facsimile number in London set forth on the signature pages hereof; (y) in the case of an Eligible Subsidiary, at its address set forth in its Election to Participate; or (z) in the case of any Bank, at its address or telex number set forth in its Administrative Questionnaire or in the case of any party, such other address or telex or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received, (ii) if given by facsimile transmission, when transmitted to the facsimile number referred to in this Section and confirmation of receipt is received, (iii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iv) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Agent under Article II or Article VIII shall not be effective until received. SECTION 11.02. No Waivers. No failure or delay by the Agent or any Bank in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The 66

rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 11.03. Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-ofpocket expenses incurred by the Agent or any Bank, including fees and disbursements of counsel (including, without limitation, the allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the reasonable allocated costs of in-house counsel), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. SECTION 11.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note of the same Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the

rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 11.03. Expenses; Indemnification. (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-ofpocket expenses incurred by the Agent or any Bank, including fees and disbursements of counsel (including, without limitation, the allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the reasonable allocated costs of in-house counsel), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. SECTION 11.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note of the same Borrower held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes of the same Borrower held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes of the same Borrower held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section 67

shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness under the Notes. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any of its Notes, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. SECTION 11.05. Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Banks (and, if the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all the Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for the termination of any Commitment, (iv) release the Guarantor from any of its obligations under Article X, (v) waive any of the conditions to effectiveness set forth in Section 3.01 or (vi) change the percentage of the Commitments or of the aggregate Dollar Amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section or any other provision of this Agreement; and provided further that no such amendment, waiver or modification shall, unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional obligation, (x) increase the principal of or rate of interest on any outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity of any outstanding Loan of such Eligible Subsidiary or (z) change this proviso.

shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness under the Notes. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any of its Notes, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. SECTION 11.05. Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Banks (and, if the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all the Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for the termination of any Commitment, (iv) release the Guarantor from any of its obligations under Article X, (v) waive any of the conditions to effectiveness set forth in Section 3.01 or (vi) change the percentage of the Commitments or of the aggregate Dollar Amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section or any other provision of this Agreement; and provided further that no such amendment, waiver or modification shall, unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional obligation, (x) increase the principal of or rate of interest on any outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity of any outstanding Loan of such Eligible Subsidiary or (z) change this proviso. SECTION 11.06. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Banks. (b) Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") 68

participating interests in its Commitment or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrowers and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 11.05 without the consent of the Participant. The Borrowers agree that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). (c) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit I hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company and the Agent; provided that if an Assignee is an affiliate of such transferor Bank, no such consent shall be required; and provided further that such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. Upon execution and delivery of such an instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this

participating interests in its Commitment or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrowers and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 11.05 without the consent of the Participant. The Borrowers agree that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). (c) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit I hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company and the Agent; provided that if an Assignee is an affiliate of such transferor Bank, no such consent shall be required; and provided further that such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. Upon execution and delivery of such an instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor 69

Bank, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a state thereof, it shall deliver to the Company and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank or to any affiliate of such transferor Bank. No such assignment shall release the transferor Bank from its obligations hereunder and the Borrowers and the Agent shall continue to deal solely and directly with such transferor Bank in connection with such transferor Bank's rights and obligations under this Agreement. (e) No Assignee, Participant or other transferee of any Bank's rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. SECTION 11.07. Collateral. Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. SECTION 11.08. Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to

Bank, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a state thereof, it shall deliver to the Company and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank or to any affiliate of such transferor Bank. No such assignment shall release the transferor Bank from its obligations hereunder and the Borrowers and the Agent shall continue to deal solely and directly with such transferor Bank in connection with such transferor Bank's rights and obligations under this Agreement. (e) No Assignee, Participant or other transferee of any Bank's rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. SECTION 11.07. Collateral. Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. SECTION 11.08. Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in 70

such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 11.09. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. SECTION 11.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 71

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. ALLERGAN, INC.
By /s/ Albert J. Moyer ---------------------------------------Title: Corporate Vice President Chief Financial Officer

such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. SECTION 11.09. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. SECTION 11.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 71

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. ALLERGAN, INC.
By /s/ Albert J. Moyer ---------------------------------------Title: Corporate Vice President Chief Financial Officer

By

/s/ Jeffrey L. Edwards ---------------------------------------Title: Vice President, Treasurer

2525 Dupont Drive Irvine, California 92713 Attn: Jeffrey L. Edwards Telex No.:

Facsimile No.: 714-246-4162 MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Diana H. Imhof ---------------------------------------Title: Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ Yvonne C. Dennis ---------------------------------------Title: Vice President

CITICORP USA, INC.
By /s/ Marjorie Futornick ---------------------------------------Title: Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. ALLERGAN, INC.
By /s/ Albert J. Moyer ---------------------------------------Title: Corporate Vice President Chief Financial Officer

By

/s/ Jeffrey L. Edwards ---------------------------------------Title: Vice President, Treasurer

2525 Dupont Drive Irvine, California 92713 Attn: Jeffrey L. Edwards Telex No.:

Facsimile No.: 714-246-4162 MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Diana H. Imhof ---------------------------------------Title: Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ Yvonne C. Dennis ---------------------------------------Title: Vice President

CITICORP USA, INC.
By /s/ Marjorie Futornick ---------------------------------------Title: Vice President

72

ABN AMRO BANK N.V. LOS ANGELES INTERNATIONAL BRANCH
By /s/ Matthew S. Thomson ---------------------------------------Title: Group Vice President/ Director /s/ Paul K. Stimpfl ---------------------------------------Title: Vice President

By

ABN AMRO BANK N.V. LOS ANGELES INTERNATIONAL BRANCH
By /s/ Matthew S. Thomson ---------------------------------------Title: Group Vice President/ Director /s/ Paul K. Stimpfl ---------------------------------------Title: Vice President

By

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
By /s/ Bruce T. Richards ---------------------------------------Title: Managing Director

By

/s/ Donna Derwin ---------------------------------------Title: Assistant Vice President

WACHOVIA BANK OF GEORGIA, N.A.
By /s/ David K. Alexander ---------------------------------------Title: Senior Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent
By /s/ Yvonne C. Dennis ---------------------------------------Title: Vice President 555 S. Flower Street 11th Floor, #5618 Los Angeles, CA 90071 Attention: Yvonne C. Dennis Telex No.: Facsimile No.: 213-623-1959

73

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
/s/ Diana H. Imhof ---------------------------------------Title: Vice President In New York: 60 Wall Street New York, New York 10260-0060 Attention: Diana H. Imhof By

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
/s/ Diana H. Imhof ---------------------------------------Title: Vice President In New York: 60 Wall Street New York, New York 10260-0060 Attention: Diana H. Imhof Telex No.: 177615 Facsimile No.: 212-648-5014 By

In London:

60 Victoria Embankment London EC4Y OJP Attention: Raymond Mayers Telephone No.: 011-44-171-325-1486 Facsimile No.: 011-44-171-325-8114 74

COMMITMENT SCHEDULE
Bank - ---Morgan Guaranty Trust Company of New York Bank of America National Trust and Savings Association Citicorp USA, Inc. ABN AMRO Bank N.V., Los Angeles International Branch Union Bank of Switzerland Wachovia Bank of Georgia, N.A. Commitments ----------$ 53,000,000 $ 52,000,000

$ 52,000,000 $ 31,000,000

$ 31,000,000 $ 31,000,000 ============ Total $250,000,000

EXHIBIT A NOTE New York, New York , 19 For value received, [name of relevant Borrower], a [Borrower's jurisdiction of incorporation] corporation (the "Borrower"), promises to pay to the order of _______________ (the "Bank"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates

COMMITMENT SCHEDULE
Bank - ---Morgan Guaranty Trust Company of New York Bank of America National Trust and Savings Association Citicorp USA, Inc. ABN AMRO Bank N.V., Los Angeles International Branch Union Bank of Switzerland Wachovia Bank of Georgia, N.A. Commitments ----------$ 53,000,000 $ 52,000,000

$ 52,000,000 $ 31,000,000

$ 31,000,000 $ 31,000,000 ============ Total $250,000,000

EXHIBIT A NOTE New York, New York , 19 For value received, [name of relevant Borrower], a [Borrower's jurisdiction of incorporation] corporation (the "Borrower"), promises to pay to the order of _______________ (the "Bank"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates and in the currency provided for in the Credit Agreement. All such payments of principal and interest shall be made (i) if in Dollars, in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York or (ii) if in an Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency at the place specified for payment thereof pursuant to the Credit Agreement. All Loans made by the Bank, the respective types and maturities thereof, all repayments of the principal thereof and, in the case of Euro-Currency Loans in an Alternative Currency, the currency thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the banks party thereto, Morgan Guaranty Trust Company of New York, as Agent and Bank of America National Trust and Savings Association, 1

as Co-Agent (as the same may be further amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.

EXHIBIT A NOTE New York, New York , 19 For value received, [name of relevant Borrower], a [Borrower's jurisdiction of incorporation] corporation (the "Borrower"), promises to pay to the order of _______________ (the "Bank"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates and in the currency provided for in the Credit Agreement. All such payments of principal and interest shall be made (i) if in Dollars, in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York or (ii) if in an Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency at the place specified for payment thereof pursuant to the Credit Agreement. All Loans made by the Bank, the respective types and maturities thereof, all repayments of the principal thereof and, in the case of Euro-Currency Loans in an Alternative Currency, the currency thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the banks party thereto, Morgan Guaranty Trust Company of New York, as Agent and Bank of America National Trust and Savings Association, 1

as Co-Agent (as the same may be further amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. [The payment in full of the principal and interest on this Note has, pursuant to the provisions of the Credit Agreement, been unconditionally guaranteed by Allergan, Inc.]** [Name of Borrower] By Title: ** Include in Notes of Eligible Subsidiaries only. 2

Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL
- ------------------------------------------------------------------------------------------------------Type or Amount of Currency Principal Amount Maturity Notatio

as Co-Agent (as the same may be further amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. [The payment in full of the principal and interest on this Note has, pursuant to the provisions of the Credit Agreement, been unconditionally guaranteed by Allergan, Inc.]** [Name of Borrower] By Title: ** Include in Notes of Eligible Subsidiaries only. 2

Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL
- ------------------------------------------------------------------------------------------------------Type or Amount of Currency Principal Amount Maturity Notatio Date of Loan Repaid of Loan Date Made by - -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

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- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

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Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL
- ------------------------------------------------------------------------------------------------------Type or Amount of Currency Principal Amount Maturity Notatio Date of Loan Repaid of Loan Date Made by - -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------

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3

EXHIBIT B Form of Money Market Quote Request [Date]
To: Morgan Guaranty Trust Company of New York (the "Agent") [Name of Borrower] Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks party thereto, the Agent and the Co-Agent

From: Re:

EXHIBIT B Form of Money Market Quote Request [Date]
To: Morgan Guaranty Trust Company of New York (the "Agent") [Name of Borrower] Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks party thereto, the Agent and the Co-Agent We hereby give notice pursuant to Section 2.03 of the Credit

From: Re:

Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing:
Principal Amount* $ Interest Period**

Such Money Market Quotes should offer a Money Market [Margin]

[Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate]. Terms used herein have the meanings assigned to them in the Credit Agreement. [Name of Borrower] By Title: * Amount must be $5,000,000 or a larger multiple of $1,000,000. ** Not less than one month (LIBOR Auction) or not less than 15 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period.

EXHIBIT C Form of Invitation for Money Market Quotes
To: Re: [Name of Bank] Invitation for Money Market Quotes to [Name of Borrower] (the "Borrower")

Pursuant to Section 2.03 of the Credit Agreement dated as of

EXHIBIT C Form of Invitation for Money Market Quotes
To: Re: [Name of Bank] Invitation for Money Market Quotes to [Name of Borrower] (the "Borrower")

Pursuant to Section 2.03 of the Credit Agreement dated as of

December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks parties thereto and the undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to submit Money Market Quotes to the Borrower for the following proposed Money Market Borrowing(s): Date of Borrowing:
Principal Amount $ Interest Period

Such Money Market Quotes should offer a Money Market [Margin]

[Absolute Rate]. [The applicable base rate for Money Market LIBOR Loan is the London Interbank Offered Rate]. Please respond to this invitation by no later than [2:00 P.M.] [9:15 A.M.] (New York City time) on [date]. MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Authorized Officer

EXHIBIT D Form of Money Market Quote MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 23 Wall Street New York, New York 10015 Attention: Re: Money Market Quote to [Name of Borrower] (the "Borrower") In response to your invitation on behalf of the Borrower dated _________________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank:_________________________________________________________

EXHIBIT D Form of Money Market Quote MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 23 Wall Street New York, New York 10015 Attention: Re: Money Market Quote to [Name of Borrower] (the "Borrower") In response to your invitation on behalf of the Borrower dated _________________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank:_________________________________________________________ 2. Person to contact at Quoting Bank: 3. Date of Borrowing:__________________________________________________ * * As specified in the related Invitation.

4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates:
Principal Amount** - --------$ $ Interest Period*** --------Money Market [Margin****] ------------

[Absolute Rate*****] --------------------

[Provided that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks and Co** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. *** Not less than one month or not less than 15 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000 of 1%).

4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates:
Principal Amount** - --------$ $ Interest Period*** --------Money Market [Margin****] ------------

[Absolute Rate*****] --------------------

[Provided that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, the Banks and Co** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. *** Not less than one month or not less than 15 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000 of 1%). 2

Agent party thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK]
Dated: -----------------------------By: ------------------------------------Authorized Officer

3

EXHIBIT E Opinion of General Counsel for the Company May 10, 1996 To the Banks and the Agent referred to below c/o Morgan Guaranty Trust Company of New York, as Agent

Agent party thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK]
Dated: -----------------------------By: ------------------------------------Authorized Officer

3

EXHIBIT E Opinion of General Counsel for the Company May 10, 1996 To the Banks and the Agent referred to below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Re: Allergan, Inc. Gentlemen: This opinion is being furnished to you pursuant to Section 3.01(d) of the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries and Co-Agent referred to therein and you (the "Credit Agreement"). Capitalized terms used but not defined herein have the corresponding meanings set forth in the Credit Agreement. I am the General Counsel of the Company and, in such capacity, I am generally familiar with the corporate and legal matters concerning the Company and its Subsidiaries. I have made such inquiries and examined, among other things, originals, or copies certified or otherwise identified to my satisfaction as being true copies, of such records, agreements, certificates, instruments and other documents as I have considered necessary or appropriate for purposes of this opinion. Based on the foregoing and in reliance thereon, I am of the opinion that: 1. The Company has been duly incorporated and is a validly existing corporation and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Credit Agreement and the Notes and to conduct its business as presently conducted.

To the Banks and the Agent referred to below 2 May 10, 1996 2. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the character of its business or the location of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Materially Adverse Effect.

EXHIBIT E Opinion of General Counsel for the Company May 10, 1996 To the Banks and the Agent referred to below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Re: Allergan, Inc. Gentlemen: This opinion is being furnished to you pursuant to Section 3.01(d) of the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries and Co-Agent referred to therein and you (the "Credit Agreement"). Capitalized terms used but not defined herein have the corresponding meanings set forth in the Credit Agreement. I am the General Counsel of the Company and, in such capacity, I am generally familiar with the corporate and legal matters concerning the Company and its Subsidiaries. I have made such inquiries and examined, among other things, originals, or copies certified or otherwise identified to my satisfaction as being true copies, of such records, agreements, certificates, instruments and other documents as I have considered necessary or appropriate for purposes of this opinion. Based on the foregoing and in reliance thereon, I am of the opinion that: 1. The Company has been duly incorporated and is a validly existing corporation and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Credit Agreement and the Notes and to conduct its business as presently conducted.

To the Banks and the Agent referred to below 2 May 10, 1996 2. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the character of its business or the location of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Materially Adverse Effect. 3. To the best of my knowledge, the Company and each Subsidiary have all governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as presently conducted, except where the failure to have any of the foregoing would not in the aggregate have a Materially Adverse Effect. 4. Neither the Company nor any Subsidiary is in violation of (a) its charter or bylaws or (b) to the best of my knowledge, any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to them or their respective properties or assets, except (in the case of clause (b)) where any such violation would, singly or in the aggregate with other such violations, not have a Materially Adverse Effect. 5. There are no pending or, to the best of my knowledge, threatened actions or proceedings against the Company or any of its Subsidiaries before any Governmental Authority which purport to affect the legality, validity, binding effect or enforceability of the Credit Agreement or the Notes, or which are likely to have a

To the Banks and the Agent referred to below 2 May 10, 1996 2. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the character of its business or the location of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Materially Adverse Effect. 3. To the best of my knowledge, the Company and each Subsidiary have all governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as presently conducted, except where the failure to have any of the foregoing would not in the aggregate have a Materially Adverse Effect. 4. Neither the Company nor any Subsidiary is in violation of (a) its charter or bylaws or (b) to the best of my knowledge, any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to them or their respective properties or assets, except (in the case of clause (b)) where any such violation would, singly or in the aggregate with other such violations, not have a Materially Adverse Effect. 5. There are no pending or, to the best of my knowledge, threatened actions or proceedings against the Company or any of its Subsidiaries before any Governmental Authority which purport to affect the legality, validity, binding effect or enforceability of the Credit Agreement or the Notes, or which are likely to have a Materially Adverse Effect. 6. The execution and delivery by the Company of the Credit Agreement and its Notes and the performance of its obligations thereunder have been duly authorized by all necessary action of the Company. 7. The Credit Agreement and the Notes of the Company have each been duly executed and delivered by the Company. 8. The Credit Agreement constitutes a valid and binding agreement of the Company and each of its Notes constitute a legal, valid and binding obligation of the Company, in each case enforceable in accordance with its terms. 2

To the Banks and the Agent referred to below 3 May 10, 1996 9. The execution, delivery and performance by the Company of the Credit Agreement and its Notes do not and will not (A) violate the restated certificate of incorporation or bylaws of the Company as in effect on the date hereof, (B) to the best of my knowledge, violate any material law or regulation applicable to the Company or any order, judgment or decree of any Governmental Authority known to me to be binding on the Company, (C) to the best of my knowledge, conflict with, result in a material breach of or constitute a material default under any material indenture, mortgage, deed of trust, agreement or other instrument to which the Company or any Subsidiary is a party or by which any of their respective properties are bound or result in or require the creation or imposition of any Lien upon any of their respective assets, or (D) require any authorization, consent, waiver or approval of any Governmental Authority. 10. Neither the Company nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The foregoing opinions are subject to the following exceptions, qualifications and limitations: A. I render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the Federal laws of the United States of America, (ii) the laws of the State of California and (iii) the Delaware General Corporation Law. I am not admitted to practice law in the State of Delaware; however, I am generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as I consider necessary

To the Banks and the Agent referred to below 3 May 10, 1996 9. The execution, delivery and performance by the Company of the Credit Agreement and its Notes do not and will not (A) violate the restated certificate of incorporation or bylaws of the Company as in effect on the date hereof, (B) to the best of my knowledge, violate any material law or regulation applicable to the Company or any order, judgment or decree of any Governmental Authority known to me to be binding on the Company, (C) to the best of my knowledge, conflict with, result in a material breach of or constitute a material default under any material indenture, mortgage, deed of trust, agreement or other instrument to which the Company or any Subsidiary is a party or by which any of their respective properties are bound or result in or require the creation or imposition of any Lien upon any of their respective assets, or (D) require any authorization, consent, waiver or approval of any Governmental Authority. 10. Neither the Company nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The foregoing opinions are subject to the following exceptions, qualifications and limitations: A. I render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the Federal laws of the United States of America, (ii) the laws of the State of California and (iii) the Delaware General Corporation Law. I am not admitted to practice law in the State of Delaware; however, I am generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as I consider necessary to render the opinions contained in paragraphs 1, 4, 6, 7 and 9. This opinion is limited to the effect of the present state of the foregoing laws and to the facts as they presently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts. I call your attention to the fact that the Credit Agreement provides that it and the Notes shall be construed in accordance with and governed by the laws of the State of New York as to which I express no opinion herein. However, in my opinion (i) a Federal or state court sitting in California would enforce or otherwise give legal effect to the choice of New York law set forth in Section 11.08 of the Credit Agreement and (ii) even if such a court applied California law to 3

To the Banks and the Agent referred to below 4 May 10, 1996 determine the rights of the parties under the Credit Agreement, I would give the opinion set forth in paragraph 8 above. B. My opinions set forth in paragraph 8 and (with respect to performance by the Company) clauses (B) and (D) of paragraph 9 are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. C. Without limitation, I express no opinion (i) as to the ability to obtain specific performance, injunctive relief or other equitable relief (whether sought in a proceeding at law or in equity) as a remedy for noncompliance with Credit Agreement or the Notes, and (ii) regarding the rights or remedies available to any party insofar as such party may take discretionary action that is arbitrary, unreasonable or capricious, or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Credit Agreement or the Notes. D. I express no opinion with respect to the legality, validity, binding nature or enforceability of any provision of the Credit Agreement or the Notes to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in

To the Banks and the Agent referred to below 4 May 10, 1996 determine the rights of the parties under the Credit Agreement, I would give the opinion set forth in paragraph 8 above. B. My opinions set forth in paragraph 8 and (with respect to performance by the Company) clauses (B) and (D) of paragraph 9 are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. C. Without limitation, I express no opinion (i) as to the ability to obtain specific performance, injunctive relief or other equitable relief (whether sought in a proceeding at law or in equity) as a remedy for noncompliance with Credit Agreement or the Notes, and (ii) regarding the rights or remedies available to any party insofar as such party may take discretionary action that is arbitrary, unreasonable or capricious, or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Credit Agreement or the Notes. D. I express no opinion with respect to the legality, validity, binding nature or enforceability of any provision of the Credit Agreement or the Notes to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy. E. I express no opinion with respect to the legality, validity, binding nature or enforceability of (i) any waiver under the Credit Agreement or the Notes or any consents thereunder relating to the rights of the Company or duties owing to it existing as a matter of law, except to the extent the Company may so waive or consent under applicable law, (ii) provisions in the Credit Agreement or the Notes imposing an increase in interest rate upon delinquency in payment or (iii) any rights of setoff. 4

To the Banks and the Agent referred to below 5 May 10, 1996 F. I express no opinion as to any provision of the Credit Agreement or the Notes requiring written amendments or waivers of such documents insofar as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply. G. I express no opinion as to the applicability or effect of any Bank's compliance with any state or Federal laws applicable to the transactions contemplated by the Credit Agreement. This opinion is rendered to you in connection with the Credit Agreement and may not be relied upon by any person other than you (or permitted assignees under the Credit Agreement) or by you (or any such permitted assignee) in any other context, provided that you may provide this opinion (i) to bank examiners and other regulatory authorities should they so request or in connection with their normal examinations, (ii) to your independent auditors and attorneys, (iii) pursuant to order or legal process of any court or governmental agency, or (iv) in connection with any legal action to which you are a party arising out of the transactions contemplated by the Credit Agreement. This opinion may not be quoted without my prior written consent. I consent to the delivery of this opinion to the Agent's special counsel, Davis Polk & Wardwell, and to their reliance on this opinion in connection with closing under the Credit Agreement. Very truly yours, Francis R. Tunney, Jr., Esq.

To the Banks and the Agent referred to below 5 May 10, 1996 F. I express no opinion as to any provision of the Credit Agreement or the Notes requiring written amendments or waivers of such documents insofar as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply. G. I express no opinion as to the applicability or effect of any Bank's compliance with any state or Federal laws applicable to the transactions contemplated by the Credit Agreement. This opinion is rendered to you in connection with the Credit Agreement and may not be relied upon by any person other than you (or permitted assignees under the Credit Agreement) or by you (or any such permitted assignee) in any other context, provided that you may provide this opinion (i) to bank examiners and other regulatory authorities should they so request or in connection with their normal examinations, (ii) to your independent auditors and attorneys, (iii) pursuant to order or legal process of any court or governmental agency, or (iv) in connection with any legal action to which you are a party arising out of the transactions contemplated by the Credit Agreement. This opinion may not be quoted without my prior written consent. I consent to the delivery of this opinion to the Agent's special counsel, Davis Polk & Wardwell, and to their reliance on this opinion in connection with closing under the Credit Agreement. Very truly yours, Francis R. Tunney, Jr., Esq. General Counsel Allergan, Inc. 5

EXHIBIT F OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL TO THE AGENT May 10, 1996 To the Banks and the Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Dear Sirs: We have participated in the preparation of the Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 as amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries referred to therein, the banks party thereto (the "Banks"), Morgan Guaranty Trust Company of New York, as Agent (the "Agent") and Bank of America National Trust and Savings Association, as Co-Agent (the "Co-Agent"), and have acted as special counsel to the Agent for the purpose of rendering this opinion pursuant to Section 3.01(e) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion.

EXHIBIT F OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL TO THE AGENT May 10, 1996 To the Banks and the Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Dear Sirs: We have participated in the preparation of the Credit Agreement (the "Credit Agreement") dated as of December 22, 1993 as amended and restated as of May 10, 1996 among Allergan, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries referred to therein, the banks party thereto (the "Banks"), Morgan Guaranty Trust Company of New York, as Agent (the "Agent") and Bank of America National Trust and Savings Association, as Co-Agent (the "Co-Agent"), and have acted as special counsel to the Agent for the purpose of rendering this opinion pursuant to Section 3.01(e) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: 1. The execution, delivery and performance by the Company of the Credit Agreement and its Notes are within the Company's corporate powers and have been duly authorized by all necessary corporate action.

2. The Credit Agreement constitutes a valid and binding agreement of the Company and each Note of the Company constitutes a valid and binding obligation of the Company. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent. Very truly yours, 2

EXHIBIT G ELECTION TO PARTICIPATE ___________, 19

2. The Credit Agreement constitutes a valid and binding agreement of the Company and each Note of the Company constitutes a valid and binding obligation of the Company. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent. Very truly yours, 2

EXHIBIT G ELECTION TO PARTICIPATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks and such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article IX of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 11.08 thereof, as if the undersigned were a signatory party thereto. [Tax disclosure pursuant to Section 8.04.] The address to which all notices to the undersigned under the Credit Agreement should be directed is:

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours,

EXHIBIT G ELECTION TO PARTICIPATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks and such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article IX of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 11.08 thereof, as if the undersigned were a signatory party thereto. [Tax disclosure pursuant to Section 8.04.] The address to which all notices to the undersigned under the Credit Agreement should be directed is:

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By____________________________ Title: The undersigned confirms that [name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. ALLERGAN, INC. By____________________________ Name: Title: Receipt of the above Election to Participate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By____________________________ Title: The undersigned confirms that [name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. ALLERGAN, INC. By____________________________ Name: Title: Receipt of the above Election to Participate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By____________________________ Name: Title: 2

EXHIBIT H ELECTION TO TERMINATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks an such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Notes of the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this

EXHIBIT H ELECTION TO TERMINATE ___________, 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent for the Banks party to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among Allergan, Inc., the Eligible Subsidiaries referred to therein, such Banks an such Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for the purposes hereof the meaning provided therein. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of incorporation] corporation, elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Notes of the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation of the undersigned under the Credit Agreement or under any of its Notes heretofore incurred.

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By_______________________ Title: The undersigned confirms that the status of [name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. ALLERGAN, INC. By_________________________ Name: Title: Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Name:

This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By_______________________ Title: The undersigned confirms that the status of [name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. ALLERGAN, INC. By_________________________ Name: Title: Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Name: Title: 2

EXHIBIT I ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), ALLERGAN, INC., a Delaware corporation (the "Company"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). WITNESSETH WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Company, the Eligible Subsidiaries party thereto, the Assignor and the other Banks party thereto, as Banks, the Co-Agent party thereto and the Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrowers in an aggregate Dollar Amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made to the Borrowers by the Assignor under the Credit Agreement in the aggregate Dollar Amount of $__________ are outstanding at the date hereof; and WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties

EXHIBIT I ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), ALLERGAN, INC., a Delaware corporation (the "Company"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). WITNESSETH WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Credit Agreement dated as of December 22, 1993 and amended and restated as of May 10, 1996 among the Company, the Eligible Subsidiaries party thereto, the Assignor and the other Banks party thereto, as Banks, the Co-Agent party thereto and the Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrowers in an aggregate Dollar Amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made to the Borrowers by the Assignor under the Credit Agreement in the aggregate Dollar Amount of $__________ are outstanding at the date hereof; and WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1

SECTION 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Credit Agreement. SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof, in Dollars (in Federal funds) and the relevant Alternative Currencies, the amounts heretofore agreed between them.(1) It is understood that facility fees accrued to the date hereof are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. Each of the Assignor and the Assignee agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party.

SECTION 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Credit Agreement. SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof, in Dollars (in Federal funds) and the relevant Alternative Currencies, the amounts heretofore agreed between them.(1) It is understood that facility fees accrued to the date hereof are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. Each of the Assignor and the Assignee agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party. SECTION 4. Consent of the Company and the Agent. This Agreement is conditioned upon the consent of the (1) Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. 2

Company and the Agent pursuant to Section 11.06(c) of the Credit Agreement. The execution of this Agreement by the Company and the Agent is evidence of this consent. Pursuant to Section 11.06(c) the Company agrees to execute and deliver a Note, and cause the Eligible Subsidiaries to execute and deliver Notes, payable to the order of the Assignee to evidence the assignment and assumption provided for herein. SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the validity and enforceability of the obligations of any Borrower in respect of the Credit Agreement or its Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. SECTION 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly

Company and the Agent pursuant to Section 11.06(c) of the Credit Agreement. The execution of this Agreement by the Company and the Agent is evidence of this consent. Pursuant to Section 11.06(c) the Company agrees to execute and deliver a Note, and cause the Eligible Subsidiaries to execute and deliver Notes, payable to the order of the Assignee to evidence the assignment and assumption provided for herein. SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the validity and enforceability of the obligations of any Borrower in respect of the Credit Agreement or its Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrowers. SECTION 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] By_________________________ Title: [ASSIGNEE] By__________________________ Title: [ALLERGAN,INC. By__________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Title:] 4

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] By_________________________ Title: [ASSIGNEE] By__________________________ Title: [ALLERGAN,INC. By__________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By__________________________ Title:] 4

EXHIBIT J INTELLECTUAL PROPERTY As used in this Exhibit J, references to the Company shall mean Allergan, Inc. LEGAL PROCEEDINGS 1. In November 1992 the Company's subsidiary Allergan Medical Optics ("AMO") filed suit against Staar Surgical for infringement of a patent covering certain devices for the insertion of intraocular lenses into the eye. In December 1992, AMO filed a similar suit against Chiron Ophthalmics, Inc. The two cases were subsequently consolidated and trial has been divided into two phases. The court has denied AMO's request for a preliminary injunction against Chiron and Staar pending the outcome of the Phase I trial. Phase I trial was held and judgment was entered for AMO. Chiron subsequently entered into a complete settlement with AMO. Staar appealed and the trial of phase II against Staar is set for June, 1996. 2. Chiron (phaco cassettes) (Alleged Patent Infringement) On February 1, 1996, the Company received a cease and desist letter from Chiron alleging infringement of U.S. Patent Nos. Re 33,250 and 4,493,695. After preliminary review, the Company has concluded there is no merit to this claim and has so notified Chiron. Chiron is evaluating our reply. 3. Intaglia (M.D. Formulations VIT-A-PLUS) (Alleged Patent Infringement). On March 27, 1996 the Company received a claim letter from counsel for Intaglia alleging that Herald's VIT-APLUS infringes a soon to be issued patent held by claimant. Claimant alleges that they have received a notice of allowance for a patent which allegedly covers the product. The Company has requested further information regarding the patent claim and prosecution history of the patent in issue in order to evaluate the claim.

ALLERGAN, INC. EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Earnings per share of common stock, including common stock equivalents, have been computed based on the following weighted average number of shares and net earnings:
Three Months Ended March 31, 1996 -------------(in millions, except per share amounts)

Weighted average number of common shares outstanding during the period Weighted average number of additional shares issuable in connection with dilutive stock options based upon use of the treasury stock method and average market prices Weighted average number of common shares including common stock equivalents Net Earnings for the period Primary Earnings Per Common Share

64.6

1.0 ----65.6 ===== $23.1 ===== $0.35 =====

ALLERGAN, INC. EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Earnings per share of common stock, including common stock equivalents, have been computed based on the following weighted average number of shares and net earnings:
Three Months Ended March 31, 1996 -------------(in millions, except per share amounts)

Weighted average number of common shares outstanding during the period Weighted average number of additional shares issuable in connection with dilutive stock options based upon use of the treasury stock method and average market prices Weighted average number of common shares including common stock equivalents Net Earnings for the period Primary Earnings Per Common Share

64.6

1.0 ----65.6 ===== $23.1 ===== $0.35 =====

13
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF EARNINGS AND BALANCE SHEETS OF ALLERGAN, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996. MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 1 108,200 0 219,700 5,700 129,800 553,600 583,700 229,900 1,337,000 324,400 271,800 0 0 700 691,700 1,337,000 258,100 258,100 85,700

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF EARNINGS AND BALANCE SHEETS OF ALLERGAN, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996. MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 1 108,200 0 219,700 5,700 129,800 553,600 583,700 229,900 1,337,000 324,400 271,800 0 0 700 691,700 1,337,000 258,100 258,100 85,700 85,700 0 375 3,300 32,500 9,400 23,100 0 0 0 23,100 .35 .35