Amendment to Alpharma Inc. 1997 Incentive Stock Option and Appreciation Right Plan
This amendment, effective June 22, 2006, modifies the Alpharma Inc. 1997 Incentive Stock Option and Appreciation Right Plan. It delegates authority to the executive management Benefits Committee to make administrative amendments that do not affect company costs or benefits, and to the Compensation Committee for other non-significant amendments. The Board of Directors retains authority over amendments that significantly change benefits or are required by law. The amendment is signed by Alpharma Inc. on October 23, 2006.
AMENDMENT TO THE
ALPHARMA INC. 1997 INCENTIVE STOCK OPTION
AND APPRECIATION RIGHT PLAN
1. Section 17 of the Plan is hereby amended by adding the following to the end thereof:
"Notwithstanding the foregoing, the Board of Directors has delegated to the executive management Benefits Committee the authority to adopt administrative amendments to the Plan, provided, that such amendments do not involve a change in the costs or liability of the Company or alter the benefits payable thereunder. The Board of Directors has delegated to the Compensation Committee the authority to adopt all other amendments to the Plan, provided, that such amendments do not significantly increase or decrease benefit amounts, or are required to be adopted by the Board of Directors under the Internal Revenue Code of 1986, as amended (the "Code"), or the regulations thereunder. The Board of Directors retains the authority to adopt amendments to the Plan that significantly increase or decrease benefit amounts, or are required to be adopted by the Board of Directors under the Code or regulations thereunder."
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| __/s/George P. Rose_________ | October 23, 2006 |
| ALPHARMA INC. | DATE |
