Amendment No. 2 to the Alpharma Inc. 2005 Supplemental Savings Plan
This amendment updates the Alpharma Inc. 2005 Supplemental Savings Plan, effective June 22, 2006. It clarifies who within the company has the authority to make changes to the plan: the executive management Benefits Committee can make administrative amendments that do not affect costs or benefits, the Compensation Committee can make other non-significant amendments, and the Board retains authority over major changes. The amendment also specifies that any plan termination must comply with IRS regulations. The amendment is signed by Alpharma Inc. on October 23, 2006.
AMENDMENT NO. 2 TO THE
ALPHARMA INC. 2005 SUPPLEMENTAL SAVINGS PLAN
The Alpharma Inc. 2005 Supplemental Savings Plan (the "Plan") is hereby amended effective as of June 22, 2006, as follows:
1. Section 8.4 of the Plan is hereby amended by deleting the first paragraph thereof and replacing it with the following:
"The Company, acting through its Board, may amend, modify or suspend the Plan, in whole or in part, except that no amendment, modification or suspension shall have any retroactive effect to reduce any amounts allocated to a Participant's account.
Notwithstanding the foregoing, the Board 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 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 under the Code or the regulations thereunder. The Board 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 under the Code or regulations thereunder.
The Company, acting through its Board, may terminate the Plan only to the extent permitted under Section 409A of the Code, the regulations thereunder and other guidance issued by the IRS, including but not limited to the following:"
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| ___/s/ George P. Rose______________ | October 23, 2006 |
| ALPHARMA INC. | DATE |
