Amendment No. 2 to Alpharma Inc. Supplemental Pension Plan
This amendment updates the Alpharma Inc. Supplemental Pension Plan, effective June 22, 2006. It clarifies that only the Board of Directors can make significant changes to the plan or terminate it, while certain administrative or minor amendments can be made by designated committees. Importantly, no amendment or termination can reduce or eliminate benefits that employees have already earned as of the amendment date. The amendment ensures that accrued benefits are protected and specifies who has authority to make different types of plan changes.
AMENDMENT NO. 2 TO THE
A.LPHARMA INC. SUPPLEMENTAL PENSION PLAN
1. Section 4 of the Plan is hereby amended by deleting the first paragraph thereof and replacing it with the following:
"While the Company expect to continue the Plan, the Company, acting through its Board of Directors, must necessarily reserve and hereby does reserve the right to amend the Plan from time to time, provided, that no amendment of the Plan may cause the reduction or cessation of any benefits that were accrued as of the date of such amendment and otherwise would be payable under the plan, but for such amendment.
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 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.
The Company, acting through its Board of Directors, may terminate the Plan at any time, provided, that no such termination may cause the reduction or cessation of any benefits that were accrued as of the date of such amendment and otherwise would be payable under the plan, but for such amendment."
2. Section 4 of the Plan is hereby amended by adding the phrase, "through its Board of Directors", immediately after the term "Company" in the first sentence thereof."
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| /s/ George P. Rose | October 23, 2006______________ |
| ALPHARMA INC. | DATE |
