First Amendment to Alpharma Inc. Supplemental Pension Plan

FIRST AMENDMENT

OF THE

WHEREAS, Alpharma Inc. (the "Company") (formerly known as A.L. Pharma Inc.) maintains the A.L. Pharma Inc. Supplemental Pension Plan (the "Plan"); and

WHEREAS, the Company desires to change the name of the Plan to be consistent with the name of the Company; and

WHEREAS, the Company desires to decrease the vesting requirement under the Plan from ten years to five years; and

WHEREAS, the Plan has been amended and further amendment of the Plan is now considered necessary and desirable to reflect the aforementioned changes;

NOW, THEREFORE, IT IS RESOLVED that, in accordance with the power reserved to the Company by section 4 of the Plan, and pursuant to resolutions adopted by the Compensation Committee of the Company on May 7, 1998, the Plan, as previously amended, be and it hereby is further amended, effective as of July 1, 1998, as follows:

The following shall be substituted as Section 2.3 of the Plan:

IN WITNESS WHEREOF, the Company has caused this First Amendment of the A.L. Pharma Inc. Supplemental Pension Plan to be executed on its behalf on the ___ day of _______________, 1998.

ATTEST:

By:______________________________

Its:______________________________