Exhibit 10.44

                                FOURTH AMENDMENT
                                       TO
                                 ALLERGAN, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (RESTATED JANUARY 1, 2000)

     The ALLERGAN, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan") is
hereby amended as follows:

1.   Article I of the Plan is amended by renumbering Section 1.3 as Section 1.4
     and adding the following Section 1.3:

                 1.3   Spin-off of Advanced Medical Optics, Inc. In connection
           with the distribution of the stock of Advanced Medical Optics, Inc.
           ("AMO") by Allergan to its stockholders (the "AMO Spin-Off") and,
           effective as of the AMO Spin-Off Date: (i) AMO Employees shall cease
           to be eligible to participate in the Plan and their Deferral
           Elections for the 2002 Plan Year shall be terminated, and (ii) the
           assets attributable to, and the liabilities relating to, arising out
           of, or resulting from the Deferral Accounts of AMO Employees shall be
           transferred to the Advanced Medical Optics, Inc. Deferred
           Compensation Plan. The "AMO Spin-off Date" shall be June 29, 2002 and
           "AMO Employees" shall be those individuals whose employment is
           transferred from Allergan to AMO in connection with the AMO Spin-off,
           as reflected in the payroll records of Allergan or in the Employee
           Matters Agreement entered into between Allergan and AMO.

2.   The last sentence of Section 14.2 is amended as follows:

                 In addition, notwithstanding the preceding provisions of this
           Section 14.2, a Change in Control shall not be deemed to have
           occurred, (i) if the Person described in the preceding provisions of
           this Section 14.2 becomes a Beneficial Owner of more than the
           permitted amount of outstanding securities as a result of the
           acquisition of voting securities by Allergan which, by reducing the
           number of voting securities outstanding, increases the proportional
           number of shares beneficially owned by such Person, provided, that if
           a Change in Control would occur but for the operation of this
           sentence and such Person becomes the Beneficial Owner of any
           additional voting securities (other than through the exercise of
           options granted under any stock option plan of the Company or through
           a stock dividend or stock split), then a Change in Control shall
           occur, and (ii) upon the distribution of the stock of Advanced
           Medical Optics, Inc. on June 29, 2002 by Allergan to its
           stockholders.



     IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Fourth Amendment to
the Allergan, Inc. Executive Deferred Compensation Plan on this 26th day of
June, 2002.

ALLERGAN, INC.

BY: /s/ Eric Brandt
    -----------------------------------
    Eric Brandt
    Corporate Vice President

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