Exhibit 10.46
                                                                  DRAFT 06/19/02

                                THIRD AMENDMENT
                                       TO
                                 ALLERGAN, INC.
                      SUPPLEMENTAL RETIREMENT INCOME PLAN
                                (RESTATED 1996)

     The ALLERGAN, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN (the "Plan") is
hereby amended as follows:

1.   Article I of the Plan is amended by renumbering Section 1.4 as Section 1.5
     and adding the following Section 1.4:

                 1.4   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 shall cease to accrue
           benefits under the Plan, and (ii) the assets attributable to, and the
           liabilities relating to, arising out of, or resulting from the
           benefits of AMO Employees shall remain with the Plan and shall be
           payable from the Plan to AMO Employees at such times and in such
           forms as permitted under the 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 5.4 is amended as follows:

                 In addition, notwithstanding the preceding provisions of this
           Section 5.4, a Change in Control shall not be deemed to have
           occurred, (i) if the Person described in the preceding provisions of
           this Section 5.4 becomes a Beneficial Owner of more than the
           permitted amount of outstanding securities as a result of the
           acquisition of voting securities by the Sponsor 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
           Sponsor 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 the Sponsor to its
           stockholders.



                                                                  DRAFT O6/19/02

     IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Third Amendment to
the Allergan, Inc. Supplemental Retirement Income Plan on this 26th day of June,
2002.

ALLERGAN, INC.

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

                                        2