AMENDMENT NO. 2 TO THE
MEDICIS PHARMACEUTICAL CORPORATION
1998 STOCK OPTION PLAN
This Amendment No. 1 (this “Amendment”) to the Medicis Pharmaceutical Corporation 1998 Stock Option
Plan (the “ 1998 Plan ”) is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the
“Company), effective as of September 30, 2005.
A. The Board of Directors of the Company desires to amend the 1998 Plan to provide that each Outside
Director shall be granted a Non-ISO to purchase 15,000 shares of Stock on the last business days of each
September during the term of the 1998 Plan.
B. Pursuant to Section 15 of the 1998 Plan, the Board of Directors of the Company has the authority to
amend the 1998 Plan, subject to certain limitations.
1. Effective with respect to all grants made to Outside Directors on or after September 30, 2005, Section 7.3
of the 1998 Plan is hereby amended to read in its entirety as follows:
“ 7.3 Grants of Non-ISOs to Outside Directors . (a) On the last business day of each September
during the term of this Plan each then Outside Director shall be granted; without any further action on the part
of the Committee, a Non-ISO hereunder to purchase 15,000 shares of Stock at the Fair Market Value of
such Stock on the date of grant. If an Outside Director is first elected a director before or after, but not on,
the last business day of September, upon such election, such Outside Director shall be automatically granted a
non-qualified option to purchase 1,250 shares of Class A Common Stock for each full month remaining until
the last business day in September following the date of the Outside Director’s election. Each such Option
shall be exercisable in whole or in part one year after the date of grant, provided that such Outside Director
has continued as an Outside Director for one year (or until his or her date of death, if earlier), and shall remain
exercisable until the tenth anniversary of the date such Opt