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                                                                    EXHIBIT 10.9

                               FIRST AMENDMENT TO

                                 ALLERGAN, INC.

                      1989 NONEMPLOYEE DIRECTOR STOCK PLAN
                                 (RESTATED 1998)

       The ALLERGAN, INC. 1989 NONEMPLOYEE DIRECTOR STOCK PLAN (the "Plan") is
hereby amended, effective January 1, 2000, to read as follows:

1.     Section 1.2(c) of the Plan is hereby amended and restated in its entirety
       to read as follows:

              "(c) "Change in Control" means the following and shall be deemed
       to occur if any of the following events occur:

                     (i) Any "person," as such term is used in Sections 13(d)
              and 14(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act") (a "Person"), is or becomes the "beneficial
              owner," as defined in Rule 13d-3 under the Exchange Act (a
              "Beneficial Owner"), directly or indirectly, of securities of the
              Company representing (i) 20% or more of the combined voting power
              of the Company's then outstanding voting securities, which
              acquisition is not approved in advance of the acquisition or
              within 30 days after the acquisition by a majority of the
              Incumbent Board (as hereinafter defined) or (ii) 33% or more of
              the combined voting power of the Company's then outstanding voting
              securities, without regard to whether such acquisition is approved
              by the Incumbent Board;

                     (ii) Individuals who, as of the date hereof, constitute the
              Board of Directors (the "Incumbent Board"), cease for any reason
              to constitute at least a majority of the Board of Directors,
              provided that any person becoming a director subsequent to the
              date hereof whose election, or nomination for election by the
              Company's stockholders, is approved by a vote of at least a
              majority of the directors then comprising the Incumbent Board
              (other than an election or nomination of an individual whose
              initial assumption of office is in connection with an actual or
              threatened election contest relating to the election of the
              directors of the Company, as such terms are used in Rule 14a-11 of
              Regulation 14A promulgated under the Exchange Act) shall, for the
              purposes of this Plan, be considered as though such person were a
              member of the Incumbent Board of the Company;



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                     (iii) The consummation of a merger, consolidation or
              reorganization involving the Company, other than one which
              satisfies both of the following conditions:

                            (A) a merger, consolidation or reorganization which
                     would result in the voting securities of the Company
                     outstanding immediately prior thereto continuing to
                     represent (either by remaining outstanding or by being
                     converted into voting securities of another entity) at
                     least 55% of the combined voting power of the voting
                     securities of the Company or such other entity resulting
                     from the merger, consolidation or reorganization (the
                     "Surviving Corporation") outstanding immediately after such
                     merger, consolidation or reorganization and being held in
                     substantially the same proportion as the ownership in the
                     Company's voting securities immediately before such merger,
                     consolidation or reorganization, and

                            (B) a merger, consolidation or reorganization in
                     which no Person is or becomes the Beneficial Owner,
                     directly or indirectly, of securities of the Company
                     representing 20% or more of the combined voting power of
                     the Company's then outstanding voting securities; or

                     (iv) The stockholders of the Company approve a plan of
              complete liquidation of the Company or an agreement for the sale
              or other disposition by the Company of all or substantially all of
              the Company's assets.

       Notwithstanding the preceding provisions of this Paragraph (c), a Change
       in Control shall not be deemed to have occurred if the Person described
       in the preceding provisions of this Paragraph (c) is (1) an underwriter
       or underwriting syndicate that has acquired any of the Company's then
       outstanding voting securities solely in connection with a public offering
       of the Company's securities, (2) the Company or any subsidiary of the
       Company or (3) an employee stock ownership plan or other employee benefit
       plan maintained by the Company (or any of its subsidiaries) that is
       qualified under the provisions of the Internal Revenue Code of 1986, as
       amended. In addition, notwithstanding the preceding provisions of this
       Paragraph (c), a Change in Control shall not be deemed to have occurred
       if the Person described in the preceding provisions of this Paragraph (c)
       becomes a Beneficial Owner of more than the permitted amount of
       outstanding securities as a result of the acquisition of voting
       securities by the Company 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

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       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."

       IN WITNESS WHEREOF, Allergan, Inc. hereby executes this First Amendment
on the 30th day of December, 1999.

ALLERGAN, INC.


BY: /s/ Francis R. Tunney, Jr.
    -----------------------------------
    Francis R. Tunney, Jr.,
    Corporate Vice President--Administration,
    General Counsel and Secretary