<PAGE>

                                                                    EXHIBIT 10.9

                                SECOND AMENDMENT
                                       TO
                                 ALLERGAN, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                 (RESTATED 2003)

The ALLERGAN, INC. EMPLOYEE STOCK OWNERSHIP PLAN (the "Plan") is hereby amended
as follows:

         1.       Effective January 1, 2004, new Section 6.3(g) shall be added
                  to the Plan as follows:

                           (g)      On June 29, 2002, Allergan spun-off AMO and
                  distributed the stock of AMO (referred to in the Plan as "AMO
                  Stock") to its shareholders. The following provisions of the
                  Plan shall apply to AMO Stock as if the term "AMO Stock" was
                  substituted for the term "Company Stock": Section 6.4 (Certain
                  Offers for Company Stock); Section 6.5 (Securities Law
                  Limitation); Section 6.7 (Dividends); Section 6.14
                  (Appointment of Investment Manager); Section 7.1 (Appointment
                  of Committee); Section 7.2 (Appointment of Investment
                  Subcommittee); Section 7.7 (Additional Powers of Committee);
                  Section 7.8 (Investment Subcommittee Powers); Section 7.14
                  (Compensation of Committees and Plan Expenses); and Section
                  7.16 (Voting of Company Stock), as applicable.

         2.       Effective January 1, 2004, Section 6.6(a)(i) of the Plan is
                  amended as follows:

                                    (i)      Each Participant's ESOP Account
                           shall consist of (1) a portion comprised of cash and
                           all other assets except for Company Stock and AMO
                           Stock (the "Non-Stock Subaccount"); (2) a portion
                           comprised solely of AMO Stock (the "AMO Subaccount");
                           and (3) a portion comprised solely of Company Stock
                           (the "Stock Subaccount").

         3.       Effective January 1, 2004, new Section 6.6(a)(iv) is added to
                  the Plan as follows:

                                    (iv)     AMO Subaccounts shall be credited
                           with a specific number of shares of AMO Stock rather
                           than an individual interest in a pool of AMO Stock.

         4.       Effective January 1, 2004, new Section 6.6(i) is added to the
                  Plan as follows:

                           (i)      Paragraphs (e) and (g) of this Section 6.6
                  shall apply to AMO Stock as if the term "AMO Stock" was
                  substituted for the term "Company Stock" and the term "AMO
                  Subaccount" was substituted for the term "Stock Subaccount,"
                  as applicable.

<PAGE>

         5.       Effective January 1, 2003, Section 5.10(c) of the Plan is
                  amended as follows:

                           (c) Notwithstanding anything to the contrary in the
                  Plan, the distribution of the entire vested portion of a
                  Participant's ESOP Account shall be subject to the following:

                                    (i)      Lifetime Distributions. The
                           distribution of the entire vested portion of a
                           Participant's ESOP Account shall be made no later
                           than the Participant's Required Beginning Date. The
                           Required Beginning Date of a Participant shall be
                           April 1 of the calendar year immediately following
                           the later of the calendar year in which the
                           Participant attains age 70-1/2 or incurs a Severance;
                           provided, however, if such Participant is a Five
                           Percent Owner (as defined in Code Section 416(i) and
                           applicable regulations), with respect to the Plan
                           Year ending in the calendar year in which such
                           Participant attains age 70-1/2, the Required
                           Beginning Date shall be April 1 of the calendar year
                           immediately following the later of the calendar year
                           in which the Participant attains age 70-1/2.

                                    (ii)     Death Distributions. If a
                           Participant dies before the entire vested portion of
                           his or her ESOP Account is distributed, the entire
                           vested portion of the Participant's ESOP Account
                           shall be distributed as provided in Section 5.5.

                                    (iii)    Incorporation of Treasury
                           Regulations. Notwithstanding the foregoing, all
                           distributions made under the Plan shall be made in
                           accordance with Code Section 401(a)(9) and the
                           Regulations issued thereunder.

         IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Second
Amendment to the Allergan, Inc. Employee Stock Ownership Plan on this 22nd day
of December, 2003.

ALLERGAN, INC.

BY:  /s/ Douglas S. Ingram
    -----------------------------------
    Douglas S. Ingram
    Executive Vice President, General Counsel and Secretary

                                        2