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                                                                    EXHIBIT 10.5









                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

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                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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ARTICLE I. INTRODUCTION......................................................................1

        1.1    Purpose.......................................................................1
        1.2    Effective Date and Term.......................................................1
        1.3    Distribution..................................................................1
        1.4    Applicability of ERISA........................................................1

ARTICLE II. DEFINITIONS......................................................................1

        2.1    AMO 401(k) Plan...............................................................1
        2.2    Annual Deferral...............................................................1
        2.3    Base Salary...................................................................1
        2.4    Beneficiary...................................................................2
        2.5    Board; Board of Directors.....................................................2
        2.6    Bonuses.......................................................................2
        2.7    Code..........................................................................2
        2.8    Committee.....................................................................2
        2.9    Company.......................................................................2
        2.10   Credited Service..............................................................2
        2.11   Deferral Account..............................................................2
        2.12   Deferral Election.............................................................2
        2.13   Deferral Election Form........................................................2
        2.14   Deferral Period...............................................................2
        2.15   Disability....................................................................2
        2.16   Effective Date................................................................3
        2.17   Eligible Employee.............................................................3
        2.18   ERISA.........................................................................3
        2.19   Financial Hardship............................................................3
        2.20   Fund Rate.....................................................................3
        2.21   In-Service Distribution.......................................................3
        2.22   Investment Election Form......................................................3
        2.23   Participant...................................................................3
        2.24   Participation Agreement.......................................................3
        2.25   Plan   .......................................................................4
        2.26   Plan Year.....................................................................4
        2.27   Retirement Date...............................................................4
        2.28   Termination; Termination of Employment........................................4
        2.29   Transferring Employee.........................................................4
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                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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        2.30   Unscheduled Withdrawal........................................................4

ARTICLE III. ELIGIBILITY AND PARTICIPATION...................................................4

        3.1    Participation - Eligibility and Initial Period................................4
        3.2    Participation - Subsequent Entry into Plan....................................5

ARTICLE IV. DEFERRAL ELECTIONS...............................................................5

        4.1    Deferral Election.............................................................5
        4.2    Maximum Deferral Election.....................................................6
        4.3    Minimum Deferral Election.....................................................6
        4.4    Termination of Deferral.......................................................6

ARTICLE V. DEFERRAL ACCOUNTS.................................................................7

        5.1    Deferral Accounts.............................................................7
        5.2    Investment Earnings on Deferral Accounts......................................8
        5.3    Participant Investment Elections..............................................8
        5.4    Fund Media....................................................................9
        5.5    Statement of Accounts.........................................................9

ARTICLE VI. RETIREMENT BENEFITS..............................................................9

        6.1    Entitlement to Deferral Accounts..............................................9
        6.2    Form of Retirement Benefits...................................................9
        6.3    Time of Commencement..........................................................9
        6.4    Change in Payout Timing.......................................................9

ARTICLE VII. TERMINATION BENEFITS............................................................9

        7.1    Entitlement to Deferral Accounts..............................................9
        7.2    Form of Termination Benefits.................................................10

ARTICLE VIII. DEATH BENEFITS................................................................10

        8.1    Death of Employee Prior to Retirement Date...................................10
        8.2    Death of Employee on or After Retirement Date................................10
        8.3    Death After Termination of Employment........................................10
        8.4    Investments After Death......................................................11
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                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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ARTICLE IX. DISABILITY......................................................................11

        9.1    Continuation of Participation................................................11
        9.2    Availability of Financial Hardship Withdrawals...............................11

ARTICLE X. IN-SERVICE DISTRIBUTIONS.........................................................11

        10.1   Election to Take In-Service Distributions....................................11
        10.2   Maximum In-Service Distribution..............................................11
        10.3   Timing of In-Service Distribution............................................12

ARTICLE XI. UNSCHEDULED AND FINANCIAL HARDSHIP WITHDRAWALS..................................12

        11.1   Unscheduled Withdrawals......................................................12
        11.2   Financial Hardship Withdrawal................................................12
        11.3   Penalty for Unscheduled Withdrawals..........................................12

ARTICLE XII. ADDITIONAL BENEFIT PAYMENT RULES...............................................12

        12.1   Small Benefit Payments.......................................................12
        12.2   Constructive Receipt.........................................................13
        12.3   Postponement of Payment......................................................13
        12.4   Commencement Date and Investment Crediting for Benefit Payments..............13

ARTICLE XIII. ADMINISTRATION OF THE PLAN....................................................13

        13.1   Administration by Committee..................................................13
        13.2   Committee Authority; Rules and Regulations...................................13
        13.3   Appointment of Agents........................................................14
        13.4   Application for Benefits.....................................................14
        13.5   Action on Application........................................................14
        13.6   Appeal of Committee Decision.................................................14

ARTICLE XIV. CHANGE IN CONTROL..............................................................15

        14.1   Effect of a Change in Control................................................15
        14.2   Change in Control............................................................15
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                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

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ARTICLE XV. ESTABLISHMENT OF TRUST AND INSURANCE CONTRACTS..................................17

        15.1   Establishment of Trust.......................................................17
        15.2   Funding of Trust.............................................................17
        15.3   Investment in Insurance Contracts............................................17
        15.4   Investment in Fund Media.....................................................18

ARTICLE XVI. MISCELLANEOUS PROVISIONS.......................................................18

        16.1   Designation of Beneficiary...................................................18
        16.2   Payments During Incapacity...................................................18
        16.3   Prohibition Against Assignment...............................................19
        16.4   Binding Effect...............................................................19
        16.5   No Transfer of Interest......................................................19
        16.6   Amendment or Termination of the Plan.........................................19
        16.7   No Right to Employment.......................................................19
        16.8   Notices......................................................................20
        16.9   Governing Law................................................................20
        16.10  Titles and Headings; Gender of Terms.........................................20
        16.11  Severability.................................................................21
        16.12  Tax Effect of Plan...........................................................22

APPENDIX A -- Fund Media...................................................................A-1
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                          ADVANCED MEDICAL OPTICS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN


                                   ARTICLE I.
                                  INTRODUCTION

        1.1 Purpose. The Advanced Medical Optics, Inc. Executive Deferred
Compensation Plan is hereby established by the Board of Directors of Advanced
Medical Optics, Inc., a Delaware corporation ("AMO"), to provide deferred
compensation benefits to selected executive and management employees of the
Company as more fully provided herein. The benefits provided under this Plan are
intended to be in addition to other employee benefit programs offered by the
Company, including but not limited to tax-qualified employee benefit plans.

        1.2 Effective Date and Term. This Plan was adopted by the Board of
Directors of AMO (the "Board") and shall be effective as of the Distribution
Date (as defined below), and shall continue in effect until terminated by the
Board.

        1.3 Distribution. Allergan, Inc., a Delaware corporation ("Allergan"),
is expected to distribute the shares of Common Stock, par value $0.01 per share,
of AMO to the stockholders of Allergan. In connection with such distribution
(the "Distribution", and the date of the Distribution, the "Distribution Date"),
the liabilities attributable to the accounts of the Transferring Employees (as
defined below) in the Allergan, Inc. Executive Deferred Compensation Plan (the
"Allergan EDCP") will be transferred from the Allergan EDCP to the Plan,
effective as of the Distribution Date.

        1.4 Applicability of ERISA. This Plan is intended to be a "top-hat" plan
-- that is, an unfunded plan maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees within the meaning of ERISA.

                                   ARTICLE II.
                                   DEFINITIONS

        As used herein, the following definitions shall apply unless context
clearly indicates to the contrary. Notwithstanding the foregoing, for purposes
of the Plan, the defined terms used herein with reference to the Allergan EDCP
shall have the meanings set forth in the Allergan EDCP, as in effect immediately
prior to the Effective Date.

        2.1 AMO 401(k) Plan. "AMO 401(k) Plan" means the Advanced Medical Optics
401(k) Plan, as amended from time to time.

        2.2 Annual Deferral. "Annual Deferral" means the amount of Base Salary
and/or Bonuses which the Participant elects to defer in each Deferral Period
pursuant to Section 3.1 of the Plan.

        2.3 Base Salary. "Base Salary" means the Participant's annual basic rate
of pay from the Company (excluding Bonuses, commissions, and other non-regular
forms of compensation)


                                       1
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before reductions for deferrals under this Plan, the AMO 401(k) Plan, or
"cafeteria plan" under Section 125 of the Code.

        2.4 Beneficiary. "Beneficiary" means the person or persons or entity
designated as such in accordance with Article XVI of the Plan.

        2.5 Board; Board of Directors. "Board" and "Board of Directors" each
mean the Board of Directors of AMO. The Organization and Compensation Committee
of the Board, or any successor thereto, shall exercise any and all rights,
duties and obligations that are retained by or assigned to the Board under the
Plan.

        2.6 Bonuses. "Bonuses" means non-salary amounts earned by the
Participant that are designated as bonuses or commissions. Bonuses shall be
treated as earned in the Deferral Period designated by the Committee even though
they may be paid in the subsequent Deferral Period in accordance with Company
policy or practice.

        2.7 Code. "Code" means the Internal Revenue Code of 1986, as amended.

        2.8 Committee. "Committee" means the committee authorized to administer
this Plan as set forth in Section 13.1 hereof.

        2.9 Company. "Company" means Advanced Medical Optics, Inc., a Delaware
corporation, and each Affiliated Company (as defined in the AMO 401(k) Plan)
designated by the Board of Directors.

        2.10 Credited Service. "Credited Service" means the amount of service of
a Participant determined by the Committee based on the human resources records
maintained by the Company. In the case of any Eligible Employee who was employed
by the "Company" (as defined in the Allergan EDCP) at any time prior to the
Effective Date, for the period prior to the Effective Date, such Eligible
Employee shall be credited with Credited Service under the Plan equal to the
period (if any) of "Credited Service" (as defined in the Allergan EDCP) credited
to such Eligible Employee under the Allergan EDCP.

        2.11 Deferral Account. "Deferral Account" means the account established
for a Participant pursuant to Section 5.1 of the Plan.

        2.12 Deferral Election. "Deferral Election" means the election made by
the Participant pursuant to the terms of Section 4.1 of the Plan.

        2.13 Deferral Election Form. "Deferral Election Form" means the written
agreement to defer Salary or Bonuses made by the Participant. Such written
agreement shall be in a format designated by the Committee.

        2.14 Deferral Period. "Deferral Period" means the Plan Year.

        2.15 Disability. "Disability" means any injury, illness or condition
that constitutes a disability that qualifies for payment under the Company's
Long-Term Disability Plan.

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        2.16 Effective Date. "Effective Date" means the Distribution Date.

        2.17 Eligible Employee. "Eligible Employee" means an employee of the
Company who is a U.S. or Puerto Rico local or a U.S.--based or Puerto
Rico--based expatriate that is either exempt grade 8E and above or is employed
in another executive or management position as approved by the Committee. An
employee shall be treated as an Eligible Employee only upon selection and
notification in writing of such status by the Committee and only if (a) he or
she is not classified or paid as an independent contractor (regardless of his or
her classification for federal tax or other legal purposes) by the Company and
(b) he or she does not perform services for the Company pursuant to an agreement
between the Company and any other person including a leasing organization. An
employee shall cease to be an Eligible Employee if he or she is reclassified
below exempt grade 8E or as an independent contractor or a leased employee by
the Company, except that, upon reclassification below exempt grade 8E, any
Deferral Election which has been made (and deferrals having commenced) may be
completed.

        2.18 ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

        2.19 Financial Hardship. "Financial Hardship" means an unexpected and
significant need for cash (which cannot be met reasonably and contemporaneously
from other sources) arising from an illness, casualty loss, sudden financial
reversal, or other such unforeseeable occurrence as determined by the Committee
in its sole discretion. Cash needs arising from foreseeable events or
discretionary expenditures such as the purchase of a residence or education
expenses for children shall not, alone, be considered a Financial Hardship.

        2.20 Fund Rate. "Fund Rate" means, with respect to any portion of a
Deferral Account for which the Fund Rate is applicable, the rate of return based
on the income, gains, losses and expenses of the insurance funds or other
investment vehicles (collectively called "Fund Media") selected by the
Participant in accordance with Section 5.4.

        2.21 In-Service Distribution. "In-Service Distribution" means a
distribution elected by the Participant pursuant to Article X of the Plan.

        2.22 Investment Election Form. "Investment Election Form" means the form
prescribed by the Committee for the Participant to elect to have all or a
portion of his or her Deferral Account credited with a rate of return at the
Fund Rate in accordance with Section 5.3 hereof, including the selection of Fund
Media.

        2.23 Participant. "Participant" means any Eligible Employee who
commences participation in this Plan as provided under Section 3.1 hereof.

        2.24 Participation Agreement. "Participation Agreement" means the
written agreement or form that an Eligible Employee must complete and submit in
order to commence participation in the Plan. Such written agreement shall be in
a format designated by the Committee.


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        2.25 Plan. "Plan" means this Advanced Medical Optics, Inc. Executive
Deferred Compensation Plan effective as of the Effective Date hereof and as it
may be amended from time to time.

        2.26 Plan Year. "Plan Year" means the calendar year; provided, however,
that the first Plan Year of the Plan shall commence on the Effective Date and
end on December 31, 2002.

        2.27 Retirement Date. "Retirement Date" means (a) the later of the
Participant's fifty-fifth (55th) birthday or completion of at least five (5)
years of Credited Service; or (b) the later of the last day of the calendar
month in which the Participant's sixty-fifth (65th) birthday occurs or
completion of at least one (1) year of Credited Service.

        2.28 Termination; Termination of Employment. "Termination" or
"Termination of Employment" means the termination of a Participant's employment
with the Company for any reason whatsoever, whether voluntary or involuntary.

        2.29 Transferring Employee. "Transferring Employee" means an "Eligible
Employee" (as defined in the Allergan EDCP) who (a) transferred employment to
the Company before or as of the Effective Date in accordance with the terms of
the Employee Matters Agreement effective as of the Distribution Date, between
Allergan and AMO, and (b) is an Eligible Employee (as defined in Section 2.17)
as of the Effective Date.

        2.30 Unscheduled Withdrawal. "Unscheduled Withdrawal" means a
distribution requested by the Participant and approved by the Committee pursuant
to Article XI of the Plan.

                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION

        3.1 Participation - Eligibility and Initial Period.

               (a) Participation in this Plan is open only to Eligible Employees
        (as defined in Section 2.17) of the Company.

               (b) Each Transferring Employee who is a "Participant" (as defined
        in the Allergan EDCP) immediately prior to the Effective Date shall
        become a Participant in the Plan as of the Effective Date.

               (c) Each Eligible Employee other than a Participant in the Plan
        pursuant to Section 3.1(b) shall be eligible to participate in the Plan
        as of the Effective Date.

               (d) Other than Participants in the Plan pursuant to Section
        3.1(b), each Eligible Employee of the Company, as of the Effective Date
        hereof, may become a Participant for the Deferral Period commencing on
        the Effective Date if he or she submits a properly completed
        Participation Agreement, Deferral Election Form and Investment Election
        Form to the Committee prior to the Effective Date. Any employee of the
        Company who becomes, subsequent to the Effective Date hereof, an
        Eligible Employee, e.g., newly hired or promoted employees in an
        eligible category, may become a Participant for the Deferral Period
        commencing on or after he or she becomes an Eligible


                                       4
<PAGE>

        Employee if he or she submits a properly completed Participation
        Agreement, Deferral Election Form and Investment Election Form prior to
        such Deferral Period.

        3.2 Participation - Subsequent Entry into Plan.

               (a) An Eligible Employee (other than a Participant in the Plan
        pursuant to Section 3.1(b)) who does not elect to become a Participant
        at the time of initial eligibility as set forth in Section 3.1(d) shall
        remain eligible to become a Participant subsequently as long as he or
        she continues his or her status as an Eligible Employee. In such event,
        the Eligible Employee may become a Participant if he or she submits a
        properly completed Participation Agreement, Deferral Election Form and
        Investment Election Form prior to January 1 of the Deferral Period for
        which it is effective.

               (b) A Participant in the Plan pursuant to Section 3.1(b) whose
        participation in the Plan is terminated pursuant to the last sentence of
        Section 4.1(a) shall remain eligible to become a Participant
        subsequently as long as he or she continues his or her status as an
        Eligible Employee. In such event, the Eligible Employee may become a
        Participant if he or she submits a properly completed Participation
        Agreement, Deferral Election Form and Investment Election Form prior to
        January 1 of the Deferral Period for which it is effective.

                                   ARTICLE IV.
                               DEFERRAL ELECTIONS

        4.1 Deferral Election.

               (a) The Committee shall prescribe procedures to implement
        automatic Deferral Elections for the Participants described in Section
        3.1(b), pursuant to which such a Participant shall be deemed to have
        elected to defer amounts in such portions as were elected by such
        Participant under the Allergan EDCP, as such election was in effect
        immediately prior to the Effective Date. An automatic election under
        this Section 4.1(a) shall be effective as of the first pay period
        following the Effective Date and shall remain in effect until superseded
        by a subsequent Deferral Election Form properly completed and submitted
        by such Participant. Such a subsequent Deferral Election Form shall
        apply to pay periods commencing after the date it is submitted. Amounts
        deferred under this Section 4.1(a) and all other amounts credited to
        such Participant's Deferral Account shall be invested in accordance with
        the Participant's most recent allocation under the Allergan EDCP (to the
        extent such investment allocation options are available under this Plan,
        otherwise in such manner as the Committee shall determine in its sole
        discretion) until superseded by a subsequent Investment Election Form
        properly completed and submitted by such Participant in accordance with
        Section 5.3. Notwithstanding the foregoing, unless such Participant
        submits a properly completed Participation Agreement, Deferral Election
        Form and Investment Election Form within thirty (30) days of the
        Effective Date, the Committee may, in its sole discretion, terminate the
        automatic election under this Section 4.1(a) and make a distribution in
        accordance with the provisions of Section 4.4.


                                       5
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               (b) For each Deferral Period after initial participation
        commences, a Participant may make a Deferral Election on a voluntary
        basis by properly completing and submitting a Deferral Election Form and
        Investment Election Form prior to the first day (January 1) of the
        Deferral Period for which the Deferral Election is effective. A
        Participant shall not be obligated to make a Deferral Election in each
        Deferral Period, and (subject to the requirements set forth in Sections
        4.2 and 4.3 below) a Participant may change the amount of each future
        Deferral Election. Once a Deferral Period commences for which a Deferral
        Election is made, such Deferral Election shall continue for the entire
        Deferral Period except that it shall terminate on Termination of
        Employment or as otherwise provided in Section 4.4 or Article XI.

        4.2 Maximum Deferral Election. A Participant may elect in the Deferral
Election Form to defer up to one hundred percent (100%) of Base Salary and/or
one hundred percent (100%) of Bonuses earned during the Deferral Period. In its
sole discretion, the Committee may also provide other Deferral Election options,
including that a Participant may elect to defer a specified dollar amount or a
percentage of Bonuses earned during the Deferral Period but limited to the
extent such Bonuses exceed a specified dollar amount. Also, the Committee may
provide for a Deferral Election under which a Participant elects to defer such
amounts as such Participant otherwise would have deferred as "Before Tax
Deposits" (as defined in the AMO 401(k) Plan) under the AMO 401(k) Plan, but
which may not be deferred under the AMO 401(k) Plan as a result of the
limitations imposed under Section 402(g) of the Code. Such deferral election may
be made as a Participant's sole election, or in addition to another deferral
election. A Deferral Election shall be automatically reduced or adjusted if the
Committee determines that such action is necessary or appropriate to meet
Federal, State or other applicable tax withholding obligations or to pay for
benefits or other obligations arising from the Participant's relationship with
the Company.

        4.3 Minimum Deferral Election.

               (a) In order for a Deferral Election Form to be valid, the
        Participant must elect to defer at least five thousand dollars ($5,000)
        (or such other amount as may be designated by the Committee) in the
        Deferral Period from either Base Salary or Bonuses or a combination of
        Base Salary and Bonuses. Thus, Deferral Elections of Base Salary and
        Bonuses for the same Deferral Period shall be aggregated for the purpose
        of determining whether the Participant has elected at least the minimum
        Deferral Election.

               (b) In determining whether the Participant has made the minimum
        Deferral Election, if the amount is stated in the form of a percentage
        of Base Salary or Bonuses, the adequacy of the deferral shall be based
        on the Base Salary and Bonuses earned by the Participant in the Plan
        Year immediately preceding the Deferral Period. The Committee may, in
        its sole discretion, permit Participants to elect to defer amounts in
        the form of a percentage based on anticipated Base Salary and Bonuses.

        4.4 Termination of Deferral. If it is evident that a Participant has not
or will not actually defer the minimum Deferral Election required by Section 4.3
(whether due to Termination of Employment or otherwise), the Committee may, in
its sole discretion, terminate the Deferral Election and distribute the portion
of the Participant's Deferral Account attributable


                                       6
<PAGE>

to such Deferral Election in a single lump sum payment with investment earnings
or interest credited to the last day of the month preceding distribution at the
Fund Rate.

                                   ARTICLE V.
                                DEFERRAL ACCOUNTS

        5.1 Deferral Accounts.

               (a) Solely for record keeping purposes, a Deferral Account shall
        be maintained for each Participant. The Deferral Account shall be
        credited with the following:

                      (i) the Annual Deferrals at the time such amounts would
               otherwise have been paid to the Participant;

                      (ii) a "Profit Sharing Restoration Credit" equal to the
               excess of (A) such Participant's "Profit Sharing Contribution"
               (as defined in the AMO 401(k) Plan) for such Plan Year under the
               AMO 401(k) Plan, determined as if the Participant's
               "Compensation" (as defined in the AMO 401(k) Plan) had been
               calculated without deducting Annual Deferrals made under this
               Plan, and as if the "Profit Sharing Contribution" (as defined in
               the AMO 401(k) Plan) had been calculated without regard to the
               limitations imposed by Sections 401(a)(4), 401(a)(17) and 415 of
               the Code, over (B) such Participant's actual "Profit Sharing
               Contribution" (as defined in the AMO 401(k) Plan) for such Plan
               Year under the AMO 401(k) Plan;

                      (iii) if a Participant has contributed the maximum "Before
               Tax Deposits" (as defined in the AMO 401(k) Plan) permitted under
               the terms of the AMO 401(k) Plan for a Plan Year, then the
               Participant's Deferral Account shall be credited with a "Matching
               Contribution Restoration Credit" equal to the excess of (A) such
               Participant's "Matching Contributions" (as defined in the AMO
               401(k) Plan) for such Plan Year under the AMO 401(k) Plan,
               determined based on such Participant's "Matched Deposits" (as
               defined in the AMO 401(k) Plan), and as if the Participant's
               "Compensation" (as defined in the AMO 401(k) Plan) had been
               calculated without deducting Annual Deferrals made under this
               Plan, and as if the "Matching Contributions" (as defined in the
               AMO 401(k) Plan) had been calculated without regard to the
               limitations imposed by Sections 401(a)(4), 401(k), 401(m) and 415
               of the Code, over (B) such Participant's actual "Matching
               Contributions" (as defined in the AMO 401(k) Plan) for such Plan
               Year under the AMO 401(k) Plan; and

                      (iv) Discretionary Credits in such amounts as the
               Committee may deem appropriate (but not to exceed two hundred
               thousand dollars ($200,000) for any Participant in any Plan
               Year), on such terms and subject to such further limits or
               conditions as the Board or Committee may prescribe.

               The amounts (if any) to be credited to a Participant's Deferral
        Account pursuant to paragraphs (ii) and (iii) above shall be credited
        after the end of the Plan Year to which


                                       7
<PAGE>

        such credits relate and after such Participant's actual "Profit Sharing
        Contribution" and actual "Matching Contributions" (each as defined in
        the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan are
        determined, but not later than the end of the Plan Year following the
        Plan Year to which such credits relate.

               (b) Effective as of the Distribution Date, with respect to
        Transferring Employees, the liabilities attributable to the "Deferral
        Accounts" (as defined in the Allergan EDCP) of such Transferring
        Employees as of the Distribution Date are hereby assumed by AMO, subject
        to Allergan reducing to zero the balances in the Transferring Employees'
        "Deferral Accounts" (as defined in the Allergan EDCP). Effective as of
        the Distribution Date, with respect to a Participant who is a
        Transferring Employee, the amount credited to such Participant's
        "Deferral Account" (as defined in the Allergan EDCP) as of the
        Distribution Date shall be credited to such Participant's Deferral
        Account in the Plan, subject to the actions in the preceding sentence
        and subject to the transfer of assets pursuant to Section 15.2(b).

               (c) To the extent amounts credited to such Participant's
        "Deferral Account" in the Allergan EDCP as of the Distribution Date were
        subject to the "Company Rate" (as defined in the Allergan EDCP), the
        Participant may select the Fund Media (and the applicable proportion) to
        which such amounts will be subject under this Plan in lieu of the
        Company Rate, by submitting a properly completed Investment Election
        Form to the Committee prior to the Effective Date (or in another manner
        acceptable to the Committee). If the Participant does not submit an
        Investment Election Form or otherwise select the Fund Media for such
        amounts as described in the preceding sentence, then the amounts
        credited pursuant to this Section 5.1(c) shall be subject to the
        Travelers Money Market Portfolio listed on Appendix A (or, if the
        Travelers Money Market Portfolio is unavailable for any reason, then
        such Fund Media as the Committee shall determine in its sole
        discretion), until superseded by a subsequent Investment Election Form
        properly completed and submitted by such Participant. Amounts credited
        pursuant to this Section 5.1(c) shall be subject to any distribution
        elections made under the Allergan EDCP, except to the extent modified by
        a subsequent Participation Agreement under this Plan.

        5.2 Investment Earnings on Deferral Accounts. The Deferral Account of a
Participant shall be credited with investment earnings at the Fund Rate as
provided in Section 5.3.

        5.3 Participant Investment Elections.

               (a) Any Deferral Election made by a Participant with respect to a
        Deferral Period beginning on or after the Effective Date shall be
        credited with investment earnings at the Fund Rate.

               (b) The Participant may prospectively change the investment
        allocation to Fund Media on a monthly basis in whole or part by
        submitting an Investment Election Form or by using such electronic means
        and under such procedures as the Committee may permit.


                                       8
<PAGE>

        5.4 Fund Media. The initial Fund Media under the Plan as of the
Effective Date shall be as set forth on Appendix A, attached hereto. The
Committee may add or delete Fund Media in its sole discretion from time to time.
Participants must make an investment allocation to Fund Media in whole
percentages equal to one hundred percent (100%), in the aggregate, of the amount
invested in Deferral Accounts.

        5.5 Statement of Accounts. The Committee shall provide to each
Participant periodic statements setting forth the balance of the Deferral
Account maintained for such Participant. Notwithstanding anything contained in
such statements, the provisions of the Plan shall govern exclusively the actual
rate of interest or investment earnings to be credited and paid.

                                   ARTICLE VI.
                               RETIREMENT BENEFITS

        6.1 Entitlement to Deferral Accounts. Upon Termination of Employment on
or after Retirement Date, the Company shall pay to the Participant a retirement
benefit, in the form and manner provided in Section 6.2 below, equal to the
balance of the Participant's Deferral Account with interest or investment
earnings credited at the Fund Rate.

        6.2 Form of Retirement Benefits. The retirement benefit shall be paid in
sixty (60) quarterly installments unless the Participant elects in the
Participation Agreement to have the retirement benefit paid in either a single
lump sum or in twenty (20) or forty (40) quarterly installments.

        6.3 Time of Commencement. A Participant may elect in the Participation
Agreement to have payments begin within sixty (60) days following the date of
Termination of Employment, or, alternatively, (a) on the first business day of
January of the next following calendar year or (b) on the first business day of
January of a later year (not to exceed ten (10) years from the date of
Termination of Employment or, if earlier, the year in which the Participant
attains age seventy (70)). Notwithstanding the foregoing, the commencement of
payments may be delayed (but not more than thirty (30) days) for reasons of
administrative convenience, including, without limitation, in order to complete
any necessary valuation or accounting with respect to the Deferral Account of
the Participant.

        6.4 Change in Payout Timing. A Participant may change his or her
Participation Agreement at any time prior to Termination of Employment in order
to revise the timing of retirement benefits to another method (or over another
period) permitted under Sections 6.2 and 6.3 above. If such a change is made
within a period not greater than twelve (12) months prior to Termination of
Employment (unless Termination of Employment is on account of Disability), there
shall be a ten percent (10%) penalty charged at the time of change against the
Participant's Deferral Account.

                                  ARTICLE VII.
                              TERMINATION BENEFITS

        7.1 Entitlement to Deferral Accounts. Upon Termination of Employment
prior to Retirement Date, the Company shall pay to the Participant a termination
benefit in the form and


                                       9
<PAGE>

manner provided in Section 7.2 below, equal to the balance of the Participant's
Deferral Account with interest or investment earnings credited at the Fund Rate.

        7.2 Form of Termination Benefits. The termination benefit shall be paid
in a single lump sum payment within sixty (60) days following the date of
Termination of Employment or, if otherwise elected in the Participation
Agreement, either (a) on the first business day of January following Termination
of Employment or (b) if at least five (5) years of Credited Service has elapsed,
in five (5) annual installments. If installments are to be paid under this
Section 7.2, they shall commence within sixty (60) days following the date of
Termination of Employment. Notwithstanding the foregoing, the commencement of
payments may be delayed (but not more than thirty (30) days) for reasons of
administrative convenience, including, without limitation, in order to complete
any necessary valuation or accounting with respect to the Deferral Account of
the Participant. In addition, notwithstanding the foregoing, the Company may, in
its sole discretion (except following a Change in Control as defined in Section
14.2), elect to revise the payment of a single lump sum and instead to pay the
termination benefits over a period of three (3) years in annual installments.

                                  ARTICLE VIII.
                                 DEATH BENEFITS

        8.1 Death of Employee Prior to Retirement Date. If a Participant dies
prior to Termination of Employment and before reaching Retirement Date (a) the
balance of the Participant's Deferral Election for the Deferral Period, if any,
will be credited to his or her Deferral Account and (b) the Participant's
Beneficiary will receive payment of the Participant's Deferral Account in a
single lump sum if the balance is fifty thousand dollars ($50,000) or less, and
in either a single lump sum or in twenty (20) or forty (40) quarterly
installments (as elected by the Participant in his or her Participation
Agreement) if the balance is more than fifty thousand dollars ($50,000).
Investment earnings on the Deferral Account not yet paid at death shall be
credited at the Fund Rate.

        8.2 Death of Employee on or After Retirement Date. If a Participant dies
prior to Termination of Employment and on or after reaching Retirement Date (a)
the balance of the Participant's Deferral Election for the Deferral Period, if
any, will be credited to his or her Deferral Account and (b) the Participant's
Beneficiary will receive payment of the Participant's Deferral Account in a
single lump sum payment or in twenty (20), forty (40) or sixty (60) quarterly
installments (as elected by the Participant for distribution of retirement
benefits in his or her Participation Agreement). The Beneficiary may request
that the Committee accelerate installment payments into a single lump sum
payment and the Committee shall decide, in its sole discretion, whether to so
accelerate based on factors, such as the Beneficiary's needs and Plan liquidity,
deemed appropriate under the circumstances by the Committee. Investment earnings
on the Deferral Account not yet paid at death shall be credited at the Fund
Rate.

        8.3 Death After Termination of Employment. If a Participant dies after
Termination of Employment, the Participant's Beneficiary will receive payment of
the Participant's Deferral Account (or remaining unpaid portion if distributions
have already begun) in the same manner and in all respects as the Participant
was entitled to receive (if the Participant continued to live) pursuant to the
terms of Article VI (Retirement Benefits) or Article VII (Termination Benefits)


                                       10
<PAGE>

whichever is applicable. Notwithstanding the foregoing, if, and only if, the
Participant dies after having reached Retirement Date at the time of Termination
of Employment, the Beneficiary may request that the Committee accelerate any
remaining installment payments into a single lump sum payment and the Committee
shall decide, in its sole discretion, whether to so accelerate based on factors,
such as the Beneficiary's needs and Plan liquidity, deemed appropriate under the
circumstances by the Committee.

        8.4 Investments After Death. Notwithstanding Sections 8.1 through 8.3,
the Committee shall transfer the remaining unpaid portions of a deceased
Participant's Deferral Account into one of the Fund Media which is a fixed
income investment at the time which is six (6) months from the death of the
Participant unless the Committee receives other investment directions from a
duly appointed representative or executor of the deceased Participant. The
Committee shall have no liability or responsibility with respect to the absolute
or relative return of such Fund Media during the period commencing on the date
that the amount is so invested and ending on the date of payment of all amounts
on deposit in the Participant's Deferral Account to the Participant's
Beneficiary.

                                   ARTICLE IX.
                                   DISABILITY

        9.1 Continuation of Participation. If a Participant suffers a
Disability, the Participant shall be deemed not to incur a Termination of
Employment if, and only as long as, he or she continues on the payroll of the
Company for Base Salary or Bonuses. In such event, the Participant may continue
participation in the Plan on the same basis as other Participants, provided that
payments to the Participant made under programs of the Company for Short-Term
Disability, Long-Term Disability, or sick pay may not be treated as Base Salary
or Bonuses for purposes of a Deferral Election.

        9.2 Availability of Financial Hardship Withdrawals. Consistent with
Section 9.1, in determining the availability of a Financial Hardship withdrawal,
a Participant who suffers a Disability shall not be deemed to incur a
Termination of Employment until the time that he or she ceases to receive Base
Salary or Bonuses on the payroll of the Company.

                                   ARTICLE X.
                            IN-SERVICE DISTRIBUTIONS

        10.1 Election to Take In-Service Distributions. A Participant may elect
in each Deferral Election Form, for that particular Deferral Election, to
receive in the future an In-Service Distribution from his or her Deferral
Account.

        10.2 Maximum In-Service Distribution. An In-Service Distribution must be
equal to one hundred percent (100%) of the amount of the particular Deferral
Election. Investment earnings on any In-Service Distributions shall be credited
at the Fund Rate. Notwithstanding the election under this Article, if benefit
payments with respect to a Deferral Election are otherwise made at a time
earlier than elected under an In-Service Distribution, for example due to an
Unscheduled Withdrawal, the In-Service Distribution shall be superseded by such
earlier distribution event and shall be reduced or eliminated to such extent.


                                       11
<PAGE>

        10.3 Timing of In-Service Distribution. The In-Service Distribution
shall be paid to the Participant in a single lump sum, or in two (2), three (3)
or four (4) annual installments as elected by the Participant in the Deferral
Election Form. However, in no event shall the In-Service Distribution be paid or
commence at any time before the second (2nd) year following the first business
day of the Deferral Period to which the In-Service Distribution relates. A
Participant may elect to change the date on which an In-Service Distribution is
to be paid or commence, provided that no more than two (2) such changes shall be
permitted, and provided further that the election must be made with at least
twelve (12) months advance notice under procedures adopted by the Committee.

                                   ARTICLE XI.
                 UNSCHEDULED AND FINANCIAL HARDSHIP WITHDRAWALS

        11.1 Unscheduled Withdrawals. A Participant may take Unscheduled
Withdrawals (but no more than one (1) in any Plan Year) from his or her Deferral
Account. The amount of any Unscheduled Withdrawal shall be equal to the portion
of the Deferral Account attributable to one or more Deferral Elections that have
been previously completed and shall include investment earnings at the Fund
Rate.

        11.2 Financial Hardship Withdrawal. A Participant may request that the
Committee permit him or her to take a withdrawal or withdrawals on account of
Financial Hardship (as defined in Section 2.19). In such event, the Committee
shall determine in its sole discretion whether a Financial Hardship exists and,
if it so determines, whether the Participant should be permitted to take such a
withdrawal. The Committee shall also determine the amount of the permitted
withdrawal, which shall not exceed the amount necessary to address the Financial
Hardship, and whether the Participant must reduce or cease a current Deferral
Election, if any, as a condition for a Financial Hardship withdrawal.

        11.3 Penalty for Unscheduled Withdrawals. There shall be a penalty
charged against the Deferral Account of a Participant at the time of an
Unscheduled Withdrawal. The penalty shall be equal to ten percent (10%) of the
Unscheduled Withdrawal, except the penalty shall be five percent (5%) if the
Unscheduled Withdrawal is made within two (2) years following a Change in
Control (as defined in Section 14.2). In addition to the foregoing penalty, upon
taking an Unscheduled Withdrawal a Participant's current Deferral Election, if
any, shall automatically be deemed terminated and the Participant may not make a
new Deferral Election for the next following Deferral Period.

                                  ARTICLE XII.
                        ADDITIONAL BENEFIT PAYMENT RULES

        12.1 Small Benefit Payments. Notwithstanding any other provision of the
Plan, in the event that the payment of a Deferral Account (or total remaining
installments under any method) to a Participant or Beneficiary is fifty thousand
dollars ($50,000) or less, the Company may, in its sole discretion, elect to
make such payment(s) in a single lump sum payment as soon as administratively
practicable.


                                       12
<PAGE>

        12.2 Constructive Receipt. The Committee may change any election or
option available under the Plan, or the form or timing of any benefit payment,
if the Committee determines, based on the advice of counsel or other consultants
to the Company, that such a change is necessary or advisable in order to avoid
or limit the risk of adverse tax consequences to Participants or Beneficiaries
based on application of the doctrine of "constructive receipt" or a similar
Federal or State tax principle.

        12.3 Postponement of Payment. If a distribution of all or part of a
Deferral Account would not be deductible to the Company because of the
restrictions imposed by Section 162(m) of the Code (or any successor provision),
such distribution shall be postponed (to the extent necessary) to the first
business day of the first Plan Year in which the limitation on deductibility
would not apply. Any postponed distribution under this Section 12.3 shall be
credited with interest or investment earnings at the rate otherwise applicable
to the Deferral Account at the time when the distribution was originally
scheduled for payment.

        12.4 Commencement Date and Investment Crediting for Benefit Payments.
Unless the Plan specifically provides otherwise, benefit payments (whether a
single lump sum payment or installments) shall commence to a Participant or
Beneficiary no later than sixty (60) days from the date of the event, e.g.,
Termination of Employment or request for Unscheduled Withdrawal, that gives rise
to such payments. Installment payments shall be made on the same day of each
quarter or year (depending on whether quarterly or annual installments apply)
following the initial payment. Investment earnings shall be credited to the date
that the Committee selects in its sole discretion for valuation for distribution
purposes and the Committee shall make appropriate adjustments to reflect
investment earnings where benefit payments are to be paid in installments.

                                  ARTICLE XIII.
                           ADMINISTRATION OF THE PLAN

        13.1 Administration by Committee. This Plan shall be administered by a
committee (the "Committee") which is appointed by the Corporate Benefits
Committee of AMO, and which may, but need not, consist of some or all of the
members of the Corporate Benefits Committee itself. A member of the Committee
may be a Participant in this Plan; provided, however, that any action to be
taken by the Committee solely with respect to the particular interest in this
Plan of a Committee member shall be taken by the remaining members of the
Committee.

        13.2 Committee Authority; Rules and Regulations. The Committee shall
have discretionary authority to (a) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of the Plan, (b) decide
or resolve any and all questions, including interpretations of the Plan, as may
arise in connection with the Plan, and (c) take or approve all such other
actions relating to the Plan (other than amending or terminating the Plan or
making a final determination concerning an application for Plan benefits as set
forth in Section 13.6 hereof); provided, however, that the Board may, by written
notice to the Committee, withdraw all or any part of the Committee's authority
at any time, in which case such withdrawn authority shall immediately revest in
the Board. Subject to Section 13.6 hereof, the decision or action of the
Committee in respect of any question arising out of or in connection with the
administration, interpretation and application of this Plan and the rules and
regulations


                                       13
<PAGE>

promulgated hereunder shall be final, conclusive and binding upon all persons
having any interest in the Plan.

        13.3 Appointment of Agents. In the administration of the Plan, the Board
and the Committee may from time to time employ agents (which may include
officers and employees of the Company) and delegate to them such administrative
duties as the Board and the Committee see fit and may from time to time consult
with counsel who may be counsel to the Company.

        13.4 Application for Benefits. The Committee may require any person
claiming benefits under the Plan to submit an application therefor, together
with such documents and information as the Committee may require. In the case of
any person suffering from a disability or other condition which prevents such
person from making personal application for benefits, the Committee may, in its
discretion, permit application to be made by another person acting on his or her
behalf. Notwithstanding the foregoing, if the Committee shall have all
information necessary to determine the amount and form of Plan benefits payable
to a Participant or Beneficiary who is entitled to benefit payments under this
Plan (including, to the extent applicable and without limiting the generality of
the foregoing, the name, age, sex and proper mailing address of all parties
entitled to benefit payments), then the failure of a Participant or Beneficiary
to file an application for benefits shall not cause the Committee to defer the
commencement of benefit payments beyond the benefit commencement date required
under this Plan.

        13.5 Action on Application. Within sixty (60) days following receipt of
an application for benefits and all necessary documents and information, the
Committee shall furnish the claimant with written notice of the decision
rendered with respect to such application. Should special circumstances require
an extension of time for processing the claim, written notice of the extension
shall be furnished to the claimant prior to the expiration of the initial sixty
(60) day period. The notice shall indicate the special circumstances requiring
an extension of time and the date by which a final decision is expected to be
rendered. In no event shall the period of the extension exceed ninety (90) days
from the end of the initial sixty (60) day period. In the case of a denial of
the claimant's application, the written notice thereof shall set forth specific
reasons for the denial, with references to the Plan provisions upon which the
denial is based, a description of any additional information or material
necessary to perfect the application (together with an explanation why such
material or information is necessary), and an explanation of the Plan's claim
review procedure.

        13.6 Appeal of Committee Decision.

               (a) A claimant who does not agree with the decision rendered by
        the Committee with respect to his application may appeal such decision
        to the Corporate Benefits Committee. The appeal must be in writing and
        must be filed with the Corporate Benefits Committee within sixty-five
        (65) days after the date of notice of the Committee's decision with
        respect to the application, or, if the application has neither been
        approved nor denied within the applicable period provided in Section
        13.5 hereof, then the appeal must be filed within sixty-five (65) days
        after the expiration of such applicable period.


                                       14
<PAGE>

               (b) The claimant may request that his or her application be given
        full and fair review by the Corporate Benefits Committee. The claimant
        may review all pertinent documents and submit issues and comments to the
        Corporate Benefits Committee in writing in connection with the appeal.
        The decision of the Corporate Benefits Committee shall be made promptly,
        and not later than sixty (60) days after the Corporate Benefits
        Committee's receipt of a request for review and all supporting
        documentation and information to be submitted by the claimant, unless
        special circumstances require an extension of time for processing, in
        which case a decision shall be rendered as soon as possible, but not
        later than one hundred twenty (120) days after receipt of a request for
        review and such supporting documentation and information. The Corporate
        Benefits Committee's decision on review shall be in writing and shall
        include specific reasons for the decision, written in a manner
        calculated to be understood by the claimant, with specific reference to
        the pertinent Plan provisions upon which the decision is based.

                                  ARTICLE XIV.
                                CHANGE IN CONTROL

        14.1 Effect of a Change in Control. Notwithstanding any other provision
of the Plan, in the event that a Change in Control (as defined in Section 14.2)
occurs on or after the Effective Date hereof, the Company may not amend or
terminate the Plan in any manner in order to (a) change downward the method of
determining the Fund Rate of any Fund Medium to be credited to the Deferral
Accounts of Participants thereafter without the written consent of such
Participants or (b) modify or eliminate any distribution method, selection of
Fund Media, option or election (including all such methods, options and
elections set forth in Articles V through XII of the Plan) available to
Participants with respect to Deferral Accounts and Deferral Elections that exist
on the date such Change in Control occurs.

        14.2 Change in Control. As used in this Plan, "Change in Control" shall
mean the following and shall be deemed to occur if any of the following events
occur:

               (a) 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 AMO representing (i) twenty percent (20%)
        or more of the combined voting power of AMO's then outstanding voting
        securities, which acquisition is not approved in advance of the
        acquisition or within thirty (30) days after the acquisition by a
        majority of the Incumbent Board (as hereinafter defined) or (ii)
        thirty-three percent (33%) or more of the combined voting power of AMO's
        then outstanding voting securities, without regard to whether such
        acquisition is approved by the Incumbent Board;

               (b) Individuals who, as of the Effective 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 Effective Date hereof
        whose election, or nomination for election by AMO'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


                                       15
<PAGE>

        assumption of office is in connection with an actual or threatened
        election contest relating to the election of the directors of AMO, 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 AMO;

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

                      (i) a merger, consolidation or reorganization which would
               result in the voting securities of AMO outstanding immediately
               prior thereto continuing to represent (either by remaining
               outstanding or by being converted into voting securities of
               another entity) at least fifty-five percent (55%) of the combined
               voting power of the voting securities of AMO 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 AMO's
               voting securities immediately before such merger, consolidation
               or reorganization, and

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

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

        Notwithstanding the preceding provisions of this Section 14.2, a Change
in Control shall not be deemed to have occurred if the Person described in the
preceding provisions of this Section 14.2 is (i) an underwriter or underwriting
syndicate that has acquired the ownership of any of AMO's then outstanding
voting securities solely in connection with a public offering of AMO's
securities, (ii) AMO or any subsidiary of AMO or (iii) an employee stock
ownership plan or other employee benefit plan maintained by AMO (or any of its
affiliated companies) that is qualified under the provisions of the Code. In
addition, notwithstanding the preceding provisions of this Section 14.2, a
Change in Control shall not be deemed to have occurred 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 AMO 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. Finally, notwithstanding
the preceding provisions of this Section 14.2, a Change in Control shall not be
deemed to have occurred as a result of the Distribution.

                                       16
<PAGE>

                                   ARTICLE XV.
                 ESTABLISHMENT OF TRUST AND INSURANCE CONTRACTS

        15.1 Establishment of Trust. Contemporaneous with the adoption of this
Plan, the Company has established the Trust Agreement for Advanced Medical
Optics, Inc. Executive Deferred Compensation Plan (the "Trust" or "Trust
Agreement"). The Trust created thereunder is a grantor trust within the meaning
of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. First
American Trust, FSB has been named as Trustee under such Trust Agreement. The
provisions of the Trust Agreement are incorporated herein by reference.

        15.2 Funding of Trust.

               (a) All amounts of Base Salary or Bonuses that are subject to
        Deferral Elections by Participants under this Plan shall be contributed
        by the Company to the Trust (or directly to insurance contracts or other
        investment vehicles to be held by the Trustee as part of the Trust's
        assets) at or about the same time as such amounts are credited to the
        Deferral Accounts of Participants. All amounts of Profit Sharing
        Restoration Credits shall be contributed by the Company to the Trust (or
        directly to insurance contracts or other investment vehicles to be held
        by the Trustee as part of the Trust's assets) no later than ninety (90)
        days after all "Profit Sharing Contributions" (as defined in the AMO
        401(k) Plan), if any, under the AMO 401(k) Plan are made. All amounts of
        Matching Contribution Restoration Credits shall be contributed by the
        Company to the Trust (or directly to insurance contracts or other
        investment vehicles to be held by the Trustee as part of the Trust's
        assets) no later than ninety (90) days after all "Matching
        Contributions" (as defined in the AMO 401(k) Plan, and including
        additional "Matching Contributions" under Section 5.3(b) of the AMO
        401(k) Plan), if any, under the AMO 401(k) Plan are made. All amounts of
        a Discretionary Credit shall be contributed by the Company to the Trust
        (or directly to insurance contracts or other investment vehicles to be
        held by the Trustee as part of the Trust's assets) no later than ninety
        (90) days after the determination of such Discretionary Credit.

               (b) In addition, effective upon the Distribution Date, the
        Company shall cause the assets attributable to Transferring Employees'
        Deferral Accounts under the Allergan EDCP to be transferred to the Trust
        from the "Trust" (as defined in the Allergan EDCP). Subject to such
        transfer of assets, Allergan shall have no further liability to any
        Transferring Employee with respect to his or her Deferral Account under
        the Allergan EDCP or with respect to such transferred assets, and AMO
        shall assume such liability.

        15.3 Investment in Insurance Contracts. The Committee shall direct the
Trustee to invest the majority or all of the assets of the Trust in life
insurance contracts, to be selected by the Committee, on the lives of
Participants. In order for a Participant's Participation Agreement to be
effective, the Committee may require that each Participant cooperate in signing
an insurance application, submit to medical examination, and provide any
relevant information to third parties, including the insurance company(ies) or
outside consultants. Such information shall be held in confidence by those who
receive it and such information shall not be provided to the Committee or the
Company. Participation shall not be denied to an Eligible Employee because he or
she is not insurable or must be rated in order for insurance to be issued.


                                       17
<PAGE>

Notwithstanding any other provision in this Plan, if insurance is denied or
discontinued because a Participant fails to disclose (or makes a material
misrepresentation of) medical or other information, or if the Participant
commits suicide during the first two (2) years of participation in the Plan, any
amounts which are deferred by the Participant under a Deferral Election shall be
repaid to the Participant with investment earnings credited at the Fund Rate,
and no other benefits shall be due to the Participant.

        15.4 Investment in Fund Media. With respect to assets of the Trust
attributable to Deferral Elections where the Fund Rate applies, the Committee
may provide, in its sole discretion, methods by electronic means or otherwise
for Participants (or the Committee where the Plan so provides) to make or change
investment decisions consistent with the terms of the Plan.

                                  ARTICLE XVI.
                            MISCELLANEOUS PROVISIONS

        16.1 Designation of Beneficiary.

               (a) A Participant shall be entitled to designate one or more
        individuals or entities, in any combination, as his or her "Beneficiary"
        or "Beneficiaries" to receive any Plan payments to which such
        Participant is entitled as of, or by reason of, his or her death. Any
        such designation may be made or changed at any time prior to the
        Participant's death by written notice filed with the Committee, with
        such written notice to be in such form and contain such information as
        the Committee may from time to time determine. In the event that either
        (i) a Beneficiary designation is not on file at the date of a
        Participant's death, (ii) no Beneficiary survives the Participant, or
        (iii) no Beneficiary is living at the time any payment becomes payable
        under this Plan, then, for purposes of making any further payment of any
        unpaid benefits under this Plan, such Participant's Beneficiary or
        Beneficiaries shall be deemed to be the estate of the Participant.

               (b) With respect to a Participant who is a Transferring Employee,
        the "Beneficiary" or "Beneficiaries" (as defined in the Allergan EDCP),
        if any, designated by such Participant under the Allergan EDCP, as
        determined immediately prior to the Effective Date, shall be the
        Beneficiary or Beneficiaries of such Participant, unless such
        Transferring Employee revokes such designation on or after the Effective
        Date.

        16.2 Payments During Incapacity. In the event a Participant (or
Beneficiary) is under mental or physical incapacity at the time of any payment
to be made to such Participant (or Beneficiary) pursuant to this Plan, any such
payment may be made to the conservator or other legally appointed personal
representative having authority over and responsibility for the person or estate
of such Participant (or Beneficiary), as the case may be, and for purposes of
such payment references in this Plan to the Participant (or Beneficiary) shall
mean and refer to such conservator or other personal representative, whichever
is applicable. In the absence or any lawfully appointed conservator or other
personal representative of the person or estate of the Participant (or
Beneficiary), any such payment may be made to any person or institution that has
apparent responsibility for the person and/or estate or the Participant (or
Beneficiary) as


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<PAGE>

determined by the Committee. Any payment made in accordance with the provisions
of this Section 16.2 to a person or institution other than the Participant (or
Beneficiary) shall be deemed for all purposes of this Plan as the equivalent of
a payment to such Participant (or Beneficiary), and the Company shall have no
further obligation or responsibility with respect to such payment.

        16.3 Prohibition Against Assignment. Except as otherwise expressly
provided in Sections 16.1 and 16.2 hereof, the rights, interests and benefits of
a Participant under this Plan (a) may not be sold, assigned, transferred,
pledged, hypothecated, gifted, bequeathed or otherwise disposed of to any other
party by such Participant or any Beneficiary, executor, administrator, heir,
distributee or other person claiming under such Participant, and (b) shall not
be subject to execution, attachment or similar process. Any attempted sale,
assignment, transfer, pledge, hypothecation, gift, bequest or other disposition
of such rights, interests or benefits contrary to the foregoing provisions of
this Section 16.3 shall be null and void and without effect.

        16.4 Binding Effect. The provisions of this Plan shall be binding upon
the Company, the Participants and any successor-in-interest to the Company or to
any Participant.

        16.5 No Transfer of Interest. Other than as provided in Article XV and
in the Trust Agreement, benefits under this Plan shall be payable solely from
the general assets of the Company and no person shall be entitled to look to any
source for payment of such benefits other than the general assets of the
Company. The Company shall have and possess all title to, and beneficial
interest in, any and all funds or reserves maintained or held by the Company on
account of any obligation to pay benefits as required under this Plan, whether
or not earmarked by the Company as a fund or reserve for such purpose; any such
funds or reserves shall be subject to the claims of the creditors of the
Company, and the provisions of this Plan are not intended to create, and shall
not be interpreted as vesting, in any Participant, Beneficiary or other person,
any right to or beneficial interest in any such funds or reserves.

        16.6 Amendment or Termination of the Plan. The Company, by action of its
Board of Directors, may amend this Plan from time to time in any respect that it
deems appropriate or desirable, and may terminate this Plan at any time;
provided, however, that any such Plan amendment or Plan termination shall not,
without a Participant's written consent, be given effect with respect to such
Participant to the extent such Plan amendment or Plan termination operates to
reduce or eliminate (except to the extent that amounts are distributed under the
Plan) such Participant's Deferral Account as of the date of such amendment or
termination. In addition, if the Board amends the Plan so as to make a change in
the formula for determining the Fund Rate of any Fund Medium to be credited
under the Plan, such amendment shall not become effective until thirty (30) days
advance written notice is given to Participants.

        16.7 No Right to Employment. This Plan is voluntary on the part of the
Company, and the Plan shall not be deemed to constitute an employment contract
between the Company and any Participant, nor shall the adoption or existence of
the Plan or any provision contained in the Plan be deemed to be a required
condition of the employment of any Participant. Nothing contained in this Plan
shall be deemed to give any Participant the right to continued employment with
the Company, and the Company may terminate the employment of any Participant at
any


                                       19
<PAGE>

time, in which case the Participant's rights arising under this Plan shall be
only those expressly provided under the terms of this Plan.

        16.8 Notices. All notices, requests, or other communications
(hereinafter collectively referred to as "Notices") required or permitted to be
given hereunder or which are given with respect to this Plan shall be in writing
and may be personally delivered, or may be deposited in the United States mail,
postage prepaid and addressed as follows:

             To the Company               Through August 2002:
             or the Committee at:         Advanced Medical Optics, Inc.
                                          Attention: Administrative Committee
                                          (Executive Deferred Compensation Plan)
                                          2525 Dupont Drive
                                          Irvine, California 92612
                                          cc: General Counsel

                                          Effective September 2002:
                                          Advanced Medical Optics, Inc.
                                          Attention: Administrative Committee
                                          (Executive Deferred Compensation Plan)
                                          1700 E. St. Andrew Place
                                          P. O. Box 25162
                                          Santa Ana, California  92799-5162
                                          cc: General Counsel

             To Participant at:           The Participant's residential mailing
                                          address as reflected in the Company's
                                          employment records

A Notice which is delivered personally shall be deemed given as of the date of
personal delivery, and a Notice mailed as provided herein shall be deemed given
on the second business day following the date so mailed. Any Participant may
change his or her address for purposes of Notices hereunder pursuant to a Notice
to the Committee, given as provided herein, advising the Committee of such
change. The Company and/or the Committee may at any time change its address for
purposes of Notices hereunder pursuant to a Notice to all Participants, given as
provided herein, advising the Participants of such change.

        16.9 Governing Law. This Plan shall be governed by, interpreted under,
and construed and enforced in accordance with ERISA and, to the extent
applicable, the internal laws (and not the laws pertaining to conflicts or
choice of laws), of the State of California applicable to agreements made and to
be performed wholly within the State of California.

        16.10 Titles and Headings; Gender of Terms. Article and Section headings
herein are for reference purposes only and shall not be deemed to be part of the
substance of this Plan or in any way to enlarge or limit the meaning or
interpretation of any provision in this Plan. Use in this Plan of the masculine,
feminine or neuter gender shall be deemed to include each of the omitted genders
if the context so requires.


                                       20
<PAGE>

        16.11 Severability. In the event that any provision of this Plan is
found to be invalid or otherwise unenforceable by a court or other tribunal of
competent jurisdiction, such invalidity or unenforceability shall not be
construed as rendering any other provision contained herein invalid or
unenforceable, and all such other provisions shall be given full force and
effect to the same extent as though the invalid and unenforceable provision was
not contained herein.

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                                       21
<PAGE>

        16.12 Tax Effect of Plan. The Company does not warrant any tax benefit
nor any financial benefit under the Plan. Without limiting the foregoing,
directors, officers, and employees of the Company (other than in their capacity
as Participants) shall be held harmless by the Company from, and shall not be
subject to any liability on account of, any Federal or State tax consequences or
any consequences under ERISA of any determination as to the amount of Plan
benefits to be paid, the method by which Plan benefits are paid, the persons to
whom Plan benefits are paid, or the commencement or termination of the payment
of Plan benefits.

        IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer effective as of the Effective Date hereof.

                                     ADVANCED MEDICAL OPTICS, INC.,
                                     a Delaware corporation


                                     By:    ____________________________________
                                     Name:  ____________________________________
                                     Its:  _____________________________________














                                       22
<PAGE>

                                   APPENDIX A

                                   FUND MEDIA

        The following are designated as the initial Fund Media as of the
Effective Date subject to addition or deletion as set forth in Section 5.4 of
the Plan:

Scudder VIT EAFE Equity Index Fund
Capital Appreciation Fund (Subadvisor: Janus)
Putnam VT Small Cap Value Fund -- Class 1B
Equity Income Portfolio (Fidelity)
Equity Index Portfolio
Fidelity VIP II Asset Manager Portfolio
PIMCO Total Return -- Administration Class
Travelers Money Market Portfolio

        This Appendix A shall be changed automatically to reflect the current
Fund Media when the Committee adds or deletes Fund Media in accordance with
Section 5.4 of the Plan.










                                      A-1