**EXHIBIT10.4**

SUPPLEMENTALCONFIRMATION
| **To:**       |   | Advanced Medical Optics, Inc.  1700 East St Andrew Place  Santa Ana, CA 92705 |
|---------------|--------|-------------------------------------------------------------------------------|
| ** **    |   |                                                                          |
| **From:**     |   | Goldman, Sachs & Co.                                                      |
| ** **    |   |                                                                          |
| **Subject:**  |   | Issuer VWAP Prepaid Share Forward Transaction                                 |
| ** **    |   |                                                                          |
| **Ref.  No:** |   | SDB1621246575                                                                 |
| ** **    |   |                                                                          |
| **Date:**     |   | June 7, 2006                                                                  |

The purpose of thisSupplemental Confirmation is to confirm the terms and conditions of theTransaction entered into between Goldman, Sachs & Co. (“**GS&Co.**”) and Advanced Medical Optics, Inc. (“**Counterparty**”) (together, the “**ContractingParties**”) on the Trade Date specified below.  This Supplemental Confirmation is a bindingcontract between GS&Co. and Counterparty as of the relevant Trade Date forthe Transaction referenced below.

1.             This Supplemental Confirmation supplements, forms partof, and is subject to the Master Confirmation dated as of June 7, 2006 (the “**Master Confirmation**”) between the Contracting Parties, asamended and supplemented from time to time. All provisions contained in the Master Confirmation govern thisSupplemental Confirmation except as expressly modified below.

2.             The terms of the Transaction to which this SupplementalConfirmation relates are as follows:
| Trade Date:                      |   | June 7, 2006                                                                                                                                |
|----------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                        |
| Termination Date:                |   | March 7, 2007, subject to GS&Co.’s right to  accelerate the Termination Date to any date on or after the First  Acceleration Date. |
|                             |   |                                                                                                                                        |
| First Acceleration Date:         |   | [ *], or, if such date is not an  Exchange Business Day, the next following Exchange Business Day.                                          |
|                             |   |                                                                                                                                        |
| Forward Price Adjustment Amount: |   | USD [ * ]                                                                                                                                   |
|                             |   |                                                                                                                                        |
| Prepayment Amount:               |   | USD 500,000,000                                                                                                                             |
|                             |   |                                                                                                                                        |
| Initial Shares:                  |   | 6,100,000 Shares.                                                                                                                           |

 

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* ** **This information has been omittedbased on a request for confidential treatment. The omitted portions have been separately filed with the Securities andExchange Commission.

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| Minimum Shares:           |   | [ * ] Shares.                       |
|---------------------------|--------|-------------------------------------|
|                      |   |                                |
| Maximum Shares:           |   | [ * ] Shares.                       |
|                      |   |                                |
| Ordinary Dividend Amount: |   | For any calendar quarter, USD [ * ] |

3.             Counterparty represents and warrants to GS&Co. thatneither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under theExchange Act) has made any purchases of blocks pursuant to the proviso in Rule10b-18(b)(4) under the Exchange Act during the four full calendar weeksimmediately preceding the Trade Date.

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* ** **This information has been omittedbased on a request for confidential treatment. The omitted portions have been separately filed with the Securities andExchange Commission.

 

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Counterparty hereby agrees (a) to check this Supplemental Confirmationcarefully and immediately upon receipt so that errors or discrepancies can bepromptly identified and rectified and (b) to confirm that the foregoing (in theexact form provided by GS&Co.) correctly sets forth the terms of theagreement between GS&Co. and Counterparty with respect to this Transaction,by manually signing this Supplemental Confirmation or this page hereof asevidence of agreement to such terms and providing the other informationrequested herein and immediately returning an executed copy to EquityDerivatives Documentation Department, facsimile No. 212-428-1980/83.
|            | Yours sincerely,             |
|------------|------------------------------|
| ** ** | ** **                   |
|            | **GOLDMAN, SACHS & CO.** |
| ** ** |                         | ** ** |
| ** ** |                         | ** ** |
|       | By:                          | /s/ Conrad Langenegger |
|       |                         | Authorized  Signatory |

Agreed and Accepted By:
| **ADVANCED MEDICAL OPTICS, INC.** |
|-----------------------------------|
| ** **                        |   |
| ** **                        |   |
| By:                               | /s/ Aimee S. Weisner |   |
|                              | Name: Aimee S. Weisner |
|                              | Title: | Corporate Vice President, |
|                              |   | General Counsel and Secretary |
|                                   |  |  |  |

 

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