**EXHIBIT 10.3**

**EXECUTION COPY**

**GOLDMAN,SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | Tel: 212 9021000**

OpeningTransaction
| **To:**      |   | Advanced Medical  Optics, Inc.  1700 East St Andrew Place  Santa Ana, CA 92705 |
|--------------|--------|--------------------------------------------------------------------------------|
| ** **   |   |                                                                           |
| **A/C:**     |   | 001825959                                                                      |
| ** **   |   |                                                                           |
| **From:**    |   | Goldman, Sachs  & Co.                                                      |
| ** **   |   |                                                                           |
| **Re:**      |   | Prepaid Enhanced  VWAP Repurchase Transaction                                  |
| ** **   |   |                                                                           |
| **Ref. No:** |   | SDB1621246575                                                                  |
| ** **   |   |                                                                           |
| **Date:**    |   | June 7, 2006                                                                   |

This masterconfirmation (this “**Master Confirmation**”),dated as of June 7, 2006, is intended to supplement the terms and provisions ofcertain Transactions (each, a “**Transaction**”)entered into from time to time between Goldman, Sachs & Co. (“**GS&Co.**”) and Advanced Medical Optics, Inc. (“**Counterparty**”). This Master Confirmation, taken alone, isneither a commitment by either party to enter into any Transaction nor evidenceof a Transaction.  The terms of anyparticular Transaction shall be set forth in a Supplemental Confirmation in theform of Schedule A hereto (a “**Supplemental Confirmation**”),which shall reference this Master Confirmation and supplement, form a part of,and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation togethershall constitute a “Confirmation” as referred to in the Agreement specifiedbelow.

The definitionsand provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “**Equity Definitions**”), as published by the InternationalSwaps and Derivatives Association, Inc., are incorporated into this MasterConfirmation.  This Master Confirmationand each Supplemental Confirmation evidences a complete binding agreementbetween the Counterparty and GS&Co. as to subject matter and the terms ofeach Transaction to which this Master Confirmation and such Supplemental Confirmationrelates and shall supersede all prior or contemporaneous written or oralcommunications with respect thereto.

This MasterConfirmation and each Supplemental Confirmation supplement, form a part of, andare subject to an agreement in the form of the 1992 ISDA Master Agreement(Multicurrency—Cross Border) (the “**Agreement**”) asif GS&Co. and Counterparty had executed the Agreement on the date of thisMaster Confirmation (but without any Schedule except for (i) the electionof Loss and Second Method, New York law (without regard to the conflicts of lawprinciples) as the governing law and US Dollars (“**USD**”)as the Termination Currency, (ii) the election that subparagraph (ii)of Section 2(c) will not apply to Transactions, (iii) the replacementof the word “third” in the last line of Section 5(a)(i) with the word “first”and (iv) the election that the “Cross Default” provisions ofSection 5(a)(vi) shall apply to Counterparty, with a “Threshold Amount” ofUSD 50 million).  All provisionscontained or incorporated by reference in the Agreement shall govern thisMaster Confirmation and each Supplemental Confirmation.

If, in relation toany Transaction to which this Master Confirmation and a SupplementalConfirmation relates, there is any inconsistency between the Agreement, thisMaster Confirmation, any Supplemental Confirmation and the Equity Definitions,the following will prevail for purposes of such Transaction in the order ofprecedence indicated: (i) such Supplemental Confirmation; (ii) this MasterConfirmation; (iii) the Agreement; and (iv) the Equity Definitions.

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# 1.             Each Transaction constitutes aShare Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditionswhich, together with the terms and conditions set forth in the relatedSupplemental Confirmation (in respect of the relevant Transaction), shallgovern each such Transaction.

**GeneralTerms:**
| Trade Date:               |   | For each Transaction, as set forth in the Supplemental  Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|---------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Buyer:                    |   | Counterparty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Seller:                   |   | GS&Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Shares:                   |   | Common Stock, par value $0.01, of Counterparty  (Ticker: EYE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Forward Price:            |   | The average of the VWAP Prices for each Exchange  Business Day in the Calculation Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| VWAP Price:               |   | For any Exchange Business Day, the New York 10b-18  Volume Weighted Average Price per Share for the regular trading session  (including any extensions thereof) for such Exchange Business Day (without  regard to pre-open or after hours trading outside of any regular trading  session for such Exchange Business Day), as published by Bloomberg at 4:15  p.m. New York time on such Exchange Business Day, on Bloomberg page “EYE.N  <Equity> AQR_SEC” (or any successor thereto).                                                                                                                                                                                                                                            |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Forward Price             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Adjustment Amount:        |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Calculation Period:       |   | The period from and including the first Exchange  Business Day immediately following the Prepayment Date to and including the  Termination Date (as adjusted in accordance with the provisions hereof).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Termination Date:         |   | For each Transaction, the date set forth in the  Supplemental Confirmation (as the same may be postponed in accordance with  the provisions hereof); provided that GS&Co. shall have the right to  designate any date (the “**Accelerated Termination  Date**”) on or after the First Acceleration Date to be the  Termination Date by providing notice to Counterparty of any such designation  on the Accelerated Termination Date; *provided further*,  that if GS&Co. provides notice to Counterparty of such designation prior  to 9:30 a.m. New York City time on the Accelerated Termination Date, then the  Termination Date shall be the Exchange Business Day immediately preceding  such Accelerated Termination Date. |
|                      |   | *** ***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| First Acceleration  Date: |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Market Disruption  Event: |   | The definition of “Market Disruption Event” in  Section 6.3(a) of the Equity Definitions is hereby amended by deleting the  words “at any time during the one-hour period that ends at the relevant  Valuation Time” and inserting the words “at any time on any Scheduled Trading  Day during the Calculation Period or” after the word “material,” in the third  line thereof.                                                                                                                                                                                                                                                                                                                            |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                      |   | Notwithstanding anything to the contrary in the  Equity Definitions, to the extent that any Exchange Business Day in the  Calculation Period is a Disrupted Day, the Calculation Agent may postpone the  Termination Date. In such event, the Calculation Agent must determine whether  (i) such Disrupted Day is a                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

----

 
|                      |   | Disrupted Day in full, in which case the VWAP Price  for such Disrupted Day shall not be included for purposes of determining the  Forward Price or (ii) such Disrupted Day is a Disrupted Day only in part, in  which case the VWAP Price for such Disrupted Day shall be determined by the  Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on  such Disrupted Day effected before the relevant Market Disruption Event  occurred and/or after the relevant Market Disruption Event ended, and the  weighting of the VWAP Price for the relevant Exchange Business Days during  the Calculation Period shall be adjusted by the Calculation Agent for  purposes of determining the Forward Price, with such adjustments based on,  among other factors, the duration of any Market Disruption Event and the  volume, historical trading patterns and price of the Shares. |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |   | If a Disrupted Day occurs during the Calculation  Period, and each of the 9 immediately following Scheduled Trading Days is a  Disrupted Day, then the Calculation Agent, in its discretion, may either (i)  determine the VWAP Price for such ninth Scheduled Trading Day based on the  volume, historical trading patterns and price of the Shares and such other  factors as it deems appropriate or (ii) further extend the Calculation Period  as it deems necessary to determine the VWAP Price.                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exchange:            |   | New York Stock Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Related Exchange(s): |   | All Exchanges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Prepayment\Variable  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Obligation:          |   | Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Prepayment Amount:   |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Prepayment Date:     |   | Four (4) Exchange Business Days following the Trade  Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

Settlement Terms:

 
| Physical Settlement:    |   | Applicable; *provided* that  GS&Co. does not, and shall not, make the agreement or the representations  set forth in Section 9.11 of the Equity Definitions related to the  restrictions imposed by applicable securities laws with respect to any Shares  delivered by GS&Co. to Counterparty under any Transaction.                                                                                                                                                                                                                                 |
|-------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Number of Shares        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| to be Delivered:        |   | A number of Shares equal to (a) the Prepayment  Amount *divided by* (b) the Forward Price *minus* the Forward Price Adjustment Amount; *provided* that the Number of Shares to be Delivered will be  not less than the Minimum Shares and not greater than the Maximum Shares. The  Number of Shares to be Delivered on the Settlement Date shall be reduced, but  not below zero, by (i) any Shares delivered pursuant to the Initial Share  Delivery described below and (ii) any Shares delivered pursuant to the  Minimum Share Delivery described below. |
|                    |   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Excess Dividend Amount: |   | For the avoidance of doubt, all references to the  Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the  Equity Definitions.                                                                                                                                                                                                                                                                                                                                                                                                               |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Settlement Date:        |   | Three (3) Exchange Business Days following the  Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Settlement Currency:    |   | USD                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

----

 
| Initial Share Delivery:      |   | GS&Co. shall deliver a number of Shares equal to  the Initial Shares to Counterparty on the Initial Share Delivery Date in  accordance with Section 9.4 of the Equity Definitions, with the Initial Share  Delivery Date deemed to be a “Settlement Date” for purposes of such Section  9.4.                                                                                                                                                                                                                                                                                                                 |
|------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Initial Shares:              |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Initial Share Delivery Date: |   | Four (4) Exchange Business Days following the Trade  Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Minimum Share Delivery:      |   | GS&Co. shall deliver a number of Shares equal to  the excess, if any, of the Minimum Shares over the Initial Shares on the  Minimum Share Delivery Date in accordance with Section 9.4 of the Equity  Definitions, with the Minimum Share Delivery Date deemed to be a “Settlement  Date” for purposes of such Section 9.4.                                                                                                                                                                                                                                                                                  |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Minimum Share Delivery       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Date:                        |   | Four (4) Exchange Business Days following the first  day of the Calculation Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Minimum Shares:              |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Maximum Shares:              |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Share Adjustments:           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Potential Adjustment Event:  |   | Notwithstanding anything to the contrary in Section  11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not  constitute a Potential Adjustment Event.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Extraordinary Dividend:      |   | For any calendar quarter, any dividend or  distribution on the Shares with an ex-dividend date occurring during such  calendar quarter (other than any dividend or distribution of the type  described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the  Equity Definitions) (a “**Dividend**”)  the amount or value of which (as determined by the Calculation Agent), when  aggregated with the amount or value (as determined by the Calculation Agent)  of any and all previous Dividends with ex-dividend dates occurring in the  same calendar quarter, exceeds the Ordinary Dividend Amount. |
|                         |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Ordinary Dividend Amount:    |   | For each Transaction, as set forth in the  Supplemental Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Method of Adjustment:        |   | Calculation Agent Adjustment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

Extraordinary Events:

 

Consequences of Merger Events and Tender Offers:

 
| (a)                | Share-for-Share:    |       | Modified Calculation Agent Adjustment |
|--------------------|---------------------|------------|---------------------------------------|
|               |                |       |                                  |
| (b)                | Share-for-Other:    |       | Cancellation and Payment              |
|               |                |       |                                  |
| (c)                | Share-for-Combined: |       | Component Adjustment                  |
|               |                |       |
| Determining Party: |                | GS&Co. |

 

----

 
| Tender Offer:            |   | Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Nationalization,         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Insolvency or Delisting: |   | Cancellation and Payment; *provided*  that in addition to the provisions of Section 12.6(a)(iii) of the Equity  Definitions, it shall also constitute a Delisting if the Exchange is located  in the United States and the Shares are not immediately re-listed, re-traded  or re-quoted on any of the New York Stock Exchange, the American Stock  Exchange or The NASDAQ National Market (or their respective successors); if  the Shares are immediately re-listed, re-traded or re-quoted on any such  exchange or quotation system, such exchange or quotation system shall be  deemed to be the Exchange. |

Notwithstandinganything to the contrary in the Equity Definitions, if, as a result of a MergerEvent, a Tender Offer, a Nationalization, an Insolvency or a Delisting, Cancellationand Payment applies to one or more Transactions hereunder (whether in whole orin part), an Additional Termination Event (with the Transactions (or portionsthereof) to which Cancellation and Payment applies being the AffectedTransactions, Counterparty being the sole Affected Party and the EarlyTermination Date being the date on which such Transactions would be cancelledpursuant to Article 12 of the Equity Definitions) shall be deemed to occur,and, in lieu of Sections 12.7 and 12.8 of the Equity Definitions, Section 6 ofthe Agreement shall apply to such Affected Transactions.

AdditionalDisruption Events:
| (a)    | Change in Law:        |   | Applicable                                                                                                                                                                                                                                                                                            |
|--------|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                  |   |                                                                                                                                                                                                                                                                                                  |
| (b)    | Failure to Deliver:   |   | Applicable                                                                                                                                                                                                                                                                                            |
|   |                  |   |                                                                                                                                                                                                                                                                                                  |
| (c)    | Insolvency Filing:    |   | Applicable                                                                                                                                                                                                                                                                                            |
|   |                  |   |                                                                                                                                                                                                                                                                                                  |
| (d)    | Loss of Stock Borrow: |   | Applicable; *provided* that  Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions shall be  amended by deleting the words “at a rate equal to or less than the Maximum  Stock Loan Rate” and replacing them with “at a rate of return equal to or  greater than zero”. |
|   |                  |   | * *                                                                                                                                                                                                                                                                                              |
|   | Hedging Party:        |   | GS&Co.                                                                                                                                                                                                                                                                                            |
|   |                  |   |                                                                                                                                                                                                                                                                                                  |
|   | Determining Party:    |   | GS&Co.                                                                                                                                                                                                                                                                                            |

Notwithstandinganything to the contrary in the Equity Definitions, if, as a result of anAdditional Disruption Event, any Transaction is cancelled or terminated, anAdditional Termination Event (with such terminated Transaction(s) being theAffected Transaction(s), Counterparty being the sole Affected Party and theEarly Termination Date being the date on which such Transaction(s) would becancelled or terminated pursuant to Article 12 of the Equity Definitions) shallbe deemed to occur, and, in lieu of Sections 12.7 and 12.8 of the EquityDefinitions, Section 6 of the Agreement shall apply to such AffectedTransaction(s).
| Non-Reliance/Agreements and   |   |                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Acknowledgements Regarding    |   |                                                                                                                                                                                                                                                                                                                                                          |
| Hedging Activities/Additional |   |                                                                                                                                                                                                                                                                                                                                                          |
| Acknowledgements:             |   | Applicable                                                                                                                                                                                                                                                                                                                                                    |
|                          |   |                                                                                                                                                                                                                                                                                                                                                          |
| Transfer:                     |   | Notwithstanding anything to the contrary in the  Agreement, GS&Co. may assign, transfer and set over all rights, title and  interest, powers, privileges and remedies of GS&Co. under this  Transaction, in whole or in part, to an affiliate of GS&Co. that is  guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty. |

 

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| GS&Co. Payment Instructions:      |   | Chase Manhattan Bank New York                                                                |
|---------------------------------------|--------|----------------------------------------------------------------------------------------------|
|                                  |   | For A/C Goldman, Sachs & Co.                                                             |
|                                  |   | A/C #930-1-011483                                                                            |
|                                  |   | ABA: 021-000021                                                                              |
|                                  |   |                                                                                         |
| Counterparty’s Contact Details   |   |                                                                                         |
| for Purpose of Giving Notice:         |   | Telephone No.:     (714)  247-8404                                       |
|                                  |   | Facsimile No.:       (714)  247-8405                                |
|                                  |   | Attention: Randy Meier, Executive Vice President and  Chief Financial Officer                |
|                                  |   |                                                                                         |
|                                  |   | With a copy to:                                                                              |
|                                  |   | Randy Meier                                                                                  |
|                                  |   | Executive Vice President and Chief Financial Officer                                         |
|                                  |   | Advanced Medical Optics, Inc.  1700 E. St. Andrew Place  P.O. Box 25162  Santa Ana, CA 92799 |
|                                  |   |                                                                                         |
| GS&Co.’s Contact Details for |   |                                                                                         |
| Purpose of Giving Notice:             |   | Telephone No.:                                                                               | (212) 902-8996 |
|                                  |   | Facsimile No.:                                                                               | (212) 902-0112 |
|                                  |   | Attention:  Equity Operations: Options and Derivatives                                       |
|                                  |   |                                                                                         |
|                                  |   | With a copy to:                                                                              |
|                                  |   | Tracey McCabe                                                                                |
|                                  |   | Equity Capital  Markets                                                                      |
|                                  |   | One New York  Plaza                                                                          |
|                                  |   | New York, NY  10004                                                                          |
|                                  |   | Telephone No.:                                                                               | (212) 357-0428 |
|                                  |   | Facsimile No.:                                                                               | (212) 902-3000 |

# 2.                                       CalculationAgent.               GS&Co.

# 3.             Additional MutualRepresentations, Warranties and Covenants. In addition to the representations and warranties in the Agreement, eachparty represents, warrants and covenants to the other party that:

## (a)           Eligible Contract Participant.  It is an “eligible contract participant”, asdefined in the U.S. Commodity Exchange Act (as amended), and is entering intoeach Transaction hereunder as principal and not for the benefit of any thirdparty.

## (b)           Accredited Investor.  Each party acknowledges that the offer andsale of each Transaction to it is intended to be exempt from registration underthe Securities Act of 1933, as amended (the “**SecuritiesAct**”), by virtue of Section 4(2) thereof and the provisions ofRegulation D thereunder (“**Regulation D**”).  Accordingly, each party represents andwarrants to the other that (i) it has the financial ability to bear theeconomic risk of its investment in each Transaction and is able to bear a totalloss of its investment, (ii) it is an “accredited investor” as that termis defined under Regulation D, (iii) it will purchase each Transaction forinvestment and not with a view to the distribution or resale thereof in amanner that would violate the Securities Act, and (iv) the disposition of eachTransaction is restricted under this Master Confirmation, the Securities Actand state securities laws.

----

## 3A.          AdditionalRepresentations, Warranties and Covenants of GS&Co.

## (a)           Duringthe period commencing on the first day of the Calculation Period and ending onthe [*] Exchange Business Day immediately following the end of the CalculationPeriod, or such earlier day as elected by GS&Co. and communicated toCounterparty on such day (the “**RelevantPeriod**”), GS&Co. will use good faith efforts to effect purchasesof the Relevant Shares in accordance with Rule 10b-18(b)(2), (3) and (4), andeffect calculations in respect thereof, as if those sections applied toGS&Co., taking into account any applicable Securities and ExchangeCommission no-action letters as appropriate and subject to any delays between theexecution and reporting of a trade of the Shares on the Exchange and othercircumstances beyond its control.  “**Relevant Shares**” means, for anyTransaction, the excess of the Maximum Shares over the Initial Shares for suchTransaction.

## (b)           GS&Co.represents to the Counterparty that the Initial Shares will be purchased from alimited number of “qualified institutional buyers,” as that term is definedunder Rule 144A of the Securities Act, in privately-negotiated transactions.

# 4.             Additional Representations,Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in theAgreement and those contained herein, as of (i) the date hereof, (ii) the TradeDate and (iii) to the extent indicated below, each day during the CalculationPeriod, Counterparty represents, warrants and covenants to GS&Co. that:

(a)           thepurchase or writing of each Transaction and the transactions contemplatedhereby will not violate Rule 13e-1 or Rule 13e-4 under the SecuritiesExchange Act of 1934, as amended (the “**Exchange Act**”);

(b)           itis not entering into any Transaction on the basis of, and is not aware of, anymaterial non-public information with respect to the Shares or in anticipationof, in connection with, or to facilitate, a distribution of its securities, aself tender offer or a third-party tender offer, other than any distribution ofCounterparty’s 3.25% Convertible Senior Subordinated Notes due 2026;

(c)           eachTransaction is being entered into pursuant to a publicly disclosed Sharebuy-back program and its Board of Directors has approved the use of derivativesto effect the Share buy-back program;

(d)           Counterpartyacknowledges that, notwithstanding the generality of Section 13.1 of the EquityDefinitions, it acknowledges that GS&Co. is not making any representationsor warranties with respect to the treatment of any Transaction under FASBStatements 128, 133 as amended or 149, 150, EITF 00-19 (or any successor issuestatements) or under FASB’s Liabilities & Equity Project;

(e)           Counterpartyis in compliance with its reporting obligations under the Exchange Act and itsmost recent Annual Report on Form 10-K, together with all reports subsequentlyfiled by it pursuant to the Exchange Act, taken together and as amended andsupplemented to the date of this representation, do not, as of their respectivefiling dates, contain any untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary to make thestatements therein, in the light of the circumstances under which they weremade, not misleading;

(f)            Counterparty shall report each Transaction as requiredunder Regulation S-K and/or Regulation S-B under the Exchange Act, asapplicable;

(g)           duringthe Relevant Period, the Shares or securities that are convertible into, orexchangeable or exercisable for Shares are not subject to a “restricted period”as such term is defined in Regulation M promulgated under the Exchange Act (“**Regulation M**”) or, if such restricted period does occurduring the Relevant Period, Counterparty agrees to provide written notice toGS&Co. to that effect upon the earlier to occur of (x) the commencement ofsuch restricted period or (y) the public announcement of the transactionresulting in such restricted period; Counterparty acknowledges that any suchnotice may cause the Relevant Period to be extended or suspended pursuant toSection 5 below; accordingly, Counterparty acknowledges that its delivery ofsuch notice must comply with the standards set forth in Section 6 below;

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* This information has been omitted based on a request for confidentialtreatment.  The omitted portions havebeen separately filed with the Securities and Exchange Commission.

 

----

 

(h)           Counterparty acknowledges that eachTransaction is a derivatives transaction in which it has granted GS&Co. anoption.  GS&Co. may purchase sharesfor its own account at an average price that may be greater than, or less than,the price paid by Counterparty under the terms of the related Transaction;

 

(i)            asof the Trade Date, the Prepayment Date, the Initial Share Delivery Date and theMinimum Share Delivery Date, (i) the assets of Counterparty at their fairvaluation exceed the liabilities of Counterparty, including contingentliabilities, (ii) the capital of Counterparty is adequate to conduct thebusiness of Counterparty and (iii) Counterparty has the ability to pay itsdebts and obligations as such debts mature and does not intend to, or does notbelieve that it will, incur debt beyond its ability to pay as such debts mature;

(j)            Counterparty is not and, aftergiving effect to the Transaction, will not be, required to register as an “investmentcompany” as such term is defined in the Investment Company Act of 1940, asamended;

(k)           Counterpartywill not take any action or refrain from taking any action that it hasdetermined in good faith would be reasonably likely to limit or in any wayadversely affect GS&Co.’s rights under the Agreement, this MasterConfirmation or any Supplemental Confirmation; and

(l)            ithas not, and during any Relevant Period will not, enter into agreements similarto the Transactions described herein where any initial hedge period (howeverdefined) or the calculation period (however defined) in such other transactionwill overlap at any time (including as a result of extensions in such initialhedge period or calculation period as provided in the relevant agreements) withany Relevant Period under this Master Confirmation.  In the event that the initial hedge period orcalculation period in any other similar transaction overlaps with any RelevantPeriod under this Master Confirmation as a result of an extension of theTermination Date pursuant to Section 5 herein, Counterparty shall promptlyamend such transaction to avoid any such overlap.

# 5.             Suspension of Calculation Period.

## (a)           If Counterparty concludes that itwill be engaged in a distribution of the Shares for purposes of Regulation M,Counterparty agrees that it will, upon the earlier to occur of (x) thecommencement of the “restricted period” (as defined in Regulation M) or (y) thepublic announcement of the transaction resulting in such restricted period,direct GS&Co. not to purchase Shares in connection with hedging anyTransaction during such restricted period. If on any Scheduled Trading Day Counterparty delivers written notice(and confirms by telephone) by 8:30 a.m. New York Time (the “**Notification Time**”) then such notice shallbe effective to suspend the Calculation Period as of such NotificationTime.  In the event that Counterpartydelivers notice and/or confirms by telephone after the Notification Time, thenthe Calculation Period shall be suspended effective as of 8:30 a.m. New YorkTime on the following Scheduled Trading Day or as otherwise required by law oragreed between Counterparty and GS&Co. The Calculation Period shall be suspended and the Termination Date shallbe extended for each Scheduled Trading Day in such restricted period;accordingly, Counterparty acknowledges that its delivery of such notice mustcomply with the standards set forth in Section 6 below, including, withoutlimitation, the requirement that such notice be made at a time at which none ofCounterparty or any officer, director, manager or similar person ofCounterparty is aware of any material non-public information regardingCounterparty or the Shares.

## (b)           In the event that GS&Co.concludes, in its good faith discretion, based on advice of outside legalcounsel, that it is appropriate with respect to any legal, regulatory orself-regulatory requirements or related policies and procedures (whether or notsuch requirements, policies or procedures are imposed by law or have beenvoluntarily adopted by GS&Co.), for it to refrain from purchasing Shares onany Scheduled Trading Day during the Calculation Period, GS&Co. may bywritten notice to Counterparty elect to suspend the Calculation Period, as thecase may be, for such number of Scheduled Trading Days as is specified in thenotice; provided that GS&Co. may exercise this right to suspend only inrelation to events or circumstances that are unknown to it or any of itsaffiliates at the Trade Date of any Transaction, occur within the normal courseof its or any of its affiliates’ businesses, and are not the result ofdeliberate actions of it or any of its affiliates with the intent to avoid itsobligations under the terms of any Transaction. The notice shall not specify, and GS&Co. shall not otherwisecommunicate to Counterparty, the reason for GS&Co.’s election to suspendthe Calculation Period.  The CalculationPeriod shall be

----

## suspended and the Termination Date shall beextended for each Scheduled Trading Day occurring during any such suspension.

## (c)           Inthe event that the Calculation Period is suspended pursuant to Section 5(a) or5(b) above during the regular trading session on the Exchange, such suspensionshall be deemed to be an additional Market Disruption Event, and the secondparagraph under “Market Disruption Event” shall apply to any Disrupted Dayoccurring during the Calculation Period solely as a result of such additionalMarket Disruption Event.

## (d)           In the event that the CalculationPeriod is extended pursuant to any provision hereof (including, withoutlimitation, pursuant to Section 9(d) below), the Calculation Agent, in itscommercially reasonable discretion, shall adjust any relevant terms of therelated Transaction if necessary to preserve as nearly as practicable theeconomic terms of such Transaction prior to such extension; *provided* that Counterparty shall not berequired to make any additional cash payments or deliver any Shares inconnection with any such adjustments.

# 6.             10b5-1Plan.  Counterparty represents,warrants and covenants to GS&Co. that for each Transaction:

## (a)           Counterparty isentering into this Master Confirmation and each Transaction hereunder in goodfaith and not as part of a plan or scheme to evade the prohibitions of Rule10b5-1 under the Exchange Act (“**Rule 10b5-1**”).  It is the intent of the parties that eachTransaction entered into under this Master Confirmation comply with the requirementsof Rule 10b5-1(c)(1)(i)(A) and (B) and each Transaction entered into under thisMaster Confirmation shall be interpreted to comply with the requirements ofRule 10b5-1(c).

## (b)           Counterparty willnot seek to control or influence GS&Co. to make “purchases or sales”(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transactionentered into under this Master Confirmation, including, without limitation,GS&Co.’s decision to enter into any hedging transactions.  Counterparty represents and warrants that ithas consulted with its own advisors as to the legal aspects of its adoption andimplementation of this Master Confirmation and each Supplemental Confirmationunder Rule 10b5-1.

## (c)           Counterparty acknowledges and agreesthat any amendment, modification, waiver or termination of this MasterConfirmation or the relevant Supplement Confirmation must be effected inaccordance with the requirements for the amendment or termination of a “**plan**” as defined in Rule 10b5-1(c).  Without limiting the generality of theforegoing, any such amendment, modification, waiver or termination shall bemade in good faith and not as part of a plan or scheme to evade theprohibitions of Rule 10b-5, and no such amendment, modification, waiver ortermination shall be made at any time at which Counterparty or any officer,director, manager or similar person of Counterparty is aware of any materialnon-public information regarding Counterparty or the Shares.

# 7.             CounterpartyPurchases.

# Counterparty (or any “affiliated purchaser” as definedin Rule 10b-18 under the Exchange Act (“**Rule 10b-18**”))shall not, without the prior written consent of GS&Co., directly orindirectly purchase any Shares, listed contracts on the Shares or securitiesthat are convertible into, or exchangeable or exercisable for Shares(including, without limitation, any Rule 10b-18 purchases of blocks (as definedin Rule 10b-18)) during any Relevant Period (asextended pursuant to the provisions hereof).  During this time, any such purchases byCounterparty shall be made through GS&Co., or if not through GS&Co.,with the prior written consent of GS&Co., and in compliance withRule 10b-18 or otherwise in a manner that Counterparty and GS&Co.believe is in compliance with applicable requirements.

# 8.             Additional TerminationEvent.  The declaration of anyExtraordinary Dividend by the Issuer during the Calculation Period willconstitute an Additional Termination Event, with Counterparty as the soleAffected Party and all Transactions hereunder as the Affected Transactions.

# 9.             SpecialProvisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the EquityDefinitions,

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## (a)           Counterparty shall notify GS&Co.of any Merger Transaction upon the earlier to occur of (x) the publicannouncement (as defined in Rule 165(f) under the Securities Act of 1933, asamended) of such Merger Transaction or (y) the time immediately prior to theopening of trading in Shares on any day during which such public announcementoccurs prior to the close of trading in the Shares.

## (b)           promptly notify GS&Co. followingany such announcement that such announcement has been made; and

## (c)           promptly provide GS&Co. withwritten notice specifying (i) Counterparty’s average daily Rule 10b-18Purchases (as defined in Rule 10b-18) during the three full calendar monthsimmediately preceding the Announcement Date that were not effected throughGS&Co. or its affiliates and (ii) the number of Shares purchased pursuantto the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three fullcalendar months preceding the Announcement Date.  Such written notice shall be deemed to be acertification by Counterparty to GS&Co. that such information is true andcorrect.  In addition, Counterparty shallpromptly notify GS&Co. of the earlier to occur of the completion of suchtransaction and the completion of the vote by target shareholders.  Counterparty acknowledges that any suchnotice may cause the terms of any Transaction to be adjusted or such Transactionto be terminated; accordingly, Counterparty acknowledges that its delivery ofsuch notice must comply with the standards set forth in Section 6; and

## (d)           GS&Co. in its sole discretion may(i) make adjustments to the terms of any Transaction, including, withoutlimitation, the Termination Date, the Forward Price Adjustment Amount and theMaximum Shares to account for the number of Shares that could be purchased oneach day during the Calculation Period in compliance with Rule 10b-18 followingsuch public announcement, *provided*that Counterparty shall not be required to make any additional cash payments ordeliver any Shares in connection with any such adjustments or (ii) treat theoccurrence of such public announcement as an Additional Termination Event withCounterparty as the sole Affected Party.

# “**Merger Transaction**”means any merger, acquisition or similar transaction involving arecapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the ExchangeAct.

# 10.                                 Acknowledgments.  The parties hereto intend for:

## (a)           Each Transaction to be a “securitiescontract” as defined in Section 741(7) of the U.S. Bankruptcy Code (Title 11 ofthe United States Code) (the “**Bankruptcy Code**”),a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code, or a “forwardcontract” as defined in Section 101(25) of the Bankruptcy Code, and the partieshereto to be entitled to the protections afforded by, among other Sections,Sections 362(b)(6), 362(b)(17), 362(b)(27), 555, 556, 560 and 561 of theBankruptcy Code;

## (b)           The Agreement to be a “master nettingagreement” as defined in Section 101(38A) of the Bankruptcy Code;

## (c)           A party’s right to liquidate orterminate any Transaction, net out or offset termination values or paymentamounts, and to exercise any other remedies upon the occurrence of any Event ofDefault or Termination Event under the Agreement with respect to the otherparty or any Extraordinary Event that results in the termination orcancellation of any Transaction to constitute a “contractual right” (as definedin the Bankruptcy Code);

## (d)           All payments for, under or inconnection with each Transaction, all payments for the Shares and the transferof such Shares to constitute “settlement payments” and “transfers” (as definedin the Bankruptcy Code).

# 11.           Credit Support Documents.  The parties hereto acknowledge that noTransaction hereunder is secured by any collateral that would otherwise securethe obligations of Counterparty herein or pursuant to the Agreement.

# 12.           Limitation on Set-off.  (a)    Notwithstandinganything to the contrary in the Agreement or the Equity Definitions, thecalculation of any Settlement Amounts and Unpaid Amounts shall be calculatedseparately for (A) all Terminated Transactions in the Shares of the Issuer thatqualify as equity under applicable accounting rules

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# (collectively,the “**Equity Shares**”) as determined by theCalculation Agent and (B) all other Terminated Transactions under the Agreementincluding, without limitation, Transactions in Shares other than those of theIssuer (collectively, the “**Other Shares**”) andthe netting and set-off provisions of the Agreement shall only operate toprovide netting and set-off (i) among Terminated Transactions in the EquityShares and (ii) among Terminated Transactions in the Other Shares.  In no event shall the netting and set-offprovisions of the Agreement operate to permit netting and set-off betweenTerminated Transactions in the Equity Shares and Terminated Transactions in theOther Shares.

## (b)           The parties agree to amend Section 6of the Agreement by adding a new Section 6(f) thereto as follows:

“(f)  Upon the occurrence of an Event of Default orTermination Event with respect to a party who is the Defaulting Party or theAffected Party (“**X**”), the other party (“**Y**”) will have the right (but not be obliged) without prior noticeto X or any other person to set-off or apply any obligation of X owed to Y (orany Affiliate of Y) (whether or not matured or contingent and whether or notarising under the Agreement, and regardless of the currency, place of paymentor booking office of the obligation) against any obligation of Y (or anyAffiliate of Y) owed to X (whether or not matured or contingent and whether ornot arising under the Agreement, and regardless of the currency, place ofpayment or booking office of the obligation).  Y will give notice to the other party of anyset-off effected under this Section 6(f).

Amounts (or therelevant portion of such amounts) subject to set-off may be converted by Y intothe Termination Currency at the rate of exchange at which such party would beable, acting in a reasonable manner and in good faith, to purchase the relevantamount of such currency.  If anyobligation is unascertained, Y may in good faith estimate that obligation andset-off in respect of the estimate, subject to the relevant party accounting tothe other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge orother security interest.  This Section 6(f)shall be without prejudice and in addition to any right of set-off, combinationof accounts, lien or other right to which any party is at any time otherwiseentitled (whether by operation of law, contract or otherwise).”

## (c)           Notwithstanding anything to thecontrary in the foregoing, GS&Co. agrees not to set off or net amounts duefrom Counterparty with respect to any Transaction against amounts due fromGS&Co. to Counterparty under obligations other than Equity Contracts.  “**EquityContract**” means any transaction relating to Shares between theparties (or any of their affiliates) that qualifies as ‘equity’ underapplicable accounting rules.

# 13.           Early Termination.  In the event that an Early Termination Date(whether as a result of an Event of Default or a Termination Event) occurs oris designated with respect to any Transaction (except as a result of a MergerEvent in which the consideration or proceeds to be paid to holders of Sharesconsists solely of cash), if GS&Co. would owe any amount to Counterpartypursuant to Section 6(d)(ii) of the Agreement (calculated as if the Transactionsbeing terminated on such Early Termination Date were the sole Transactionsunder the Agreement) (any such amount, a “**GS&Co. Amount**”),then, in lieu of any payment of such GS&Co. Amount, Counterparty may, nolater than the Early Termination Date or the date on which such Transaction isterminated, elect for GS&Co. to deliver to Counterparty a number of Shares(or, in the case of a Merger Event, a number of units, each comprising thenumber or amount of the securities or property that a hypothetical holder ofone Share would receive in such Merger Event (each such unit, an “**Alternative Delivery Unit**” and, the securities or propertycomprising such unit, “**Alternative DeliveryProperty**”)) with a value equal to the GS&Co. Amount, asdetermined by the Calculation Agent (and the parties agree that, in making suchdetermination of value, the Calculation Agent may take into account a number offactors, including the market price of the Shares or Alternative DeliveryProperty on the date of early termination and the prices at which GS&Co.purchases Shares or Alternative Delivery Property to fulfill its deliveryobligations under this Section 13); *provided*that in determining the composition of any Alternative Delivery Unit, if therelevant Merger Event involves a choice of consideration to be received byholders,

#  

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# such holder shallbe deemed to have elected to receive the maximum possible amount of cash; *provided, further*, that GS&Co. willuse good faith efforts to effect any purchases of such Shares or AlternativeDelivery Property made after the receipt by GS&Co. of the relevant noticeof Counterparty’s election to receive Shares or Alternative Delivery Propertyin accordance with this paragraph in accordance with Rule 10b-18(b)(2), (3) and(4), and effect calculations in respect thereof, as if those sections appliedto GS&Co., taking into account any Securities and Exchange Commissionno-action letters as appropriate and subject to any delays between theexecution and reporting of a trade of the Shares on the Exchange and othercircumstances beyond its control.

# 14.           Payment Date upon EarlyTermination.  Notwithstandinganything to the contrary in Section 6(d)(ii) of the Agreement, all amountscalculated as being due in respect of an Early Termination Date under Section6(e) of the Agreement will be payable on the day that notice of the amountpayable is effective; *provided*that if Counterparty elects to receive Shares or Alternative Delivery Propertyin accordance with Section 13, such Shares or Alternative Delivery Propertyshall be delivered on a date selected by GS&Co as promptly as practicable(taking into consideration GS&Co.’s obligations hereunder, includingwithout limitation, its obligations under the second proviso to Section 13above).

# 15.           Special Provisions forCounterparty Payments.  The partieshereby agree that, notwithstanding anything to the contrary herein or in theAgreement, in the event that an Early Termination Date (whether as a result ofan Event of Default or a Termination Event) occurs or is designated withrespect to any Transaction and, as a result, Counterparty owes to GS&Co. anamount calculated under Section 6(e) of the Agreement (calculated as if theTransactions being terminated on such Early Termination Date were the soleTransactions under the Agreement), such amount shall be deemed to be zero.

# 16.           Claim in Bankruptcy.  GS&Co. agrees that in the event of thebankruptcy of Counterparty, GS&Co. shall not have rights or assert a claimthat is senior in priority to the rights and claims available to theshareholders of the common stock of Counterparty.

# 17.           Governing Law.  The Agreement, this Master Confirmation, eachSupplemental Confirmation and all matters arising in connection with theAgreement, this Master Confirmation and each Supplemental Confirmation shall begoverned by, and construed and enforced in accordance with, the laws of theState of New York (without reference to its choice of laws doctrine).

# 18.                                 Offices.

### (a)           The Office of GS&Co. for eachTransaction is:  One New York Plaza, NewYork, New York 10004.

### (b)           The Office of Counterparty for eachTransaction is:  170 East St AndrewPlace, Santa Ana, CA 92705

# 19.           **Arbitration.  The Agreement, this Master Confirmation andeach Supplemental Confirmation are subject to the following arbitrationprovisions:**

# **(a)           Allparties to this Confirmation are giving up the right to sue each other incourt, including the right to a trial by jury, except as provided by the rulesof the arbitration forum in which a claim is filed.**

# **(b)           Arbitrationawards are generally final and binding; a party’s ability to have a courtreverse or modify an arbitration award is very limited.**

# **(c)           Theability of the parties to obtain documents, witness statements and otherdiscovery is generally more limited in arbitration than in court proceedings.**

# **(d)           Thearbitrators do not have to explain the reason(s) for their award.**

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# **(e)           Thepanel of arbitrators will typically include a minority of arbitrators who wereor are affiliated with the securities industry, unless Counterparty is a memberof the organization sponsoring the arbitration facility, in which case allarbitrators may be affiliated with the securities industry.**

# **(f)            Therules of some arbitration forums may impose time limits for bringing a claim inarbitration.  In some cases, a claim thatis ineligible for arbitration may be brought in court.**

# **(g)           Therules of the arbitration forum in which the claim is filed, and any amendmentsthereto, shall be incorporated into this Confirmation.**

# **Counterparty agrees that any and all controversiesthat may arise between Counterparty and GS&Co., including, but not limitedto, those arising out of or relating to the Agreement or any Transactionhereunder, shall be determined by arbitration conducted before The New YorkStock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”), or, ifthe NYSE and NASD-DR decline to hear the matter, before the AmericanArbitration Association, in accordance with their arbitration rules then inforce.  The award of the arbitrator shallbe final, and judgment upon the award rendered may be entered in any court,state or federal, having jurisdiction.**

# **No person shall bring a putative or certifiedclass action to arbitration, nor seek to enforce any pre-dispute arbitrationagreement against any person who has initiated in court a putative class actionor who is a member of a putative class who has not opted out of the class withrespect to any claims encompassed by the putative class action until: (i) theclass certification is denied; (ii) the class is decertified; or (iii)Counterparty is excluded from the class by the court.**

**Such forbearance to enforce anagreement to arbitrate shall not constitute a waiver of any rights under thisConfirmation except to the extent stated herein.”**

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20.           Counterpartyhereby agrees (a) to check this Master Confirmation carefully and immediatelyupon receipt so that errors or discrepancies can be promptly identified andrectified and (b) to confirm that the foregoing (in the exact form provided byGS&Co.) correctly sets forth the terms of the agreement between GS&Co.and Counterparty with respect to any particular Transaction to which thisMaster Confirmation relates, by manually signing this Master Confirmation orthis page hereof as evidence of agreement to such terms and providing the otherinformation requested herein and immediately returning an executed copy toEquity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.
|                                    |                  | Yours faithfully,              |
|------------------------------------|-----------------------|--------------------------------|
|                               |                  |                           |
| ** **                         |                  | **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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SCHEDULEA

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:** |   | **[Insert Reference No.]**                                                                                                                                                                                                 |
| ** **    |   | ** **                                                                                                                                                                                                                 |
| **Date:**     |   | [                                    ] |

The purpose ofthis Supplemental 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 Confirmationsupplements, forms part of, and is subject to the Master Confirmation dated asof June 7, 2006 (the “**Master Confirmation**”)between the Contracting Parties, as amended and supplemented from time totime.  All provisions contained in theMaster Confirmation govern this Supplemental Confirmation except as expresslymodified below.

2.             The terms of the Transaction towhich this Supplemental Confirmation relates are as follows:
| Trade Date:                       |   | [                                ]                                                                                                                               |
|-----------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Termination  Date:                |   | [                                ],  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 [    ]                                                                                                                                                                                                                                                                                                        |
| Initial Shares:                   |   | [                      ]  Shares.                                                                                                                                                                                  |
| Minimum Shares:                   |   | [                      ]  Shares.                                                                                                                                                                                  |
| Maximum Shares:                   |   | [                      ]  Shares.                                                                                                                                                                                  |
| Ordinary  Dividend Amount:        |   | For any calendar quarter, USD0.00                                                                                                                                                                                                                                                                                                |

3.             Counterpartyrepresents and warrants to GS&Co. that neither it nor any “affiliatedpurchaser” (as defined in Rule 10b-18 under the Exchange Act) has made anypurchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under theExchange Act during the four full calendar weeks immediately preceding theTrade Date.

A-1

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Counterpartyhereby agrees (a) to check this Supplemental Confirmation carefully andimmediately upon receipt so that errors or discrepancies can be promptlyidentified 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:                          |   |
|       | Authorized  Signatory        |

Agreed andAccepted By:

**ADVANCEDMEDICAL OPTICS, INC.**
| By:    |   |   |   |   |
|--------|--------|--------|--------|--------|
|   | Name:  |   |   |   |
|   | Title: |   |   |   |
|        |        |        |        |        |  |

 

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