EXHIBIT
10.4


SUPPLEMENTAL
CONFIRMATION


	
  To:

  	
   

  	
  Advanced Medical Optics, Inc.

  1700 East St Andrew Place

  Santa Ana, CA 92705

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Issuer VWAP Prepaid Share Forward Transaction

  
	
   

  	
   

  	
   

  
	
  Ref.
  No:

  	
   

  	
  SDB1621246575

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  June 7, 2006

  



The purpose of this
Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Advanced Medical Optics, Inc. (“Counterparty”) (together, the “Contracting
Parties”) on the Trade Date specified below.  This Supplemental Confirmation is a binding
contract between GS&Co. and Counterparty as of the relevant Trade Date for
the Transaction referenced below.


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


2.             The terms of the Transaction to which this Supplemental
Confirmation relates are as follows:


	
  Trade Date:

  	
   

  	
  June 7, 2006

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  March 7, 2007, subject to GS&Co.’s right to
  accelerate the Termination Date to any date on or after the First
  Acceleration Date.

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  [ * ], or, if such date is not an
  Exchange Business Day, the next following Exchange Business Day.

  
	
   

  	
   

  	
   

  
	
  Forward Price Adjustment Amount:

  	
   

  	
  USD [ * ]

  
	
   

  	
   

  	
   

  
	
  Prepayment Amount:

  	
   

  	
  USD 500,000,000

  
	
   

  	
   

  	
   

  
	
  Initial Shares:

  	
   

  	
  6,100,000 Shares.

  



 






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









 



 


	
  Minimum Shares:

  	
   

  	
  [ * ] Shares.

  
	
   

  	
   

  	
   

  
	
  Maximum Shares:

  	
   

  	
  [ * ] Shares.

  
	
   

  	
   

  	
   

  
	
  Ordinary Dividend Amount:

  	
   

  	
  For any calendar quarter, USD [ * ]

  



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






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


 









 



 


Counterparty hereby agrees (a) to check this Supplemental Confirmation
carefully and immediately upon receipt so that errors or discrepancies can be
promptly identified and rectified and (b) to confirm that the foregoing (in the
exact form provided by GS&Co.) correctly sets forth the terms of the
agreement between GS&Co. and Counterparty with respect to this Transaction,
by manually signing this Supplemental Confirmation or this page hereof as
evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to Equity
Derivatives Documentation Department, facsimile No. 212-428-1980/83.


	
  

  	
  Yours sincerely,

  
	
   

  	
   

  
	
  

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Conrad Langenegger

  
	
   

  	
   

  	
  Authorized
  Signatory

  



Agreed and Accepted By:


	
  ADVANCED MEDICAL OPTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Aimee S. Weisner

  	
   

  
	
   

  	
  Name: Aimee S. Weisner

  
	
   

  	
  Title:

  	
  Corporate Vice President,

  
	
   

  	
   

  	
  General Counsel and Secretary