EXHIBIT 10.3


EXECUTION COPY


GOLDMAN,
SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | Tel: 212 902
1000


Opening
Transaction


	
  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 master
confirmation (this “Master Confirmation”),
dated as of June 7, 2006, is intended to supplement the terms and provisions of
certain 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, is
neither a commitment by either party to enter into any Transaction nor evidence
of a Transaction.  The terms of any
particular Transaction shall be set forth in a Supplemental Confirmation in the
form 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 together
shall constitute a “Confirmation” as referred to in the Agreement specified
below.


The definitions
and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Master
Confirmation.  This Master Confirmation
and each Supplemental Confirmation evidences a complete binding agreement
between the Counterparty and GS&Co. as to subject matter and the terms of
each Transaction to which this Master Confirmation and such Supplemental Confirmation
relates and shall supersede all prior or contemporaneous written or oral
communications with respect thereto.


This Master
Confirmation and each Supplemental Confirmation supplement, form a part of, and
are subject to an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) (the “Agreement”) as
if GS&Co. and Counterparty had executed the Agreement on the date of this
Master Confirmation (but without any Schedule except for (i) the election
of Loss and Second Method, New York law (without regard to the conflicts of law
principles) 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 replacement
of 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 of
Section 5(a)(vi) shall apply to Counterparty, with a “Threshold Amount” of
USD 50 million).  All provisions
contained or incorporated by reference in the Agreement shall govern this
Master Confirmation and each Supplemental Confirmation.


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









 



1.             Each Transaction constitutes a
Share Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditions
which, together with the terms and conditions set forth in the related
Supplemental Confirmation (in respect of the relevant Transaction), shall
govern each such Transaction.


General
Terms:


	
  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.

  



Notwithstanding
anything to the contrary in the Equity Definitions, if, as a result of a Merger
Event, a Tender Offer, a Nationalization, an Insolvency or a Delisting, Cancellation
and Payment applies to one or more Transactions hereunder (whether in whole or
in part), an Additional Termination Event (with the Transactions (or portions
thereof) to which Cancellation and Payment applies being the Affected
Transactions, Counterparty being the sole Affected Party and the Early
Termination Date being the date on which such Transactions would be cancelled
pursuant 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 of
the Agreement shall apply to such Affected Transactions.


Additional
Disruption 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.

  



Notwithstanding
anything to the contrary in the Equity Definitions, if, as a result of an
Additional Disruption Event, any Transaction is cancelled or terminated, an
Additional Termination Event (with such terminated Transaction(s) being the
Affected Transaction(s), Counterparty being the sole Affected Party and the
Early Termination Date being the date on which such Transaction(s) would be
cancelled or terminated pursuant 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 of the Agreement shall apply to such Affected
Transaction(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.

  



 









 



 


	
  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.                                       Calculation
Agent.               GS&Co.


3.             Additional Mutual
Representations, Warranties and Covenants. 
In addition to the representations and warranties in the Agreement, each
party represents, warrants and covenants to the other party that:


(a)           Eligible Contract Participant.  It is an “eligible contract participant”, as
defined in the U.S. Commodity Exchange Act (as amended), and is entering into
each Transaction hereunder as principal and not for the benefit of any third
party.


(b)           Accredited Investor.  Each party acknowledges that the offer and
sale of each Transaction to it is intended to be exempt from registration under
the Securities Act of 1933, as amended (the “Securities
Act”), by virtue of Section 4(2) thereof and the provisions of
Regulation D thereunder (“Regulation D”).  Accordingly, each party represents and
warrants to the other that (i) it has the financial ability to bear the
economic risk of its investment in each Transaction and is able to bear a total
loss of its investment, (ii) it is an “accredited investor” as that term
is defined under Regulation D, (iii) it will purchase each Transaction for
investment and not with a view to the distribution or resale thereof in a
manner that would violate the Securities Act, and (iv) the disposition of each
Transaction is restricted under this Master Confirmation, the Securities Act
and state securities laws.









 



3A.          Additional
Representations, Warranties and Covenants of GS&Co.


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


(b)           GS&Co.
represents to the Counterparty that the Initial Shares will be purchased from a
limited number of “qualified institutional buyers,” as that term is defined
under 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 the
Agreement and those contained herein, as of (i) the date hereof, (ii) the Trade
Date and (iii) to the extent indicated below, each day during the Calculation
Period, Counterparty represents, warrants and covenants to GS&Co. that:


(a)           the
purchase or writing of each Transaction and the transactions contemplated
hereby will not violate Rule 13e-1 or Rule 13e-4 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”);


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


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


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


(e)           Counterparty
is in compliance with its reporting obligations under the Exchange Act and its
most recent Annual Report on Form 10-K, together with all reports subsequently
filed by it pursuant to the Exchange Act, taken together and as amended and
supplemented to the date of this representation, do not, as of their respective
filing dates, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


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


(g)           during
the Relevant Period, the Shares or securities that are convertible into, or
exchangeable 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 occur
during the Relevant Period, Counterparty agrees to provide written notice to
GS&Co. to that effect upon the earlier to occur of (x) the commencement of
such restricted period or (y) the public announcement of the transaction
resulting in such restricted period; Counterparty acknowledges that any such
notice may cause the Relevant Period to be extended or suspended pursuant to
Section 5 below; accordingly, Counterparty acknowledges that its delivery of
such notice must comply with the standards set forth in Section 6 below;






* 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.


 









 



 


(h)           Counterparty acknowledges that each
Transaction is a derivatives transaction in which it has granted GS&Co. an
option.  GS&Co. may purchase shares
for 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)            as
of the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the
Minimum Share Delivery Date, (i) the assets of Counterparty at their fair
valuation exceed the liabilities of Counterparty, including contingent
liabilities, (ii) the capital of Counterparty is adequate to conduct the
business of Counterparty and (iii) Counterparty has the ability to pay its
debts and obligations as such debts mature and does not intend to, or does not
believe that it will, incur debt beyond its ability to pay as such debts mature;


(j)            Counterparty is not and, after
giving effect to the Transaction, will not be, required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as
amended;


(k)           Counterparty
will not take any action or refrain from taking any action that it has
determined in good faith would be reasonably likely to limit or in any way
adversely affect GS&Co.’s rights under the Agreement, this Master
Confirmation or any Supplemental Confirmation; and


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


5.             Suspension of Calculation Period.


(a)           If Counterparty concludes that it
will 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) the
commencement of the “restricted period” (as defined in Regulation M) or (y) the
public announcement of the transaction resulting in such restricted period,
direct GS&Co. not to purchase Shares in connection with hedging any
Transaction 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 shall
be effective to suspend the Calculation Period as of such Notification
Time.  In the event that Counterparty
delivers notice and/or confirms by telephone after the Notification Time, then
the Calculation Period shall be suspended effective as of 8:30 a.m. New York
Time on the following Scheduled Trading Day or as otherwise required by law or
agreed between Counterparty and GS&Co. 
The Calculation Period shall be suspended and the Termination Date shall
be extended for each Scheduled Trading Day in such restricted period;
accordingly, Counterparty acknowledges that its delivery of such notice must
comply with the standards set forth in Section 6 below, including, without
limitation, the requirement that such notice be made at a time at which none of
Counterparty or any officer, director, manager or similar person of
Counterparty is aware of any material non-public information regarding
Counterparty or the Shares.


(b)           In the event that GS&Co.
concludes, in its good faith discretion, based on advice of outside legal
counsel, that it is appropriate with respect to any legal, regulatory or
self-regulatory requirements or related policies and procedures (whether or not
such requirements, policies or procedures are imposed by law or have been
voluntarily adopted by GS&Co.), for it to refrain from purchasing Shares on
any Scheduled Trading Day during the Calculation Period, GS&Co. may by
written notice to Counterparty elect to suspend the Calculation Period, as the
case may be, for such number of Scheduled Trading Days as is specified in the
notice; provided that GS&Co. may exercise this right to suspend only in
relation to events or circumstances that are unknown to it or any of its
affiliates at the Trade Date of any Transaction, occur within the normal course
of its or any of its affiliates’ businesses, and are not the result of
deliberate actions of it or any of its affiliates with the intent to avoid its
obligations under the terms of any Transaction. 
The notice shall not specify, and GS&Co. shall not otherwise
communicate to Counterparty, the reason for GS&Co.’s election to suspend
the Calculation Period.  The Calculation
Period shall be









 



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


(c)           In
the event that the Calculation Period is suspended pursuant to Section 5(a) or
5(b) above during the regular trading session on the Exchange, such suspension
shall be deemed to be an additional Market Disruption Event, and the second
paragraph under “Market Disruption Event” shall apply to any Disrupted Day
occurring during the Calculation Period solely as a result of such additional
Market Disruption Event.


(d)           In the event that the Calculation
Period is extended pursuant to any provision hereof (including, without
limitation, pursuant to Section 9(d) below), the Calculation Agent, in its
commercially reasonable discretion, shall adjust any relevant terms of the
related Transaction if necessary to preserve as nearly as practicable the
economic terms of such Transaction prior to such extension; provided that Counterparty shall not be
required to make any additional cash payments or deliver any Shares in
connection with any such adjustments.


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


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


(b)           Counterparty will
not 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 Transaction
entered into under this Master Confirmation, including, without limitation,
GS&Co.’s decision to enter into any hedging transactions.  Counterparty represents and warrants that it
has consulted with its own advisors as to the legal aspects of its adoption and
implementation of this Master Confirmation and each Supplemental Confirmation
under Rule 10b5-1.


(c)           Counterparty acknowledges and agrees
that any amendment, modification, waiver or termination of this Master
Confirmation or the relevant Supplement Confirmation must be effected in
accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c).  Without limiting the generality of the
foregoing, any such amendment, modification, waiver or termination shall be
made in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b-5, and no such amendment, modification, waiver or
termination shall be made at any time at which Counterparty or any officer,
director, manager or similar person of Counterparty is aware of any material
non-public information regarding Counterparty or the Shares.


7.             Counterparty
Purchases.


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


8.             Additional Termination
Event.  The declaration of any
Extraordinary Dividend by the Issuer during the Calculation Period will
constitute an Additional Termination Event, with Counterparty as the sole
Affected Party and all Transactions hereunder as the Affected Transactions.


9.             Special
Provisions for Merger Transactions. 
Notwithstanding anything to the contrary herein or in the Equity
Definitions,









 



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


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


(c)           promptly provide GS&Co. with
written notice specifying (i) Counterparty’s average daily Rule 10b-18
Purchases (as defined in Rule 10b-18) during the three full calendar months
immediately preceding the Announcement Date that were not effected through
GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant
to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full
calendar months preceding the Announcement Date.  Such written notice shall be deemed to be a
certification by Counterparty to GS&Co. that such information is true and
correct.  In addition, Counterparty shall
promptly notify GS&Co. of the earlier to occur of the completion of such
transaction and the completion of the vote by target shareholders.  Counterparty acknowledges that any such
notice may cause the terms of any Transaction to be adjusted or such Transaction
to be terminated; accordingly, Counterparty acknowledges that its delivery of
such 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, without
limitation, the Termination Date, the Forward Price Adjustment Amount and the
Maximum Shares to account for the number of Shares that could be purchased on
each day during the Calculation Period in compliance with Rule 10b-18 following
such public announcement, provided
that Counterparty shall not be required to make any additional cash payments or
deliver any Shares in connection with any such adjustments or (ii) treat the
occurrence of such public announcement as an Additional Termination Event with
Counterparty as the sole Affected Party.


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


10.                                 Acknowledgments.  The parties hereto intend for:


(a)           Each Transaction to be a “securities
contract” as defined in Section 741(7) of the U.S. Bankruptcy Code (Title 11 of
the United States Code) (the “Bankruptcy Code”),
a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code, or a “forward
contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties
hereto 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 the
Bankruptcy Code;


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


(c)           A party’s right to liquidate or
terminate any Transaction, net out or offset termination values or payment
amounts, and to exercise any other remedies upon the occurrence of any Event of
Default or Termination Event under the Agreement with respect to the other
party or any Extraordinary Event that results in the termination or
cancellation of any Transaction to constitute a “contractual right” (as defined
in the Bankruptcy Code);


(d)           All payments for, under or in
connection with each Transaction, all payments for the Shares and the transfer
of such Shares to constitute “settlement payments” and “transfers” (as defined
in the Bankruptcy Code).


11.           Credit Support Documents.  The parties hereto acknowledge that no
Transaction hereunder is secured by any collateral that would otherwise secure
the obligations of Counterparty herein or pursuant to the Agreement.


12.           Limitation on Set-off.  (a)    Notwithstanding
anything to the contrary in the Agreement or the Equity Definitions, the
calculation of any Settlement Amounts and Unpaid Amounts shall be calculated
separately for (A) all Terminated Transactions in the Shares of the Issuer that
qualify as equity under applicable accounting rules









 



(collectively,
the “Equity Shares”) as determined by the
Calculation Agent and (B) all other Terminated Transactions under the Agreement
including, without limitation, Transactions in Shares other than those of the
Issuer (collectively, the “Other Shares”) and
the netting and set-off provisions of the Agreement shall only operate to
provide netting and set-off (i) among Terminated Transactions in the Equity
Shares and (ii) among Terminated Transactions in the Other Shares.  In no event shall the netting and set-off
provisions of the Agreement operate to permit netting and set-off between
Terminated Transactions in the Equity Shares and Terminated Transactions in the
Other Shares.


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


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


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


(c)           Notwithstanding anything to the
contrary in the foregoing, GS&Co. agrees not to set off or net amounts due
from Counterparty with respect to any Transaction against amounts due from
GS&Co. to Counterparty under obligations other than Equity Contracts.  “Equity
Contract” means any transaction relating to Shares between the
parties (or any of their affiliates) that qualifies as ‘equity’ under
applicable 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 or
is designated with respect to any Transaction (except as a result of a Merger
Event in which the consideration or proceeds to be paid to holders of Shares
consists solely of cash), if GS&Co. would owe any amount to Counterparty
pursuant to Section 6(d)(ii) of the Agreement (calculated as if the Transactions
being terminated on such Early Termination Date were the sole Transactions
under the Agreement) (any such amount, a “GS&Co. Amount”),
then, in lieu of any payment of such GS&Co. Amount, Counterparty may, no
later than the Early Termination Date or the date on which such Transaction is
terminated, 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 the
number or amount of the securities or property that a hypothetical holder of
one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property
comprising such unit, “Alternative Delivery
Property”)) with a value equal to the GS&Co. Amount, as
determined by the Calculation Agent (and the parties agree that, in making such
determination of value, the Calculation Agent may take into account a number of
factors, including the market price of the Shares or Alternative Delivery
Property on the date of early termination and the prices at which GS&Co.
purchases Shares or Alternative Delivery Property to fulfill its delivery
obligations under this Section 13); provided
that in determining the composition of any Alternative Delivery Unit, if the
relevant Merger Event involves a choice of consideration to be received by
holders,


 
















such holder shall
be deemed to have elected to receive the maximum possible amount of cash; provided, further, that GS&Co. will
use good faith efforts to effect any purchases of such Shares or Alternative
Delivery Property made after the receipt by GS&Co. of the relevant notice
of Counterparty’s election to receive Shares or Alternative Delivery Property
in 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 applied
to GS&Co., taking into account any Securities and Exchange Commission
no-action letters as appropriate and subject to any delays between the
execution and reporting of a trade of the Shares on the Exchange and other
circumstances beyond its control.


14.           Payment Date upon Early
Termination.  Notwithstanding
anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts
calculated as being due in respect of an Early Termination Date under Section
6(e) of the Agreement will be payable on the day that notice of the amount
payable is effective; provided
that if Counterparty elects to receive Shares or Alternative Delivery Property
in accordance with Section 13, such Shares or Alternative Delivery Property
shall be delivered on a date selected by GS&Co as promptly as practicable
(taking into consideration GS&Co.’s obligations hereunder, including
without limitation, its obligations under the second proviso to Section 13
above).


15.           Special Provisions for
Counterparty Payments.  The parties
hereby agree that, notwithstanding anything to the contrary herein or in the
Agreement, in the event that an Early Termination Date (whether as a result of
an Event of Default or a Termination Event) occurs or is designated with
respect to any Transaction and, as a result, Counterparty owes to GS&Co. an
amount calculated under Section 6(e) of the Agreement (calculated as if the
Transactions being terminated on such Early Termination Date were the sole
Transactions under the Agreement), such amount shall be deemed to be zero.


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


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


18.                                 Offices.


(a)           The Office of GS&Co. for each
Transaction is:  One New York Plaza, New
York, New York 10004.


(b)           The Office of Counterparty for each
Transaction is:  170 East St Andrew
Place, Santa Ana, CA 92705


19.           Arbitration.  The Agreement, this Master Confirmation and
each Supplemental Confirmation are subject to the following arbitration
provisions:


(a)           All
parties to this Confirmation are giving up the right to sue each other in
court, including the right to a trial by jury, except as provided by the rules
of the arbitration forum in which a claim is filed.


(b)           Arbitration
awards are generally final and binding; a party’s ability to have a court
reverse or modify an arbitration award is very limited.


(c)           The
ability of the parties to obtain documents, witness statements and other
discovery is generally more limited in arbitration than in court proceedings.


(d)           The
arbitrators do not have to explain the reason(s) for their award.









 



(e)           The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry, unless Counterparty is a member
of the organization sponsoring the arbitration facility, in which case all
arbitrators may be affiliated with the securities industry.


(f)            The
rules of some arbitration forums may impose time limits for bringing a claim in
arbitration.  In some cases, a claim that
is ineligible for arbitration may be brought in court.


(g)           The
rules of the arbitration forum in which the claim is filed, and any amendments
thereto, shall be incorporated into this Confirmation.


Counterparty agrees that any and all controversies
that may arise between Counterparty and GS&Co., including, but not limited
to, those arising out of or relating to the Agreement or any Transaction
hereunder, shall be determined by arbitration conducted before The New York
Stock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”), or, if
the NYSE and NASD-DR decline to hear the matter, before the American
Arbitration Association, in accordance with their arbitration rules then in
force.  The award of the arbitrator shall
be 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 certified
class action to arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative class action
or who is a member of a putative class who has not opted out of the class with
respect to any claims encompassed by the putative class action until: (i) the
class certification is denied; (ii) the class is decertified; or (iii)
Counterparty is excluded from the class by the court.


Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
Confirmation except to the extent stated herein.”









 



20.           Counterparty
hereby agrees (a) to check this Master 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 any particular Transaction to which this
Master Confirmation relates, by manually signing this Master 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 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

  	
   

  	
   

  
							



 
















SCHEDULE
A


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:

  	
   

  	
  [Insert Reference No.]

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  [                                    ]

  



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:

  	
   

  	
  [                                ]

  
	
  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.             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.



 A-1
 






 



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:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



Agreed and
Accepted By:


ADVANCED
MEDICAL OPTICS, INC.


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  	
   

  
	
   

  	
  Title: