Advanced Medical Optics (EYE)

DEATH BENEFIT DISTRIBUTIONS

8.1 Entitlement to Death Benefits. If a Participant dies prior to the payment of a Retirement or Termination Benefit and upon proper notification by the Participant’s Beneficiary, the Company shall pay to the Beneficiary the Participant’s Deferral Accounts (as adjusted for amounts accrued as of that date but not yet credited) as Death Benefits at such times and in such forms as provided in Sections 8.2 and 8.3 or as permitted in Section 8.4.

8.2 Time of Commencement. The payment of a Deferral Account payable as a Death Benefit shall commence or shall be made within sixty (60) days following the date of the Participant’s death unless the Participant dies after Termination of Employment in which case, payment shall commence or shall be made at the same time the Deferral Account would have been paid as a Retirement Benefit or Termination Benefit, whichever is applicable, had the Participant continued to live. For purposes of this Section 8.2, the payment of a Death Benefit shall be treated as made upon the date specified herein, if, in the sole discretion of the Company, payment commences or is made by (i) the last day of the calendar year which contains the scheduled payment date or (ii) the 15^th day of the third calendar month following the scheduled payment date, whichever is the latest to occur.

8.3 Form of Death Benefits. A Deferral Account payable as a Death Benefit shall be paid as follows:

(a) Death of Participant on or after age 55. If a Participant dies prior to Termination of Employment and on or after age 55 or, prior to January 1, 2009, his or her Retirement Date, the Deferral Account shall be paid in the same form as it would have been paid had it been payable as a Retirement Benefit.

(b) Death of Participant prior to age 55. If a Participant dies prior to Termination of Employment and before reaching age 55 or, prior to January 1, 2009, his or her Retirement Date, the Deferral Account shall be paid in the form of a single lump sum (the “default payment form election”). A Participant may elect during the applicable Open Enrollment Period that payment of a Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) payable as a Death Benefit be in the form of twenty (20) or forty (40) quarterly installments. Notwithstanding a default payment form election or a Participant election to the contrary, the form of payment of a Death Benefit shall be subject to the following rules:

(i) Limited Cash-Out. If the total sum of a Participant’s Deferral Accounts on the date of his or death (as adjusted for amounts accrued as of that date but not yet credited) is less than the applicable dollar amount under Code Section 402(g)(1)(B) in effect for the Plan Year ($15,500 for the 2008 Plan Year), in which death occurs, the balance of such Participant’s Deferral Accounts shall be paid in a single lump sum. This paragraph (i) shall be effective January 1, 2009.

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(ii) Predetermined Cash-Out of $50,000. If the total sum of a Participant’s Deferral Accounts on the date of his or her death (as adjusted for amounts accrued as of that date but not yet credited) is more than the limited cash-out amount described in paragraph (i) but $50,000 or less, his or her Death Benefit(s) shall be paid in a single lump sum at such time or times as determined under Section 8.2.

(c) Death after Termination of Employment. If a Participant dies after Termination of Employment, a Death Benefit shall be paid in the same form as it would have been paid had the Death Benefit been payable as a Retirement Benefit or Termination Benefit, whichever is applicable, had the Participant continued to live or if installments payments began prior to the Participant’s death, installment payments shall continue as scheduled.

8.4 Change in Time or Form of Payment. Effective January 1, 2009, a Participant may change the time and/or form of payment of a Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) payable as a Death Benefit as follows:

(a) A Participant described in Sections 8.3(a) and 8.3(b) may not change the time of payment specified in Section 8.2.

(b) A Participant described in Section 8.3(a) may change the form of payment by changing the form of payment for the underlying Retirement Benefit to the extent permitted under Section 6.4; provided, that (i) the time of payment shall be governed by Section 8.2 notwithstanding Section 6.4(b) and (ii) the change in the form of payment was made at least 12 months prior to death.

(c) A Participant described in Section 8.3(b) may not change the form of payment specified in Section 8.3(b).

(d) A Participant described in Section 8.3(c) may change the time and/or form of payment by changing the time and/or form of payment for the underlying Retirement Benefit to the extent permitted under Section 6.4. This subsection (d) shall only apply to the extent the Deferral Account would have been payable as a Retirement Benefit had the Participant continued to live.

Prior to January 1, 2009, a change to the form of payment of Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) payable as a Death Benefit may be made in accordance with Section 11.4. A change to the time of payment of a Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) payable as a Death Benefit shall not be permitted under Section 11.4 except in the event of a Death Benefit paid to a Participant described in Section 8.3(c).

8.5 Investments After Death. A Participant’s Deferral Accounts shall remain invested as directed by the Participant (under a default investment election or a Participant election) unless the Committee receives other investment directions from a duly appointed representative

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or executor of the deceased Participant. Notwithstanding the foregoing, the Committee, may in its discretion, transfer the remaining unpaid portions of a deceased Participant’s Deferral Accounts into one of the Fund Media which is a fixed income investment at the time which is six (6) months from the death of the Participant. The Committee shall have no liability or responsibility with respect to the absolute or relative return of such Fund Media during the period commencing on the date that the amount is so invested and ending on the date of payment to the Participant’s Beneficiary of all amounts credited to the Participant’s Deferral Accounts.

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