Advanced Medical Optics (EYE)

DEFERRAL ACCOUNTS

5.1 Deferral Accounts. Solely for record keeping purposes, a Deferral Account for each Plan Year shall be established and maintained for each Eligible Employee enrolled in the Plan (hereinafter referred to as “Participant.”) and credited with the following:

(a) Annual Deferrals, if any, at the time such amounts would otherwise have been paid to the Participant for the Plan Year;

(b) “Profit Sharing Restoration Credit(s)” equal to the excess, if any, of (i) the Participant’s “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) for the Plan Year under the AMO 401(k) Plan, determined as if the Participant’s “Compensation” (as defined in the AMO 401(k) Plan) had been calculated without deducting Annual Deferrals made under this Plan, and as if the “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) had been calculated without regard to the limitations imposed by Code Sections 401(a)(4), 401(a)(17) and 415, over (ii) such Participant’s actual “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan;

(c) “Matching Contribution Restoration Credit(s)” equal to the excess, if any, of (i) the Participant’s “Matching Contributions” (as defined in the AMO 401(k) Plan) for the Plan Year under the AMO 401(k) Plan, determined based on such Participant’s “Matched Deposits” (as defined in the AMO 401(k) Plan), and as if the Participant’s “Compensation” (as defined in the AMO 401(k) Plan) had been calculated without deducting Annual Deferrals made under this Plan, and as if the “Matching Contributions” (as defined in the AMO 401(k) Plan) had been calculated without regard to the limitations imposed by Code Sections 401(a)(4), 401(k), 401(m) and 415, over (ii) such Participant’s actual “Matching Contributions” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan; provided, however, that the Participant’s Deferral Account shall be credited with a “Matching Contribution Restoration Credit” only if he or she has contributed the maximum “Before Tax Deposits” (as defined in the AMO 401(k) Plan) permitted under the terms of the AMO 401(k) Plan for the Plan Year; and

(d) “Discretionary Credit(s)” in such amounts as the Committee may deem appropriate (but not to exceed two hundred thousand dollars ($200,000) for any Participant in any Plan Year), on such terms, including the time and form of payment of the Discretionary Credit, and subject to such further limits or conditions, including the maintenance of a separate Deferral Account for all or portion of such Discretionary Credit for the Plan Year, as the Board or Committee may prescribe. If a time and form of payment is not specified by the Board or Committee, that portion of a Discretionary Credit not subject to a valid Distribution Election Form (as determined under Code Section 409A) shall be maintained under a separate Deferral Account and the time and form of payment of that Deferral Account shall default to the time and form of payment as hereinafter provided.

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The amounts (if any) to be credited to a Participant’s Deferral Account pursuant to paragraphs (b) and (c) above shall be credited after the end of the Plan Year to which such credits relate and after such Participant’s actual “Profit Sharing Contribution” and actual “Matching Contributions” (each as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan are determined, but not later than the end of the Plan Year following the Plan Year to which such credits relate.

5.2 Investment Earnings on Deferral Accounts. The Deferral Accounts of a Participant shall be credited with investment earnings at the Fund Rate as provided in Section 5.3.

5.3 Participant Investment Elections

(a) Amounts credited under Section 5.1 with respect to a Plan Year beginning on or after the Effective Date shall be credited with investment earnings at the Fund Rate.

(b) The Participant may prospectively change the investment allocation to Fund Media on a monthly basis in whole or part by submitting an Investment Election Form or by using such electronic means and under such procedures as the Committee may permit.

5.4 Fund Media. The initial Fund Media under the Plan as of the Effective Date shall be as set forth on Appendix A, attached hereto. The Committee may add or delete Fund Media in its sole discretion from time to time. In the event of a deletion of a Fund Media, the Committee is not required to provide a new Fund Media option with similar investment objectives as those of the deleted Fund Media. For any amounts for which a deleted Fund Media had been selected, the Committee, in its sole discretion, may select an alternative Fund Media, either a fixed income Fund Media or an existing Fund Media that has similar investment objectives as the deleted Fund Media, to which to assign those amounts until the Participant selects otherwise. The Committee shall have no liability or responsibility with respect to the absolute or relative return of such alternative Fund Media to which it assigns such amounts. Participants must make an investment allocation to Fund Media in whole percentages equal to one hundred percent (100%), in the aggregate, of the amount invested in his or her Deferral Accounts.

5.5 Statement of Accounts. The Committee shall provide to each Participant periodic statements setting forth the balance of the Deferral Accounts maintained for such Participant. Notwithstanding anything contained in such statements, the provisions of the Plan shall govern exclusively the actual rate of interest or investment earnings to be credited and paid.

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DEFERRAL ACCOUNTS

5.1 Deferral Accounts. Solely for record keeping purposes, a Deferral Account shall be maintained for each Participant. The Deferral Account shall be credited with the following:

(a) Annual Deferrals at the time such amounts would otherwise have been paid to the Participant;

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(b) “Profit Sharing Restoration Credit(s)” equal to the excess, if any, of (i) the Participant’s “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan, determined as if the Participant’s “Compensation” (as defined in the AMO 401(k) Plan) had been calculated without deducting Annual Deferrals made under this Plan, and as if the “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) had been calculated without regard to the limitations imposed by Sections 401(a)(4), 401(a)(17) and 415 of the Code, over (ii) such Participant’s actual “Profit Sharing Contribution” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan;

(c) “Matching Contribution Restoration Credit(s)” equal to the excess, if any, of (i) the Participant’s “Matching Contributions” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan, determined based on such Participant’s “Matched Deposits” (as defined in the AMO 401(k) Plan), and as if the Participant’s “Compensation” (as defined in the AMO 401(k) Plan) had been calculated without deducting Annual Deferrals made under this Plan, and as if the “Matching Contributions” (as defined in the AMO 401(k) Plan) had been calculated without regard to the limitations imposed by Sections 401(a)(4), 401(k), 401(m) and 415 of the Code, over (ii) such Participant’s actual “Matching Contributions” (as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan; provided, however, that the Participant’s Deferral Account shall be credited with a “Matching Contribution Restoration Credit” only if he or she has contributed the maximum “Before Tax Deposits” (as defined in the AMO 401(k) Plan) permitted under the terms of the AMO 401(k) Plan for a Plan Year; and

(d) “Discretionary Credit(s)” in such amounts as the Committee may deem appropriate (but not to exceed two hundred thousand dollars ($200,000) for any Participant in any Plan Year), on such terms and subject to such further limits or conditions as the Board or Committee may prescribe.

The amounts (if any) to be credited to a Participant’s Deferral Account pursuant to paragraphs (b) and (c) above shall be credited after the end of the Plan Year to which such credits relate and after such Participant’s actual “Profit Sharing Contribution” and actual “Matching Contributions” (each as defined in the AMO 401(k) Plan) for such Plan Year under the AMO 401(k) Plan are determined, but not later than the end of the Plan Year following the Plan Year to which such credits relate.

5.2 Investment Earnings on Deferral Accounts. The Deferral Account of a Participant shall be credited with investment earnings at the Fund Rate as provided in Section 5.3.

5.3 Participant Investment Elections

(a) Any Deferral Election made by a Participant with respect to a Deferral Period beginning on or after the Effective Date shall be credited with investment earnings at the Fund Rate.

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(b) The Participant may prospectively change the investment allocation to Fund Media on a monthly basis in whole or part by submitting an Investment Election Form or by using such electronic means and under such procedures as the Committee may permit.

5.4 Fund Media. The initial Fund Media under the Plan as of the Effective Date shall be as set forth on Appendix A, attached hereto. The Committee may add or delete Fund Media in its sole discretion from time to time. In the event of a deletion of a Fund Media, the Committee is not required to provide a new Fund Media option with similar investment objectives as those of the deleted Fund Media. For any amounts for which a deleted Fund Media had been selected, the Committee, in its sole discretion, may select an alternative Fund Media, either a fixed income Fund Media or an existing Fund Media that has similar investment objectives as the deleted Fund Media, to which to assign those amounts until the Participant selects otherwise. The Committee shall have no liability or responsibility with respect to the absolute or relative return of such alternative Fund Media to which it assigns such amounts. Participants must make an investment allocation to Fund Media in whole percentages equal to one hundred percent (100%), in the aggregate, of the amount invested in Deferral Accounts.

5.5 Statement of Accounts. The Committee shall provide to each Participant periodic statements setting forth the balance of the Deferral Account maintained for such Participant. Notwithstanding anything contained in such statements, the provisions of the Plan shall govern exclusively the actual rate of interest or investment earnings to be credited and paid.