Advanced Medical Optics (EYE)

III. ELIGIBILITY AND PARTICIPATION

All regular full-time and part-time employees of the Company and its subsidiaries scheduled to work 20 or more hours per week in salary grades 6E and above (in the United States and Puerto Rico) and 7E and above (outside of the United States and Puerto Rico) are eligible to participate in the Plan. Participants in the Plan (“Participants”) shall be selected annually by the Organization, Compensation and Corporate Governance Committee (the “Committee”) from those eligible to participate in the Plan. Notwithstanding anything in the Plan to the contrary, an individual shall not be eligible to participate in the Plan if such individual (a) performs services for the Company and is classified or paid as an independent contractor (regardless of his or her classification for federal tax or other legal purposes) by the Company or (b) performs services for the Company pursuant to an agreement between the Company and any other person including a leasing organization.

ELIGIBILITY AND PARTICIPATION

3.1 Participation - Eligibility and Initial Period.

(a) Participation in this Plan is open only to Eligible Employees (as defined in Section 2.17) of the Company.

(b) Each Eligible Employee who was an Eligible Employee under the Predecessor Plan as of December 31, 2004 shall continue as an Eligible Employee under this Plan.

(c) Any other Eligible Employee, e.g., newly hired or promoted to Eligible Employee status on or after January 1, 2005, shall become a Participant as of the earlier of: (i) the first Deferral Period for which he or she submits a properly completed Participation Agreement, Deferral Election Form, and Investment Election Form during an Open Enrollment Period or (ii) the first Deferral Period in which he or she is credited with a “Profit Sharing Restoration Credit,” “Matching Contribution Restoration Credit,” or “Discretionary Credit” pursuant to Section 5.1. Upon notification of participation pursuant to clause (ii), an Eligible Employee shall submit a properly completed Participation Agreement and Investment Election Form during the enrollment period established by the Committee.

3.2 Participation - Subsequent Entry into Plan. An Eligible Employee who does not elect to become a Participant at the time of initial eligibility as set forth in Section 3.1(c) shall remain eligible to become a Participant subsequently as long as he or she continues his or her status as an Eligible Employee. In such event, the Eligible Employee may become a Participant as of the Plan Year for which he or she submits a properly completed Participation Agreement, Deferral Election Form, and Investment Election Form during the Open Enrollment Period for such Plan Year.