Advanced Medical Optics (EYE)

I. PURPOSE

The purpose of the Advanced Medical Optics, Inc. 2002 Bonus Plan (the “Plan”) is to attract and retain highly qualified individuals; to obtain from each the best possible performance; and to include in such individual’s compensation package an annual incentive component which is tied directly to the accomplishment of specific corporate and individual objectives that enhance value for the stockholders of Advanced Medical Optics, Inc. (“AMO,” together with its subsidiaries, the “Company”).

With respect to individuals who the Committee (as defined below), in its sole discretion, determines meet or may meet the definition of “covered employee” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, such bonus compensation shall be based the accomplishment of specific preestablished financial performance objectives by the Company based on objective business criteria. Such bonus compensation is intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Code, and the regulations promulgated thereunder.

·       To elect three directors

·       To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2006

·       To consider such other business as may properly come before the meeting or any adjournment of the meeting

By Order of the Board of Directors

Aimee S. Weisner
Corporate Vice President, General Counsel and Secretary

April 20, 2006