Advanced Medical Optics (EYE)

RETIREMENT BENEFIT DISTRIBUTIONS

6.1 Entitlement to Retirement Benefits. Upon Termination of Employment on or after Retirement Date, the Company shall pay to the Participant his or her Deferral Accounts as Retirement Benefits at such times and in such forms as provided in Sections 6.2 and 6.3 or as permitted in Section 6.4.

6.2 Time of Commencement. The payment of a Deferral Account payable as a Retirement Benefit shall commence or shall be made within sixty (60) days following the date of Termination of Employment (the “default commencement election”). A Participant may elect during the applicable Open Enrollment Period that payment of such Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) commence or be made (i) on the first business day of January of the next following calendar year, or (ii) on the first business day of January of a later year (not to exceed ten (10) years from the date of Termination of Employment or, if earlier, the year in which the Participant attains age seventy (70)). Notwithstanding a default commencement election or a Participant election to the contrary, the time of payment of a Retirement Benefit shall be subject to the following rules:

(a) Six-Month Delay. In the case of a Participant who is a Specified Employee, the payment of a Participant’s Retirement Benefit shall (i) commence or shall be made no earlier than (1) the first business day after six (6) months following the Participant’s Termination of Employment or (2) the death of the Participant, whichever occurs first and (ii) any payments to which such Participant would have been entitled to during the six-month delay shall be paid on the first day of the seventh month.

(b) Limited Cash-Out. If the total sum of a Participant’s Deferral Accounts on the date of his or her Termination of Employment (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 Termination of Employment occurs, the balance of such Participant’s Deferral Accounts shall be paid following the date of Termination of Employment subject to subsection (a) above. This subsection (b) shall be effective January 1, 2009.

(c) Administrative Delay of Payment. For purposes of this Section 6.2, the payment of a Retirement 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, (ii) the last day of the calendar year in which a six month delay (as described in subsection (a)) expires, or (iii) the 15^th day of the third calendar month following the scheduled payment date or delayed payment date, whichever is the latest to occur.

6.3 Form of Retirement Benefits. A Deferral Account payable as a Retirement Benefit shall be paid in the form of sixty (60) quarterly installments or, in the case of an Eligible Salesperson, a single lump sum (the “default payment form election”). A Participant may elect during the applicable Open Enrollment Period that such Deferral Account (other than a Deferral Account established for a Participant while he or she was an Eligible Salesperson) be paid in the

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form of either a single lump sum or in 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 Retirement Benefit shall be subject to the following rules:

(a) Limited Cash-Out. If the total sum of a Participant’s Deferral Accounts on the date of his or her Termination of Employment (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 Termination of Employment occurs, the balance of such Participant’s Deferrals Accounts shall be paid in a single lump sum. This subsection (a) shall be effective January 1, 2009.

(b) Predetermined Cash-Out of $50,000. If the total sum of a Participant’s Deferral Accounts on the date of his or her Termination of Employment (as adjusted for amounts accrued as of that date but not yet credited) is more than the limited cash-out amount described in subsection (a) but $50,000 or less, his or her Retirement Benefit(s) shall be paid in a single lump sum at such time or times as determined under Section 6.2.

6.4 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 Retirement Benefit to any other time and/or form of payment permitted under Sections 6.2 and 6.3 above; provided, that a Participant election:

(a) To change the time and/or form of payment shall not take effect until 12 months after the date on which the change is made; and

(b) To change the time and/or form of payment shall require a new time of payment that is at least five (5) years later than the prior payment date or first scheduled installment payment date.

Prior to January 1, 2009, a change to the time 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 Retirement Benefit may be made in accordance with Section 11.4.

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