FORM OF

EXHIBIT 10.3

FORM OF

EMPLOYEE MATTERS AGREEMENT

BETWEEN

ALLERGAN, INC.

AND

ADVANCED MEDICAL OPTICS, INC.

EFFECTIVE AS OF

______________, 2002

TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS.................................................................................. 1
1.1 Affiliate............................................................................ 1
1.2 Agreement............................................................................ 1
1.3 Allergan............................................................................. 1
1.4 Allergan 401(k) Plan................................................................. 1
1.5 Allergan Business.................................................................... 1
1.6 Allergan Deferred Compensation Plan.................................................. 1
1.7 Allergan Employee.................................................................... 2
1.8 Allergan ESOP........................................................................ 2
1.9 Allergan Foreign Plan................................................................ 2
1.10 Allergan Group....................................................................... 2
1.11 Allergan Incentive Plan.............................................................. 2
1.12 Allergan Management Bonus Plan....................................................... 2
1.13 Allergan Option...................................................................... 2
1.14 Allergan Pension Plan................................................................ 2
1.15 Allergan Plan........................................................................ 2
1.16 Allergan Supplemental Benefits Plan.................................................. 2
1.17 Allergan Supplemental Retirement Plans............................................... 2
1.18 Allergan Welfare Plan................................................................ 3
1.19 AMO.................................................................................. 3
1.20 AMO 401(k) Plan...................................................................... 3
1.21 AMO Beneficiary...................................................................... 3
1.22 AMO Bonus Plans...................................................................... 3
1.23 AMO Business......................................................................... 3
1.24 AMO Deferred Compensation Plan....................................................... 3
1.25 AMO Employee......................................................................... 3
1.26 AMO Group............................................................................ 3
1.27 AMO Incentive Plan................................................................... 3
1.28 AMO International Stock Purchase Plan................................................ 4
1.30 AMO Plan............................................................................. 4
1.29 AMO Pre-Spin Bonus Plans............................................................. 4
1.31 AMO Rabbi Trust...................................................................... 4
1.32 AMO Stock Purchase Plan.............................................................. 4
1.33 AMO Supplemental Benefits Plan....................................................... 4
1.34 AMO Welfare Plan..................................................................... 4
1.35 Ancillary Agreements................................................................. 4
1.36 Assets............................................................................... 4
1.37 COBRA................................................................................ 4
1.38 Code................................................................................. 5
1.39 Contribution and Distribution Agreement.............................................. 5
1.40 Distribution......................................................................... 5
1.41 Distribution Date.................................................................... 5
1.42 DOL.................................................................................. 5
1.43 ERISA................................................................................ 5
1.44 IRS.................................................................................. 5
1.45 Liabilities.......................................................................... 5
1.46 Material Feature..................................................................... 5
1.47 Person............................................................................... 5
1.48 SEC.................................................................................. 5
1.49 Subsidiary........................................................................... 5

ARTICLE II. GENERAL PRINCIPLES........................................................................... 6
2.1 Assumption of Liabilities............................................................ 6
2.2 Establishment of AMO Plans........................................................... 7

TABLE OF CONTENTS
(Continued)

PAGE

2.3 AMO under No Obligation to Maintain Plans............................................ 7
2.4 Terms of Participation by AMO Employees in AMO Plans................................. 7
2.5 Dispute Resolution................................................................... 8
2.6 Foreign Plans........................................................................ 8

ARTICLE III. ALLERGAN 401(K) PLAN......................................................................... 8
3.1 Allergan 401(k) Plan................................................................. 8

ARTICLE IV. ALLERGAN PENSION PLAN........................................................................ 9
4.1 Pension Plan......................................................................... 9

ARTICLE V. ALLERGAN EMPLOYEE STOCK OWNERSHIP PLAN....................................................... 9
5.1 ESOP................................................................................. 9

ARTICLE VI. ALLERGAN SUPPLEMENTAL RETIREMENT PLANS....................................................... 9
6.1 Supplemental Retirement Plans........................................................ 9

ARTICLE VII. ALLERGAN HEALTH AND WELFARE PLANS............................................................ 10
7.1 Health and Welfare Plans as of the Distribution Date................................. 10
7.2 Health Plans through the Distribution Date........................................... 11
7.3 COBRA................................................................................ 11

ARTICLE VIII. EQUITY AND OTHER COMPENSATION................................................................ 11
8.1 Allergan Bonus Plans................................................................. 11
8.2 Deferred Compensation Plan........................................................... 12
8.3 AMO Incentive Plan................................................................... 12
8.4 Allergan Options..................................................................... 12
8.5 AMO Stock Purchase Plan and AMO International Stock Purchase Plan.................... 13

ARTICLE IX. ADMINISTRATIVE PROVISIONS.................................................................... 13
9.1 Contributions to Trusts.............................................................. 13
9.2 Sharing of Participant Information................................................... 13
9.3 Beneficiary Designations............................................................. 13
9.4 Requests for IRS and DOL Opinions.................................................... 13
9.5 Fiduciary Matters.................................................................... 13
9.6 Consent of Third Parties............................................................. 14

ARTICLE X. EMPLOYMENT-RELATED MATTERS................................................................... 14
10.1 Employment of Employees with U.S. Work Visas........................................ 14
10.2 Confidentiality and Proprietary Information.......................................... 14
10.3 Personnel Records.................................................................... 14
10.4 Medical Records...................................................................... 14
10.5 Unemployment Insurance Program....................................................... 14
10.6 Worker's Compensation Claims......................................................... 14
10.7 No Third-Party Beneficiaries......................................................... 15

ARTICLE XI. GENERAL PROVISIONS........................................................................... 15
11.1 Effect if Distribution Does Not Occur................................................ 15
11.2 Relationship of Parties.............................................................. 15
11.3 Affiliates........................................................................... 15
11.4 Governing Law........................................................................ 15
11.5 Assignment........................................................................... 15
11.6 Severability......................................................................... 15
11.7 Interpretation....................................................................... 16
11.8 Amendment............................................................................ 16
11.9 Termination.......................................................................... 16
11.10 Conflict............................................................................. 16
11.11 Entire Agreement..................................................................... 16
11.12 Counterparts......................................................................... 16

iii

SCHEDULES PAGE Page

SCHEDULE 1.24 AMO TRANSFERRED EMPLOYEES.................................................................. i

SCHEDULE 2.6 FOREIGN PLANS.............................................................................. ii

SCHEDULE 8.4 OPTIONS HELD BY CERTAIN NON-U.S. AMO TRANSFERRED EMPLOYEES................................. iii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT is entered into on ______________,
2002, between Allergan, Inc., a Delaware corporation, and Advanced Medical
Optics, Inc., a Delaware corporation. Capitalized terms used herein (other than
the formal names of Allergan Plans (as defined below) and related trusts of
Allergan) and not otherwise defined, shall have the respective meanings assigned
to them in Article I hereof.

WHEREAS, the Board of Directors of Allergan has determined that it is
in the best interests of Allergan and its shareholders to separate Allergan's
existing businesses into two independent businesses, the Allergan Business (as
defined below) and the AMO Business (as defined below); and

WHEREAS, in furtherance of the foregoing, Allergan and AMO have
agreed to enter into this Agreement to allocate between them assets, liabilities
and responsibilities with respect to certain employee compensation, benefit
plans, programs and arrangements, and certain employment matters;

NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements set forth below, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

Wherever used in this Agreement, the following terms shall have the
meanings indicated below, unless a different meaning is plainly required by the
context. The singular shall include the plural, unless the context indicates
otherwise. Headings of sections are used for convenience of reference only, and
in case of conflict, the text of this Agreement, rather than such headings,
shall control:

1.1 Affiliate. "Affiliate" has the meaning given it in the
Contribution and Distribution Agreement.

1.2 Agreement. "Agreement" means this Employee Matters Agreement,
including all the Schedules hereto, and all amendments made hereto from time to
time.

1.3 Allergan. "Allergan" means Allergan, Inc., a Delaware
corporation. In all such instances in which Allergan is referenced in this
Agreement, it shall also be deemed to include a reference to each member of the
Allergan Group, unless it specifically provides otherwise; Allergan shall be
solely responsible to AMO for ensuring that each member of the Allergan Group
complies with the applicable terms of this Agreement.

1.4 Allergan 401(k) Plan. "Allergan 401(k) Plan" means the
Allergan, Inc. Savings and Investment Plan, a qualified profit sharing plan.

1.5 Allergan Business. "Allergan Business" has the meaning given
it in the Contribution and Distribution Agreement.

1.6 Allergan Deferred Compensation Plan. "Allergan Deferred
Compensation Plan" means the Allergan, Inc. Executive Deferred Compensation
Plan.

1.7 Allergan Employee. "Allergan Employee" means an individual
who, as of the Distribution Date: (a) is actively employed by, or on an approved
leave of absence from, the Allergan Group, and (b) is not an AMO Employee.

1.8 Allergan ESOP. "Allergan ESOP" means the Allergan, Inc.
Employee Stock Ownership Plan, a qualified employee stock ownership plan.

1.9 Allergan Foreign Plan. "Allergan Foreign Plan" means a Plan
maintained by the Allergan Group for the benefit of its employees outside the
U.S. and Puerto Rico.

1.10 Allergan Group. "Allergan Group" has the meaning given it in
the Contribution and Distribution Agreement; provided, however, that, prior to
the Distribution Date, the Allergan Group shall include the AMO Group and,
effective as of the Distribution Date, the Allergan Group shall exclude the AMO
Group.

1.11 Allergan Incentive Plan. "Allergan Incentive Plan" means the
Allergan, Inc. 1989 Incentive Compensation Plan. For the avoidance of doubt,
Allergan Incentive Plan shall not mean the Allergan, Inc. 2001 Premium Priced
Stock Option Plan.

1.12 Allergan Management Bonus Plan. "Allergan Management Bonus
Plan" means the 2002 Allergan, Inc. Management Bonus Plan.

1.13 Allergan Option. "Allergan Option" means an option to purchase
Allergan common stock, $0.01 par value, granted pursuant to the Allergan
Incentive Plan.

1.14 Allergan Pension Plan. "Allergan Pension Plan" means the
Allergan, Inc. Pension Plan, a qualified pension plan.

1.15 Allergan Plan. "Allergan Plan" means any plan, policy,
program, payroll practice, arrangement, contract, trust, insurance policy, or
any agreement or funding vehicle providing compensation or benefits to
employees, former employees, directors or consultants of Allergan.

1.16 Allergan Supplemental Benefits Plan. "Allergan Supplemental
Benefits Plan" means the Allergan Supplemental Benefits Plan and the health and
welfare programs established thereunder for the benefit of the eligible
employees of Allergan and its U.S. and Puerto Rican Subsidiaries.

1.17 Allergan Supplemental Retirement Plans. "Allergan
Supplemental Retirement Plans" shall mean the Allergan, Inc. Supplemental
Retirement Income Plan and the Allergan, Inc. Supplemental Executive Benefit
Plan.

1.18 Allergan Welfare Plan. "Allergan Welfare Plan" means the
Allergan Welfare Benefits Plan and the health and welfare programs established
thereunder for the benefit of the eligible employees of Allergan and its U.S.
and Puerto Rican Subsidiaries.

1.19 AMO. "AMO" means Advanced Medical Optics, Inc., a Delaware
corporation. In all such instances in which AMO is referred to in this
Agreement, it shall also be deemed to include a reference to each member of the
AMO Group, unless it specifically provides otherwise; AMO shall be solely
responsible to Allergan for ensuring that each member of the AMO Group complies
with the applicable terms of this Agreement.

1.20 AMO 401(k) Plan. "AMO 401(k) Plan" means the qualified profit
sharing plan to be established by AMO pursuant to Section 2.2 and Article III.

1.21 AMO Beneficiary. "AMO Beneficiary" means a covered spouse or
dependent, or qualified beneficiary (as such term is defined under COBRA), in
each case, of an AMO Employee with respect to that AMO Employee's benefit under
the applicable Allergan Plan.

1.22 AMO Bonus Plans. "AMO Bonus Plans" means the bonus plans to
be established by AMO pursuant to Sections 2.2 and 8.1.

1.23 AMO Business. "AMO Business" has the meaning given it in the
Contribution and Distribution Agreement.

1.24 AMO Deferred Compensation Plan. "AMO Deferred Compensation
Plan" means the deferred compensation plan to be established by AMO pursuant to
Sections 2.2 and 8.2.

1.25 AMO Employee. "AMO Employee" means any individual who, as of
the Distribution Date, is: (a) an individual who prior to the Distribution Date
was actively employed by, or on an approved leave of absence from, the Allergan
Group, and (b) whose employment is transferred from the Allergan Group to the
AMO Group on or before the Distribution Date. Schedule 1.24 sets forth the names
and Social Security numbers of the AMO Employees. Allergan shall prepare a
preliminary Schedule 1.24, which shall be modified by Allergan to add or delete
names, as necessary, before the Distribution Date.

1.26 AMO Group. "AMO Group" has the meaning given it in the
Contribution and Distribution Agreement.

1.27 AMO Incentive Plan. "AMO Incentive Plan" means the stock plan
to be established by AMO pursuant to Sections 2.2 and 8.3.

1.28 AMO International Stock Purchase Plan. "AMO International
Stock Purchase Plan" means the employee stock purchase plan to be established by
AMO for the employees of its non-U.S. Subsidiaries pursuant to Section 2.2 and
Subsection 8.5(b).

1.29 AMO Plan. "Plan" means any plan, policy, program, payroll
practice, arrangement, contract, trust, insurance policy, or any agreement or
funding vehicle providing compensation or benefits to employees, former
employees, directors or consultants of AMO.

1.30 AMO Pre-Spin Bonus Plans. "AMO Pre-Spin Bonus Plans" means
the 2002 AMO Pre-Spin Management Bonus Plan and any other Allergan bonus plans
in which AMO Employees participated before the Distribution Date.

1.31 AMO Rabbi Trust. "AMO Rabbi Trust" shall mean the grantor
trust to be established by AMO pursuant to Section 8.2 for holding assets under
the AMO Deferred Compensation Plan.

1.32 AMO Stock Purchase Plan. "AMO Stock Purchase Plan," means the
"employee stock purchase plan" (within the meaning of Section 423(b) of the
Code) to be established by AMO for the benefit of the eligible employees of AMO
and its U.S. Subsidiaries pursuant to Section 2.2 and Subsection 8.5(a).

1.33 AMO Supplemental Benefits Plan. "AMO Supplemental Benefits
Plan" means the supplemental benefits plan, and the health and welfare programs
under such supplemental benefits plan, to be established by AMO pursuant to
Section 2.2 and Article VII for the benefit of the eligible employees of AMO and
its U.S. and Puerto Rican Subsidiaries.

1.34 AMO Welfare Plan. "AMO Welfare Plan" means the welfare
benefits plan, and the health and welfare programs under such welfare plan, to
be established by AMO for the benefit of the eligible employees of AMO and its
U.S. and Puerto Rican Subsidiaries pursuant to Section 2.2 and Article VII.

1.35 Ancillary Agreements. "Ancillary Agreements" has the meaning
given it in the Contribution and Distribution Agreement.

1.36 Assets. "Assets" has the meaning given it in the Contribution
and Distribution Agreement.

1.37 COBRA. "COBRA" means the continuation coverage requirements
for "group health plans" under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended from time to time, and as codified in
Code Section 4980B and ERISA Sections 601 through 608.

1.38 Code. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

1.39 Contribution and Distribution Agreement. "Contribution and
Distribution Agreement" means the Contribution and Distribution Agreement, dated
as of __________________, of which this is Exhibit C thereto.

1.40 Distribution. "Distribution" means Allergan's pro rata
distribution to the holders of its common stock, $0.01 par value, of all the
shares of AMO common stock owned by Allergan.

1.41 Distribution Date. "Distribution Date" means the date that
the Distribution is effective.

1.42 DOL. "DOL" means the United States Department of Labor.

1.43 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

1.44 IRS. "IRS" means the United States Internal Revenue Service.

1.45 Liabilities. "Liabilities" has the meaning given it in the
Contribution and Distribution Agreement.

1.46 Material Feature. "Material Feature" means any feature of a
Plan that could reasonably be expected to be of material importance, in the
aggregate, to the sponsoring employer or the participants (or their dependents
or beneficiaries) of that Plan, which could include, depending on the type and
purpose of the particular Plan, the class or classes of employees eligible to
participate in such Plan, the nature, type, form, source, and level of benefits
provided under such Plan, the amount or level of contributions, if any, required
to be made by participants (or their dependents or beneficiaries) to such Plan,
and the costs and expenses incurred by the sponsoring employer for implementing
and/or maintaining such Plan.

1.47 Person. "Person" has the meaning given it in the Contribution
and Distribution Agreement.

1.48 SEC. "SEC" means the United States Securities and Exchange
Commission.

1.49 Subsidiary. "Subsidiary" has the meaning given it in the
Contribution and Distribution Agreement.

ARTICLE II.
GENERAL PRINCIPLES

2.1 Assumption of Liabilities.

(a) AMO Liabilities. Effective as of Distribution Date,
and except as otherwise specifically provided in this Agreement, AMO hereby
assumes and agrees to pay, perform, fulfill and discharge: (i) all of the
Liabilities to, or relating to, AMO Employees relating to, arising out of, or
resulting from actual or alleged employment with the AMO Group after the
Distribution Date (including all of the Liabilities relating to, arising out of,
or resulting from the AMO Plans) and (ii) all Liabilities relating to, arising
out of, or resulting from obligations, liabilities and responsibilities
expressly assumed by the AMO Group, or an AMO Plan, pursuant to this Agreement.

(b) Allergan Liabilities. Effective as of the
Distribution Date, and except as otherwise specifically provided in this
Agreement, Allergan shall retain and hereby agrees to pay, perform, fulfill and
discharge: (i) all of the Liabilities to, or relating to, Allergan Employees
relating to, arising out of, or resulting from actual or alleged employment with
the Allergan Group after the Distribution Date (including all of the Liabilities
relating to, arising out of, or resulting from the Allergan Plans) and (ii) all
Liabilities relating to, arising out of, or resulting from obligations,
liabilities and responsibilities expressly retained by the Allergan Group, or an
Allergan Plan, pursuant to this Agreement.

(c) Contingent Liabilities Arising Before the
Distribution Date. All "Contingent Liabilities," within the meaning of
Subsection 5.01(c) of the Contribution and Distribution Agreement to, or
relating to, Allergan Employees, AMO Employees or former employees of the
Allergan Group, relating to, arising out of, or resulting from actual or alleged
employment with the Allergan Group or the AMO Group shall be governed by this
Subsection 2.1(c), as follows.

(i) To the extent such Contingent Liability relates to,
arises out of, or results from events, facts, conduct or circumstances occurring
on or prior to the Distribution Date, such Contingent Liability shall be a
"Shared Contingent Liability" within the meaning of Subsection 5.01(l) and shall
be subject to Section 5.04 of the Contribution and Distribution Agreement.

(ii) To the extent such Contingent Liability relates to,
arises out of, or results from events, facts, conduct or circumstances occurring
after the Distribution Date: (1) Liability arising from events, facts, conduct
or circumstances related to, or arising out of, actual or alleged employment
with the Allergan Group shall be an "Allergan Exclusive Contingent Liability"
within the meaning of Subsection 5.01(e) of the Contribution and Distribution
Agreement and shall be subject to Section 5.03 of the Contribution and
Distribution Agreement and (2) Liability arising from events, facts, conduct or
circumstances related to, or arising out of, actual or alleged employment with
the AMO Group shall be an "AMO Exclusive Contingent Liability" within the
meaning of Subsection 5.01(i) of the Contribution and Distribution Agreement and
shall be subject to Section 5.03 of the Contribution and Distribution Agreement.
Contingent liabilities relating to, arising out of, or resulting from an actual
or alleged breach of contract shall be treated as arising at the time of the
occurrence of the events, facts, conduct or circumstances resulting in the
actual or alleged breach.

(d) Employee-Related Liabilities of Foreign AMO Entities.
In the event that the Allergan Group establishes one or more foreign
corporations or other entities prior to the Distribution Date in connection with
or as part of, the contribution of the AMO Business to the AMO Group (a
"Pre-Distribution Restructuring"), Allergan and AMO agree that all Liabilities
(including Contingent Liabilities) relating to Allergan Employees and AMO
Employees that are paid by any such foreign corporation or entity after the
Pre-Distribution Restructuring and prior to the Distribution Date, shall be
allocated among Allergan and AMO in the manner in which such Liabilities (and
Contingent Liabilities) would have been allocated in accordance with this
Section 2.1, assuming the Pre-Distribution Restructuring occurred on the
Distribution Date. Effective as of the Distribution Date (or such other date as
Allergan and AMO may mutually agree), Allergan shall reimburse AMO, or such
foreign corporation or entity, for any such Liabilities paid by such foreign
corporation or entity properly allocated to Allergan, and AMO shall reimburse
Allergan for any such Liabilities paid by Allergan properly allocated to AMO, or
such foreign corporation or entity.

2.2 Establishment of AMO Plans. Prior to the Distribution Date,
AMO shall adopt the following employee benefit plans: (a) the AMO Welfare Plan,
(b) the AMO Supplemental Benefits Plan, (c) the AMO 401(k) Plan, (d) the AMO
Incentive Compensation Plan, (e) the AMO Deferred Compensation Plan, (f) the AMO
Bonus Plans, (g) the AMO Stock Purchase Plan and (h) the AMO International Stock
Purchase Plan. Except as otherwise provided herein, each of the foregoing AMO
Plans (except for the AMO Stock Purchase Plan, the AMO International Stock
Purchase Plan and the AMO Deferred Compensation Plan), as in effect as of the
Distribution Date (or such other date(s) as Allergan and AMO may mutually
agree), shall be comparable in the aggregate in all Material Features to the
corresponding Allergan Plan as in effect on the Distribution Date.
Notwithstanding the foregoing, Allergan and AMO agree that the costs and
expenses that would be incurred by AMO in establishing and maintaining a defined
benefit "pension plan" (within the meaning of Section 3(2) of ERISA) or a
retiree medical program, make it financially impracticable for AMO to establish
such plans. As specified in this Agreement or as otherwise mutually agreed upon
by Allergan and AMO from time to time, Allergan shall, or shall cause each
Allergan Plan to, transfer to AMO or the relevant AMO Plan, amounts equal to
trust assets, insurance reserves, and other related assets of each Allergan Plan
relating to the liabilities of such Allergan Plan assumed by AMO or such AMO
Plan. As specified in this Agreement or as otherwise mutually agreed upon by
Allergan and AMO from time to time, AMO shall, or shall cause the relevant AMO
Plan to, assume the liabilities of the corresponding Allergan Plan with respect
to all benefits accrued under such Allergan Plan prior to the Distribution Date
by AMO Employees.

2.3 AMO under No Obligation to Maintain Plans. Except as
specified otherwise in this Agreement, nothing in this Agreement shall preclude
AMO, at any time after the Distribution Date, from amending, merging, modifying,
terminating, eliminating, reducing, or otherwise altering in any respect any AMO
Plan, any benefit under any AMO Plan or any trust, insurance policy or funding
vehicle related to any AMO Plans, or any employment or other service arrangement
with AMO Employees or vendors (to the extent permitted by law).

2.4 Terms of Participation by AMO Employees in AMO Plans.

(a) Non-Duplication of Benefits. Except as specified
otherwise in this Agreement, as of the Distribution Date, or other later date
that applies to the particular AMO Plan established thereafter, the AMO Plans
shall be, with respect to AMO Employees and AMO Beneficiaries, in all respects
the successors in interest to, and shall not provide benefits that duplicate
benefits provided by, the corresponding Allergan Plans. Allergan and AMO shall
agree on methods and procedures, including amending the respective Plan
documents, to prevent AMO Employees and AMO Beneficiaries from receiving
duplicate benefits from the Allergan Plans and the AMO Plans.

(b) Service and Other Credit. Except as specified
otherwise in this Agreement, with respect to AMO Employees, each AMO Plan shall
provide that all service (as reflected in Allergan's human resources records),
compensation and all other benefit-affecting credits that, as of the
Distribution Date, were recognized for purposes of service or other credit under
the corresponding Allergan Plan shall, as of the Distribution Date, receive full
recognition and credit and be taken into account under such AMO Plan to the same
extent as if such items occurred under such AMO Plan, except to the extent that
duplication of benefits would result. The service crediting provisions shall be
subject to any respectively applicable service bridging, break in service,
employment date, eligibility date or similar rules under the Allergan Plans and
the AMO Plans.

(c) Assumption of Liabilities. Except as specified
otherwise in this Agreement, the provisions of this Agreement for the transfer
of assets relating to Allergan Plans to AMO and/or the appropriate AMO Plans are
based upon the understanding of the parties that AMO and/or the appropriate AMO
Plan will assume all liabilities of the corresponding Allergan Plan to or
relating to AMO Employees and AMO Beneficiaries, as provided for herein. If any
such liabilities are not effectively assumed by AMO and/or the appropriate AMO
Plan, then the amount of transferred assets shall be recomputed accordingly,
taking into account the retention of such liabilities by such Allergan Plan, and
assets shall be transferred from AMO and/or the appropriate AMO Plan to Allergan
and/or the appropriate Allergan Plan so as to place Allergan and/or the
appropriate Allergan Plan and AMO and/or the appropriate AMO Plan in the
position it would have been in had the initial asset transfer been made in
accordance with such recomputed amount of assets.

2.5 Dispute Resolution. Any dispute, controversy or claim between
or among Allergan and AMO with respect to the matters covered by this Agreement
shall be resolved in accordance with Section 8.02 of the Contribution and
Distribution Agreement.

2.6 Foreign Plans. AMO and Allergan each intend that the matters,
issues or liabilities relating to, arising out of, or resulting from the
Allergan Foreign Plans and non-U.S. related employment and employee benefit
matters be resolved in a manner that is in compliance with the requirements of
applicable local law and, to the extent permitted by applicable local law, in a
manner consistent with comparable U.S. matters, issues or liabilities as
reflected in this Agreement. Without in any way limiting the general principle
set forth in the preceding sentence, Schedule 2.6 sets forth the specific manner
in which certain Allergan Foreign Plans shall be resolved, effective as of the
Distribution Date (or such other date(s) as Allergan and AMO may mutually agree)
consistent with the provisions of this Section 2.6 or as permitted under
applicable local law.

ARTICLE III.
ALLERGAN 401(K) PLAN

3.1 Allergan 401(k) Plan. Allergan and AMO shall each take
actions or cause actions to be taken as necessary to accomplish the following
with respect to the Allergan 401(k) Plan.

(a) Spinoff of Assets and Liabilities. Effective as of
the Distribution Date: (i) AMO Employees shall cease to be eligible to make
contributions to, or receive allocations under, the Allergan 401(k) Plan and
(ii) Allergan and AMO shall cause the assets and liabilities attributable to the
accounts of AMO Employees in the Allergan 401(k) Plan that are held by its
related trust to be "spun off" in accordance with Section 414(l) of the Code,
Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA, to establish
the AMO 401(k) Plan. Such assets of the Allergan 401(k) Plan shall be
transferred in-kind to the trust established under the AMO 401(k) Plan as soon
as administratively practicable. The AMO 401(k) Plan is intended to be a
tax-qualified 401(k) profit sharing plan under the Code. AMO shall adopt the AMO
401(k) Plan, which shall be effective as of the Distribution Date,

and may amend the AMO 401(k) Plan on or after the Distribution Date in such
manner as AMO determines appropriate, provided, however, that no such amendment
shall cause the AMO 401(k) Plan to fail to be tax-qualified as of the
Distribution Date. Effective as of the Distribution Date (or such other date as
Allergan and AMO may mutually agree), AMO shall use its commercially reasonable
best efforts to enter into agreements satisfactory to AMO to accomplish such
spinoff, the maintenance of the necessary participant records, the appointment
of an initial trustee under the AMO 401(k) Plan, and the engagement of an
initial record keeper under the AMO 401(k) Plan. AMO and Allergan each agree to
use their commercially reasonable best efforts to accomplish this 401(k) Plan
and related trust spinoff.

(b) Stock Considerations. As a result of the
Distribution, and to the extent that immediately prior to the spinoff of the AMO
401(k) Plan, the Allergan 401(k) Plan continues to consist of Allergan employer
securities, the resulting Allergan 401(k) Plan and AMO 401(k) Plan shall each
hold, in part, Allergan and AMO securities. AMO and Allergan each agree to use
their commercially reasonable best efforts to ensure that their respective
Allergan and AMO securities funds, and underlying securities held in each such
fund, are maintained in compliance with all requirements of applicable law.

(c) No Distribution to AMO Employees. Allergan and AMO
each agree to take action or cause action to be taken to ensure that no
distribution of account balances from the Allergan 401(k) Plan or AMO 401(k)
Plan are made to any AMO Employee on account of the transfer of employment to
the AMO Group, or the AMO Group ceasing to be an Affiliate of the Allergan Group
as of the Distribution Date.

ARTICLE IV.
ALLERGAN PENSION PLAN

4.1 Pension Plan. Allergan and AMO shall each take actions or
cause actions to be taken as necessary to accomplish the following with respect
to the Allergan Pension Plan.

(a) Effective as of the Distribution Date, AMO Employees
shall cease to accrue benefits under the Allergan Pension Plan. The Allergan
Pension Plan shall retain liability for all benefits accrued before the
Distribution Date by AMO Employees under the Allergan Pension Plan. Allergan
shall take action or cause action to be taken to ensure that all AMO Employees
have a fully vested interest in their benefits accrued under the Allergan
Pension Plan as of the Distribution Date.

(b) Allergan shall take action or cause action to be
taken to ensure that effective as of the Distribution Date, all AMO Employees
will be eligible for distribution of their accrued benefits from the Allergan
Pension Plan in accordance with the terms of the Allergan Pension Plan. AMO
Employees shall be eligible for such distribution in the same manner as if they
terminated employment as of the Distribution Date.

ARTICLE V.
ALLERGAN EMPLOYEE STOCK OWNERSHIP PLAN

5.1 ESOP. Allergan and AMO shall each take actions or cause
actions to be taken as necessary to accomplish the following with respect to the
Allergan ESOP.

(a) Effective as of the Distribution Date, AMO Employees
shall cease to be eligible to receive allocations under the Allergan ESOP,
including allocation of unallocated assets in the event of the termination of
the Allergan ESOP.

(b) Effective as of the Distribution Date, Allergan shall
take action or cause action to be taken to transfer the assets and liabilities
attributable to the accounts of the AMO Employees under the Allergan ESOP that
are held by its related trust to the AMO 401(k) Plan and its related trust in
accordance with Section 414(l) of the Code, Treasury Regulation Section
1.414(l)-1, and Section 208 of ERISA. Such assets of the Allergan ESOP shall be
transferred in-kind to the trust established under the AMO 401(k) Plan. AMO
shall take action or cause action to be taken to cause the AMO 401(k) Plan to
assume and be solely responsible for all liabilities relating to, arising out
of, or resulting from AMO Employees under the Allergan ESOP.

(c) Allergan and AMO each agree to take action or cause
action to be taken to ensure that no distribution of account balances from the
Allergan ESOP or the AMO 401(k) Plan are made to any AMO Employee with respect
to AMO Employees' accounts under the Allergan ESOP on account of the transfer of
employment to the AMO Group, or the AMO Group ceasing to be an Affiliate of the
Allergan Group as of the Distribution Date.

ARTICLE VI.
ALLERGAN SUPPLEMENTAL RETIREMENT PLANS

6.1 Supplemental Retirement Plans. Allergan and AMO shall each
take actions or cause actions to be taken as necessary to accomplish the
following with respect to the Allergan Supplemental Retirement Plans.

(a) Effective as of the Distribution Date, AMO Employees
shall cease to accrue benefits under each Allergan Supplemental Retirement Plan.
The Allergan Supplemental Retirement Plans shall retain liability for all
benefits accrued before the Distribution Date by AMO Employees under the
Allergan Supplemental Retirement Plans. Allergan shall take action or cause
action to be taken to ensure that all AMO Employees have a fully vested interest
in their benefits accrued under the Allergan Supplemental Retirement Plans as of
the Distribution Date.

(b) Allergan shall take action or cause action to be
taken to ensure that effective as of the Distribution Date, all AMO Employees
will be eligible for distribution of their accrued benefits from the Allergan
Supplemental Retirement Plans in accordance with the terms of the respective
Allergan Supplemental Retirement Plan. AMO Employees shall be eligible for such
distributions in the same manner as if they terminated employment as of the
Distribution Date.

ARTICLE VII.
ALLERGAN HEALTH AND WELFARE PLANS

7.1 Health and Welfare Plans as of the Distribution Date.
Allergan and AMO shall each take actions or cause actions to be taken as
necessary to accomplish the following with respect to the Allergan Welfare Plan
and the Allergan Supplemental Benefits Plan.

(a) Allergan Health and Welfare Plans. Effective as of
the Distribution Date (or such other date(s) as Allergan and AMO may mutually
agree), AMO Employees shall cease to be eligible to participate in the Allergan
Welfare Plan and the Allergan Supplemental Benefits Plan. AMO shall adopt the
AMO Welfare Plan and the AMO Supplemental Benefits Plan, which AMO Plans will be
effective as of the Distribution Date. AMO shall be solely responsible for the
administration of the AMO Welfare Plan and the AMO Supplemental Benefits Plan,
including the payment of all employer-related costs in establishing and
maintaining the AMO Welfare Plan and the AMO Supplemental Benefits Plan, and for
the collection and remittance of employee premiums. AMO shall bear liability
with respect to the AMO Welfare Plan and the AMO Supplemental Benefits Plan.

(b) Transfer of FSA accounts. The AMO Welfare Plan shall
include a "cafeteria plan" feature intended to satisfy Section 125 of the Code
and the regulations thereunder. Effective as of the Distribution Date (or such
other date as Allergan and AMO may mutually agree) Allergan and AMO shall cause
the liabilities attributable to the accounts of AMO Employees in the Allergan
Health Care Flexible Spending Account Program and the Allergan Dependent Care
Flexible Spending Account Program maintained under the Allergan Welfare Plan to
be assumed by the AMO Welfare Plan. The AMO Welfare Plan shall assume liability
for all claims with respect to AMO Employees submitted on or after the
Distribution Date, including claims incurred but not reported before the
Distribution Date and will collect and retain all employee contributions made
after the Distribution Date.

(c) Pending Treatments. Notwithstanding Subsection 7.1(a)
above, all treatments which have been pre-certified for or are being provided to
an AMO Transferred Employee or AMO Beneficiary as of the Distribution Date shall
be provided without interruption under the appropriate Allergan Plan (to the
extent such continued treatment is not provided under an AMO Plan as of the
Distribution Date) until such treatment is concluded or discontinued pursuant to
applicable Plan rules and limitations, but AMO shall continue to be responsible
for all liabilities relating to, arising out of, or resulting from such on-going
treatments as of the Distribution Date.

(d) Retiree Medical. Notwithstanding Subsection 7.1(a)
above, Allergan shall cause, or shall cause action to be taken, to ensure that
AMO Employees, who as of the Distribution Date otherwise meet the eligibility
requirements of the Allergan Retiree Medical Program under the Allergan Welfare
Plan but have not yet retired, remain eligible to participate in the Allergan
Retiree Medical Program after the Distribution Date, for so long as Allergan
maintains the program for its own employees. The Allergan Welfare Plan shall
retain liability with respect to such AMO Employees.

(e) Continuance of Elections, Co-Payments and Maximum
Benefits.

(i) As of the Distribution Date and for the
remainder of the plan year in which the Distribution Date occurs (or such other
period as Allergan and AMO may mutually agree), AMO shall make its commercially
reasonable best efforts to cause the AMO Welfare Plan and the AMO Supplemental
Benefits Plan to recognize and maintain all coverage and contribution elections
made by AMO Employees under the Allergan Welfare Plan and the Allergan
Supplemental Benefits Plan and apply such elections under the AMO Welfare Plan
and the AMO Supplemental Benefits Plan for the remainder of the period or
periods for which such elections are by their terms applicable. The transfer of
employment of the AMO Employees from Allergan to AMO at any time upon or before
the Distribution Date shall neither constitute nor be treated as a "status
change" or termination of employment under the Allergan Welfare Plan and the
Allergan Supplemental Benefits Plan or the AMO Welfare Plan and the AMO
Supplemental Benefits Plan.

(ii) On and after the Distribution Date, AMO
shall cause the AMO Welfare Plan and the AMO Supplemental Benefits Plan to
recognize and give credit for (A) all amounts applied to deductibles,
out-of-pocket maximums, co-payments and other applicable benefit coverage limits
with respect to which such expenses have been incurred by AMO Employees under
the Allergan Welfare Plan and the Allergan Supplemental Benefits Plan for the
remainder of the calendar year in which the Distribution Date occurs, and (B)
all benefits paid to AMO Employees under the Allergan Welfare Plan and the
Allergan Supplemental Benefits Plan for purposes of determining when such
persons have reached their lifetime maximum benefits under the AMO Welfare Plan
and the AMO Supplemental Benefits Plan.

7.2 Health Plans through the Distribution Date. Except as
provided in Subsection 7.1(b) of this Agreement, Allergan shall retain financial
and administrative liability and all related obligations and responsibilities
for all claims incurred but not reported by AMO Employees and AMO Beneficiaries
before the Distribution Date (or such other date(s) as Allergan and AMO may
mutually agree) under the Allergan Welfare Plan, including any claims that were
administered by Allergan as of, on, or after the Distribution Date (or such
other date(s) as Allergan and AMO may mutually agree).

7.3 COBRA. Effective as of the Distribution Date (or such other
date as Allergan and AMO may mutually agree), and to the extent otherwise
permitted under applicable law, AMO shall assume, or shall cause the AMO Welfare
Plan and AMO Supplemental Benefits Plan to assume, responsibility for compliance
with the health care continuation coverage requirements of COBRA under the
Allergan Welfare Plan and the Allergan Supplemental Benefits Plan for AMO
Employees and the AMO Beneficiaries that are qualified beneficiaries (as such
term is defined under COBRA). As soon as administratively practicable after the
Distribution Date (or such other date as Allergan and AMO may mutually agree),
Allergan shall provide AMO (through hard copy, electronic format, or such other
mechanism as is appropriate under the circumstances), with a list of all such
AMO Employees and AMO Beneficiaries and the relevant information pertaining to
their coverage elections and remaining COBRA time periods.

ARTICLE VIII.
EQUITY AND OTHER COMPENSATION

8.1 Allergan Bonus Plans.

(a) Participants in the AMO Pre-Spin Bonus Plans who are
employees of the AMO Business shall cease their participation in the AMO
Pre-Spin Bonus Plans on the Distribution Date (or such other date as Allergan
and AMO may mutually agree). During such time, any bonus pool, or portion
thereof, that has been finally determined or accrued for under the AMO Pre-Spin
Bonus Plans for the benefit of, or that is allocable to, AMO

Employees shall be based, with respect to corporate objectives, on the corporate
performance of AMO and shall be reserved by Allergan and the cash for such
accrual transferred to AMO and paid to such AMO Employees by AMO pursuant to the
terms and conditions of the AMO Pre-Spin Bonus Plans, except that such payment
shall be made on such date as Allergan and AMO may mutually agree.

(b) AMO shall establish the AMO Bonus Plans for AMO
Employees for AMO fiscal period(s) beginning on and after the Distribution Date
(or such other date as Allergan and AMO may mutually agree), to be administered
by the Compensation Committee of the AMO Board of Directors.

8.2 Deferred Compensation Plan.

(a) AMO shall adopt the AMO Deferred Compensation Plan
and the AMO Rabbi Trust prior to the Distribution Date.

(b) Effective as of the Distribution Date (or such other
date as Allergan and AMO may mutually agree): (i) AMO Employees shall cease to
be eligible to make deferrals to, or receive allocations under, the Allergan
Deferred Compensation Plan, (ii) Allergan shall cause the assets attributable to
the accounts of AMO Employees in the Allergan Deferred Compensation Plan to be
transferred to AMO or the trustee of the AMO Rabbi Trust as soon as
administratively feasible, and (iii) AMO shall assume, or shall cause the AMO
Deferred Compensation Plan to assume, all liabilities relating to, arising out
of, or resulting from AMO Employees under the Allergan Deferred Compensation
Plan.

(c) Allergan and AMO each agree to take action or cause action
to be taken to ensure that no distribution of account balances from the Allergan
Deferred Compensation Plan or AMO Deferred Compensation Plan are made to any AMO
Employee on account of the transfer of employment to the AMO Group, or the AMO
Group ceasing to be an Affiliate of the Allergan Group as of the Distribution
Date.

8.3 AMO Incentive Plan. AMO shall adopt the AMO Incentive Plan
prior to the Distribution Date. Allergan, as sole shareholder of AMO, shall
approve the adoption of the AMO Incentive Plan prior to the Distribution Date.
The AMO Incentive Plan shall provide for the granting of "incentive stock
options" (within the meaning of Section 422 of the Code and the regulations
promulgated thereunder), non-qualified stock options, restricted stock, dividend
equivalents, stock appreciation rights, and stock payments, to eligible
employees of the AMO Group.

8.4 Allergan Options.

(a) Option Assumption by AMO. Effective as of the
Distribution Date, each unvested outstanding Allergan Option issued under the
Allergan Incentive Plan and held by an AMO Employee, shall be, in connection
with the Distribution, cancelled and reissued as an option to purchase shares of
common stock of AMO under the AMO Incentive Plan. Each Allergan Option so
cancelled and reissued by AMO shall continue to have, and be subject to, the
same terms and conditions set forth in the Allergan Incentive Plan and as
provided in the respective award terms and conditions and the AMO Incentive Plan
governing such option as of the Distribution Date (or such other date as
Allergan and AMO may mutually agree), except that with respect to such unvested
options, the number shares of AMO common stock underlying such unvested option,
and the exercise price therefor, shall be determined in the manner set forth in
the Minutes of the Special Meeting of the Organization and Compensation
Committee of the Board of Directors of Allergan, Inc., held on January 18, 2002.

(b) Assumption Criteria. The intention of Allergan and
AMO is that the cancellation and reissuance of Allergan Options pursuant to
Subsection 8.4(a) shall meet the criteria set forth with respect thereto in the
Minutes of the Special Meeting of the Organization and Compensation Committee of
the Board of Directors of Allergan, Inc., held on January 18, 2002.

(c) Certain Non-U.S. Optionees. Except as may otherwise
be agreed upon by Allergan and AMO and/or as set forth in Schedule 8.4, this
Section 8.4 shall govern the treatment of Allergan Options held by non-U.S. AMO
Employees.

8.5 AMO Stock Purchase Plan and AMO International Stock Purchase
Plan.

(a) AMO Stock Purchase Plan. AMO shall adopt the AMO
Stock Purchase Plan prior to the Distribution Date. Allergan, as sole
shareholder of AMO, shall approve the adoption of the AMO Stock Purchase Plan
prior to the Distribution Date. The AMO Stock Purchase Plan is intended to be an
"employee stock purchase plan," qualified under Section 423(b) of the Code, and
shall be for the benefit of the eligible employees of AMO and its U.S.
Subsidiaries.

(b) AMO International Stock Purchase Plan. AMO shall
adopt the AMO International Stock Purchase Plan prior to the Distribution Date.
Allergan, as sole shareholder of AMO, shall approve the adoption of the AMO
International Stock Purchase Plan prior to the Distribution Date. The AMO
International Stock Purchase Plan is not intended to be an "employee stock
purchase plan," qualified under Section 423(b) of the Code, and shall be for the
benefit of the eligible employees of AMO's non-U.S. Subsidiaries.

ARTICLE IX.
ADMINISTRATIVE PROVISIONS

9.1 Contributions to Trusts. With respect to Allergan Plans to
which AMO Employees make contributions, Allergan shall use reasonable procedures
to determine assets and liabilities attributable to AMO Employees under each
such Plan through the Distribution Date, taking into account such contributions,
settlements, refunds and similar payments.

9.2 Sharing of Participant Information. In addition to the
responsibilities and obligations of Allergan and AMO specified in the
Contribution and Distribution Agreement, Allergan and AMO shall share, or cause
to be shared, all participant information that is necessary or appropriate for
the efficient and accurate administration of each of the Allergan Plans and the
AMO Plans during the respective periods applicable to such Plans as AMO and
Allergan may mutually agree. Allergan and AMO and their respective authorized
agents shall, subject to applicable laws of confidentiality and data protection,
be given reasonable and timely access to, and may make copies of, all
information relating to the subjects of this Agreement in the custody of the
other party or its agents, to the extent necessary or appropriate for such
administration in accordance with Section 7.01 of the Contribution and
Distribution Agreement.

9.3 Beneficiary Designations. All beneficiary designations made
by AMO Employees for the Allergan Plans shall be transferred to and be in full
force and effect under the corresponding AMO Plans, in accordance with the terms
of each such applicable AMO Plan, until such beneficiary designations are
replaced or revoked by the AMO Employees who made the beneficiary designations.

9.4 Requests for IRS and DOL Opinions. Allergan and AMO shall
make such applications to regulatory agencies, including the IRS and DOL, as may
be necessary or appropriate. AMO and Allergan shall cooperate fully with one
another on any issue relating to the transactions contemplated by this Agreement
for which Allergan and/or AMO elects to seek a determination letter or private
letter ruling from the IRS or an advisory opinion from the DOL.

9.5 Fiduciary Matters. Allergan and AMO each acknowledge that
actions contemplated to be taken pursuant to this Agreement may be subject to
fiduciary duties or standards of conduct under ERISA or other applicable law,
and that no party shall be deemed to be in violation of this Agreement if such
party fails to comply with any provisions hereof based upon such party's good
faith determination that to do so would violate such a fiduciary duty or
standard.

9.6 Consent of Third Parties. If any provision of this Agreement
is dependent on the consent of any third party (such as a vendor) and such
consent is withheld, Allergan and AMO shall use their commercially reasonable
best efforts to implement the applicable provisions of this Agreement. If any
provision of this Agreement cannot be implemented due to the failure of such
third party to consent, Allergan and AMO shall negotiate in good faith to
implement such provision in a mutually satisfactory manner.

ARTICLE X.
EMPLOYMENT-RELATED MATTERS

10.1 Employment of Employees with U.S. Work Visas. AMO will
request amendments to the nonimmigrant visa status of AMO Employees with U.S.
work visas authorizing them to work for Allergan, excluding the AMO Group, to
request authorization to work for AMO effective as of the Distribution Date.

10.2 Confidentiality and Proprietary Information. No provision of
this Agreement shall be deemed to release any individual for any violation of
the Allergan non-competition guideline or any agreement or policy pertaining to
confidential or proprietary information of any member of the Allergan Group, or
otherwise relieve any individual of his or her obligations under such
non-competition guideline, agreement, or policy.

10.3 Personnel Records. To the extent such records relate to AMO
Employees' active employment by, leave of absence from, or termination of
employment with AMO and subject to applicable laws on confidentiality and data
protection, AMO shall have access to the personnel records of AMO Employees
maintained by Allergan in accordance with Section 7.01 of the Contribution and
Distribution Agreement.

10.4 Medical Records. To the extent such records relate to AMO
Employees' active employment by, leave of absence from, or termination of
employment with AMO and subject to applicable laws on confidentiality and data
protection, AMO shall have access to the medical records of AMO Employees
maintained by Allergan in accordance with Section 7.01 of the Contribution and
Distribution Agreement.

10.5 Unemployment Insurance Program. Allergan shall retain
liability for all unemployment compensation claims filed before the Distribution
Date by AMO Employees. Before the Distribution Date, Allergan shall use its
commercially reasonable best efforts for and on behalf of AMO to procure an
agreement with its third party unemployment insurance administrator comparable
in the aggregate in all Material Features to the Allergan third party
unemployment insurance agreement. AMO shall not unreasonably withhold its
consent to adopt such an agreement with such administrator.

10.6 Worker's Compensation Claims. All worker's compensation
claims shall be treated as Liabilities subject to Section 2.1 of this Agreement.

10.7 No Third-Party Beneficiaries. The provisions of this
Agreement, the Contribution and Distribution Agreement and the Ancillary
Agreement are solely for the benefit of the parties and are not intended to
confer upon any Person, except the parties hereto, any rights or remedies
hereunder, and there are no third party beneficiaries of this Agreement, the
Contribution and Distribution Agreement, and any Ancillary Agreement. Neither
this Agreement, the Contribution and Distribution Agreement nor any Ancillary
Agreement shall provide any third Person with any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without reference to this Agreement, the Contribution and Distribution
Agreement, or any Ancillary Agreement. No provision of this Agreement, the
Contribution and Distribution Agreement, or any Ancillary Agreement shall be
construed to create any right or accelerate entitlement to any compensation or
benefit whatsoever on the part of any Allergan Employee or AMO Employee, or any
other former, present or future employee of Allergan or AMO under any Allergan
Plan or AMO Plan or otherwise.

ARTICLE XI.
GENERAL PROVISIONS

11.1 Effect if Distribution Does Not Occur. If the Distribution
does not occur, then all actions and events that are, under this Agreement, to
be taken or occur effective as of the Distribution Date, or otherwise in
connection with the Distribution, shall not be taken or occur except to the
extent specifically agreed by Allergan and AMO.

11.2 Relationship of Parties. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties,

the understanding and agreement being that no provision contained herein, and no
act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.

11.3 Affiliates. Each of Allergan and AMO shall cause to be
performed and hereby guarantee the performance of any and all actions of the
Allergan Group or the AMO Group, respectively.

11.4 Governing Law. To the extent not preempted by applicable
federal law, including, without limitation, ERISA, the Code and applicable
securities laws, this Agreement shall be governed by, construed and interpreted
in accordance with the laws of the State of California, irrespective of the
choice of law principles of the State of California, as to all matters,
including matters of validity, construction, effect, performance and remedies.

11.5 Assignment. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives
and successors, and nothing in this Agreement, express or implied, is intended
to confer upon any other Person any rights or remedies of any nature whatsoever
under or by reason of this Agreement. This Agreement may be enforced separately
by each member of the Allergan Group and each member of the AMO Group. Neither
party may assign this Agreement or any rights or obligations hereunder, without
the prior written consent of the other party, and any such assignment shall be
void; provided, however, either party may assign this Agreement to a successor
entity in conjunction with such party's reincorporation.

11.6 Severability. If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to either party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible and in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the fullest possible extent.

11.7 Interpretation. The headings contained in this Agreement or
any Schedule hereto and in the table of contents to this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Schedule but
not otherwise defined therein shall have the meaning assigned to such term in
this Agreement. When a reference is made in this Agreement to an Article,
Section or Schedule, such reference shall be to an Article of, Section of, or
Schedule to this Agreement unless otherwise indicated.

11.8 Amendment. The Board of Directors of AMO and Allergan may
mutually agree to amend the provisions of this Agreement at any time or times,
for any reason, either prospectively or retroactively, to such extent and in
such manner as the Boards mutually deem advisable. Each Board may delegate its
amendment power, in whole or in part, to one or more Persons or committees as it
deems advisable. No change or amendment will be made to this Agreement, except
by an instrument in writing signed by authorized individuals.

11.9 Termination. This Agreement may be terminated and the
Distribution abandoned at any time prior to the Distribution Date by and in the
sole discretion of Allergan without the approval of AMO. In the event of
termination pursuant to this Section, no party shall have any liability of any
kind to the other party.

11.10 Conflict. In the event of any conflict between the provisions
of this Agreement and the Contribution and Distribution Agreement or any
Ancillary Agreement, the provisions of this Agreement shall control.

11.11 Entire Agreement. This Agreement and the Schedules hereto and
the specific agreements contemplated herein contain the entire agreement between
the parties with respect to the subject matter hereof and supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter. No agreements or
understandings exist between the parties other than those set forth or referred
to herein or therein.

11.12 Counterparts. This Agreement, including the Schedules hereto
and the other documents referred to herein, may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.

IN WITNESS WHEREOF, each of the parties have caused this Employee
Matters Agreement to be executed on its behalf by its officers thereunto duly
authorized on the day and year first above written.

ALLERGAN, INC.

By:_________________________________________

Name:_______________________________________

Title:

ADVANCED MEDICAL OPTICS, INC.

By:_________________________________________

Name:_______________________________________

Title:______________________________________

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