SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 26, 2009, between Abbott Medical Optics Inc., a Delaware corporation (formerly Advanced Medical Optics, Inc.) (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture, dated as of June 13, 2006, as amended and supplemented by the First Supplemental Indenture, dated as of August 15, 2006 (as amended and supplemented, the “Indenture”).  Terms used herein but not otherwise herein defined have the meanings assigned to them in the Indenture.

WITNESSETH:

WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture providing for the issuance by the Company of 3.25% Convertible Senior Subordinated Notes due 2026 (the “Notes”);

WHEREAS, the Company is a party to an Agreement and Plan of Merger, dated as of January 11, 2009 (as amended and supplemented from time to time, the “Merger Agreement”), by and among Abbott Laboratories, an Illinois corporation (“Abbott”), Rainforest Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Abbott (the “Purchaser”), and the Company, pursuant to which the Purchaser merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a direct wholly-owned subsidiary of Abbott;

WHEREAS, the Merger became effective at 4:35 p.m., Eastern time, on February 26, 2009 (the “Effective Time”) and, from and after the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Common Stock owned by the Company, Abbott, the Purchaser (prior to the Merger) or any of their respective subsidiaries and Common Stock held by dissenting holders of Common Stock who properly exercise appraisal rights under Delaware law), by virtue of the Merger and without any action on the part of the holders of the Common Stock, was cancelled in exchange for the right to receive $22.00 per share, net to the seller in cash, without interest and subject to any withholding taxes;

WHEREAS, Section 15.06(a) of the Indenture provides that in connection with the Merger the Company shall execute with the Trustee a supplemental indenture providing for the conversion and settlement of Notes as set forth in the Indenture;

WHEREAS, Section 15.06(b) of the Indenture provides that the Conversion Value with respect to each $1,000 principal amount of Notes tendered for conversion on or after the second Trading Day immediately preceding the effective date of the Merger shall be calculated based on the kind and amount of consideration receivable by a holder of Common Stock holding, immediately prior to the Merger, a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the Merger;

WHEREAS, Section 11.01(a) of the Indenture provides that the Company, when authorized by the re