December 17, 2003

Mentor Corporation201 Mentor DriveSanta Barbara, CA 93111Attention:  

Credit Suisse First Boston InternationalOne Cabot SquareLondon E14 4QJEngland 

Dear Sirs:

The purpose of this letter agreement (this "**Confirmation**") is toconfirm the terms and conditions of the Transaction entered into between PartyA and Party B through the Agent on the Trade Date specified below (the "**Transaction**").  This Confirmation constitutes a"Confirmation" as referred to in the Agreement specified below.

1.         The definitions and provisionscontained in the 1996 ISDA Equity Derivatives Definitions (the "**Equity Definitions**") and inthe 2000 ISDA Definitions (the "**SwapDefinitions**" and, together with theEquity Definitions, the "**Definitions**")(in each case as published by the International Swaps and DerivativesAssociation, Inc.) are incorporated into this Confirmation.  In the event of any inconsistency between theEquity Definitions and the Swap Definitions, the Equity Definitions willgovern, and between the Definitions and this Confirmation, this Confirmationwill prevail.  References herein to a"Transaction" shall be deemed to be references to a "Share  OptionTransaction" for purposes of the Equity Definitions and an "SwapTransaction" for the purposes of the Swap Definitions.

            This Confirmation (together with allother Confirmations of Share Transactions between Party A and Party B withrespect to Shares of the Issuer contemporaneously or previously entered intobetween them, notwithstanding anything to the contrary therein) shallsupplement, form a part of, and be subject to an ISDA 1992 Master Agreement(Multicurrency - Cross Border) (the "**Agreement**"), asif, on the Trade Date of the first such Transaction between Party A and PartyB, they had executed the Agreement (without any Schedule thereto) and specifiedthat (1) the Automatic Early Termination provisions contained in Section 6(a)of such Agreement would apply, (2) Second Method and Loss would apply, (3)such Agreement would cover only Share Transactions with respect to Shares ofthe Issuer referred to herein and (4) for purposes of Section 2(c) ofsuch Agreement, references to payments of amounts denominated in the samecurrency shall be deemed to include references to deliveries of Shares issuedby the Issuer, and Section 2(c)(ii) of such Agreement would notapply.   

            The Agreement and each Confirmationthereunder will be governed by and construed in accordance with New York lawwithout reference to choice of law doctrine and each party hereby submits tothe jurisdiction of the Courts of the State of New York.

            **In this Confirmation, "PartyA" means Credit Suisse First Boston International, "Party B"means Mentor Corporation and "Agent" means Credit Suisse FirstBoston, acting through its New York branch and solely in its capacity as agentfor Party A and Party B.**

2.         The terms of the particular Transactionto which this Confirmation relates are as follows:

            GeneralTerms:
> 
  TransactionType:    ConvertibleNote Hedge.  Upon the occurrence of aConversion Event (as defined below), (i) Party A shall deliver to Party B   the number of Shares (as defined below) that Party B is obligated to deliver tothe holders of the Reference Notes (as defined below) with respect to suchConversion Event and (ii) Party B shall pay to Party A theRedemption Equivalent Amount (as defined below) with respect to such ConversionEvent.  Alternatively, Party B may electNet Cash Settlement or Net Share Settlement (each as defined below).  

                    TradeDate:                              December17, 2003

SettlementDate:                        Subject tothe provisions of Section 6 below, for each Conversion Event for which Party Areceives the related Conversion Notice prior to the Settlement Cutoff Date, (i)if Physical Settlement applies, the date on which the Issuer delivers Shares tothe related converting holders of Reference Notes and (ii) if Net CashSettlement or Net Share Settlement applies, the third Exchange Business Dayfollowing the related Reference Price Period.

                                                Subjectto the provisions of Section 6 below, for each Conversion Event for which PartyA receives the related Conversion Notice on or following the Settlement CutoffDate, the Expiration Date.

                        Seller:                                       Party A

                        Buyer:                                      Party B

CalculationAgent:                     Party A.  The definition of "Calculation Agent"in the Equity Definitions shall be amended by deleting the second sentencethereof and replacing it with the following: "Whenever a Calculation Agent acts or makes any determination, itwill do so in good faith and in a reasonable manner.  In the event of a good faith error, and uponbecoming or being made aware of such error, the Calculation Agent shallpromptly correct such error (and shall not be liable for any error promptlycorrected for any amounts greater than the actual cost of such error)."

ReferenceNotes:                      The Convertible Notesdue January 1, 2024 (the "**Maturity Date**"), firstputable on January 1, 2009 and issued by MentorCorporation (the "**Issuer**")on December 22, 2003 pursuant to the NoteIndenture (as defined below) with an originalprincipal amount of $150,000,000.

ConversionEvent:                     Each conversionof any Reference Note into Shares  (orcash or a combination of Shares and cash, as applicable) pursuant to the termsof the Note Indenture (the principal amount of Reference Notes so converted,the "**Conversion Amount**" with respect to such ConversionEvent).

                                    If theConversion Amount for any Conversion Event is less than the principal amount ofReference Notes then outstanding, then the terms of this Transaction shallcontinue to apply, subject to the terms and conditions set forth herein.

SettlementCutoff Date:             The date that isthirty (30) days prior to the Expiration Date. By no later than the Settlement Cutoff Date, Party B may elect, bynotice (the "**Settlement Election Notice**") in writing toParty A (given through the Agent), that Net Cash Settlement or Net ShareSettlement shall apply with respect to all Conversion Events occurring on orafter the Settlement Cutoff Date, in which case the Physical Settlement termsshall not apply with respect to such Conversion Events.  If no Settlement Election Notice is deliveredto Party A on or prior to the Settlement Cutoff Date, then the PhysicalSettlement terms shall apply with respect to all Conversion Events occurring onor after the Settlement Cutoff Date.

Note Indenture:                         The Indenture dated asof December 22, 2003 between the Issuer and U.S. Bank, National Association, astrustee, as the same may be amended, modified or supplemented and in effectfrom time to time.

Shares:                                     The sharesof common stock of the Issuer, par value $0.10 per Share (Bloomberg ticker MNT,ISIN US5871881034).

Exchange:                                 New York StockExchange

ClearanceSystem:                     The DepositoryTrust Company 

ConvertibleNote Hedge Purchase Price:

Payment of Hedge Purchase 

Price:                                        On theHedge Purchase Price Payment Date, Party B shall pay to Party A, through theAgent, the Hedge Purchase Price.

                        HedgePurchase Price 

Payment Date:                          December 22, 2003

                        HedgePurchase Price:              USD30,397,421

Expiration of Convertible Note Hedge:               

                        ExpirationTime:                        The close oftrading on the Exchange.

ExpirationDate:                        January 1,2009. For the avoidance of doubt this Convertible Note Hedge shall expire onthe Expiration Date, with no further payments or deliveries required hereunder(other than payments and deliveries owing hereunder with respect to ConversionEvents occurring, and as to which Party A has received notice, on or prior tothe Expiration Date), as if this Transaction were an Option Transaction forpurposes of the Equity Definitions.

AutomaticExercise:                  Not Applicable.

            Settlementupon a Conversion Event:

Settlement Terms:                     PhysicalSettlement, unless Party B elects Net Cash Settlement or Net ShareSettlement (each as defined below).

PhysicalSettlement:                   Unless PartyB has elected Net Cash Settlement or Net Share Settlement, subject to Section 6below, on the Settlement Date, Party B shall pay to Party A, through the Agent,the related Redemption Equivalent Amount for each Conversion Event and Party Ashall deliver to Party B, through the Agent, the related Share EquivalentAmount for each Conversion Event.  Suchpayment and delivery shall take place on a delivery-versus-payment basis.

RedemptionEquivalent 

Amount:                                    With respectto each Conversion Event, an amount in U.S. Dollars equal to the relatedConversion Amount.

ShareEquivalent Amount:          With respectto each Conversion Event, the aggregate number of Shares Party B is obligatedto deliver pursuant to the terms of the Note Indenture to the holders of theReference Notes that are converted into Shares pursuant to such ConversionEvent.

Failure toDeliver:                      Applicable.  For such purposes, Section 6.9 of the EquityDefinitions shall apply as if this Transaction were a Physically-settledTransaction, and references in said Section 6.9 to "illiquidity in themarket" shall be deemed to include, in addition to "illiquidity inthe market", the occurrence of a Disruption Event with respect to theShares.

DisruptionEvent:                       A MarketDisruption Event as specified in Section 4.3(a)(ii)of the Equity Definitions (determined as if this Transaction were aCash-settled Share Transaction) or a Settlement Disruption Event as specifiedin Section 6.5 of the Equity Definitions (determined as if this Transactionwere a Physically-settled Share Transaction).

Net Settlement:                                     

Net Settlement

Election:                                    For eachConversion Event for which Party A receives the related Conversion Notice priorto the Settlement Cutoff Date, Party B may elect in writing in the relatedConversion Notice that either Net Cash Settlement or Net Share Settlementapplies, in which case the Physical Settlement terms set out above shall notapply.  For each Conversion Event forwhich Party A receives the Conversion Notice on or following the SettlementCutoff Date, Party B may elect Net Cash Settlement or Net Share Settlement inaccordance with the terms described above.

Net CashSettlement:                 If Party Bproperly elects Net Cash Settlement with respect to any Conversion Event, thenon the related Settlement Date Party A shall pay to Party B, through the Agent,the related Net Settlement Amount.

Net ShareSettlement:                If Party Bproperly elects Net Share Settlement with respect to any Conversion Event, thenon the related Settlement Date Party A shall deliver to Party B, through the Agent,a number of Shares equal to the related Final Settlement Amount.

Reference PricePeriod:             For each ConversionEvent for which Party A receives the related Conversion Notice prior to theSettlement Cutoff Date, the period of five (5) consecutive Valid Dayscommencing on the Exchange Business Day following Party A's receipt of therelated Conversion Notice, *provided*that if such Reference Price Period otherwise would exceed seven(7) Exchange Business Days then such Reference Price Period shall end on suchseventh (7th) Exchange Business Day.

                                                Foreach Conversion Event for which Party A receives the related Conversion Noticeon or after the Settlement Cutoff Date, the period of twenty (20) consecutiveValid Days commencing on the date that is the 22nd Exchange BusinessDay expected to occur prior to the scheduled Expiration Date, *provided* that if such Reference Price Periodotherwise would exceed twenty (20) Exchange Business Days or would end afterthe scheduled Expiration Date due to the occurrence of one or more DisruptionEvents, then such Reference Price Period shall end on such twentieth (20th)Exchange Business Day or on the day prior to the scheduled Expiration Date, asapplicable.

Valid Day:                                An ExchangeBusiness Day on which there is no Disruption Event with respect to the Shares.

FinalSettlement Amount:           For each Conversion Event, the numberof Shares, rounded up to the nearest whole Share, determined by the CalculationAgent to be equal to the quotient of (x) the related Net Settlement Amountdivided by (y) the related Reference Price.

Net SettlementAmount:             Foreach Conversion Event, the product of (x) the number of Shares into which theReference Notes are to be converted in connection with the related ConversionEvent multiplied by (y) the Final Price Differential.

Final PriceDifferential:              For eachConversion Event, an amount equal to the greater of (x) the excess of therelated Reference Price over the related Adjusted Conversion Price and (y)zero.

ReferencePrice:                       For eachConversion Event, the average of the Volume Weighted Average Prices of theShares on the Exchange for each Valid Day falling in the related ReferencePrice Period, *provided* that if there are fewer than five, in the case ofConversion Notices delivered to Party A prior to the Settlement Cutoff Date, ortwenty, in the case of Conversion Notices delivered to Party A on or followingthe Settlement Cutoff Date, Valid Days within such Reference Price Period thenthe related Reference Price shall be the Calculation Agent's good faithestimate of the value of one (1) Share on such day.

 

                        VolumeWeighted 

Average Price:                          In respect of anyValid Day, the volume weighted average priceper Share as displayed under the heading "Bloomberg VWAP" onBloomberg Page MNT <equity> AQR in respect ofthe period from 9:30 a.m. to 4:00 p.m. (New York City time) on each such ValidDay, or if such Volume Weighted Average Price is not available, theCalculation Agent's good faith estimate of the volume weighted average price ofthe Shares on such Valid Day.

AdjustedConversion Price:        For eachConversion Event, the Conversion Price (as defined in the Note Indenture and asadjusted from time to time pursuant to the terms thereof) as in effect at thetime of the related Conversion Event.

AdditionalParty B Payments:                 If aConversion Event occurs on or following the Settlement Cutoff Date, then PartyB shall pay to Party A, on the related Settlement Date, an amount (in additionto any other amount that Party B is required to pay to Party A in connectionwith such Conversion Event) equal to 0.25% of the related Conversion Amount.

Adjustments:

     Method of Adjustment:                      Not Applicable.

3.         **AdditionalAgreements, Representations and Covenants of Party B, Etc.**:

(a)        Party B hereby represents and warrants to Party A, on eachday from the Trade Date to and including the date that is the earliest of (x)the date by which Party A is able to initially complete a hedge of its positioncreated by this Transaction, (y) the date that is five (5) Exchange BusinessDays following the expiration of the period during which the Initial Purchaseris permitted to exercise its option to purchase additional Reference Notes, and(z) the date that is five (5) Exchange Business Days following the exercise bythe Initial Purchaser of its option to purchase additional Reference Notes,that:

(1)        it will not, and will not permit anyperson or entity subject to its control to, bid for or purchase Shares duringsuch period (in each case other than Shares purchased from or through Party A);and

(2)        Party B has publicly disclosed allmaterial information necessary for Party B to be able to purchase or sellShares in compliance with applicable federal securities laws and that it haspublicly disclosed all material information with respect to its condition(financial or otherwise).

(b)        Party B hereby agrees that, during theTerm of this Transaction, it will comply in all material respects with allcorporate or, if applicable, similar laws affecting its ability to perform itsobligations under this Transaction, including any such requirements of theUnited States Securities and Exchange Commission (the "**Commission**") or anyapplicable law.

(c)        Each of Party A and Party B herebyrepresents and warrants that (1) it has all necessary corporate power andauthority to execute, deliver and perform its obligations in respect of thisTransaction; such execution, delivery and performance have been duly authorizedby all necessary corporate action on its part; and this Confirmation has been dulyand validly executed and delivered by it and constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms; and(2) neither the execution and delivery of this Confirmation nor the incurrenceor performance of obligations of it hereunder will conflict with or result in a breach of, or require anyconsent under, the certificate of incorporation or by‐laws (or anyequivalent documents) of it, or any applicable law or regulation, or any order,writ, injunction or decree of any court or governmental authority or agency, orany agreement or instrument to which it or any of its affiliates is a party orby which it or any of its affiliates is bound or to which it or any of itsaffiliates is subject, or constitute a default under, or result in the creationof any lien under, any such agreement or instrument.

(d)        The Issuer hereby agrees to promptlydeliver to Party A a copy of all notices and other communications required orpermitted to be given to the holders of any Reference Notes pursuant to theterms of the Note Indenture on the dates so required or permitted in the NoteIndenture.  The Issuer further covenantsto Party A that it shall promptly provide written notice to Party A,through the Agent, (1) if it receives notice of a conversion with respect toany Reference Notes pursuant to the terms of the Note Indenture (identifying insuch notice (a "**Conversion Notice**") the principalamount of Reference Notes being converted and the settlement date applicable tosuch Conversion Event pursuant to the terms of the Note Indenture), (2) of anAmendment Event (including in such notice a detailed description of any suchamendment) and (3) of a Repayment Event (identifying in such notice the natureof such Repayment Event and the principal amount of Reference Notes beingpaid).  The Issuer shall deliver eachConversion Notice to Party A within two Business Days following the date onwhich the Issuer receives the notice of conversion from the related convertingholders, or if earlier, the Expiration Date; *provided* that if therelated converting holders retract their notice of conversion pursuant to theterms of the Note Indenture, then the Issuer shall immediately (and in anyevent within one Business Day following the receipt by the Issuer of notice ofa retraction) notify Party A of such retraction.  The Issuer hereby acknowledges and agreesthat its obligations under this Section 3(d) shall continue as obligationsof the Issuer notwithstanding any transfer by it of any of its rights orobligations to any other person or entity in accordance with Section 5below.

(e)        If the Initial Purchaser party to thePurchase Agreement (as defined below) exercises its right to receive additionalReference Notes pursuant to the Initial Purchaser's option to purchaseadditional Reference Notes, then Party A and Party B will (i) enter into aconfirmation for a Convertible Note Hedge on substantially identical terms,including pricing, to this Confirmation with respect to such additionalReference Notes or (ii) amend this Confirmation to provide for suchincrease in Reference Notes (such additional confirmation or amendment to thisConfirmation to provide for the payment by Party B to Party A of the additionalhedge purchase price related thereto).

(f)        Notwithstanding anything to the contraryherein, if any event occurs that, pursuant to the terms of the Note Indenture,alters the nature of property that the holders of the Reference Notes will beentitled to receive upon conversion, then the Calculation Agent shall make suchadjustments to the terms of this Transaction as it deems necessary to preservethe hedge provided by this Transaction and, in such connection, the CalculationAgent may adjust (1) the definition of "Shares" herein to reflect theproperty into which the Reference Notes are convertible after giving effect tosuch event, and (2) Party A's obligations to deliver Shares (or topay amounts determined by reference to the value of Shares) hereunder so thatParty A will instead be obligated to deliver such property (or to pay theequivalent value thereof as reasonably determined by the Calculation Agent)against (in the case of Physical Settlement) payment by Party B of the relatedRedemption Equivalent Amount.

(g)        Party B shall deliver an opinion ofcounsel to Party A in form and substance satisfactory to Party A and Party B.

(h)        If an event occurs that results in a putof any Reference Notes to the Issuer by the holders thereof pursuant to theterms of the Note Indenture (other than in connection with a Repayment Event),then this Transaction shall terminate automatically in respect of the principal amount of Reference Notes thatcease to be outstanding in connection with or as a result of such event and nopayments or deliveries shall be required hereunder in respect of such event(and, for the avoidance of doubt,if the principal amount of Reference Notes that cease to be outstanding is lessthan the total principal amount outstanding of Reference Notes, then the termsof this Transaction shall continue to apply, subject to the terms andconditions set forth herein).

(i)         The parties hereby agree that alldocumentation with respect to this Transaction is intended to qualify thisTransaction as an equity instrument for purposes of EITF 00-19.  No collateral shall be required by eitherparty for any reason in connection with this Transaction.

(j)         Party A hereby agrees that fromthe Trade Date through to and including each Settlement Date, it will:

(1)        use its reasonable efforts to not becomean "affiliate" of Party B as such term is defined in Regulation144(a)(1) under the Securities Act;

(2)        not vote any Shares, as to which ithas the right to exercise a vote; and

(3)        not permit anydirector, officer, employee, agent or affiliate to serve as a member of theboard of directors of Party B.

4.         **AdditionalTermination Events**:

            The occurrence of any the following shall be anAdditional Termination Event with respect to Party B (which shall be the soleAffected Party and this Transaction shall be the sole Affected Transaction):

(a)        an Amendment Event occurs, in which case the entirety ofthis Transaction shall be subject to termination;

(b)        aRepayment Event occurs, in which case this Transaction shall be subjectto termination only in respect of theprincipal amount of Reference Notes that cease to be outstanding inconnection with or as a result of such Repayment Event (and, for the avoidance of doubt, if theprincipal amount of Reference Notes that cease to be outstanding is less thanthe total principal amount outstanding of Reference Notes, then the terms ofthis Transaction shall continue to apply, subject to the terms and conditionsset forth herein); or

(c)        the transactions contemplated by thePurchase Agreement among Party B and Credit Suisse First Boston LLC, as InitialPurchaser, dated as of December 17, 2003 (the "**Purchase Agreement**"),relating to the purchase of the Reference Notes shall fail to close as a resultof any breach by Party B of its obligations thereunder or as a result of anyaction, or failure to act, by Party B thereunder,in which case the entirety of this Transaction shall terminate automatically.

Inaddition, if the transactions contemplated by the Purchase Agreementshall fail to close for any reason other than those set forth in clause (c)above, then the entirety of thisTransaction shall terminate automatically and no payments or deliveriesshall be required hereunder.

            As used in this Section 4:

                        "**Amendment Event**"means that the Issuer amends, modifies, supplements or waives any term of theNote Indenture or the Reference Notes if such amendment, modification,supplement or waiver has a material effect on this Transaction or Party A'sability to hedge all or a portion of this Transaction, with such materialitydetermination to be made in the reasonable discretion of the Calculation Agent.

"**RepaymentEvent**" means that (a) any Reference Notes are repurchased orredeemed (in each case whether in connection with or as a result of a change ofcontrol, howsoever defined,  or for anyother reason other than on scheduled repurchase dates) by the Issuer, (b) anyReference Notes are delivered to the Issuer in exchange for delivery of anyproperty or assets of the Issuer or any of its affiliates (howsoeverdescribed), (c) any principal of any of the Reference Notes is repaidprior to the Maturity Date (whether following acceleration of the ReferenceNotes or otherwise), or (d) any Reference Notes are exchanged by or forthe benefit of the holders thereof for any other securities of the Issuer orany of its affiliates (or any other property, or any combination thereof)pursuant to any exchange offer or similar transaction.

5.         **Transfer**:

(a)        Notwithstanding Section 7 of theAgreement, Party A may transfer its rights and obligations under thisTransaction: 

(1)        without the consent of Party B to anyperson or entity, *provided* that the rating by Moody's Investors ServiceInc. or Standard and Poor's Ratings Services of the long-term, senior unsecuredindebtedness of the transferee (or any Credit Support Provider for suchtransferee) shall be at least equal to the rating by such rating agency of thelong-term, senior unsecured indebtedness of Party A as at the date of suchtransfer; or

(2)        to any otherperson or entity with Party B's consent (such consent not to be unreasonablywithheld),

in eachcase subject to any applicable federal or state laws, regulations or otherrequirements.

(b)        Notwithstanding Section 7 of the Agreement, Party B maytransfer its rights and obligations (other than, if Party B is the Issuer,those under Section 3(d) above) under this Transaction with the consent ofParty A (such consent not to be unreasonably withheld), subject to anyapplicable federal or state laws, regulations or other requirements, andsubject in all cases to Party A's standard compliance processes.

6.         **StaggeredSettlement**:

            If Party Adetermines reasonably and in good faith that the number of Shares required tobe delivered to Party B hereunder on any Settlement Date would exceed 9.9% ofall outstanding Shares, then Party A may, by notice to Party B on or prior tosuch Settlement Date (a "**Nominal Settlement Date**"),elect to deliver the Shares comprising the related Share Equivalent Amount (inthe case of Physical Settlement) or the Final Settlement Amount (in the case ofNet Share Settlement) on two or more dates (each, a "**StaggeredSettlement Date**") as follows:

(a)        in such notice, Party A will specify to Party B the relatedStaggered Settlement Dates (the first of which will be such Nominal SettlementDate and the last of which will be no later than the twentieth (20th)Exchange Business Day following such Nominal Settlement Date) and the number ofShares that it will deliver on each Staggered Settlement Date;

(b)        the aggregate number of Shares that Party A will deliver toParty B hereunder on all such Staggered Settlement Dates will equal the numberof Shares that Party A would otherwise be required to deliver on such NominalSettlement Date;

(c)        if the Physical Settlement terms set forth above were toapply on such Nominal Settlement Date, then the Physical Settlement terms willapply on each Staggered Settlement Date, except that the related ShareEquivalent Amount will be allocated among such Staggered Settlement Dates as specifiedby Party in the notice referred to in clause (a) above and the RedemptionEquivalent Amount will be payable on the Nominal Settlement Date; and

(d)        if the NetShare Settlement terms set forth above were to apply on the Nominal SettlementDate, then the Net Share Settlement terms will apply on each StaggeredSettlement Date, except that the Shares comprising the Final Settlement Amountwill be allocated among such Staggered Settlement Dates as specified by Party Ain the notice referred to in clause (a) above.

Notwithstandinganything herein to the contrary, Party A shall be entitled to deliver Shares toParty B from time to time prior to the date on which Party A would be obligatedto deliver them to Party B pursuant to the Physical Settlement and Net ShareSettlement terms set forth above, and Party B agrees to credit all such earlydeliveries against Party A's obligations hereunder in the direct order in whichsuch obligations arise.  No such earlydelivery of Shares will accelerate or otherwise affect any of Party B'sobligations to Party A hereunder.  To theextent Party A receives or is entitled to receive any distribution or paymentin respect of Shares by reason of Party A's being a holder of record of suchShares on any date after the Nominal Settlement Date which Party A would havedelivered to Party B on such Nominal Settlement Date but for the provisions ofthis Section 6, Party A shall deliver such distribution or payment to Party Bat the time Party A delivers the related Shares to Party B in accordance withthis Section 6, if such distribution or payment has already been received byParty A at such time, or within a reasonable period of time following Party A'sreceipt of the distribution or payment, if such distribution or payment has notalready been received by Party A at the time Party A delivers the relatedShares to Party B in accordance with this Section 6.

7.         **Mattersrelating to the Agent**:

(a)        Credit Suisse First Boston, New York branch, in its capacityas Agent will be responsible for (i) effecting this Transaction, (ii) issuingall required confirmations and statements to Party A and Party B, (iii)maintaining books and records relating to this Transaction in accordance withits standard practices and procedures and in accordance with applicable law and(iv) unless otherwise requested by Party B, receiving, delivering, andsafeguarding Party B's funds and any securities in connection with thisTransaction, in accordance with its standard practices and procedures and inaccordance with applicable law.

(b)        Agent is acting in connection with thisTransaction solely in its capacity as Agent for Party A and Party B pursuant toinstructions from Party A and Party B. Agent shall have no responsibility or personal liability to Party A or PartyB arising from any failure by Party A or Party B to pay or perform anyobligations hereunder, or to monitor or enforce compliance by Party A or PartyB with any obligation hereunder, including, without limitation, any obligationsto maintain collateral.  Each of Party Aand Party B agrees to proceed solely against the other to collect or recoverany securities or monies owing to it in connection with or as a result of thisTransaction.  Agent shall otherwise haveno liability in respect of this Transaction, except for its gross negligence orwillful misconduct in performing its duties as Agent.

(c)        Any and all notices, demands, orcommunications of any kind relating to this Transaction between Party A andParty B shall be transmitted exclusively through Agent at the followingaddress:

Credit Suisse FirstBoston, New York branchEleven Madison AvenueNew York, NY10010-3629

For payments and deliveries:Facsimile No.: (212) 325 8175Telephone No.: (212) 325 8678 / (212) 325 3213

For all other communications:Facsimile No.: (212) 325 8173Telephone No.: (212) 325 8676 / (212) 538 5306 /(212) 538 1193 / (212) 538 6886

(d)        The date and time of the Transactionevidenced hereby will be furnished by the Agent to Party A and Party B uponwritten request.

(e)        The Agent will furnish to Party B uponwritten request a statement as to the source and amount of any remunerationreceived or to be received by the Agent in connection with the Transactionevidenced hereby.

(f)        Party A and Party B each represents and agrees(i) that this Transaction is not unsuitable for it in the light of such party'sfinancial situation, investment objectives and needs and (ii) that it isentering into this Transaction in reliance upon such tax, accounting,regulatory, legal and financial advice as it deems necessary and not upon anyview expressed by the other or the Agent.

8.         **AccountDetails**: 

           Paymentsto Agent:                   The Bank ofNew York                                                           Swift:    IRVTUS3N                                                           A/C:     Credit Suisse First Boston                                                           A/C#:   8900374179

            Paymentsto Party A:                To be advised

            Paymentsto Party B:                 To be advised

            Deliveriesto Party B:                To be advised

Credit Suisse First Boston International is regulated by TheFinancial Services Authority and has entered into this Transaction asprincipal.  The time at which thisTransaction was executed will be notified to Party B (through the Agent) onrequest.

Please confirm that the foregoing correctly sets forth theterms of your agreement by signing and returning this Confirmation.

Yours faithfully,

CREDIT SUISSE FIRST BOSTON, acting through its New York branch and solely inits capacity as Agent

By: /S/THOMAS DECKERName:  Thomas DeckerTitle:  Vice President Operations

By: /S/AUGUSTINE VARGETTAName:  Augustine VargettaTitle:  Director Operations 

Confirmed as of the date first written above:

MENTOR CORPORATION (**PartyB**)

By:  /S/ADEL MICHAELName:  Adel MichaelTitle:  CFO

 

CREDIT SUISSE FIRST BOSTON INTERNATIONAL (**Party A**)By:  /S/ANDREW WALTONName:  Andrew WaltonTitle:  Attorney-in-Fact 

By:  /S/NICK HORNSEYName:  Nick HornseyTitle:  Attorney-in-Fact