**MENTOR CORPORATION**

**23⁄4% Convertible Subordinated Notes due 2024**

**REGISTRATION RIGHTS AGREEMENT**

December22, 2003

 

CreditSuisse First Boston LLCElevenMadison AvenueNewYork, New York 10010‐3629

DearSirs:

Mentor Corporation, a Minnesota corporation (the "**Company**"), proposes to issue and sellto Credit Suisse First Boston LLC (the "**InitialPurchaser**"), upon the terms set forth in a purchase agreement of even dateherewith (the "**Purchase Agreement**"),$125,000,000 aggregate principal amount (plus up to an additional$25,000,000  principal amount) of its 23⁄4% Convertible Subordinated Notesdue 2024 (the "**Initial Securities**").  The Initial Securities will be convertibleinto shares of common stock, par value $0.10 per share, of the Company (the "**Common  Stock**") at the conversion price set forthin the Offering Circular dated December 17, 2003.  The Initial Securities will be issuedpursuant to an Indenture, dated as of December 22, 2003 (the "**Indenture**"), between the Company andU.S. Bank National Association, as trustee (the "**Trustee**").  As an inducementto the Initial Purchaser to enter into the Purchase Agreement, the Companyagrees with the Initial Purchaser, for the benefit of (i) the Initial Purchaserand (ii) the holders of the Initial Securities and the Common Stock issuableupon conversion of the Initial Securities (collectively, the "**Securities**")from time to time until such time as such Securities have been sold pursuant toa Shelf Registration Statement (as defined below) (each of the foregoing a "**Holder**"and collectively the "**Holders**"), asfollows:

1.  *Shelf Registration*.  (a)  The Company shall, at its cost, prepare and,as promptly as practicable (but in no event more than 90 days after the latestdate of original issuance of the Initial Securities), file with the Securitiesand Exchange Commission (the "**Commission**") and thereafter use itsreasonable efforts to cause to be declared effective as soon as practicable(but in no event more than 180 days after the latest date of original issuanceof the Initial Securities) a registration statement on Form S-3 (the "**Shelf Registration****Statement**") relating to the offer and sale of the TransferRestricted Securities (as defined in Section 5 hereof) by the Holders thereoffrom time to time in accordance with the methods of distribution set forth inthe Shelf Registration Statement and Rule 415 under the Securities Act of1933, as amended (the "**Securities Act**") (hereinafter, the "**Shelf Registration**"); provided, however,that no Holder (other than an Initial Purchaser) shall be entitled to have theSecurities held by it covered by such Shelf Registration Statement unless suchHolder agrees in writing to be bound by all the provisions of this Agreementapplicable to such Holder. 

(b)  The Company shall usereasonable efforts to keep the Shelf Registration Statement continuouslyeffective in order to permit the prospectus included therein (the "**Prospectus**")to be lawfully delivered by the Holders of the relevant Securities, for aperiod that will terminate when all the Securities covered by the ShelfRegistration Statement (i) have been sold pursuant thereto or (ii) may be soldpursuant to Rule 144(k) under the Securities Act, or any successorrule thereof, assuming for this purpose that the Holders thereof are notaffiliates of the Company (in any such case, such period being called the "**ShelfRegistration Period**").

(c)  Notwithstanding anyother provisions of this Agreement to the contrary, the Company shall cause theShelf Registration Statement and the Prospectus and any amendment or supplementthereto, as of the effective date of the Shelf Registration Statement,amendment or supplement, as applicable, (i) to comply in all material respectswith the applicable requirements of the Securities Act and the rules andregulations of the Commission and (ii) not to contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein ornecessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading.

2.  *Registration Procedures*.  Inconnection with the Shelf Registration contemplated by  Section 1 hereof, the followingprovisions shall apply:

(a)  The Company shall(i) furnish to the Initial Purchaser, prior to the filing thereof with theCommission, a copy of the Shelf Registration Statement and each amendmentthereof and each supplement, if any, to the prospectus included therein and, inthe event that the Initial Purchaser (with respect to any portion of an unsoldallotment from the original offering) is participating in the ShelfRegistration Statement, shall use its commercially reasonable efforts toreflect in each such document, when so filed with the Commission, such commentsas the Initial Purchaser reasonably may propose; and (ii) include thenames of the Holders who propose to sell Securities pursuant to the ShelfRegistration Statement as selling securityholders.

(b)  The Company shall givewritten notice to the Initial Purchaser and the Holders of the Securities(which notice pursuant to clauses (ii)‐(v) hereof shall be accompanied byan instruction to suspend the use of the Prospectus until the requisite changeshave been made) of any of the following:

(i) when the ShelfRegistration Statement or any amendment thereto has been filed with theCommission and when the Shelf Registration Statement or any post‐effectiveamendment thereto has become effective;

(ii) any request by theCommission for amendments or supplements to the Shelf Registration Statement orthe prospectus included therein or for additional information;

(iii) the issuance by theCommission of any stop order suspending the effectiveness of the ShelfRegistration Statement or the initiation of any proceedings for that purpose;

(iv) the receipt by theCompany or its legal counsel of any notification with respect to the suspensionof the qualification of the Securities for sale in any jurisdiction or theinitiation or threatening of any proceeding for such purpose; and

(v) the occurrence orexistence of any event involving the Company or pending corporate developmentwith respect to the Company (but not as to the substance of any such event oroccurrence) that is material and makes it inadvisable to allow continuedavailability of the Shelf Registration Statement and the related prospectus.

(c)  The Company shall usecommercially reasonable efforts to obtain the withdrawal at the earliestpossible time of any order suspending the effectiveness of the ShelfRegistration Statement.

(d)  The Company shall, during the Shelf Registration Period, deliverto each Holder of Securities included within the coverage of the ShelfRegistration, without charge, as many copies of the Prospectus (including eachpreliminary prospectus) included in the Shelf Registration Statement and anyamendment or supplement thereto as such person may reasonably request.  The Company consents, subject to theprovisions of this Agreement, to the use of the Prospectus or any amendment orsupplement thereto by each of the selling Holders of the Securities inconnection with the offering and sale of the Securities covered by theProspectus, or any amendment or supplement thereto, included in the ShelfRegistration Statement.

(e)  Prior to any publicoffering of the Securities pursuant to the Shelf Registration Statement, theCompany shall register or qualify or cooperate with the Holders of theSecurities included therein and their respective counsel in connection with theregistration or qualification of the Securities for offer and sale under thesecurities or "blue sky" laws of such states of the United States as any Holderof the Securities reasonably requests in writing and do any and all other actsor things necessary or advisable to enable the offer and sale in suchjurisdictions of the Securities covered by such Registration Statement; provided,however, that the Company shall not be required to (i) qualifygenerally to do business in any jurisdiction where it is not then so qualifiedor (ii) take any action which would subject it to general service ofprocess or to taxation in any jurisdiction where it is not then so subject.

(f)  Except with respect toRegistrable Securities held in book-entry only form, the Company shallcooperate with the Holders of the Securities to facilitate the timelypreparation and delivery of certificates representing the Securities to be soldpursuant to any Registration Statement free of any restrictive legends and insuch denominations and registered in such names as the Holders may request areasonable period of time prior to sales of the Securities pursuant to theShelf Registration Statement.

(g)  Upon the occurrence ofany event contemplated by paragraphs (ii) through (v) of Section 2(b)above during the period for which the Company is required to maintain aneffective Shelf Registration Statement, the Company shall promptly prepare andfile a post‐effective amendment to the Shelf Registration Statement or areport filed pursuant to the Exchange Act and any other required document so asto cure the Shelf Registration Statement. If the Company notifies the Initial Purchaser and the Holders inaccordance with paragraphs (ii) through (v) of Section 2(b) above tosuspend the use of the Prospectus until the requisite changes to the Prospectushave been made, then the Initial Purchaser and the Holders shall suspend use ofsuch prospectus. The Company shall notify the Initial Purchaser and the Holdersof the termination of any such suspension period.

(h)  Not later than theeffective date of the Shelf Registration Statement, the Company will provideCUSIP numbers for the Initial Securities and the Common Stock registered underthe Shelf Registration Statement, and provide the Trustee with printedcertificates for the Initial Securities in a form eligible for deposit with TheDepository Trust Company.

(i)  The Company will complywith all rules and regulations of the Commission to the extent and so long asthey are applicable to the Shelf Registration and will make generally availableto its security holders (or otherwise provide in accordance withSection 11(a) of the Securities Act) an earnings statement satisfying theprovisions of Section 11(a) of the Securities Act, no later than45 days after the end of a 12‐month period (or 90 days, if suchperiod is a fiscal year) beginning with the first month of the Company's firstfiscal quarter commencing after the effective date of the Shelf RegistrationStatement, which statement shall cover such 12‐month period.

(j)  The Company shall causethe Indenture to be qualified under the Trust Indenture Act of 1939, asamended, (the "**Trust Indenture Act**") in a timely manner and containingsuch changes, if any, as shall be necessary for such qualification.  In the event that such qualification wouldrequire the appointment of a new trustee under the Indenture, the Company shallappoint a new trustee thereunder pursuant to the applicable provisions of theIndenture.

(k)  The Company may requireeach Holder of Securities to be sold pursuant to the Shelf RegistrationStatement to furnish to the Company such information regarding the Holder andthe distribution of the Securities as the Company may from time to timereasonably require for inclusion in the Shelf Registration Statement (the"Selling Holder Information"), and the Company may exclude from the initialregistration the Securities of any Holder that fails to furnish suchinformation within a reasonable time after receiving such request.  The Company shall use commercially reasonableefforts to include in the Shelf Registration Statement the Securities of anyHolder that has furnished the Selling Holder Information to the Company afterthe date of effectiveness of the Shelf Registration Statement, either (1) ifsuch Securities may be added to the Shelf Registration Statement through asupplement to such Shelf Registration Statement, by filing, within fivebusiness days of receipt by the Company of such Holder's Selling HolderInformation, a supplement to the Shelf Registration Statement pursuant to Rule424(b) under the Securities Act adding such Holder's Securities, or (2) if suchSecurities may only be added to the Shelf Registration Statement through apost-effective amendment to such Shelf Registration Statement, by filing apost-effective amendment within five business days after the 45thday of the calendar quarter in which any such Selling Holder Information wasreceived by the Company; provided, however, that such post-effectiveamendment need not include any Holder's Securities if such Holder's SellingHolder Information was not received by the Company at least five business daysprior to the 45th day of the applicable calendar quarter ; and provided,further that, in no event shall the Company be required to file morethan one post-effective amendment pursuant to this Section 2(k) in any calendarquarter. 

(l)  The Company shall enterinto such customary agreements (including, with respect to its obligationsunder Section 2(o), an underwriting agreement in customary form) in order tofacilitate the disposition of the Securities pursuant to the ShelfRegistration.

(m)  The Company shall(i) make reasonably available for inspection by the Holders, anyunderwriter participating in any disposition pursuant to the Shelf RegistrationStatement and any attorney, accountant or other agent retained by the Holdersor any such underwriter, all relevant financial and other records, pertinentcorporate documents and properties of the Company and (ii) cause theCompany's officers, directors, employees, accountants and auditors to supplyall relevant information reasonably requested by the Holders or any suchunderwriter, attorney, accountant or agent in connection with the ShelfRegistration Statement; provided, however, that the foregoinginspection and information gathering shall be coordinated on behalf of theInitial Purchaser by you and on behalf of the other parties by one counseldesignated by and on behalf of such other parties as described inSection 3 hereof.

(n)  The Company, ifrequested by any Holder of Securities covered by the Shelf RegistrationStatement, shall cause (i) its counsel to deliver an opinion and updatesthereof relating to the Securities in customary form addressed to such Holdersand the managing underwriters, if any, thereof, and dated, in the case of theinitial opinion, the effective date of such Shelf Registration Statement (itbeing agreed that the matters to be covered by such opinion shall include,without limitation, the due incorporation and good standing of the Company andits subsidiaries; the qualification of the Company and its subsidiaries totransact business as foreign corporations; the due authorization, execution anddelivery of the relevant agreement of the type referred to in Section 2(l)hereof; the due authorization, execution, authentication and issuance, and thevalidity and enforceability, of the Securities; the absence of material legalor governmental proceedings involving the Company and its subsidiaries; theabsence of governmental approvals required to be obtained in connection withthe Shelf Registration Statement, the offering and sale of the Securities, orany agreement of the type referred to in Section 2(l) hereof; thecompliance as to form of the Shelf Registration Statement and any documents incorporatedby reference therein and of the Indenture with the requirements of theSecurities Act and the Trust Indenture Act, respectively; and, as of the dateof the opinion and as of the effective date of the Shelf Registration Statementor most recent post‐effective amendment thereto, as the case may be, theabsence from the Shelf Registration Statement and the prospectus includedtherein, as then amended or supplemented, including all documents incorporatedby reference therein, of an untrue statement of a material fact or the omissionto state therein a material fact required to be stated therein or necessary tomake the statements therein in the light of the circumstances under which theywere made, not misleading; (ii) its officers to execute and deliver allcustomary documents and certificates and updates thereof requested by anyunderwriters of the Securities and (iii) its independent publicaccountants to provide to the selling Holders of the applicable Securities andany underwriter therefor a comfort letter in customary form and coveringmatters of the type customarily covered in comfort letters in connection withprimary underwritten offerings, subject to receipt of appropriate documentationas contemplated, and only if permitted, by Statement of Auditing StandardsNo. 72. 

(o)  In the event that anybroker‐dealer registered under the Exchange Act shall underwrite anySecurities or participate as a member of an underwriting syndicate or sellinggroup or "assist in the distribution" (within the meaning of the Conduct Rules(the "**Rules**") of the NationalAssociation of Securities Dealers, Inc. ("**NASD**"))thereof, whether as a Holder of such Securities or as an underwriter, aplacement or sales agent or a broker or dealer in respect thereof, orotherwise, the Company will assist such broker‐dealer in complying withthe requirements of such Rules, including, without limitation, by (i) ifsuch Rules, including Rule 2720, shall so require, engaging a "qualifiedindependent underwriter" (as defined in Rule 2720) to participate in thepreparation of the Shelf Registration Statement relating to such Securities, toexercise usual standards of due diligence in respect thereto and, if anyportion of the offering contemplated by such Registration Statement is anunderwritten offering or is made through a placement or sales agent, torecommend the yield of such Securities, (ii) indemnifying any suchqualified independent underwriter to the extent of the indemnification ofunderwriters provided in Section 5 hereof and (iii) providing suchinformation to such broker‐dealer as may be required in order for suchbroker‐dealer to comply with the requirements of the Rules; provided,that the Company's obligations under this Section 2(o) shall be limited toofferings of at least $50,000,000 aggregate principal amount of InitialSecurities.

(p)  The Company shall usereasonable efforts to take all other steps necessary to effect the registrationof the Securities covered by a Registration Statement contemplated hereby.

3.  *Registration Expenses*.  (a)All expenses incident to the Company's performance of and compliance with thisAgreement will be borne by the Company, regardless of whether a RegistrationStatement is ever filed or becomes effective, including without limitation; 

(i)  all registration and filing fees andexpenses; 

(ii) all fees andexpenses of compliance with federal securities and state "blue sky" orsecurities laws; 

(iii) all expenses ofprinting (including printing certificates for the Securities to be issued andprinting of Prospectuses; 

(iv) all fees anddisbursements of counsel for the Company;

 (v) all application and filing fees inconnection with listing the Securities on a national securities exchange orautomated quotation system pursuant to the requirements hereof; and 

(vi) all fees anddisbursements of independent certified public accountants of the Company(including the expenses of any special audit and comfort letters required by orincident to such performance).  

TheCompany will bear its internal expenses (including, without limitation, allsalaries and expenses of its officers and employees performing legal oraccounting duties), the expenses of any annual audit and the fees and expensesof any person, including special experts, retained by the Company.

(b)  In connection with theShelf Registration Statement required by this Agreement, the Company willreimburse the Initial Purchaser and the Holders of Securities covered by theShelf Registration Statement, for the reasonable fees and disbursements of notmore than one counsel, designated by the Holders of a majority in principalamount of the Securities covered by the Shelf Registration Statement (providedthat Holders of Common Stock issued upon the conversion of the InitialSecurities shall be deemed to be Holders of the aggregate principal amount ofInitial Securities from which such Common Stock was converted), to act ascounsel for the Holders in connection therewith.

4.  *Indemnification*.  (a)  The Company agrees to indemnify and hold harmlesseach Holder and each person, if any, who controls such Holder within themeaning of the Securities Act or the Exchange Act (each Holder, and suchcontrolling persons are referred to collectively as the "**Indemnified****Parties**")from and against any losses, claims, damages or liabilities, joint or several,or any actions in respect thereof (including, but not limited to, any losses,claims, damages, liabilities or actions relating to purchases and sales of theSecurities) to which each Indemnified Party may become subject under theSecurities Act, the Exchange Act or otherwise, insofar as such losses, claims,damages, liabilities or actions arise out of or are based upon any untruestatement or alleged untrue statement of a material fact contained in the ShelfRegistration Statement or prospectus including any document incorporated byreference therein, or in any amendment or supplement thereto or in anypreliminary prospectus relating to the Shelf Registration, or arise out of, orare based upon, the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, and shall reimburse, as incurred, the Indemnified Parties forany legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action inrespect thereof; provided, however, that (i) the Companyshall not be liable in any such case to the extent that such loss, claim,damage or liability arises out of or is based upon any untrue statement oralleged untrue statement or omission or alleged omission made in the ShelfRegistration Statement or prospectus or in any amendment or supplement theretoor in any preliminary prospectus relating to the Shelf Registration in relianceupon and in conformity with written information pertaining to such Holder andfurnished to the Company by or on behalf of such Holder specifically forinclusion therein and (ii) with respect to any untrue statement oromission or alleged untrue statement or omission made in any preliminaryprospectus relating to the Shelf Registration Statement, the indemnityagreement contained in this subsection (a) shall not inure to the benefitof any Holder from whom the person asserting any such losses, claims, damagesor liabilities purchased the Securities concerned, to the extent that aprospectus relating to such Securities was required to be delivered by suchHolder under the Securities Act in connection with such purchase and any suchloss, claim, damage or liability of such Holder results from the fact thatthere was not sent or given to such person, at or prior to the writtenconfirmation of the sale of such Securities to such person, a copy of the finalprospectus if the Company had previously furnished copies thereof to suchHolder; providedfurther, however, that this indemnityagreement will be in addition to any liability which the Company may otherwisehave to such Indemnified Party.  TheCompany shall also indemnify underwriters, their officers and directors andeach person who controls such underwriters within the meaning of the SecuritiesAct or the Exchange Act to the same extent as provided above with respect tothe indemnification of the Holders of the Securities if requested by suchHolders.

(b)  Each Holder, severallyand not jointly, will indemnify and hold harmless the Company, its officers anddirectors and each person, if any, who controls the Company within the meaningof the Securities Act or the Exchange Act from and against any losses, claims,damages or liabilities or any actions in respect thereof, to which the Companyor any such controlling person may become subject under the Securities Act, theExchange Act or otherwise, insofar as such losses, claims, damages, liabilitiesor actions arise out of or are based upon any untrue statement or allegeduntrue statement of a material fact contained in the Shelf RegistrationStatement or prospectus or in any amendment or supplement thereto or in anypreliminary prospectus relating to the Shelf Registration, or arise out of orare based upon the omission or alleged omission to state therein a materialfact necessary to make the statements therein not misleading, but in each caseonly to the extent that the untrue statement or omission or alleged untruestatement or omission was made in reliance upon and in conformity with writteninformation pertaining to such Holder and furnished to the Company by or onbehalf of such Holder specifically for inclusion therein; and, subject to thelimitation set forth immediately preceding this clause, shall reimburse, asincurred, the Company for any legal or other expenses reasonably incurred bythe Company or any such controlling person in connection with investigating ordefending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in additionto any liability which such Holder may otherwise have to the Company or any ofits controlling persons.

(c)  Promptly after receiptby an indemnified party under this Section 4 of notice of the commencementof any action or proceeding (including a governmental investigation), suchindemnified party will, if a claim in respect thereof is to be made against theindemnifying party under this Section 4, notify the indemnifying party ofthe commencement thereof; but the failure to notify the indemnifying party shallnot relieve it from any liability that it may have under subsection (a) or (b)above except to the extent that it has been materially prejudiced (through theforfeiture of substantive rights or defenses) by such failure; and providedfurther that the failure to notify the indemnifying party shall not relieve itfrom any liability that it may have to an indemnified party otherwise than under subsection (a) or(b) above.  In case any such action isbrought against any indemnified party, and it notifies the indemnifying partyof the commencement thereof, the indemnifying party will be entitled toparticipate therein and, to the extent that it may wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel reasonably satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to the indemnifyingparty), and after notice from the indemnifying party to such indemnified partyof its election so to assume the defense thereof the indemnifying party willnot be liable to such indemnified party under this Section 4 for any legalor other expenses, other than reasonable costs of investigation, subsequentlyincurred by such indemnified party in connection with the defense thereof.  No indemnifying party shall, without theprior written consent of the indemnified party, effect any settlement of anypending or threatened action in respect of which any indemnified party is orcould have been a party and indemnity could have been sought hereunder by suchindemnified party unless such settlement (i) includes an unconditional releaseof such indemnified party from all liability on any claims that are the subjectmatter of such action, and (ii) does not include a statement as to or anadmission of fault, culpability or a failure to act by or on behalf of anyindemnified party.

(d)  If the indemnification providedfor in this Section 4 is unavailable or insufficient to hold harmless anindemnified party under subsections (a) or (b) above, then each indemnifyingparty shall contribute to the amount paid or payable by such indemnified partyas a result of the losses, claims, damages or liabilities (or actions inrespect thereof) referred to in subsection (a) or (b) above in suchproportion as is appropriate to reflect the relative fault of the indemnifyingparty or parties on the one hand and the indemnified party on the other inconnection with the statements or omissions that resulted in such losses,claims, damages or liabilities (or actions in respect thereof) as well as anyother relevant equitable considerations. The relative fault of the parties shall be determined by reference to,among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material factrelates to information supplied by the Company on the one hand or such Holder orsuch other indemnified party, as the case may be, on the other, and theparties' relative intent, knowledge, access to information and opportunity tocorrect or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses,claims, damages or liabilities referred to in the first sentence of thissubsection (d) shall be deemed to include any legal or other expensesreasonably incurred by such indemnified party in connection with investigatingor defending any action or claim which is the subject of thissubsection (d).  Notwithstanding anyother provision of this Section 4(d), the Holders shall not be required tocontribute any amount in excess of the amount by which the net proceedsreceived by such Holders from the sale of the Securities pursuant to the ShelfRegistration Statement exceeds the amount of damages which such Holders haveotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Securities Act) shall be entitled to contributionfrom any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), eachperson, if any, who controls such indemnified party within the meaning of theSecurities Act or the Exchange Act shall have the same rights to contributionas such indemnified party and each person, if any, who controls the Companywithin the meaning of the Securities Act or the Exchange Act shall have thesame rights to contribution as the Company.

(e)  The agreementscontained in this Section 4 shall survive the sale of the Securitiespursuant to the Shelf Registration Statement and shall remain in full force andeffect, regardless of any termination or cancellation of this Agreement or anyinvestigation made by or on behalf of any indemnified party.

5.  *Additional Interest Under Certain Circumstances*.  (a)  Additional interest (the "**Additional****Interest**") with respect to the Initial Securities shall be assessedas follows if any of the following events occur (each such event inclauses (i) through (iii) below being herein called a "**Registration Default**"):

(i)  theShelf Registration Statement has not been filed with the Commission by the 90thday after the latest date of original issuance of the Initial Securities; 

(ii)  the Shelf Registration Statement has not beendeclared effective by the Commission by the 180th day after thelatest date of original issue of the Initial Securities; or

(iii)  after the Shelf Registration Statement isdeclared effective by the Commission (A) the Shelf Registration Statementthereafter ceases to be effective or (B) the Prospectus ceases to beusable in connection with resales of Transfer Restricted Securities (as definedbelow), and (X) the Company does not notify the Initial Purchaser and theHolders of Securities of a suspension of the Shelf Registration Statement inaccordance with Section 2(b) hereof or (Y) use of the Shelf RegistrationStatement has been suspended in accordance with Section 2(b) hereof for aperiod greater than an aggregate of 45 days in any 90-day period or greaterthan an aggregate of 90 days in any 12-month period.

Eachof the foregoing will constitute a Registration Default whatever the reason forany such event and whether it is voluntary or involuntary or is beyond thecontrol of the Company or pursuant to operation of law or as a result of anyaction or inaction by the Commission.

Additional Interest shall accrue on the Initial Securities overand above the interest set forth in the title of the Initial Securities fromand including the date on which any such Registration Default shall occur tobut excluding the date on which any such Registration Default shall have beencured, at a rate of 0.50% per annum (the "**AdditionalInterest Rate**").

(b)  A Registration Defaultreferred to in Section 5(a)(iii) hereof shall be deemed not to haveoccurred and be continuing in relation to the Shelf Registration Statement orthe related prospectus if (i) such Registration Default has occurredsolely as a result of (x) the filing of a post‐effective amendment to theShelf Registration Statement to incorporate annual audited financialinformation with respect to the Company or to add additional sellingshareholders as required by Section 2(k) where such post‐effectiveamendment is not yet effective and needs to be declared effective to permitHolders to use the related prospectus or (y) other material events with respectto the Company that would need to be described in such Shelf RegistrationStatement or the related prospectus and (ii) in the case of clause (y), theCompany is proceeding promptly and in good faith to amend or supplement theShelf Registration Statement and related prospectus to describe such events asrequired by paragraph 2(h) hereof

(c)  Any amounts ofAdditional Interest due pursuant to Section 5(a) will be payable in cashon the regular interest payment dates with respect to the InitialSecurities.  The amount of AdditionalInterest will be determined by multiplying the applicable Additional InterestRate by the principal amount of the Initial Securities, further multiplied by afraction, the numerator of which is the number of days such AdditionalInterest Rate was applicable during such period (determined on the basis of a360‐day year comprised of twelve 30‐day months), and thedenominator of which is 360.    

(d)  "**Transfer Restricted Securities**" means each Security until(i) the date on which such Security has been effectively registered underthe Securities Act and disposed of in accordance with the Shelf RegistrationStatement or (ii) the date on which such Security is distributed to thepublic pursuant to Rule 144 under the Securities Act or is saleablepursuant to Rule 144(k) under the Securities Act.

6.  *Rules 144 and 144A*.  TheCompany shall use its commercially reasonable efforts to file the reportsrequired to be filed by it under the Securities Act and the Exchange Act in atimely manner and, if at any time the Company is not required to file suchreports, it will, upon the request of any Holder, make publicly available otherinformation so long as necessary to permit sales of their securities pursuantto Rules 144 and 144A.  The Companycovenants that it will take such further action as any Holder may reasonablyrequest, all to the extent required from time to time to enable such Holder tosell Transfer Restricted Securities without registration under the SecuritiesAct within the limitation of the exemptions provided by Rules 144 and 144A(including the requirements of Rule 144A(d)(4)).  The Company will provide a copy of thisAgreement to prospective purchasers of Securities identified to the Company bythe Initial Purchaser upon request.  Uponthe request of any Holder, the Company shall deliver to such Holder a writtenstatement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing inthis Section 6 shall be deemed to require the Company to register any ofits securities pursuant to the Exchange Act.

7.  *Underwritten Registrations*. If any of the Transfer Restricted Securities covered by the ShelfRegistration are to be sold in an underwritten offering, the investment bankeror investment bankers and manager or managers that will administer the offering("**Managing Underwriters**") will beselected by the holders of a majority in aggregate principal amount of suchTransfer Restricted Securities to be included in such offering (provided thatholders of Common Stock issued upon conversion of the Initial Securities shallnot be deemed holders of Common Stock, but shall be deemed to be holders of theaggregate principal amount of Initial Securities from which such Common Stockwas converted).

No person may participate in any underwritten registrationhereunder unless such person (i) agrees to sell such person's TransferRestricted Securities on the basis reasonably provided in any underwritingarrangements approved by the persons entitled hereunder to approve sucharrangements and (ii) completes and executes all questionnaires, powers ofattorney, indemnities, underwriting agreements and other documents reasonablyrequired under the terms of such underwriting arrangements.

8.  *Miscellaneous*.

(a)  *Remedies*.  The Company acknowledges and agrees that anyfailure by the Company to comply with its obligations under Section 1hereof may result in material irreparable injury to the Initial Purchaser orthe Holders for which there is no adequate remedy at law, that it will not bepossible to measure damages for such injuries precisely and that, in the eventof any such failure, the Initial Purchaser or any Holder may obtain such reliefas may be required to specifically enforce the Company's obligations underSections 1 hereof.  The Companyfurther agrees to waive the defense in any action for specific performance thata remedy at law would be adequate.

(b)  *No Inconsistent Agreements*. The Company will not on or after the date of this Agreement enter intoany agreement with respect to its securities that is inconsistent with therights granted to the Holders in this Agreement or otherwise conflicts with theprovisions hereof.  The rights granted tothe Holders hereunder do not in any way conflict with and are not inconsistentwith the rights granted to the holders of the Company's securities under anyagreement in effect on the date hereof.

(c)  *Amendmentsand Waivers*.  The provisions of thisAgreement may not be amended, modified or supplemented, and waivers or consentsto departures from the provisions hereof may not be given, except by theCompany and the written consent of the holders of a majority in principalamount of the Securities affected by such amendment, modification, supplement,waiver or consents (provided that holders of Common Stock issued uponconversion of Initial Securities shall not be deemed holders of Common Stock,but shall be deemed to be holders of the aggregate principal amount of InitialSecurities from which such Common Stock was converted).  Without the consent of the Holder of eachInitial Security, however, no modification may change the provisions relatingto the payment of Additional Interest.

(d)  *Notices*.  All notices and other communications providedfor or permitted hereunder shall be made in writing by hand delivery, first‐classmail, facsimile transmission, or air courier which guarantees overnightdelivery:

(1)  if to a Holder of theSecurities, at the most current address given by such Holder to the Company.

(2)  if to the InitialPurchaser;

Credit Suisse First Boston LLCEleven Madison AvenueNew York, NY 10010‐3629Fax No.:  (212) 325‐8278Attention:  TransactionsAdvisory Group

with a copy to:Milbank, Tweed, Hadley & McCloy LLP5 Palo Alto Square, 7th FloorPalo Alto, CA 94306Fax No.: (650) 739-7100Attention:  Douglas Tanner

(3) if to the Company,at its address as follows:

Mentor Corporation201 Mentor DriveSanta Barbara, CA 93111Fax No.: (805) 879-6000Attn: General Counsel's Office

with a copy to:Wilson Sonsini Goodrich & Rosati650 Page Mill RoadPalo Alto, CA 94304Fax No.: (650) 493-6811Attention: John Fore

All such notices and communications shall be deemed to have beenduly given:  at the time delivered byhand, if personally delivered; three business days after being depositedin the mail, postage prepaid, if mailed; when receipt is acknowledged byrecipient's facsimile machine operator, if sent by facsimile transmission; andon the day delivered, if sent by overnight air courier guaranteeing next daydelivery.

(e) *Third PartyBeneficiaries.*  The Holders shall bethird party beneficiaries to the agreements made hereunder between the Company,on the one hand, and the Initial Purchaser, on the other hand, and shall havethe right to enforce such agreements directly to the extent they may deem suchenforcement necessary or advisable to protect their rights or the rights ofHolders hereunder.

(f)  *Successors and Assigns*.  ThisAgreement shall be binding upon the Company and its successors and assigns.

(g)  *Counterparts*.  This Agreementmay be executed in any number of counterparts and by the parties hereto inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the sameagreement.

(h)  *Headings*.  The headings inthis Agreement are for convenience of reference only and shall not limit orotherwise affect the meaning hereof.

(i)  *Governing*Law.  THISAGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

By the execution and delivery of this Agreement, the Companysubmits to the nonexclusive jurisdiction of any federal or state court in theState of New York.

(j)  *Severability*.  If any one ormore of the provisions contained herein, or the application thereof in anycircumstance, is held invalid, illegal or unenforceable, the validity, legalityand enforceability of any such provision in every other respect and of theremaining provisions contained herein shall not be affected or impairedthereby.

(k)  *Securities Held by the Company*. Whenever the consent or approval of Holders of a specified percentage ofprincipal amount of Securities is required hereunder, Securities held by theCompany or its affiliates (other than subsequent Holders of Securities if suchsubsequent Holders are deemed to be affiliates solely by reason of theirholdings of such Securities) shall not be counted in determining whether suchconsent or approval was given by the Holders of such required percentage.

(l)   *Submission to Jurisdiction.*The Company hereby submitsto the non-exclusive jurisdiction of the Federal and state courts in the Boroughof Manhattan in The City of New York in any suit or proceeding arising out of orrelating to this Agreement or the transactions contemplated hereby.

Ifthe foregoing is in accordance with your understanding of our agreement, pleasesign and return to the Company a counterpart hereof, whereupon this instrument,along with all counterparts, will become a binding agreement among the InitialPurchaser and the Company  in accordancewith its terms.

Very truly yours,

MENTOR CORPORATION

by  /S/ADEL MICHAELName:  Adel MichaelTitle: CFO

The foregoing Registration Rights Agreement is herebyconfirmedand accepted as of the datefirstabove written.

CreditSuisse First Boston LLC

by  /S/EDWARD M. BROWNName:  Edward M. BrownTitle:  Managing Director