**RESTATED ARTICLES OF INCORPORATION**

**OF**

**MENTOR CORPORATION**

Theundersigned hereby certifies that he is the duly elected, qualified and actingPresident and Chief Executive Officer of Mentor Corporation, a Minnesotacorporation (the "Company"), and hereby further certifies that at a meeting ofthe Board of Directors of the Company held on December 12, 2002, the Board ofDirectors of the Company adopted the following resolutions:

RESOLVED,that pursuant to Chapter 302A.135, Subdivision *5,*of the Minnesota BusinessCorporation Act, the existing Restated Articles of Incorporation of MentorCorporation and all amendments thereto be consolidated and restated as followswithout change to the corresponding provisions of such Restated Articles aspreviously amended, and that these Restated Articles of Incorporation supersedeand take the place of such existing Restated Articles of Incorporation and allamendments thereto; and

RESOLVED FURTHER, that the officers of the Company be directed toexecute end file with the Secretary of State of the State of Minnesota theseRestated Articles of Incorporation on behalf of this corporation.

**ARTICLE I**

**Name**

The name of thiscorporation shall be Mentor Corporation.

**ARTICLE II**

**Registered Office**

Thelocation and post office address of the registered office of this corporationin Minnesota shall be 33 South Sixth Street, Multifoods Tower, Minneapolis, Minnesota 55402. The name of this corporation'sregistered agent at such address is Corporation Service Company.

**ARTICLE III**

**Duration**

The durationof this corporation shall be perpetual.

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**ARTICLE IV**

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**Purposes**

The purposes for which this corporation is organized aregeneral business purposes.

**ARTICLE V**

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**Powers**

This corporation shallhave all the powers conferred or permitted by the laws of the State ofMinnesota.

**ARTICLE VI**

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**Capital Stock**

 

                         A.        **AuthorizedShares.** The total authorized number of shares       ofthis corporation shall be 150,000,000, all of whichshall be common shares of the par value of $.10 per share

                        B.         **PreemptiveRights.** No holder of common shares of this corporation shall have anypreferential, preemptive, or other rights of    subscriptionto acquire any unissued securities or rights topurchase securities of this corporation now or hereafter authorized to be sold,or to any obligations convertible into securities of the corporation of anyclass,or to any right of subscription to any part thereof.

**                       **C.**        Cumulative Voting.**Noholderof common shares of this corporation shall be entitled to any cumulative votingrights for the election of directors or for any other purpose.

**ARTICLE VII**

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**Directors**

The number andqualification or directors shall be fixed and provided in the by-laws asamended from time to time.

**ARTICLE VIII**

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**Supersession**

 

The foregoing RestatedArticles of Incorporation supersede and take the place of existing Articles ofIncorporation and all amendments thereto.

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**ARTICLE IX**

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**Directors' Liability**

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No director of thiscorporation shall he personally liable to this corporation or its shareholdersfor monetary damages for breach of fiduciary duty as a director; provided,however, that this Article shall not eliminate or limit the liability of adirector to the extent provided by applicable law (i)for any        breach of the director'sduty of loyally to this corporation or its shareholders, (ii) for acts oromissions not in good faith or that involve intentional misconduct or a knowingviolation of law, (iii) under Sections 302A.559 or 8OA.23 of the MinnesotaStatutes, (iv) for any transaction from which the director derived an improperpersonal benefit, or (v) for any act or omission occurring prior to theeffective date of this Article. No amendment to or repeal of this Article shallapply to or have any effect on the liability or alleged liability of anydirector of this corporation for or with respect to any acts or omissions ofsuch director occurring prior to such amendment or repeal.

Accordingly, theseRestated Articles of Incorporation are hereby executed and submitted inaccordance with the provisions of Chapter 302A.135, Subdivision 5,ofthe Minnesota Business Corporation Act.

Dated: December 12,2002

By:       /S/CHRISTOPHERJ. CONWAY

            Presidentand Chief Executive Officer