##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 001-31744
 MENTOR CORPORATION
  Minnesota
(State or other jurisdiction of 
incorporation or organization)
    
    41-0950791
(IRS Employer Identification No.)
 201 Mentor Drive, Santa Barbara, California 93111
 (805) 879-6000
  Title of Each Class:
    
    Name of Each Exchange on Which Registered:Common Shares, par value $0.10 per share
    
    New York Stock Exchange
  
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
   EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement ScheduleSIGNATURESEXHIBIT LISTEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
    DirectorNominee
    
    Age
    
    Since
    
    Positions and Offices Held with MentorJoseph E. Whitters
    
    
    50
    
    
    
    2004
    
    
    Chairman of the BoardMichael L. Emmons
    
    
    67
    
    
    
    2004
    
    
    DirectorWalter W. Faster
    
    
    75
    
    
    
    1980
    
    
    DirectorMargaret H. Jordan
    
    
    65
    
    
    
    2007
    
    
    DirectorJoshua H. Levine
    
    
    50
    
    
    
    2004
    
    
    President, Chief Executive Officer and DirectorKatherine S. Napier
    
    
    53
    
    
    
    2007
    
    
    DirectorBurt E. Rosen
    
    
    59
    
    
    
    2007
    
    
    Director
 Joseph E. Whitters
 Michael L. Emmons
 Walter W. Faster
 Margaret H. Jordan
 1




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Joshua H. Levine
 Katherine S. Napier
 Burt E. Rosen
 Relationships among Directors or Executive Officers
  Director Independence
  Corporate Governance
   2




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Board Committees and Meetings
  Audit Committee.
  Compensation Committee.
  Nominating and Governance Committee
 Director Nomination Process
  3




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th
    4




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Executive Sessions
  Director Attendance at Annual Meetings
  Section 16(a) Beneficial Ownership Reporting Compliance
   5




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Executive Summary
   
    
    attract, motivate, retain and reward employees of outstanding ability;
    
    link changes in employee compensation to individual and corporate performance;
    
    facilitate the development of a progressive, results-oriented high performance
culture;
    
    provide opportunities for employee involvement, development and meaningful
contribution;
    
    support the achievement of annual and long-term financial and strategic goals by
rewarding employees for superior results; and
    
    align employees interests with those of the shareholders.
     Role of Executive Officers in Compensation Decisions
   
    
    evaluating each NEOs performance;
    
    recommending business performance targets and establishing objectives; and
    
    recommending salary levels, bonuses and equity-based awards.
 6




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
    
    background information regarding our strategic objectives;
    
    his evaluation of the performance of the NEOs (other than himself); and
    
    compensation recommendations as to NEOs (other than himself).
 Peer Group Benchmarking
    2008 Executive Compensation Components
  
    
    base salary;
    
    performance-based annual incentive bonus;
    
    long-term equity incentive compensation; and
    
    perquisites and other personal benefits.
 Total Compensation
   7




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
    
    individual performance compared to the operational and strategic goals established
for the NEO at the beginning of the year;
    
    our financial results for the fiscal year;
    
    the nature, scope and level of responsibilities;
    
    contribution to our financial results, particularly with respect to key metrics such
as cash flow, margins, revenue, operating income and earnings per share; and
    
    effectiveness in leading our initiatives.
 Base Salary
   Performance-Based Annual Incentive Bonus
    8




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Name
    
    2008 AIB AwardJoshua H. Levine
    
    $
    658,125Michael ONeill
    
    $
    114,257Loren L. McFarland
    
    $
    153,281Joseph A. Newcomb
    
    $
    239,118Edward S. Northup
    
    $
    303,469
  9




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Long-Term Equity Incentive Compensation
  
    
    attract superior managerial and professional talent;
    
    retain key managerial and professional talent to support our continued growth and
success; and
    
    align management incentives with goals of the shareholders.
  Stock Options
    10




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Sub-Plan OptionName
    
    GrantsJoshua H. Levine
    
    
    350,000Michael ONeill
    
    
    100,000Joseph A. Newcomb
    
    
    100,000Edward S. Northup
    
    
    150,000
   Restricted Stock Awards
  Performance Stock Units
  11




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##### Table of Contents



Perquisites and Other Personal Benefits
    Fiscal Year 2009 Compensation Decisions
    Stock Ownership Guidelines
  12




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Deductibility of Executive Compensation
  Compensation Committee Report
   
 The foregoing Compensation Committee report is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not incorporated by reference in any of
our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, whether made before or after this filing and irrespective of any general language to
the contrary.
 Compensation Committee Interlocks and Insider Participation
  13




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##### Table of Contents



Fiscal Year 2008 Summary Compensation Table
 (a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (i)
    
    (j)Non-Equity
    
    AllName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Other
    
    TotalPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)Joshua H. Levine
    
    
    2008
    
    
    
    533,846
    
    
    
    
    
    
    
    1,584,263
    
    
    
    329,676
    
    
    
    658,125
    
    
    
    19,710
    
    
    
    3,125,620President, Chief Executive Officer
    
    
    2007
    
    
    
    500,000
    
    
    
    450,000
    
    
    
    1,934,875
    
    
    
    702,318
    
    
    
    500,000
    
    
    
    18,746
    
    
    
    4,105,939Michael ONeill
    
    
    2008
    
    
    
    142,788
    
    
    
    
    
    
    
    183,780
    
    
    
    225,960
    
    
    
    114,257
    
    
    
    32,810
    
    
    
    699,595Vice President, Chief 
Financial Officer
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loren L. McFarland(5)
    
    
    2008
    
    
    
    245,045
    
    
    
    
    
    
    
    616,093
    
    
    
    58,070
    
    
    
    153,281
    
    
    
    1,021,031
    
    
    
    2,093,520Former Vice President, 
Chief Financial
Officer
    
    
    2007
    
    
    
    300,000
    
    
    
    225,000
    
    
    
    639,251
    
    
    
    132,411
    
    
    
    225,000
    
    
    
    16,540
    
    
    
    1,538,202Joseph A. Newcomb
    
    
    2008
    
    
    
    322,846
    
    
    
    
    
    
    
    635,005
    
    
    
    587,590
    
    
    
    239,118
    
    
    
    21,435
    
    
    
    1,805,994Vice President, General Counsel 
and
Secretary
    
    
    2007
    
    
    
    230,770
    
    
    
    
    
    
    
    543,443
    
    
    
    675,773
    
    
    
    225,000
    
    
    
    12,280
    
    
    
    1,687,266Edward S. Northup
    
    
    2008
    
    
    
    412,693
    
    
    
    
    
    
    
    743,229
    
    
    
    1,049,275
    
    
    
    303,469
    
    
    
    18,662
    
    
    
    2,527,328Vice President, Chief 
Operations Officer
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The amounts shown in column (e) reflect the dollar amount recognized for financial statement reporting
purposes of awards, pursuant to our 2005 Long Term Incentive Plan for the fiscal years ended March 31, 2008
and March 31, 2007 in accordance with SFAS 123(R), and thus may include amounts from awards granted in and
prior to fiscal year 2008 and fiscal year 2007. Assumptions used in the calculation of these amounts are
included in footnote G to our consolidated financial statements for the fiscal year ended March 31, 2008,
included in our Annual Report on Form 10-K.(2)
    
    The amounts shown in column (f) represent the compensation cost of stock options for financial reporting
purposes for fiscal year 2008 and fiscal year 2007 under SFAS 123(R), rather than an amount paid to or
realized by the named executive officer. The SFAS 123(R) value as of the grant date for options is spread over
the number of months of service required for the grant to become non-forfeitable. Compensation costs shown in
column (f) reflect ratable amounts expensed for grants that were made in fiscal years 2004 to 2008. The SFAS
123(R) amounts may never be realized.(3)
    
    The amounts in column (g) reflect the cash awards to named executive officers under our AIB plan.(4)
    
    The table below shows the components of column (i), which includes perquisites to the named executive officers. Financial401k
    
    Planning
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalLife Ins
    
    Car
    
    Auto
    
    Commuting
    
    Match
    
    Reimburse-
    
    
    
    
    
    Health
    
    
    
    
    
    Consultant
    
    OtherPremiums
    
    Allowance
    
    Lease
    
    Expenses
    
    Contributions
    
    ment
    
    Gifts
    
    Exams
    
    Severance
    
    Fees
    
    Compensation($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Joshua H. Levine
    
    
    926
    
    
    
    
    
    
    
    3,954
    
    
    
    
    
    
    
    12,619
    
    
    
    
    
    
    
    
    
    
    
    2,211
    
    
    
    
    
    
    
    
    
    
    
    19,710Michael ONeill
    
    
    225
    
    
    
    
    
    
    
    
    
    
    
    29,556
    
    
    
    3,029
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,810Loren L. McFarland
    
    
    260
    
    
    
    1,846
    
    
    
    
    
    
    
    
    
    
    
    4,780
    
    
    
    
    
    
    
    15
    
    
    
    1,930
    
    
    
    981,000
    
    
    
    31,200
    
    
    
    1,021,031Joseph A. Newcomb
    
    
    1,328
    
    
    
    1,846
    
    
    
    
    
    
    
    
    
    
    
    9,246
    
    
    
    7,500
    
    
    
    15
    
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    21,435Edward S. Northup
    
    
    2,872
    
    
    
    2,308
    
    
    
    
    
    
    
    
    
    
    
    10,785
    
    
    
    
    
    
    
    268
    
    
    
    2,429
    
    
    
    
    
    
    
    
    
    
    
    18,662
 (5)
    
    Mr. McFarland left the Company on November 12, 2007. 14




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Fiscal Year 2008 Grants Of Plan-Based Awards
 (a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)
    
    (k)
    
    (l)AllOther
    
    AllOtherStock
    
    OptionAwards:
    
    Awards:
    
    Exercise
    
    GrantEstimatedPossiblePayoutsUnder
    
    EstimatedFuturePayoutsUnder
    
    Numberof
    
    Numberof
    
    orBase
    
    DateFairNon-EquityIncentivePlan
    
    EquityIncentivePlan
    
    Sharesof
    
    Securities
    
    Priceof
    
    ValueofAwards(1)
    
    Awards(2)
    
    Stockor
    
    Underlying
    
    Option
    
    OptionName
    
    GrantDate
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units(3)
    
    Options(4)
    
    Awards
    
    Awards(5)($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)JoshuaH.Levine
    
    
    N/A
    
    
    
    21,600
    
    
    
    675,000
    
    
    
    810,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9/18/2007
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    350,000
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    53.76
    
    
    
    3,924,970MichaelONeill(9)
    
    
    N/A
    
    
    
    15,000
    
    
    
    281,250
    
    
    
    337,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/03/2007
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    100,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    43.47
    
    
    
    890,12012/03/2007
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    
    37.80
    
    
    
    1,322,07512/03/2007
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    
    
    
    
    
    
    
    
    
    Loren L.McFarland(10)
    
    
    N/A
    
    
    
    13,080
    
    
    
    245,250
    
    
    
    294,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    JosephA.Newcomb
    
    
    N/A
    
    
    
    13,080
    
    
    
    245,250
    
    
    
    294,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9/18/2007
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    100,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    51.52
    
    
    
    1,181,810EdwardS.Northup
    
    
    N/A
    
    
    
    16,600
    
    
    
    311,250
    
    
    
    373,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9/18/2007
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    51.52
    
    
    
    1,772,715
 
 (1)
    
    Amounts shown in columns (c), (d) and (e) are the estimated possible
payouts for fiscal year 2008 under our AIB plan based on the
achievement of certain identified objectives for the Company and the
individual named executive officer. The actual bonuses awarded to the
named executive officers are reported in the Fiscal Year 2008 Summary
Compensation Table under the column Non-Equity Incentive Plan
Compensation. The AIB plan includes various incentive levels based
on the participants position, with the pay-out targets for
executives ranging from 75% to 125% of base salary. The Committee
sets minimum, target and maximum levels for our financial objectives
each year and the payment and amount of any bonus is dependent upon
whether we achieve those performance goals.For fiscal year 2008, the amount that could have been received by Mr.
Levine under the AIB plan ranged from between 0% (assuming the
minimum objectives were not met) of annual base salary and 150% of
annual base salary, with a targeted bonus amount of 125% of base
salary at attainment of 100% of budgeted COI and strategic
objectives. For executive officers other than Mr. Levine, the amount
such officers could have received ranged from 0% to 90% of base
salary, with targeted bonus amounts of 75% of annual base salary at
attainment of 100% of budgeted COI and strategic objectives. The
table sets forth the estimated range of cash payouts to executive
officers under the AIB plan assuming threshold, target or maximum
performance objectives were met for fiscal year 2008.(2)
    
    Represents options that have been granted under the Sub-Plan. For
options granted under the Sub-Plan, the executive officer may acquire
shares of common stock at an exercise price set at a premium to the
closing price of our common stock on the grant date. These options
were granted on September 18, 2007 and vest at a rate of 10% on March
31, 2008 (the amount in column (f)); 20% on March 31, 2009, 30% on
March 31, 2010 and 40% on march 31, 2011, if the company achieves
certain specified EPS targets. The specified EPS target for the
fiscal year ended March 31, 2008 was not met and the 10% vesting did
not occur.(3)
    
    Each grant of restricted stock vests in installments over a five year
period. Apart from receiving dividends with respect to these shares,
the shares of restricted stock will provide a positive return to the
executive officer only if he or she remains employed by us during the
vesting period. Additionally, the executive officer, by accepting the
grant of shares of restricted stock, agrees to be bound by certain
stock ownership guidelines as set forth in his/her restricted stock
award agreement. Generally, the executive officer agrees to attain,
by no later than the fifth anniversary of the award date, a level of
stock ownership at least equal to two times the executive officers
annual base salary (three times for the Chief Executive Officer),
calculated by dividing (i) the product of the executive officers
salary times two (or three, as the case may be) by (ii) the fair
market value of a share of our common stock on the award date. Once
attained, the officer must maintain this level of stock ownership
throughout the remainder of his/her employment. Additional shares of
restricted stock may be granted over time to executive officers in
connection with performance and promotions.(4)
    
    Most stock option grants allow the executive officer to acquire
shares of common stock at an exercise price equal to the closing
price of our common stock on the grant date over a specified period
of time not to exceed 10 years. Generally, shares subject to the
option grant become exercisable in a series of installments over a
four year period, contingent upon the executive officers continued
employment. 15




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(5)
    
    The amounts shown in column (l) reflect the grant date fair value of
each option award computed in accordance with FAS 123(R).(6)
    
    Represents grants of stock options approved under the Sub-Plan.(7)
    
    Represents grants of stock options under the 2005 Plan.(8)
    
    Represents shares of restricted stock under the 2005 Plan.(9)
    
    Upon his employment with us, Mr. ONeill received an option to
purchase 125,000 shares of common stock with an exercise price of
$37.80 per share, 27,500 shares of restricted stock, and 100,000
options under the Sub-Plan with an exercise price of $43.47 per
share.(10)
    
    Mr. McFarlands employment with the Company terminated during fiscal
year 2008. He received a percentage of the non-equity incentive
award pursuant to the terms of his separation and release agreement,
which is further described in Potential Payments on Termination or
Change of Control. Employment Agreements
  Potential Payments on Termination or Change of Control
  Loren L. McFarland.
  16




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##### Table of Contents



Termination
    
    
    Terminationwithout Cause
    
    
    For Cause oror Resignation
    
    
    Resignation
    
    
    Termination
    
    
    Terminationfor Good
    
    
    other than for
    
    
    Upon Change
    
    
    for Death orReason
    
    
    Good Reason
    
    
    in Control
    
    
    Disability($)
    
    
    ($)
    
    
    ($)
    
    
    ($) (2)Joshua H.
LevineBonus
    
    $
    658,125
    
    
    $
    
    
    
    $
    658,125
    
    
    $
    658,125Severance Payment
    
    
    1,620,000
    
    
    
    
    
    
    
    1,620,000
    
    
    
    Value of Accelerated Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Accelerated Restricted Stock
    
    
    
    
    
    
    
    
    
    
    1,234,560
    
    
    
    1,234,560Value of Accelerated PSUs
    
    
    
    
    
    
    
    
    
    
    1,157,400
    
    
    
    1,157,400Value of Benefits Continuation
    
    
    33,072
    
    
    
    
    
    
    
    33,072
    
    
    
    33,072Total Payment Upon Termination
    
    $
    2,311,197
    
    
    $
    
    
    
    $
    4,703,157
    
    
    $
    3,083,157Michael ONeill (1)Bonus
    
    
    114,257
    
    
    
    
    
    
    
    274,219
    
    
    
    114,257Severance Payment
    
    
    750,000
    
    
    
    
    
    
    
    750,000
    
    
    
    Value of Accelerated Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Accelerated Restricted Stock
    
    
    
    
    
    
    
    
    
    
    707,300
    
    
    
    707,300Value of Accelerated PSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Benefits Continuation
    
    
    33,072
    
    
    
    
    
    
    
    33,072
    
    
    
    33,072Total Payment Upon Termination
    
    $
    897,329
    
    
    $
    
    
    
    $
    1,764,591
    
    
    $
    854,629Loren L. McFarlandBonus
    
    
    153,281
    
    
    
    
    
    
    
    
    
    
    
    Severance
    
    
    981,000
    
    
    
    
    
    
    
    
    
    
    
    Value of Benefits Continuation
    
    
    51,072
    
    
    
    
    
    
    
    
    
    
    
    Outplacement Assistance
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    Total Payment Upon Termination
    
    $
    1,197,353
    
    
    $
    
    
    
    $
    
    
    
    $
    Joseph A. NewcombBonus
    
    
    239,118
    
    
    
    
    
    
    
    239,118
    
    
    
    239,118Severance Payment
    
    
    654,000
    
    
    
    
    
    
    
    654,000
    
    
    
    Value of Accelerated Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Accelerated Restricted Stock
    
    
    
    
    
    
    
    
    
    
    411,520
    
    
    
    411,520Value of Accelerated PSUs
    
    
    
    
    
    
    
    
    
    
    643,000
    
    
    
    643,000Value of Benefits Continuation
    
    
    33,072
    
    
    
    
    
    
    
    33,072
    
    
    
    33,072Total Payment Upon Termination
    
    $
    926,190
    
    
    $
    
    
    
    $
    1,980,710
    
    
    $
    1,326,710Edward S. NorthupBonus
    
    
    303,469
    
    
    
    
    
    
    
    303,469
    
    
    
    303,469Severance Payment
    
    
    830,000
    
    
    
    
    
    
    
    830,000
    
    
    
    Value of Accelerated Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Accelerated Restricted Stock
    
    
    
    
    
    
    
    
    
    
    679,008
    
    
    
    679,008Value of Accelerated PSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of Benefits Continuation
    
    
    33,072
    
    
    
    
    
    
    
    33,072
    
    
    
    33,072Total Payment Upon Termination
    
    $
    1,166,541
    
    
    $
    
    
    
    $
    1,845,549
    
    
    $
    1,015,549
 
 (1)
    
    Pursuant to Michael ONeills employment agreement, termination through non-renewal of his
employment agreement is treated the same as termination without cause or resignation for good
reason.(2)
    
    Accelerated vesting for equity awards applies only to termination as a result of death.
Termination as a result of disability would not have resulted in accelerated vesting as of March
31, 2008. 17




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##### Table of Contents



Outstanding Equity Awards At Fiscal Year-End March 31, 2008
 (a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)EquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    of
    
    Value of
    
    Shares,
    
    Shares,Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units
    
    Units orUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have Not(Exercisable)(1)
    
    (Unexercisable)
    
    Options(2)
    
    Price
    
    Date
    
    Vested(3)
    
    Vested
    
    Vested(4)
    
    Vested(#)
    
    (#)
    
    (#)
    
    ($)
    
    
    
    
    
    (#)
    
    ($)
    
    (#)
    
    ($)Joshua H. Levine
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    19.0100
    
    
    
    05/22/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    21.0000
    
    
    
    05/21/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    21.7000
    
    
    
    11/19/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    25,000
    (5)
    
    
    
    
    
    
    32.4700
    
    
    
    05/26/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    75,000
    (6)
    
    
    
    
    
    
    37.7000
    
    
    
    04/27/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    (7)
    
    
    53.7600
    
    
    
    09/18/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,000
    (16)
    
    
    1,234,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    1,157,400Michael ONeill(21)
    
    
    
    
    
    
    125,000
    (8)
    
    
    
    
    
    
    37.800
    
    
    
    12/03/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (9)
    
    
    43.470
    
    
    
    12/03/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    (17)
    
    
    707,300
    
    
    
    
    
    
    
    Loren L. McFarland(22)
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    8.312
    
    
    
    05/05/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    13.3050
    
    
    
    05/23/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    
    
    
    
    
    
    
    
    19.0100
    
    
    
    05/22/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    21.0000
    
    
    
    05/21/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,750
    
    
    
    6,250
    (10)
    
    
    
    
    
    
    32.1500
    
    
    
    06/09/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    (11)
    
    
    
    
    
    
    37.7000
    
    
    
    04/27/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (18)
    
    
    308,640
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    643,000Joseph A. Newcomb
    
    
    31,250
    
    
    
    93,750
    (12)
    
    
    
    
    
    
    41.2200
    
    
    
    06/26/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (13)
    
    
    51.5200
    
    
    
    09/18/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000
    (19)
    
    
    411,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    643,000Edward S. Northup
    
    
    31,250
    
    
    
    93,750
    (14))
    
    
    
    
    
    
    52.6800
    
    
    
    02/05/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    (15)
    
    
    51.5200
    
    
    
    09/18/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,400
    (20)
    
    
    679,008
    
    
    
    
    
    
    
    
 
 (1)
    
    Most stock options vest ratably over a four year period commencing on
the date of grant, with 25% vesting on each anniversary of the date
of grant.(2)
    
    Options granted under the Sub-Plan vest at 10% on March 31, 2008, 20%
on March 31, 2009, 30% on March 31, 2010 and 40% on March 31, 2011 if
the Company achieves certain specified EPS targets. The specified
EPS target was not met for March 31, 2008 and the initial 10% did not
vest.(3)
    
    The restrictions with respect to restricted stock awards lapse
ratably over a five year period commencing on the date of grant, with
20% vesting on each anniversary of the date of grant.(4)
    
    The unvested shares consist of Performance Stock Units that will vest
on March 31, 2009 only if the Company achieves certain specified
targets.(5)
    
    These options were granted on May 26, 2004 and vest ratably over a
four year period commencing on the date of grant, with 25% vesting on
each anniversary of the date of grant.(6)
    
    These options were granted on April 27, 2005 and vest ratably over a
four year period commencing on the date of grant, with 25% vesting on
each anniversary of the date of grant.(7)
    
    These options were granted on September 18, 2007 and vest at 10% on
March 31, 2008, 20% on March 31, 2009, 30% on March 31, 2010 and 40%
on March 31, 2011 if the Company achieves certain specified EPS
targets. The specified EPS target was not met for March 31, 2008 and
the initial 10% did not vest. 18




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##### Table of Contents



(8)
    
    These options were granted on December 3, 2007 and vest ratably over
a four year period commencing on the date of grant, with 25% vesting
on each anniversary of the date of grant.(9)
    
    These options were granted on December 3, 2007 and vest at 10% on
March 31, 2008, 20% on March 31, 2009, 30% on March 31, 2010 and 40%
on March 31, 2011 if the Company achieves certain specified EPS
targets. The specified EPS target was not met for March 31, 2008 and
the initial 10% did not vest.(10)
    
    These options were granted on June 9, 2004 and vest ratably over a
four year period commencing on the date of grant, with 25% vesting on
each anniversary of the date of grant.(11)
    
    These options were granted on April 27, 2005 and vest ratably over a
four year period commencing on the date of grant, with 25% vesting on
each anniversary of the date of grant.(12)
    
    These options were granted on June 26, 2006 and vest ratably over a
four year period commencing on the date of grant, with 25% vesting on
each anniversary of the date of grant.(13)
    
    These options were granted on September 18, 2007 and vest at 10% on
March 31, 2008, 20% on March 31, 2009, 30% on March 31, 2010 and 40%
on March 31, 2011 if the Company achieves certain specified EPS
targets. The specified EPS target was not met for March 31, 2008 and
the initial 10% did not vest.(14)
    
    These options were granted on February 5, 2007 and vest ratably over
a four year period commencing on the date of grant, with 25% vesting
on each anniversary of the date of grant.(15)
    
    These options were granted on September 18, 2007 and vest at 10% on
March 31, 2008, 20% on March 31, 2009, 30% on March 31, 2010 and 40%
on March 31, 2011 if the Company achieves certain specified EPS
targets. The specified EPS target was not met for March 31, 2008 and
the initial 10% did not vest.(16)
    
    The unvested shares were awarded on October 5, 2005, and vest ratably
over a five year period commencing on the date of grant, with 20% of
the total grant vesting on each anniversary of the date of grant.(17)
    
    The unvested shares were awarded on December 3, 2007, and vest
ratably over a five year period commencing on the date of grant, with
20% of the total grant vesting on each anniversary of the date of
grant.(18)
    
    The unvested shares were awarded on October 5, 2005, and vest ratably
over a five year period commencing on the date of grant, with 20% of
the total grant vesting on each anniversary of the date of grant.(19)
    
    The unvested shares were awarded on June 26, 2006, and vest ratably
over a five year period commencing on the date of grant, with 20% of
the total grant vesting on each anniversary of the date of grant.(20)
    
    The unvested shares were awarded on February 5, 2007, and vest
ratably over a five year period commencing on the date of grant, with
20% of the total grant vesting on each anniversary of the date of
grant.(21)
    
    In connection with the commencement of Mr. ONeills employment with
us, he received options to purchase 125,000 shares of common stock
with an exercise price of $37.80, which vest ratably over four years,
27,500 shares of restricted stock, which vest ratably over five
years, and 100,000 options under the Sub-Plan which vest at 10% on
March 31, 2008, 20% on March 31, 2009, 30% on March 31, 2010 and 40%
on March 31, 2011 if the Company achieves certain specified EPS
targets. The specified EPS target was not met for March 31, 2008 and
the initial 10% did not vest.(22)
    
    Mr. McFarland left the Company on November 12, 2007. Fiscal Year 2008 Options Exercises And Stock Vested
 (a)
    
    (b)
    
    (c)StockAwardsNumberofSharesAcquiredon
    
    ValueRealizedonName
    
    Vesting(#)
    
    Vesting($)Joshua H. Levine
    
    
    16,000
    
    
    
    761,120Michael ONeill
    
    
    
    
    
    
    Loren L. McFarland
    
    
    4,000
    
    
    
    190,280Joseph A. Newcomb
    
    
    4,000
    
    
    
    163,240Edward S. Northup
    
    
    6,600
    
    
    
    209,814
  19




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##### Table of Contents



Director Compensation
  
    
    board members who are employees of the Company receive no additional compensation
for their services as directors;
    
    each non-employee member of the board of directors receives an annual base fee of
$60,000;
    
    the Chairman of the board, who is a non-employee director, receives an annual fee of
$75,000;
    
    the Chairman of the Audit Committee, who is a non-employee director, receives an
annual fee of $25,000;
    
    the Chairman of each of the Compensation Committee and the Nominating and Governance
Committees, each of whom is also a non-employee director, receives an annual fee of
$10,000;
    
    each member of a committee of the board of directors receives a per meeting fee of
$1,000 for attending any committee meetings other than those scheduled on the same day
or the day following the quarterly board meeting; and
    
    each member of the board of directors receives a per meeting fee of $1,000 for
attendance at board meetings other than quarterly board meetings.
   Fiscal Year 2008 Director Compensation Table
 (a)
    
    (b)
    
    (c)
    
    (d)
    
    (h)Fees Earned or
    
    Stock
    
    OptionName(1)
    
    Paid in Cash
    
    Awards(2)
    
    Awards(3)
    
    Total($)
    
    ($)
    
    ($)
    
    ($)Michael L. Emmons
    
    
    87,500
    
    
    
    96,697
    
    
    
    37,799
    
    
    
    221,996Walter W. Faster
    
    
    65,333
    
    
    
    96,697
    
    
    
    18,309
    
    
    
    180,339Margaret H. Jordan
    
    
    58,333
    
    
    
    165,286
    
    
    
    18,309
    
    
    
    241,928Michael
Nakonechny(4)
    
    
    10,333
    
    
    
    52,223
    
    
    
    
    
    
    
    62,556Katherine S. Napier
    
    
    60,333
    
    
    
    165,286
    
    
    
    18,309
    
    
    
    243,928Burt E. Rosen
    
    
    32,283
    
    
    
    87,394
    
    
    
    18,309
    
    
    
    137,986Ronald J. Rossi(5)
    
    
    69,500
    
    
    
    96,697
    
    
    
    18,309
    
    
    
    184,506Joseph E. Whitters
    
    
    148,667
    
    
    
    96,697
    
    
    
    63,947
    
    
    
    309,311
 
 (1)
    
    Director Joshua Levine is our President and Chief Executive Officer.
He is not included in this table, as he receives no compensation for
his services as a director. The compensation received by Mr. Levine as
our employee is shown in the Fiscal Year 2008 Summary Compensation
Table. 20




---



##### Table of Contents



(2)
    
    The amounts shown in column (c) reflect the dollar amount recognized
for financial statement reporting purposes in accordance with SFAS
123(R) for restricted stock awards made for the fiscal year ended
March 31, 2008 pursuant to our 2005 Plan, and thus may include amounts
from awards granted in and prior to fiscal year 2008. As of March 31,
2008, each of the above held the aggregate number of restricted shares
shown in Note 3 below.(3)
    
    The amounts shown in column (d) represent the compensation costs of
stock options for financial reporting purposes for fiscal year 2008
under SFAS 123(R), rather than an amount paid to or realized by the
director. The SFAS 123(R) value for options as of the grant date is
spread over the requisite service period (four years). As of March 31,
2008, each of the above held the following aggregate number of stock
options and restricted shares: Stock
    
    RestrictedName
    
    Options
    
    SharesMichael L. Emmons
    
    
    22,500
    
    
    
    4,915Walter W. Faster
    
    
    62,500
    
    
    
    4,915Margaret H. Jordan
    
    
    2,500
    
    
    
    6,000Michael Nakonechny
    
    
    
    
    
    
    Katherine S. Napier
    
    
    2,500
    
    
    
    6,000Burt E. Rosen
    
    
    2,500
    
    
    
    7,500Ronald L. Rossi
    
    
    2,500
    
    
    
    4,915Joseph E. Whitters
    
    
    42,500
    
    
    
    4,915
 
 (4)
    
    Mr. Nakonechny resigned from our board of directors in May 2007. In
connection with his resignation, vesting was accelerated for all of
his unvested stock options and restricted shares.(5)
    
    Mr. Rossi resigned from our board of directors in May 2008. 21




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  PercentageofSharesofCommon
    
    ClassofSharesStockBeneficially
    
    BeneficiallyBeneficialOwner
    
    Owned
    
    Owned(1)FidelityManagement&Research(US)(2)
82DevonshireStreet
Boston,MA02109
    
    
    5,023,671
    
    
    
    14.59
    %NeubergerBerman,LLC(3)
605ThirdAvenue
NewYork,NY10158
    
    
    2,484,374
    
    
    
    7.22
    %HealthCorManagement,L.P.(4)
152West57thStreet,57thFloor
NewYork,NY10019
    
    
    2,200,000
    
    
    
    6.39
    %KornitzerCapitalManagement,Inc.(5)
P.O.Box918
ShawneeMission,KS66201
    
    
    2,061,400
    
    
    
    5.99
    %DirectorsMichaelL.Emmons(6)
    
    
    26,243
    
    
    
    *WalterW.Faster(7)
    
    
    204,755
    
    
    
    *MargaretH.Jordan
    
    
    7,800
    
    
    
    *KatherineS.Napier
    
    
    7,746
    
    
    
    *BurtE.Rosen
    
    
    7,500
    
    
    
    *JosephE.Whitters(8)
    
    
    44,857
    
    
    
    *NamedExecutiveOfficersJoshuaH.Levine(9)
    
    
    469,987
    
    
    
    1.38
    %MichaelONeill
    
    
    27,500
    
    
    
    *JosephA.Newcomb(10)
    
    
    81,070
    
    
    
    *EdwardS.Northup(11)
    
    
    58,108
    
    
    
    *LorenL.McFarland(12)
    
    
    163,872
    
    
    
    *Allcurrentdirectorsandexecutiveofficersasagroup(10persons)(13)
    
    
    935,566
    
    
    
    2.73
    %
 
 *
    
    Less than 1%.(1)
    
    Applicable percentage ownership is based on 33,758,085 shares of our common stock outstanding as of
June 27, 2008. Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with respect to securities.
Shares of common stock issuable pursuant to options that are currently exercisable or exercisable
within 60 days of June 27, 2008 are deemed to be outstanding and to be beneficially owned by the person
holding such options for the purpose of computing the percentage ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except in cases in which spouses share authority under applicable law or as indicated in the footnotes
to this table, we believe that each shareholder identified in the table possesses sole voting and
investment power with respect to all shares of our common stock shown as beneficially owned by such
shareholder. 22




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##### Table of Contents



(2)
    
    According to a Schedule 13G/A filed by FMR LLC and Edward C. Johnson 3d with the SEC on
February 14, 2008, FMR LLC and Edward C. Johnson, in his capacity as Chairman of FMR
LLC, have sole power to dispose of 5,023,671 shares. The following affiliates of FMR
LLC are also beneficial owners of such shares in the following amounts: Fidelity Mid
Cap Stock Fund, 1,750,000 shares and Magellan Fund, 3,094,971 shares.(3)
    
    According to a Schedule 13G/A filed by Neuberger Berman Inc., Neuberger Berman LLC,
Neuberger Berman Management Inc. and Neuberger Berman Equity Funds with the SEC on
February 12, 2008, Neuberger Berman Inc. and Neuberger Berman LLC have sole voting
power of 44,384 shares, shared voting power of 2,061,900 shares and shared dispositive
power of 2,484,374 shares. Neuberger Berman Management Inc. has shared voting and
dispositive power over 2,061,900 shares. Neuberger Berman Equity Funds has shared
voting and dispositive power over 2,047,300 shares.(4)
    
    According to a Schedule 13G/A filed by HealthCor Management, L.P., HealthCor
Associates, LLC, HealthCor Offshores, Ltd., HealthCor Hybrid Offshore, Ltd., HealthCor
Group, LLC, HealthCor Capital, L.P., HealthCor, L.P., Joseph Healey, and Arthur Cohen
with the SEC on February 13, 2008, HealthCor Management, L.P., HealthCor Associates,
LLC, Joseph Healey, and Arthur Cohen have the shared power to vote and dispose of
2,200,000 shares. HealthCor Offshores, Ltd. has the voting and dispositive power over
1,480,073 shares. HealthCor Hybrid Offshore, Ltd. has voting and dispositive power
over 310,702 shares. HealthCor Group, LLC, HealthCor Capital, L.P., and HealthCor, L.P.
have voting and dispositive power over 409,225 shares.(5)
    
    According to a Schedule 13G filed by Kornitzer Capital Management, Inc. with the SEC on
March 5, 2008, Kornitzer Capital Management has sole power to vote 2,061,400 shares,
sole power to dispose of 1,935,060 shares and shared power to dispose of 126,340
shares.(6)
    
    Includes options to purchase 15,000 shares exercisable within 60 days of June 27, 2008.(7)
    
    Includes options to purchase 60,000 shares exercisable within 60 days of June 27, 2008.(8)
    
    Includes options to purchase 30,000 shares exercisable within 60 days of June 27, 2008.(9)
    
    Includes options to purchase 317,500 shares exercisable within 60 days of June 27, 2008.(10)
    
    Includes options to purchase 62,500 shares exercisable within 60 days of June 27, 2008.(11)
    
    Includes options to purchase 31,250 shares exercisable within 60 days of June 27, 2008.(12)
    
    Includes options to purchase 144,000 shares exercisable within 60 days of June 27, 2008.(13)
    
    Does not include Loren McFarland, who is no longer employed by the Company. Equity Compensation Plan Information
 ( a )
    
    ( b )
    
    ( c )Number of securities to be
    
    Weighted-average
    
    Number of securities remainingissued upon exercise of
    
    exercise price of
    
    available for future issuance underoutstanding options, warrants
    
    outstanding options,
    
    equity compensation plans (excludingPlan Category
    
    and rights
    
    warrants and rights
    
    securities reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    4,637,946
    
    
    $
    40.39
    
    
    
    183,876Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,637,946
    
    
    $
    40.39
    
    
    
    183,876
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  23




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Policies and Procedures with Respect to Related Party Transactions
  
 Item 14. Principal Accounting Fees and Services.
 General
  Audit and All Other Fees
  Fiscal 2008
    
    
    Fiscal 2007Audit Fees (1)
    
    $
    1,347,871
    
    
    $
    1,035,976Audit-Related Fees (2)
    
    
    185,167
    
    
    
    117,319Tax Fees (3)
    
    
    37,200
    
    
    
    104,315All Other Fees (4)
    
    
    
    
    
    
    1,500TOTAL
    
    $
    1,570,238
    
    
    $
    1,259,110
 
 (1)
    
    Audit Fees - Fees for professional services performed by Ernst & Young LLP for the
audit of the Companys annual financial statements and review of financial
statements included in the Companys Form 10-Q filings, and the audit of our
internal controls over financial reporting as required by Section 404 of the
Sarbanes-Oxley Act of 2002, consents and comfort letters and services that are
normally provided in connection with statutory and regulatory filings or
engagements.(2)
    
    Audit-Related Fees - Fees for assurance and related services performed by Ernst &
Young LLP. This includes professional services related to the audit of the
financial statements for our urology business in conjunction with our divestiture
of that business and assistance performing due diligence in connection with
potential acquisitions and post-acquisition assistance.(3)
    
    Tax Fees - Fees for professional services performed by Ernst & Young LLP with
respect to tax compliance. This includes preparation or review of original and
amended tax returns for the Company and/or its subsidiaries and assistance in
responses to various tax authorities.(4)
    
    All Other Fees - Fees related to the Ernst & Young LLP online subscription service.  24




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AUDIT COMMITTEE REPORT
     THE AUDIT COMMITTEE OF THEBOARD OF DIRECTORSMichael L. Emmons, ChairmanWalter W. FasterJoseph E. WhittersJuly 9, 2008
 25




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
  Exhibit 
Number
    
    Description of Documents31.1
    
    Certification of Chief Executive Officer pursuant to Rules
13a-14 and 15d-14 promulgated under the Securities Exchange
Act of 1934.31.2
    
    Certification of Chief Financial Officer pursuant to Rules
13a-14 and 15d-14 promulgated under the Securities Exchange
Act of 1934.
 26




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SIGNATURES
  MENTOR CORPORATION.By
    
    /s/ Joshua H. LevineJoshua H. Levine, President and Chief Executive Officer




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##### Table of Contents



EXHIBIT LIST
 Exhibit
 Number
    
    Description of Documents31.1
    
    Certification of Chief Executive Officer pursuant to Rules
13a-14 and 15d-14 promulgated under the Securities Exchange
Act of 1934.31.2
    
    Certification of Chief Financial Officer pursuant to Rules
13a-14 and 15d-14 promulgated under the Securities Exchange
Act of 1934.