GOLDMAN SACHS & CO. | 85BROAD STREET | NEW YORK, NEW YORK 10004 | TEL: 212-902-1000

Opening Transaction
| **To:**      | Mentor  Corporation  201 Mentor Drive  Santa Barbara, California 93111 |
|--------------|------------------------------------------------------------------------|
| **From:**    | Goldman,  Sachs & Co.                                              |
| **Subject:** | Collared  Accelerated Share Repurchase Transaction - VWAP Pricing      |
| **Ref. No:** | **[Insert Reference Number]**                                          |
| **Date:**    | March  8, 2004                                                         |

This master confirmation("Master Confirmation") dated as of March 8, 2004, is intended to supplementthe terms and provisions of certain Transactions (each, a "Transaction")entered into from time to time between Goldman, Sachs & Co. ("GS&Co.")and Mentor Corporation ("Counterparty"). This Master Confirmation, taken alone, is neither a commitment by eitherparty to enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shallbe set forth in a Supplemental Confirmation in the form of Annex A hereto andwhich references this Master Confirmation, in which event the terms andprovisions of this Master Confirmation shall be deemed to be incorporated intoand made a part of each such Supplemental Confirmation.  This Master Confirmation and eachSupplemental Confirmation together shall constitute a "Confirmation" asreferred to in the Agreement specified below.

The definitions and provisionscontained in the 2002 ISDA Equity Derivatives Definitions (the "EquityDefinitions"), as published by the International Swaps and DerivativesAssociation, Inc., are incorporated into this Master Confirmation.  This Master Confirmation and each SupplementalConfirmation evidences a complete binding agreement between the Counterpartyand GS&Co. as to the terms of each Transaction to which this MasterConfirmation and the related Supplemental Confirmation relates.

GS&Co. and Counterpartyagree to use all reasonable efforts promptly to negotiate, execute and deliveran agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-CrossBorder) (the "ISDA Form" or the "Agreement"), with such modifications asGS&Co. and Counterparty will in good faith agree.  Upon the execution by GS&Co. andCounterparty of the Agreement, this Master Confirmation and each SupplementalConfirmation will supplement, form a part of, and be subject to the Agreement.  All provisions contained in or incorporatedby reference in the Agreement upon its execution will govern this MasterConfirmation and each Supplemental Confirmation except as expressly modifiedbelow.  Until GS&Co. and Counterpartyexecute and deliver the Agreement, this Master Confirmation and each SupplementalConfirmation, together with all other documents referring to the Agreementconfirming Transactions entered into between GS&Co. and Counterparty(notwithstanding anything to the contrary in a Confirmation), shall supplement,form a part of, and be subject to the ISDA Form as if GS&Co. andCounterparty had executed the Agreement (but without any Schedule except for(i) the election of Loss and Second Method, New York law (without regardto the conflicts of law principles) as the governing law and US Dollars ("USD")as the Termination Currency, (ii) the election that subparagraph (ii)of Section 2(c) will not apply to Transactions, (iii) the replacementof the word "third" in the last line of Section 5(a)(i) with the word"first" and (iv) the election that the "Cross Default" provisions of Section5(a)(vi) shall apply to Counterparty, with a "Threshold Amount" of USD 50million).

All provisions contained inthe Agreement shall govern this Master Confirmation and the relatedSupplemental Confirmation relating to a Transaction except as expresslymodified below or in the related Supplemental Confirmation.  With respect to any relevant Transaction, theAgreement, this Master Confirmation and the related Supplemental Confirmationshall represent the entire agreement and understanding of the parties withrespect to the subject matter and terms of such Transaction and shall supersedeall prior or contemporaneous written or oral communications with respectthereto.

If, in relation to anyTransaction to which this Master Confirmation and related SupplementalConfirmation relate, there is any inconsistency between the Agreement, thisMaster Confirmation, any Supplemental Confirmation and the Equity Definitionsthat are incorporated into any Supplemental Confirmation, the following willprevail for purposes of such Transaction in the order of precedence indicated:(i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) theAgreement; and (iv) the Equity Definitions.

1.    Each Transactionconstitutes a Share Forward Transaction for the purposes of the EquityDefinitions.  Set forth below are theterms and conditions which, together with the terms and conditions set forth ineach Supplemental Confirmation (in respect of each relevant Transaction), shallgovern each such Transaction.

General Terms:

Trade Date:                                           Foreach Transaction, as set forth in the Supplemental Confirmation.

Seller:                                                   Counterparty

Buyer:                                                   GS&Co.

Shares:                                                 Common shares of Counterparty(Ticker: MNT)

Number of Shares:                                 For eachTransaction, as set forth in the Supplemental Confirmation.

Forward Price:                                       For eachTransaction, as set forth in the Supplemental Confirmation.

Capped Settlement Amount:                   For each Transaction, as setforth in the Supplemental Confirmation.

Floor Settlement Amount:                       For each Transaction, asset forth in the Supplemental Confirmation.

Prepayment:                                          NotApplicable

Variable Obligation:                                Not Applicable

Exchange:                                             NewYork Stock Exchange

Related Exchange(s):                             All Exchanges

Market Disruption Event:                         The definition of"Market Disruption Event" in Section 6.3(a) of the Equity Definitions is herebyamended by inserting the words "at any time on any Scheduled Trading Day duringthe Valuation Period or" after the word "material," in the third line thereof.

Valuation:

Valuation Period:                                   EachScheduled Trading Day during the period commencing on and including the firstsucceeding Scheduled Trading Day following the Trade Date, to and including theValuation Date (but excluding any day(s) on which the Valuation Period issuspended in accordance with Section 5 herein and including any day(s) by whichthe Valuation Period is extended pursuant to the provision below).

                                                            Notwithstandinganything to the contrary in the Equity Definitions, to the extent that anyScheduled Trading Day in the Valuation Period is a Disrupted Day, the ValuationDate shall be postponed and the Calculation Agent in its sole discretion shallextend the Valuation Period and make adjustments to the weighting of eachRelevant Price for purposes of determining the Settlement Price, with such adjustmentsbased on, among other factors, the duration of any Market Disruption Event andthe volume, historical trading patterns and price of the Shares.  To the extent that there are 9 consecutiveDisrupted Days during the Valuation Period, then notwithstanding the occurrenceof a Disrupted Day, the Calculation Agent shall have the option in its solediscretion to either determine the Relevant Price using its good faith estimateof the value for the Share on such 9th consecutive day or elect tofurther extend the Valuation Period as it deems necessary.

Valuation Date:                                      For eachTransaction, as set forth in the Supplemental Confirmation (as the same may bepostponed in accordance with the provisions of "Valuation Period" and Section 5herein).

Settlement Terms:

Settlement Currency:                             USD (all amountsshall be converted to the Settlement Currency in good faith and in acommercially reasonable manner by the Calculation Agent).

Settlement Method Election:                   Applicable; provided that (a)Section 7.1 of the Equity Definitions is hereby amended by deleting theword "Physical" in the sixth line thereof and replacing it withthe words "Net Share" and deleting the word "Physical"in the last line thereof and replacing it with word "Cash" and (b) in the eventthat GS&Co. would deliver to the Counterparty an amount of Shares under NetShare Settlement, Cash Settlement shall be applicable in lieu of Net ShareSettlement.

Electing Party:                                       Counterparty

Settlement Method ElectionDate:           20 Scheduled Trading Daysprior to the originally scheduled Valuation Date.

Default Settlement Method:                     Cash Settlement

Cash Settlement Procedures:                 Notwithstanding anything to thecontrary in Section 8.4(a) of the Equity Definitions:

(a) if the Forward CashSettlement Amount is a positive number then Seller shall pay to Buyer thelesser of (i) the Capped Settlement Amount plus the Dividend Amount and(ii) the Forward Cash Settlement Amount (such amount, the "Net CashAmount"); and

(b) if the Forward CashSettlement Amount is a negative number then Buyer shall pay to Seller thelesser of (i) the Floor Settlement Amount plus the Dividend Amount and(ii) the absolute value of the Forward Cash Settlement Amount.

Forward Cash SettlementAmount:          An amount in theSettlement Currency equal to the sum of (a) the Number of Sharesmultiplied by an amount equal to (i) the Settlement Price minus (ii) theForward Price plus (b) the Dividend Amount.

Settlement  Price:                                  Thearithmetic mean of the Relevant Prices of the Shares for each Exchange BusinessDay in the Valuation Period.

Relevant Price:                                      The NewYork 10b-18 Volume Weighted Average Price per share of the Shares for theregular trading session (including any extensions thereof) of the Exchange onthe related Exchange Business Day (without regard to pre-open or after hourstrading outside of such regular trading session) as published by Bloomberg at4:15 p.m. New York time on such date.  

Cash Settlement Payment Date:             3 Currency Business Days after the Valuation Date.

Counterparty'sContact Details

for Purpose of Giving Notice:                   To be provided by Counterparty

GS&Co.'s Contact Details for

Purpose of Giving Notice:                        Telephone No.:  (212) 902-8996                                                            FacsimileNo.:   (212) 902-0112                                                            Attention:  Equity Operations:  Options and Derivatives

                                                            Witha copy to:                                                            JimZiperski                                                            EquityCapital Markets                                                            OneNew York Plaza                                                            NewYork, NY 10004                                                            TelephoneNo.:  (212) 902-8557                                                            FacsimileNo.:   (212) 346-2126

Net Share Settlement:

Net Share SettlementProcedures:          Net Share Settlementshall be made in accordance with the procedures attached hereto as Annex B.

Net Share Settlement Price:                   (a) in respect of any Sharefor which the Exchange is an auction or "open outcry" exchange thathas a price as of the Valuation Time at which any trade can be submitted forexecution, the Net Share Settlement Price shall be the price per Share as ofthe Valuation Time on the Net Share Valuation Date as reported in the officialreal-time price dissemination mechanism for such Exchange and (b) in respect ofany Share for which the Exchange is a dealer exchange or dealer quotationsystem, the Net Share Settlement Price shall be the mid-point of the highestbid and lowest ask prices quoted as of the Valuation Time on the Net ShareValuation Date (or the last such prices quoted immediately before the ValuationTime) without regard to quotations that "lock" or "cross"the dealer exchange or dealer quotation system. In all cases the Net ShareSettlement Price shall be reduced by the per Share amount of the underwritingdiscount and/or commissions agreed to pursuant to the equity underwritingagreement contemplated by the Net Share Settlement Procedures.

Valuation Time:                                      Asprovided in Section 6.1 of the Equity Definitions; provided that Section 6.1 ofthe Equity Definitions is hereby amended by inserting the words "Net ShareValuation Date,"  before the words"Valuation Date" in the first and third lines thereof.

Net Share Valuation Date:                      The Exchange Business Dayimmediately following the Valuation Date.

Net Share Settlement Date:                    The third Exchange BusinessDay immediately following the Valuation Date.

Reserved Shares:                                   Initially, 1,000,000Shares.  The Reserved Shares may beincreased or decreased in a Supplemental Confirmation.

Dividends:

Dividend Period:                                     FirstPeriod

Dividend Amount:                                   The sum of,for each gross cash dividend declared by the Issuer during the Dividend Period,the related Record Amount multiplied by the Assumed Shares on the relevantrecord date.

Assumed Shares:                                  For anyExchange Business Day in the Dividend Period, an amount equal to (a) the Numberof Shares minus (b) the Number of Shares divided by the total number ofExchange Business Days in the Dividend Period (the "Daily Amount") multipliedby the number of Exchange Business Days in the Dividend Period preceding andincluding such Exchange Business Day.  TheDaily Amount will be deemed to be zero for each day on which the ValuationPeriod is suspended in accordance with Section 5 herein.  In the event that the Valuation Period isextended pursuant to the provisions of "Valuation Period" or Section 5 herein,the Calculation Agent may make corresponding adjustments to the amount ofAssumed Shares for the related Transaction.

Reinvestment of Dividends:                     Not Applicable

Share Adjustments:

Method of Adjustment:                           Calculation AgentAdjustment

Extraordinary Events:

Consequences of MergerEvents:

(a)        Share-for-Share:                         Modified Calculation Agent Adjustment

(b)        Share-for-Other:                         Cancellation and Payment on that portion ofthe Other Consideration that consists of cash; Modified Calculation AgentAdjustment on the remainder of the Other Consideration.

(c)        Share-for-Combined:                   Component Adjustment

Determining Party:                                 GS&Co.

Tender Offer:                                                      Applicable

Consequences of TenderOffers:

(a)        Share-for-Share:                         Modified Calculation Agent Adjustment

(b)        Share-for-Other:                         Cancellation and Payment on that portion ofthe Other Consideration that consists of cash; Modified Calculation AgentAdjustment on the remainder of the Other Consideration.

(c)        Share-for-Combined:                   Component Adjustment

DeterminingParty:                                 GS&Co.

Nationalization,Insolvency or Delisting:                NegotiatedClose-out; provided that in addition to the provisions of Section 12.6(a)(iii)of the Equity Definitions, it shall also constitute a Delisting if the Exchangeis located in the United States and the Shares are not immediately re-listed, re-tradedor re-quoted on any of the New York Stock Exchange, the American Stock Exchangeor The NASDAQ National Market (or their respective successors).

AdditionalDisruption Events:

(a)                Changein Law:                          Applicable

(b)                Failureto Deliver:                       NotApplicable

(c)                InsolvencyFiling:                       Applicable

(d)                Lossof Stock Borrow:                Applicable;furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions areamended by deleting the words "at a rate equal to or less than the MaximumStock Loan Rate" and replacing them with "at a rate of return equal to orgreater than zero".  

            Hedging Party:                           GS&Co.

Determining Party:                                 GS&Co.

Non-Reliance:                                                    Applicable

Agreements and Acknowledgements

Regarding Hedging Activities:                              Applicable

AdditionalAcknowledgements:                            Applicable

NetShare Settlement following Extraordinary

Event:                                                               Counterpartyshall have the right, in its sole discretion, to make any payment required tobe made by it pursuant to Sections 12.7 or 12.9 of the Equity Definitions (exceptwith respect to any portion of the consideration for the Shares consisting ofcash in the event of a Merger Event or Tender Offer) following the occurrenceof an Extraordinary Event by electing to Net Share Settle the Transactionsunder this Master Confirmation in accordance with the terms, and subject to theconditions, for Net Share Settlement herein by giving written notice toGS&Co. of such election on the day that the notice fixing the date that theTransactions are terminated or cancelled, as the case may be, (the"Cancellation Date") pursuant to the applicable provisions of Section 12 of theEquity Definitions is effective.  IfCounterparty elects Net Share Settlement: (a) the Net Share Valuation Dateshall be the date specified in the notice fixing the date that the Transactionsare terminated or cancelled, as the case may be; provided that the Net ShareValuation Date shall be either the Exchange Business Day that such notice is effective or the firstExchange Business Day immediately following the Exchange Business Day that suchnotice is effective, (b) the Net Share Settlement Date shall be deemed to bethe Exchange Business Day immediately following the Cancellation Date and (c)all references to the Net Cash Amount in Annex B hereto shall be deemed to bereferences to the Cancellation Amount. 

NetShare Settlement Upon

Early Termination:                                              Counterpartyshall have the right, in its sole discretion, to make any payment required tobe made by it (the "Early Termination Amount") pursuant to Sections 6(d)and 6(e) of the Agreement following the occurrence of an Early Termination Datein respect of the Agreement by electing to Net Share Settle all theTransactions under this Master Confirmation in accordance with the terms, andsubject to the conditions, for Net Share Settlement herein by giving written noticeto GS&Co. of such election on the day that the notice fixing an EarlyTermination Date is effective.  IfCounterparty elects Net Share Settlement: (a) the Net Share Valuation Dateshall be the date specified in the notice fixing an Early Termination Date;provided that the Net Share Valuation Date shall be either the ExchangeBusiness Day that such notice is effective or the first Exchange Business Dayimmediately following the Exchange Business Day that such notice is effective,(b) the Net Share Settlement Date shall be deemed to be the Exchange BusinessDay immediately following the Early Termination Date and (c) all references to NetCash Amount in Annex B hereto shall be deemed references to the EarlyTermination Amount.

Transfer:                                                            Notwithstandinganything to the contrary in the Agreement, GS&Co. may assign, transfer andset over all rights, title and interest, powers, privileges and remedies ofGS&Co. under any Transaction, in whole or in part, to an affiliate ofGS&Co. that is guaranteed by The Goldman Sachs Group, Inc. without theconsent of Counterparty.

GS&Co. PaymentInstructions:                           ChaseManhattan Bank New YorkFor A/C Goldman, Sachs & Co.A/C # 930-1-011483ABA:  021-000021

Counterparty PaymentInstructions:                     To beprovided by Counterparty

2.                   Calculation Agent:  GS&Co.

3.                   Representations,Warranties and Covenants of GS&Co. and Counterparty.  

(a)                Each party represents and warrants that it (i) is an "eligible contractparticipant", as defined in the U.S. Commodity Exchange Act, as amended and (ii) is entering into each Transaction hereunder asprincipal (and not as agent or in any other capacity, fiduciary or otherwise)and not for thebenefit of any third party.

(b)                Each partyacknowledges that the offer and sale of each Transaction to it is intended tobe exempt from registration under the Securities Act of 1933, as amended (the"Securities Act"), by virtue of Section 4(2) thereof and the provisions ofRegulation D promulgated thereunder ("Regulation D").  Accordingly, each party represents andwarrants to the other that (i) it has the financial ability to bear theeconomic risk of its investment in each Transaction and is able to bear a totalloss of its investment, (ii) it is an "accredited investor" as that termis defined under Regulation D, (iii) it will purchase each Transaction forinvestment and not with a view to the distribution or resale thereof, and (iv)the disposition of each Transaction is restricted under this MasterConfirmation and each Supplemental Confirmation, the Securities Act and statesecurities laws.

4.                   AdditionalRepresentations, Warranties and Covenants of Counterparty.

As of (i) the date hereof and(ii) the period of time from the time atwhich Counterparty places an order with GS&Co. for a Transaction (the "Timeof the Order") until the time that each party has fully performed all of itsobligations under the related Transaction, Counterparty represents,warrants and covenants to GS&Co. that:

(a)                the purchase orwriting of each Transaction will not violate Rule 13e-1 or Rule 13e-4under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)                it is notentering into any Transaction on the basis of, or is aware of, any materialnon-public information with respect to the Shares or in anticipation of, inconnection with, or to facilitate, a distribution of its securities, a selftender offer or a third-party tender offer;

(c)                it is notentering into any Transaction to create, and will not engage in any othersecurities or derivative transaction to create, a false or misleadingappearance of active trading or market activity in the Shares (or any securityconvertible into or exchangeable for the Shares), or which would otherwiseviolate the Exchange Act;

(d)                Counterparty isin compliance with its reporting obligations under the Exchange Act and itsmost recent Annual Report on Form 10-K, together with all reports subsequentlyfiled by it pursuant to the Exchange Act, taken together and as amended andsupplemented to the date of this representation, do not , as of theirrespective filing dates, contain any untrue statement of a material fact oromit any material fact required to be stated therein or necessary to make thestatements therein, in the light of the circumstances in which they were made,not misleading;

(e)                each Transactionis being entered into pursuant to a publicly disclosed Share buy-back programand its Board of Directors has approved the use of derivatives to effect theShare buy-back program;

(f)                  notwithstandingthe generality of Section 13.1 of the Equity Definitions, GS&Co. is notmaking any representations or warranties with respect to the treatment of anyTransaction under FASB Statements 149 or 150, EITF 00-19 (or any successorissue statements) or under FASB's Liabilities & Equity Project; 

(g)                it will not takeany action or refrain from taking any action that would limit or in any wayadversely affect GS&Co.'s rights under the Agreement;

(h)                it has not, andduring any Valuation Period (as extended pursuant to the provisions of Section5 and  "Valuation Period" herein) willnot, enter into agreements similar to the Transactions described herein wherethe valuation period in such other transaction will overlap at any time(including as a result of extensions in such valuation period as provided inthe relevant agreements) with any Valuation Period (as extended pursuant to theprovisions of Section 5 and "Valuation Period" herein) under this MasterConfirmation.  In the event that thevaluation period in any other similar transaction overlaps with any ValuationPeriod under this Master Confirmation as a result of any extension madepursuant to the provisions of Section 5 and "Valuation Period" herein,Counterparty shall promptly amend such transaction to avoid any such overlap;

(i)                  during the Valuation Period (asextended or suspended pursuant to the provisions of Section 5 and "ValuationPeriod" herein) the Shares or securitiesthat are convertible into, or exchangeable or exercisable for Shares are notsubject to a "restricted period" as such term is defined in Regulation Mpromulgated under the Exchange Act ("Regulation M"); 

(j)                  upon entering into each Transaction the Counterparty covenants that itwill immediately hold in treasury the Number of Shares purchased by it inconnection with the relevant Transaction from an entity affiliated withGS&Co.; and

(k)                it shall report each Transaction as required under Regulation S-K and/orRegulation S-B under the Exchange Act, as applicable. 

5.                   Suspension of Valuation Period.  

(a)                If Counterpartyconcludes that it will be engaged in a distribution of the Shares for purposesof Regulation M, Counterparty agrees that it will, on one Scheduled TradingDay's written notice, direct GS&Co. not to purchase Shares in connectionwith hedging any Transaction during the "restricted period" (as defined inRegulation M).  If on any ScheduledTrading Day Counterparty delivers written notice (and confirms by telephone) by8:30 a.m. New York Time (the "Notification Time") then such notice shall beeffective to suspend the Valuation Period as of such Notification Time.  In the event that Counterparty deliversnotice and/or confirms by telephone after the Notification Time, then theValuation Period shall be suspended effective as of 8:30 a.m. New York Time onthe following Scheduled Trading Day or as otherwise required by law or agreedbetween Counterparty and GS&Co.  TheValuation Period shall be suspended and the Valuation Date extended for eachScheduled Trading Day in such restricted period.

(b)                In the eventthat GS&Co. concludes, in its sole discretion, that it is appropriate withrespect to any legal, regulatory or self-regulatory requirements or relatedpolicies and procedures (whether or not such requirements, policies orprocedures are imposed by law or have been voluntarily adopted by GS&Co.),for it to refrain from purchasing Shares on any Scheduled Trading Day duringthe Valuation Period, GS&Co. may by written notice to Counterparty elect tosuspend the Valuation Period for such number of Scheduled Trading Days as isspecified in the notice. The notice shall not specify, and GS&Co. shall nototherwise communicate to Counterparty, the reason for GS&Co.'s election tosuspend the Valuation Period. The Valuation Period shall be suspended and theValuation Date extended for each Scheduled Trading Day occurring during anysuch suspension.

(c)                On one occasionand upon written notice to GS&Co. prior to 8:30 a.m. New York time on anyScheduled Trading Day during the Valuation Period, Counterparty may elect tosuspend the Valuation Period for such number of Scheduled Trading Days as isspecified in the notice up to a maximum of 30 calendar days.  The notice shall not specify, andCounterparty shall not otherwise communicate to GS&Co., the reason forCounterparty's election to suspend the Valuation Period.  The Valuation Period shall be suspended andthe Valuation Date extended for each Scheduled Trading Day occurring during anysuch suspension.

(d)           In the event that the Valuation Period issuspended pursuant to Sections 5(a),(b) or (c) above during the regular tradingsession on the Exchange then the Calculation Agent in its sole discretionshall, in calculating the Forward Cash Settlement Amount, extend the Valuation Period and make adjustments tothe weighting of each Relevant Price for purposes of determining the SettlementPrice, with such adjustments based on, among other factors, the duration of anysuch suspension and the volume, historical trading patterns and price of theShares.

6.                   Counterparty Purchases.  Counterpartyrepresents, warrants and covenants to GS&Co. that for each Transaction:

(a)                Counterparty (orany "affiliated purchaser" as defined in Rule 10b-18 under the Exchange Act ("Rule 10b-18")) shall not withoutthe prior written consent of GS&Co. purchase any Shares, or securities thatare convertible into, or exchangeable or exercisable for Shares (including,without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule10b-18)) during any Valuation Period. During this time, any purchases of Shares by Counterparty shall be madethrough GS&Co., and in compliance with Rule 10b‐18 or otherwisein a manner that Counterparty and GS&Co. believe is in compliance withapplicable requirements.  Each suchpurchase by Counterparty of the Shares shall be disregarded for purposes ofdetermining the Forward Cash Settlement Amount. This subparagraph (a) shall not restrict any purchases by Counterpartyof Shares effected during any suspension of any Valuation Period in accordancewith Section 5 herein and purchases during such suspension shall bedisregarded in calculating Forward Cash Settlement Amount;

(b)                Counterparty is entering into this Master Confirmation and eachTransaction hereunder in good faith and not as part of a plan or scheme toevade the prohibitions of Rule 10b5-1 under the Exchange Act ("Rule 10b5-1").  It is the intent of the parties that eachTransaction entered into under this Master Confirmation comply with therequirements of Rule 10b5-1(c)(1)(i)(A) and (B) andeach Transaction entered into under this Master Confirmation shall beinterpreted to comply with the requirements of Rule 10b5-1(c).  Counterparty will not seek to control orinfluence GS&Co. to make "purchases or sales" (within the meaningof Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under thisMaster Confirmation, including, without limitation, GS&Co.'s decision to enter into any hedging transactions.  Counterparty represents and warrants that ithas consulted with its own advisors as to the legal aspects of its adoption andimplementation of this Master Confirmation and each Supplemental Confirmationunder Rule 10b5-1; and

(c)     during the Valuation Period (asextended pursuant to the provisions of Section 5 and "Valuation Period" herein)Counterparty (or any "affiliated purchaser" as defined in Rule 10b-18) shallnot purchase any Shares or listed contracts on the Shares except throughGS&Co.  To the extent thatCounterparty purchases any securities that are convertible into, orexchangeable or exercisable for Shares other than in connection with suchTransaction, Counterparty hereby represents and warrants to GS&Co. that (a)it will not take other action that would or could cause GS&Co.'s purchasesof the Shares during the Valuation Period not to comply with Rule 10b-18 and(b) any such purchases will not otherwise constitute a violation of Section9(a) or Rule 10(b) of the Exchange Act.

7.                   AdditionalTermination Events.  Additional Termination Event will apply.  The following will constitute AdditionalTermination Events, in each case with Counterparty as the sole Affected Party:

(a)                The price of theShares on the Exchange at any time falls below the Termination Price (asspecified in the related Supplemental Confirmation) provided (for the avoidanceof doubt only) that such Additional Termination Event shall be an AdditionalTermination Event only with respect to the Transaction documented in such relatedSupplemental Confirmation;

(b)           Notwithstandinganything to the contrary in the Equity Definitions, the occurrence of aNationalization, Insolvency or a Delisting (in each case effective on theAnnouncement Date as determined by the Calculation Agent); 

(c)                Notwithstandinganything to the contrary in the Equity Definitions, the occurrence of a MergerEvent (effective on the Merger Date) or a Tender Offer (effective on the TenderOffer Date) in respect of which any Other Consideration received for the Sharesdoes not consist of cash.  For theavoidance of doubt, in the event that any portion of the consideration receivedfor the Shares consists of cash or New Shares, this Additional TerminationEvent shall only apply with respect to all or any Transaction(s) (or portionsthereof) remaining after giving effect to the provisions in "Consequences ofMerger Events"  or  "Consequences of Tender Offers", as the casemay be, above; or

(d)                GS&Co. shallreasonably believe in good faith that Counterparty will be unable to meet itsobligations when due for any reason and Counterparty fails, after 10 BusinessDays prior written notice from GS&Co. to provide GS&Co. with adequateassurance of its ability to perform.

(e)                During theperiod of time from the Valuation Time on the Trade Date to the open of theregular trading session of the Exchange on the first Exchange Business Dayfollowing the Trade Date for any Transaction, GS&Co. in its sole discretionelects to terminate such Transaction.

8.                   Additional Event ofDefault.  The following occurrence will constitute anEvent of Default for purposes of Section 5(a) of the Agreement (withCounterparty considered to be the Defaulting Party):

Counterpartyfails to perform any obligation requiredto be performed under any other agreement between Counterparty and GS&Co.or its affiliated entities.

9.       Special Provisionsfor Merger Events.  Notwithstanding anything to the contraryherein or in the Equity Definitions, to the extent that an Announcement Datefor a potential Merger Transaction occurs during any Valuation Period:

(a)                Promptly afterrequest from GS&Co., Counterparty shall provide GS&Co. with writtennotice specifying (i) Counterparty's average daily Rule 10b-18 Purchases (asdefined in Rule 10b-18) during the three full calendar months immediatelypreceding the Announcement Date that were not effected through GS&Co. orits affiliates and (ii) the number of Shares purchased in Excepted Blocks forthe three full calendar months preceding the Announcement Date.  Such written notice shall be deemed to be acertification by Counterparty to GS&Co. that such information is true andcorrect.  Counterparty understands thatGS&Co. will use this information in calculating the trading volume forpurposes of Rule 10b-18; and

(b)                GS&Co. inits sole discretion may (i) make adjustments to the terms of any Transaction,including, without limitation, the Valuation Date, the Dividend Amount and theNumber of Shares to account for the number of Shares that could be purchased oneach day during the Valuation Period in compliance with Rule 10b-18 followingthe Announcement Date or (ii) treat the occurrence of the Announcement Date asan Additional Termination Event with Counterparty as the sole AffectedParty.  

                        "Merger Transaction"means any merger, acquisition or similar transaction involving arecapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the ExchangeAct.

10.    Acknowledgments.  The partieshereto intend for:

(a)           EachTransaction to be a "securities contract" as defined in Section 741(7) of theU.S. Bankruptcy Code (Title 11 of the United States Code) (the "BankruptcyCode"), a "swap agreement" as defined in Section 101(53B) of the BankruptcyCode, or a "forward contract" as defined in Section 101(25) of the BankruptcyCode, and the parties hereto to be entitled to the protections afforded by,among other Sections, Sections 362(b)(6), 362(b)(17), 555, 556, and 560 of theBankruptcy Code;

(b)           A party'sright to liquidate or terminate any Transaction, net out or offset terminationvalues of payment amounts, and to exercise any other remedies upon theoccurrence of any Event of Default under the Agreement with respect to theother party to constitute a "contractual right" (as defined in the BankruptcyCode);

(c)           Any cash,securities or other property transferred as performance assurance, creditsupport or collateral with respect to each Transaction to constitute "marginpayments" (as defined in the Bankruptcy Code); and 

(d)                All paymentsfor, under or in connection with each Transaction, all payments for the Sharesand the transfer of such Shares to constitute "settlement payments" and"transfers" (as defined in the Bankruptcy Code).

11.                Calculations onEarly Termination and Set-Off. 

(a)                Notwithstandinganything to the contrary in the Agreement or the Equity Definitions, thecalculation of any Settlement Amounts, Unpaid Amounts and amounts owed inrespect of cancelled Transactions under Article 12 of the Equity Definitionsshall be calculated separately for (A) all Terminated Transactions (itbeing understood that such term for the purposes of this paragraph includescancelled Transactions under Article 12 of the Equity Definitions) in theShares of the Issuer that qualify as equity under applicable accounting rules(collectively, the "Equity Shares") as determined by the CalculationAgent and (B) all other Terminated Transactions under the Agreementincluding, without limitation, Transactions in Shares other than those of theIssuer (collectively, the "Other Shares") and the netting and set-offprovisions of the Agreement shall only operate to provide netting and set-off(i) among Terminated Transactions in the Equity Shares and (ii) amongTerminated Transactions in the Other Shares. In no event shall the netting and set-off provisions of the Agreementoperate to permit netting and set-off between Terminated Transactions in theEquity Shares and Terminated Transactions in the Other Shares.

(b)                The partiesagree to amend Section 6 of the Agreement by adding a new Section 6(f) theretoas follows:

"(f)  Upon theoccurrence of an Event of Default or Termination Event with respect to a partywho is the Defaulting Party or the Affected Party ("X"), the otherparty ("Y") will have the right (but not be obliged) without priornotice to X or any other person to set-off or apply any obligation of X owed toY (or any Affiliate of Y) (whether or not matured or contingent and whether ornot arising under the Agreement, and regardless of the currency, place ofpayment or booking office of the obligation) against any obligation of Y (orany Affiliate of Y) owed to X (whether or not matured or contingent and whetheror not arising under the Agreement, and regardless of the currency, place ofpayment or booking office of the obligation). Y will give notice to the other party of any set-off effected under thisSection 6(f). 

Amounts (or the relevant portion of such amounts)subject to set-off may be converted by Y into the Termination Currency at therate of exchange at which such party would be able, acting in a reasonablemanner and in good faith, to purchase the relevant amount of suchcurrency.  If any obligation isunascertained, Y may in good faith estimate that obligation and set-off inrespect of the estimate, subject to the relevant party accounting to the otherwhen the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge orother security interest.  This Section6(f) shall be without prejudice and in addition to any right of set-off,combination of accounts, lien or other right to which any party is at any timeotherwise entitled (whether by operation of law, contract or otherwise)."

12.                Payment Date UponEarly Termination.  Notwithstanding anything to the contrary inSection 6(d)(ii) of the Agreement, all amounts calculated as being due inrespect of an Early Termination Date under Section 6(e) of the Agreement willbe payable on the day that notice of the amount payable is effective.

13.                Governing Law.  TheAgreement, this Master Confirmation and each Supplemental Confirmation and allmatters arising in connection with the Agreement, this Master Confirmation andeach Supplemental Confirmation shall be governed by, and construed and enforcedin accordance with, the law of the State of New York without reference to itschoice of law doctrine.

14.                Offices.

(a)                The Office ofGS&Co. for each Transaction is:  OneNew York Plaza, New York, New York 10004.   

(b)                The Office ofCounterparty for each Transaction is:201Mentor Drive, Santa Barbara, CA 93111.

15.                 Arbitration.

(a)                Arbitration isfinal and binding on Counterparty and GS&Co.

(b)                Counterparty andGS&Co. are waiving their right to seek remedies in court, including theright to a jury trial.

(c)                Pre-arbitrationdiscovery is generally more limited than and different from court proceedings.

(d)                The arbitrator'saward is not required to include factual findings or legal reasoning and anyparty's right to appeal or to seek modification of rulings by the arbitratorsis strictly limited.

(e)                The panel ofarbitrators will typically include a minority of arbitrators who were or areaffiliated with the securities industry.

Any controversy between oramong GS&Co. or its affiliates, or any of its or their partners, directors,agents or employees, on the one hand, and Counterparty or its agents andaffiliates, on the other hand, arising out of or relating to the Agreement orany Transaction entered into hereunder, shall be settled by arbitration, inaccordance with the then current rules of, at Counterparty's election, theAmerican Arbitration Association ("AAA") or the Board of Arbitration of the NewYork Stock Exchange, Inc. ("BANYSE").  IfCounterparty does not make such election by registered mail addressed toGS&Co. within five (5) Exchange Business Days after receipt of notificationfrom GS&Co. requesting such election, then Counterparty irrevocablyauthorizes GS&Co. to make such election on behalf of Counterparty.  The award of the arbitrators shall be final,and judgment upon the award rendered may be entered in any court, state orFederal, having jurisdiction.

Neither party shall bring aputative or certified class action to arbitration, nor seek to enforce anypre-dispute arbitration agreement against any person who has initiated in courta putative class action; who is a member of a putative class who has not optedout of the class with respect to any claims encompassed by the putative classaction until:

      (i)               theclass certification is denied; 

      (ii)               theclass is decertified; or

      (iii)               theparty is excluded from the class by the court.

Such forbearance to enforcean agreement to arbitrate shall not constitute a waiver of any rights under theAgreement except to the extent stated herein.

16.    Counterparty herebyagrees (a) to check this Master Confirmation carefully and immediatelyupon receipt so that errors or discrepancies can be promptly identified andrectified and (b) to confirm that the foregoing (in the exact formprovided by GS&Co.) correctly sets forth the terms of the agreement betweenGS&Co. and Counterparty with respect to any Transaction, by manuallysigning this Master Confirmation or this page hereof as evidence of agreementto such terms and providing the other information requested herein andimmediately returning an executed copy to Equity Derivatives DocumentationDepartment, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By:  /s/JAMES ZIPERSKIManaging Director/Authorized Signatory

Agreed and Accepted By:

MENTOR CORPORATION

By:/s/ADELMICHAELName:  Adel Michael

      Title:  CFO

ANNEX ASUPPLEMENTAL CONFIRMATION
| To:       | Mentor  Corporation  201 Mentor Drive  Santa Barbara, California 93111 |
|-----------|------------------------------------------------------------------------|
| From:     | Goldman,  Sachs & Co.                                              |
| Subject:  | Collared  Accelerated Share Repurchase Transaction - VWAP Pricing      |
| Ref.  No: | [Insert  Reference No.]                                                |
| Date:     | March  8, 2004                                                         |

The purpose of thisSupplemental Confirmation is to confirm the terms and conditions of theTransaction entered into between Goldman, Sachs & Co. ("GS&Co.") and MentorCorporation ("Counterparty") (together, the "Contracting Parties") on the TradeDate specified below.  This SupplementalConfirmation is a binding contract between GS&Co. and Counterparty as ofthe relevant Trade Date for the Transaction referenced below.   The final terms of the Transaction shall besent to Counterparty  by GS&Co.substantially in the form of a Trade Notification attached hereto asSchedule A.

The definitions andprovisions contained in the Master Confirmation specified below areincorporated into this Supplemental Confirmation.  In the event of any inconsistency betweenthose definitions and provisions and this Supplemental Confirmation, thisSupplemental Confirmation will govern.

1.         This Supplemental Confirmation supplements, forms part of,and is subject to the Master Confirmation dated as of March 8, 2004 (the"Master Confirmation") between the Contracting Parties, as amended andsupplemented from time to time.  Allprovisions contained in the Master Confirmation govern this SupplementalConfirmation except as expressly modified below.

2.         The terms of the Transaction to which this SupplementalConfirmation relates are as follows:
| Trade Date:                              | The Scheduled Trading Day on which GS&Co.  finishes establishing its Hedge Positions.                                                                                                                                                                                                                                                                                                                                            |
|------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Forward Price:                           | The arithmetic mean of the New York 10b-18 Volume  Weighted Average Price per share of the Shares for each regular trading  session (including any extensions thereof) for each Exchange Business Day  during the Hedge Period (without regard to pre-open or after hours trading  outside of such regular trading sessions), each as published by Bloomberg at  4:15 New York time on each such   Exchange Business Day.  |
| Hedge Period:

Capped Settlement Amount: | The number of Scheduled Trading Days from and  including the Time of the Order to and including the Scheduled Trading Day  upon which GS&Co. fully establishes its Hedge Positions.

0% of the Forward Price multiplied by the Number of  Shares.                                                                                                                                                                                |
| Floor Settlement Amount:                 | 5.5% of the Forward Price multiplied by the Number  of Shares.                                                                                                                                                                                                                                                                                                                                                                       |
| Initial Payment Amount:                  | An amount in USD equal to 5% multiplied by (Number  of Shares x Forward Price), payable by Counterparty to GS&Co. by 10:00  a.m. New York time on the Scheduled Trading Day immediately following the  Trade Date.                                                                                                                                                                                                               |
| Valuation Date:                          | 6 month(s) after the Trade Date.                                                                                                                                                                                                                                                                                                                                                                                                     |
| Number of Shares:                        | 2,000,000 Shares                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Termination Price:                       | $0.00  per Share                                                                                                                                                                                                                                                                                                                                                                                                                     |

3.         Counterparty represents and warrants toGS&Co. that neither it (nor any "affiliated purchaser" as defined in Rule10b-18 under the Exchange Act) have made any purchases of blocks pursuant tothe proviso in Rule 10b-18(b)(4) under the Exchange Act during the four fullcalendar weeks immediately preceding the Trade Date.

Counterpartyhereby agrees (a) to check this Supplemental Confirmation carefully andimmediately upon receipt so that errors or discrepancies can be promptlyidentified and rectified and (b) to confirm that the foregoing (in theexact form provided by GS&Co.) correctly sets forth the terms of theagreement between GS&Co. and Counterparty with respect to this Transaction,by manually signing this Supplemental Confirmation or this page hereof asevidence of agreement to such terms and providing the other informationrequested herein and immediately returning an executed copy to EquityDerivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,GOLDMAN, SACHS & CO.

By:  /s/JAMES ZIPERSKIManaging Director/Authorized Signatory

Agreed and AcceptedBy:  MENTOR CORPORATION

By:/s/ADELMICHAELName:  Adel MichaelTitle: CFO

SCHEDULE A

TRADENOTIFICATION
| To:      | Mentor  Corporation  201 Mentor Drive  Santa Barbara, California 93111 |
|----------|------------------------------------------------------------------------|
| From:    | Goldman, Sachs & Co.                                               |
| Subject: | Collared  Accelerated Share Repurchase Transaction-VWAP Pricing        |
| Ref. No: | [Insert Reference No.]                                                 |
| Date:    | March 8, 2004                                                          |

The purpose of this Trade Notification is to notify you of certainterms in the Transaction entered into between Goldman, Sachs & Co.("GS&Co.") andMentor Corporation ("Counterparty")(together, the "Contracting Parties") on the Trade Date specified below. 

The definitions and provisions contained in the SupplementalConfirmation specified below are incorporated into this TradeNotification.  In the event of anyinconsistency between those definitions and provisions and this TradeNotification, this Trade Notification will govern.

This Trade Notification supplements, forms part of, and is subjectto the Supplemental Confirmation dated as of March 8, 2004 (the "Supplemental Confirmation") between theContracting Parties, as amended and supplemented from time to time.  All provisions contained in the SupplementalConfirmation govern this Trade Notification.

The Supplemental Confirmation specified a method or formula fordetermining the amounts, dates or numbers below. The actual amounts, dates ornumbers are as follows:
| Trade Date:                                                                                  | March 8, 2004.  In a  related transaction Counterparty agreed to purchase  a number of Shares equal to the Number of  Shares from GS&Co. on the Trade Date at the Forward Price per Share. |
|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Forward Price:

Capped Settlement Amount:

Floor Settlement Amount:

Initial Payment Amount: | USD $28.92 per Share

USD $0.00

USD $3,181,200.00

USD $2,892,000.00                                                                                                                                    |

Yours sincerely,GOLDMAN, SACHS & CO.

By:  /s/JAMES ZIPERSKIManaging Director/Authorized Signatory

ANNEX B

NET SHARE SETTLEMENT PROCEDURES

The following Net ShareSettlement Procedures shall apply to the extent that Counterparty elects NetShare Settlement in accordance with the Master Confirmation:

Net Share Settlement shall bemade by delivery of the number of Shares equal in value to the Net Cash Amount(the "Settlement Shares"), with such Shares' value based on the Net ShareSettlement Price.  Delivery of suchSettlement Shares shall be made free of any contractual or other restrictionsin good transferable form on the Net Share Settlement Date with Counterparty(i) representing and warranting to GS&Co. at the time of such delivery thatit has good, valid and marketable title or right to sell and transfer all suchShares to GS&Co. under the terms of the related Transaction free of anylien charge, claim or other encumbrance and (ii) making the representations andagreements contained in Section 9.11(ii) through (iv) of the Equity Definitionsto GS&Co. with respect to the Settlement Shares.  GS&Co. or any affiliate of GS&Co.designated by GS&Co. (GS&Co. or such affiliate, "GS") shall resell theSettlement Shares during a period (the "Resale Period") commencing no earlierthan the Net Share Valuation Date.  TheResale Period shall end on the Exchange Business Day on which GS completes thesale of all Settlement Shares or a sufficient number of Settlement Shares sothat the realized net proceeds of such sales exceed the Net Cash Amount.  Notwithstanding the foregoing, if resale byGS of the Settlement Shares, as determined by GS in its sole discretion(i) occurs during a distribution for purposes of Regulation M, and if GSwould be subject to the restrictions of Rule 101 of Regulation M in connectionwith such distribution, the Resale Period will be postponed or tolled, as thecase may be, until the Exchange Business Day immediately following the end ofany "restricted period" as such term is defined in Regulation M withrespect to such distribution under Regulation M or (ii) conflict with anylegal, regulatory or self-regulatory requirements or related policies andprocedures applicable to GS (whether or not such requirements, policies orprocedures are imposed by law or have been voluntarily adopted by GS), theResale Period will be postponed or tolled, as the case may be, until suchconflict is no longer applicable.  Duringthe Resale Period, if the realized net proceeds from the resale of theSettlement Shares exceed the Net Cash Amount, GS shall refund such excess incash to Counterparty by the close of business on the third Exchange BusinessDay immediately following the last day of the Resale Period.  If the Net Cash Amount exceeds the realizednet proceeds from such resale, Counterparty shall transfer to GS by the open ofthe regular trading session on the Exchange on the third Scheduled Trading Dayimmediately following the last day of the Resale Period the amount of suchexcess (the "Additional Amount") in cash or in the number of Shares ("Make-wholeShares") in an amount that, based on the Net Share Settlement Price on the lastday of the Resale Period (as if such day was the "Net Share Valuation Date" forpurposes of computing such Net Share Settlement Price), has a dollar valueequal to the Additional Amount.  TheResale Period shall continue to enable the sale of the Make-whole Shares.  If Counterparty elects to pay the AdditionalAmount in Shares, the requirements and provisions set forth below shallapply.  This provision shall be appliedsuccessively until the Additional Amount is equal to zero.

Net Share Settlement of aTransaction is subject to the following conditions:

Counterparty at its soleexpense shall:

                                                   (i)               as promptly aspracticable (but in no event more than five (5) Exchange Business Daysimmediately following the Settlement Method Election Date or, in the case of anelection of Net Share Settlement upon the occurrence of an Extraordinary Eventor an Early Termination Date, no more than one Exchange Business Dayimmediately following either the Cancellation Date or the Early TerminationDate, as the case may be) file under the Securities Act and use its bestefforts to make effective, as promptly as practicable, a registration statementor supplement or amend an outstanding registration statement, in any such case,in form and substance reasonably satisfactory to GS (the "RegistrationStatement") covering the offering and sale by GS of not less than 150% of theShares necessary to fulfill the Net Share Settlement delivery obligation by Counterparty(determining the number of such Shares to be registered on the basis of theaverage of the Settlement Prices on the five (5) Exchange Business Daysprior to the date of such filing, amendment or supplement, as the case may be); 

                                                 (ii)               maintain theeffectiveness of the Registration Statement until GS has sold all shares to bedelivered by Counterparty in satisfaction of its Net Share Settlementobligations;

                                               (iii)               have afforded GSand its counsel and other advisers a reasonable opportunity to conduct a duediligence investigation of Counterparty customary in scope for transactions inwhich GS acts as underwriter of equity securities, and GS shall have beensatisfied (with the approval of its Commitments Committee in accordance withits customary review process) with the results of such investigation;

                                                (iv)               have negotiatedand entered into an agreement with GS providing for such covenants, conditions,representations and warranties, underwriting discounts, commissions,indemnities and contribution rights as are customary for GS equity underwritingagreements, together with customary certificates and opinions of counsel andletters of independent auditors of Counterparty to be delivered to GS coveringthe shares to be delivered by Counterparty in satisfaction of its Net ShareSettlement obligations;

                                                 (v)               have deliveredto GS such number of prospectuses relating thereto as GS shall have reasonablyrequested and shall promptly update and provide GS with replacementprospectuses as necessary to ensure the prospectus does not contain any untruestatement of a material fact or any omission of a material fact required to bestated therein or necessary to make the statements therein, in the light of thecircumstances in which they were made, not misleading;

                                                (vi)               have retainedfor GS nationally-recognized underwriting counsel acceptable to GS (in its solediscretion) with broad experience in similar registered securities offeringsand such counsel shall have agreed to act as such; 

                                              (vii)               have taken allsteps necessary for the shares sold by GS to be listed or quoted on the primaryexchange or quotation system that the Shares are listed or quoted on;

                                             (viii)               have paid allreasonable and actual out-of-pocket costs and expenses of GS and all reasonableand actual fees and expenses of GS's outside counsel and other independentexperts in connection with the foregoing; and

                                               (ix)               take such actionas is required to ensure that GS's sale of the Shares does not violate, orresult in a violation of, the federal or state securities laws.

In the event that theRegistration Statement is not declared effective by the Securities ExchangeCommission (the "SEC") or any of the conditions specified in (ii) through (ix)above are not satisfied on or prior to the Valuation Date (or, in the case ofan election of Net Share Settlement upon the occurrence of an ExtraordinaryEvent or an Early Termination Date, on or prior to the first Exchange BusinessDay following either the Cancellation Date or the Early Termination Date, asthe case may be), then Counterparty may deliver Unregistered Shares (as definedbelow) to GS in accordance with the following conditions.  If GS and Counterparty can agree onacceptable pricing, procedures and documentation relating to the sale of suchUnregistered Shares (including, without limitation, applicable requirements in(iii) through (ix) above and insofar as pertaining to private offerings), thensuch Unregistered Shares shall be deemed to be the "Settlement Shares" for thepurposes of the related Transaction  andthe settlement procedure specified in this Annex B shall be followed exceptthat in the event that the Forward Cash Settlement Amount exceeds the proceedsfrom the sale of such Unregistered Shares then for the purpose of calculatingthe number of "Make-whole Shares" to be delivered by Counterparty, GS shalldetermine the discount to the Net Share Settlement Price at which it can sellthe Unregistered Shares.  Notwithstandingthe delivery of the Unregistered Shares, Counterparty shall endeavor in goodfaith to have a registration statement declared effective by the SEC as soon aspractical.  In the event that GS has notsold sufficient Unregistered Shares to satisfy Counterparty's obligations to GScontained herein at the time that a Registration Statement covering theoffering and sale by GS of a number Shares equal in value to not less than 150%of the amount then owed to GS is declared effective (based on the Net ShareSettlement Price on the Exchange Business Day (as if such Exchange Business Daywere the "Net Share Valuation Date" for purposes of computing such Net ShareSettlement Price) that the Registration Statement was declared effective), GSshall return all unsold Unregistered Shares to Counterparty and Counterpartyshall deliver such number of Shares covered by the effective Registration Statementequal to 100% of the amount then owed to GS based on such Net Share SettlementPrice.  Such delivered shares shall bedeemed to be the "Settlement Shares" for the purposes of the relatedTransaction and the settlement procedure specified in this Master Confirmation(including the obligation to deliver any Make-whole Shares, if applicable)shall be followed.  In all cases GS shallbe entitled to take any and all required actions in the course of its sales ofthe Settlement Shares, including without limitation making sales of theUnregistered Shares only to "Qualified Institutional Buyers" (as such term isdefined under the Securities Act), to ensure that the sales of the UnregisteredShares and the Settlement Shares covered by the Registration Statement are notintegrated resulting in a violation of the securities laws and Counterpartyagrees to take all actions requested by GS in furtherance thereof.  

If GS and Counterparty cannotagree on acceptable pricing, procedures and documentation relating to the salesof such Unregistered Shares then the number of Unregistered Shares to bedelivered to GS pursuant to the provisions above shall not be based on the NetShare Settlement Price but rather GS shall determine the value attributed toeach Unregistered Share in a commercially reasonable manner and based on suchvalue Counterparty shall deliver a number of Shares equal in value to theForward Cash Settlement Amount.  For thepurposes hereof "Unregistered Shares" means Shares that have not beenregistered pursuant to an effective registration statement under the SecuritiesAct or any state securities laws ("Blue Sky Laws") and that cannot be sold,transferred, pledged or otherwise disposed of without registration under theSecurities Act or under applicable Blue Sky Laws unless such sale, transfer,pledge or other disposition is made in a transaction exempt from registrationthereunder.

In the event thatCounterparty delivers Shares pursuant to an election of Net Share Settlementthen Counterparty agrees to indemnify and hold harmless GS, its affiliates andits assignees and their respective directors, officers, employees, agents andcontrolling persons (GS and each such person being an "Indemnified Party") fromand against any and all losses, claims, damages and liabilities (or actions inrespect thereof), joint or several, to which such Indemnified Party may becomesubject, under the Securities Act or otherwise, (i) relating to or arising outof any of the Transactions contemplated by this Master Confirmation concerningthe Shares or (ii) arising out of or based upon anyuntrue statement or alleged untrue statement of a material fact contained inany preliminary prospectus, prospectus, Registration Statement or other writtenmaterial relating to the Shares delivered to prospective purchasers, includingin each case any amendments or supplements thereto and including but notlimited to any documents deemed to be incorporated in any such document byreference (the "Offering Materials"), or arising out of or based upon anyomission or alleged omission to state in the Offering Materials a material factnecessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided, however,that, in the case of this clause (ii), Counterparty will not be liable to theextent that any loss, claim, damage or liability arises out of or is based uponany untrue statement or omission or alleged untrue statement or omission in theOffering Materials made in reliance upon and in conformity with writteninformation furnished to Counterparty by GS expressly for use in the OfferingMaterials, as expressly identified in a letter to be delivered at the closingof the delivery of Shares by Counterparty to GS.  The foregoing indemnity shall exclude lossesthat GS incurs solely by reason of the proceeds from the sale of the CappedNumber of Shares being less than the Forward Cash Settlement Amount.  Counterparty will not be liable under theforegoing indemnification provision to the extent that any loss, claim, damage,liability or expense is found in a nonappealable judgment by a court ofcompetent jurisdiction to have resulted from GS's willful misconduct, grossnegligence or bad faith in performing the services that are subject of thisMaster Confirmation.  If for any reasonthe foregoing indemnification is unavailable to any Indemnified Party orinsufficient to hold harmless any Indemnified Party, then Counterparty shallcontribute, to the maximum extent permitted by law, to the amount paid orpayable by the Indemnified Party as a result of such loss, claim, damage orliability.  In addition, Counterparty will reimburse any IndemnifiedParty for all expenses (including reasonable counsel fees and expenses) as theyare incurred (after notice to Counterparty) in connection with theinvestigation of, preparation for or defense or settlement of any pending orthreatened claim or any action, suit or proceeding arising therefrom, whetheror not such Indemnified Party is a party thereto and whether or not such claim,action, suit or proceeding is initiated or brought by or on behalf ofCounterparty.  Counterparty alsoagrees that no Indemnified Party shall have any liability to Counterparty orany person asserting claims on behalf of or in right of Counterparty inconnection with or as a result of any matter referred to in this Agreementexcept to the extent that any losses, claims, damages, liabilities or expensesincurred by Counterparty result from the gross negligence, willful misconductor bad faith of the Indemnified Party. This indemnity shall survive the completion of any Transactioncontemplated by this Master Confirmation and any assignment and delegation of aTransaction made pursuant to this Master Confirmation or the Agreement shallinure to the benefit of any permitted assignee of GS&Co.

In no event shall the numberof Settlement Shares (including, without duplication, any Unregistered Shares)and any Make-whole Shares, be greater than the Reserved Shares minus the amountof any Shares actually delivered under any other Transaction(s) under thisMaster Confirmation (the result of such calculation, the "Capped Number").  Counterparty represents and warrants (whichshall be deemed to be repeated on each day that a Transaction is outstanding)that the Capped Number is equal to or less than the number of Shares determinedaccording to the following formula:

A - B

Where   A = the number of authorized but unissuedshares of the Issuer that are not reserved for future issuance on the date ofthe determination of the Capped Number; and

            B = the maximum number of Shares required to be deliveredto third parties if Counterparty elected Net Share Settlement of alltransactions in the Shares (other than Transactions in the Shares under this MasterConfirmation) with all third parties that are then currently outstanding andunexercised.