COLLATERAL PLEDGE

                             AND SECURITY AGREEMENT



                          Dated as of October 15, 2003



                                      among



                               FINISAR CORPORATION

                                   as Pledgor,



                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                 as Trustee, and



                         U.S. BANK NATIONAL ASSOCIATION

                               as Collateral Agent



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         This Collateral Pledge and Security Agreement (this "Pledge Agreement")

is made and entered into as of October 15, 2003 among Finisar Corporation, a

Delaware corporation (the "Pledgor"), having its principal offices at 1308

Moffett Park Drive, Sunnyvale, California 94089, U.S. Bank Trust National

Association, a national banking association, having its principal corporate

trust office at 100 Wall Street, 16th Floor, New York, New York, 10005, as

trustee (in such capacity, the "Trustee") for the holders (the "Holders") of the

Notes (as defined herein) issued by the Pledgor under the Indenture referred to

below, and U.S. Bank National Association, a national banking association,

having a corporate trust office at 100 Wall Street, 16th Floor, New York, New

York, 10005, as collateral agent for the Trustee and the holders from time to

time of the Notes referred to below (in such capacity, the "Collateral Agent")

and securities intermediary.



                              W I T N E S S E T H:



         WHEREAS, the Pledgor and Merrill Lynch, Pierce, Fenner & Smith

Incorporated, A.G. Edwards & Sons, Inc., CIBC World Markets Corp., Needham &

Company, Inc., RBC Dain Rauscher Inc., SoundView Technology Group Corporation

and Thomas Weisel Partners LLC (collectively, the "Initial Purchasers") are

parties to a Purchase Agreement dated October 8, 2003 (the "Purchase

Agreement"), pursuant to which the Pledgor will issue and sell to the Initial

Purchasers $150 million aggregate principal amount of 2 1/2% Convertible

Subordinated Notes due 2010 (the "Notes"), which amount includes $20 million

aggregate principal amount of Notes as to which the Initial Purchasers have

exercised their option set forth in Section 2(b) of the Purchase Agreement;



         WHEREAS, the Pledgor and U.S. Bank Trust National Association, as

Trustee, have entered into that certain indenture dated as of the date hereof

(as amended, restated, supplemented or otherwise modified from time to time, the

"Indenture"), pursuant to which the Pledgor is issuing the Notes on the date

hereof;



         WHEREAS, pursuant to the Indenture, the Pledgor is required to

purchase, or cause the purchase of, and pledge to the Collateral Agent for the

benefit of the Trustee and the Holders, at the Closing Time (as defined in the

Purchase Agreement), U.S. Government Obligations (as defined in the Indenture)

in an amount that will be sufficient upon receipt of scheduled interest and

principal payments of such securities, in the written opinion of Ernst & Young

LLP or another nationally recognized firm of independent public accountants

selected by the Pledgor and delivered to the Trustee, to provide for payment in

full of the first eight scheduled interest payments due on the Notes (such

obligation, together with the obligation to repay the principal, premium, if

any, interest (including, Liquidated Damages (as defined in the Registration

Rights Agreement), if any), fees, expenses or otherwise on the Notes and under

the Indenture, this Agreement and any other transaction document related thereto

in the event that the Notes become due and payable prior to such time as the

first eight scheduled interest payments thereon shall have been paid in full,

being collectively referred to herein as the "Obligations");



         WHEREAS, the Pledgor has established an account (the "Collateral

Account") with U.S. Bank National Association, at its office at 100 Wall Street,

16th Floor, New York, New York, 10005, Account No. 77146401, in the name of U.S.

Bank National Association, as Collateral



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Agent for the benefit of the Trustee and Holders of the Notes and designated as

"USBANK COLL AGENT FOR FINISAR NOTES DUE 2010"; and



         WHEREAS, it is a condition precedent to the purchase of the Notes by

the Initial Purchasers pursuant to the Purchase Agreement that the Pledgor

purchase the Pledged Securities (as defined below) and deposit such Pledged

Securities into the Collateral Account to be held therein subject to the terms

of this Pledge Agreement and shall have granted the assignment and security

interest and made the pledge and assignment contemplated by this Pledge

Agreement.



         NOW, THEREFORE, in consideration of the premises herein contained, and

in order to induce the Initial Purchasers to purchase the Notes, the Pledgor,

the Trustee and the Collateral Agent hereby agree, for the benefit of the

Initial Purchasers and for the ratable benefit of the Holders, as follows:



         SECTION 1. DEFINITIONS; APPOINTMENT; DEPOSIT AND INVESTMENT.



         1.1      DEFINITIONS.



         (a) Unless otherwise defined in this Pledge Agreement, terms defined or

referenced in the Indenture are used in this Pledge Agreement as such terms are

defined or referenced therein.



         (b) Unless otherwise defined in the Indenture or in this Pledge

Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code in

effect in the State of New York ("N.Y. Uniform Commercial Code") from time to

time and/or in Section 357.2 of the Treasury Regulations (as defined in Section

1.1(c)) are used in this Pledge Agreement as such terms are defined in such

Article 8 or 9 and/or such Section 357.2.



         (c) In this Pledge Agreement, the following terms have the following

meanings (such meanings to be equally applicable to both the singular and plural

forms of the terms defined:



         "Cash Equivalents" means, to the extent owned by the Pledgor free and

clear of all Liens other than Liens created hereunder, U.S. Government

Obligations.



         "C.F.R." means U.S. Code of Federal Regulations.



         "Closing Time" has the meaning specified in the Purchase Agreement.



         "Collateral" has the meaning specified in Section 1.3 hereof.



         "Collateral Account" has the meaning specified in the recitals of the

parties hereof.



         "Collateral Agent" has the meaning specified in the recitals of the

parties hereto.



         "Collateral Investments" has the meaning specified in Section 5 hereof.



         "Entitlement holder" has the meaning specified in N.Y. Uniform

Commercial Code Section 8-102(a)(7) or in respect of any Book-entry Security,

the meaning specified for



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"Entitlement Holder" in 31 C.F.R. Section 357.2 or as applicable to such

Book-entry Security, the corresponding federal book-entry regulations.



         "FRBMN" means Federal Reserve Bank of Minneapolis.



         "FRBMN Account" means the FRBMN Member Securities Account maintained in

the name of the Collateral Agent by the FRBMN.



         "FRBMN Member" means any Person that is eligible to maintain (and that

maintains) with the FRBMN one or more FRBMN Member Securities Accounts in such

Person's name.



         "FRBMN Member Securities Account" means, in respect of any Person, the

Participant's Securities Account maintained in the name of such Person at the

FRBMN, to which account U.S. Government Obligations held for such Person are or

may be credited.



         "Holders" has the meaning specified in the recitals of the parties

hereto.



         "Notes" has the meaning specified in the recitals of the parties

hereof.



         "N.Y. Uniform Commercial Code" has the meaning specified in Section

1.1(b).



         "Obligations" has the meaning specified in the recitals of the parties

hereof.



         "Initial Purchasers" has the meaning specified in the recitals of the

parties hereof.



         "Purchase Agreement" has the meaning specified in the recitals of the

parties hereof.



         "Pledged Securities" has the meaning specified in Section 1.3 hereof.



         "Pledgor" has the meaning specified in the recitals of the parties

hereto.



         "Registration Rights Agreement" means the Registration Rights Agreement

dated October 15, 2003 by and between the Company and the Initial Purchasers.



         "Securities intermediary" means a Person that is a "securities

intermediary" (as defined in N.Y. Uniform Commercial Code Section 8-102(a)(14))

and, in respect of any Book-entry Security, a "Securities Intermediary" (as

defined in 31 C.F.R. Section 357.2 or, as applicable to such Book-entry

Security, as defined in the corresponding federal book-entry regulations).



         "Security" has the meaning specified in Section 8-102(a)(15) of the

N.Y. Uniform Commercial Code or, in respect of any Book-entry Security, has the

meaning specified for "Security" in 31 C.F.R. Section 357.2 (or as applicable to

such Book-entry Security, the corresponding federal book-entry regulations).



         "Security entitlement" has the meaning specified in N.Y. Uniform

Commercial Code Section 8-102(a)(17) or, in respect of any Book-entry Security,

has the meaning specified for "Security Entitlement" in 31 C.F.R. Section 357.2

(or, as applicable to such Book-entry Security, the corresponding federal

book-entry regulations).



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         "Settlement Date" means, as to any U.S. Government Obligations, the

date on which the purchase of such U.S. Government Obligations shall have been

settled.

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