**EXHIBIT 10.4**

**MENTOR CORPORATION**

**STOCK PURCHASE PLAN**

                ThisStock Purchase Plan ("Purchase Plan") is entered into between Citigroup GlobalMarkets Inc. ("CGM") and Mentor Corporation ("the Company") for the purchase ofshares of common stock ("Stock") issued by the Company in a manner thatcomplies with the requirements of Rule 10b5-1 ("Rule") under the SecuritiesExchange Act of 1934 ("Exchange Act").  This Purchase Plan shall be theexclusive means by which the Company effects any purchases of shares of Stockin open market transactions pursuant to Rule 10b-18 of the Exchange Act;provided, however, that the Company shall not be precluded from purchasingshares in transactions other than pursuant to Rule 10b-18 or commencing atender or exchange offer for its shares pursuant to Regulation 14D promulgatedby the Securities and Exchange Commission under the Exchange Act. 

A.) Purchase Plan Requirements

1)  Commencing on thebeginning of the third trading day after the Company's public earnings releasefor the quarterly period ending June 30, 2006("Commencement Date"), and continuing through and including a periodof twelve (12) months thereafter, CGM shall act as the Company's exclusive agent topurchase Stock under this Purchase Plan.  During the time this Purchase Plan isin effect the Company will make no purchases of Stock through anyone other thanCGMpursuant to the Purchase Plan or Rule 10b-18; provided, however, that theCompany shall not be precluded from purchasing shares in transactions otherthan pursuant to Rule 10b-18 or commencing a tender or exchange offer for itsshares pursuant to Regulation 14D promulgated by the Securities and ExchangeCommission under the Exchange Act (except as set forth in Section E.1.d of thisPurchase Plan). 

2.)  On the Commencement Date, the Company will notifyCGMof the aggregate number of shares of Stock purchased by the Company andaffiliated purchasers, in block purchases that were made on any day(s) in lieuof the 25% average daily trading volume condition for such day(s), during thecurrent and last four calendar weeks.  During the course of the Purchase Plan,the Company will notify CGM promptly of any block purchases that are made byaffiliated purchasers on any day(s) in lieu of the 25% average daily tradingvolume condition for such day(s).  Purchases made by CGM pursuant tothis Purchase Plan shall be made at the prevailing market prices, pursuant tothe limitations stated in the Company's written instructions in Appendix A,attached hereto, in open market transactions in accordance with the provisionsof Rule 10b-18.  However, notwithstanding the preceding sentence, the Companyacknowledges that CGM cannot purchase in accordance with the provisions ofRule 10b-18 (i) if an affiliated purchaser is soliciting through another brokeror dealer on the same day that CGM is soliciting purchases for the Company, (ii) on anyday that an affiliated purchaser purchases a block of stock in lieu ofpurchasing under the 25% average daily trading volume condition for such day,or (iii) if purchases made by an affiliated purchaser when aggregated withpurchases made by the Company exceed the 25% average daily trading volumelimitation. CGM shall be entitled to a commission of $0.04 per share.CGM'ssole compensation for services rendered under this Purchase Plan shall be acommission of $0.04 cents per share of Stock purchased.

3.)  For purposes of this Purchase Plan, a businessday shall be any day on which the New York Stock Exchange is open for trading.

4.)  The first purchase under the Purchase Plan may notoccur until after the later of (i) the termination of the next quarterlyblackout period (as defined in the Company's insider trading complianceprogram) following the adoption of the Purchase Plan or (ii) 30 calendar daysafter the adoption of this Purchase Plan.

5.)  The number of shares of Stock, other shareamounts and prices, if applicable, set forth in this Section A and onAppendix A shall be adjusted automatically on a proportionate basis to takeinto account any stock split, reverse stock split or stock dividend withrespect to the Stock or any change in capitalization with respect to theCompany that occurs during the term of this Purchase Plan.

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B.) Discontinuation or Suspension of Purchases

TheCompany acknowledges and agrees that CGM may discontinue or suspend purchasesunder this Purchase Plan in the event that: 

1.)  In the opinion of CGM's counsel, effecting suchpurchases would result in a violation of applicable law or a breach of anycontract to which CGM or its affiliates are a party or by which it or itsaffiliates are bound.

2.)  The Company's counsel notifies CGM that suchpurchases would result in a violation of applicable law by the Company.

3.)  Trading in the Stock is halted or suspended.

4.)  If the Company files a registration statementwith the SEC relating to sale of the Stock (or any security into which theStock is convertible), other than pursuant to a registration statement on FormS-8 or an automatic shelf registration statement in which no specific issuanceof securities is contemplated at such time.

5.)  If the Company notifies CGM that it hascommenced a tender or exchange offer for its securities, the effect of whichtender or exchange offer shall not be to (i) reduce the number of shares of theStock authorized for repurchase under the Purchase Plan, (ii) that theshareholders of the Company immediately prior to the closing of the tender orexchange offer and (iii) the listing of the Stock on the New York StockExchange shall not terminate.  In the event that the criteria set forth in theprior sentence are not satisfied as to any tender or exchange offer commencedby the Company, the Purchase Plan shall terminate.

6.)  The Company notifies CGM in writingthat purchases are to be discontinued and this Purchase Plan is terminated.

Suchdiscontinuation or suspension of purchases under this Purchase Plan shallremain in effect until any such event no longer exists.

C.) The Company's Representations, Warranties and Covenants

TheCompany makes the following representations, warranties and covenants, each ofwhich shall continue while this Purchase Plan is in effect.

1.)  At the time of the Company's execution of thisPurchase Plan, the Company is not aware of any material, non-public informationwith respect to its business.  The Company is entering into this Purchase Planin good faith and not as part of a plan or scheme to evade the prohibitions ofthe Rule.

2.)  Purchases of Stock under this Purchase Plan arepermitted by the Company's internal policy concerning insider trading.

3.)  The Company agrees not to enter into or alter anycorresponding or hedging transaction with respect to the Stock while thisPurchase Plan remains in effect.

4.)  This Purchase Plan constitutes the Company'slegal, valid and binding obligation enforceable against the Company inaccordance with its terms.  There is no litigation, arbitration or otherproceeding pending, or to the Company's knowledge threatened, that wouldprevent or interfere with the Company's purchase of the Stock under this PurchasePlan.

5.)  Except as contemplated by Section A.2 ofthis Purchase Plan, the Company acknowledges and agrees that it does not haveauthority, influence or control over any purchase effected by CGM pursuant tothis Purchase Plan and the Company will not attempt to exercise any authority,influence or control over purchases.  CGM agrees not to seek advice from the Company withrespect to the manner in which it effects purchases under this Purchase Plan.

6.)  The Company will not provide the CGM broker forthis Purchase Plan with any material nonpublic information regarding theCompany at any time and the Company hereby instructs the broker that broker isnot to inform the Company prospectively of the timing, amount or price of anysales under the Purchase Plan that broker intends to make.  The Company and thePurchase Plan broker shall only communicate with the Purchase Plan broker inwriting. 

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In addition, CGM hereby notifies the Company that itmaintains an Information Barrier Policy which, in accordance withRule 10b-5 of the Exchange Act, prohibits its employees from trading whilein possession of material non-public ("inside") information or from disclosingsuch information to others, so that they may act on such information. Employeesin possession of such information are prohibited generally from: purchasing,selling or exchanging such securities for their own accounts; soliciting clientorders to purchase, sell or exchange the securities; issuing research reports,recommendations or comments which could be construed as recommendationsconcerning the securities; or disclosing such information or any conclusionsbased thereon to any other person in or outside CGM so that they may act onsuch information, except as permitted by the CGM's compliance department.  Theprohibitions against insider trading remain in effect until the insideinformation has been fully disclosed to the public or is no longer material.

7.)  Except as specifically contemplated hereby, theCompany shall be solely responsible for compliance with all statutes, rules andregulations applicable to the Company and the transactions contemplated hereby,including, without limitation, reporting and filing requirements; provided,however, that CGM will provide the Company with email confirmation foreach transaction under this Purchase Plan undertaken by CGM no laterthan the close of business on the next trading day after the date of anyexecution so that the Company may timely file any reports required under theExchange Act.

D.)  Modification of thisPurchase Plan

1.)  Any modification of this Purchase Plan by theCompany will be made in good faith and not as part of a scheme to evade theprohibitions of the Rule, and only with CGM's written consent.  

2.)  In particular, the Company agrees that it willnot modify or propose to modify this Purchase Plan at any time that it is awareof any material non-public information about it and/or the Stock. Modifications to this Purchase Plan may be made only when the Company's tradingwindow is open (as defined in its insider trading compliance program). 

3.)  Modifications to this Purchase Plan may be madeonly in writing.

4.)  Modifications to this Purchase Plan shall notbecome effective until the later of (i) the termination of the next quarterlyblackout period (as defined in the Company's insider trading complianceprogram) or (ii) 30 days following the modification.

5.)  Modifications to the Purchase Plan must have aminimum duration of at least one year from the time when purchases may first occurunder the modified plan in accordance with these requirements.

6.)  Termination of this Purchase Plan by the Companyshall not be deemed a modification of this Purchase Plan.

7.)  However,the Company may adopt a new repurchase plan under the terms of its policy,provided that it is adopted prior to the closing of the regular trading windowfor the quarter prior to the quarter in which the new plan shall becomeeffective and the new plan shall not become effective until the beginning ofthe third trading day after the public earnings release for the quarterlyperiod in which the new trading plan is adopted.  The Company may adopt a newPurchase Plan if at that time the Company affirms that it is not in possessionof any material nonpublic information regarding its business.

E.) Termination of this Purchase Plan

1.)  This Purchase Plan will terminate twelve (12)months after the Commencement Date unless earlier terminated in the event oneof the following occurs:

a.)  CGM determines, in its sole discretion, that it isprohibited for any reason from engaging in purchasing activity as the Company'sagent under this Purchase Plan.

b.)  CGM receives notice that the Company has filed a petitionfor bankruptcy or reorganization, or a petition for bankruptcy has been filedagainst the Company and has not been dismissed within sixty (60) calendar daysof its filing.

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c.)  The Company notifies CGM in writingthat this Plan is terminated.

d.)  The Company notifies CGM that it ora third party publicly has announced (i) a tender or exchange offer for theStock or (ii) a merger, acquisition, recapitalization or other similar businesscombination or other transaction, in either event as a result of which theshareholders of the Company prior to the transaction would hold less than amajority of the shares of the surviving entity.

2.)  Any transaction pending at the time CGM receives anotice referred to in Section E.) 1.) shall be completed and CGM shallreceive the commission set forth in Section A.) 2.).

F.) Indemnification and Limitation on Liability

1.)  The Company agrees to indemnify and hold harmlessCGM(and its directors, officers, employees and affiliates) from and against allclaims, liabilities, losses, damages and expenses (including reasonableattorney's fees and costs) arising out of or attributable to:  a.) any materialbreach by the Company of this Purchase Plan (including the Company'srepresentations, warranties and covenants), and b.) any violation by theCompany of applicable laws or regulations.  This indemnification will survivethe termination of this Agreement.  The Company will have no indemnificationobligations in the case of gross negligence or willful misconduct of CGM or anyother indemnified person.

2.)  Notwithstanding any other provision herein,neither party will be liable to the other for:  a.) special, indirect,punitive, exemplary, or consequential damages, or incidental losses or damagesor any kind, including but not limited to lost profits, lost savings, loss ofuse of facility or equipment, regardless of whether arising from breach ofcontract, warranty, tort, strict liability or otherwise, and even if advised ofthe possibility of such losses or damages or if such losses or damages couldhave been reasonably foreseen, or b.) any failure to perform or for any delayin performance that results from a cause or circumstance that it beyond itsreasonable control, including but not limited to failure of electronic ormechanical equipment, strikes, failure of common carrier or utility systems,severe weather, market disruptions or other causes commonly known as "acts ofGod".

3.)  The Company acknowledges and agrees that CGM has notprovided the Company with any tax, accounting or legal advice with respect tothis Purchase Plan, including whether the Company would be entitled to any ofthe affirmative defenses under the Rule.

G.) Governing Law

ThisPurchase Plan will be governed by, and construed in accordance with, the lawsof the State of New York, without regard to such State's conflict of lawsrules.

H.) Entire Agreement

ThisPurchase Plan (including any Annexes or Exhibits) along with the attachedagreement letter ("Agreement Letter") constitutes the entire agreement betweenthe parties hereto with respect to the subject matter hereof, and supersedesany previous or contemporaneous agreements, understandings, proposals orpromises with respect thereto, whether written or oral.  In the event of aconflict between the terms and conditions of this Purchase Plan and the termsand conditions of the Agreement Letter, the terms and conditions of thisPurchase Plan shall govern.

I.) Assignment

ThisPurchase Plan and each party's rights and obligations hereunder may not beassigned or delegated without the written permission of the other party andshall inure to the benefit of each party's successors and permitted assigns,whether by merger, consolidation or otherwise.

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J.) Notices

TheCompany and CGM agree that during the term of this Purchase Plan, they shallonly communicate regarding the Purchase Plan in writing. Notices or othercommunications under this Purchase Plan shall be provided to:

| For the Company: | Mentor Corporation		201 Mentor Drive		Santa Barbara, California 93111		Attn: General Counsel                 |
|------------------|--------------------------------------------------------------------------------------------------------------|
|             |                                                                                                         |
| For CGM:         | Andrew L. Geissler		Citigroup Global Markets Inc.		390 Greenwich Street, 5th Floor		New York, New York 10013 |

K.) Counterparts

ThisPurchase Plan may be executed in one or more counterparts, all of which, takentogether, shall constitute one and the same agreement.

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                INWITNESS WHEREOF, the Company and CGM have executed this Purchase Plan as of June16, 2006.

| Mentor Corporation | Citigroup Global Markets Inc.                                     |
|--------------------|-------------------------------------------------------------------|
|               |                                                              |   |   |
| By:                | /s/A. Christopher Fawzy        | By: | /s/Robert G. Leonard        |
| Name:              | A. Christopher Fawzy                                              | Name: | Robert G. Leonard |
| Title:             | General Counsel                                                   | Title: | Managing Direcotr |

 

 

 

 

 

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**APPENDIX A**

All Share amounts and limit  prices listed herein shall be increased or decreased to reflectstock splits  should they occur***.***

 

 

 

 

 

 

 

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