** **

** EXHIBIT 10.46**

**EXECUTIVE OFFICER EMPLOYMENTAGREEMENT CHANGES**

On April 27, 2005, the Compensation Committee(the "Compensation Committee") of the Board of Directors of MentorCorporation (the "Company"), after considering a competitive market review of totalcompensation for its executive officers and obtaining guidance from anindependent compensation specialist, approvednew annual base salaries and target bonus percentages for its executiveofficers; granted stock options to executive officers; and approved revisionsto the Company's standard executive employment agreement, as follows:

*Base Salary and Target Bonus Percentages of Executive Officers*:  Thefollowing table sets forth the approved Fiscal Year 2006 annual base salarylevels and target bonus percentages for the Company's executive officers: 

| **Name and Position**                                                          |        | ** Base Salary   ** | **Target Bonus   	 Percentage    ** |
|--------------------------------------------------------------------------------|--------|----------------------------------------------|----------------------------------------------------------------------------------|
|                                                                           |   |                                         |                                                                             |
| Joshua H. Levine    President  and Chief Executive Officer      |        | $500,000                                     | 100%                                                                             |
| Loren L. McFarland    Chief  Financial Officer                  |        | 300,000                                      | 75%                                                                              |
| Kathleen M. Beauchamp

    Vice  President, Sales and Marketing |        | 300,000                                      | 75%                                                                              |
| David J. Adornetto	Vice  President, Operations                                 |        | 275,000                                      | 75%                                                                              |
| A. Christopher Fawzy	General  Counsel                                          |        | 240,000                                      | 60%                                                                              |
| Cathy Ullery	Vice  President, Human Resources                                  |        | 206,000                                      | 60%                                                                              |
| Clarke Scherff	Vice President,  Regulatory Compliance/ Quality Assurance       |        | 189,000                                      | 60%                                                                              |

*Stock Option Grants*:  The following table sets forth thestock option grants approved by the Committee for the Company's executive officers:

|                                                                                                                                |  |                                       |
|--------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------|
| **Name and Position**                                                                                                          |  | **Options Granted   ** |
| Joshua H. Levine        President  and Chief Executive Officer                         |  | 150,000                               |
| Loren L. McFarland        Chief  Financial Officer                                     |  | 20,000                                |
| Kathleen M. Beauchamp

            Vice  President, Sales and Marketing |  | 50,000                                |
| David J. Adornetto        Vice  President, Operations                                  |  | 40,000                                |
| A. Christopher Fawzy        General  Counsel                                           |  | 25,000                                |
| Cathy Ullery        Vice  President, Human Resources                                   |  | 15,000                                |
| Clarke Scherff        Vice President,  Regulatory Compliance/ Quality Assurance        |  | 15,000                                |
| ** **                                                                                                                     |  |                                       |

1

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Options to purchase common stock of the Company were grantedpursuant to the Company's Amended 2000 Long-Term Incentive Plan (the "Plan") ata purchase price of $37.70, the closing selling price per share of theCompany's common stock on the New York Stock Exchange on the date of grant.  Inaccordance with the Plan, each option has a maximum term of ten years and willbecome exercisable for the option shares in four equal and successive annualinstallments over the optionee's period of service with the Company, beginningone year after the grant date.

With respect to the aforementioned grants, the Company'sform option agreement under the Plan was amended such that accelerated vestingof options would not automatically occur upon a Change of Control (as such termis defined in the Plan), but only upon and in the event of a second triggeringevent: termination of the employee by the Company or resignation by theemployee for good reason within 12 months following any such Change of Control. 

*Revised Executive Employment Agreements*:  The following description setsforth the material revisions to the standard executive employment agreements *("Agreements")*approved by the Committee:

- With respect to the provisions related to termination without     cause or resignation for good reason, the approved modifications to the     Agreements will provide for:     - payment of full COBRA premiums for twenty-four (24)      months following a termination;  
  - severance compensation to be calculated as a flat 36      months' severance, determined at the executive officer's then current      rate of base pay; and  
  - a pro-rated amount, based on timing of the executive      officer's termination or resignation relative to the end of the then      current fiscal year, of the target bonus percentage applicable to such      executive officer.     - With respect to the provisions related to termination     due to Change of Control, the approved modifications to the Agreements     will provide for:       - payment of full COBRA premiums for twenty-four (24)      months following a termination;  
    - severance compensation to be calculated as a flat 36      months' severance, determined at the executive officer's then current      rate of base pay; and
    - one hundred percent (100%) of the target bonus      percentage applicable to the executive officer.          2               SIGNATURES  Pursuant to the requirements of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized.  Mentor  Corporation
By:

 /s/ Joshua H. Levine

Joshua H. Levine	Chief Executive Officer
  Date:  April 27, 2005  
By:

 /s/ Loren L. McFarland

Loren L. McFarland	Chief Financial Officer
  Date:  April 27, 2005