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Mentor Corporation -- Citigroup Global Markets Inc. Form 10B5-1 Stock Purchase Plan Dated June 16, 2

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EXHIBIT 10.4

MENTOR CORPORATION

STOCK PURCHASE PLAN

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

A.) Purchase Plan Requirements

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

2.) On the Commencement Date, the Company will notify CGM of the aggregate number of shares of Stock purchased by the Company and affiliated purchasers, in block purchases that were made on any day(s) in lieu of the 25% average daily trading volume condition for such day(s), during the current 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 by affiliated purchasers on any day(s) in lieu of the 25% average daily trading volume condition for such day(s). Purchases made by CGM pursuant to this Purchase Plan shall be made at the prevailing market prices, pursuant to the limitations stated in the Company's written instructions in Appendix A, attached hereto, in open market transactions in accordance with the provisions of Rule 10b-18. However, notwithstanding the preceding sentence, the Company acknowledges that CGM cannot purchase in accordance with the provisions of Rule 10b-18 (i) if an affiliated purchaser is soliciting through another broker or dealer on the same day that CGM is soliciting purchases for the Company, (ii) on any day that an affiliated purchaser purchases a block of stock in lieu of purchasing under the 25% average daily trading volume condition for such day, or (iii) if purchases made by an affiliated purchaser when aggregated with purchases made by the Company exceed the 25% average daily trading volume limitation. CGM shall be entitled to a commission of $0.04 per share. CGM's sole compensation for services rendered under this Purchase Plan shall be a commission of $0.04 cents per share of Stock purchased.

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

4.) The first purchase under the Purchase Plan may not occur until after the later of (i) the termination of the next quarterly blackout period (as defined in the Company's insider trading compliance program) following the adoption of the Purchase Plan or (ii) 30 calendar days after the adoption of this Purchase Plan.

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

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B.) Discontinuation or Suspension of Purchases

The Company acknowledges and agrees that CGM may discontinue or suspend purchases under this Purchase Plan in the event that:

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

2.) The Company's counsel notifies CGM that such purchases 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 statement with the SEC relating to sale of the Stock (or any security into which the Stock is convertible), other than pursuant to a registration statement on Form S-8 or an automatic shelf registration statement in which no specific issuance of securities is contemplated at such time.

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

6.) The Company notifies CGM in writin
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