EXHIBIT A TO SEPARATION AND RELEASE OF CLAIMS AGREEMENT MENTOR CORPORATION LOREN L. McFARLAND CONSULTING AGREEMENT

EXHIBIT 10.2

EXHIBIT A TO SEPARATION AND RELEASE OF CLAIMS AGREEMENT
MENTOR CORPORATION

LOREN L. McFARLAND CONSULTING AGREEMENT

 This Agreement is entered into as of October 27, 2007 by and between Mentor Corporation (the "Company") and Loren L. McFarland ("Consultant") (collectively referred to as the "Parties").

1.          Duties and Scope of Services.

(a)                 Positions and Duties.  As of the Effective Date as defined below, Consultant will serve as a Consultant to the Company.  Consultant will report to the Chief Executive Officer (the "CEO") of the Company.  As an independent contractor, Consultant will render such business and professional services, in ways and at times as reasonably directed by the CEO, which are consistent with his role as a consultant.

(b)                 Obligations.  The Consultant will render services to the Company as may be requested from time to time that may include, but not be limited to, assisting with the Company's credit agreements, benefit plans, SEC and other regulatory filings (domestic and international, including resignation as an officer and/or director of all of the Company's subsidiaries), and transition services relating to the Company's Finance Department.

2.          Term of Agreement.  This Agreement will have a term commencing on November 12, 2007 (the "Effective Date") and ending April 30, 2009 (the "Consulting Term"); provided however, the Agreement may be renewed thereafter by written agreement of the Parties.

3.          Compensation.

(a)                 Total Cash Compensation.  The Company will pay Consultant the compensation set forth in Exhibit A for the performance of services set forth therein.

(b)                 Options and Restricted Stock.  During the Consulting Term, the Consultant's existing stock options, Performance Stock Units and restricted stock grants will continue in accordance with the Consultant's stock option agreements, Performance Stock Unit Award Agreement (Executive), and restricted stock agreement including, but not limited to, the continuation of vesting in accordance with the current vesting schedules (collectively, the "Award Agreements").  The Parties acknowledge that the Consultant is and at all time during the Consulting Term shall remain an Eligible Person, without interruption, under the Awards Agreements as defined therein.  Employee's Options, Restricted Stock and Performance Stock Units will be exercisable in accordance with the terms of the Plans and the applicable Award Agreements.  For the sake of clarity, Employee's Performance Stock Units will continue to vest in accordance with Sections 8 and 3 of the Performance Stock Unit Agreement.

4.          Employee Benefits.  Consultant will be ineligible to participate in any of the Company employee benefit plans, policies, and arrangements that are applicable to employees of the Company, as such plans, policies, and arrangements may exist or be amended from time to time.

5.          Expenses.  The Company will reimburse Consultant for all reasonable travel, entertainment, and other expenses incurred by Consultant in the furtherance of the performance of Consultant's duties hereunder, in accordance with the Company's expense reimbursement policy (as applied to Company officers) as in effect from time to time.

6.          Termination of Consulting.

(a)                 Consultant and the Company acknowledge that this Agreement may be terminated by the Company only for Gross Misconduct which means (i) Consultant's willful failure to perform his assigned duties and responsibilities reasonably assigned to him that are not corrected within a fifteen (15) day correction period, after there has been delivered to Consultant a written demand for performance from the CEO which describes the basis for the belief of the CEO that Consultant has not substantially performed his duties and provides Consultant with fifteen (15) days to take corrective action; (ii) any act of personal dishonesty taken by Consultant in connection with his responsibilities as a consultant of the Company with the intention or reasonable expectation that such may result in substantial personal enrichment of Consultant; (iii) Consultant's conviction of, or plea of nolo contendere to, a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business, or (iv) Consultant materially breaching Consultant's Confidential Information Agreement (defined below), which breach is (if capable of cure) not cured within fifteen (15) days after the Company gives written notice to the Consultant of the breach.

(b)                 In the event that Company appropriately terminates this Agreement pursuant to Paragraph 6(a) above, or in the event that the Consultant terminates this Agreement for any reason, the Consultant shall be entitled only to (a) all Compensation accrued up to the effective date of termination, (b) all vesting of options up to the effective date of termination, as provided under the terms of the applicable option agreements applicable to the Consultant, (c) all vesting of restricted shares up to the effective date of termination, as provided under the terms of the applicable restricted stock agreements applicable to the Consultant and (d) all vesting of stock units up to the effective date of termination, as provided under the terms of the applicable Performance Stock Unit Agreement applicable to the Consultant (e) all business expenses required to reimbursed under the Company's expense reimbursement policy to the Consultant with respect to business expenses incurred prior to termination. 

7.          Release of Claims.  Employee agrees that all of the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its officers, directors, managers, supervisors, agents and employees other than those obligations arising under this Agreement and the Separation and Release Agreement, Awards Agreements, and Employee's Indemnification Agreement.    In consideration for the mutual covenants contained in this Agreement, including but not limited to the compensation provided hereunder, Consultant and the Company, on behalf of themselves, and their respective heirs, family members, executors, officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, hereby fully and forever release each other and their respective heirs, family members, executors, officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Consultant or Company may possess arising from any omissions, acts or facts that have occurred up until and including the effective Date  including, without limitation:

(a)                 any and all claims relating to or arising from Consultant's employment relationship with the Company and the termination of that relationship;

(b)                 any and all claims relating to, or arising from, Consultant's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; provided, however that none of the foregoing shall be construed to modify or waive Employee's rights under the Award Agreements;

(c)                 any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment, constructive discharge from employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract, both express and implied, breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, and conversion;

(d)                 any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, and the California Labor Code, including, but not limited to Labor Code sections 1400-1408;

(e)                 any and all claims for violation of the federal, or any state, constitution;

(f)                  any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g)                 any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Consultant as a result of this Agreement; and

(h)                 any and all claims for attorneys' fees and costs.

The Company and Consultant agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not extend to any obligations incurred under this Consulting Agreement, the Award Agreements, the Employee Indemnification Agreement and the Separation and Release Agreement. The Parties acknowledge and agree that any judicial or arbitral determination of a material breach of any provision of this Agreement will entitle the non-breaching party to any legal or equitable remedies available to such non-breaching party, including but not limited to the right to immediately to recover and/or cease the severance benefits provided under this Agreement.

8.             Civil Code Section 1542.  The Parties represent that they are not aware of any claim by either of them other than the claims that are released by this Agreement.  Consultant and the Company acknowledge that they have been advised by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Consultant and the Company, being aware of said code section, agree to expressl