10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

_____________________

For the fiscal year ended
December 30, 2000 Commission file number
1-4105

BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)

NEW YORK	16-0345235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK	14604-2701
(Address of principal executive offices)	(Zip Code)

Registrant's telephone no., including area code: (716) 338-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.40 par value	New York Stock Exchange
$194,600,000 6.75% Notes, Due 2004	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:        None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                         Yes [ X ]                         No___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

The aggregate market value (based on the consolidated tape closing price on March 1, 2001 of the voting stock held by non-affiliates of the registrant was $2,895,457,582. For the sole purpose of making this calculation, the term "non-affiliate" has been interpreted to exclude directors and officers. Such interpretation is not intended to be, and should not be construed to be, an admission by Bausch & Lomb Incorporated or such directors or officers that such directors and officers are "affiliates" of Bausch & Lomb Incorporated, as that term is defined under the Securities Act of 1933.

The number of shares of Voting Stock of the registrant, outstanding as of March 1, 2001, was 53,572,268, consisting of 53,116,678 shares of Common stock and 455,590 shares of Class B stock,which are identical with respect to dividend and liquidation rights, and vote together as a single class for all purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I-IV Bausch & Lomb Incorporated Proxy Statement dated March 23, 2001 ("Proxy Statement"). With the exception of the pages of the Proxy Statement specifically incorporated by reference herein, the Proxy Statement is not deemed to be filed as part of this Report on Form 10-K.

	TABLE OF CONTENTS
PART I		PAGE
Item 1.	Business	2
Item 2.	Properties	5
Item 3.	Legal Proceedings	6
Item 4.	Submission of Matters to a Vote of Security Holders	6
PART II
Item 5.	Market for Bausch & Lomb Incorporated's Common Stock and Related Shareholder Matters	7
Item 6.	Selected Financial Data	7
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 8.	Financial Statements and Supplementary Data	7
Item 9.	Changes In and Disagreements With Accountants on Accounting And Financial Disclosure	7
PART III
Item 10.	Directors and Executive Officers of Bausch & Lomb Incorporated	8
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management	9
Item 13.	Certain Relationships and Related Transactions	9
PART IV
Item 14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	10
Signatures		11
Schedules		12
Exhibit Index		13
Exhibits	(Attached to this Report on Form 10-K)

PART I
ITEM 1. BUSINESS

(a)        GENERAL DEVELOPMENT OF BUSINESS

Bausch & Lomb Incorporated is a world leader in the development, manufacture and marketing of healthcare products for the eye.

Bausch & Lomb was incorporated in the State of New York in 1908 to carry on a business which was established in 1853. Its principal executive offices are located in Rochester, New York. Unless the context indicates otherwise, the terms " Bausch & Lomb" and "company" as used herein refer to Bausch & Lomb Incorporated and its consolidated subsidiaries. Highlights of the general development of the business of Bausch & Lomb during 2000 are discussed below. Per share amounts in the remainder of this section reflect December 2000 year-to-date diluted average shares outstanding.

Revenues from continuing operations for the year ended December 30, 2000 were $1,772.4 million, an increase of $8.1 million from 1999. Net earnings for 2000 amounted to $83.4 million, or $1.52 per share, compared to 1999 net earnings of $444.8 million, or $7.59 per share. Results from 2000 include an extraordinary gain on the early retirement of debt of $1.4 million or $.03 per share. Income from continuing operations was $82.0 million or $1.49 per share. Results for 1999 include a net after-tax gain on divestitures of $308.1 million or $5.26 per share. Income from continuing operations was $102.7 million or $1.75 per share in 1999.

In August 2000, the company purchased Groupe Chauvin, a collection of related ophthalmic pharmaceuticals companies based in France. Groupe Chauvin manufactured and marketed both prescription and over-the-counter pharmaceutical and surgical products to treat a number of eye conditions including glaucoma, ocular inflammation, allergies, cataracts, and dry eye. They have operations in France, Germany, the U.K., Switzerland, the Benelux countries, and Portugal. In connection with the acquisition of Groupe Chauvin, the company immediately expensed $24 million for in-process research and development. This amount represented the value of projects that had not reached technological feasibility and for which the assets to be used had no alternative future use.

In September 2000, the company acquired Woehlk Contact Lens GmbH from the German based Carl Zeiss. Woehlk manufactures and sells soft and rigid gas permeable contact lenses, and is a distributor of contact lens solutions.

A pre-tax charge of $43 million was recorded during the fourth quarter of 2000 for restructuring and asset write-offs related to the first phase of the company's reorganization along a regional management structure. The restructuring plan will be implemented in two phases due to the anticipated timing of communication to employees and overall implementation schedule. The after-tax impact of this charge was $29 million or $0.51 per share. Management anticipates recording approximately $10 million of additional reserve for the second phase of the restructuring program in the first half of 2001.

A pre-tax charge of $57 million was recorded in the fourth quarter of 1999 as part of a program to consolidate contact lens manufacturing and accelerate global administrative savings. Most of these costs are associated with employee severance payments and capital equipment write-offs. All actions associated with this reserve were completed in 2000 and the remaining net amount of $9 million was reversed.

In February 2001, the company reached a settlement agreement in connection with an action pending in the United States District Court for the Middle District of Florida filed in June 1994 by the Florida Attorney General. The litigation subsequently included claims by the attorneys general for 31 other states and a nationwide class of consumers claiming that the company's long-standing policy of selling contact lenses only to licensed professionals was adopted in conspiracy with others to eliminate alternative channels of trade. In settling these matters, the company has admitted no liability. The settlement expense is reflected as a $15 million charge recorded in the fourth quarter of 2000.

(b)        FINANCIAL INFORMATION ABOUT OPERATING SEGMENTS

Information concerning sales, operating earnings and assets attributable to each of the company's operating segments is set forth on pages A1-A5 and A24-A25 of Exhibit A to the Proxy and is incorporated herein by reference.

(c)        NARRATIVE DESCRIPTION OF BUSINESS

Operating Segments - Bausch & Lomb's operations are reported in three segments: vision care, pharmaceuticals, and surgical. Below is a description of each segment to the extent that it is material to an understanding of the company's operations. Information concerning sales by segment is set forth on pages A3-A5 of Exhibit A to the Proxy and is incorporated herein by reference.

Vision Care - The vision care segment includes contact lenses and lens care products and the vision accessories business. Vision care products are marketed to licensed eye care professionals, health products retailers, independent pharmacies, drug stores, food stores and mass merchandisers by the company's sales force and distributors.

Pharmaceuticals - The pharmaceuticals segment manufactures and sells generic and proprietary prescription pharmaceuticals with a strategic emphasis in the ophthalmic field and over-the-counter (OTC) ophthalmic medications. These products are marketed by the company's sales force and distributed through wholesalers, independent pharmacies, drug stores, food stores, mass merchandisers and hospitals.

Surgical - The surgical segment manufactures and sells products and equipment for cataract, refractive, and retinal surgery. Surgical products are marketed by the company's sales force to ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors.

Suppliers and Customers - Materials and components in all three of the company's segments are purchased from a wide variety of suppliers; the loss of any one supplier would not adversely affect the company's business to a significant extent. No material part of the company's business, taken as a whole, is dependent upon a single or a few customers. However, in the vision care segment approximately 8% of segment sales are attributable to Wal-Mart controlled retail outlets.

Patents, Trademarks and Licenses - While in the aggregate the company's patents are of material importance to its businesses taken as a whole, no single patent or patent license or group of patent licenses relating to any particular product or process is material to any industry segment. The company actively pursues technology development and acquisition as a means to enhance its competitive position in its business segments.

In the vision care segment, the company has developed significant consumer and eye care professional recognition of products sold under the Bausch & Lomb, ReNu, ReNu MultiPlus, Sensitive Eyes, Medalist, Boston , Optima FW, SofLens, PureVision and Opcon-A trademarks. Bausch & Lomb, Dr. Mann Pharma, Chauvin, Laboratoire Chauvin and Ocuvite are trademarks receiving substantial consumer recognition in the pharmaceuticals segment. Storz Millennium, Technolas, Hydroview, Vitrasert, Hansatome,Orbscan and Zyoptix are trademarks receiving substantial professional recognition in the surgical segment.

Seasonality and Working Capital - The nature of the products sold is not significantly impacted by seasonality issues. In general, the working capital requirements in each of the company's segments are typical of those businesses.

Competition and Markets - Products in each of the company's segments are marketed throughout the world. Each segment is highly competitive in both U.S. and non-U.S. markets. In all of its segments, the company competes on the basis of product performance, quality, technology, price, service, warranty and reliability.

Research and Development - Research and development constitutes an important part of the company's activities. In 2000, the company's research and development expenditures included in continuing operations totaled $122 million, as compared to $98 million in 1999 and $77 million in 1998.

Government Regulation - The company's products are subject to regulation by governmental authorities in the United States and other markets. These authorities, including the Food and Drug Administration (FDA) in the United States, generally require extensive testing of new products prior to sale and have jurisdiction over the safety, efficacy and manufacturing of products, as well as product labeling and marketing. In most cases, significant amounts of time and money must be spent to bring a new product to market in compliance with these regulations. The regulation of pharmaceutical products and medical devices, both in the United States and in other markets, has historically been subject to change.

Environment - Although the company is unable to predict what legislation or regulations may be adopted or enacted in the future with respect to environmental protection and waste disposal, existing legislation and regulations have had no material adverse effect on its capital expenditures, earnings or competitive position. Capital expenditures for property, plant and equipment for environmental control facilities were not material during 2000 and are not anticipated to be material for 2001 or 2002.

Number of Employees - The company employed approximately 12,400 persons as of March 1, 2001.

(d)        FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

Information as to sales and long-lived assets attributable to U.S. and non-U.S. geographic regions is set forth on pages A5-A6 and page A26 of Exhibit A to the Proxy and is incorporated herein by reference.

ITEM 2. PROPERTIES

The principal physical properties (and their primary functions) of the company at March 1, 2001 are listed below. Except where otherwise indicated by footnote, all properties shown are held in fee and are not subject to major encumbrances. The company considers that its facilities are suitable and adequate for the operations involved. All facilities are being productively utilized.

	Manufacturing	R&D	Warehouse/ Distribution	Sales/Administration/ Office
Rochester, NY (Optics Center)(1)	X	X		X
Greenville, SC (2)	X		X	X
Waterford, Ireland (1)	X		X	X
Milan, Italy (2)	X		X	X
Beijing, China	X		X	X
Hoofdoorp, Netherlands (1)			X	X
Livingston, Scotland (1)	X		X	X
Tokyo, Japan (1)			X	X
Sarasota, FL	X			X
Lynchburg, VA (1)			X	X
Wilmington, MA (1)	X			X
Kingston Upon Thames, UK				X
Taikoo Shing Hong Kong (1)				X
Fanling, Hong Kong (1)			X
Umsong-Gun(Seoul), Korea (2)	X			X
Madrid, Spain	X		X	X
North Ryde, Australia (1)			X	X
Gauteng, South Africa (1)			X	X
Mississauga, Canada (1)			X	X
Rudolstadt, Germany	X		X
Schonkirchen, Germany	X		X	X
Lyon, France (1)			X	X
Montpellier, France (2)		X		X
Schiphol, Netherlands (1)			X	X
Aubenas, France (2)	X			X
Porto Alegre, Brazil	X		X	X
Tampa, FL (2)	X	X	X	X
Romford, UK (1)	X		X	X
Berlin, Germany	X	X	X	X
St. Louis, MO (2)	X	X	X	X
Clearwater, FL	X
Earth City, MO (1)			X
Claremont, CA (1)				X
Irvine, CA (1)	X	X		X
Manchester, MO	X
Munich, Germany (1)	X	X	X	X
Heidelberg, Germany (1)	X		X	X
Salt Lake City, UT (1)		X		X
Miami, FL (1)	X
Rochester, NY (Headquarters) (1)				X

(1)    Leased space

(2)    Includes both owned and leased properties.

ITEM 3. LEGAL PROCEEDINGS

In several actions, the company has defended its long-standing policy of selling contact lenses only to licensed professionals against claims that it was adopted in conspiracy with others to eliminate alternate channels of trade from the disposable contact lens market. These matters include (i) a consolidated action in the United States District Court for the Middle District of Florida filed in June 1994 by the Florida Attorney General, and now includes claims by the attorneys general for 21 other states, and (ii) individual actions pending in California and Tennessee state courts. The company has defended its policy as a lawfully adopted means of ensuring effective distribution of its products and safeguarding consumers' health. On February 20, 2001, the company announced that, without admitting any wrongdoing, it had agreed to settle these lawsuits. The settlement, which provides for a combination of consumer rebates, free samples and cash payments to cover the costs of the lawsuit is subject to preliminary and final approval by the court in Florida.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR BAUSCH & LOMB INCORPORATED'S COMMON
STOCK AND RELATED SHAREHOLDER MATTERS

The section entitled "Dividends" on page A10 and the tables entitled "Quarterly Stock Prices" and "Selected Financial Data" on pages A35-A36 of Exhibit A to the Proxy are incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The table entitled "Selected Financial Data" on page A36 of Exhibit A to the Proxy is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The section entitled "Financial Review" on pages A1-A12 of Exhibit A to the Proxy is incorporated herein by reference.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

The section entitled "Market Risk" on page A10 of Exhibit A to the Proxy is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements, including the notes thereto, together with the section entitled "Report of Independent Accountants" on pages A13-A36 and A38 of Exhibit A of the Proxy, respectively, are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
BAUSCH & LOMB INCORPORATED

Information with respect to directors is included in the Proxy Statement on pages 2-9 and such information is incorporated herein by reference. Set forth below are the names, ages (as of March 1, 2001), positions and offices held by, and a brief account of the business experience during the past five years of, each executive officer.

Name and Age	Position
William M. Carpenter (48)	Chairman and Chief Executive Officer since 1999; Chief Executive Officer (1997-1998); President and Chief Operating Officer (1995-1996).
Gary Aron (58)	Senior Vice President, Research, Development & Engineering since October 2000; Vice President, Global Scientific Affairs, Vision Care/Surgical (1998-2000); Vice President, Global Scientific Affairs, Vision Care (1997); Vice President, Global Research & Development, Personal Products Division (1996); Vice President, Research & Development, Personal Products Division (1994-1996).
Dwain L. Hahs (48)	Senior Vice President, Global Supply Chain Management since October 2000; Senior Vice President and President, Global Vision Care (November 1999-October 2000); Special Assistant to the President (October 1999-November 1999); President, Ray Ban Sun Optics, Luxottica Group SpA (June 1999-September 1999); Executive Vice President and President - Eyewear (April 1997-June 1999); Senior Vice President, International Operations (1996-1997); Vice President and President Europe, Middle East and Africa Division (1994-1996).
John Loughlin (50)	Senior Vice President and President Asia Region since October 2000; Corporate Vice President and President, Asia Region (1999); President, North Asia Division (1996-1999); Senior Vice President, Asia Pacific Division (1995-1996).
Stephen C. McCluski (48)	Senior Vice President and Chief Financial Officer since 1995.
Mark Sieczkarek (46)	Senior Vice President and President, Europe, Middle East, and Africa Region since October 2000; Vice President and President, Europe, Middle East, and Africa Region (1999-2000); Vice President Finance, IM&T-Surgical and acting President, European Region-Surgical (1998-1999); Vice President, Corporate Development (1997-1998); Vice President and Controller - Personal Products Division (1995-1997).
Robert B. Stiles (51)	Senior Vice President and General Counsel since 1997; Staff Vice President and Assistant General Counsel (1994-1997).
Alan H. Farnsworth (48)	Corporate Vice President, Pharmaceuticals/Europe since October 2000; Vice President, Corporate Development (1997); Staff Vice President, Corporate Development (1995-1996).
Jurij Z. Kushner (50)	Corporate Vice President, Controller since 1995.
Marie L. Smith (43)	Corporate Vice President and Chief Information Officer since October 2000; Senior Vice President, Information Technology, Kellogg Company (1999-2000); Vice President, Information Services North America, Kellogg Company (1997-1999); Director, Information Services Europe, Kellogg Company (1995-1997).
Ian J. Watkins (39)	Corporate Vice President, Human Resources since November 2000; Vice President, Human Resources, Europe, Middle East and Africa Region (1997-2000); Director Human Resources, Corporate Staff (1996-1997); Director Human Resources & Operations, United Kingdom (1995-1996).

All officers serve on a year-to-year basis through the day of the annual meeting of shareholders of the company, and there is no arrangement or understanding among any of the officers of the company and any other persons pursuant to which such officer was selected as an officer.

ITEM 11. EXECUTIVE COMPENSATION

The sections entitled "Executive Compensation" , "Report of the Committee on Management", "Compensation Tables" and "Defined Benefit Retirement Plans", the second paragraph of the section entitled "Board of Directors", the graph entitled "Comparison of Five-Year Cumulative Total Shareholder Return" and the second paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" included in the Proxy Statement on pages 9-12, 13-15, 16-17, 2, 16 and 17-18 respectively, are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The section entitled "Security Ownership of Certain Beneficial Owners and Directors and Executive Officers" in the Proxy Statement on pages 7-9 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The first paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" on pages 17-18 of the Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K

The following documents or the portions thereof indicated are filed as a part of this report.

(a) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES COVERED BY REPORTS OF INDEPENDENT ACCOUNTANTS.

1.	Data Data incorporated by reference in Item 8 from Exhibit A to the Proxy	Page in the Proxy
	Report of Independent Accountants	A38
	Balance Sheets at December 30, 2000 and December 25, 1999	A14
	For the years ended December 30, 2000, December 25, 1999 and December 26, 1998:
	Statements of Income	A13
	Statements of Cash Flow	A15
	Statements of Changes in Shareholder's Equity	A16
	Notes to Financial Statements	A17-A36
2.	Filed herewith
	Report of Independent Accountants on Financial Statement Schedule	Exhibit 23
	For the years ended December 30, 2000, December 25, 1999 and December 26, 1998:
	SCHEDULE II-Valuation and Qualifying Accounts	Page 12

All other schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

(b)	REPORTS ON FORM 8-K
	No 8-K reports were filed with the SEC during the fourth quarter of 2000.

(c)	ITEM 601 EXHIBITS
	Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference. Each of Exhibits (10)-a through (10)-dd is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14(c) of this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BAUSCH & LOMB INCORPORATED
Date: March 28, 2001	By:  /s/
	William M. Carpenter Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Principal Executive Officer
Date: March 28, 2001	By:  /s/
	William M. Carpenter Chairman and Chief Executive Officer

	Principal Financial Officer
Date: March 28, 2001	By:  /s/
	Stephen C. McCluski Senior Vice President and Chief Financial Officer

	Controller
Date: March 28, 2001	By:  /s/
	Jurij Z. Kushner Vice President and Controller

	Directors
	Franklin E. Agnew William M. Carpenter Domenico De Sole Jonathan S. Linen Ruth R. McMullin John R. Purcell Linda Johnson Rice Alvin W. Trivelpiece William H. Waltrip Kenneth L. Wolfe
Date: March 28, 2001	By:  /s/
	Robert B. Stiles Attorney-in-Fact

Bausch & Lomb Incorporated

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Reserves for Doubtful Accounts (In millions)	December 30, 2000	December 25, 1999	December 26, 1998
Balance at beginning of year	$ 19.6	$ 26.8	$ 14.0
Activity for the year:
Provision charged to income 1	8.0	9.6	9.3
Currency	(1.3)	(0.5)	(0.7)
Additions/(reductions) resulting    from acquisition/(divestiture)    activity	1.5	(7.2)	9.9
Accounts written off	(5.8)	(10.7)	(5.8)
Recoveries on accounts    previously written off	2.9	1.6	0.1
Balance at end of year	$ 24.9	$ 19.6	$ 26.8

1.    Currency effects previously included in provision charged to income. Previously reported values are as follows:
        (1999: 9.1, 1998: 8.6)

EXHIBIT INDEX

S-K Item 601 No.	Document
(3)-a	Certificate of Incorporation of Bausch & Lomb Incorporated (filed as Exhibit (3)-a to the company's Annual Report on Form 10-K for the fiscal year ended December 29, 1985, File No. 1-4105, and incorporated herein by reference).
(3)-b	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-b to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4105, and incorporated herein by reference).
(3)-c	Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (3)-c to the company's Annual Report on Form 10-K for the fiscal year ended December 26, 1992, File No. 1-4105, and incorporated herein by reference).
(3)-d	By-Laws of Bausch & Lomb Incorporated, as amended, effective October 26, 1998 (filed as Exhibit (3)-a to the company's Form 10-Q for the quarter ended September 26, 1998, File No. 1-4105, and incorporated herein by reference).
(4)-a	See Exhibit (3)-a.
(4)-b	See Exhibit (3)-b.
(4)-c	See Exhibit (3)-c.
(4)-d	Form of Indenture, dated as of September 1, 1991, between the company and Citibank, N.A., as Trustee, with respect to the company's Medium-Term Notes (filed as Exhibit 4-(a) to the company's Registration Statement on Form S-3, File No. 33-42858, and incorporated herein by reference).
(4)-e	Supplemental Indenture No. 1, dated May 13, 1998, between the Company and Citibank N.A. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
(4)-f	Supplemental Indenture No. 2, dated as of July 29, 1998, between the Company and Citibank N.A. (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-a	Change of Control Employment Agreement with certain executive officers of the company (filed as Exhibit (10)-a to the company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4105, and incorporated herein by reference).
(10)-b	Change of Control Employment Agreement with certain executive officers of the company (filed as Exhibit (10)-b to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996, No. 1-4105, and incorporated herein by reference).
(10)-c	Amended and Restated Supplemental Retirement Income Plan II (filed as Exhibit (10)-f to the company's Annual Report on Form 10K for the fiscal year ended December 29, 1990, File No. 1-4105, and incorporated herein by reference) .
(10)-d	Amended and Restated Supplemental Retirement Income Plan III, dated December 31, 2000 (filed herewith).
(10)-e	The 1982 Stock Incentive Plan (filed as Exhibit III-F to the company's Annual Report on Form 10-K for the fiscal year ended December 26, 1982, File No. 1-4105, and incorporated herein by reference).
(10)-f	Amendment to the 1982 Stock Incentive Plan (filed as Exhibit (10)-I to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4105, and incorporated herein by reference).
(10)-g	Amendment to the 1982 Stock Incentive Plan (filed as Exhibit (10)-k to the company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4105, and incorporated herein by reference).
(10)-h	The 1987 Stock Incentive Plan (filed as Exhibit I.B to the company's Registration Statement on Form S-8, File No. 33-15439, and incorporated herein by reference).
(10)-I	Amendment to the 1987 Stock Incentive Plan (filed as Exhibit (10)-n to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4105, and incorporated herein by reference).
(10)-j	Amendment to the 1987 Stock Incentive Plan (filed as Exhibit (10)-n to the company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4105, and incorporated herein by reference).
(10)-k	Amended and restated Director Deferred Compensation Plan (filed as Exhibit (10)-bb to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996, File No.1-4105, and incorporated herein by reference).
(10)-l	Amended and restated Executive Deferred Compensation Plan (filed as Exhibit (10)-cc to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996, File No. 1-4105, and incorporated herein by reference) .
(10)-m	Retirement Benefit Restoration Plan (filed as Exhibit (10)-t to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4105, and incorporated herein by reference).
(10)-n	Annual Retainer Stock Plan for Non-Employee Directors (filed as Exhibit (10)-dd to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996, File No. 1-4105, and incorporated herein by reference).
(10)-o	Corporate Officer Separation Plan (filed as Exhibit (10)-v to the company's Annual Report on Form 10-K for the fiscal year ended December 27, 1997, File No. 1-4105, and incorporated herein by reference).
(10)-p	EVA Management Incentive Compensation Plan (filed as Exhibit (10)-w to the company's Annual Report on Form 10-K for the fiscal year ended December 27, 1997, File No. 1-4105, and incorporated herein by reference).
(10)-q	1998 Amendment to the Bausch & Lomb Incorporated 1990 Stock Incentive Plan (filed as Exhibit (10)-a to the company's Form 10-Q for the quarter ended June 27, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-r	Management Incentive Compensation Plan (filed as Exhibit (10)-b to the company's Form 10-Q for the quarter ended June 27, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-s	LTI Deferred Compensation Plan, as amended, effective December 8, 1998 (filed as Exhibit (10)-v to the company's Annual Report on Form 10-K for the fiscal year ended December 26, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-t	Amended and restated 1990 Stock Incentive Plan (filed as Exhibit (10)-u to the company's Annual Report on Form 10-K for the fiscal year ended December 25, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-u	Amendment to the Director Deferred Compensation Plan (filed as Exhibit (10)-v to the company's Annual Report on Form 10-K for the fiscal year ended December 25, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-v	Amendment to the Executive Deferred Compensation Plan (filed as Exhibit (10)-w to the company's Annual Report on Form 10-K for the fiscal year ended December 25, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-w	Amendment to the LTI Deferred Compensation Plan (filed as Exhibit (10)-x to the company's Annual Report on Form 10-K for the fiscal year ended December 25, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-x	Purchase Agreement between Bausch & Lomb Incorporated and Luxottica Group, S.p.A. dated April 28, 1999 (filed as Exhibit 2(a) to the company's Current Report on 8-K, dated July 12, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-y	Letter Agreement between Bausch & Lomb Incorporated and Luxottica Group S.p.A. dated June 25, 1999 (filed as Exhibit 2(b) to the company's Current Report on Form 8-K, dated July 12, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-z	Separation Agreement dated October 9, 2000 between Bausch & Lomb Incorporated and Carl E. Sassano, former President and Chief Operating Officer (filed as Exhibit 10-ee to the company's Form 10-Q for the quarter ended September 23, 2000, File No. 1-4105, and incorporated herein by reference).
(10)-aa	Recapitalization Agreement among Bausch & Lomb Incorporated, Endosafe, Inc., CRL Holdings, Inc., Charles River Laboratories, Inc., Charles River Spafas, Inc., Bausch & Lomb International, Inc., Wilmington Partners, L. P., Bausch & Lomb Canada, Inc., CRL Acquisition LLC and DLJ Merchant Banking Partners II, L. P. dated as of July 25, 1999, (filed as Exhibit 2(a) to the company's Current Report on Form 8-K, dated October 13, 1999, File No. 1-4105, and incorporated herein by reference)
(10)-bb	Amendment No. 1 to Recapitalization Agreement dated as of September 29, 1999 by and among Bausch & Lomb Incorporated and CRL Acquisition LLC (filed as Exhibit 2(b) to the company's Current Report on Form 8-K, dated October 13, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-cc	Investors' Agreement dated as of September 29, 1999 among CRL Holdings, Inc. and the several Stockholders from time to time parties hereto (filed as Exhibit 2(c) to the company's Current Report on Form 8-K, dated October 13, 1999, File No. 1-4105, and incorporated herein by reference).
(10)-dd	Master Terms and Conditions for Forward Equity Acquisition Transactions between Citibank, N.A. and Bausch & Lomb Incorporated, dated as of November 22, 2000 (filed herewith).
(10)-ee	Three-Year Credit Agreement, dated as of January 19, 2001, among Bausch & Lomb Incorporated and the initial lenders named therein and Citibank, N.A. and Salomon Smith Barney Inc. and Fleet National Bank and the Chase Manhattan Bank (filed herewith).
(11)	Statement Regarding Computation of Per Share Earnings (The section entitled "Earnings Per Share" on page 28 of the 1999 Annual Report is incorporated herein by reference).
(12)	Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed herewith).
(13)	The Bausch & Lomb 2000 Annual Report to Shareholders for the fiscal year ended December 30, 2000 (filed herewith). With the exception of the pages of the Annual Report specifically incorporated by reference herein, the Annual Report is not deemed to be filed as a part of this Report on Form 10-K.
(21)	Subsidiaries (filed herewith).
(23)	Report of Independent Accountants on Financial Statement Schedule and Consent of Independent Accountants (filed herewith).
(24)	Power of attorney with respect to the signatures of directors in this Report on Form 10-K (filed herewith).

EX-10

Exhibit 10-d
[Amended and Restated 1/1/01]

BAUSCH & LOMB INCORPORATED

SUPPLEMENTAL RETIREMENT INCOME PLAN III

ARTICLE ONE

Definitions

1.1	"Board" means the Board of Directors of Bausch & Lomb Incorporated.
1.2	"Code" means the Internal Revenue Code of 1986, as amended.
1.3	"Committee" means the Employee Benefits Administrative Committee as described in the Funded Plan.
1.4	"Company" means Bausch & Lomb Incorporated, and any subsidiary and/or affiliated corporation whose officers are eligible to participate in the Funded Plan.
1.5	"Compensation" means, for any calendar year, a Participant's total base salary and annual incentive bonus, if any, paid in each such year, prior to the reduction of any of such amounts which the Participant elects to contribute to any Company plans pursuant to Sections  401(k), 125 or 132(f) of the Code, or amounts a Participant contributes to any non-qualified deferred compensation plan of the Company. Compensation shall also include cycled severance pay received pursuant to a Company plan, even though a Participant may have resigned as an Officer as a condition to the receipt of such cycled severance pay.
1.6	"Effective Date" means August 1, 1992. The effective date of this restatement is January 1, 2001.
1.7	"Funded Plan" means the Bausch & Lomb Retirement Benefits Plan, also known as the Steady Growth Account (or any successor plan), as it may pertain to a particular Officer.
1.8	"Normal Retirement Date" and "Early Retirement Date" means the relevant dates specified in the Funded Plan.
1.9	"Officer" means any corporate officer of the Company.
1.10	"Participant" means an eligible Officer.
1.11	"Plan" means this Bausch & Lomb Supplemental Retirement Income Plan III.
1.12	"Supplemental Steady Growth Account" means the account maintained for a Participant in accordance with the provisions of Section 4.1.

ARTICLE TWO

Purpose of Plan

2.1 The purpose of this Plan is to provide a means to attract and retain key officers in essential management positions with the Company by affording such key officers an incentive, in terms of economic security, which is comparable to that offered by other prospective employers who are or may in the future be competing for their services.

ARTICLE THREE

Eligibility

3.1 Any Officer designated in the sole discretion of the Board, or its designee, shall be eligible to participate in this Plan, provided that no Officer shall be eligible unless he or she participates in the Funded Plan and does not have a vested benefit in the Bausch & Lomb Supplemental Retirement Income Plans I or II. However, no benefits will be payable under this Plan if the Officer should terminate employment with the Company prior to having qualified for a vested benefit under the terms of the Funded Plan.

ARTICLE FOUR

Benefits

4.1	A Participant's benefit under this Plan shall be the balance in his Supplemental Steady Growth Account. For this purpose, a Participant's Supplemental Steady Growth Account balance shall equal the sum of (1) the lump sum present value of the Participant's accrued benefit under this Plan on December 31, 2000, as determined by the Committee in accordance with the actuarial assumptions of the Funded Plan; (2) hypothetical contributions equal to five percent of his payroll period Compensation earned on and after January 1, 2001 while a Participant in this Plan; and (3) interest on the amounts under (1) and (2) in such amount and determined in accordance with such procedures as are used to credit interest to Steady Growth Accounts under the Funded Plan.
4.2	Participants are neither required nor permitted to make contributions to this Plan.
4.3	Except as otherwise expressly provided for in this Plan, benefits shall be paid in the same form of payment, at the same time and in all other respects in the same manner and with the same adjustments, if any, as the benefits that are payable to the Participant from the Funded Plan.
4.4	The benefits payable under this Plan shall be paid in cash by the Company out of its general assets. The Company may in its discretion establish a trust fund in which to place assets from which such benefits are to be paid on behalf of all or some Participants, as determined by the Committee in its sole discretion. Notwithstanding the creation of a trust, this Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA and the assets of such trust shall be subject to the claims of the Company's creditors in the event of the Company's insolvency. This Plan constitutes a mere promise by the Company to make benefit payments in the future and a Participant possesses only the status of an unsecured creditor of the Company regardless of the existence of any trust that may be established.
4.5	In the event of the Participant's death his accrued benefit determined under Section 4.1 shall be paid in a lump sum amount to his designated beneficiary.

ARTICLE FIVE

Administration

5.1	This Plan shall be administered by the Committee in accordance with its terms and purposes. As the Plan is intended to provide benefits that supplement Funded Plan benefits, to the extent any issue of interpretation or application arises under this Plan that is not adequately addressed by this Plan document, the Committee shall rely on the terms of the Funded Plan for guidance.
5.2	The Committee shall determine in its sole discretion, eligibility of officers to participate, eligibility for benefits and the amount of the benefits due each Participant from this Plan and shall cause benefits to be paid by the Company and/or trustee accordingly.
5.3	The Committee shall inform each Participant of any elections which the Participant may possess and shall record such choices along with such other information as may be necessary to administer the Plan.
5.4	The decisions made by and the actions taken by the Committee in the administration of this Plan shall be final and conclusive on all persons, and the members of the Committee shall not be subject to individual liability with respect to this Plan.

ARTICLE SIX

Amendment and Termination

6.1	While the Company intends to maintain this Plan for as long as necessary, the Board (or the Committee on Management acting on its behalf) reserves the right to amend and/or terminate it at any time for whatever reasons it may deem appropriate.
6.2	Notwithstanding the preceding Section, however, the Company hereby makes a contractual commitment to pay the benefits accrued under this Plan prior to any such termination or amendment to the extent it is financially capable of meeting such obligation.

ARTICLE SEVEN

Miscellaneous

7.1	Nothing contained in this Plan shall be construed as a contract of employment between the Company and a Participant, or as a right of any Participant to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Officers, with or without cause.
7.2	A Participant's rights to benefit payments under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant's beneficiary.

ARTICLE EIGHT

Change of Control

8.1	Upon a Change of Control (as defined below), each Participant shall be fully vested in the benefit, if any, set forth in Article Four, regardless of whether the Participant has become vested in accordance with Section 3.1. Such benefit shall be paid within 15 days following the Change of Control.
8.2	Any benefit so paid shall reduce and be offset against any benefit required to be paid under this Plan subsequent to the payment of the benefit under Section 8.1 assuming such subsequent benefit is otherwise calculated without regard to the prior payment under Section 8.1 (such offset to be determined on an equivalent actuarial basis using the same actuarial assumptions used in calculating such subsequent benefit). The Plan and any associated trust, if any, shall continue in effect and survive any Change of Control and any successor to the Company shall assume the obligations of the Company and the Plan.
8.3	A "Change of Control" shall mean:

A.	The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of paragraph C of this Section 8.3 are satisfied; or
B.	Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened elected contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
C.	Approval by the shareholders of the Company of a reorganization, merger, binding share exchange or consolidation, in each case, unless, following such reorganization, merger, binding share exchange or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, or the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, binding share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, binding share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, binding share exchange or consolidation; or
D.	Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all of substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (a) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, or the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (c) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.
IN WITNESS WHEREOF, the Company has caused this restated Plan document to be executed by its duly authorized officer this ____ day of __________, 2001.

BAUSCH & LOMB INCORPORATED

By_______________________________________

Title______________________________________

EX-10

Exhibit 10-dd

EXECUTION VERSION

MASTER TERMS AND CONDITIONS FOR FORWARD EQUITY ACQUISITION
TRANSACTIONS BETWEEN CITIBANK, N.A. AND BAUSCH & LOMB INCORPORATED

The purpose of this Master Terms and Conditions for Forward Equity Acquisition Transactions (the "Master Confirmation"), dated as of November 22, 2000, is to set forth certain terms and conditions for forward equity acquisition transactions that Bausch & Lomb Incorporated ("Counterparty") will enter into with Citibank, N.A. ("Citibank"). Each such transaction (a "Transaction") entered into between Citibank and Counterparty that is to be subject to this Master Confirmation shall be evidenced by a written confirmation substantially in the form of Exhibit A hereto, with such modifications thereto as to which Counterparty and Citibank mutually agree (a "Confirmation"). This Master Confirmation and each Confirmation together constitute a "Confirmation" as referred to in the Agreement specified below.

1.	The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Master Confirmation. In the event of any inconsistency between those definitions and provisions and this Master Confirmation, this Master Confirmation will govern. In the event of any inconsistency between the definitions and provisions of the Definitions and this Master Confirmation, on the one hand, and a Confirmation, on the other hand, the Confirmation will govern. With respect to a Transaction, capitalized terms used herein that are not otherwise defined shall have the meaning assigned to them in the Confirmation relating to such Transaction.
2.	This Master Confirmation supplements, forms a part of, and is subject to, the Interest Rate and Currency Exchange Agreement dated as of May 1, 1989 (the "Agreement") between you and us, as amended from time to time. All provisions contained in the Agreement shall govern this Master Confirmation except as expressly modified below. For the purposes of the Agreement, references to "Transaction" herein shall be deemed to be "Swap Transaction".
3.	Each Transaction to which a Confirmation relates is a forward equity acquisition transaction, the terms of which include:
4.	General Definitions

Business Day:	means a day (other than a Saturday or a Sunday) on which commercial banks generally are open for business in New York City.
Carrying Rate:	means on any day with respect to any Tranche Amount (i) until but not including the Initial Reset Date specified in the applicable Confirmation, the Tranche Initial Funding Rate for that Tranche Amount plus the Carrying Spread specified in the applicable Confirmation and (ii) during each period thereafter, LIBOR determined as of the beginning of such period plus the Carrying Spread specified in the applicable Confirmation.
Closing Price:	means, with respect to a Trading Day, the closing price per Common Share on the Principal Market on such day as reported by Bloomberg L.P. ("Bloomberg") or (A) if such price is not reported by Bloomberg, then as reported by such other recognized source selected by Citibank on the relevant day or (B) if the Common Shares cease to be listed on a national securities exchange or included in a quotation system, then the price as determined by Citibank in a commercially reasonable manner.
Common Shares:	means shares of Counterparty's common stock, par value $0.40 per share.
Designated Citibank Affiliate:	means one or more affiliates of Citibank, wholly-owned, directly or indirectly, by Citigroup (or any successor thereto) (or to the extent that Citibank does not designate such an affiliate as permitted under paragraph 9(j) (" Transfer"), Designated Citibank Affiliate means Citibank).
LIBOR:	means the rate per annum for U.S. dollar LIBOR (determined on the basis of the actual number of days elapsed over a 360-day year) for the appropriate reference period, as determined by Citibank, appearing (except as provided in the following sentence) on Telerate Page 3750 or any replacement of that page, two London business days prior to the start of a relevant period, provided that if the rate cannot be so determined, it shall be determined as if USD-LIBOR-Reference Banks (as defined in the 1991 ISDA Definitions (and supplemented by the 1998 Supplement) as published by ISDA) had been specified for purposes of determining the rate. If the relevant period is one week or less, the reference period shall be one week, and the rate shall be as specified on Reuters Screen LIBO Page. LIBOR shall otherwise be determined by linear interpolation if the relevant period does not correspond exactly to a period for which rates appear on Telerate Page 3750 or its replacement. Except for the period ending on the Maturity Date or unless the parties otherwise agree, the relevant period for determining LIBOR shall be three months.
Principal Market:	means New York Stock Exchange or the principal national securities exchange or quotation system on which the Common Shares may be listed or otherwise included in the future should they cease to be quoted on such exchange or quotation system. All references to closing prices for the Common Shares shall be to such prices on the Principal Market, except in the case of sales on a private placement basis pursuant to paragraph 6(f) ("Registration Failure").
Share Cap:	means, as of any date of determination with respect to a Transaction, the Initial Cap for such Transaction specified in the applicable Confirmation minus the net number of shares of the Shares delivered by Counterparty to the Designated Citibank Affiliate in respect of such Transaction on or prior to such date plus the net number of shares of the Shares delivered by the Designated Citibank Affiliate to Counterparty in respect of such Transaction on or prior to such date minus the portion of such Share Cap allocated on or prior to such date to other Transactions between the parties pursuant to the following proviso or a similar provision in other transactions (in each case subject to adjustment pursuant to paragraph 8(c) ("Adjustment Events")); provided, however, that Citibank may, in connection with a Transaction for which the Share Cap is insufficient to permit complete settlement of such Transaction, allocate additional Common Shares to the Share Cap for such Transaction from (i) the then applicable Share Caps of one or more other outstanding Transactions hereunder and (ii) the then applicable Share Caps (however described), if any, of all other outstanding transactions (including, without limitation, options) relating to Common Shares entered into between Counterparty and Citibank on or prior to the date of such allocation, notwithstanding anything to the contrary in such other transactions, in the case of both (i) and (ii) as determined by Citibank in its discretion.
Trading Day:	means a day on which the Principal Market is open for trading.

5. Initiation of a Transaction; Increasing Transaction Amount; Fees:

(a)

Initiation of a Transaction. From time to time, Citibank may (but shall not be obligated to) agree to initiate a Transaction at Counterparty's request. Counterparty shall specify in its request for a new Transaction a proposed Trade Date, Initial Reset Date and Maturity Date for such Transaction. As promptly as practicable following the agreement to initiate a new Transaction, Citibank shall send Counterparty a Confirmation which shall include the Trade Date, Initial Reset Date, Notice Date, Optional Unwind Date, Maturity Date, Carrying Spread, Tranche Fee Rate, Structuring Fee Amount and Initial Cap to which the parties have agreed. Counterparty shall promptly either (i) sign such Confirmation indicating agreement thereto and return it to Citibank or (ii) notify Citibank of any disagreement with respect to the Confirmation.

(b)

Increasing Transaction Amount. Except as hereinafter provided, on any Trading Day (including the Trade Date) prior to the Initial Reset Date specified in the applicable Confirmation, Counterparty and Citibank may agree to increase the number of shares of the Common Shares under such Transaction. As used herein, "Tranche Date" means, with respect to a Transaction, each Trading Day (including, if applicable, the Trade Date) on which Common Shares are added to such Transaction in accordance with this paragraph (b) and "Tranche Amount" means, for each Tranche Date, the number of shares of the Shares added to such Transaction on such date multiplied by the Tranche Price Per Share (as defined below) for such date. Citibank agrees that it will not unreasonably reject any request by Counterparty for a Tranche Amount, provided that (i) at any time, the sum of the Outstanding Aggregate Amounts (as defined below) for all Transactions and the Other Transaction Amounts for all Other Equity Transactions shall not exceed $80 million, (ii) at any time, the sum of the aggregate numbers of Common Shares specified or to be specified on Schedule A for all Transactions and the number of shares of the Shares underlying all Other Equity Transactions shall not exceed 2.0 million (subject to adjustment pursuant to paragraph 8(c) ("Adjustment Events")), (iii) Citibank may postpone a request in its absolute discretion for up to five Trading Days and (iv) a Tranche Amount may not be accumulated for more than one Transaction on a single day.

WHERE:

"Other Equity Transaction" means any outstanding put option purchased by Citibank from Counterparty with respect to Common Shares.

"Other Transaction Amount" means, with respect to any Other Equity Transaction, a dollar amount equal to the number of shares of the Shares underlying such Other Equity Transaction multiplied by the strike price as defined therein.

(c)	Outstanding Aggregate Amount. The term "Outstanding Aggregate Amount" means, in respect of a Transaction as of any date of determination, a dollar amount equal to the sum of all original Tranche Amounts for such Transaction minus the sum of the Daily Delivery Amounts for each related Delivery Date (each as defined in paragraph 6) occurring prior to such date.
(d)	Procedure for Updating Schedule A. As promptly as practicable following any Tranche Date, Citibank and Counterparty shall update Schedule A to the applicable Confirmation using the following procedure. Citibank shall send Counterparty a revised Schedule A which shall include the price per Common Share (the "Tranche Price Per Share") determined on the Tranche Date and the rate to be used to calculate the funding cost to the Initial Reset Date specified in the applicable Confirmation (the "Tranche Initial Funding Rate") to which the parties have agreed for the related Tranche Amount. The Tranche Price Per Share shall include an amount equal to the Tranche Fee Rate specified in the applicable Confirmation. Counterparty shall promptly either (i) sign such revised Schedule A indicating agreement to Citibank's revisions thereof and return it to Citibank or (ii) notify Citibank of any disagreement with respect to Citibank's revisions to Schedule A.
(e)	Fees. By the third Trading Day following the Trade Date for a Transaction, Counterparty shall pay to Citibank a fee equal to the Structuring Fee Amount, if any, specified in the applicable Confirmation.
(f)	Suspension of Transactions. Notwithstanding anything to the contrary set forth in this paragraph 5, the obligation of Citibank to accumulate additional Tranche Amounts shall be suspended on any date when (i) a Share Price Event, Credit Event, Registration Event or Partial Termination Event (each as defined in paragraphs 7 or 10) has occurred on or before such date or would occur as a result of such accumulation or (ii) an Event of Default, Potential Event of Default or Termination Event with this Transaction as an Affected Transaction has occurred and is continuing or would occur as a result of such accumulation.

6 Unwind Period Settlement Obligations:

(a)	Counterparty Unwind Period Settlement Option. Counterparty shall be entitled to elect by timely written notice to Citibank whether settlement of the parties' respective obligations for a particular Unwind Period shall be by (i) "Full Physical Settlement," (ii) "Net Share Settlement" or (iii) "Net Cash Settlement" (or if Counterparty fails to so elect, it shall be deemed to have elected Full Physical Settlement). If Counterparty elects Full Physical Settlement, Counterparty shall notify Citibank of such election not less than five Trading Days prior to the commencement of the relevant Unwind Period, unless Citibank agrees to a shorter notice period. If Counterparty elects Net Share Settlement or Net Cash Settlement, Counterparty shall notify Citibank of such election not less than twenty Trading Days prior to the commencement of the relevant Unwind Period. The methods for determining the beginning and length of the "Unwind Period" for a "Maturity Termination" as well as for a "Share Price Event," a "Credit Event," an "Optional Unwind" and a "Partial Termination Event" are set forth in paragraph 7.
(b)	Full Physical Settlement. If Counterparty elects or is deemed to have elected Full Physical Settlement with respect to an Unwind Period, on each Delivery Date in such Unwind Period, the Designated Citibank Affiliate shall deliver to Counterparty a number of shares of the Shares equal to the Citibank Share Amount for such Delivery Date against payment by Counterparty to the Designated Citibank Affiliate of cash equal to the Forward Amount for such Delivery Date.
(c)	Net Share Settlement. If Counterparty elects Net Share Settlement with respect to an Unwind Period, on each Delivery Date in such Unwind Period, (i) the Designated Citibank Affiliate shall deliver to Counterparty a number of shares of the Shares equal to the Citibank Share Amount for such Delivery Date against payment by Counterparty to the Designated Citibank Affiliate of cash equal to the Forward Amount for such Delivery Date and (ii) Counterparty shall deliver to the Designated Citibank Affiliate a number of shares of the Shares equal to the Forward Amount for such Delivery Date divided by the Determination Price for such Delivery Date (the "Counterparty Share Amount") against payment by the Designated Citibank Affiliate to Counterparty of cash equal to the Forward Amount for such Delivery Date (the Citibank Share Amount minus the Counterparty Share Amount is referred to herein as the "Net Share Amount"); provided, however, that in no event shall Counterparty be required to deliver to the Designated Citibank Affiliate a net number of shares of the Shares pursuant to this provision that exceeds the then applicable Share Cap; and provided, further, that Counterparty may not elect Net Share Settlement if Counterparty is in breach or violation of the provisions of paragraph 10(c) ("Securities Laws and Registration - Registration Statement").
(d)	Net Cash Settlement. If Counterparty elects Net Cash Settlement with respect to an Unwind Period and subject to Section 6(f) ("Registration Failure"), on each Delivery Date in such Unwind Period, (i) if the Net Share Amount is positive, the Designated Citibank Affiliate shall pay to Counterparty an amount equal to the Net Share Amount multiplied by the Determination Price for such Delivery Date and (ii) if the Net Share Amount is negative, Counterparty shall pay to the Designated Citibank Affiliate an amount equal to the absolute value of the Net Share Amount multiplied by the Determination Price for such Delivery Date; provided that Counterparty may not elect Net Cash Settlement unless Counterparty has been able to complete the actions contemplated in paragraph 10(c) ("Securities Laws and Registration - Registration Statement") and paragraph 10(e) ("Securities Laws and Registration - Due Diligence") (without regard to whether any non-compliance was within the control of Counterparty) and the representations contained in paragraph 10(d) ("Securities Laws and Registration - Representations") are correct and not misleading in any material respect.

WHERE:

"Citibank Share Amount" means, for any Delivery Date, the Daily Delivery Amount for such Delivery Date divided by the weighted average of the Tranche Prices Per Share for each Tranche Amount included in such Daily Delivery Amount.

"Daily Delivery Amount" means, for any Delivery Date, the portion of the Outstanding Aggregate Amount subject to the related Unwind Period divided by the number of Unwind Period Days for such Unwind Period (each determined in accordance with paragraph 7). Tranche Amounts shall be allocated to the Daily Delivery Amount for any Delivery Date as reasonably determined by Citibank.

"Forward Amount" means, for any Delivery Date, a dollar amount equal to (i) the Daily Delivery Amount for such Delivery Date plus (ii) Carrying Costs for such Delivery Date minus (iii) Actual Dividends for such Daily Delivery Amount (subject to provisions of Section 7(b) ("Optional Unwind")).

"Delivery Date" means, in respect of each Unwind Period Day, the third Trading Day after such Unwind Period Day.

"Unwind Period Day" means each Trading Day in an Unwind Period.

"Carrying Costs" means, for any Delivery Date and subject to paragraph 9(g) ("Funding Cost Adjustment"), an amount equal to interest on the Daily Delivery Amount for such Delivery Date at the applicable Carrying Rate, compounded periodically each time LIBOR is reset on an actual/360 basis, for the period from and including the third Trading Day after the Tranche Date for each Tranche Amount included in such Daily Delivery Amount to but excluding such Delivery Date.

"Actual Dividends" means, for any Delivery Date, the amount of all dividends (other than dividends resulting in an adjustment pursuant to paragraph 8(c) ("Adjustment Events") or transferred to Counterparty pursuant to paragraph 9(h) ("Certain Dividends")) paid before the day on which the Unwind Period commences to which a holder of a number of shares of the Shares equal to the (i) applicable Daily Delivery Amount (or portion thereof) outstanding on the applicable ex-dividend date divided by (ii) the weighted average of the Tranche Prices Per Share for each Tranche Amount included in such Daily Delivery Amount (or portion thereof) would be entitled. Actual Dividends also include the interest on such dividends calculated at a LIBOR flat rate.

"Determination Price" means, (i) for any Delivery Date where Counterparty has elected Net Cash Settlement, the Closing Price (net of brokerage costs), and (ii) for any Delivery Date where Counterparty has elected Net Share Settlement, the weighted average price at which Citibank or the Designated Citibank Affiliate sells Common Shares (net of brokerage costs) on the relevant Unwind Period Day of a value equal to the Forward Amount for such Delivery Date. To the extent Citibank or the Designated Citibank Affiliate does not sell Common Shares of such value, the Closing Price shall be used in the calculation of the weighted average price for that remaining value.

(e)  Final Dividend Amount. In connection with each Unwind Period, Citibank shall transfer to Counterparty, promptly after the related dividend payment date and in the same form in which the dividend was made, the amount of all dividends (other than dividends resulting in an adjustment pursuant to paragraph 8(c) ("Adjustment Events")) with an ex-dividend date on or before the last Trading Day in such Unwind Period and a dividend payment date on or after the first Trading Day in such Unwind Period to which a holder of a number of shares of the Shares equal to the Remaining Share Amount on the applicable ex-dividend date would be entitled.

WHERE:

"Remaining Share Amount" means, for any ex-dividend date, (i) the portion of the Outstanding Aggregate Amount that is the subject of the Unwind Period (determined in accordance with paragraph 7) outstanding on such ex-dividend date divided by the weighted average of the Tranche Prices Per Share for each Tranche Amount included in such portion of the Outstanding Aggregate Amount minus (ii) the Citibank Share Amount for each Delivery Date with a related Unwind Period Day occurring on or before such ex-dividend date.

(f) Registration Failure. If Counterparty is for any reason unable to have an effective Registration Statement and Prospectus available for use by Citibank on a Trading Day during an Unwind Period as contemplated in paragraph 10(c) ("Securities Laws and Registration-Registration Statement") or complete the other actions contemplated in paragraph 10(c) and paragraph 10(e) ("Securities Laws and Registration-Due Diligence") (in either case determined without regard to whether the cause is not within the control of Counterparty) or Counterparty's representations contained in paragraph 10(d) ("Securities Laws and Registration-Representations") are incorrect or misleading in any material respect,

(i)	Counterparty shall immediately notify Citibank thereof;
(ii)	(A) Citibank shall be entitled to cease selling shares of the Shares pursuant to the Registration Statement; and (B) if the Registration Statement is not effective on such date or a stop order suspending the effectiveness of the Registration Statement has been issued or proceedings for that purpose have been instituted or threatened, or if the representations and warranties contained in paragraph 10(d) ("Securities Laws and Registration-Representations") are not true and correct or if the Registration Statement or Prospectus is otherwise legally inappropriate for use by Citibank (or its Affiliates) under the Act in the judgment of Counterparty or Citibank, and in any such case Counterparty or Citibank so notifies the other party, Citibank shall cease selling shares of the Shares pursuant to the Registration Statement; and
(iii)	if Citibank ceases selling Common Shares pursuant to the Registration Statement pursuant to clause (ii), Counterparty shall promptly, at its election, in connection with a Delivery Date, (A) effect Full Physical Settlement or (B)  alternatively, but only with respect to an Unwind Period where the Seller elected Net Share Settlement (unless otherwise agreed by Citibank), direct Citibank and its Affiliates, in their discretion, (or absent any such election by Counterparty, Citibank and its Affiliates shall be entitled) to sell Common Shares used to hedge this Transaction or Common Shares received from Counterparty hereunder (including pursuant to this clause (iii)) on a private placement basis in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder (a "Private Sale"); provided that if subclause (B) applies, Counterparty shall continue to be obligated to perform its obligations under paragraph 10(e) ("Securities Laws and Registration-Due Diligence") of this Master Confirmation. If Common Shares are so sold, Counterparty shall (A) with respect to an Unwind Period where Counterparty elected Net Cash Settlement, pay to Citibank an amount in US Dollars so that the aggregate proceeds realized from such Private Sale (net of brokerage costs) (the "Initial Sale Proceeds") plus such amount of cash is equal to the Forward Amount for such Delivery Date or (B) with respect to an Unwind Period where Counterparty elected Net Share Settlement (or as otherwise agreed by Citibank) deliver to the Designated Citibank Affiliate, promptly upon request from Citibank, the number of shares of the Shares Citibank reasonably determines, based upon Citibank's anticipated sales of Common Shares on a private placement basis, would be adequate to realize actual proceeds (net of brokerage costs) equal to the Forward Amount for such Delivery Date less the Initial Sale Proceeds, and Counterparty's obligation to deliver Common Shares under this clause (iii) shall be a continuing one until Citibank or its Affiliates have received actual proceeds (net of brokerage costs) equal to the Forward Amount for such Delivery Date less the Initial Sale Proceeds; provided that in no event shall Counterparty be required to deliver a number of shares of the Shares that exceeds the then applicable Share Cap. In the case of subclause (B), Counterparty will be deemed to have represented that each of its filings under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other applicable securities laws that are required to be filed on or prior to any sales hereunder have been filed and that, as of the dates thereof there is and, as of each day on which Citibank or its affiliates sell Common Shares pursuant to this clause (iii), as supplemented by any information provided by Counterparty to Citibank, there will be no misstatement of material fact or omission of a material fact necessary to make the statements, therein, in light of the circumstances under which they were made, not misleading. Citibank and its affiliates shall be entitled to disclose any material non-public information regarding Counterparty in their possession to prospective purchasers in such a private placement, provided that any such purchaser agrees with Citibank to maintain such information on a confidential basis.

7. Unwind Periods:

(a)	Maturity Termination. By the close of business in New York on the Notice Date specified in the applicable Confirmation, Counterparty shall propose to Citibank a Trading Day on which the Unwind Period ending on the Maturity Date specified in the applicable Confirmation will commence, such that the length of such Unwind Period is from 1 to 40 consecutive Trading Days inclusive (a "Maturity Termination"). If Citibank does not agree with Counterparty's proposal, the parties shall negotiate in good faith and, in the event the parties cannot agree by the tenth Business Day after the Notice Date, the Unwind Period shall commence on a Trading Day determined by Citibank such that the expected number of Trading Days in the Unwind Period ending on the Maturity Date shall be 20. An Unwind Period will commence on such Trading Day with respect to the entire Outstanding Aggregate Amount.
(b)	Optional Unwind. At any time, Counterparty (i) may notify Citibank of its desire to effect a settlement with respect to any portion or all of the Outstanding Aggregate Amount for any one or more Transactions having a Notice Date (as specified in the applicable Confirmation) after the proposed Unwind Period commencement date over such number of Trading Days, from 1 to 40 consecutive Trading Days inclusive, as Counterparty may determine (an "Optional Unwind") and (ii) shall include in such notice an irrevocable indication of its election pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"). Citibank shall not unreasonably reject the proposed portion of such Outstanding Aggregate Amount, Unwind Period length or commencement date of the Unwind Period relating to such Optional Unwind; provided that unless Counterparty has elected Full Physical Settlement pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"), the Unwind Period shall commence at least twenty Trading Days after Counterparty gives notice of its desire to effect an Optional Unwind. If any such term is not reasonably acceptable to Citibank, the parties shall negotiate in good faith to modify the proposed term, provided that if the parties cannot agree regarding the Unwind Period length, the number of Trading Days in the Unwind Period shall be 20. Citibank shall allocate the portion of the Outstanding Aggregate Amount that is to be the subject of the Unwind Period to one or more Transactions having a Notice Date after the Unwind Period commencement date as it determines appropriate. If the first Trading Day in the Unwind Period is before the Optional Unwind Date, if any, specified in the applicable Confirmation, Counterparty shall pay Citibank by the second Business Day following such Trading Day an amount equal to the present value (calculated by Citibank using a discount rate equal to LIBOR minus 0.125% per annum) of the Carrying Spread that would have been earned on the portion of the Outstanding Aggregate Amount subject to such Optional Unwind had it remained outstanding through such date, or Counterparty may elect to increase the applicable Forward Amount for the related Delivery Date by such amount.
(c)	Share Price Event. A "Share Price Event" shall occur with respect to a Transaction if the Closing Price on any Trading Day is equal to or less than the Share Price Trigger for such Transaction (subject to adjustment pursuant to paragraph 8(c) ("Adjustment Events")). Upon or after the occurrence of a Share Price Event, Citibank shall be entitled to commence an Unwind Period with respect to the entire Outstanding Aggregate Amount. Such Unwind Period shall commence on a Trading Day and end on and include a Trading Day, each as designated by Citibank. At the option of Citibank, any Unwind Period that had commenced prior to the start of the Unwind Period for such Share Price Event and not terminated shall terminate on the Trading Day prior to the start of the Unwind Period for such Share Price Event.

WHERE:

"Share Price Trigger" means, with respect to a Transaction as of any date of determination, unless otherwise specified in the Confirmation for such Transaction, the greater of $24 per share and 55% multiplied by the weighted average of the Tranche Prices Per Share for each Tranche Amount for such Transaction accumulated on or prior to such date.

(d)

Credit Event. A "Credit Event" shall occur if Counterparty's unsecured and unsubordinated long-term debt rating (not supported by third party credit enhancement), if any, falls below BBB- by Standard & Poor's Ratings Services (including its successors, "S&P"), or below Baa3 by Moody's Investors Service, Inc. (including its successors, "Moody's") or if S&P and Moody's have ceased providing such ratings. Upon the occurrence and continuation of a Credit Event, Citibank shall be entitled to commence an Unwind Period with respect to the entire Outstanding Aggregate Amount. Such Unwind Period shall commence on a Trading Day and end on and include a Trading Day, each as designated by Citibank. At the option of Citibank, any Unwind Period that had commenced prior to the start of the Unwind Period for such Credit Event and not terminated shall terminate on the Trading Day prior to the start of the Unwind Period for such Credit Event.

(e)

Partial Termination Event. A "Partial Termination Event" shall occur if on any day the Transaction Equity for such day exceeds 4.9% of the number of outstanding Common Shares on such day determined on an aggregate basis for all outstanding Transactions. Upon or after the occurrence of a Partial Termination Event, Citibank shall be entitled to commence an Unwind Period with respect to a portion of the Outstanding Aggregate Amount for all Transactions equal to the amount determined by Citibank so that after completion of the Unwind Period related to the Partial Termination Event, the Transaction Equity would not exceed 4.9% of the number of outstanding Common Shares determined on an aggregate basis for all outstanding Transactions. Citibank shall allocate the portion of such Outstanding Aggregate Amount that is to be the subject of the Unwind Period to one or more Transactions as it determines appropriate. Such Unwind Period shall commence on a Trading Day and end on and include a Trading Day, each as designated by Citibank. At the option of Citibank upon notice to Counterparty, an Unwind Period that has commenced with respect to a Transaction shall terminate on the Trading Day prior to the start of the Unwind Period for such Partial Termination Event.

WHERE:

"Transaction Equity" means, with respect to any day, a number of shares of the Shares equal to the sum of (i) the Counterparty Share Amount for such day (determined using the Closing Price for such day and assuming an Unwind Period of one day) and (ii) the number of shares of the Shares held by Citibank or its affiliates on such day to hedge other transactions with Counterparty as counterparty.

(f)

Suspension of Unwind Period. Counterparty may, by notice to Citibank by 8:30 a.m. New York time on any Trading Day, suspend an Unwind Period for up to 20 days in the aggregate in connection with an Optional Unwind or Maturity Termination, based on the advice of counsel respecting applicable federal securities laws that such Unwind Period should be suspended; provided that a suspension of an Unwind Period may not exceed 5 days in the aggregate upon the occurrence of a Share Price Event or Credit Event or Termination Event where Counterparty is the Affected Party or Event of Default where Counterparty is the Defaulting Party. As promptly as practicable after such suspension, Citibank will adjust any term of this Transaction relating to an Unwind Period, Maturity Date or other Trading Day or otherwise to the extent appropriate to effectuate the fundamental economic terms of this Transaction.

(g)

Unwind Periods in Effect. For purposes of "Optional Unwind" and "Maturity Termination," and unless Citibank (in the case of "Share Price Event," "Credit Event" or "Partial Termination Event") elects to terminate an Unwind Period in effect in accordance with the last sentence of such paragraphs, any Daily Delivery Amount for which an Unwind Period is in effect shall be deemed not outstanding for purposes of determining the Outstanding Aggregate Amount to be subject to such an Unwind Period.

8. Disruptions and Adjustments:

(a)	Market Disruption Events. If on any day that would otherwise be a Trading Day Citibank reasonably determines that there has been a material suspension or material limitation of trading in the Common Shares on the Principal Market, or that trading in securities in general on the Principal Market has been materially suspended or materially limited (a "Market Disruption Event"), then that day shall be deemed not to be a Trading Day (in whole or in part), and the next Trading Day shall be postponed to the first succeeding Trading Day on which, in Citibank's determination, there is no Market Disruption Event. As promptly as practicable after the occurrence of a Market Disruption Event, Citibank will adjust any term of an affected Transaction relating to an Unwind Period, Maturity Date or other Trading Day or otherwise to the extent appropriate to effectuate the fundamental economic terms of such affected Transaction.
(b)	Disruption of Settlement. If on any date there occurs an event beyond the control of the parties as a result of which The Depository Trust Company or any successor depository cannot effect a transfer of the Common Shares pursuant to this Transaction, the party obligated to deliver the Common Shares shall use its reasonable best efforts to cause the Common Shares to be delivered as promptly as practicable to the other party in any commercially reasonable manner. Each party agrees that if delivery of the Common Shares on any Delivery Date is subject to any restriction imposed by a regulatory authority, the parties will negotiate in good faith a procedure to effect settlement of such Common Shares in a manner that complies with any relevant rules of such regulatory authority.
(c)	Adjustment Events. In the event of (i) a subdivision, consolidation or reclassification of the Common Shares into a different number or kind of shares of stock of Counterparty, (ii) a dividend on the Common Shares paid in Common Shares, (iii) a merger or other transaction whereby the outstanding Common Shares are exchanged for another class of securities, or securities of another issuer, or (iv) any other similar event (an "Adjustment Event"), then in each case, Citibank shall make appropriate adjustments to the terms of an affected Transaction, and/or amend the definition of Common Shares or Share Price Event, such that the fundamental economic terms of such affected Transaction are equivalent to those in effect immediately prior to the Adjustment Event.

9. Miscellaneous:

(a) Early Termination. The parties agree that clause (b) of the definition of Settlement Amount shall apply with respect to each Transaction as if a Market Quotation for each Transaction could not be determined. The parties further agree that for purposes of calculating Citibank's Loss under Section 6(d) and (e) of the Agreement in connection with any Transaction under this Master Confirmation (each such Transaction a "Specified Forward Transaction"), Citibank and its affiliates shall dispose of any Common Shares used to hedge such Transactions over a period consisting of (i) in the case of an Early Termination Date resulting from an Event of Default, any number of Trading Days as Citibank may determine and (ii) in the case of an Early Termination Date resulting from a Termination Event, any number of Trading Days as Citibank may determine and to which Counterparty shall not unreasonably object. If the Loss amount determined with respect to any Specified Forward Transaction is an amount owing to Citibank (the "Citibank Loss Amount"), Counterparty may elect to deliver a number of shares of the Shares to Citibank in lieu of the Citibank Loss Amount, in accordance with the following provisions:

(i)	the Citibank Loss Amount shall not be considered in determining any calculation, payment or delivery relating to the parties' other Transactions under Section 6(e) of the Agreement;
(ii)	the Citibank Loss Amount will be deemed to include (to the extent permitted under applicable law and to the extent not already included in calculating the Citibank Loss Amount) interest thereon (before as well as after judgment) in USD from (and including) the Early Termination Date to (but excluding) the date that Citibank realizes actual net proceeds equal to such Citibank Loss Amount, or portion thereof, at the applicable Carrying Rate. Such interest will be calculated on the basis of daily compounding, the Fed Funds rate as quoted by Bloomberg, L.P. and the actual number of days elapsed;
(iii)	Counterparty shall deliver promptly upon request the number of shares of the Shares Citibank reasonably initially determines is adequate to realize actual proceeds (net of brokerage costs) upon resale equal to the Citibank Loss Amount. Citibank shall sell for cash such Common Shares and Counterparty shall be obligated to deliver additional Common Shares to Citibank until Citibank or its affiliates have realized actual cash proceeds (net of brokerage costs) equal to the Citibank Loss Amount (including any additional amounts determined pursuant to clause (ii) above) plus any additional amounts due; provided that in no event shall Counterparty be required to deliver a number of shares of the Shares that exceeds the then applicable Share Cap. Citibank and its affiliates shall be entitled to the benefit of, and such sales shall be subject to, the relevant provisions of the Master Confirmation applicable to the delivery and resale of Common Shares, including but not limited to paragraphs 6(f), 9(d), 9(i), 10(a), 10(c), 10(d), 10(e), and 11 (to the extent applicable and which shall be deemed to be modified to conform to the procedures set forth herein); provided that any failure to perform by Counterparty shall not limit Citibank's right to effect a sale of such Common Shares as provided hereunder; and
(iv)	notwithstanding the foregoing, Counterparty may satisfy its remaining obligations hereunder with respect to Specified Forward Transactions in cash in lieu of Common Shares at any time.

(b)	Set-Off and Netting. The provisions in the Schedule to the Agreement titled "Set-Off" and "Netting" shall not apply with respect to a Transaction and Citibank agrees not to set-off or net amounts due from Counterparty with respect to a Transaction against amounts due from Citibank to Counterparty under other obligations. Section 2(c) of the Agreement as it applies to payments due with respect to the same Transaction and Section 9(c) below shall remain in effect and is not subject to the first sentence of this clause (b).
(c)	Netting of Obligations; Rounding. The respective Common Share delivery and cash payment obligations on any day of Counterparty, on the one hand, and Citibank and the Designated Citibank Affiliate, on the other hand, whether under a single or multiple Transactions, shall be netted. The net Common Shares delivery obligation of either party shall be rounded down to the nearest number of whole shares, such that neither party shall be required to deliver any fractional shares.
(d)	Agreement regarding Common Shares. Each party agrees with the other that, in respect of any Common Shares delivered to the other party, (i) in the case of Citibank, the Designated Citibank Affiliate will, at the time of delivery, be the legal and beneficial owner thereof, free of liens and other encumbrances (which does not include transfer restrictions under securities laws and the terms hereof), and (ii) in the case of Counterparty, such shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, and subject to no adverse claims of any other party other than transfer restrictions under securities laws permitted under the terms hereof.
(e)	Default Expenses. If a party defaults in the performance of any obligation required to be settled by delivery, it will indemnify the other party on demand, in accordance with the practice of the Principal Market for the Common Shares, for any reasonable costs, losses or expenses (including the costs of borrowing Common Shares, if applicable) resulting from such default. A certificate signed by the deliveree setting out such costs, losses or expenses in reasonable detail shall be conclusive evidence that they have been incurred, absent bad faith or manifest error. Such additional amounts may, at Counterparty's option, be paid in U.S. dollars or be satisfied by transfer of a number of shares of the Shares having an equivalent value; provided, however, that Counterparty shall be entitled to satisfy such obligation by transfer of Common Shares only if it provides 20 days' notice of its intent to do so within 2 Business Days after receipt of such certificate referred to above from Citibank and complies with its obligations and makes the representations set forth in paragraph 10 ("Securities Laws and Registration") as if such transfer were in connection with Transfer Date to which Net Share Settlement or Net Cash Settlement applied for purposes of paragraph 6(a) ("Counterparty Unwind Period Settlement Option"); provided, further, that in no event shall Counterparty be required to deliver a number of shares of the Shares in excess of the then applicable Share Cap.
(f)	Amendment to Agreement.

(i)	Physical references to payment of amounts in Sections 2(a)(i), 5(a)(i), 5(b)(i)(1), 6(c)(ii), 6(e)(iv) and the definition of "Scheduled Payment Date" in the Agreement shall be deemed amended to include reference to the delivery of the Shares with respect to this Master Confirmation.
(ii)	The reference to payment obligation in the phrase, "preserving for such party the economic equivalent of the payment obligation" in the definition of "Market Quotation" in the Agreement shall be deemed amended to include reference to the obligation to make delivery of the Shares with respect to this Master Confirmation.
(iii)	For the purpose of this Master Confirmation, with respect to the definition of "Unpaid Amounts" in the Agreement the following shall be inserted after the phrase "and which remain unpaid as at such Early Termination Date":
	"plus, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii), required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date or delivery, in each case".

(g )

Funding Cost Adjustment. If for any reason the relevant interest period does not correspond with the reference period used for purposes of calculating the Carrying Costs, Citibank shall reasonably adjust the terms of this Transaction appropriately to reflect any additional funding costs incurred, or any reduction in funding costs received, by Citibank.

(h)

Certain Dividends. Citibank shall transfer to Counterparty, promptly after the related dividend payment date and in the same form in which the dividend was made, the amount of all dividends (other than cash dividends and dividends resulting in an adjustment pursuant to paragraph 8(c) ("Adjustment Events")) to which a holder of a number of shares of the Shares equal to the Dividend Share Amount on the applicable ex-dividend date would be entitled.

WHERE:

"Dividend Share Amount" means, for any ex-dividend date, a number of shares of the Shares equal to (i) the portion of the Outstanding Aggregate Amount outstanding on such ex-dividend date that is not, and has not been, the subject of an Unwind Period (determined in accordance with paragraph 7) when such dividend is paid divided by (ii) the weighted average of the Tranche Prices Per Share for each Tranche Amount included in such portion of the Outstanding Aggregate Amount.

(i)	Increased Costs. If Citibank reasonably determines that from the Trade Date of the relevant Transaction (i) due to either (x) the introduction of or any change in or in the interpretation of any law or regulation or (y) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to Citibank or its affiliates of engaging in this Transaction or related transactions, or (ii) compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) increases or would increase the amount of any capital required or expected to be maintained by Citibank or any affiliate of Citibank as a direct or indirect consequence of the affected Transaction ("Increased Costs"), then Counterparty shall elect from time to time until the affected Transaction is no longer outstanding (whether through Optional Unwind or otherwise), promptly upon demand by Citibank, to either (i) promptly convey to Citibank additional amounts sufficient to compensate Citibank for such Increased Costs as are incurred or (ii) direct the Calculation Agent to adjust the Forward Amount to reflect such Increased Costs. Additional amounts conveyed as incurred may, at Counterparty's option, be paid in U.S. dollars or be satisfied by delivery of a number of shares of the Shares having an equivalent value; provided, however, that Counterparty shall be entitled to satisfy such obligation by delivery of Common Shares only if it provides 20 days' notice of its intent to do so within 5 Business Days after receipt of such certificate of increased cost from Citibank and complies with its obligations and makes the representations set forth in paragraph 10 ("Securities Laws and Registration") (and, as applicable, paragraph 6(f) ("Registration Failure")) as if such delivery were in connection with a Delivery Date to which Net Share Settlement applied for purposes of paragraph 6(a) ("Counterparty Unwind Period Settlement Option"); provided, further, that in no event shall Counterparty be required to deliver a number of shares of the Shares in excess of the then applicable Share Cap. A certificate as to the amount of Increased Costs, submitted to Counterparty by Citibank, shall be conclusive and binding for all purposes absent bad faith or manifest error.
(j)	Transfer. Notwithstanding Sections 7 or 10(b) of the Agreement, Citibank shall assign its rights and obligations hereunder to make or receive cash payments and delivery of Common Shares to a Designated Citibank Affiliate to the extent provided in this Master Confirmation; provided that Counterparty shall have recourse to Citibank in the event of the failure by a Designated Citibank Affiliate to perform any of such obligations hereunder. Notwithstanding the foregoing, recourse to Citibank shall be limited to recoupment of Counterparty's monetary damages and Counterparty hereby waives any right to seek specific performance by Citibank of its obligations hereunder. Such failure after any applicable grace period shall be an Additional Termination Event with this Transaction as the sole Affected Transaction and Citibank as the sole Affected Party.
(k)	Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties and their affiliates in connection with this Transaction and (ii) agrees to use commercially reasonable efforts to obtain any necessary consent of, and give notice of such recording to, such personnel of it and its affiliates.
(l)	Severability; Illegality. If compliance by either party with any provision of this Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of this Transaction shall not be invalidated, but shall remain in full force and effect.
(m)	Calculation Agent. Citibank shall make all calculations, adjustments and determinations required pursuant to this Transaction in good faith and in a commercially reasonable manner.
(n)	Cash Payments. All references herein to "USD", "dollars" or "$" are to U.S. dollars. All amounts payable in cash shall be payable in dollars in immediately available funds.
(o)	Waiver of Trial by Jury. EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.
(p)	Financial Statements. Counterparty will provide to Citibank promptly upon request copies of its most recent annual report containing audited or certified financial statements.
(q)	Delivery of Opinion. On the date hereof, Counterparty will provide to Citibank an opinion of counsel (which may be a senior lawyer employed by Counterparty or an affiliate thereof) regarding this Master Confirmation and the Transactions contemplated hereby in form and substance reasonably satisfactory to Citibank. Upon the reasonable request of Citibank based upon material changes in the condition or circumstances of the Counterparty or in applicable law, Counterparty will provide to Citibank such an opinion in connection with a particular Transaction on or prior to the Trade Date thereof.
(r)	Available Shares. Counterparty agrees that while any Transaction is outstanding it shall cause (i) the number of authorized Common Shares minus (ii) the number of outstanding Common Shares minus (iii) the number of shares of the Shares reserved by Counterparty for other purposes (other than in connection with Transactions hereunder) minus (iv) without duplication of clause (iii), the aggregate maximum number of shares of the Shares deliverable under warrants, options, swaps, forwards, convertible or exchangeable securities or other similar transactions, agreements or instruments issued by Counterparty or to which Counterparty is a party as counterparty that provide for net share settlement or otherwise may require the issuance of the Common Shares by Counterparty to exceed the sum of the then outstanding Share Caps. The parties agree that a failure by Counterparty to comply with the preceding sentence shall be an Event of Default with respect to Counterparty without regard to any grace period that would otherwise be applicable. Counterparty agrees to promptly notify Citibank if the number of shares of the Shares determined pursuant to clauses (i) through (iv) above is at any time less than the sum of the then outstanding Share Caps.
(s)	Status of Obligations. The parties agree that in the event of a bankruptcy, insolvency or similar proceeding with respect to Counterparty any claim of Citibank against Counterparty with respect to any failure by Counterparty to make a payment or deliver Shares in the amount or number required hereunder shall rank on a parity with respect to priority of payment with claims of holders of Shares.
(t)	Confidentiality. Citibank and Counterparty agree that (i) the Counterparty is not obligated to us to keep confidential from any and all persons or otherwise limit the use of any element of descriptions relating to tax aspects of the transaction and any part of the structure necessary to understand those tax aspects, and (ii) Citibank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for the Counterparty.

10. Securities Laws and Registration:

(a)	Compliance with Securities Laws.  Each party agrees that it will comply, in connection with this Transaction and all related or contemporaneous sales, purchases, offers and dispositions of Common Shares and securities linked to the Common Shares, with the applicable provisions of the Securities Act, the Exchange Act, and the rules and regulations thereunder, including, without limitation, Rules 10b-5 and 10b-18 ("Rule 10b-18") and Regulation M (" Regulation M") under the Exchange Act, provided that each party shall be entitled to rely conclusively on any information communicated by the other party concerning such other party's market activities. Without limiting the foregoing, the parties agree to coordinate (and to cause their "affiliated purchasers" (as defined in Rule 10b-18 under the Exchange Act) to coordinate) their purchases of Common Shares in order to comply with Rule 10b-18 while the Transaction amount is being increased.
(b)	Triggers for Shelf Registration. Unless Counterparty has (A) given notice of its desire to effect an Optional Unwind with respect to the entire Outstanding Aggregate Amount for all Transactions upon terms reasonably satisfactory to Citibank and (B) irrevocably elected Full Physical Settlement pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"), Counterparty shall file the Registration Statement referred to in paragraph (c) below within five days of the occurrence of either (x) the Closing Price on any Trading Day being equal to or less than the greater of $27 per share and 65% multiplied by the weighted average of the Tranche Prices Per Share for each Tranche Amount for a Transaction hereunder accumulated on or prior to such date (subject to adjustment pursuant to paragraph 8(c) ("Adjustment Events")) or (y) Counterparty's unsecured and unsubordinated long-term debt rating (not supported by third party credit enhancement) falling below BBB- by S&P, or Baa3 by Moody's or the equivalent rating by another nationally recognized statistical rating agency or in any case being suspended or withdrawn (either occurrence, a "Registration Event"), and thereafter all commercially reasonable efforts within its control to have the Registration Statement declared effective as soon as possible and remain effective over the remaining term of this Transaction.
(c)	Registration Statement. Unless in connection with an Unwind Period, Counterparty elects Full Physical Settlement pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"), Counterparty agrees to take all commercially reasonable actions within its control, including, without limitation, the procedures set forth in Annex A hereto, to make available to Citibank and its affiliates an effective registration statement (the "Registration Statement") pursuant to Rule 415 under the Securities Act and one or more prospectuses as necessary to allow Citibank and its affiliates to comply with the applicable prospectus delivery requirements (the "Prospectus ") for the resale by Citibank and its affiliates of such number of shares of the Shares as Citibank shall reasonably specify (or, if greater, the number of shares that Counterparty shall reasonably specify), such Registration Statement to be effective and Prospectus to be current for each day in the Unwind Period and for at least ten Trading Days after the Unwind Period (excluding, for the avoidance of doubt, days on which the Unwind Period has been suspended pursuant to paragraph 7(f) ("Suspension of Unwind Period")). It is understood that the Registration Statement and Prospectus may cover a number of shares of the Shares equal to all Common Shares acquired by Citibank or its affiliates for hedging purposes plus all Common Shares delivered by Counterparty pursuant to this Transaction. Citibank shall provide, by a reasonable time in advance, such information regarding Citibank and its affiliates as Counterparty, upon advice from counsel, reasonably determines is required to be included in the Prospectus. Counterparty shall pay the applicable registration fee and all costs in connection with the preparation of the Registration Statement and the Prospectus (or any offering document for sales on a private placement basis pursuant to paragraph 6(f) ("Registration Failure")) including, without limitation, Citibank's legal expenses reasonably incurred in connection with the preparation of the Registration Statement and the Prospectus (or any such offering document) and the cost of printing the Prospectus (or any such offering document); provided that the foregoing shall not include underwriting discounts and commissions. Counterparty agrees to take all commercially reasonable actions within its control set forth in Annex B hereto and otherwise use commercially reasonable efforts to take such actions within its control reasonably requested by Citibank to facilitate the disposition of the Common Shares.
(d)	Representations. Counterparty represents (A) on the Trade Date of this Transaction, (B) on each day on which the Transaction amount is being increased, and (C) unless Counterparty elects Full Physical Settlement pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"), on each day described in paragraph (c) above in connection with an Unwind Period, that (x) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made with respect to a Prospectus) not misleading and (y) in the case of (B), if Counterparty were to have purchased a number of shares of the Shares equal to the Tranche Amount for the related Tranche Date divided by the related Tranche Price Per Share, whether on the Principal Market or otherwise, such purchase would have been in compliance with applicable law (assuming compliance with Rule 10b-18 and Regulation M by any broker or dealer affecting such purchases for Counterparty) and all contractual obligations of Counterparty and its affiliates.
(e)	Due Diligence. Unless by the close of business on the twentieth Trading Day prior to the commencement of the relevant Unwind Period Counterparty elects Full Physical Settlement pursuant to paragraph 6(a) ("Counterparty Unwind Period Settlement Option"), Counterparty agrees to provide to Citibank and its affiliates by the Trading Day before the commencement of the relevant Unwind Period (or such earlier date reasonably requested by Citibank) opinions of counsel, accountant's comfort letters, officers' certificates and representations and such other documents as may be reasonably requested by Citibank as are customary for offerings of securities by issuers then similarly situated as Counterparty. Counterparty also agrees that beginning (x) no later than such twentieth Trading Day before the commencement of the relevant Unwind Period and (y) on the date of occurrence of an event that obligates Counterparty to file a Registration Statement pursuant to paragraph (b) above, Citibank and its affiliates shall be entitled to perform such diligence review as Citibank may reasonably request and the results thereof shall be reasonably satisfactory to Citibank. Counterparty agrees to reimburse Citibank for all reasonable out-of-pocket expenses it incurs in connection with such due diligence review. In addition, from time to time, Citibank shall be entitled to attend, with notice, Counterparty's general meetings with equity analysts and make reasonable inquiries of appropriate officers of Counterparty.
(f)	Additional Event of Default. Failure by Counterparty to comply with its obligations under paragraphs (b), (c) and (e) above or under paragraph 6(f) ("Registration Failure"), if such failure is not remedied on or before the third Business Day after notice of such failure is given to Counterparty, shall constitute an Event of Default with respect to Counterparty without regard to any otherwise applicable grace period.

11. Indemnification and Contribution:

(a)	Indemnification by Counterparty. Counterparty agrees to indemnify and hold harmless Citibank, its affiliates, their respective directors, officers, employees, agents, advisors, brokers and representatives and each person who controls Citibank or its affiliates within the meaning of either the Securities Act or the Exchange Act against, and Counterparty agrees that no indemnified party shall have any liability to Counterparty or any of its affiliates, officers, directors, or employees for, any liability (whether direct or indirect, in contract, tort or otherwise) for, any losses, claims, damages, liabilities or expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions, claims, investigations or proceedings in respect thereof, whether commenced or threatened) (A) arise out of or relate to (x) actions or failures to act by Counterparty (including any misstatement or alleged misstatement of a material fact contained in the Registration Statement or the Prospectus (or in any offering materials or supplemental information provided by or on behalf of Counterparty in connection with any sales on a private placement basis pursuant to paragraph 6(f) ("Registration Failure")), or in any amendment thereof or supplement thereto, or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not (in light of the circumstances under which they were made with respect to a Prospectus) misleading) or (y) actions or failures to act by an indemnified party with the consent of or in reliance on Counterparty or (B) otherwise arise out of or relate to this Transaction or any related transactions, provided that (i) the exculpation clause above with respect to indemnified parties, clause (A)(y) with respect to actions taken by indemnified parties and clause (B) shall not apply to the extent, but only to the extent, that any losses, claims, damages, liabilities or expenses of an indemnified party have resulted primarily from the gross negligence or willful misconduct of such indemnified party and (ii) clause (A)(x) shall not apply to any untrue statement or omission of material fact made in any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such an indemnified party occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) the Counterparty had previously furnished copies of the prospectus to Citibank, (x) delivery of the prospectus was required by the Securities Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the preliminary prospectus was corrected in the prospectus and (ii) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the corrected prospectus. Counterparty agrees, promptly on demand, to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action. Notwithstanding anything to the contrary in the foregoing, Counterparty will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Counterparty by or on behalf of Citibank specifically for use in connection with the preparation of the Prospectus or other offering material or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability which Counterparty may otherwise have.
(b)	Indemnification by Citibank. Citibank agrees to indemnify and hold harmless Counterparty, its affiliates, their respective directors, officers, employees and agents, and each person who controls Counterparty within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from Counterparty to Citibank, but only with reference to written information furnished to Counterparty by or on behalf of Citibank specifically for use in the preparation of the Prospectus or other offering materials or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability which Citibank may otherwise have.
(c)	Legal Proceedings. Promptly after receipt by an indemnified party under paragraphs (a) or (b) above of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under paragraphs (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under paragraphs (a) or (b) above or, in respect of paragraphs (a) or (b) above, to the extent that the indemnifying party was not materially prejudiced by such failure to notify. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to represent such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under paragraphs (a) or (b) above for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (A) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel), representing the indemnified parties who are parties to such action), (B) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (C) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (A) or (C) is applicable, such liability shall be only in respect of the counsel referred to in such clause (A) or (C). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising from such proceeding.
(d)	Contribution. If the indemnification provided for above is unavailable to or insufficient to hold harmless an indemnified party for any reason in respect of any losses, claims, damages, expenses or liabilities referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities, in such proportion as is appropriate to reflect not only the relative fault of Counterparty on the one hand and of Citibank on the other in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, but also any other relevant equitable considerations. The relative fault of Counterparty on the one hand and Citibank on the other shall be determined by reference to, among other things, whether the misstatement or alleged misstatement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Counterparty or by Citibank and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The parties agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by method of allocation which does not take account of the equitable considerations referred to in this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

12. Representations:

(a) Each party represents (which representations will be deemed to be repeated on each Tranche Date) to the other party that:

(i)	It is acting as principal for its own account and not as agent when entering into this Transaction;
(ii)	It has sufficient knowledge and expertise to enter into this Transaction and it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as its deems necessary and not upon any view expressed by the other. It has made its own independent decision to enter into this Transaction, is acting at arm's length and is not relying on any communication (written or oral) of the other party as a recommendation or investment advice regarding this Transaction. It has the capability to evaluate and understand (on its own behalf or through independent professional advice), and does understand, the terms, conditions and risks of this Transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks. It acknowledges and agrees that the other party is not acting as a fiduciary or advisor to it in connection with this Transaction. It is entering into this Transaction for the purposes of hedging its underlying assets or liabilities, in connection with a line of business or to lock in the future cost of its share repurchase program, and not for purposes of speculation; and
(iii)	It is an "accredited investor" as defined in Section 2(15)(ii) of the Securities Act and an "eligible swap participant" as such term is defined in 17 C.F.R. § 35.1(b)(2).

(b) Counterparty represents (which representations will be deemed to be repeated on each Tranche Date) to Citibank that:

(i)	It understands no obligations of Citibank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Citibank or any governmental agency;
(ii)	Its financial condition is such that it has no need for liquidity with respect to its investment in the Transactions and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of the Transactions, which it understands is not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transactions, including the loss of its entire investment in the Transactions;
(iii)	It understands that this Transaction and, except as provided in paragraph 10 ("Securities Laws and Registration"), the transactions contemplated herein will not be registered under the Securities Act or any state securities law or other applicable federal securities law;
(iv)	IT UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS; and

(c) With respect to this Transaction, each representation under the Agreement made or deemed made on each date on which a Transaction is entered into shall be deemed made on each Tranche Date.

13. Accounts for Payment:

To Citibank:	Citibank, N.A.
	ABA# 021000089
	For credit to Equity Derivatives
	DDA# 00167679
To Counterparty:	To be advised.

14. Delivery Instructions:

Unless otherwise directed in writing, any Common Shares to be delivered hereunder shall be delivered as follows:

To Citibank:	DTC-908
	Acct. # 846331
To Counterparty:	To be advised.

15. Addresses for Notices:

For purposes of Section 12(a) of the Agreement, unless otherwise directed in writing, all notices or communications to Counterparty or Citibank shall be delivered to the following addresses:

To Citibank:	Citibank, N.A.
	390 Greenwich Street, 3rd Floor
	New York, NY 10013
	Attention:    Equity Derivatives
	Facsimile:    (212) 723-8750
	Telephone:   (212) 723-7357
with a copy to:	Citibank, N.A.
	250 West Street, 10th Floor
	New York, NY 10013
	Attention:    GRB Legal Group - Derivatives
	Facsimile:    (212) 816-7772
	Telephone:    (212) 816-2211
To Counterparty:	Bausch & Lomb Incorporated
	1 Bausch & Lomb Place
	Rochester, NY 14604
	Attention:    Treasurer
	Facsimile:    (716) 338-8736
	Telephone:   (716) 338-6045
with a copy to:	Bausch & Lomb Incorporated
	1 Bausch & Lomb Place
	Rochester, NY 14604
	Attention:    Senior Vice President and General Counsel
	Facsimile:    (716) 338-8706
	Telephone:   (716) 338-6409

Yours sincerely,

CITIBANK, N.A.

By:_____________________
Authorized Representative

Confirmed as of the date first above written:

BAUSCH & LOMB INCORPORATED

By:_____________________________
Name:
Title:

EXHIBIT A
FORM OF FORWARD
EQUITY ACQUISITION
TRANSACTION CONFIRMATION

CONFIRMATION

Date:                _________________

To:                  Bausch & Lomb Incorporated

Telefax No.:      [                ]

Attention:         [                 ]

From:              Citibank, N.A.

Telefax No.:      _________________

Transaction Reference Number:  ____________________

The purpose of this communication is to set forth the terms and conditions of the above-referenced Transaction entered into on the Trade Date specified below (the "Transaction") between you and us. This communication, together with the Master Confirmation (as defined below), constitutes a "Confirmation" as referred to in the Master Confirmation.

1.	The definitions and provisions contained in the Master Confirmation are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
2.	This Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Forward Equity Acquisition Transactions dated as of November 22, 2000 (the "Master Confirmation") between you and us. All provisions contained in the Agreement (as defined in the Master Confirmation) shall govern this Confirmation except as expressly modified below.

For the purposes of this Confirmation, "Citibank" means Citibank, N.A. and "Counterparty" means Bausch & Lomb Incorporated.

3. The particular Transaction to which this Confirmation relates is a forward equity acquisition transaction, the terms of which are as follows:

Trade Date:	[ ].
Initial Reset Date:	[The Maturity Date ] (or, if such date is not a Trading Day, the next Trading Day).
Notice Date:	[3 months before the Maturity Date] (or, if such date is not a Business Day, the next Business Day).
Optional Unwind Date:	[1 year after the Trade Date ] (or, if such date is not a Trading Day, the next Trading Day).
Maturity Date:	[2 years from the Trade Date ] (or, if such date is not a Trading Day, the next Trading Day).
Carrying Spread:	[2.00] % per annum.
Initial Cap:	[ ] Common Shares ([10.0x] the Number of Common Shares)
Structuring Fee Amount:	[None]
Tranche Fee Rate:	[$0.05]

Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Confirmation relates by manually signing this Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to Confirmation Unit 212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34^th Street, 2^nd Floor, New York, New York 10001, Attention: Confirmation Unit.

Yours sincerely,

CITIBANK, N.A.

By:  ____________________
Authorized Representative

Confirmed as of the date first above written:

BAUSCH & LOMB INCORPORATED

By:  ___________________________
Name:
Title:

Schedule A

[Date]

Bausch & Lomb Incorporated
[                ]
[                ]
[                ]
Attention: [                ]
Facsimile: [                ]

Counterparty hereby agrees (a) to check this Schedule A carefully and immediately upon receipt to confirm that pursuant to "Procedure for Updating Schedule A" of the Master Confirmation dated as of November 22, 2000, as supplemented by the Confirmation with a Trade Date of _______, _____, between Citibank, N.A. and Bausch & Lomb Incorporated (together, the "Confirmation") the Transaction amount has been increased as shown below and otherwise so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the following correctly sets forth the terms of the agreement between us by manually signing this Schedule A and immediately sending a facsimile transmission of an executed copy to Confirmation Unit 212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34^th Street, 2^nd Floor, New York, New York 10001, Attention: Confirmation Unit. Capitalized terms used herein that are not otherwise defined shall be defined as provided in the Confirmation.

Citibank Reference Number	Tranche Date	Number of Common Shares	Tranche Price Per Share	Tranche Amount	Tranche Initial Funding Rate	Initial Cap	Share Price Trigger	Registration Trigger
						[ ] Shares	[$24 ]1	[$27]

Yours sincerely,

CITIBANK, N.A.

By:  _____________________
Authorized Representative

Confirmed as of the date first above written:

BAUSCH & LOMB INCORPORATED

By:  ____________________________
Name:
Title:

1     Include if desire to modify the Master Confirmation.

Annex A

(a)

Counterparty shall file with the SEC the Registration Statement and thereafter use all reasonable commercial efforts to within its control cause the Registration Statement to be declared and remain effective for the period set forth in Paragraph 10(c) of the Master Confirmation. Counterparty shall furnish to Citibank a copy of the Registration Statement and each amendment or supplement thereto prior to their filing with the SEC, shall provide Citibank and its Affiliates the opportunity to participate in the preparation thereof and shall use its best efforts to reflect in each such document such comments as Citibank and its Affiliates may propose.

(b)

Counterparty will immediately notify Citibank:

(i)	when the Registration Statement or any amendment or post-effective amendment thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed;
(ii)	of any request by the SEC (or any other federal or state governmental authority) to amend the Registration Statement or amend or supplement the Prospectus or for additional information after the Registration Statement shall have become effective;
(iii)	of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or of any order preventing or suspending the use of any preliminary or final Prospectus, or the institution or threat of any proceedings for any such purposes; and
(iv)	of the existence of any fact or circumstance that results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing a misstatement of material fact or omitting to state a material fact necessary to make any statement therein (in light of the circumstances in which they were made with respect to a prospectus) not misleading.

(c)

Counterparty will use all reasonable commercial efforts within its control to contest the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, to obtain the lifting thereof as soon thereafter as is possible. If the Registration Statement, the Prospectus or any document incorporated therein by reference contains a misstatement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein (in light of the circumstances in which they were made with respect to a prospectus) not misleading, Counterparty will use all reasonable commercial efforts within it control to as promptly as practicable file any required document and prepare and furnish to Citibank a reasonable number of copies of such supplement or amendment thereto as may be necessary so that the Prospectus, as thereafter delivered to the purchasers in connection with resales of Common Shares under the Master Confirmation, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statement therein (in light of the circumstances in which they were made with respect to a prospectus) not misleading.

(d)

Counterparty will furnish to Citibank and its Affiliates, without charge, as many signed copies of the Registration Statement (as originally filed) and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith, including documents incorporated by reference into the Prospectus, prospectus supplements, and signed copies of all consents and certificates of experts, as Citibank may reasonably request. Counterparty will deliver to Citibank and its Affiliates, without charge, as many copies of each preliminary prospectus as Citibank may reasonably request, and Counterparty hereby consents to the use of such copies for purposes permitted by the Securities Act. Counterparty will deliver to Citibank and its Affiliates, without charge, from time to time during the period during which the Prospectus is required to be delivered under the Securities Act in connection with resales of Common Shares hereunder, such number of copies of the Prospectus (as supplemented or amended) as Citibank may reasonably request.

Annex B

(a)	Counterparty will use all reasonable commercial efforts to take all actions within its control so that all Common Shares covered by the Registration Statement are eligible for sale on the Principal Market.
(b)	Counterparty will use all reasonable commercial efforts within its control to qualify the Common Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as Citibank may designate; provided , however, that Counterparty shall not be obligated under this provision to qualify the Common Shares for offering and sale under the applicable securities laws of such states and other jurisdictions where Counterparty would be required to file any general consent to service of process or to qualify as a foreign corporation or as a broker or dealer in securities in any jurisdiction where Counterparty is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. Counterparty will use all reasonable commercial efforts within its control to file such statements and reports as may be required by the laws of each jurisdiction in which the Common Shares have been qualified as above provided. Counterparty will immediately notify Citibank of the suspension of the qualification of the Common Shares for offering or sale in any jurisdiction, or of the institution or threat of any proceedings for such purpose.
(c)	Counterparty will enter into such customary agreements, including a customary underwriting or agency agreement with Citibank, its Affiliates and other underwriters or agents, if any, selected by Citibank, as requested by Citibank in order to expedite or facilitate the disposition of the Common Shares and will use all commercially reasonable efforts within its control to comply with such agreements.
(d)	Counterparty will cooperate with Citibank, its Affiliates and each such underwriter or agent participating in the disposition of such Common Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
(e)	Counterparty will use all reasonable commercial efforts to the extent within its control to comply with the Securities Act and the Exchange Act to the extent applicable to Counterparty so as to permit the completion of the distribution of the Common Shares in accordance with the intended method or methods of distribution contemplated in the Prospectus, as indicated by Citibank. Counterparty will use its best efforts to make generally available to its security holders, as soon as reasonably practicable (but not more than fifteen months) after the effective date of the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder.

EX-10

Ex10-ee
EXECUTION COPY

U.S. $250,000,000

THREE YEAR CREDIT AGREEMENT

Dated as January 19, 2001

Among

BAUSCH & LOMB INCORPORATED

as Borrower

and

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

and

CITIBANK, N.A.

as Administrative Agent

and

SALOMON SMITH BARNEY INC.

as Arranger

and

FLEET NATIONAL BANK

as Documentation Agent

and

THE CHASE MANHATTAN BANK

as Syndication Agent

Table of Contents

ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS

		Page
SECTION 1.01	Certain Defined Terms	1
SECTION 1.02	Computation of Time Periods	8
SECTION 1.03	Accounting Terms	9

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01	The Advances	9
SECTION 2.02	Making the Advances	9
SECTION 2.03	Fees	10
SECTION 2.04	Termination or Reduction of the Commitments	10
SECTION 2.05	Repayment	10
SECTION 2.06	Interest	10
SECTION 2.07	Interest Rate Determination	11
SECTION 2.08	Optional Conversion of Advances	11
SECTION 2.09	Optional Prepayments	12
SECTION 2.10	Increased Costs	12
SECTION 2.11	Illegality	12
SECTION 2.12	Payments and Computations	12
SECTION 2.13	Taxes	13
SECTION 2.14	Sharing of Payments, Etc.	15
SECTION 2.15	Use of Proceeds	15
SECTION 2.16	Evidence of Debt	15

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01	Condtions Precedent to Effectiveness of Section 2.01	15
SECTION 3.02	Conditions Precedent to Each Borrowing	17
SECTION 3.03	Determinations under Section 3.01	17

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Borrower 17

ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01	Affirmative Covenants	19
SECTION 5.02	Negative Covenants	21
SECTION 5.03	Financial Covenants	22

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01 Events of Default 23

ARTICLE VII THE AGENT

SECTION 7.01	Authorization and Action	24
SECTION 7.02	Agent's Reliance, Etc.	25
SECTION 7.03	Citibank and Affiliates	25
SECTION 7.04	Lender Credit Decision	25
SECTION 7.05	Indemnification	25
SECTION 7.06	Successor Agent	26

ARTICLE VIII MISCELLANEOUS

SECTION 8.01	Amendments, Etc.	26
SECTION 8.02	Notices, Etc.	26
SECTION 8.03	No Waiver; Remedies	27
SECTION 8.04	Costs and Expenses	27
SECTION 8.05	Right of Set-Off	28
SECTION 8.06	Binding Effect	28
SECTION 8.07	Assignments and Particpations	28
SECTION 8.08	Confidentiality	30
SECTION 8.09	Governing Law	30
SECTION 8.10	Execution in Counterparts	30
SECTION 8.11	Jurisdiction, Etc.	31
SECTION 8.12	Waiver of Jury Trial	32

Schedules

Schedule 1 - List of Applicable Lending Office

Schedule 3.01(b) - Disclosed Litigation

Schedule 4.01(j) - Existing Liens

Schedule 4.01(n) - Significant Subsidiaries

Schedule 5.02(d) - Existing Debt

Exhibits

Exhibit A - Form of Promissory Note

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D - Form of Opinion of Counsel for the Borrower

THREE YEAR CREDIT AGREEMENT

Dated as of January 19, 2001

BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, SALOMON SMITH BARNEY INC., as arranger, FLEET NATIONAL BANK, as documentation agent, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01   Certain Defined Terms   As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower pursuant to Article II, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of Advance).

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

"Agent's Account" means the account of the Agent maintained by the Agent at Citibank with its office at 399 Park Avenue, New York, New York 10043, Account No. 36852248, Attention:  Bank Loan Syndications.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"Applicable Margin" means, as of any date (a) for Base Rate Advances, 0.00% per annum and (b) for Eurodollar Rate Advances, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's	Applicable Margin for Eurodollar Rate Advances
Level 1 BBB and Baa2	0.600%
Level 2 Lower than Level 1 but at least BBB or Baa2	0.675%
Level 3 Lower than Level 2 but at least BBB- and Baa3	0.800%
Level 4 Lower than Level 3 but at least BBB- or Baa3	1.025%
Level 5 Lower than Level 4	1.225%

"Applicable Percentage" means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody's	Applicable Percentage
Level 1 BBB and Baa2	0.150%
Level 2 Lower than Level 1 but at least BBB or Baa2	0.175%
Level 3 Lower than Level 2 but at least BBB- and Baa3	0.200%
Level 4 Lower than Level 3 but at least BBB- or Baa3	0.225%
Level 5 Lower than Level 4	0.275%

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

"Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)	the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate;
(b)	the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or including (among other liabilities) three-month U.S. dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Citibank in the United States; and
(c)	1/2 of one percent per annum above the Federal Funds Rate.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.06(a)(i).

"Borrowing" means a borrowing consisting of Advances of the same Type made on the same day by the Lenders.

"Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Commitment" has the meaning specified in Section 2.01.

"Confidential Information" means information that the Borrower furnishes to the Agent or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than the Borrower.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.07 or 2.08.

"Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all net obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.

"Debt for Borrowed Money" of any Person means all items that, in accordance with GAAP, would be classified as notes payable, long term debt or current portion of long term debt on a Consolidated balance sheet of such Person.

"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

"Disclosed Litigation" has the meaning specified in Section 3.01(b).

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

"EBITDA" means, for any period, net income (or net loss) plus the sum of (a) interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) other non-cash non-recurring charges and (f) extraordinary or unusual losses deducted in calculating net income less extraordinary or unusual gains added in calculating net income, in each case determined in accordance with GAAP for such period.

"Effective Date" has the meaning specified in Section 3.01.

"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender; and (iii)  any other Person approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07, any other Person approved by the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee.

"Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

"Environmental Law" means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code.

"ERISA Event" means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

"Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars is offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.07) by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.06(a)(ii).

"Eurodollar Rate Reserve Percentage" for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

"GAAP" has the meaning specified in Section 1.03.

"Hazardous Materials" means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

"Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

"Interest Period" means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period from the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance until the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months or if available from all Lenders, nine or twelve months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)	the Borrower may not select any Interest Period that ends after the Termination Date;
(ii)	Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;
(iii)	whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
(iv)	whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"Lenders" means the Initial Lenders and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

"Material Adverse Change" means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note or (c) the ability of the Borrower to perform its obligations under this Agreement or any Note.

"Material Subsidiary" of the Borrower means, at any time, any Subsidiary of the Borrower having (a) Consolidated assets with a value of not less than 5% of the total value of the Consolidated assets of the Borrower and it Subsidiaries or (b) Consolidated sales of not less than 5% of the Consolidated sales of the Borrower and its Subsidiaries, in each case as of the end of or from the most recently completed fiscal quarter of the Borrower.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

"Note" means a promissory note of the Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

"Notice of Borrowing" has the meaning specified in Section 2.02.

"PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

"Permitted Liens" means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or as to which are not being contested by appropriate proceedings with appropriate reserves: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations or bids or tenders or surety, appeal or performance bonds in the ordinary course of business; and (d) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

"Plan" means a Single Employer Plan or a Multiple Employer Plan.

"Public Debt Rating" means, as of any date, the lowest rating that has been most recently announced by either S&P or Moody's, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower. For purposes of the foregoing, (a) if only one of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody's shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 4 under the definition of "Applicable Margin" or "Applicable Percentage", as the case may be; (c)  if any rating established by S&P or Moody's shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (d) if S&P or Moody's shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody's, as the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be.

"Reference Banks" means Citibank, Fleet National Bank and The Chase Manhattan Bank.

"Register" has the meaning specified in Section 8.07(c).

"Required Lenders" means at any time Lenders owed at least 60% of the then aggregate unpaid principal amount of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least 60% of the Commitments.

"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

"SPC" has the meaning specified in Section 8.07(f) hereto.

"Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries.

"Termination Date" means the earlier of January 19, 2004 and the date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01.

"Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

SECTION 1.02   Computation of Time Periods   In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

SECTION 1.03   Accounting Terms   All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ("GAAP").

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01   The Advances   Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender's name on the signature pages hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment"). Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this Section 2.01.

SECTION 2.02   Making the Advances    (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (New  York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 8.02.

(b)	Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than twelve separate Borrowings.
(c)	Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Such indemnification shall be paid upon presentation to the Borrower of a reasonably detailed statement of such loss, cost or expense certified by an officer of such Lender.
(d)	Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
(e)	The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03   Fees    (a) Facility Fee. The Borrower agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of such Lender's Commitment from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2001, and on the Termination Date.

(b) Agent's Fees. The Borrower shall pay to the Agent for its own account such fees as have been agreed between the Borrower and the Agent.

SECTION 2.04   Termination or Reduction of the Commitments   The Borrower shall have the right, upon at least three Business Days' notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.05   Repayment   The Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Advances then outstanding.

SECTION 2.06   Interest    (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)

Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii)

Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) the Eurodollar Rate for such Interest Period for such Advance plus (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.

SECTION 2.07   Interest Rate Determination    (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii).

(b)	If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c)	If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d)	On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e)	Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f)	If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

(i)	the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)	each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii)	the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension

SECTION 2.08   Optional Conversion of Advances   The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.

SECTION 2.09   Optional Prepayments   The Borrower may, upon notice at least two Business Days' prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.10   Increased Costs   (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by an authorized officer of such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by an authorized officer of such Lender shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.11   Il1egality   Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.12   Payments and Computations   (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)	The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due.
(c)	All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(d)	Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
(e)	Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

SECTION 2.13   Taxes   (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)	In addition, the Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as "Other Taxes").
(c)	The Borrower shall indemnify each Lender and the Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.13) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.
(d)	Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(e)	Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Borrower with two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.
(f)	For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.13(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.13(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.
(g)	Any Lender claiming any additional amounts payable pursuant to this Section 2.13 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
(h)	If any Lender determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes paid or reimbursed by the Borrower pursuant to subsection (a) or (c) above in respect of payments under the Credit Agreement or the Notes, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 2.13 exceeding the amount needed to make such Lender whole, such Lender shall pay to the Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all out-of-pocket expenses in securing such refund, deduction or credit.

SECTION 2.14   Sharing of Payments, Etc   If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.15   Use of Proceeds   The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes of the Borrower and its Subsidiaries, including acquisitions.

SECTION 2.16   Evidence of Debt   (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the Commitment of such Lender.

(b)

The Register maintained by the Agent pursuant to Section 8.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (I) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender's share thereof.

(c)

Entries made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01   Conditions Precedent to Effectiveness of Section 2.01   Section 2.01 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:

(a)	Other than as publicly disclosed prior to the Effective Date, there shall have occurred no Material Adverse Change since December 25, 1999.
(b)	There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c)	The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.
(d)	All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e)	The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f)	The Borrower shall have paid all accrued and invoiced fees and expenses of the Agent and the Lenders (including the accrued and invoiced fees and expenses of counsel to the Agent).
(g)	On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:

(i)	The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)	No event has occurred and is continuing that constitutes a Default.

(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:    

(i)	The Notes to the order of the Lenders, to the extent requested pursuant to Section 2.16.
(ii)	Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii)	A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv)	A favorable opinion of [Robert Stiles], counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request.
(v)	A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.

(i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under all of its bilateral credit agreements.

SECTION 3.02   Conditions Precedent to Each Borrowing   The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

(i)	the representations and warranties contained in Section 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii)	no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

SECTION 3.03   Determinations Under Section 3.01   For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01   Representations and Warranties of the Borrower   The Borrower represents and warrants as follows:

(a)	The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.
(b)	The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.
(c)	No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it.
(d)	This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms.
(e)	The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 25, 1999, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers, LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 23, 2000 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 23, 2000 and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Other than as publicly disclosed prior to the Effective Date, since December 25, 1999, there has been no Material Adverse Change.
(f)	There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(g)	The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
(h)	Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(i)	Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(j)	Schedule 4.01(j) is a complete and correct list of each Lien securing Debt of any Person outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $10,000,000 and covering any property of the Borrower or any of its Subsidiaries, and the aggregate Debt secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described in Schedule 4.01(j).
(k)	Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any governmental authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(l)	Neither the Borrower nor any of its Subsidiaries is (i) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (ii) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.
(m)	Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books reserves where required by GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
(n)	Attached hereto a Schedule 4.01(n) is a list of each Material Subsidiary of the Borrower on the date hereof.

ARTICLE V
COVENANTS OF THE BORROWER

SECTION 5.01   Affirmative Covenants   So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

(a)	Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws to the extent that the failure to do so could reasonably be expected to result in a Material Adverse Effect.
(b)	Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and enforcement, collection, execution, levy or foreclosure proceedings shall have been commenced with respect to one or more such taxes, assessments, charges, levies or claims that, either individually or in the aggregate, are material.
(c)	Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.
(d)	Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Material Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Material Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall reasonably determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.
(e)	Visitation Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants.
(f)	Keeping of Books. Keep, and cause each of its Material Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.
(g)	Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Material Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.
(h)	Reporting Requirements. Furnish to the Lenders:

(i)	as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles and certificates of the chief financial officer, treasurer or controller of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP;
(ii)	as soon as available and in any event within 105 days after the end of each fiscal year of the Borrower, a copy of the audited annual report for such year for the Borrower and its Subsidiaries, containing a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Required Lenders by PricewaterhouseCoopers, LLP or other independent public accountants acceptable to the Required Lenders, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP;
(iii)	as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer, treasurer or controller of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(iv)	promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securityholders, and copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;
(v)	promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(vi)	such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.

Reports required to be delivered pursuant to clauses (i), (ii) and (iv) above shall be deemed to have been delivered on the date on which such report is posted on the SEC's website at www.sec.gov, and such posting shall be deemed to satisfy the reporting requirements of clauses (i), (ii) and (iv) above; provided that the Borrower shall deliver paper copies of the certificate required by clauses (i), (ii), (iii) and (v) above to the Agent and each of the Lenders until such time as the Agent shall provide the Borrower written notice otherwise.

SECTION 5.02   Negative Covenants   So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not:

(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:

(i)	Permitted Liens,
(ii)	purchase money Liens upon or in any real property or equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding,
(iii)	the Liens existing on the Effective Date and described on Schedule 4.01(j) hereto,
(iv)	arising under the Borrower's receivables securitization transaction as described in the Trade Receivables Purchase and Sell Agreement dated March 20, 1997 among the Borrower, First Skelligs International Finance Company Limited and Citicorp Finance Ireland Limited,
(v)	Liens arising in connection with any court action or other legal proceeding so long as no Default under Section 6.01(f) has occurred and is continuing,
(vi)	other Liens securing Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, and
(vii)	the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.

(b)	Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (I) any Material Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or dispose of assets to the Borrower and (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
(c)	Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles.
(d)	Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:

(i)	Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower,
(ii)	Debt existing on the Effective Date and described on Schedule 5.02(d) hereto (the "Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(iii)	Debt secured by Liens permitted by Section 5.02(a)(ii) or (iv),
(iv)	unsecured Debt incurred in the ordinary course of business aggregating for all of the Borrower's Subsidiaries not more than $200,000,000 at any one time outstanding, and
(v)	endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

(e)	Change in Nature of Business. Make, or permit any of its Subsidiaries to make, any material change in the nature of its business as carried on at the date hereof, taken as a whole.
(f)	Restrictive Agreements. Directly or indirectly enter into, incur or permit to exist, or permit any of its Subsidiaries to enter into, incur or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to guarantee Debt of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (B) the foregoing shall not apply to restrictions and conditions that could not be reasonably expected to cause a material adverse effect on the ability of the Borrower to perform any of its obligations under this Agreement, (C) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (D) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (E) clause (i) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (F) clause (i) above shall not apply to customary provisions in leases and licenses restricting the assignment thereof.
(g)	Use of Proceeds. Use, or permit any of its Subsidiaries to use, the proceeds of any Advances to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System)or to extend credit to others for the purpose of purchasing or carrying margin stock.

SECTION 5.03   Financial Covenants   So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

(a)	Leverage Ratio. Maintain a ratio of Consolidated Debt for Borrowed Money to Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended of not greater than 3.0:1.0.
(b)	Fixed Charge Coverage Ratio. Maintain a ratio of Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters then ended to interest payable on, and amortization of debt discount in respect of, all Debt for Borrowed Money during such period, by the Borrower and its Subsidiaries of not less than 4.5:1.0.

ARTICLE VI
EVENTS OF DEFAULT

SECTIONS 6.01   Events of Default   If any of the following events ("Events of Default") shall occur and be continuing:

(a)	The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business Days after the same becomes due and payable; or
(b)	Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or
(c)	(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e) or (h), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of (i) written notice thereof shall have been given to the Borrower by the Agent or any Lender and (ii) a responsible financial officer of the Borrower otherwise becomes aware of such failure; or
(d)	The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $25,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
(e)	The Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or
(f)	Any judgments or orders for the payment of money in excess of $25,000,000 in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) other than in respect of a settlement order, there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect or (iii) the Borrower or any of its Subsidiaries shall be in default under a settlement order; or
(g)	Any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could be reasonably expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(h)	(i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower; or (ii)  during any period of up to 24 consecutive months, commencing before or after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower shall cease for any reason to constitute a majority of the board of directors of the Borrower; or (iii) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower; or
(i)	The Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $25,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01   Authorization and Action   Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02   Agent's Reliance, Etc   Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03   Citibank and Affiliates   With respect to its Commitment, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.

SECTION 7.04   Lender Credit Decision   Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05   Indemnification   The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding or if any Notes are held by Persons that are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the "Indemnified Costs"), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.

SECTION 7.06   Successor Agent   The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent with the consent, so long as no Event of Default shall have occurred and be continuing, of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 7.07   Other Agents   Each Lender hereby acknowledges that none of the documentation agent, the syndication agent or any other Lender designated as any "Agent" (other than the Agent) on the signature pages hereof has any liability hereunder other than in its capacity as a Lender.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01   Amendments, Etc   No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (f) amend this Section 8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent of Section 8.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note.

SECTION 8.02   Notices, Etc   All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed or delivered, if to the Borrower, at its address at One Bausch & Lomb Place, Rochester, New York 14604, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and communications shall, when mailed, telecopied, telegraphed or telexed, be effective when deposited in the mails, telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

SECTION 8.03   No Waiver; Remedies   No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04   Costs and Expenses   (a) The Borrower agrees to pay upon presentation of reasonably detailed invoices all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay upon presentation of reasonably detailed invoices all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a).

(b)	The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. Nothing in this Section 8.04(b) shall be deemed, construed or given effect to relieve or release the Agent or any Lender from any liability for breach of contract arising from a failure by such party to perform its contractual obligations hereunder.
(c)	If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09 or 2.11, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such indemnification shall be paid upon presentation to the Borrower or a reasonably detailed statement of such loss, cost or expense certified by an officer of such Lender.
(d)	Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

SECTION 8.05   Right of Set-off   Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

SECTION 8.06   Binding Effect   This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section  3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07   Assignments and Participations   (a) Each Lender may, and if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b)	By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(c)	The Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d)	Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto.
(e)	Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights or obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.
(f)	Each Lender may grant to a special purpose funding vehicle (an "SPC") the option to fund all or any part of any Advance that such Lender is obligated to fund under this Agreement (and upon the exercise by such SPC of such option to fund, such Lender's obligations with respect to such Advance shall be deemed satisfied to the extent of any amounts funded by such SPC); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (iv) any such option granted to an SPC shall not constitute a commitment by such SPC to fund any Advance, (v) neither the grant nor the exercise of such option to an SPC shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including, without limitation, its obligations under Section 2.09) (vi) the SPC shall be bound by the provisions of Section 8.08 and (vii) no SPC shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, nor any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such grant of funding option, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such grant of funding option. Each party to this Agreement hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. Subject to the foregoing provisions of this clause (f), an SPC shall have all the rights of the granting Lender. An SPC may assign or participate all or a portion of its interest in any Advances to the granting Lender or to any financial institution providing liquidity or credit support to or for the account of such SPC without paying any processing fee therefor and, in connection therewith may disclose on a confidential basis any information relating to the Borrower to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPC. In furtherance of the foregoing, each party hereto agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.
(g)	Any Lender may, in connection with any assignment, designation, participation or grant of funding option or proposed assignment, designation, participation or grant of funding option pursuant to this Section 8.07, disclose to the assignee, designee, participant or SPC or proposed assignee, designee, participant or SPC, any information relating to any Borrower furnished to such Lender by or on behalf of such Borrower; provided that, prior to any such disclosure, the assignee, designee, participant or SPC or proposed assignee, designee, participant or SPC shall agree to preserve the confidentiality of any Confidential Information relating to any Borrower received by it from such Lender.
(h)	Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

SECTION 8.08   Confidentiality   Neither the Agent nor any Lender or SPC shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a) to the Agent's or such Lender's Affiliates and their officers, directors, employees, agents and advisors and, as contemplated by Section 8.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process and (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking.

SECTION 8.09   Governing Law   This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 8.10   Execution in Counterparts   This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.11   Jurisdiction, Etc   (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 8.12   Waiver of Jury Trial   Each of the Borrower, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BAUSCH & LOMB INCORPORATED

By /s/______________________________

          Alan H. Resnick

Title:  Corporate Vice-President & Treasurer

CITIBANK, NA.,

as Agent

By /s/______________________________

          Carolyn A. Kee

Title:  Vice President

Initial Lenders

Commitment
$50,000,000	BANK OF AMERICA, N.A. By /s/_____________________________________      Philip S. Durand      Title:  Principal
$50,000,000	THE CHASE MANHATTAN BANK By /s/______________________________________      Stephen P. Rochford      Title:  Vice President
$50,000,000	CITIBANK, N.A. By /s/______________________________________      Carolyn A. Kee      Title:  Vice President
$50,000,000	FLEET NATIONAL BANK By /s/______________________________________      Martin K. Birmingham      Title:  Regional President
$30,000,000	NORTHERN TRUST COMPANY By /s/______________________________________      Russell R. Rockenbach      Title:  Sr.Vice President
$20,000,000	ALLIED IRISH BANK By /s/______________________________________      Paul Carey      Title:  Managing Director

$250,000,000      Total of the Commitments

SCHEDULE I
BAUSCH & LOMB INCORPORATED
THREE YEAR CREDIT AGREEMENT
APPLICABLE LENDING OFFICES

Name of Initial Lender	Domestic Lending Office	Eurodollar Lending Office
Allied Irish Bank	405 Park Avenue New York, NY 10022 Attn: Paul Carey T: 212 515-6755 F: 212 339-339-8006	405 Park Avenue New York, NY 10022 Attn: Paul Carey T: 212 515-6755 F: 212 339-339-8006
Bank of America, N.A.	101 North Tryon Street, 15th Floor Charlotte, NC 28255 Attn: Debra Glenn T: 704 387-9919 F: 704 409-0091	101 North Tryon Street, 15th Floor Charlotte, NC 28255 Attn: Debra Glenn T: 704 387-9919 F: 704 409-0091
The Chase Manhattan Bank	One Chase Manhattan Plaza New York, NY 10081 Attn: Concetta Prainito T: 212 552-7241 F: 212 552-7500	One Chase Manhattan Plaza New York, NY 10081 Attn: Concetta Prainito T: 212 552-7241 F: 212 552-7500
Citibank, N.A.	Two Penns Way New Castle, DE 19720 Attn: Loan Syndications	Two Penns Way New Castle, DE 19720 Attn: Loan Syndications
Fleet National Bank	One East Avenue Rochester, NY 14638 Attn: Sheila Hanley T: 716 546-9020 F: 716 546-9800	One East Avenue Rochester, NY 14638 Attn: Sheila Hanley T: 716 546-9020 F: 716 546-9800
Northern Trust Company	50 S. LaSalle Chicago, IL 60675 Attn: Linda Honda T: 312 444-4715 F: 312 630-6015	50 S. LaSalle Chicago, IL 60675 Attn: Linda Honda T: 312 444-4715 F: 312 630-6015

Schedule 3.01(b)
to
Three Year Credit Agreement

Dated as of January 19, 2001

DISCLOSED LITIGATION

In several actions, the company is defending against claims that its long-standing policy of selling contact lenses only to licensed professionals was adopted in conspiracy with others to eliminate alternative channels of trade from the disposable contact lens market. These matters include (i) a consolidated action in the United States District Court for the Middle District of Florida filed in June 1994 by the Florida Attorney General, and now includes claims by the attorneys general for 21 other states, and (ii) individual actions pending in California and Tennessee state courts. The company insists that its policy was adopted lawfully as a means of ensuring effective distribution of its products and safeguarding consumers' health.

Schedule 4.01(j)

Bausch & Lomb Incorporated

Existing Liens

(000's)

Entity	Debt	Lien	Amount
Bausch & Lomb Incorporated	Skelligs (Factoring Program)	US Accounts Receivable	$75,000

Schedule 4.01(n)

Bausch & Lomb Incorporated

Material Subsidiaries

	Percentage
	Consolidated	Consolidated
Subsidiary	Assets (a)	Sales (b)
Bausch & Lomb Ireland	22.78%	7.96%
B&L Surgical Inc.	21.37%	19.67%
Bausch & Lomb (Bermuda) limited	16.56%	0.00%
Group Chauvin	9.17%	2.07%
B&L European Phamraceuticals	8.20%	0.00%
B&L BV (Netherlands)	5.68%	13.24%
Bausch & Lomb Japan	4.98%	12.32%
Bausch & Lomb Pharmaceuticals	4.52%	7.38%
(a)   Including intercompany receivables (b)   Including intercompany sales

Schedule 5.02(d)

Bausch & Lomb Incorporated

Outstanding Debt

(000's)

						At December 30, 2000
	Description of Debt	CUSIP	Maturity Date	Interest	Rate	Short-Term	Long-Term
US
	Medium Term Notes	07171JAD8	08-Sep-03	Fixed	5.950%		$85,000
	Portable Notes	07171JAE6	12-Aug-26	Fixed	6.560		100,000
	Notes	071707AC7	15-Dec-04	Fixed	6.750		194,600
	Purtable/Callable Notes	071707AF0	01-Aug-11	Fixed	6.150		97,000
	Purtable/Callable Notes	071707AD5	01-Aug-13	Fixed	6.375		100,000
	Purtable/Callable Notes	071707AE3	01-Aug-25	Fixed	6.500		100,000
	Debentures	071707AG8	01-Aug-28	Fixed	7.125		194,000
	Industrial Development Bonds	-	07-Jul-05	Floating	-		8,500
	Skelligs (Factoring Program)	-	05-Apr-02	Floating	1 mo. LIBOR less 0.15%		75,000
	Accounting Reclass - Cash           Overdrafts	- -	-	-	- -	$10,083
	Other	-	Various	Various	Various		460
	Sub-total US					10,083	954,560
Non-US
	B&L Japan	-	-	Floating	-	20,484
	B&L Japan						4,453
	B&L Turkey					1,000
	Group Chauvin		Various	Various	Various	773	6,485
	Other		Various	Various	Various	268	126
	Sub-total Non-US					22,525	11,064
Total Debt						$32,608	$965,624

EXHIBIT A - FORM OF
PROMISSORY NOTE

U.S.$_______________                                            Dated:  _______________, 20__

FOR VALUE RECEIVED, the undersigned, BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Credit Agreement dated as of January 19, 2001 among the Borrower, the Lender and certain other lenders parties thereto, Salomon Smith Barney Inc., as arranger, Fleet National Bank, as documentation agent, The Chase Manhattan Bank, as syndication agent, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Termination Date.

          The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A., as Agent, at 399 Park Avenue, New York, New York 10043, in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.

          This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

BAUSCH & LOMB INCORPORATED

By_______________________________________
Title

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

EXHIBIT B - FORM OF
NOTICE OF BORROWING

Citibank, N.A., as Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, Delaware 19720                                            [Date]

                           Attention: Bank Loans Syndication Department

Ladies and Gentlemen:

          The undersigned, Bausch & Lomb Incorporated, refers to the Credit Agreement, dated as of January 19, 2001 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Salomon Smith Barney Inc., as arranger, Fleet National Bank, as documentation agent, The Chase Manhattan Bank, as syndication agent, and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

(i)	The Business Day of the Proposed Borrowing is _______________, 20__.
(ii)	The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
(iii)	The aggregate amount of the Proposed Borrowing is $_______________.
(iv)	[The initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is __________ month[s].]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A)	the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
(B)	no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

Very truly yours,

BAUSCH & LOMB INCORPORATED

By_______________________________________
Title:

EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Credit Agreement dated as of January 19, 2001 (as amended or modified from time to time, the "Credit Agreement") among Bausch & Lomb Incorporated, a New York corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement), Salomon Smith Barney Inc., as arranger, Fleet National Bank, as documentation agent, The Chase Manhattan Bank, as syndication agent, and Citibank, N.A., as administrative agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

          The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as follows:

1.	The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth on Schedule 1 hereto.
2.	The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto[; and (iv) attaches the Note held by the Assignor and requests that the Agent exchange such Note for a new Note payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto].
3.	The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v)  agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.13 of the Credit Agreement.
4.	Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto.
5.	Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6.	Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves.
7.	This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.
8.	This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

Schedule 1
to
Assignment and Acceptance

Percentage interest assigned:		_____%
Assignee's Commitment:	$_______________
Aggregate outstanding principal amount of Advances assigned:	$_______________
Principal amount of Note payable to Assignee:	$_______________
Principal amount of Note payable to Assignor:	$_______________
Effective Date1: _______________, 200_

[NAME OF ASSIGNOR], as Assignor

By________________________________________
     Title:

Dated: _______________, 200_

[NAME OF ASSIGNEE], as Assignee

By________________________________________
     Title:

Domestic Lending Office:
      [Address]

Eurodollar Lending Office:
      [Address]

Accepted [and Approved]² this
__________ day of _______________, 200_

CITIBANK, N.A., as Agent

By_______________________________
     Title:

[Approved this __________ day of _______________, 200_

1	This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent.
2	Required if the Assignee is an Eligible Assignee soley by reason of clause (iii) of the definition of "Eligible Assignee". BAUSCH & LOMB INCORPORATED By_______________________________1      Title: 1     Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the       definition to "Eligible Assignee".

January 19, 2001

To each of the Lenders parties
to the Credit Agreement dated
as of January 19, 2001
among Bausch & Lomb Incorporated,
said Lenders and Citibank, N.A.,
as Agent for said Lenders, and
to Citibank, N.A., as Agent

Bausch & Lomb Incorporated

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(h)(iv) of the Credit Agreement, dated as of January 19, 2001 (the "Credit Agreement"), among Bausch & Lomb Incorporated (the "Borrower"), the Lenders parties thereto, Salomon Smith Barney Inc., as arranger, Fleet National Bank, as documentation agent, The Chase Manhattan Bank, as syndication agent, and Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.

          I am Senior Counsel for the Borrower, and in that capacity, I am familiar with the preparation, execution and delivery of the Credit Agreement.

          In that connection, we have examined:

(1)	The Credit Agreement.
(2)	The documents furnished by the Borrower pursuant to Article III of the Credit Agreement.
(3)	The Certificate of Incoporation of the Borrower and all amendments thereto (the "Charter").
(4)	The by-laws of the Borrower and all amendments thereto (the "By-laws").
(5)	A certificate of the Secretary of State of New York, dated January 16, 2001, attesting to the continued corporate existence and good standing of the Borrower in that State.

I have also examined the originals, or copies certified to my satisfaction, of such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below. As to questions of fact material to such opinions, I have, when relevevant facts were not independently established by me, relied upon statements of the Borrower or its officers or of public officials. I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Initial Lenders and the Agent.

          The opinions expressed below are limited to the law of the State of New York and the Federal law of the United States.

          Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

1.	The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.
2.	The execution, delivery and performance by the Borrower of the Credit Agreement and the Notes, and the consummation of the transactions contemplated thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charter or the By-laws or (ii) any law, rule or regulation applicable to the Borrower (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or (iii) any contractual or legal restriction contained in any document listed in the Certificate or, to the best of our knowledge, contained in any "material contract" of the Company, as such term is defined pursuant to the Securities Exchange Act of 1934. The Credit Agreement and the Notes have been duly executed and delivered on behalf of the Borrower.
3.	No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of the Credit Agreement and the Notes.
4.	The Credit Agreement is, and after giving effect to the initial Borrowing, the Notes will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms.
5.	To the best of our knowledge, there are no pending or overtly threatened actions or proceedings against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that purport to affect the legality, validity, binding effect or enforceability of the Credit Agreement or any of the Notes or the consummation of the transactions contemplated thereby or, except as described in the Company's filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, that are likely to have a materially adverse effect upon the financial condition or operations of the Borrower or any of its Subsidiaries.

          The opinions set forth above are subject to the following qualifications:

(a)	The opinion in paragraph 4 above as to enforceability is subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar law affecting creditors' rights generally.
(b)	The opinion in paragraph 4 above as to enforceability is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(c)	No opinion is expressed as to (i) Section 2.14 of the Credit Agreement insofar as it provides that any Lender purchasing a participation from another Lender pursuant thereto may exercise set-off or similar rights with respect to such participation and (ii) the effect of the law of any jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement or the Notes may be sought, including, without limitation, any such law that limits the rates of interest legally chargeable or collectible.

Very truly yours,



/s/________________________

A. Robert D. Bailey
ARDB/jd

BAUSCH & LOMB INCORPORATED

OFFICER'S CERTIFICATE
(Three Year Credit Agreement)

          This Certificate is given by Alan H. Resnick, Vice President and Treasurer of BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), pursuant to Section 3.02 of the Three Year Credit Agreement, dated as of January 19, 2001, between and among the Borrower, the Lenders party thereto, SALOMON SMITH BARNEY INC., as arranger, FLEET NATIONAL BANK, as documentation agent, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A., as administrative agent, (the "Credit Agreement"). Capitalized terms not otherwise defined in this Certificate shall have the meaning attributed to them in the Credit Agreement. The undersigned hereby certifies that, to the best of his knowledge:

1.	The representations and warranties of the Borrower in Section 4.01 of the Credit Agreement are true and correct as of the date hereof; and
2.	As of the date hereof, there is no Default which has occurred and is continuing.

          IN WITNESS WHEREOF, the undersigned has signed and delivered this certificate pursuant to the Credit Agreement

Dated: January 19, 2001

/s/______________________________
Alan H. Resnick
Vice President and Treasurer

                                               One Bausch & Lomb Place                                     716 338 6010
                                                Rochester NY 14604-2701                                     Fax 716 338 8706

Jean F. Geisel
Corporate Secretary

CERTIFICATION

          I, Jean F. Geisel, Secretary of Bausch & Lomb Incorporated ("the Company"), a New York Corporation, do hereby certify that on April 22, 1986, the Board of Directors of the Company elected Alan H. Resnick as Vice President and Treasurer of the Company and that he has duly held such office at all times from April 22, 1986, to and including the date hereof, and has full power and authority to act on behalf of the Company;

          And I further certify that the following resolution was adopted at a meeting of the Board of Directors of said Company on December 14, 1993, that a quorum was at all times present and acting, that the passage of said resolution was in all respects legal, and that said resolution is in full force and effect as of the date hereof:

          RESOLVED: That the Chairman of the Board, the President, the Vice President - Finance, the Treasurer and the Assistant Treasurer are each authorized to do the following for this Company:

1.	To open and maintain bank accounts in any bank he may select for the deposit of the funds of this Company by its officers, agents and employees, and to designate those officers and other employees of the Company who may sign checks, drafts and other instruments having to do with the receipt, deposit and disbursement of such funds in connection with each of said bank accounts, and any bank shall be authorized to honor such checks, drafts and other instruments including when drawn to the individual order of any person whose name appears thereon as signer;
2.	To specify the circumstances, if any, under which facsimile signatures may be used on checks written on said accounts, and any bank shall be authorized to honor such checks regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed thereto if such facsimile signature resembles the facsimile specimens from time to time with said bank;
3.	To apply for the issuance of letters of credit of any nature, including those utilizing Bankers' acceptances up to 120 days for short term financing, in favor of such beneficiaries as to him seem advisable, and in connection therewith to execute and deliver such instructions, agreements and other documents as may be necessary or desirable;
4.	To arrange for the rental by the Company of safe deposit boxes or the use of night depository boxes, and to sign any agreements and other documents relating thereto; and
5.	To specify the circumstances under which instructions to, or information, from, banks or other financial institutions, including the making or authorizing of payments, transfers, or other orders, may be made by electronic or similar means.
6.	To execute and deliver on behalf of the Company any other instructions, agreements, hypothecations, pledges, assignments, indemnities, guarantees, trust receipts, statements and any other documents or instruments relating to the banking affairs of the Company.

In witness whereof, I have hereto set my hand this 19th day of January 2001.

/s/_____________________________
Jean F. Geisel
Secretary

                                               One Bausch & Lomb Place                                     716 338 6010
                                                Rochester NY 14604-2701                                     Fax 716 338 8706

Jean F. Geisel
Corporate Secretary

CERTIFICATION OF INCUMBENCY

          I, Jean F. Geisel, Secretary of Bausch & Lomb Incorporated ("the Company"), a New York Corporation, do hereby certify that on April 22, 1986, the board of Directors of the Company elected Alan H. Resnick as Vice President and Treasurer of the Company, that he has duly held such office at all times since April 22, 1986, to and including the date hereof, and that he has full power and authority to act on behalf of the Company.

          In witness whereof, I have hereto set my hand this 19th day of January 2001.

/s/__________________________
              Jean F. Geisel
              Secretary

SHERMAN & STERLING

FAX:  212-848-7179	599 LEXINGTON AVENUE	ABU DJABI
TELEX:  667290 WUI	NEW YORK, N.Y. 10022-6069	BEIJING
	212 848-4000	DUSSELDORF
		FRANKFURT
	January 19, 2001	HONG KONG
WRITER'S DIRECT NUMBER:		LONDON
		MENLO PARK
		NEW YORK
To the Initial Lenders party to the		PARIS
Credit Agreement referred to		SAN FRANCISCO
below and to Citibank, N.A., as		SINGAPORE
Agent		TOKYO
		TORONTO
		WASHINGTON, D.C.

Ladies and Gentlemen:

We have acted as special New York counsel to Citibank, N.A., as Agent, in connection with the preparation, execution and delivery of the Three Year Credit Agreement dated as of January 19, 2001 (the "Credit Agreement"), among Bausch & Lomb Incorporated, a Delaware corporation (the "Borrower"), and each of you (each a "Lender"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined.

In that connection, we have examined a counterpart of the Credit Agreement executed by the Borrower, the Revolving Credit Notes executed by the Borrower and delivered on the date hereof (for purposes of this opinion letter, the "notes") and, to the extent relevant to our opinion expressed below, the other documents delivered by the Borrower pursuant to Section 3.01 of the Credit Agreement.

In our examination of the Credit Agreement, the Notes and such other documents, we have assumed, without independent investigation (a) the due execution and delivery of the Credit Agreement by all parties thereto and of the Notes by the Borrower, (b) the genuineness of all signatures, (c) the authenticity of the originals of the documents submitted to us and (d) the conformity to originals of any documents submitted to us as copies.

In addition, we have assumed, without independent investigation, that (i) the Borrower is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority (corporate and otherwise) to execute, deliver and perform the Credit Agreement and the Notes and (ii) the execution, delivery and performance by the Borrower of the Credit Agreement and the Notes have been duly authorized by all necessary action (corporate or otherwise) and do not (A) contravene the certificate of incorporation, bylaws or other constituent documents of the Borrower, (B) conflict with or result in the breach of any document or instrument binding on the Borrower or (C) violate or require any governmental or regulatory authorization or other action under any law, rule or regulation applicable to the Borrower other than New York law or United States federal law applicable to borrowers generally or, assuming the correctness of the Borrower's statements made as representations and warranties in Section 4.01(c) of the Credit Agreement, applicable to the Borrower. We have also assumed that the Credit Agreement is the legal, valid and binding obligation of each Lender, enforceable against such Lender in accordance with its terms.

Based upon the foregoing examination and assumptions and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Credit Agreement and each of the Notes are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

Our opinion is subject to the following qualifications:

(i)	Our opinion above is subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar law affecting creditors' rights generally.
(ii)	Our opinion above is also subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(iii)	We express no opinion as to the enforceability of the indemnification provisions set forth in Section 9.04 of the Credit Agreement to the extent enforcement thereof is contrary to public policy regarding the exculpation of criminal violations, intentional harm and acts of gross negligence or recklessness.
(iv)	Our opinion above is limited to the law of the State of New York and the federal law of the United States of America and we do not express any opinion herein concerning any other law. Without limiting the generality of the foregoing, we express no opinion as to the effect of the law of a jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement or any of the Notes may be sought that limits the rates of interest legally chargeable or collectible.

A copy of this opinion letter may be delivered by any of you to any Person that becomes a Lender in accordance with the provisions of the Credit Agreement. Any such Lender may rely on the opinion expressed above as if this opinion letter were addressed and delivered to such Lender on the date hereof.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you or any other Lender who is permitted to rely on the opinion expressed herein as specified in the next preceding paragraph of any development or circumstance of any kind including any change of law or fact that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any Lender relying on this opinion letter at any time should seek advice of its counsel as to the proper application of this opinion letter at such time.

Very truly yours,

/s/________________________

Sherman & Sterling

WEH:SLH

EX-11

Bausch & Lomb Incorporated

Exhibit 11

Statement Regarding Computation of Per Share Earnings
(Share Amounts in Thousands Except Per Share Data)

	2000	1999
Income from continuing operations	$ 82.0	$102.7
Income (loss) from discontinued operations, net	-	34.0
Gain on early extinguishment of debt	1.4	-
Gain on disposals of discontinued operations, net	-	308.1
Net Income	$ 83.4	$444.8
Basic Net Income Per Common Share:
Continuing operations	$1.51	$1.79
Discontinued operations	-	0.59
Gain on early extinguishment of debt	0.03
Gain on disposal of discontinued operations	-	5.38
Net income per common share	$1.54	$7.76
Diluted Net Income Per Common Share:
Continuing operations	$1.49	$1.75
Discontinued operations	-	0.58
Gain on early extinguishment of debt	0.03
Gain on disposal of discontinued operations	-	5.26
Net income per common share	$1.52	$7.59
Basic average common shares outstanding (000s)	54,162	57,287
Dilutive effect of stock options (000s)	562	1,352
Diluted average common shares outstanding (000s)	54,724	58,639

Antidilutive outstanding stock options were excluded from the calculation of average shares outstanding. Total options excluded, in thousands, were 2,384 in 2000 and 1,149 in 1999. Actual outstanding Common and Class B shares at the beginning of the period were 57,376 in 2000 and 56,529 in 1999.

EX-12

Bausch & Lomb Incorporated

Exhibit 12

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

(Dollar Amounts In Millions)

	December 30, 2000	December 25, 1999
Earnings from continuing operaitons      before provision for income taxes      and minority interests	$160.7	$185.0
Fixed charges	70.1	90.3
Capitalized interest, net of current      period amortization	0.2	0.2
Total earnings as adjusted	$231.0	$275.5
Fixed charges:      Interest (including interest expense      and capitalized interest)	$68.4	$88.3
Portion of rents representative of the      interest factor	1.7	$2.0
Total fixed charges	$70.1	$90.3
Ratio of earnings to fixed charges	3.3	3.1

EX-13

2001

NOTICE OF

ANNUAL MEETING

AND PROXY

STATEMENT

[BAUSCH & LOMB LOGO]

-----------------------------------------------

Corporate Offices         One Bausch & Lomb Place

                                        Rochester NY 14604-2701

-----------------------------------------------

[BAUSCH & LOMB LOGO]

March 23, 2001

Dear Bausch & Lomb Shareholder:

We invite you to attend our annual meeting of shareholders on Tuesday, May 1, 2001, at 10:30 a.m., to be held at The Center for Biomedical Learning Conference Center at the Strong Memorial Medical Center Complex, School of Medicine and Dentistry, 601 Elmwood Avenue in Rochester, New York.

This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you about the agenda and the procedures for the meeting. It also describes how the company's Board of Directors operates and gives certain information about the company. In addition, you will note that for your convenience we have included the company's financial statements for 2000 as Exhibit A to the proxy statement.

We hope you will be able to attend the annual meeting. If you need special assistance at the meeting, please contact the Secretary of the company at the address above.

Sincerely,

/s/ William M. Carpenter

William M. Carpenter

Chairman and Chief Executive Officer

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

OF BAUSCH & LOMB INCORPORATED

Date:     May 1, 2001

Time:    10:30 a.m.

Place:    The Center for Biomedical Learning Conference Center

              Strong Memorial Medical Center Complex

              School of Medicine and Dentistry

              601 Elmwood Avenue

              Rochester, New York 14642-0001

Purpose: - Elect two directors

               - Ratify appointment of independent accountants

               - Conduct other business if properly raised

YOUR VOTE IS IMPORTANT. YOU MAY EITHER CALL THE TOLL-FREE NUMBER SET FORTH ON YOUR PROXY CARD OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO ENSURE ITS ARRIVAL IN TIME FOR THE MEETING.

/s/ Jean F. Geisel

Jean F. Geisel

Secretary

March 23, 2001

<PAGE>

Table of Contents

Page
General Information	1
Board of Directors	2
Matters to be Voted on by Shareholders	4
- Election of Directors (Item No. 1)	4
- Ratification of the Appointment of Independent Accountants (Item No. 2)	7
Security Ownership of Certain Beneficial Owners      and Directors and Executive Officers	7
Executive Compensation	9
- Report of the Committee on Management	9
- Compensation Tables	13
Total Return to Shareholders	16
Defined Benefit Retirement Plans	16
Related Transactions, Employment Contracts and      Termination of Employment and Change in Control Arrangements	17
Report of the Audit Committee	18
Additional Information	19
Exhibit A - Financial Statements	A1
Exhibit B - Charter of the Audit Committee	B1

BAUSCH & LOMB INCORPORATED

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, MAY 1, 2001

GENERAL INFORMATION

The approximate date on which the enclosed form of proxy and this proxy statement are first being sent to shareholders is March 23, 2001.

OUTSTANDING SHARES

On March 1, 2001, 53,116,678 shares of common stock and 455,590 shares of class B stock were outstanding. Each common share and class B share has one vote.

WHO MAY VOTE

Shareholders of Bausch & Lomb Incorporated as of the company's record date, March 9, 2001, may vote. A list of shareholders entitled to vote will be available at the request of any shareholder at the annual meeting.

HOW TO VOTE

You may vote by proxy or in person at the meeting. For this year's annual meeting, the company is providing shareholders the additional option of voting by telephone by calling the toll-free number set forth on the proxy card, or you may choose to mail your signed proxy card to our tabulator in the envelope provided. Even if you plan to attend the meeting, we recommend that you vote prior to the meeting. You can always change your vote as described below.

HOW PROXIES WORK

Bausch & Lomb's Board of Directors is asking for your proxy. By giving us your proxy, you authorize the proxyholders (members of Bausch & Lomb management) to vote your shares at the meeting in the manner you direct. If you do not specify how you wish us to vote your shares, your shares will be voted "for" all director candidates and "for" the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the company for 2001. Proxyholders will also vote shares according to their discretion on any other matter properly brought before the meeting.

You may receive more than one proxy card depending on how you hold your shares. Generally, you need to either call the toll-free number or sign and return all of your proxy cards to vote all of your shares. For example, if you hold shares through someone else, such as a stockbroker, you may get proxy material from them. Shares registered in your name and shares held in the Bausch & Lomb 401(k) Plan are covered by a separate proxy card. If a proxy card representing shares in the Bausch & Lomb 401(k) Plan is not voted, those shares will be voted by the trustee of the Plan in accordance with the direction of the majority of shares voted by other participants in the Plan.

If for any reason any of the nominees for election as directors shall become unavailable for election, discretionary authority may be exercised by the proxyholders to vote for substitutes proposed by the Board of Directors.

QUORUM

In order to carry out the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Shares owned by Bausch & Lomb are not voted and do not count for this purpose.

CHANGING YOUR VOTE

You may revoke your proxy before it is voted by submitting a new proxy with a later date, by voting in person at the meeting or by notifying Bausch & Lomb's Secretary in writing at the address under "Questions?" on page 20.

Bausch & Lomb   1   2001 Proxy Statement

VOTES NEEDED

Director nominees receiving the largest number of votes cast are elected, up to the maximum number of directors fixed by the Board to be elected at the meeting. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) have no impact on the election of directors, except to the extent that the failure to vote for a particular nominee may result in another nominee receiving a larger number of votes. Ratifying the appointment of PricewaterhouseCoopers LLP as independent accountants for 2001, and any other matter properly brought before the meeting, requires the favorable vote of a majority of the votes cast.

ATTENDING IN PERSON

Only shareholders, their designated proxies and Bausch & Lomb's guests may attend the meeting.

BOARD OF DIRECTORS

The Board of Directors of the company met nine times in 2000. Each of the directors attended 75% or more of the aggregate number of regularly scheduled and special Board and committee meetings held during the year.

Effective May 2, 2000, directors who were not employees of the company received an annual retainer of $52,000. In addition, directors who chair committees and are not employees of the company received a $5,200 annual retainer. No additional fees are paid for attendance at meetings. The company does not pay an annual retainer or fees to directors who are employees of the company.

The company's Annual Retainer Stock Plan for Non-Employee Directors was approved by the shareholders on May 10, 1996 and amended on January 25, 2000 to include director stock ownership guidelines. The guidelines provide that directors who own company shares with an aggregate market value of $260,000 or more have the option to receive their annual retainer in company stock or cash or a combination of both. Directors who have not met the guidelines receive at least one-half of the annual retainer in company stock.

Under the 1990 Stock Incentive Plan, non-employee directors annually receive non-qualified, fully-vested options to purchase shares of class B stock of the company. The number of options is determined by a fixed formula set forth in the Plan, and the exercise price of all such options is determined by the fair market value of the company's common stock on the date of grant. For fiscal year 2000, each non-employee director was granted 1,822 options to purchase class B shares at a price of $61.9688 per share.

COMMITTEES OF THE BOARD

The Board of Directors has established four standing committees to assist it in carrying out its responsibilities: the Executive Committee, the Audit Committee, the Committee on Management and the Committee on Directors.

EXECUTIVE COMMITTEE

Number of Members: Five
Members: William M. Carpenter (Chair), Franklin E. Agnew, John R. Purcell, William H. Waltrip and Kenneth L. Wolfe
Number of Meetings in 2000: Eight
Functions: - Holds regularly scheduled and special meetings between regular Board meetings to take action necessary for the                       company to operate efficiently

                   - Possesses all of the authority of the full Board, except as limited by the by-laws of the company

Bausch & Lomb   2   2001 Proxy Statement

AUDIT COMMITTEE

Number of Members: Four non-employee directors
Members: William H. Waltrip (Chair), Domenico De Sole, Jonathan S. Linen, Ruth R. McMullin
Number of Meetings in 2000: Three
Functions: - Reviews the scope and results of the independent accountants' annual examination of the company's consolidated                       financial statements
                   - Reviews the overall adequacy of internal controls with the company's internal auditors and independent accountants
                   - Recommends to the Board the appointment of the independent accountants
                   - Provides for direct communication among the Board, the independent accountants and the internal auditors
                   - Reviews with management non-audit services and related fees, as well as fees for the audit, to assess compatibility of                       non-audit services with the independence of the company's independent accountants
                   - Reviews with the company's general counsel and chief compliance officer the company's program for monitoring and                       assessing compliance with laws and company policy

COMMITTEE ON MANAGEMENT

Number of Members: Three non-employee directors
Members: Kenneth L. Wolfe (Chair), Franklin E. Agnew and Jonathan S. Linen
Number of Meetings in 2000: Six
Functions: - Reviews compensation policies to ensure that they provide appropriate motivation for corporate performance and                       increased shareholder value
                   - Recommends to the Board remuneration of the chief executive officer and determines remuneration of other officers of                       the company elected by the Board
                  - Conducts evaluation of the chief executive officer prior to submission of the evaluation to the Board
                  - Grants options under and otherwise administers the company's stock incentive plans and approves and administers any                       other compensation plan in which officers of the company participate
                  - Reviews and ensures that a process is in place to provide continuity and succession of officers and key employees

COMMITTEE ON DIRECTORS

Number of Members: Three non-employee directors
Members: John R. Purcell (Chair), Linda Johnson Rice and Alvin W. Trivelpiece
Number of Meetings in 2000: One
Functions: - Recommends to the Board all matters relating to the Board, including the development of policies on composition,                      participation, and the size of the Board, and the tenure and retirement of directors
                  - Recommends to the Board changes in the organization and procedures of the Board, including corporate governance
                  - Considers director nominees, including those submitted by shareholders, for recommendation to the Board

The Committee on Directors will consider director candidates proposed by shareholders. The company's by-laws provide that such shareholder submissions must include certain biographical information concerning the recommended individual, including age, address, employment history and board memberships, if any, and the candidate's written consent to the nomination and to serve if elected. To be considered for nomination at the 2002 annual meeting, shareholder submissions for nomination must be received at the offices of the company to the attention of the Secretary at One Bausch & Lomb Place, Rochester, New York 14604-2701 between January 1, 2002 and February 1, 2002.

Bausch & Lomb   3   2001 Proxy Statement

MATTERS TO BE VOTED ON BY SHAREHOLDERS

ITEM NO. 1

ELECTION OF DIRECTORS

GENERAL

The Board of Directors currently has ten members and, pursuant to the company's by-laws, is divided into three classes. One class is elected each year to serve for three years. The term of office of each class will expire, respectively, on the dates of the annual meetings of shareholders in 2001, 2002 and 2003. The directors whose terms expire at the 2001 annual meeting of shareholders are Domenico De Sole and Kenneth L. Wolfe. Accordingly, the Board of Directors has fixed the number of directors to stand for reelection at the 2001 annual meeting of shareholders at two, to serve until the 2004 annual meeting.

The company's Corporate Governance Guidelines state that when a director reaches age 70 during his or her term of office, he or she shall retire as a director effective on the date of the next annual meeting of shareholders. In accordance with these Guidelines, Alvin W. Trivelpiece, who has been a director of the company since 1989, will be retiring from service on the Board of Directors at the time of the annual meeting of shareholders.

Information about the nominees for election as directors, as well as those directors continuing in office, is presented below.

NOMINEES FOR ELECTION AS DIRECTORS - TERM EXPIRING 2004

--------------------------------------------------------------------------------

[DOMENICO DE

SOLE PHOTO]         DOMENICO DE SOLE                                                                                                                                                  Director since 1996

Age: 57

                                   Mr. De Sole has served since 1995 as president and chief executive officer of Gucci Group N.V., a multibrand                                     luxury goods company which designs, produces and distributes personal luxury accessories and apparel. He                                     joined that company in 1984 as president and chief executive officer of Gucci America, Inc. and in 1994 was                                     named chief operating officer of Gucci Group N.V.

--------------------------------------------------------------------------------

[KENNETH L.

WOLFE PHOTO]      KENNETH L. WOLFE                                                                                                                                                   Director since 1989

Age: 62

                                    Mr. Wolfe has served since 1994 as chairman and chief executive officer of Hershey Foods Corporation, a food                                      products manufacturing firm. He joined that firm in 1967 and held various executive positions before being                                      appointed vice president and chief financial officer in 1981. In 1984, Mr. Wolfe was named senior vice                                      president. From 1985 until 1993, he was president and chief operating officer. Mr. Wolfe is a director of the                                     Hershey Trust Company, Carpenter Technology Corporation and GPU, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE INDIVIDUALS IDENTIFIED ABOVE AS DIRECTOR NOMINEES OF THE COMPANY.

Bausch & Lomb   4   2001 Proxy Statement

<PAGE>

DIRECTORS CONTINUING IN OFFICE - TERM EXPIRING 2002

--------------------------------------------------------------------------------

[JONATHAN S.

LINEN PHOTO]          JONATHAN S. LINEN                                                                                                                                                 Director sine 1996

Age: 57

                                      Mr. Linen has served since 1993 as vice chairman of American Express Company, a diversified worldwide                                        travel and financial services company. He joined that company in 1969 and held various executive positions                                        before being appointed president and chief executive officer of Shearson Lehman Brothers in 1989. In 1992,                                        he was named president and chief operating officer of American Express Travel Related Services Company,                                        Inc. Mr. Linen is a member of the board of trustees of the National Urban League and the U.S. Council for                                        International Business, and is a member of The Council on Foreign Relations.

--------------------------------------------------------------------------------

[JOHN R. PURCELL

PHOTO]                       JOHN R. PURCELL                                                                                                                                                       Director since 1976

Age: 69

                                      Mr. Purcell has served since 1989 as chairman and chief executive officer of Grenadier Associates Ltd., a                                        venture banking firm. From 1991 until 1997, he served as chairman of Donnelley Marketing, Inc., a data-based                                        direct marketing company. From 1987 until 1990, he served as chairman of Mindscape, Inc., an educational                                        and entertainment computer software company. Mr. Purcell served from 1982 until 1986 as chairman and                                        president of SFN Companies, Inc., a communications company. Prior to that he served as executive vice                                        president of CBS, Inc. and as senior vice president, finance of Gannett Co., Inc. He is a director of Omnicom                                        Group, Inc., eLoyalty Corporation and Journal Register Company.

--------------------------------------------------------------------------------

[WILLIAM H.

WALTRIP PHOTO]    WILLIAM H. WALTRIP                                                                                                                                          Director since 1985

Age: 63

                                      Mr. Waltrip has served since 1993 as chairman of the board of Technology Solutions Company, a systems                                        integration company, and from 1993 until 1995 he was chief executive officer of that company. From 1996 to                                        1998, he also served as chairman of Bausch & Lomb Incorporated, and during 1996 was the company's chief                                        executive officer. From 1991 to 1993, he was chairman and chief executive officer of Biggers Brothers, Inc., a                                        food service distribution company and was a consultant to private industry from 1988 to 1991. From 1985 to                                        1988, he served as president and chief operating officer of IU International corporation, a transportation,                                        environmental and distribution company. Earlier, he had been president, chief executive officer and a director                                        of Purolator Courier Corporation. He is a director of Advanced Medicine, Inc., Charles River Laboratories,                                        Inc., Teachers Insurance and Annuity Association and Thomas & Betts Corporation.

Bausch & Lomb   5   2001 Proxy Statement

DIRECTORS CONTINUING IN OFFICE - TERM EXPIRING 2003

--------------------------------------------------------------------------------

[FRANKLIN E.

AGNEW PHOTO]      FRANKLIN E. AGNEW                                                                                                                                            Director since 1982

Age: 66

                                    Mr. Agnew serves as a business consultant to private industry. From 1989 until 1990, Mr. Agnew was trustee in                                      reorganization of Sharon Steel Corporation. From 1971 until 1986, Mr. Agnew was a director of H. J. Heinz                                      Company, a worldwide provider of processed food products and services, and from 1973 until 1986 was a                                      group executive with responsibility for various Heinz affiliates. Mr. Agnew is a director of The Prudential                                     Insurance Company of America.

--------------------------------------------------------------------------------

[WILLIAM M.

CARPENTER PHOTO]  WILLIAM M. CARPENTER                                                                                                                                 Director since 1996

Age: 48

                                    Mr. Carpenter became chairman of Bausch & Lomb in January 1999 and has served as chief executive officer                                      of Bausch & Lomb since 1997. He joined the company in March 1995 as executive vice president and global                                      business manager, eyewear, and was named president and chief operating officer in December 1995. From 1991                                      to 1994, he held several executive positions at Reckitt & Colman, Inc., the U.S. subsidiary of Reckitt &                                      Colman, plc, including serving as its president and chief executive officer. From 1977 to 1991, Mr. Carpenter                                      held several executive positions with Johnson & Johnson's health care and consumer products businesses.

--------------------------------------------------------------------------------

[RUTH R. MCMULLIN

PHOTO]                     RUTH R. MCMULLIN                                                                                                                                                  Director since 1987

Age: 59

                                    Mrs. McMullin is the chairperson of trustees of the Eagle-Picher Personal Injury Settlement Trust. She was a                                      member of the faculty of the Yale School of Management as a Management Fellow from 1994 to 1995. From                                      1992 to 1994, she was president and chief executive officer of the Harvard Business School Publishing                                      Corporation. From 1990 to 1992, Mrs. McMullin was a consultant to private industry and from 1991 to 1992,                                     she was also chief executive officer of UNR Industries, Inc. and a member of that company's chairman's                                      committee. From 1989 to 1990, Mrs. McMullin was president and chief executive officer of John Wiley &                                      Sons, Inc., a publishing company. She joined that company as executive vice president and chief operating                                      officer in 1987.

--------------------------------------------------------------------------------

[LINDA JOHNSON

RICE PHOTO]           LINDA JOHNSON RICE                                                                                                                                             Director since 1990

Age: 43

                                    Mrs. Rice has served since 1987 as president and chief operating officer of Johnson Publishing Company. In                                      addition to management of the company, she oversees the editorial content of Ebony and Jet magazines. She is                                      also president of Fashion Fair Cosmetics, a division of Johnson Publishing. Mrs. Rice is a director of Kimberly-                                     Clark Corporation, Omnicom Group, Inc., The Quaker Oats Company and VIAD Corp .

Bausch & Lomb   6   2001 Proxy Statement

ITEM NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has unanimously approved and voted to recommend that shareholders ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of the company for 2001. They have been independent accountants of the company since 1927. A representative of PricewaterhouseCoopers LLP plans to be present at the meeting, will have the opportunity to make a statement, and is expected to be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS

BENEFICIAL OWNERS OF MORE THAN 5% OF THE COMPANY'S COMMON STOCK

Name and Address of Beneficial Owners	Number of Shares and Nature of Beneficial Ownership	Percent of Outstanding Common Stock
Wellington Management Company, LLP 75 State Street Boston, MA 02109	6,556,480(1)	12.4%
Dodge & Cox One Sansome Street, 35th Floor San Francisco, CA 94104-4443	5,113,185(2)	9.7%
AIM Funds Management, Inc. 5140 Yonge Street Suite 900 Toronto, Ontario M2N 6X7	4,718,800(3)	8.9%
Institutional Capital Corporation and Affiliate 225 West Wacker Drive, Suite 2400 Chicago, IL 60606	4,333,722(4)	7.8%
Iridian Asset Management LLC and Affiliates 276 Post Road West Westport, CT 068880-4704	3,743,291(5)	7.0%
Ariel Capital Management, Inc. 307 N. Michigan Ave Suite 500 Chicago, IL 60601	2,697,510(6)	5.1%

(1)    Shares are as of December 31, 2000 and include 2,412,880 shares with respect to which there is shared power to vote and 6,556,480 shares with respect to which there is shared power of disposition. Includes 4,050,000 shares (7.7% of outstanding common stock) also reported as owned beneficially by The Vanguard Group, Post Office Box 2600, Valley Forge, PA 19482.

(2)    Shares are as of December 31, 2000 and include 4,771,985 shares with respect to which there is sole power to vote, 46,700 shares with respect to which there is shared power to vote and 5,113,185 shares with respect to which there is sole power of disposition.

(3)    Shares are as of December 31, 2000 and include 4,718,800 shares with respect to which there is shared power to vote and 4,718,800 shares with respect to which there is shared power of disposition.

(4)    Shares are as of December 31, 2000 and (i) include 4,058,222 shares with respect to which there is sole voting power and 4,333,722 shares with respect to which there is shared power of disposition and (ii) include 4,058,222 shares with respect to which there is sole voting power and 4,333,722 shares with respect to which there is shared power of disposition owned beneficially by an affiliate.

(5)    Shares are as of December 3l, 2000 and (i) include 3,700,391 shares with respect to which there is shared power to vote and 3,700,391 shares with respect to which there is shared power of disposition and (ii) include 42,900 shares owned beneficially by affiliates.

(6)    Shares are as of December 31, 2000 and include 2,464,865 shares with respect to which there is sole power to vote and 2,693,960 shares with respect to which there is sole power of disposition.

Bausch & Lomb   7   2001 Proxy Statement

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Presented below is information concerning the amount of company stock beneficially owned by each director and director nominee, each non-director officer named in the Summary Compensation Table appearing on page 13, and all directors and executive officers of the company as a group. All numbers stated are as of March 1, 2001, and include beneficial ownership of shares of common and class B stock, which are identical with respect to dividend and liquidation rights and vote together as a single class for all purposes.

Except for class B stock, which is transferable only in accordance with the terms of the company's stock incentive plan under which it was acquired, and except as otherwise indicated, sole voting and investment power exists with respect to all shares listed as beneficially owned. No individual named below beneficially owns more than 1% of the company's outstanding voting stock, and the shares beneficially owned by all directors and executive officers as a group constitute 3.2% of the company's outstanding voting stock.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership
Gary M. Aron	26,990 (1)
Franklin E. Agnew	32,249 (2)
William M. Carpenter	479,573 (3)
Domenico De Sole	8,241 (4)
Hakan S. Edstrom	49,020 (5)
Dwain L. Hahs	49,185 (6)
Jonathan S. Linen	13,253 (7)
Stephen C. McCluski	151,343 (8)
Ruth R. McMullin	28,621 (9)
John R. Purcell	45,499 (10)
Linda Johnson Rice	24,321 (2)
Thomas M. Riedhammer	121,562 (11)
Carl E. Sassano	168,017 (12)
Alvin W. Trivelpiece	26,321 (9)
William H. Waltrip	143,842 (13)
Kenneth L. Wolfe	23,855 (9)
All Directors and Executive Officers as a group (23 persons)	1,690,158

In addition to shares beneficially owned by directors and executive officers of the company, as indicated above, such persons may also own common stock equivalents under deferred compensation plans of the company, reflecting further their economic stake in the value of the company's common stock. As of March 1, 2001, the following common stock equivalents were owned by (i) the company's executive officers: Mr. Carpenter, 61,679; Mr. Edstrom, 20,617; Mr. Hahs, 7,066; Mr. McCluski, 13,485; Dr. Riedhammer, 12,124; Mr. Sassano, 19,153; (ii) the company's directors: Mr. Purcell, 12,018; and (iii) all executive officers and directors of the company as a group: 174,969.

(1)    Includes 19,226 shares and 69 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan, and 500 shares of restricted stock subject to satisfaction of certain vesting conditions.

(2)    Includes 19,037 shares which may be acquired within 60 days through the exercise of stock options.

(3)    Includes 389,896 shares and 476 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan, and 36,100 shares of restricted stock subject to satisfaction of certain vesting conditions.

(4)    Includes 7,097 shares which may be acquired within 60 days through the exercise of stock options.

(5)    Includes 35,800 shares and 172 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan, and 2,500 shares of restricted stock subject to satisfaction of certain vesting conditions. Mr. Edstrom resigned from the company on January 26, 2001.

(6)    Includes 1,067 shares acquired under the 401(k) Plan, and 112 shares of restricted stock subject to satisfaction of certain vesting conditions.

Bausch & Lomb   8   2001 Proxy Statement

(7)    Includes 7,097 shares which may be acquired within 60 days through the exercise of stock options.

(8)    Includes 116,878 shares and 1,223 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan, and 7,260 shares of restricted stock subject to satisfaction of certain vesting conditions.

(9)    Includes 19,037 shares which may be acquired within 60 days through the exercise of stock options.

(10)  Includes 3,154 shares which may be acquired within 60 days through the exercise of stock options.

(11)  Includes 96,514 shares and 953 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan. Dr. Riedhammer retired from the company on September 29, 2000.

(12)  Includes 156,714 shares and 4,299 shares, respectively, which may be acquired within 60 days through the exercise of stock options and acquired under the 401(k) Plan. Mr. Sassano resigned his position on August 24, 2000.

(13)  Includes 134,834 shares which may be acquired within 60 days through the exercise of stock options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The company's directors and executive officers are required to file reports with the Securities and Exchange Commission concerning their ownership of company stock. Based on the company's review of such reports, all reports were filed on a timely basis and there are no known failures to file by directors and executive officers during 2000.

EXECUTIVE COMPENSATION

REPORT OF THE COMMITTEE ON MANAGEMENT
In 2000, the Committee on Management of the Board of Directors met six times. In advance of each meeting, management reviews the agenda with the committee chair and, prior to the meeting, each committee member receives a complete briefing book, which details each topic to be considered by the committee. The committee chair reports to the Board of Directors on committee discussions and key actions.

COMPENSATION PHILOSOPHY AND POLICY
Executive compensation at Bausch & Lomb is designed to align the financial interests of executives with the interests of shareholders by leveraging the mix of base salary, annual incentives and long-term incentives, placing greater emphasis on "at risk" pay components tied to key stock appreciation drivers. Overall compensation is also structured to attract and retain the highest caliber executives.

The Bausch & Lomb program provides a competitive level of total compensation opportunity and offers incentive and equity ownership opportunities linked to annual and long-term company performance and to shareholder return.

To maintain a competitive level of compensation, the company commissions an independent consulting firm to conduct an annual survey of executive compensation in a defined group of companies. The surveyed companies are selected based on the following criteria: (i) the similarity of their product lines to those of Bausch & Lomb; (ii) the competitive market for executive talent and (iii) the availability of compensation data provided confidentially to a third party. The surveyed companies include many, but not all, of the companies in the S&P Health Care Composite used in the Comparison of Five-Year Cumulative Total Shareholder Return chart on page 16. Complete compensation data is not widely available for all of the companies in the S&P Health Care Composite.

The annual survey compares Bausch & Lomb's total executive compensation opportunity to the compensation of matched jobs in the peer group of companies, based on the relative size of the peer company or, for certain officers managing operating units, the division or the business which that executive leads. The study includes base compensation, annual incentives and long-term incentives, including stock-based compensation. The aggregate compensation package, other than long-term incentive compensation, is targeted to pay at the 50th percentile of the peer group of companies, if performance criteria are achieved (i.e., if financial performance and stock appreciation meet expectations). Long-term incentive compensation is targeted to pay at the 75th percentile as explained below under Long-Term Incentive Awards. The relative financial performance of Bausch & Lomb and its peer group, together with the compensation survey results, are reviewed by the committee at least annually.

After considering the survey data, business objectives and compensation philosophy and strategy, the committee determines targeted levels of base compensation, long- and short-term incentives and stock option award levels for the officers of the company. In approving salary and incentive payments for individuals other than the chief executive officer, the committee also considers recommendations made by the chief executive officer.

Bausch & Lomb   9   2001 Proxy Statement

BASE PAY
Base pay levels and increases for each officer take into consideration the individual's current performance, experience, the scope and complexity of his or her position within the company and the external competitive marketplace for comparable positions at peer companies. Base pay for officers is reviewed each year, and generally adjusted annually. In 2000, the company's average officer base compensation was at the targeted 50th percentile of peer group officer base pay.

In determining Mr. Carpenter's base salary, the committee considered the comparator companies' actual and forecasted chief executive officer compensation (on a size-adjusted basis), targeting the 50th percentile of the peer group chief executive officer base pay. The committee also considered financial and strategic performance of the company in the preceding year (1999) under Mr. Carpenter's direction. No weighting was assigned to the foregoing factors. In 2000, Mr. Carpenter's base salary was above the targeted 50th percentile of the peer group chief executive officer base pay.

ANNUAL INCENTIVE AWARDS
In 2000, under the company's Economic Value Added, or EVA(R)¹, incentive compensation program, corporate officers, including those identified in the Summary Compensation Table on page 13, were eligible for annual incentive awards. These awards were based upon actual performance of the company, or, for operating units identified as separate EVA centers, the actual performance of that EVA center, in achieving EVA improvement against targets established by the Committee on Management in early 2000. EVA improvement occurs when the ratio of: (i) net operating profit after tax to (ii) capital employed in the business increases over time. This establishes a direct link between incentive compensation and return on capital. The bonus target for each officer is expressed as a percentage of base pay, falling within a range of 37-90%, depending upon the position, with the chief executive officer's target set at 90%. Incentive targets for the executive officers were at the 50th percentile of the comparator group of companies. Mr. Carpenter's incentive target was at the 50th percentile of the comparator group of companies.

The committee defined performance intervals to establish measurement standards for determining the range of payouts as a percentage of the target payment. The performance intervals establish the criteria for a payout from zero to 200% of the target payment, but there is no cap and no floor in the incentive calculation.

The EVA program provides the incentive of a significant bonus opportunity, but also uses a "cumulative bonus bank" feature to ensure that extraordinary EVA improvements are sustained before extraordinary awards are paid out. If EVA performance exceeds the EVA goal, the target bonus plus one-half of the incentive calculation in excess of the target amount is paid currently, and the other half of the additional incentive is carried forward, in the bank, to the next year, payment of which is subject to future results. Similarly, a decline in EVA performance creates a negative bonus bank impact which is carried into future years and may reduce future awards. This bonus bank creates short- and long-term incentive features, rewarding sustained performance and continued employment.

For Messrs. Carpenter and McCluski, as well as for Mr. Sassano, the annual incentive was based entirely on overall corporate EVA performance. In 2000, Bausch & Lomb's corporate EVA performance was negative, resulting in a deficit bonus of -24% of target. As a result, Mr. Carpenter was required to forfeit $189,000 from amounts accumulated in the bonus bank based on performance in previous years as provided in the EVA program. After the forfeiture, Mr. Carpenter received a net payment of $358,037 reflecting the balance of prior years' earnings that remained in the bonus bank. Executive officers identified in the Summary Compensation Table on page 13 who managed business units had up to 25% of their annual incentive based on the EVA performance of the business unit they managed.

LONG-TERM INCENTIVE AWARDS
The package of long-term incentives offered to officers in 2000 included stock options and stock grants. The package of long-term incentives is targeted at the 75th percentile of peer company long-term incentive awards.

Under the Bausch & Lomb 1990 Stock Incentive Plan, which was approved by the shareholders, officers of the company are eligible to receive awards of stock options and stock grants, as approved by the committee. Guidelines for stock options and stock grants are based on a review of comparator company data in combination with an internal assessment of the scope and complexity of the executive's position. For each officer position, a target stock award is defined based on market data (the target amount for options is below the targeted percentile for aggregate compensation). That dollar amount is then divided by the current stock price to determine the number of shares. The committee reviews the competitiveness of the target awards annually.

(1) EVA(R) is a registered trademark of Stern Stewart & Co.

Bausch & Lomb   10   2001 Proxy Statement

In July 2000, the committee awarded options within this framework. The 2000 options will vest over three years. All stock options were priced at the fair market value of the underlying stock as of the date of the grant. In 2000, Mr. Carpenter received options to purchase 124,000 shares of class B stock with an exercise price of $61.9688 per share. This award was at the target level for an annual award based on market considerations and the committee's evaluation of Mr. Carpenter's performance as chairman and chief executive officer.

Under the Cumulative EVA Program, corporate officers, including those identified in the Summary Compensation Table on page 13, received restricted stock grants made pursuant to the company's 1990 Stock Incentive Plan. Each restricted stock grant under the Cumulative EVA Program vests based on achievement by the company of three-year corporate EVA goals approved by the committee at the time of grant. These awards are targeted at 25% of participants' aggregate long-term incentive compensation, with the chief executive officer's award under the Cumulative EVA Program targeted at 25% of such long-term incentive compensation. Actual awards under the Cumulative EVA Program, upon vesting, can range from 0-200% of the target number of shares awarded, depending upon company performance against pre-approved multi-year goals. In addition, since awards are expressed in shares of company stock, the actual value of awards upon vesting will vary based upon upward and downward changes in the market value of Bausch & Lomb common stock from the date of grant to the vesting date. The Cumulative EVA Program was designed to provide executives with incentives for long-term EVA improvements while also increasing stock ownership to further align executives' interests with those of shareholders.

In accordance with the Cumulative EVA Program, in 2000 Mr. Carpenter was awarded the shares of class B restricted stock described in the table on page 15 entitled "Long Term Incentive Plan - Awards in Last Fiscal Year". Based upon the company's achievement against pre-established multi-year EVA improvement goals for the years 1998-2000, Cumulative EVA Program awards for company executive officers, including Mr. Carpenter, vested at 127% of the target award, with the value set forth in the Summary Compensation Table on page 13.

In addition to the Cumulative EVA Program, restricted stock grants may be awarded periodically to officers of the company. In 2000, restricted stock grants were awarded to officers other than the chief executive officer, including one of the persons identified in the Summary Compensation Table on page 13, to reflect promotions, hiring packages or the company's desire to retain key executive talent.

OFFICER STOCK OWNERSHIP PROGRAM
The Officer Stock Ownership Program was a special one-time grant of stock options intended to immediately increase holdings of Bausch & Lomb stock by officers.

Participating officers, including the chief executive officer and the officers named on the Summary Compensation Table on page 13, other than Mr. Sassano and Dr. Riedhammer, were granted an option to purchase shares of Bausch & Lomb stock at fair market value on Monday, October 16, 2000. The grants immediately vested and were exercised under loan by participants using Bausch & Lomb's established stock option loan program.

Participants received grants up to a maximum of one times annual base salary. All aspects of the grants and the loans are consistent with Bausch & Lomb's 1990 Stock Incentive Plan guidelines.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
An additional key element of total compensation for Mr. Carpenter is the Supplemental Executive Retirement Plan ("SERP") II, under which he has vested. This Plan, funded by life insurance, is designed to minimize the cost to the company, and to provide a competitive retirement benefit (60% replacement ratio). All other executive officers participate in SERP III, described on page 17. Contributions made under SERP II and SERP III Plans do not result in taxable income to the participants.

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RESPONSE TO INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF CERTAIN COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986 (the "Code") limits to $1,000,000 per person the company's tax deduction of certain non-performance-based compensation paid in a given year to its most highly compensated officers. The levels of non-performance-based salary, bonus and other compensation paid by the company do not typically exceed this level, except that the total compensation paid to Mr. Carpenter for services in fiscal 2000 which remains subject to the Section 162(m) limitation exceeded this level by $302,687. In order to minimize the potential for lost tax deductibility, the committee recommended, and shareholders approved in 1998, amendments to certain company plans which were designed to assure that performance-based compensation plans currently in place achieve compliance with the requirements of Section 162(m) of the Code. The committee's present intention is to use the requirements of Section 162(m) as a guide in its compensation-related decisions, except where the best interests of the company and its shareholders dictate otherwise.

CONCLUSION
Each element of the officer compensation package is reviewed by the Committee on Management to ensure that base pay and incentive opportunities are at competitive levels and to provide incentive systems reflecting strong financial performance and an alignment with shareholder interests. In summary, we believe the total compensation philosophy and compensation program serve the best interests of the shareholders.

Committee on Management

Kenneth L. Wolfe, Chair
Franklin E. Agnew
Jonathan S. Linen

Bausch & Lomb   12   2001 Proxy Statement

COMPENSATION TABLES
The individuals named in the following tables include the company's chief executive officer and the six other most highly compensated executive officers of the company for the fiscal year ended December 30, 2000. Three of the individuals named below are no longer officers of the company.

SUMMARY COMPENSATION TABLE
		Annual Compensation			Long-Term Compensation
Name	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)		Restricted Stock Award(s) ($) (1)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation ($) (2)
W.M. Carpenter Chairman and CEO	2000 1999 1998	$875,615 $825,000 $735,000	$0 $1,191,713 $764,400	$32,813 $34,402 $1,136,621		$0 $0 $405,000	149,000 125,000 106,000	$965,512 $1,103,189 $19,250	$65,223 $46,775 $22,073
C.E. Sassano(3) President and COO	2000 1999 1998	$458,365 $500,000 $402,800	$0 $503,669 $288,002	$35,396 $41,012 $502,491		$0 $0 $287,188	80,000 60,000 48,000	$144,132 $471,721 $7,477	$46,128 $22,214 $14,370
D.L. Hahs Sr. V.P. Global Supply Chain	2000 1999 1998	$376,800 $362,300 $345,000	$2,486 $0 $246,675	$27,956 $26,895 $27,913		$233,691 $1,478,989 $0	33,500 0 37,000	$0 $389,486 $364,435	$3,652 $15,752 $9,825
S.C. McCluski Sr. V.P. and CFO	2000 1999 1998	$375,351 $360,000 $340,200	$0 $317,790 $243,243	$31,706 $22,260 $263,982		$0 $0 $90,000	39,500 30,000 31,000	$232,962 $248,743 $6,600	$33,008 $18,295 $13,305
H.S. Edstrom(3) Sr. V.P. and President Americas Region	2000 1999 1998	$366,067 $325,000 $250,000	$0 $286,894 $177,750	$34,092 $29,531 $258,931		$0 $0 $224,750	51,500 32,400 30,000	$208,181 $223,845 $12,938	$32,494 $9,750 $0
T.M. Riedhammer(3) Sr. V.P. and President Global Pharmaceuticals	2000 1999 1998	$309,837 $325,000 $307,400	$0 $286,894 $219,791	$27,617 $19,923 $324,871		$0 $0 $143,594	24,000 20,000 19,000	$16,782 $300,071 $5,982	$33,699 $21,092 $14,366
G.M. Aron Sr. V.P., Research, Development and Engineering	2000 1999 1998	$265,275 $237,927 $214,576	$26,758 $79,693 $67,591	$23,249 $0 $0		$0 $0 $53,594	18,500 4,200 4,200	$5,262 $7,053 $17,860	$3,763 $2,803 $4,800

(1)    The restricted stock award for Mr. Hahs, reported above, will vest dependent upon continued employment, as follows: 3,450 shares vest in 2002 and 450 shares vest in 2003. Holders of restricted stock, including restricted stock granted under the company's Cumulative EVA Program, are entitled to dividend and voting rights on the shares. At December 30, 2000, the aggregate number of shares and corresponding value as of such date of restricted stock owned by named individuals were as follows: Mr. Carpenter, 45,350 shares valued at $1,833,954; Mr. Hahs, 7,625 shares valued at $308,355; Mr. McCluski, 10,260 shares valued at $414,914; Mr. Edstrom, 11,725 shares valued at $474,159; and Mr. Aron, 4,630 shares valued at $187,237.

(2)    The amounts reported in this column for 2000 consist solely of the company's matching contributions under its 401(k) plan and 401(k) excess plan.

(3)    Messrs. Sassano and Edstrom resigned their positions on August 24, 2000 and January 26, 2001, respectively, and Dr. Riedhammer retired on September 29, 2000.

Bausch & Lomb   13   2001 Proxy Statement

Options/SAR Grants in Last Fiscal Year
Individuals Grants					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(1)
		% of Total
		Options/
	Number of	SARs
	Securities	Granted to
	Underlying	Employees	Exercise or		0%		5%		10%
	Options/SARs	In Fiscal	Base Price		Stock	Dollar	Stock	Dollar	Stock	Dollar
Name	Granted (#) (2)	Year (3)	($/Sh) (4)	Expiration Date	Price	Gain	Price (5)	Gain	Price (5)	Gain
W.M. Carpenter	149,000	10.17%	$57.7200	During 2010	$57.7200	$0	$118.86	$9,109,860	$189.26	$19,599,460
C.E. Sassano	80,000	5.46%	$61.9700	July 24, 2010	$61.9700	$0	$100.94	$3,117,600	$160.73	$7,900,800
D.L. Hahs	33,500	2.29%	$54.7800	During 2010	$54.7800	$0	$89.23	$1,154,075	$142.09	$2,924,885
S.C. McCluski	39,500	2.70%	$55.8700	During 2010	$55.8700	$0	$91.01	$1,388,030	$144.91	$3,517,080
H.S. Edstrom	51,500	3.52%	$48.8900	During 2010	$48.8900	$0	$79.64	$1,583,625	$126.81	$4,012,880
T.M. Riedhammer	24,000	1.64%	$61.9700	July 24, 2010	$61.9700	$0	$100.94	$935,280	$160.73	$2,370,240
G.M. Aron	18,500	1.26%	$53.0700	During 2010	$53.0700	$0	$86.45	$617,530	$137.65	$1,564,730

(1)    There is no assurance that the value realized by an optionee will be at or near the amount estimated using this model. These amounts rely on assumed future stock price movements which management believes cannot be predicted with a reliable of accuracy.

(2)    Stock options granted to the named executives vest annually in one-third increments, except for the special one time grants of stock options under the Officer Stock Ownership Program which vested immediately as described on page 11.

(3)    Based on total number of options granted to employees equal to 1,464,692.

(4)    The exercise price reflected in this column for Messrs. Carpenter, Hahs, McCluski, Edstrom and Aron is the average market value for the respective options granted during 2000. The exercise price for Mr. Sassano and Dr. Riedhammer is equal to the fair market value of such options on the date of the grant in 2000.

(5)    Fair market value of stock at end of actual option term, assuming annual compounding at the stated value.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
			Number of Securities Underlying Unexercised Options/SARs at FY-End (#)		Value of Unexercised, In-the-Money Options/SARs at FY-End ($)
Name	Number of Shares Acquired on Exercise	Value Realized (1)	Exercisable	Unexercisable	Exercisable (2)	Unexercisable (2)
W.M. Carpenter	25,000	$0	389,896	242,666	$722,200	$0
C.E. Sassano	3,426	$145,926	156,714	135,998	$112,849	$0
D.L. Hahs	9,500	$0	0	24,000	$0	$0
S.C. McCluski	11,588	$66,033	116,878	60,332	$153,391	$0
H.S. Edstrom	7,500	$0	30,800	75,600	$12,525	$59,363
T.M. Riedhammer	0	$0	96,514	43,666	$112,224	$0
G.M. Aron	6,500	$0	19,226	16,198	$26,956	$0

(1)    Market value of company's common stock at exercise minus the exercise price.

(2)    Market value of company's common stock at year end minus the exercise price.

Bausch & Lomb   14   2001 Proxy Statement

LONG-TERM INCENTIVE COMPENSATION

As described in more detail in the Report of the Committee on Management on page 10, the EVA Plan requires that 50% of accrued bonuses payable in excess of 100% of target bonus be banked. The amount in the bonus bank is at risk in the sense that in any year the accrued bonus is negative, the negative bonus amount is subtracted from the outstanding bonus bank balance. For fiscal 2000, the accrued bonus for Messrs. Carpenter, Sassano, McCluski and Edstrom and Dr. Riedhammer was negative and the amounts reported below were subtracted from the bonus bank for each of the named executive officers. A portion of the amounts accumulated in the bonus bank in previous years was paid to the named executives, including Mr. Carpenter, in accordance with the EVA Plan. Such amounts are reflected, together with awards previously granted under the company's Cumulative EVA Program which vested in 2000, as Long-Term Incentive Plan Payouts in the Summary Compensation Table on page 13.

Name	Amounts Banked (Forfeited) ($)
W.M. Carpenter	($189,000)
C.E. Sassano	($71,505)
D.L. Hahs	0
S.C. McCluski	($49,513)
H.S. Edstrom	($37,750)
T.M. Riedhammer	($119,713)
G.M. Aron	0

LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR ⁽¹⁾

			Estimated Future Payments under Non-Stock Price-Base Plans
Name	Number of Shares	Performance Period (years)	Threshold (shares)	Target (shares)	Maximum (shares)
W.M. Carpenter	17,600	3	0	17,600	35,200
C.E. Sassano	0	3	0	0	0
D.L. Hahs	3,725	3	0	3,725	7,450
S.C. McCluski	4,260	3	0	4,260	8,520
H.S. Edstrom	3,725	3	0	3,725	7,450
T.M. Riedhammer	0	3	0	0	0
G.M. Aron	2,130	3	0	2,130	4,260

(1)    Grants under the company's Cumulative EVA Program will vest at the end of each respective performance period after approval by the Committee on Management of the company's EVA performance results for each said period.

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TOTAL RETURN TO SHAREHOLDERS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
DECEMBER 1995 THROUGH DECEMBER 2000

[LINE GRAPH]

Assumes $100 invested on last day of December 1995. Dividends are reinvested quarterly.

Date	Bausch & Lomb	S&P Health Care Composite	S&P 500
Dec. 1995	$100.00	$100.00	$100.00
Dec. 1996	$90.80	$120.70	$122.90
Dec. 1997	$105.40	$173.42	$163.85
Dec. 1998	$163.10	$249.98	$210.58
Dec. 1999	$188.87	$229.42	$254.83
Dec. 2000	$114.01	$311.75	$230.68

DEFINED BENEFIT RETIREMENT PLANS

Under the company's Retirement Benefits Plan, all employees of the company and certain subsidiaries who have reached age 21 and have at least one year of service are participants. Prior to January 1, 2000, monthly retirement benefits were based on a formula that provided both company non-contributory benefits and additional benefits based on optional employee contributions. Monthly benefits paid under the Plan were based on employee earnings as defined in the Plan, Social Security covered compensation, and credited years of service at the time of retirement.

Bausch & Lomb   16   2001 Proxy Statement

Effective January 1, 2000, the Plan was amended to be a cash balance retirement plan which accrues benefits in a hypothetical account which can be paid either as a single lump sum or converted to a lifetime monthly annuity at time of retirement or separation from the company. Under the amended Plan, optional employee contributions are no longer permitted. Account values increase annually based on earnings, as defined in the Plan, as well as other factors such as age, service and interest credited on account balances. Benefits vest after five years of service as defined in the Plan. Messrs. Carpenter, Sassano, Hahs, McCluski, Riedhammer, and Aron are vested participants under this Plan. Mr. Edstrom is not a vested participant under this Plan. Assuming continued employment to normal retirement age, the estimated annual benefits payable to Messrs. Carpenter, Hahs, McCluski and Aron are $39,207, $94,406, $60,321 and $21,057, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $67,781 and $23,536, respectively.

In addition, the company maintains a separate Retirement Benefit Restoration Plan which provides eligible employees additional retirement benefits which would otherwise be provided under the Retirement Benefits Plan but are excluded from that Plan by specific federal regulatory limitations. Benefits vest after five years of service as defined in the Plan. Messrs. Sassano, Hahs, McCluski, Riedhammer and Aron are vested participants under this Plan. Mr. Edstrom is not a vested participant under this Plan. Assuming continued employment to normal retirement age, the estimated annual benefit payable to Messrs. Hahs, McCluski and Aron is $145,857, $129,252 and $14,464, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $84,801 and $26,802, respectively.

The company maintains two Supplemental Executive Retirement Plans ("SERP"), under which officers may become eligible for retirement benefits in addition to those provided under the company's Retirement Benefits Plan. No officer is eligible to participate in more than one company SERP, and the officers named in the Summary Compensation Table on page 13 are participants in one of the SERPs described below. Participants who vest under SERP II will receive annual benefits, payable monthly, in an amount equal to a percentage of their final average salary and bonus compensation. The percentage used is a function of age at retirement: 32% at age 55, and up to 60% at age 62. For SERP III, prior to January 1, 2001, benefits were based on a rate of 0.5% of final average salary and bonus compensation for each year of officer service. Effective January 1, 2001, the plan was amended to be a cash balance retirement plan which accrues benefits for eligible officers in a hypothetical account, at an annual rate of 5% of covered earnings, as defined in the Plan. Benefits are paid either as a single lump sum or converted to a lifetime monthly annuity at time of retirement or separation from the company. Benefits vest upon the completion of five years of service. The plans also provide for the payout of the net present value of all benefits in the event of a change in control of the company.

Mr. Carpenter has vested under SERP II. Messrs. Sassano, Hahs, McCluski, Riedhammer and Aron have vested under SERP III. Mr. Edstrom is not vested under SERP III. Assuming continued employment to normal retirement age, the estimated annual benefit payable for Mr. Carpenter under SERP II is $1,563,866. Assuming continued employment to normal retirement age, the estimated annual benefit payable to Messrs. Hahs, McCluski and Aron under SERP III is $81,645, $87,356 and $22,984, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $51,465 and $19,574, respectively. Under each of the foregoing plans, the benefit payable is stated as a cash balance. However, for purposes hereof, the annual payments stated above are calculated by applying an actuarial-based conversion factor against the projected value of the individual's cash balance account at normal retirement age.

RELATED TRANSACTIONS, EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

In connection with class B shares purchased under the company's stock incentive plans, the company may loan the participant an amount equal to the full amount of the purchase price of those shares, in which case the shares serve as collateral for the loan. The rate of interest on loans to participants is the lesser of the applicable federal rates announced monthly by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code of 1986, or 9%. To the extent applicable, the largest aggregate amount of indebtedness outstanding which exceeded $60,000 at any time in the company's 2000 fiscal year for directors and executive officers of the company was as follows: (i) the company's directors: Mrs. McMullin, $111,649; Mr. Purcell, $731,326; Mrs. Rice, $69,222; Mr. Waltrip, $119,824 and (ii) the company's executive officers: Mr. Aron, $238,095; Mr. Carpenter, $915,750; Mr. Alan H. Farnsworth, $352,742; Mr. Hahs, $450,734; Mr. Jurij Z. Kushner, $418,298; Mr. John M. Loughlin, $247,653; Mr. McCluski, $479,594; Mr. Mark M. Sieczkarek, $238,095; Mr. Robert B. Stiles, $539,028. As of March 1, 2001, the outstanding amount of such indebtedness was as follows: (i) the company's directors: Mrs. McMullin, $111,649; Mr. Purcell, $731,326; Mrs. Rice, $69,222; Mr. Waltrip, $119,318; and (ii) the company's executive officers: Mr. Aron, $238,095; Mr. Carpenter, $915,750; Mr. Farnsworth, $352,742; Mr. Hahs, $450,734; Mr. Kushner, $418,298; Mr. Loughlin, $247,653; Mr. McCluski, $479,594; Mr. Sieczkarek, $238,095; Mr. Stiles, $649,162.

Bausch & Lomb   17   2001 Proxy Statement

The company has entered into agreements, for an indefinite term, with all persons named in the Summary Compensation Table on page 13. Each agreement provides that, in the event of a change in control (as defined in the agreements) which is followed within either two or three years, as determined under the agreements, by (i) termination of the officer's employment; (ii) a downgrading of the officer's position; or (iii) voluntary termination under circumstances specified in the agreements, the officer will be entitled to: (a) salary and pro rata bonus then due and (b) a lump sum separation payment equal to either two or three times annual base salary and bonus as determined under the agreements. In 1996, the company reduced the benefits to new executive officers, so that they will receive benefits equal to two times his or her compensation rather than three times his or her compensation. Each officer will also be entitled to a continuation of certain benefits and perquisites for up to two or three additional years as determined under the agreements. These benefits and perquisites may be reduced by corresponding benefits or perquisites provided by a subsequent employer during the period in which they are provided.

The company has entered into an agreement with Mr. Sassano in connection with the termination of his employment. This agreement provides for payment of severance for 24 months at Mr. Sassano's then current salary as set forth in the Summary Compensation Table on page 13; a portion of his EVA bonus bank from prior years which, after forfeiture of $71,505 based on 2000 performance, resulted in a payment of $144,132 on March 2, 2001; and a continuation of various benefits through the severance period. The agreement also restricts Mr. Sassano's ability to enter into businesses that compete with the company for a period of two years from his separation date of March 7, 2001. Mr. Sassano's agreement was filed as an exhibit to the company's Form 10-Q for the period ended September 23, 2000.

REPORT OF THE AUDIT COMMITTEE

A new feature of this Proxy Statement is this Report of the Audit Committee, which discusses the composition, role and certain determinations of the Audit Committee.

The members of the Audit Committee are Messrs. William H. Waltrip (Chair), Domenico De Sole and Jonathan S. Linen, and Mrs. Ruth R. McMullin. None of the Audit Committee members is a former employee of the company, except for Mr. Waltrip, who, on an interim basis, served as the company's chief executive officer during 1996, and as its chairman from 1996 to 1998. In view of the interim nature of Mr. Waltrip's service, and in view of the fact that Mr. Waltrip's return to service solely as director has been characterized by the independent judgment and oversight which highlighted his ten years of service as an outside director prior to 1996, the Board of Directors has determined that it is in the best interest of the company for Mr. Waltrip to be available to serve on the company's Audit Committee and that Mr. Waltrip's prior positions with the company do not interfere with his exercise of independent judgment as chair of the Audit Committee. None of the Audit Committee members has a business relationship with the company, or is a partner, controlling shareholder or executive officer of an entity that has a material business relationship with the company. In addition, there is no Audit Committee member who is employed as an executive of another company where any of the company's executives serves on that other firm's compensation committee. No member of the Audit Committee is an immediate family member of an individual who is an executive officer of the company or any of its affiliates.

Each member of the Audit Committee is financially literate, in accordance with the qualifications set forth by the company's Board of Directors in its business judgment. In addition, at least one member of the Audit Committee has accounting or related financial management expertise, as the Board of Directors interprets this qualification in its business judgment.

In 2000, the Audit Committee met three times. The Board of Directors has adopted a written Charter, setting forth the authority and responsibilities of the Audit Committee. A copy is attached as Exhibit B. Consistent with its Charter, the Audit Committee took the actions identified on page 3 of this Proxy Statement. In addition, the Audit Committee recommended for Board approval, based on the full scope of its activities, that (i) the audited financial statements be included by reference in the company's annual report on Form 10-K for the year ended December 30, 2000 and (ii) PricewaterhouseCoopers LLP be ratified as the company's independent accountants for 2001.

AUDIT FEES

In its review, the Audit Committee examined a report from PricewaterhouseCoopers LLP of the fees billed to the company for fiscal year 2000, which included $1,193,000 for the audit and review of quarterly reports on Form 10-Q.

Bausch & Lomb   18   2001 Proxy Statement

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP received fees in the amount of $683,000 for financial information systems design and implementation.

ALL OTHER FEES
PricewaterhouseCoopers LLP received $2,851,000 in the aggregate for all other fees, which includes $1,282,000 for tax-related services; $988,000 for acquisition and divestiture assistance; $205,000 for statutory audits of subsidiaries; $135,000 for internal audit services and $241,000 for other services.

The Committee has considered whether the provision of non-audit services is compatible with maintaining the accountants' independence.

Audit Committee

William H. Waltrip, Chair
Domenico De Sole
Jonathan S. Linen
Ruth R. McMullin

ADDITIONAL INFORMATION

DIRECTORS' AND OFFICERS' INSURANCE

The company has purchased insurance from the Federal Insurance Company and National Union Fire Insurance Company, insuring the company against obligations it might incur as a result of the indemnification of its directors and officers for certain liabilities they might incur, and insuring such directors and officers for additional liabilities against which they may not be indemnified by the company. This insurance was renewed effective January 30, 2001 for a period of one year at a cost of $451,000.

OTHER BUSINESS

We do not expect any business to come up for shareholder vote at the meeting other than the items described in this booklet. If other business is properly raised, your proxy card authorizes the proxyholders to vote as they deem appropriate.

The company's by-laws contain provisions regarding matters which may properly be brought before the shareholders at an annual meeting. The most recently revised by-laws are attached as Exhibit (3)-a to the company's Form 10-Q filed November 10, 1998.

SHAREHOLDER PROPOSALS FOR NEXT YEAR

In order to be eligible for inclusion in the company's proxy materials for next year's annual meeting of shareholders, any shareholder proposal (other than the submission of nominees for directors) must be received by the company to the attention of the Secretary at its principal executive offices not later than the close of business on November 24, 2001.

Shareholder proposals received by the company between January 1, 2002 and February 1, 2002 may also be considered at next year's annual meeting of shareholders but may not be included in the proxy materials for next year's annual meeting of shareholders .

ANNUAL REPORT

A summary Annual Report to Shareholders for the year ended December 30, 2000 accompanies the proxy material being mailed to all shareholders. The summary Annual Report is not a part of the proxy solicitation material.

HOW WE SOLICIT PROXIES

Bausch & Lomb pays the costs of soliciting proxies. We are paying Georgeson Shareholder Communications Inc. a fee of $12,000 plus expenses to help with the solicitation. In addition to this mailing, the company may solicit proxies personally, electronically or by telephone. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions.

Bausch & Lomb   19   2001 Proxy Statement

PEOPLE NEEDING SPECIAL ASSISTANCE

If you plan to attend the annual meeting, we can provide reasonable assistance to help you participate in the meeting if you let us know in advance. Please call or write the Secretary at least two weeks before the meeting at the number or address under "Questions?" below.

QUESTIONS?

If you have questions or need more information about the annual meeting, write to the

    Secretary
    Bausch & Lomb Incorporated
    One Bausch & Lomb Place
    Rochester, New York 14604-2701

or call us at (716) 338-6010.

For additional information about the company, we invite you to visit Bausch & Lomb's Internet site at www.bausch.com. Internet site materials are for your general information and are not part of this proxy solicitation.

According to rules of the Securities and Exchange Commission ("SEC"), the information presented in this proxy statement under the captions "Report of the Committee on Management", "Report of the Audit Committee" and "Comparison of Five-Year Cumulative Total Shareholder Return" shall not be deemed to be "soliciting material" or to be filed with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934, and nothing contained in any previous filings made by the company under the aforementioned Acts shall be interpreted as incorporating by reference the information presented under the specified captions.

YOUR VOTE IS VERY IMPORTANT!

Please vote by calling the toll-free number set forth on your proxy card or

by signing and promptly returning your proxy card in the enclosed envelope.

March 23, 2001

Bausch & Lomb   20   2001 Proxy Statement

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FINANCIAL REVIEW
Dollar Amounts In Millions - Except Per Share Data

This financial review, which should be read in conjunction with the accompanying financial statements, contains management's discussion and analysis of the company's results of operations, liquidity and 2001 outlook. References within this financial review to share refer to diluted earnings per share.
     Bausch & Lomb Incorporated (the "company") reported net income of $83 or $1.52 per share for the year ended December 30, 2000, compared to 1999 net income of $445 or $7.59 per share. Income from continuing operations was $82 or $1.49 per share in 2000 compared to $103 or $1.75 per share in 1999. The company's results for each of the years presented were impacted by several significant items. Restructuring charges and asset write-offs recorded in the fourth quarter, partially offset by reversals of restructuring charges recorded in prior periods, reduced 2000 income from continuing operations by $22 or $0.40 per share after taxes. Purchase accounting adjustments related to the acquisitions of Groupe Chauvin and Woehlk Contact-Linsen GmbH (Woehlk) reduced 2000 income from continuing operations by $26 or $0.48 per share after taxes. Other significant charges relating to the settlement of litigation and charges associated with a failed acquisition attempt reduced 2000 income from continuing operations by $15 or $0.28 per share after taxes. Income from continuing operations was increased by $15 or $0.28 per share after taxes related to the settlement of litigation with Alcon Laboratories, Inc. (Alcon). In addition, the company recognized an extraordinary gain of $1 or $0.03 per share after taxes on the early extinguishment of long-term debt.
     During 1999, the company sold its sunglass, hearing aid and biomedical businesses, generating an aggregate after-tax gain of $308 or $5.26 per share. Income from continuing operations was $103 or $1.75 per share in 1999 compared to $56 or $0.99 per share in 1998. Restructuring charges and asset write-offs recorded in the fourth quarter, partially offset by reversals of restructuring charges recorded in prior periods, reduced 1999 income from continuing operations by $34 or $0.58 per share after taxes. Purchase accounting adjustments related to the surgical acquisitions, as well as restructuring charges and asset write-offs, reduced 1998 income from continuing operations by $49 or $0.87 per share after taxes.

REVENUES AND EARNINGS BY BUSINESS SEGMENT

The company is organized by product line for management reporting purposes with segment earnings being the primary measure of segment profitability. Segment earnings exclude the significant items noted above. The company reports its operating results in three segments: vision care, pharmaceuticals and surgical. The vision care segment includes contact lenses, lens care products and vision accessories. The pharmaceuticals segment includes generic and proprietary prescription ophthalmic drugs and over-the-counter (OTC) products with an emphasis on ophthalmic medications. The surgical segment includes cataract, refractive and other ophthalmic surgery products and equipment. As discussed in Note 1 - Accounting Policies, shipping and handling fees have been reclassified to net sales (revenues) from cost of products sold in accordance with new accounting guidance for all years presented.

Bausch & Lomb   A1   2001 Proxy Statement

     The following table summarizes sales and earnings by segment and presents total company operating earnings. Throughout the remainder of this financial review, the term "purchase accounting adjustments" will be used to refer to purchased in-process research and development and other required purchase accounting adjustments associated with acquisitions.

	2000		1999		1998
	As Reported	% of Total Net Sales	As Reported	% of Total Net Sales	As Reported	% of Total Net Sales
Net Sales
Vision Care	$1,023.0	58%	$1,034.1	58%	$  975.0	61%
Pharmaceuticals	273.2	15%	293.9	17%	241.6	15%
Surgical	476.2	27%	436.3	25%	387.9	24%
	$1,772.4		$1,764.3		$1,604.5
	As Reported	% of Segment Earnings	As Reported	% of Segment Earnings	As Reported	% of Segment Earnings
Operating Earnings
Vision Care	$  215.3	78%	$  200.5	61%	$  208.4	70%
Pharmaceuticals	13.5	5%	66.1	20%	49.2	16%
Surgical	47.7	17%	64.1	19%	43.0	14%
Segment Earnings	$  276.5		$  330.7		$  300.6
Corporate administration	(50.7)		(63.0)		(52.6)
Comparable basis operating earnings	225.8		267.7		248.0
Restructuring charges and   asset write-offs	(33.7)		(53.5)		(5.4)
Purchase accounting adjustments	(26.8)		-		(73.1)
Other significant charges	(23.4)		-		-
Earnings from continuing operations	$  141.9		$  214.2		$  169.5

Net Sales Net sales in 2000 increased $8 or less than one percent over 1999. On a constant dollar basis (excluding the effect of foreign currency exchange rates), revenue increased 3%. Increased revenues in the surgical segment and incremental revenues from acquisitions were partially offset by revenue declines in the vision care and pharmaceuticals segments. In 1999, net sales increased $160 or 10% versus 1998 with virtually no impact from foreign currency exchange rate changes.

Operating Earnings Operating earnings consist of segment earnings less corporate administration expenses, restructuring charges and asset write-offs, purchase accounting adjustments and other significant charges. In 2000, segment earnings decreased $54 or 16% as compared to the prior year, reflecting decreases in the pharmaceuticals and surgical segments partially offset by an increase in the vision care segment. Segment earnings in 1999 increased $30 or 10% versus 1998, reflecting double-digit increases in the pharmaceuticals and surgical businesses offset by a decrease in vision care. Corporate administration expense in 2000 of $51 or 2.9% of net sales decreased from $63 or 3.6% of net sales in 1999, primarily as a result of reductions in expenses which are based on company performance. Corporate administration expense in 1999 increased to 3.6% as a percentage of sales versus 3.3% in 1998. This increase was driven primarily by costs associated with year 2000 and financial systems upgrades. Restructuring charges and asset write-offs are discussed below. The purchase accounting adjustments for purchased in-process research and development amounted to $24 and $41 and inventory adjustments amounted to $3 and $32 in 2000 and 1998, respectively. Other significant charges include $3 related to a failed acquisition attempt and $20 for the settlement of litigation. The litigation settlement charge included $15 related to an action filed in the United States District Court for the Middle District of Florida by the Florida Attorney General as discussed in Note 17 - Subsequent Event. The amount recorded reflects the expense the company expects to incur related to this litigation.
     Unless otherwise noted, discussion in the remainder of this financial review excludes restructuring charges and asset write-offs, purchase accounting adjustments and other significant charges.

Bausch & Lomb   A2   2001 Proxy Statement

RESTRUCTURING CHARGES AND ASSET WRITE-OFFS

In 2000, 1999 and 1997, the company's board of directors approved plans to restructure certain of the company's business segments and corporate administrative functions. The company completed all actions under the 1999 program as of December 30, 2000 and all actions under the 1997 program as of December 25, 1999. These plans are described more fully in Note 5 - Restructuring Charges And Asset Write-offs, and represent the company's program to enhance its competitive position.

2000 Program

During 2000, management announced the company would realign as an integrated operating company with centralized management of research and development and supply chain operations and with commercial operations managed on a regional basis. To accomplish this reorganization, management identified areas where redundancies existed and consolidations and reengineering of corporate and business unit operations could occur. To date, management has identified actions and notified the appropriate personnel in what it considers Phase I of a two-part restructuring program. As a result, a pre-tax amount of $43 was recorded during the fourth quarter for restructuring charges and asset write-offs. Management anticipates recording approximately $10 of additional reserves for Phase II in the first half of 2001.
     The Phase I and Phase II actions are expected to result in cash outflows of approximately $22 and $10, respectively. The majority of the outflows are expected to occur in the second and third quarters of 2001. The company anticipates that its current cash position as well as the cash provided through operations will provide adequate funding for these actions. Actions in this restructuring plan are expected to be completed by the end of 2001.
     Phase I of this program is expected to yield pre-tax cost savings of approximately $20 in 2001 and $35 annually beginning in 2002. Phase II of this program is expected to yield pre-tax cost savings of approximately $5 in 2001 and $10 annually beginning in 2002. These savings will be realized primarily through reduced cost of products sold and selling, administrative and general expenses. These savings will be reinvested into research and development (R&D), marketing and other programs designed to accelerate revenue growth.

1999 Program

In December 1999, management announced that in order to increase its competitiveness and performance, the company would exit certain manufacturing platforms in the contact lens business and consolidate others into focused facilities, as well as reduce certain global administrative costs. As a result, a pre-tax charge of $57 was recorded during the fourth quarter for restructuring and asset write-offs. The after-tax impact of this charge was $36 or $0.62 per share.
     During 2000, all actions under this program were completed and the remaining reserve of $9 was reversed and included as a reduction in the restructuring charges and asset write-off line of the company's statement of income.
     This program is expected to yield pre-tax cost savings of approximately $27 annually beginning in 2001. These savings will be realized primarily through reduced cost of products sold and selling, administrative and general expenses. A portion of these savings have been reinvested into R&D.

1997 Program

During 1998 and 1997, the company recorded cumulative pre-tax restructuring charges and asset write-offs of $46 pertaining to continuing businesses. The after-tax impact of these charges was $4 and $26 or $0.07 and $0.47 per share for the fiscal years 1998 and 1997, respectively.
     During 1999, all actions under this program were completed and the remaining reserve of $3 was reversed and included as a reduction in the restructuring charges and asset write-offs line of the company's statement of income.
     The goal of the 1997 restructuring program was to enhance the company's competitive position and to reduce the annual impact of general and administrative, logistics and distribution costs by streamlining functions and closing certain facilities. This program yields cost savings of approximately $40 annually, a portion of which has been reinvested in marketing and advertising to support new product launches.

VISION CARE SEGMENT RESULTS

2000 Versus 1999 The vision care segment includes the contact lens, lens care and vision accessories businesses. Revenues in this segment were $1,023 in 2000, a decrease of 1% from 1999. In constant dollars, sales increased 1% over the prior year. Contact lenses comprised 49% of sales and lens care and vision accessories together comprised 51% of sales.
     Contact lens revenues grew 4%, driven by sales of the company's newer contact lens products, including Bausch & Lomb Two Week, SofLens66 toric and PureVision. Outside the U.S., contact lens sales grew 3%, driven by strong gains in sales of SofLens66 toric in Europe, as well as increased sales of Medalist in Japan. Contact lens sales were up 6% in the U.S., reflecting the 2000 launch of

Bausch & Lomb   A3   2001 Proxy Statement

Bausch & Lomb Two Week, and strong demand for other newer products. These increases were partially offset by declines in older product offerings. Lens care and vision accessories revenues declined 6% in 2000. Gains outside of the U.S. in lens care revenues were more than offset by a 10% decline in the U.S. The continuing trend of lessening consumer demand for lens care products, driving reductions in shelf space and lower inventory requirements among U.S. retailers, led to the decline. On a constant dollar basis, the Asia-Pacific region had strong growth in lens care, driven primarily by higher sales of the ReNu line. This growth was partially offset by declines in Europe.
     Earnings in this segment increased $15 or 7%. The increase was driven by improved gross margins and lower marketing and advertising expenses which were partially offset by the impact of currency rate changes.

1999 Versus 1998 Revenues in this segment were $1,034 in 1999, an increase of 6% over 1998, with a negligible impact from currency rate changes. Contact lenses comprised 47% of sales and lens care and vision accessories together comprised the remaining 53%.
     Contact lens revenue grew 9%, driven by double-digit growth in planned replacement and disposable lenses (collectively, PRD), including SofLens one day, SofLens66 toric and PureVision. Outside the U.S., contact lens sales grew 14%, driven by strong gains in sales of SofLens one day in Europe, as well as increased sales of Medalist in Japan. Contact lens sales were flat in the U.S., with modest growth in the company's PRD lenses offset by an expected decline in sales of traditional lenses. Lens care and vision accessories revenues grew 4% in 1999 with gains driven primarily by strong sales of the ReNu line, especially in Japan where ReNu multi-purpose solution was introduced.
     Earnings in this segment declined $8 or 4%, primarily due to increased selling, administrative and general expenses and unfavorable manufacturing variances caused by reduced production of older lines of PRD lenses.

PHARMACEUTICALS SEGMENT RESULTS

2000 Versus 1999 The pharmaceuticals segment includes prescription ophthalmic drugs and OTC medications. Revenues in this segment were $273 in 2000, a decrease of 7% from 1999. These results include a negative impact of $7 related to a change in the method of estimating pricing allowances for generic pharmaceutical products. In constant dollars, sales were down 3% from the prior year.
     Outside the U.S., revenues increased 22%. These results include incremental revenues from the acquisition of Groupe Chauvin, as well as moderate constant dollar sales growth in the company's Dr. Mann Pharma subsidiary. These gains were more than offset by the impact of changes in currency rates as well as the results in the U.S., where pharmaceuticals revenues declined 22%. In the U.S., strong double-digit growth in sales of proprietary pharmaceuticals was more than offset by declines in the company's lines of generic otic and multi-source ophthalmic products, resulting from significantly intensified competitive pricing pressures.
     Segment earnings decreased 80% from 1999, due mostly to price declines in the U.S. generic pharmaceuticals business. A decrease in general administration costs was more than offset by increases in selling and R&D expenditures primarily related to investments to develop additional applications for the implant technology for treating back-of-the-eye disease. In addition, there were higher amortization costs associated with the recent acquisition.

1999 Versus 1998 Segment revenues were $294 which represented an increase of $52 or 22% over 1998, with a negligible impact from currency.
     In the U.S., pharmaceuticals revenues increased 37%. Contributing to these results were a significant increase in sales of generic otic products, which benefited from a competitor's exit from the market in late 1998; increased revenues from the company's line of proprietary ophthalmic anti-inflammatory products, Lotemax and Alrex, which continued to gain market share throughout 1999; strong results for generic desmopressin, the first generic prescription nasal spray to be approved by the FDA; and an increase in revenues in the OTC business due in part to higher sales of Opcon-A product. Results in the Dr. Mann Pharma subsidiary in Germany were flat, reflecting higher proprietary sales offset by lower OTC sales and negative currency impacts.
     Segment earnings increased 35% from 1998, due in part to favorable pricing opportunities in the otic line. A portion of the incremental margin realized from increased otic sales was reinvested in R&D, which increased by $14 or 65% and represented 12% of 1999 sales versus 9% in 1998.

SURGICAL SEGMENT RESULTS

2000 Versus 1999 The surgical segment includes products used for cataract, refractive and retinal surgery. Segment revenues were $476, which represented an increase of $40 or 9% over 1999, and an increase of 13% in constant dollars.
     The increase in segment revenues was due to strong growth in sales of products for refractive surgery, with sales of cataract products essentially flat. Revenues from refractive surgery products benefited from strong demand for the company's Technolas 217 laser outside the U.S., as well as the launch of the laser inside the U.S., following initial regulatory approval late in February 2000. Revenues from cataract products were negatively affected by manufacturing constraints for the supply of the company's line of foldable intraocular lenses.

Bausch & Lomb   A4   2001 Proxy Statement

     Segment earnings decreased $17 or 26% primarily due to increases in marketing and R&D expenses as a percentage of sales. This reflects the company's continued commitment to accelerate R&D spending in support of its goal of consistently bringing new products to market. The increase in R&D also reflects a $8 charge related to the termination of a development, supply and license agreement with Optex Ophthalmologics, Inc. (Optex). The company has signed an agreement to acquire Optex to take control of and redirect the development program for Catarex (TM)(1) technology for the surgical removal of cataracts.

1999 Versus 1998 Segment revenues were $436 which represented an increase of $48 or 12% over 1998, and an increase of 14% in constant dollars.
     The increase in revenues in all regions was driven primarily by sales of products for refractive surgery, including Hansatome microkeratomes and disposable blades, diagnostic technologies and lasers. This success was aided by the acquisition of Hansa Research and Development, Inc. in the first quarter of 1999, which improved the company's ability to deliver microkeratomes and blades to the market. Also contributing to the segment's success in the refractive market has been the positive response received regarding the company's Orbscan diagnostic technology which was obtained through the 1999 acquisition of Orbtek, Inc.
     Segment earnings increased $21 or 49% due to a reduction in selling, administrative and general expenses as a percentage of sales as a result of the integration of the two surgical businesses the company acquired at the beginning of 1998.

OPERATING COSTS AND EXPENSES

The ratio of cost of products sold to sales for continuing businesses was 42.0% in 2000, versus 40.5% and 39.7% for the years ended 1999 and 1998, respectively. The increase in 2000 reflected pricing erosion in the U.S. generic pharmaceuticals business and the negative impact of changes in foreign currency exchange rates. These factors were partially offset by improvement in vision care margins resulting from initiatives to consolidate contact lens manufacturing. The unfavorable trend in 1999 reflected a decrease in vision care margins due to unfavorable manufacturing variances resulting from lower production of older styles of contact lenses and higher costs in the European distribution center.
     Selling, administrative and general expenses, including corporate administration, were 38.4% of sales in 2000 compared to 38.8% in 1999 and 40.1% in 1998. Company-wide efforts to improve efficiency through investment in information technology and restructuring contributed to the favorability. The improvement in 1999 from 1998 reflected benefits from the integration of the surgical businesses as well as lower marketing expenditures in the pharmaceuticals business, particularly for OTC products.
     R&D expenses totaled $121 in 2000, an increase of $24 or 25% over 1999. In 1998, these costs were $77. This represented 6.9% of sales in 2000 versus 5.5% and 4.8% in 1999 and 1998, respectively. Overall, the three-year trend demonstrates the company's continued commitment to accelerate R&D spending in support of its goal of consistently bringing new products to market, in particular, the implant technology for treating back-of-the-eye diseases.

REVENUES AND EARNINGS BY GEOGRAPHIC REGION

A summary of sales and earnings from continuing businesses by geographic region follows:

	2000		1999		1998
	As Reported	% of Total Net Sales	As Reported	% of Total Net Sales	As Reported	% of Total Net Sales
Net Sales
U.S.	$  874.0	49%	$  934.3	53%	$  846.7	53%
Non-U.S.	898.4	51%	830.0	47%	757.8	47%
	$1,772.4		$1,764.3		$1,604.5
	Comparable Basis	% of Operating Earnings	Comparable Basis	% of Operating Earnings	Comparable Basis	% of Operating Earnings
Operating Earnings
U.S.	$   62.8	28%	$  139.7	52%	$  122.7	49%
Non-U.S.	163.0	72%	128.0	48%	125.3	51%
	$  225.8		$  267.7		$  248.0

(1)     Catarex is a trademark of Optex Ophthalmologics, Inc.

Bausch & Lomb   A5   2001 Proxy Statement

2000 Versus 1999 Sales in markets outside the U.S. increased 8% over the prior year and represented 51% of total revenues in 2000 and 47% in 1999. Revenues include $44 from the acquisitions of Groupe Chauvin and Woehlk during the second half of 2000. Gains in surgical and pharmaceutical sales were offset by the impact of currency changes, primarily within the pharmaceuticals segment. Gains on vision care products in Europe and the Asia-Pacific region were also impacted by currency rates. On a constant dollar basis, sales outside the U.S. increased 14%.
     Revenues in Europe advanced 5% as constant dollar growth in all product segments and incremental sales from acquisitions were moderated by the effects of the weakened euro. Sales in the Asia-Pacific region increased 13% over the prior year and increased 11% in constant dollars. The increase in this region reflects strong sales of refractive surgery products and continued growth in sales of lens care products. Revenues in Canada and Latin America combined increased 6% driven by strong sales of surgical and vision care products in Latin America.
     U.S. sales, which represented 49% of total consolidated revenues, decreased 6% from 1999. Higher sales of proprietary pharmaceuticals, refractive surgery and newer contact lens products were more than offset by lens care sales and generic pharmaceutical pricing declines. U.S. surgical sales, including exports, increased slightly over the prior year.
     In 2000, operating earnings in markets outside the U.S. increased 27% from 1999, and represented 72% of total operating earnings, versus 48% in 1999. Earnings were led by the European region due to improved margins related to restructuring initiatives in vision care operations and reductions in marketing and advertising expense. The Asia-Pacific and Latin America regions also experienced significant improvement in operating earnings due to the strong sales growth noted above. In the U.S., 2000 operating earnings decreased 55% versus the prior year. Lower administrative expenditures were offset by higher R&D costs, increased spending for marketing and advertising of newer products and significant price declines in certain pharmaceutical products which negatively impacted margins.

1999 Versus 1998 Sales in markets outside the U.S. increased 10% over the prior year and represented 47% of total revenues in 1999 and 1998. Increased revenues for vision care products, driven by exceptional results for PRD lenses, and favorable surgical results, more than offset flat sales in pharmaceuticals. Currency exchange rates had a minimal impact on consolidated non-U.S. sales. European revenues advanced 3%, and 8% in constant dollars, due mainly to strong results of PRD lenses. Sales in the Asia-Pacific region increased 18% over the prior year, and advanced 8% in constant dollars, due in large part to the growth of PRD lenses and lens care products throughout most of the region. Revenues in the Canada and Latin America region increased 20% with improved surgical sales in Canada partially offset by currency impacts in Latin America.
     U.S. sales, which represented 53% of total consolidated revenues, increased 10% from 1998. U.S. sales benefited from double-digit growth in pharmaceutical products, led by the incremental impact from generic otic products and the proprietary products Lotemax and Alrex, as well as exceptional growth in sales of products for refractive surgery.
     In 1999, operating earnings in markets outside the U.S. increased 2% from 1998, and represented 48% of total operating earnings, versus 51% in 1998. Earnings were led by the Asia-Pacific region where Medalist contact lenses and ReNu multi-purpose solution performed well, aided by favorability in foreign currency. Earnings in the European region declined overall versus 1998 due to the impact of currency. In the U.S., 1999 operating earnings increased 14% versus the prior year. Margin improvements in the pharmaceuticals and surgical segments combined to offset higher R&D and administrative expenditures.

NON-OPERATING INCOME AND EXPENSE

Other Income and Expense Interest and investment income was $52 in 2000, $46 in 1999 and $43 in 1998. The increase in 2000 over 1999 reflects higher investment levels from cash generated by divestitures in mid-to-late 1999. The 1999 increases in income over 1998 also reflected higher investment balances as well as higher interest rates.
     Interest expense was $69 in 2000, $88 in 1999 and $99 in 1998. The decrease in 2000 from 1999 is due to lower average debt levels throughout the year. The decrease in 1999 from 1998 was mostly due to 1999 divestitures, which yielded in excess of $1 billion in cash, some of which was used to significantly reduce short-term debt.
     The company's net gain from foreign currency transactions increased $4 over 1999. The increase is due to an increase in premium income realized from foreign exchange contracts hedging net investments and transaction exposures. Net gains from foreign currency transactions in 1999 were comparable to 1998.
     The company does not speculate in foreign currency. The company selectively executes foreign currency transactions to protect the translated earnings and cash flows of certain foreign units. In addition, the company hedges identified transaction exposures on an after-tax basis to minimize the impact of exchange rate movements on operating results.
     Other income consisted of proceeds from a patent litigation settlement with Alcon. The settlement agreement resolved the patent infringement case Bausch & Lomb filed against Alcon in October 1994. Under the terms of the settlement agreement, Alcon made an up-front payment to Bausch & Lomb of $25, which was recorded as income in the first quarter of this year. Additionally, Alcon will pay Bausch & Lomb a stream of royalties over the next eight years for a worldwide license under Bausch & Lomb's patent for the

Bausch & Lomb   A6   2001 Proxy Statement

simultaneous use of a chemical disinfecting solution with an enzyme cleaning product for contact lens care. Other income of $7 in 1999 resulted from the liquidation of an investment in preferred securities associated with a 1995 divestiture.

Income Taxes The company's reported tax rate for continuing operations was 40.8% in 2000 as compared to 36.0% in 1999 and 35.2% in 1998. The 2000 rate reflects non-deductible purchased in-process research and development for which there is no associated tax benefit. Excluding this item, the effective tax rate would have been 35.5%.
     When calculating income tax expense, the company recognizes valuation allowances for tax loss and credit carry forwards, which may not be realized by utilizing a "more likely than not" approach which is more fully described in Note 9 - Provision For Income Taxes.

Minority Interest Minority interest was $13, $16 and $22 for 2000, 1999 and 1998, respectively. The reduction in 2000 from the prior two years primarily reflects the impact from the restructuring of a limited partnership as described in Note 13 - - Minority Interest.

Discontinued Operations During fiscal 1999, the company completed the sale of its sunglass business to Luxottica Group S.p.A. for $636 in cash. The company recorded an after-tax gain on the disposal of discontinued operations of $126 or $2.16 per diluted share. Subsequent to the sale, Luxottica Group S.p.A. proposed certain adjustments to the closing balance sheet in connection with their purchase that could potentially impact the resulting gain on the sale. It is too early to estimate with any certainty the potential adjustment, if any, to the gain. The company does not believe that the outcome of these proceedings will have a material adverse effect on its financial condition.
     On August 30, 1999, the company completed the sale of its hearing aid business to Amplifon S.p.A., a privately-held company in Italy. The company recorded an after-tax gain of $11 or $0.19 per diluted share. Also during the third quarter, the company completed the sale of Charles River Laboratories, a biomedical business, to DLJ Merchant Banking Partners II, L.P., for approximately $400 in cash and $43 in promissory notes which were repaid in fiscal year 2000. The company retained a minority interest in the Charles River Laboratories business as discussed in Note 8 - Other Short- And Long-Term Investments. The company recorded an after-tax gain of $171 or $2.91 per diluted share. The hearing aid, biomedical and skin care businesses (which was sold in 1998) collectively, comprised the company's healthcare segment.
     The results of divestitures have been reported as discontinued operations in the accompanying Statements of Income. The revenues reported for the sunglass segment were $253 and $446 for 1999 and 1998, respectively. The revenues reported for the healthcare segment were $241 and $320 for 1999 and 1998, respectively.
     Income from discontinued operations as reported on the company's Statements of Income were net of income taxes of $21 and $14 for the fiscal years ended 1999 and 1998. The Statements of Cash Flow for the years ended December 25, 1999 and December 26, 1998 have not been restated to reflect the divestitures of these businesses.

Income From Extraordinary Item In 2000, early retirement of fixed rate notes payable resulted in recognition of an extraordinary gain of $1, net of taxes.

PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT

In connection with the acquisition of Groupe Chauvin, the company immediately expensed $24, representing amounts for in-process research and development (IPR&D) estimated at fair value using the methodology described below. The expensed IPR&D represented the value of projects that had not yet reached technological feasibility and for which the assets to be used in such projects had no alternative future uses (See Note 2 - Acquisitions). The company expects that products developed from the acquired IPR&D will begin to generate sales and positive cash flows in the time frames discussed in the following paragraphs. However, development of these technologies remains a risk due to the remaining effort to achieve technological viability, rapidly changing customer markets, uncertain standards for new products and competitive threats.
     The company estimated the fair value of the purchased IPR&D using an income approach. Such methodology involved estimating the fair value of the purchased IPR&D using the present value of the estimated after-tax cash flows expected to be generated as a result of these projects and using risk-adjusted discount rates and revenue forecasts as appropriate. The selection of the 15% discount rate for all products was based on consideration of the company's weighted average cost of capital. A probability factor was then applied to the cash flow based on anticipated profitability levels of each project and the uncertainty surrounding successful development of each project. The amount expensed was also impacted by the percentage of completion for each project. The company expects to fund all R&D efforts, including acquired IPR&D, from cash flows from operations. Set forth below are descriptions of certain acquired IPR&D projects. As of December 2000, all projects are moving forward and assumptions are still considered to be valid.
     IPR&D was allocated to the following projects: Immobacter ($17), Carteol ($3), Other Pharmaceutical ($2) and Surgical ($2) products.

Bausch & Lomb   A7   2001 Proxy Statement

     Immobacter - Revenues attributed to Immobacter, a preservative-free multidose delivery system, are expected to be generated by licensing the technology to other manufacturers. The royalty revenues are expected to be $4, $10 and $12 from 2004 through 2006 decreasing at an average rate of 5% thereafter. At the acquisition date, costs to complete the R&D efforts were expected to be $2. The probability factor and stage of completion used to derive the IPR&D amount were 70% and 49%, respectively.
     Carteol - Revenues attributed to Carteol Multidose, a glaucoma drug product extension that allows for once a day usage versus the current twice a day, are expected to be $3 in 2002, $6 in 2003, $7 in 2004 and $8 in 2005, with the rate of revenue growth then decreasing 5% annually in 2006 to 2010. At the acquisition date, costs to complete the R&D efforts were expected to be $1. The probability factor and stage of completion used to derive the IPR&D amount were 95% and 76%, respectively.
     Other Pharmaceutical Products - Revenues attributed to various miscellaneous pharmaceutical products, are expected to reach $4 by 2007, and then decrease by 3% each year through 2010. At the acquisition date, costs to complete the R&D efforts were expected to be $2. The average probability factor and stage of completion used to derive the IPR&D amount were 76% and 74%, respectively.
     Other Surgical Products - Revenues are attributed to various miscellaneous surgical products, are expected to reach $6 by 2006, with the rate of revenue growth then decreasing annually in the range of 2% to 3%. At the acquisition date, costs to complete the R&D efforts were expected to be $1. The average probability factor and stage of completion used to derive the IPR&D amount were 70% and 48%, respectively.
     In connection with the 1998 acquisitions of Storz and Chiron Vision, the company immediately expensed $41 ($28 for Storz and $13 for Chiron Vision) of the combined purchase price of these businesses, representing amounts for IPR&D. Set forth below are descriptions of certain acquired IPR&D projects, including their updated status at the end of 2000:

Storz IPR&D of $28 was allocated to the following projects: Cidofovir, $12; Ocuvite, $10 and other technologies, $6.
     Cidofovir - The company estimated that revenues attributed to Cidofovir, a broad spectrum anti-viral agent for the treatment of ocular infections, were expected to average in excess of $50 per year for the six years beginning in 2001. The discount rate and stage of completion used to derive the IPR&D amount were 18% and 32%, respectively. During 1998 and 1999, the company spent approximately $3 on R&D efforts for this product. Product development, however, has been discontinued due to a failure to meet expected performance attributes. Consequently, the company will not realize its forecasted revenues from this project.
     Ocuvite - Revenues attributed to alternative formulations of a currently marketed product, Ocuvite, a high-potency vitamin/mineral supplement, were expected to total approximately $37 for the three years ending in 2004, and then average approximately $40 annually through 2011. At the acquisition date, costs to complete the R&D efforts were expected to be $5. The discount rate and stage of completion used to derive the IPR&D amount were 22% and 54%, respectively. The company believes development costs and revenue projections made at the time of acquisition are still valid.
     Other Technologies - Of the remaining three projects, one began to generate revenues in 1999 and two have been put on hold pending further management review. The discount rate used to derive the original IPR&D amounts was 15% for all projects with the stage of completion ranging from 17% to 44%. At the acquisition date, the aggregate cost to complete the remaining two projects was expected to be $5. Approximately $3 in development costs remained at the end of 2000.

Chiron Vision The allocation of $13 to IPR&D related to the following projects: IOL technologies, $7, disposable keratome, $4, and other refractive technology, $2. Each of these projects was assigned a discount rate of 18% to calculate IPR&D.
     IOL Technologies - Revenues attributed to various IOL line extension technologies were expected to be approximately $50 over the three years ending in 2002. At the acquisition date, costs to complete these projects were expected to be $1. These projects were estimated to be over 80% complete at the time of acquisition. Development was completed in 1999. The actual results to date for these projects in the aggregate are consistent in all material respects with the assumptions at the time of acquisition.
     Disposable Keratome - Revenues attributed to a project to develop a single-use keratome were expected to be $37 over the five years beginning in 1999. At the acquisition date, costs to complete the project were expected to be less than $1. This technology did not meet management's performance expectations. The loss of these anticipated revenues is expected to be offset by the additional revenues generated from the 1999 acquisition of Hansa Research and Development, Inc., the maker of the Hansatome microkeratome.
     Other Refractive Technology - Revenues attributed to a new type of refractive IOL are expected to begin in 2003 and generate approximate annual revenues of $27 by around 2006. At the acquisition date, costs to complete the R&D efforts were expected to be approximately $6. Approximate expenditures over the next five years are expected to average $1. The company believes development costs and revenue projections made at the time of the acquisition are still valid.

Bausch & Lomb   A8   2001 Proxy Statement

LIQUIDITY AND FINANCIAL RESOURCES

The company evaluates its liquidity from several perspectives, including its ability to generate earnings, positive cash flows and free cash flow, its financial position, its access to financial markets and the adequacy of working capital levels. The company has a stated goal to maximize free cash flow, which is defined as cash generated before the payment of dividends, the borrowing or repayment of debt, stock repurchases and the acquisition or divestiture of businesses.

Cash Flows From Operating Activities Cash provided by operating activities totaled $335 in 2000, an increase of $112 from 1999. Contributing to this result were decreases in accounts receivable, inventory and other current assets. In 1999, operating activities generated $223 in cash flow, an increase of $77 from 1998. The increase was driven primarily by increased earnings from continuing businesses and lower net financing expenses due to the repayment of debt that occurred as a result of divestitures, partially offset by increases in accounts receivable and other current assets.
     Free cash flow for 2000 was $244, an increase of $165 from 1999. The increase was primarily attributable to the operating factors cited above, as well as the closing of certain hedging contracts and a year over year decline in capital spending. Included in the increase is the maturity of a cross-currency swap of $60 relating to the Netherlands guilder investment as discussed in Note 8 - Other Short- And Long-Term Investments.

Cash Flows From Investing Activities In 2000, cash used in investing activities was $170. The cash outflow resulted from $253 for acquisitions and $95 for capital expenditures. These were partially offset by proceeds from the liquidation of an investment of equity securities and collection on a note receivable.
     Cash provided by investing activities was $1,163 in 1999. Cash inflows from divestitures were $1,048 while an additional $300 was realized from the partial liquidation of an investment. Capital expenditures of $156 primarily supported expanded contact lens manufacturing capacity and year 2000 and financial system improvements, while the acquisition of two companies within the surgical segment resulted in a cash outflow of $43.

Cash Flows From Financing Activities Financing activities used $324 during 2000. The purchase of 4,619,452 Common shares during 2000 completed the stock buyback programs initiated in 1998 and 1999 and resulted in a cash outflow of $251. Additionally, the company reduced its debt by $44.
     Subsequent to year end 2000, the company's board of directors authorized the repurchase of up to 2,000,000 shares of the company's Common stock. The company has executed an agreement with a financial institution for the future purchase of such shares through one or more forward purchase transactions. Such purchases, which may have settlement dates as long as two years, can be settled, at the company's election, on a physical share, net cash or net share basis. There were no forward purchase transactions outstanding under this agreement at year end.
     Cash used in financing activities during 1999 was $687 as the company reduced debt by nearly $450, and had a net outflow of $200 resulting from the restructuring of a limited partnership, as explained in Note 13 - Minority Interest. The board of directors authorized the repurchase of up to 250,000 Common shares in July 1998 and up to 5,000,000 additional Common shares in November 1999. The company has repurchased all shares authorized as of December 30, 2000.

Financial Position The company's total debt, consisting of short- and long-term borrowings, was $998 and $1,024 at the end of 2000 and 1999, respectively. The ratio of total debt to capital was 49.0% and 45.3% at year-end 2000 and 1999, respectively. Cash and cash equivalents totaled $660 in 2000 and $827 in 1999.
     Certain tranches of the company's long-term debt contain options that allow holders to put the debt back to the company, or allow remarketing agents to call the debt from the holders and remarket at a higher interest rate than the then current market rate. The company believes it has adequate cash to meet all debt maturity requirements. The company does not believe that the potential exercising of the remarketing rights would materially impact its financial position.

Access To Financial Markets On December 22, 2000, the company's $525 364-day bilateral revolving credit agreements terminated. These agreements were replaced on January 19, 2001, with a $250 three-year syndicated revolving credit facility. The interest rate under the new agreement is based on LIBOR, or at the company's option, such other rate as may be agreed upon by the company and the banks. In addition, a number of subsidiary companies outside the U.S. have credit facilities to meet their liquidity requirements. The company believes its existing credit facilities provide adequate liquidity to meet obligations, fund capital expenditures and invest in potential growth opportunities.
     During the third quarter of 2000, Standard & Poor's and Moody's Investor Service downgraded the company's long- and short-term debt. The ratings now stand at BBB- and A3 for Standard & Poor's, and Baa3 and Prime-3 for Moody's Investors Service, for long-term and short-term debt, respectively.

Bausch & Lomb   A9   2001 Proxy Statement

Working Capital Working capital and the current ratio were $837 and 2.0, respectively, at year-end 2000 and $1,191 and 2.9, respectively, at year-end 1999.

Dividends The dividend on Common stock, declared and paid quarterly, totaled $1.04 per share for each of the years ended 2000, 1999 and 1998.

Return On Equity And Capital Return on average shareholders' equity was 7.9% in 2000, compared with 43.3% in 1999 and 3.1% in 1998. The decrease in 2000 from 1999 and the increase in 1999 over 1998 was due mainly to the inclusion of the gain on the divestitures in the 1999 ratio.
     Return on invested capital was 6.1% in 2000, 21.7% in 1999 and 3.8% in 1998. The decrease in 2000 was due to the inclusion of the gain from the divestitures in the prior year offset in part by a decrease in equity from the stock repurchase program. The increase in 1999 was due primarily to the gain on divestitures and the debt repayments associated with the use of proceeds from the divestitures.

MARKET RISK

The company, as a result of its global operating and financing activities, is exposed to changes in interest rates and foreign currency exchange rates that may adversely affect its results of operations and financial position. In seeking to minimize the risks and/or costs associated with such activities, the company manages exposures to changes in interest rates and foreign currency exchange rates primarily through its use of derivatives. The company does not use financial instruments for trading or other speculative purposes, nor does it use leveraged financial instruments.
     The company primarily uses foreign currency forward contracts to hedge foreign currency transactions and equity investments in non-U.S. subsidiaries. For contracts outstanding at the end of 2000, foreign currencies purchased were primarily Singapore dollars, Hong Kong dollars, British pounds, Swiss francs and the euro. The currencies sold were primarily the euro, Japanese yen, British pounds, Singapore dollars and Swiss francs. With respect to 1999, the outstanding contracts at year end required the purchase of primarily Singapore dollars, Hong Kong dollars and British pounds and the sale of euros, Japanese yen and British pounds. The magnitude and nature of such hedging activities are explained further in Note 14 - Financial Instruments. A sensitivity analysis to measure the potential impact that a change in foreign currency exchange rates would have, net of hedging activity, on the company's net income indicates that, based on its year-end 2000 and 1999 positions, if the U.S. dollar strengthened against all foreign currencies by 10%, the company's earnings would have been reduced by approximately $1 and $2, after taxes, respectively.
     The company may enter into interest rate swap and cap agreements to effectively limit exposure to interest rate movements within the parameters of its interest rate hedging policy. For foreign currency-denominated borrowing and investing transactions, cross-currency interest rate swap contracts may be used, which, in addition to exchanging cash flows derived from interest rates, exchange currencies at both inception and termination of the contract. There were no cross-currency interest rate swap contracts outstanding at December 30, 2000. A sensitivity analysis to measure the potential impact that a change in interest rates would have, net of hedging activity, on the company's net income indicates that a one percentage point decrease in interest rates, which represents a greater than 10% change, would increase the company's net financial expense by approximately $5 and $8 based on 2000 and 1999 year-end positions, respectively.
     Counterparties to the financial instruments discussed above expose the company to credit risks to the extent of non-performance. The credit ratings of the counterparties, which consist of a diversified group of major financial institutions, are regularly monitored and thus credit loss arising from counterparty non-performance is not anticipated.

OUTLOOK

The company expects to post upper single digit revenue growth for fiscal 2001, with gains reported in each of its three business segments. This growth will be evidenced in the second half of the year, as the first six months of 2001 will be impacted by difficult comparisons caused by the market and operational factors which hampered the company's performance in the second half of 2000 and discussed in this Financial Review.
     In the vision care business, revenue growth is expected to be in the low single digit range. Sales of contact lenses are expected to post year-on-year growth in the upper single digit range, led by the continued success of the company's planned replacement and disposable offerings, in particular PureVision and SofLens66 toric. In addition, 2001 revenues will benefit from the full-year impact of revenues from Bausch & Lomb Two Week. This lens will be launched in additional non-U.S. markets in 2001 under the brand name SofLens Comfort. Revenue gains in the contact lens product line will be offset by expected flat performance to slight declines in the lens care category. Growth is expected in international markets, but the continued inventory destocking by U.S. retail customers, in combination with a contracting U.S. market, is expected to constrain overall growth prospects in this product category through the end of the year.

Bausch & Lomb   A10   2001 Proxy Statement

     The surgical business is expected to report revenue growth in the upper single digit range and approach 10%. The company expects its cataract products business to recover from the recent supply issues for foldable intraocular lenses, and to benefit from new product introductions. This product category is expected to return to modest growth for the full year, compared to flat performance in 2000. Sales of products used for refractive surgery are expected to post revenue growth in the upper teens, which is lower than previous estimates. Recent trends in the U.S. refractive surgery market suggest both weakened consumer demand in the wake of deceleration in the U.S. economy and reluctance by providers to invest in capital equipment for laser vision correction. As a result, the company has moderated its growth estimates for this market. Nevertheless, interest in laser vision correction remains robust outside the U.S., which comprises about 40% of the global market, and where the company has begun to commercialize the Zyoptix system for personalized refractive surgery.
     In the pharmaceuticals business, the company expects to post growth of between 20% and 25% for the full year. Revenues will benefit from the full-year impact of Groupe Chauvin as well as modest growth in the base pharmaceuticals business. The latter will be primarily driven by a return to growth for U.S. generic pharmaceuticals, whose results were hampered throughout 2000, by a return of competition for the company's line of otic products, which ultimately impacted its ophthalmic lines.
     Operating margin percentages for the company are expected to be in the low double digits as a result of the foregoing revenue trends and the following factors. Gross margin percentages are expected to be about even to slightly higher than those reported for 2000. Selling, administrative and general expenses are expected to increase as a percent of sales, reflecting increased amortization expense, period costs associated with the recently announced restructuring programs and additional marketing investment in key products, including Envision TD technology. R&D expense will also increase due to activity surrounding the clinical trials for Envision TD technology.
     The company expects to generate approximately $125 in free cash flow in 2001, which is net of approximately $30 in cash outlays associated with restructuring programs. Capital spending is estimated at approximately $100 for the full year.

OTHER MATTERS

Environment The company believes it is in compliance in all material respects with applicable environmental laws and regulations. The company is presently involved in remedial and investigatory activities at certain locations in which the company has been named the responsible party. At all such locations, the company believes such efforts will not have a materially adverse effect on its results of operations or financial position.

The Euro On January 1, 1999, eleven of the fifteen member countries of the European Union began operating with a new currency, the euro, which was established by irrevocably fixing the value of legacy currencies against this new common currency. The euro may be used in business transactions along with legacy currencies until 2002, at which time it will become the sole currency of the participating countries.
     The company has processes in place to address the issues raised by this currency conversion, including the impact on information technology and other systems, currency risk, financial instruments, taxation and competitive implications. The company expects no material impact to its financial position or its results of operations arising from the euro conversion.

Employee Benefits Effective January 1, 2000, the company's contributory defined benefit pension plan was converted to a noncontributory cash balance plan. This plan covers essentially all U.S. employees. The company's defined contribution plan was also amended to increase the company match. The changes to these plans are not expected to materially affect the company's results.

New Accounting Guidance During May 2000, the Emerging Issues Task Force (EITF) issued Issue No. 00-14, Accounting for Certain Sales Incentives. EITF Issue No. 00-14 addresses the classification of various sales incentives and will be effective for the second quarter of 2001. The company has determined that the adoption of EITF Issue No. 00-14 will not have a material effect on its financial position.
     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their respective fair values. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on their designation as a hedge of a particular exposure. For effective fair value hedge transactions in which the company is hedging changes in the fair value of assets, liabilities or firm commitments, changes in the fair value of the derivative instrument will generally be offset by changes in the hedged item's fair value. For cash flow hedge transactions in which the company is hedging the variability of cash flows related to a variable rate asset, liability or forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be recognized in earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedge item. The company will adopt SFAS No. 133 in the first quarter of 2001 and a transition loss of approximately $1.5 will be recorded in other comprehensive income. A transition gain of approximately $0.2 will be recorded as a cumulative adjustment to income.

Bausch & Lomb   A11   2001 Proxy Statement

Information Concerning Forward-Looking Statements When used in this discussion, the words "anticipate," "should," "expect," "estimate," "project," "will" and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report under the heading "Outlook" and elsewhere are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve predictions of future company performance, and are thus dependent on a number of factors affecting the company's performance. Where possible, specific factors that may impact performance materially have been identified in connection with specific forward-looking statements. Additional risks and uncertainties include, without limitation, the impact of competition, seasonality and general economic conditions in the global vision care and ophthalmic surgical and pharmaceutical markets, where the company's businesses compete, changes in global and localized economic and political conditions, changing trends in practitioner and consumer preferences and tastes, changes in technology, medical developments relating to the use of the company's products, legal proceedings initiated by or against the company, changes in government regulation of the company's products and operations, changes in private and regulatory schemes providing for the reimbursement of patient medical expenses, difficulties or delays in the development, production, testing, regulatory approval or marketing of products, the successful completion and integration of acquisitions announced by the company, the effect of changes within the company's organization, and such other factors as are described in greater detail in the company's filings with the Securities and Exchange Commission, including its 2000 Annual Report on Form 10-K.

Bausch & Lomb   A12   2001 Proxy Statement

STATEMENTS OF INCOME
For The Years Ended December 30, 2000, December 25, 1999 and December 26, 1998
Dollar Amounts In Millions - Except Per Share Data

	2000	1999	1998
Net Sales	$1,772.4	$1,764.3	$1,604.5
Costs And Expenses
Cost of products sold	746.9	714.5	669.2
Selling, administrative and general	681.2	684.5	642.7
Research and development	121.5	97.6	76.7
Purchased in-process research and development	23.8	-	41.0
Restructuring charges and asset write-offs	33.7	53.5	5.4
Other expense	23.4	-	-
	1,630.5	1,550.1	1,435.0
Operating Income	141.9	214.2	169.5
Other Expense (Income)
Interest and investment income	(52.3)	(45.5)	(43.0)
Interest expense	68.5	88.4	99.4
Gain from foreign currency, net	(11.4)	(7.0)	(6.6)
Other income, net	(23.6)	(6.7)	-
	(18.8)	29.2	49.8
Income From Continuing Operations
Before Income Taxes And Minority Interest	160.7	185.0	119.7
Provision for income taxes	65.5	66.6	42.2
Income From Continuing Operations
Before Minority Interest	95.2	118.4	77.5
Minority interest	13.2	15.7	21.9
Income From Continuing Operations	82.0	102.7	55.6
Discontinued Operations
Income (loss) from discontinued operations, net	-	34.0	(63.4)
Gain on disposals of discontinued operations, net	-	308.1	33.0
	-	342.1	(30.4)
Income Before Extraordinary Item	82.0	444.8	25.2
Extraordinary Item
Gain on early extinguishment of debt, net of taxes	1.4	-	-
Net Income	$   83.4	$  44.8	$   25.2
Basic Earnings (Loss) Per Share:
Continuing Operations	$   1.51	$   1.79	$   1.00
Discontinued Operations	-	5.97	(0.55)
Extraordinary Item	0.03	-	-
	$   1.54	$   7.76	$   0.45
Average Shares Outstanding - Basic (000s)	54,162	57,287	55,824
Diluted Earnings (Loss) Per Share:
Continuing Operations	$   1.49	$   1.75	$   0.99
Discontinued Operations	-	5.84	(0.54)
Extraordinary Item	0.03	-	-
	$   1.52	$   7.59	$   0.45
Average Shares Outstanding - Diluted (000s)	54,724	58,639	56,367

See Notes To Financial Statements

Bausch & Lomb   A13   2001 Proxy Statement

BALANCE SHEETS
December 30, 2000 and December 25, 1999
Dollar Amounts In Millions - Except Share and Per Share Data

	2000	1999
Assets
Cash and cash equivalents	$  660.3	$  827.1
Other investments, short-term	167.4	125.0
Trade receivables, less allowances of $24.9 and $19.6, respectively	417.2	438.0
Inventories, net	247.7	239.6
Other current assets	153.1	156.0
Net assets held for disposal, short-term	-	24.6
Total Current Assets	1,645.7	1,810.3
Property, Plant And Equipment, net	494.8	524.8
Goodwill And Other Intangibles, less accumulated amortization
of $171.1 and $129.3, respectively	815.7	606.8
Other Investments, long-term	8.6	173.8
Other assets	121.1	153.1
Net Assets Held For Disposal, long-term	-	4.7
Total Assets	$3,085.9	$3,273.5
Liabilities And Shareholders' Equity
Notes payable	$   32.6	$   45.9
Current portion of long-term debt	202.6	1.0
Accounts payable	70.0	94.8
Accrued compensation	79.7	74.6
Accrued liabilities	354.4	356.0
Federal, state and foreign income taxes payable	69.4	47.3
Total Current Liabilities	808.7	619.6
Long-Term Debt, Less Current Portion	763.1	977.0
Deferred Income Taxes	159.6	117.7
Other Long-Term Liabilities	98.1	99.6
Minority Interest	217.0	225.6
Total Liabilities	2,046.5	2,039.5
Common Stock, par value $0.40 per share, 200 million shares authorized,
60,198,322 shares issued in both 2000 and 1999	24.1	24.1
Class B Stock, Par Value $0.08 Per Share, 15 Million Shares Authorized,
596,349 shares issued (613,324 shares in 1999)	-	-
Capital In Excess Of Par Value	94.0	89.6
Common And Class B Stock in Treasury, at cost, 7,321,559 shares
(3,435,738 shares in 1999)	(370.8)	(150.1)
Retained Earnings	1,295.9	1,268.4
Accumulated Other Comprehensive Income	2.1	9.0
Other Shareholders' Equity	(5.9)	(7.0)
Total Shareholders' Equity	1,039.4	1,234.0
Total Liabilities And Shareholders' Equity	$3,085.9	$3,273.5

See Notes To Financial Statements

Bausch & Lomb   A14   2001 Proxy Statement

STATEMENTS OF CASH FLOWS
For The Years Ended December 30, 2000, December 25, 1999 and December 26, 1998
Dollar Amounts In Millions

	2000	1999	1998
Cash Flows From Operating Activities
Net Income	$  83.4	$ 444.8	$  25.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	105.8	112.8	117.3
Amortization	41.9	43.4	46.5
Gain on divestitures	-	(475.0)	(56.0)
Deferred income taxes	(17.1)	195.9	(2.5)
Restructuring charges and asset write-offs	33.7	53.5	96.3
Stock compensation expense	5.6	8.0	10.6
Loss On Retirement of Fixed Assets	7.5	5.6	14.6
Purchased in-process research and development	23.8	-	41.0
Changes in assets and liabilities:
Trade receivables	24.3	(93.0)	(64.0)
Inventories	10.2	(11.6)	(19.7)
Other current assets	24.2	(47.1)	17.0
Accounts payable and accrued liabilities	(9.4)	(19.7)	(98.3)
Income taxes	23.5	3.9	21.5
Other long-term liabilities	(22.4)	1.9	(3.3)
Net cash provided by operating activities	335.0	223.4	146.2
Cash Flows From Investing Activities
Capital expenditures	(95.0)	(155.9)	(201.5)
Net cash paid for acquisition of businesses	(253.3)	(43.1)	(718.9)
Net cash received from divestitures	-	1,048.4	135.0
Proceeds from liquidation of other investment	166.2	300.0	-
Other	12.1	13.9	(12.0)
Net cash (used in) provided by investing activities	(170.0)	1,163.3	(797.4)
Cash Flows From Financing Activities
Proceeds from sale of partnership interest	-	200.5	-
Redemption of investor's interest in partnership	-	(400.0)	-
Repurchases of Common and Class B shares	(251.0)	(43.4)	(1.8)
Exercise of stock options	27.6	61.8	47.7
Net repayments of notes payable	(11.6)	(414.7)	(183.5)
Proceeds from issuance of long-term debt	-	-	801.4
Repayment of long-term debt	(32.2)	(31.6)	(12.7)
Payment of dividends	(56.9)	(59.5)	(58.1)
Net cash (used in) provided by financing activities	(324.1)	(686.9)	593.0
Effect of exchange rate changes on cash and cash equivalents	(7.7)	(1.9)	3.7
Net change in cash and cash equivalents	(166.8)	697.9	(54.5)
Cash And Cash Equivalents, Beginning Of Year	827.1	129.2	183.7
Cash And Cash Equivalents, End Of Year	$  660.3	$  827.1	$  129.2
Supplemental Cash Flow Disclosures
Cash paid for interest	$   67.9	$   89.8	$   85.6
Net Cash Payments For Income Taxes	72.4	52.4	55.8

See Notes To Financial Statements

Bausch & Lomb   A15   2001 Proxy Statement

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For The Years Ended December 30, 2000, December 25, 1999, and December 26, 1998
Dollar Amounts In Millions

	Total	Common and Class B Stock1, 2	Capital in Excess of Par	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income	Other Shareholders' Equity
Balance at December 27, 1997	$  818.4	$ 24.2	$ 76.8	$(223.1)	$  916.5	$ 29.1	$(5.1)
Components of Comprehensive Income:
Net income	25.2	-	-	-	25.2	-	-
Currency translation adjustments	11.9	-	-	-	-	11.9	-
Total comprehensive income	37.1
Net shares (canceled) issued under
employee plans (98,886 shares)	(0.6)	-	7.4	-	-	-	(8.0)
Treasury shares issued under
employee plans (1,255,044 shares)	46.0	-	-	46.0	-	-	-
Treasury shares repurchased
(33,784 shares)	(1.8)	-	-	(1.8)	-	-	-
Amortization of unearned compensation	4.1	-	-	-	-	-	4.1
Dividends 4	(58.2)	-	-	-	(58.2)	-	-
Balance at December 26, 1998	845.0	24.2	84.2	(178.9)	883.5	41.0	(9.0)
Components of Comprehensive Income:
Net income	444.8	-	-	-	444.8	-	-
Currency translation adjustments	(32.0)	-	-	-	-	(32.0)	-
Total comprehensive income	412.8	-	-	-	-	-	-
Net shares issued (canceled) under
employee plans (342,467 shares)	0.4	(0.1)	5.4	-	-	-	(4.9)
Treasury shares issued under
employee plans (1,854,740 shares)	72.2	-	-	72.2	-	-	-
Treasury shares repurchased
(665,452 shares)	(43.4)	-	-	(43.4)	-	-	-
Amortization of unearned compensation	6.9	-	-	-	-	-	6.9
Dividends 4	(59.9)	-	-	-	(59.9)	-	-
Balance at December 25, 1999	1,234.0	24.1	89.6	(150.1)	1,268.4	9.0	(7.0)
Components of Comprehensive Income:
Net income	83.4	-	-	-	83.4	-	-
Currency translation adjustments	(35.6)	-	-	-	-	(35.6)	-
Unrealized holding gain 3	30.4	-	-	-	-	30.4	-
Minimum additional pension liability	(1.7)					(1.7)
Total comprehensive income	76.5
Net shares (canceled) issued under
employee plans (16,975 shares)	1.6	-	4.4	-	-	-	(2.8)
Treasury shares issued under
employee plans (752,324 shares)	30.3	-	-	30.3	-	-	-
Treasury shares repurchased
(4,637,808 shares)	(251.0)	-	-	(251.0)	-	-	-
Amortization of unearned compensation	3.9	-	-	-	-	-	3.9
Dividends 4	(55.9)	-	-	-	(55.9)	-	-
Balance at December 30, 2000	$1,039.4	$ 24.1	$ 94.0	$(370.8)	$1,295.9	$  2.1	$(5.9)

1     There are also 10 thousand shares of $100 par value 4% cumulative preferred stock authorized, none of which has been issued.

2     There are also 25 million shares of $1 par value Class A preferred stock authorized, none of which has been issued.

3     Unrealized holding gain relates to an available for sale equity security recorded at market value.

4     Cash dividends of $1.04 per share were declared on Common and Class B stock in each of the years 1998, 1999 and 2000.

Bausch & Lomb   A16   2001 Proxy Statement

NOTES TO FINANCIAL STATEMENTS
Dollar Amounts In Millions -- Except Per Share Data

1.   ACCOUNTING POLICIES

Principles Of Consolidation The financial statements include all majority-owned U.S. and non-U.S. subsidiaries. Intercompany accounts, transactions and profits are eliminated. The fiscal year is the 52- or 53-week period ending the last Saturday in December.

Segment Reporting In accordance with Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, the company reports its results consistent with the manner in which financial information is viewed by management for decision-making purposes. Accordingly, the company reported its operating results in three segments: vision care, pharmaceuticals and surgical, for all periods presented.
     In September 2000, the company announced a reorganization from the current product line structure to a regionally based management structure for commercial operations. The research and development and product supply functions will also be realigned and will be managed on a global basis. The change in the structure is effective on January 1, 2001. The company's segments in the new structure will be comprised of the Americas region, the Europe, Middle East and Africa region, the Asia region, the Research, Development and Engineering organization and the Global Supply Chain organization.

Use Of Estimates The financial statements have been prepared in conformity with generally accepted accounting principles and, as such, include amounts based on informed estimates and judgments of management with consideration given to materiality. For example, estimates are used in determining valuation allowances for uncollectible trade receivables, sales and returns, obsolete inventory, deferred income taxes and in valuing purchased intangible assets, including in-process research and development. Actual results could differ from those estimates.
     The company changed the method by which it estimates pricing allowances for its U.S. generic pharmaceutical products. The company had established reserves for contractual pricing allowances to certain of its customers using historical allowance patterns as submitted by the distributors who fulfill these contracts. The new methodology is based on more accurate and timely distributor inventory data. The company recorded $6.8 in the fourth quarter of 2000 for this change in accounting method, inseparable from a change in accounting estimate.

Cash Equivalents Cash equivalents include time deposits and highly liquid investments with original maturities of three months or less.

Inventories Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method.

Property, Plant And Equipment Property, plant and equipment, including improvements that significantly add to productive capacity or extend useful life, are recorded at cost, while maintenance and repairs are expensed as incurred. Depreciation is calculated for financial reporting purposes using the straight-line method based on the estimated useful lives of the assets as follows: buildings, 30 to 40 years; machinery and equipment, two to ten years; and leasehold improvements, the shorter of the estimated useful life or the lease periods. In accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, the company assesses all long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill And Other Intangibles Goodwill and other intangibles are amortized on a straight-line basis over periods of up to 40 years. In accordance with SFAS No. 121, the company assesses for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In completing this evaluation, the company compares its best estimate of undiscounted future cash flows, excluding interest costs, with the carrying value of the assets. If undiscounted cash flows do not exceed the recorded value, impairment is recognized to reduce the carrying value based on the expected discounted cash flows of the business unit. Expected cash flows are discounted at a rate commensurate with the risk involved.

Bausch & Lomb   A17   2001 Proxy Statement

Revenue Recognition Revenues are recognized based on the terms of sale with the customer, generally upon product shipment, product delivery or customer acceptance. The company has established programs which, under specified conditions, enable customers to return product. The company establishes liabilities for estimated returns and allowances at the time revenues are recognized. In addition, accruals for customer discounts and rebates are recorded when revenues are recognized. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, which summarizes certain of the SEC's views in applying generally accepted accounting principles for revenue recognition in financial statements. The company's revenue recognition policies comply with the guidance contained in SAB No. 101 and, therefore, the company's results of operations were not materially affected.
     In July 2000, the Emerging Issues Task Force (EITF) issued EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. EITF Issue No. 00-10 addresses the income statement classification of amounts charged to customers for shipping and handling, as well as for costs incurred related to shipping and handling and was effective for the fourth quarter of 2000. In accordance with EITF Issue No. 00-10, all amounts billed to customers in a sale transaction related to shipping and handling represent revenues earned for the goods provided and should be classified as revenue. Prior to implementation, these amounts were netted against the cost of products sold. Under the new guidance, $9.3 was reclassified from cost of goods sold to net sales for 2000. Prior-year amounts of $8.2 and $7.0, for 1999 and 1998, respectively, were also reclassified to conform to the 2000 presentation.

Advertising Expense External costs incurred in producing media advertising are expensed the first time the advertising takes place. Promotional or advertising costs associated with customer support programs are accrued when the related revenues are recognized. At December 30, 2000 and December 25, 1999, $4.1 and $3.3 of deferred advertising costs, representing primarily production and design costs for advertising to be run in the subsequent fiscal year, were reported as other current assets. Advertising expenses for continuing operations of $179.4, $181.2 and $180.5 were included in selling, administrative and general expenses for 2000, 1999 and 1998, respectively.

Comprehensive Income As it relates to the company, comprehensive income is defined as net earnings plus the sum of currency translation adjustments, unrealized holding gains/losses on securities and minimum pension liability adjustments (collectively "other comprehensive income"), and is presented in the Statements of Changes in Shareholders' Equity.

Investments In Debt And Equity Securities In 2000, one of the company's other investments was classified as available-for-sale under the terms of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and accordingly, any unrealized holding gains, net of taxes, was excluded from income and recognized as a component of other comprehensive income until realized. Fair value of the investment was determined based on market prices.

Foreign Currency For most subsidiaries outside the U.S., the local currency is the functional currency, and translation adjustments are accumulated as a component of other comprehensive income. The accumulated balances of currency translation adjustments, net of taxes, were $(26.6), $9.0 and $41.0 at the end of 2000, 1999 and 1998, respectively.
     For subsidiaries that operate in U.S. dollars or whose economic environment is highly inflationary, the U.S. dollar is the functional currency, and gains and losses that result from remeasurement are included in earnings. The company currently has one subsidiary that operates in a hyperinflationary economy. The risk related to this subsidiary is not considered material to the company's consolidated financial statements. The effects from foreign currency translation were losses of $1.7 in 2000, $3.8 in 1999 and $2.4 in 1998.
     The company hedges certain foreign currency transactions, firm commitments and non-U.S. equity investments by entering into forward exchange contracts. Gains and losses associated with currency rate changes on forward contracts hedging foreign currency transactions are recorded in earnings. The effects of foreign currency transactions, including related hedging activities, were gains of $13.1, $10.8 and $8.8 in 2000, 1999 and 1998, respectively.

Bausch & Lomb   A18   2001 Proxy Statement

Derivative Financial Instruments The company enters into foreign currency and interest rate derivative contracts for the purpose of minimizing risk and protecting earnings.
     The company uses principally foreign currency forward contracts to hedge foreign exchange exposures. The portfolio of contracts is adjusted at least monthly to reflect changes in exposure positions as they become known. When possible and practical, the company matches the maturity of the hedging instrument to that of the underlying exposure. Net settlements are generally made at contract maturity based on rates agreed to at contract inception. Gains and losses on hedges of transaction exposures are included in income in the period in which exchange rates change. Gains and losses related to hedges of foreign currency firm commitments are deferred and recognized in the basis of the transaction when completed, while those on forward contracts hedging non-U.S. equity investments are offset against the currency component in accumulated other comprehensive income. The receivable or payable with the counterparty to the derivative contract is reported as either other current assets or accrued liabilities. There were no deferred gains or losses at December 30, 2000 and less than $0.5 at December 25, 1999.
     When appropriate, the company will generally enter into interest rate swap and cap agreements to effectively limit its exposure to interest rate movements within the parameters of its interest rate hedging policy. This policy indicates that interest rate exposures from floating-rate assets may be offset by a substantially similar amount of floating-rate liabilities. Interest rate derivatives may be used to readjust this natural hedge position whenever it becomes unbalanced. Net payments or receipts on these agreements are accrued as other current assets and accrued liabilities and recorded as adjustments to interest expense or interest income. Interest rate instruments are entered into for periods no longer than the life of the underlying transactions or, in the case of floating-rate to fixed-rate swaps, for periods no longer than the underlying floating-rate exposure is expected to remain outstanding. Interest rate derivatives are normally held to maturity but may be terminated early, particularly if the underlying exposure is similarly extinguished. Gains and losses on prematurely terminated interest rate derivatives are recognized over the remaining life, if any, of the underlying exposure as an adjustment to interest income or interest expense.
     The company amortizes premium income or expense incurred from entering into derivative instruments over the life of each agreement as non-operating income and expense.

New Accounting Guidance During May, the EITF issued Issue No. 00-14, Accounting for Certain Sales Incentives. EITF Issue No. 00-14 addresses the classification of various sales incentives and will be effective for the second quarter of 2001. The company has determined that the adoption of EITF Issue No. 00-14 will not have a material effect on its financial position. Amounts included in previously issued financial statements will be reclassified to conform to the new presentation.
     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). This standard was amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133 and changed the effective date for SFAS No. 133 to all fiscal quarters of fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of SFAS No. 133. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their respective fair values. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on their designation as a hedge of a particular exposure. For effective fair value hedge transactions in which the company is hedging changes in the fair value of assets, liabilities or firm commitments, changes in the fair value of the derivative instrument will generally be offset by changes in the hedged item's fair value. For cash flow hedge transactions in which the company is hedging the variability of cash flows related to a variable rate asset, liability or forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be recognized in earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. The company will adopt SFAS No. 133 in the first quarter of 2001 and a transition loss of approximately $1.5 will be recorded in other comprehensive income. A transition gain of approximately $0.2 will be recorded as a cumulative adjustment to income.

Bausch & Lomb   A19   2001 Proxy Statement

2.   ACQUISITIONS

The following table presents information about acquisitions by the company during the period ended December 30, 2000, as well as the goodwill and other intangible asset balances at December 25, 1999 and December 30, 2000. The acquisitions were accounted for under the purchase method with a portion of the purchase price allocated to goodwill and other intangible assets and, in some cases, purchased in-process research and development (IPR&D).

	Goodwill	Other Intangibles	Total
Balances at December 25,1999 1	$ 426.4	$ 309.7	$ 736.1
Activity during 2000
Groupe Chauvin 2	91.8	123.2	215.0
Woehlk 3	13.6	6.7	20.3
DexaRhino 4	-	8.9	8.9
Licenses 5	-	11.3	11.3
Other 2000 activity 6	-	(4.8)	(4.8)
Balance at December 30, 2000	$ 531.8	$ 455.0	$ 986.8
Accumulated Amortization 7			(171.1)
Goodwill and Other Intangibles, net at December 30, 2000			$ 815.7

1    Goodwill includes the following amounts: Dr. Mann Pharma, acquired in 1986, $82.5 with an original life of 30 years; Award, plc, acquired in 1996, $36.3 with an Original life of 15 years; Storz, acquired in 1998, $107.7 with an original life of 40 years; Chiron Vision Corporation, acquired in 1998, $104.0 with an original life of 20 years.

2    Groupe Chauvin was acquired in August 2000 for $218.0. Goodwill is being amortized over an original life of 25 years. Other intangible assets are being amortized over original lives as follows: tradename of $22.6 and physician information and customer database of $17.1, 30 years; developed technology and distribution agreements/relationships of $78.1, 20 years; and workforce of $5.4, 15 years.

3    Woehlk was acquired in October 2000 for $25.7. Goodwill is being amortized over an original life of 20 years. Other intangible assets are being amortized over original lives as follows: tradename of $1.1, 5 years and customer base of $5.6, 20 years.

4    DexaRhino anti-allergy product sold through Dr. Mann Pharma was acquired for $8.9 and amortized over 15 years.

5    BTG vision care product sold through the UK was acquired for $11.3 and amortized over 9 years.

6    Other 2000 activity includes the impact of currency.

7    Accumulated amortization at December 25, 1999 was $129.3.

     On August 8, 2000, Bausch & Lomb completed the acquisition of Groupe Chauvin, a European-based ophthalmic pharmaceuticals company headquartered in Montpellier, France, and several related companies, for a total of approximately $218.0 net of cash acquired. The privately-held companies combined have historically generated sales of nearly $100, employ nearly 800 people, and have operations in France, Germany, the U.K., Switzerland, the Benelux countries, and Portugal. Bausch & Lomb financed the acquisition through the use of cash reserves generated offshore.
     The acquisition was accounted for as a purchase, whereby the purchase price, including acquisition costs, was allocated to identified assets, including tangible and intangible assets, purchased IPR&D and liabilities based upon their respective fair values. The excess of the purchase price over the value of identified assets and liabilities has been recorded as goodwill and amortized on a straight-line basis over twenty-five years.
     The useful lives of identifiable intangibles and goodwill was determined based upon an evaluation of pertinent factors, including consideration of legal, regulatory and contractual provisions which could limit the maximum useful life and management's judgement and in some instances, the reports of independent appraisers.
     After the evaluation of the factors identified previously, it was determined that the associated goodwill related explicitly to the earnings potential of the business and that the future periods to benefit from these earnings were closely associated with the acquired physician information and customer databases and trade names.
     As required under generally accepted accounting principles, IPR&D of $23.8 was expensed immediately, resulting in a non-cash charge to earnings, since the underlying R&D projects had not reached technological feasibility and the assets to be used in such projects had no alternative future use.

Bausch & Lomb   A20   2001 Proxy Statement

     There were eight product development projects included in the $23.8 pre-tax charge to IPR&D. The projects were unique from other pre-existing core technology and pertained primarily to the development of new or redesigned ophthalmic pharmaceutical drug products and products that support eye surgery procedures. The company engaged an outside appraiser who estimated the fair value of the purchased IPR&D using an income approach. Such methodology involved estimating the fair value of the purchased IPR&D using the present value of the estimated after-tax cash flows expected to be generated as a result of these projects and using risk-adjusted discount rates and revenue forecasts as appropriate. The selection of a 15% discount rate for all products was based on consideration of the company's weighted average cost of capital. A probability factor was then applied to the cash flow based on anticipated profitability levels of each project and the uncertainty surrounding successful development of each project. The amount expensed was also impacted by the percentage of completion for each project. The company expects to fund all R&D efforts, including acquired IPR&D, from cash flow from operations.
     Management is primarily responsible for estimating the fair value of assets and liabilities obtained through acquisitions and has conducted due diligence in determining fair values. Management made estimates and assumptions at the time of each acquisition that affect the reported amounts of assets, liabilities and expenses, including IPR&D, resulting from such acquisitions. Actual results could differ from those amounts.

Accrual For Exit Activities As part of the integration of Groupe Chauvin, management developed a formal plan that included the shutdown of duplicate facilities in Europe and the consolidation of certain functional areas. The exit activities were committed to by management and formally communicated to the affected employees during the fourth quarter. The major components of the accrual were as follows:

	Cost of Exit Activities
	Employee Severance	Other	Total
Acquisition Accrual	$ 2.6	$ 0.4	$ 3.0
Less cash payments made in 2000	(0.3)	-	(0.3)
Balances at December 30, 2000	$ 2.3	$ 0.4	$ 2.7

     The costs of employee terminations related to 64 employees in R&D, selling and administration. The other costs represent leasehold termination payments. The closures and consolidations began in 2000 and are expected to be completed in 2001. As management continues to evaluate the business, additional consolidations will occur that would result in an additional accrual, primarily for employee termination costs, to be recorded in the first half of 2001 with a corresponding adjustment to goodwill.

Surgical Acquisition

The purchase price for the 1998 acquisitions of Storz and Chiron Vision (collectively referred to as surgical) was allocated to tangible assets and intangible assets, including goodwill and identifiable intangible assets, less liabilities assumed and to IPR&D. As required under generally accepted accounting principles, IPR&D was immediately expensed, resulting in a non-cash charge to earnings, since the underlying R&D projects had not reached technological feasibility and the assets to be used in such projects had no alternative future use.
     There were a combined 11 product development projects for surgical included in the $41.0 pre-tax charge to IPR&D. The projects were unique from other pre-existing core technology and pertained primarily to the development of new ophthalmic pharmaceutical drugs, new or redesigned intraocular lenses and products that support eye surgery procedures.
     During 1999, two of the product development projects representing 40% of the $41.0 pre-tax charge were discontinued. During 2000, two projects were put on hold pending further management review. Costs and expected revenues related to the remaining projects have not varied materially from original projections.

Bausch & Lomb   A21   2001 Proxy Statement

Accrual For Exit Activities As part of the integration of surgical, management developed a formal plan that included the shutdown of duplicate facilities in the U.S., Europe and Asia, the elimination of duplicate product lines and the consolidation of certain administrative functions. The exit activities were committed to by management and formally communicated to employees shortly after the acquisitions were consummated. The major components of the accrual were as follows:

		Costs of Exit Activities
	Employee Severance And Relocation		Facilities Closure Costs	Contract Terminations	Total
Accrued at acquisition date	$ 21.7		$ 5.5	$ 0.9	$ 28.1
Less 1998 Activity
Cash payments	(6.3)		(0.7)	(0.9)	(7.9)
Non-cash items	-		(0.3)	-	(0.3)
Balances at December 26, 1998	15.4		4.5	-	19.9
Less 1999 Activity
Cash payments	(10.7)		(0.4)	-	(11.1)
Non-cash items	-		(2.6)	-	(2.6)
Balances at December 25, 1999	4.7		1.5	-	6.2
Less 2000 Activity
Cash payments	(4.7)		(1.5)	-	(6.2)
Balances at December 30, 2000	$    -		$   -	$  -	$   -

     The costs of employee terminations related to 596 employees in production, R&D, selling and administration. During 2000, 1999 and 1998, 112, 384 and 100 of these employees were terminated, respectively. The facilities closure costs primarily represented leasehold termination payments and fixed asset writedowns relating to duplicate facilities. The closures and consolidations in the U.S. were substantially completed in 1999. The closures and consolidations outside the U.S. were commenced in 1999 and were completed in 2000. Involuntary termination benefits of $18.1 were accrued in 1998. Amounts paid and charged against the liability were $4.3 in 2000, $8.4 in 1999 and $5.4 in 1998.

3.   DISCONTINUED OPERATIONS

On June 26, 1999, the company completed the sale of its sunglass business to Luxottica Group S.p.A. for $636.0 in cash. The company recorded an after-tax gain of $126.3 or $2.16 per diluted share, which included the costs associated with exiting the business, such as severance pay and additional pension costs. Subsequent to the sale, Luxottica Group S.p.A. proposed certain adjustments to the closing balance sheet in connection with their purchase that could potentially impact the resulting gain on the sale. It is too early to estimate with any certainty the potential adjustment, if any, to the gain. The company does not believe that the outcome of these proceedings will have a material adverse effect on its financial condition.
     The results of the sunglass business have been reported as discontinued operations in the accompanying Statements of Income. Revenues of this business were $252.7 and $445.6 for 1999 (six months to June 26, 1999) and 1998, respectively. At the time of the sale, certain non-U.S. sunglass businesses were subject to deferred closings due to local regulatory and legal considerations, all of which have been completed as of December 2000. Net assets from the remaining units were classified as net assets held for disposal in the company's December 25, 1999 balance sheet. Net assets of the sunglass business subject to deferred closing totaled $29.3 at December 25, 1999, and consisted primarily of inventory, receivables, property, plant and equipment, accrued liabilities and payables.
     On August 30, 1999 the company completed the sale of its hearing aid business to Amplifon S.p.A., a privately-held company in Italy. The company recorded an after-tax gain of $11.1 or $0.19 per diluted share, including costs associated with exiting the business. Also during the third quarter, the company completed the sale of Charles River Laboratories to DLJ Merchant Banking Partners II, L.P., for approximately $400 in cash and $43 in promissory notes that were repaid in fiscal year 2000. The company retained a minority interest in the Charles River Laboratories business accounted for at cost. The company recorded an after-tax gain of $170.7 or $2.91 per diluted share, including costs associated with exiting the business. Miracle-Ear, Charles River Laboratories and the skin care business (which was sold in 1998) collectively comprised the company's healthcare segment. The results of the healthcare segment have been reported as discontinued operations in the accompanying Statements of Income. Revenues for this segment were $241.0 and $319.7 for 1999 (eight months to August 30, 1999) and 1998, respectively.

Bausch & Lomb   A22   2001 Proxy Statement

     Income (loss) from discontinued operations as reported on the company's Statements of Income were net of income taxes of $20.6 and $14.2 for the fiscal years ended 1999 and 1998. The Statement of Cash Flows for the years ended December 25, 1999 and December 26, 1998 have not been restated to reflect the divestitures of these businesses.

4.   EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of Common and Class B shares outstanding during a period. Diluted earnings per share reflect the assumed conversion of dilutive stock options. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options were considered to have been used to repurchase common shares at average market prices for the period, and the resulting net additional common shares are included in the calculation of average common shares outstanding.
     The following table summarizes the amounts used to calculate basic and diluted earnings per share:

(Dollar Amounts In Millions, Share Data In Thousands)	2000	1999	1998
Income from continuing operations	$   82.0	$  102.7	$   55.6
Income (loss) from discontinued operations, net	-	34.0	(63.4)
Gain on early extinguishment of debt	1.4	-	-
Gain on disposals of discontinued operations, net	-	308.1	33.0
Net Income	$   83.4	$  444.8	$   25.2
Common shares - basic	54,162	57,287	55,824
Effect of dilutive securities	562	1,352	543
Common shares - diluted	54,724	58,639	56,367
Options which were anti-dilutive and excluded from the calculation of diluted earnings per share	2,384	1,149	1,709

5.   RESTRUCTURING CHARGES AND ASSET WRITE-OFFS

2000 Program

In December 2000, the company's board of directors approved a comprehensive restructuring plan that would facilitate the company's realignment as an integrated operating company with centralized management of R&D and supply chain operations and with commercial operations managed on a regional basis. The restructuring plan will be implemented in two phases due to the anticipated timing of communication to employees and overall implementation schedule. As a result, a pre-tax amount of $42.7 was recorded during the fourth quarter for Phase I of the restructuring and for asset write-offs. Management anticipates recording approximately $10.0 of additional expense for Phase II in the first half of 2001.
     The following table summarizes the activity for the 2000 program:

	Severance and all	Asset
	other expenses	write-offs	Total
Net charge during 2000	$ 22.3	$ 20.4	$ 42.7
Asset write-offs during 2000	-	(20.4)	(20.4)
Cash payments during 2000	(0.7)	-	(0.7)
Remaining reserve at December 30, 2000	$ 21.6	$    -	$ 21.6

     The restructuring actions will result in the termination of approximately 477 employees in Phase I. As of December 30, 2000, 62 employees have been terminated under this restructuring plan with $0.7 of related costs being charged against the liability.
     In addition to employee terminations, the above actions resulted in $20.4 of asset write-offs for machinery and equipment ($11.1), facilities ($6.9) and abandoned software ($2.4). The disposition and/or decommissioning of these assets occurred in the fourth quarter of 2000 and no additional asset write-offs are anticipated in Phase II.

Bausch & Lomb   A23   2001 Proxy Statement

1999 And 1997 Programs

The company's board of directors had approved a comprehensive program to exit certain contact lens manufacturing platforms and to further reduce the administrative cost structure throughout the company. As a result, the company recorded a pre-tax charge of $56.7 in 1999.
     The 1999 restructuring program anticipated the termination of approximately 1,000 employees. Terminations in the vision care segment included 926 employees. The other/administrative actions included the termination of approximately 80 staff in both administrative and sales roles. As of December 30, 2000, 864 vision care employees and 38 other/administrative employees were terminated under this restructuring plan with $21.8 of related costs being charged against the liability.
     During the second half of 2000, the company reduced the 1999 reserve by a net amount of $9.0. The company reversed approximately $10.4 of severance related costs that were not required. The reversal was primarily the result of costs related to employee separations and project completions being lower than originally estimated and expansion of manufacturing operations in a vision care plant to meet unplanned market demand for new products. In addition, certain anticipated actions were not taken, because after further market analysis, the company determined that it was not feasible to implement the planned business reorganization. The company also increased the reserve in the third quarter of 2000 by $1.4 for severance expenses associated with additional actions in the contact lens business announced in August. These actions were the result of greater efficiencies related to the operational restructuring completed in the U.S. The job classifications and location of employees impacted were identical to those that were identified at the time the initial reserve was established. By the end of 2000, the company had completed all actions related to this restructuring.
     During 1999, the actions related to a restructuring program approved by the company's board of directors in April 1997 were completed and the remaining reserve of $3.2 was reversed. The cumulative pre-tax restructuring charges of $85.5 were recorded through the first half of 1998. Of these charges, $46.0 related to ongoing operations and $39.5 related to divested businesses and are reported as part of income from discontinued operations.
     The following table summarizes the activity for the combined 1997 and 1999 programs:

	Severance and all other expenses	Asset write-offs	Total
Net charge during 1997	$  42.1	$  3.9	$  46.0
Asset write-offs during 1997	-	(3.6)	(3.6)
Cash payments during 1997	(16.3)	-	(16.3)
Balances as of December 27, 1997	25.8	0.3	26.1
Cash payments during 1998	(11.0)	-	(11.0)
Balances as of December 26, 1998	14.8	0.3	15.1
Net charge during 1999	30.8	25.9	56.7
Asset write-offs during 1999	-	(26.2)	(26.2)
Cash payments during 1999 1	(12.6)	-	(12.6)
Reversal of 1997 reserve during 1999	(3.2)	-	(3.2)
Remaining reserve at December 25, 1999	29.8	-	29.8
Cash payments during 2000	(20.8)	-	(20.8)
Additional charge to 1999 reserve during 2000	1.4	-	1.4
Reversal of 1999 reserve during 2000	(10.4)	-	(10.4)
Remaining reserve at December 30, 2000	$    -	$   -	$    -

1    Cash payments for the 1997 program were $11.6.

6.   BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The company is organized by product line for management reporting with operating earnings being the primary measure of segment profitability. Certain distribution and general and administrative expenses, including some centralized services provided by corporate functions, are allocated based on segment sales. No items below operating earnings are allocated to segments. Restructuring charges and charges related to certain significant events, although related to specific product lines, are also excluded from management basis results. The accounting policies used to generate segment results are the same as the company's overall accounting policies.

Bausch & Lomb   A24   2001 Proxy Statement

     The company's segments are vision care, pharmaceuticals and surgical. The vision care segment includes contact lenses, lens care products and vision accessories. The pharmaceuticals segment includes prescription ophthalmic drugs as well as over-the-counter medications. The surgical segment is comprised of cataract, refractive and other ophthalmic surgery products and equipment.
     Segment assets represent operating assets of U.S. commercial entities, global manufacturing locations, inventories and net trade receivables of non-U.S. commercial entities. Net assets from discontinued operations subject to deferred closings are classified as "net assets held for disposal" in the company's 1999 balance sheet. Other operating assets of non-U.S. commercial entities are reported as "amounts not allocated" in the following table. Assets previously reported as "amounts not allocated" representing net trade receivables of $185.4 and $239.5 for 1999 and 1998, respectively, have been reclassified to the business segments and the amounts restated.

BUSINESS SEGMENT The following table presents sales and other financial information by business segment for the years 2000, 1999 and 1998. The company does not have material intersegment sales.

	Net Sales	Operating Income	Depreciation and Amortization	Capital Expenditures	Assets Assets
2000
Vision Care	$1,023.0	$  215.4	$  67.4	$  50.6	$  698.0
Pharmaceuticals	273.2	13.5	19.2	19.1	531.4
Surgical	476.2	47.6	44.9	11.6	727.1
	1,772.4	276.5	131.5	81.3	1,956.5
Corporate administration	-	(50.7)	16.2	13.7	1,033.9
Restructuring	-	(33.7)	-	-	20.4
Purchase accounting adjustments 1	-	(26.8)	-	-	-
Other significant charges 2	-	(23.4)	-	-	-
Amounts not allocated	-	-	-	-	75.1
	$1,772.4	$  141.9	$  147.7	$  95.0	$3,085.9
1999
Vision Care	$1,034.1	$  200.5	$   65.3	$  54.5	$  701.8
Pharmaceuticals	293.9	66.1	16.0	21.1	273.6
Surgical	436.3	64.1	41.4	18.3	770.0
	1,764.3	330.7	122.7	93.9	1,745.4
Corporate administration	-	(63.0)	6.5	43.4	1,480.6
Restructuring	-	(53.5)	-	-	-
Discontinued assets 3	-	-	27.0	18.6	-
Net assets held for disposal	-	-	-	-	29.3
Amounts not allocated	-	-	-	-	18.2
	$1,764.3	$  214.2	$  156.2	$  155.9	$3,273.5
1998
Vision Care	$  975.0	$  208.4	$   62.8	$  112.8	$  742.7
Pharmaceuticals	241.6	49.2	15.6	17.2	312.7
Surgical	387.9	43.0	36.6	14.5	697.9
	1,604.5	300.6	115.0	144.5	1,753.3
Corporate administration	-	(52.6)	2.7	18.7	998.0
Restructuring	-	(5.4)	-	-	-
Purchase accounting adjustments 4	-	(73.1)	-	-	-
Discontinued assets 3	-	-	46.1	38.3	657.9
Amounts not allocated	-	-	-	-	82.5
	$1,604.5	$  169.5	$  163.8	$  201.5	$3,491.7

1    Purchase accounting adjustments consisted of a charge of $23.8 for purchased IPR&D and a purchase accounting inventory adjustment of $3.

2    Other significant charges consisted of $3.7 related to the failed acquisition attempt of Wesley Jessen VisionCare, Inc. and $19.7 related to the settlement of litigation.

3    Discontinued assets are related to the sale of the sunglass and healthcare businesses. They consisted primarily of inventory, receivables, property, plant and equipment, accrued liabilities and payables.

4    Purchase accounting adjustments consisted of a charge of $41.0 for purchased IPR&D and a purchase accounting inventory adjustment of $32.1.

Bausch & Lomb   A25   2001 Proxy Statement

Geographic Region The following table presents sales and long-lived assets by geography for the years 2000, 1999 and 1998. Sales to unaffiliated customers represent net sales originating in entities physically located in the identified geographic area. Sales in Japan were $217.7, $185.1 and $143.9 in 2000, 1999 and 1998, respectively. Long-lived assets include property, plant and equipment, goodwill and other intangibles, other investments and other assets. In 1999, long-lived assets excluded net assets held for disposal. Of the total non-U.S. long-lived assets for 2000, $197.8 and $191.7 of these assets comprised primarily of goodwill and other intangibles are located in the countries of France and Germany, respectively.

	U.S.	Non-U.S.	Consolidated
2000
Sales to unaffiliated customers	$  874.0	$  898.4	$1,772.4
Long-live assets	818.2	662.0	1,440.2
1999
Sales to unaffiliated customers	$  934.3	$  830.0	$1,764.3
Long-live assets	951.8	506.8	1,458.6
1998
Sales to unaffiliated customers	$  846.7	$  757.8	$1,604.5
Long-live assets	1,073.0	831.9	1,904.9

7.   SUPPLEMENTAL BALANCE SHEET INFORMATION

	December 30, 2000	December 25, 1999
Inventories
Raw materials and supplies	$   57.5	$   54.0
Work in process	28.0	15.9
Finished products	162.2	169.7
	$  247.7	$  239.6
	December 30, 2000	December 25, 1999
Property, Plant And Equipment
Land	$   13.8	$   12.0
Buildings	224.4	212.8
Machinery and equipment	795.8	772.1
Leasehold improvements	30.1	35.2
	1,064.1	1,032.1
Less accumulated depreciation	(569.3)	(507.3)
	$  494.8	$  524.8

8.   OTHER SHORT- AND LONG-TERM INVESTMENTS

NETHERLANDS GUILDER INVESTMENT The company invested 219 million Netherlands guilders (NLG), approximating $136.0 at the time of the investment, in securities issued by a subsidiary of a triple-A rated financial institution. The issuer's investments are restricted to high quality, short-term investments (less than 90 days) and government obligations, and as such, the net asset value is not expected to be materially different than fair value. The issuer reinvests all of its income. At December 30, 2000, the average euro rate of return was 4.73%. During 2000, a cross-currency swap transaction that effectively hedged the currency risk and converted the NLG income to a U.S. dollar rate of return matured and was not renewed in anticipation of the company exercising its option to put part of its equity position back to the issuer in the first quarter of 2001.

Bausch & Lomb   A26   2001 Proxy Statement

     The company, through two non-U.S. legal entities, owns approximately 22% of the subsidiary of the financial institution; the financial institution owns the remainder. The company has the right to put its equity position at net asset value to the financial institution at the end of each quarter until January 2003. Since the securities are not readily marketable, this represents the company's ability to exit from the investment. The company notified the financial institution in the fourth quarter of 2000 that it will exercise its right to put a significant portion of its equity position. The company expects to complete this liquidation of the investment by the end of the first quarter of 2001. Accordingly, $99.6 has been reclassified to other investments, short-term on the balance sheet for 2000.
     Management believes this investment is fully recoverable at par value based on the high quality and stability of the financial institution. However, the investment is subject to equity risk.

U.S. Dollar Investment The company invested $425.0 in equity securities issued by a subsidiary of a double-A rated financial institution. The securities paid quarterly cumulative dividends at a variable LIBOR-based rate. At December 25, 1999, this rate was 4.96%. The issuer and the company agreed to redeem these securities at par over a 12-month period commencing January 5, 1999, and during 1999 $300.0 of this investment, which was classified as short-term, was redeemed. At December 25, 1999, the remaining $125.0 of the investment was classified as short-term and subsequently, on January 5, 2000, was redeemed. The company used the redemption proceeds to finance operational requirements outside the U.S. and invest in short-term money market instruments.

Other Investments Upon the sale of the company's biomedical business in September 1999, the company received a subordinated discount note due September 2010, with an original issue price of $43.0. The interest on this note, which varied from a rate of 12.0% to 15.0%, accreted daily to a value at maturity of $175.3. The note was subordinate to the senior indebtedness of the issuer. This note could be redeemed at any time prior to maturity at the discretion of the issuer at its accreted value. This note was redeemed during 2000 at a value of $46.9. The company also maintained a 12.5% equity interest in the divested business, valued at $19.9 at the end of 1999, and accounted for under the cost method. During 2000, the divested business, Charles River Laboratories, Inc. (CRL), issued common stock in an initial public offering, which reduced the company's equity interest in CRL to less than 7%. As of December 30, 2000 the investment had a fair market value of $67.8 and is classified as available-for-sale in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. A resulting unrealized holding gain, net of taxes, of $30.4 was recorded in other comprehensive income.

9.   PROVISION FOR INCOME TAXES

An analysis of the components of earnings from continuing operations before income taxes and minority interest and the related provision for income taxes is presented below:

	2000	1999	1998
Earnings (loss) from continuing operations before income taxes and minority interest
U.S.	$ (7.0)	$ 39.7	$(36.8)
Non-U.S.	167.7	145.3	156.5
	$160.7	$185.0	$119.7
Provision for income taxes
Federal
Current	$ 31.2	$ 13.4	$  6.5
Deferred	(12.9)	6.6	(11.4)
State
Current	6.5	4.7	1.2
Deferred	(4.2)	4.9	(3.3)
Foreign
Current	49.1	43.5	35.2
Deferred	(4.2)	(6.5)	14.0
	$ 65.5	$ 66.6	$ 42.2

Bausch & Lomb   A27   2001 Proxy Statement

     Deferred taxes, detailed below, recognize the impact of temporary differences between the amounts of assets and liabilities recorded for financial statement purposes and such amounts measured in accordance with tax laws. Realization of the tax loss ($51.4 of non-U.S. net operating losses and $143.8 of U.S. capital losses as of December 30, 2000) and credit ($22.6 as of December 30, 2000) carryforwards, some of which expire between 2002 and 2007, and others, which have no expiration, is contingent on future taxable earnings in the appropriate jurisdictions. Valuation allowances have been recorded for these and other asset items which may not be realized. Each carryforward item is reviewed for expected utilization, using a "more likely than not" approach, based on the character of the carryforward item (credit, loss, etc.), the associated taxing jurisdiction (U.S., state, non-U.S., etc.), the relevant history for the particular item, the applicable expiration dates, operating projects that would impact utilization, and identified actions under the control of the company in realizing the associated carryforward benefits. Additionally, the company's utilization of U.S. foreign tax credit and state investment credit carryforwards is dependent on related statutory limitations that involve numerous factors beyond overall positive earnings, all of which must be taken into account by the company in its evaluation. The company assesses the available positive and negative evidence surrounding the recoverability of the deferred tax assets and applies its judgment in estimating the amount of valuation allowance necessary under the circumstances. The company continues to assess and evaluate strategies that will enable the carryforwards to be utilized, and will reduce the valuation allowance appropriately for each item at such time when it is determined that the "more likely than not" approach is satisfied for the related item, or portion thereof.

	Deferred Taxes
	December 30, 2000		December 25, 1999
	Assets	Liabilities		Assets	Liabilities
Current:
Inventories	$  24.1	$     -		$20.0	$   5.3
Sales and allowance accruals	21.7	-		23.4	-
Employee benefits and compensation	17.4	-		17.2	-
Restructuring accruals	7.0	-		9.7	-
Other accruals	8.8	4.2		1.3	7.1
Unrealized foreign exchange transactions	0.6	6.2		1.9	8.0
State and local income tax	-	6.4		-	8.1
	$79.6	$  16.8		$  73.5	$  28.5
Non-current:
Tax loss and credit carryforwards	$80.5	$     -		$ 110.8	$     -
Employee benefits	23.9	0.4		26.4	0.3
Unrealized foreign exchange transactions	-	-		-	14.0
Other accruals	-	28.1		-	11.6
Valuation allowance	(30.6)	-		(45.6)	-
Depreciation and amortization	-	65.0		-	25.1
Intercompany investments	-	202.7		-	203.3
	73.8	296.2		91.6	254.3
	$ 153.4	$ 313.0		$ 165.1	$ 282.8

     Reconciliations of the statutory U.S. federal income tax rate to the effective tax rates for continuing operations were as follows:

	2000	1999	1998
Statutory U.S. tax rate	35.0%	35.0%	35.0%
Nondeductible purchased research & development	5.3	-	-
State income taxes, net of federal tax benefit	0.7	3.3	(1.2)
Goodwill amortization	0.4	0.9	0.1
Difference between non-U.S. and U.S. tax rates	0.3	(2.8)	3.9
Foreign Sales Corporate tax benefit	(1.0)	(0.9)	(1.7)
Other	0.1	0.5	(0.9)
Effective tax rate	40.8%	36.0%	35.2%

Bausch & Lomb   A28   2001 Proxy Statement

     At December 30, 2000, earnings considered to be permanently reinvested in non-U.S. subsidiaries totaled approximately $876.1. Deferred income taxes have not been provided on these earnings as the company does not plan to initiate any action that would require the payment of income taxes. It is not practicable to estimate the amount of additional tax that might be payable on these undistributed foreign earnings.

10.  DEBT

Short-term debt at December 30, 2000 and December 25, 1999 consisted of $10.1 and $20.9 in U.S. borrowings and $22.5 and $25.0 in non-U.S. borrowings, respectively. To support its liquidity requirements, the company generally maintains U.S. revolving credit agreements. In January 2001, $525.0 of 364-day revolving credit agreements that expired December 22, 2000 were replaced with a $250.0 three-year syndicated revolving credit facility. The interest rate under the new agreement is based on LIBOR or the highest rate based on secondary CD's, Federal Funds or the base rate of one of the lending banks.
     During 1999, the company terminated two seven-year interest rate swap agreements. Each swap agreement had a notional amount of $100.0 and was used to convert $200.0 of U.S. commercial paper into fixed-rate obligations with effective interest rates, prior to termination, of 6.48%.
     Average short-term interest rates were 2.1% and 5.4% for the years ended 2000 and 1999, respectively. The maximum amount of short-term debt at the end of any month was $53.6 in 2000 and $261.4 in 1999. Average short-term, month-end borrowings were $42.1 in 2000 and $171.9 in 1999.
     The components of long-term debt were:

	Interest Rate Percentage	December 30, 2000	December 25, 1999
Fixed-rate notes payable at par
Notes due in 2001 or 2011 1	6.15	$  97.0	$100.0
Notes due in 2001 or 2026 2	6.56	100.00	100.0
Notes due in 2003 3	5.95	85.0	85.0
Notes due in 2003 or 2013 1	6.38	100.0	100.0
Notes due in 2004 4	6.75	194.6	200.0
Notes due in 2005 or 2025 1	6.50	100.0	100.0
Notes due in 2028 4	7.13	194.6	200.0
Variable rate and other borrowings
Securitized trade receivables expiring in 2002	6.335	75.0	75.0
Industrial Development Bonds due in 2015	5.155	8.5	8.5
Other	Various	11.6	9.5
		965.7	978.0
Less current portion		(202.6)	(1.0)
		$763.1	$977.0

1    Notes contain put/call options exercisable at 100% of par in 2001, 2003 and 2005 for the 6.15%, 6.38% and 6.50% notes, respectively. The company has also entered into remarketing agreements with respect to each of these issues, which allow the agent to call the debt from the holders on the option exercisable dates, and then remarket them. If this right is exercised the coupon rate paid by the company will reset to a rate higher than the then current market rate.

2    Notes contain an option allowing the holder to put these notes back to the company in 2001, therefore, notes have been classified as current. Otherwise the notes mature in 2026.

3    An interest rate swap agreement effectively converts these notes to a floating-rate liability. At December 30, 2000, the effective rate on these notes was 6.25%. In January 2001, the swap was terminated.

4    The company, at its option, may call these notes at any time pursuant to a make-whole redemption provision, which would compensate holders for any changes in market value of the notes upon early extinguishment.

5    Represents rate at December 30, 2000.

     In 2000, the company retired $14.4 of the notes due in 2001 or 2011, 2004 and 2028. The company recognized an extraordinary gain of $1.4, net of taxes, or $0.03 per share in conjunction with the retirement.
     Interest rate swap agreements on long-term debt issues resulted in an increase in the long-term effective interest rate from 6.54% to 6.55% in 2000 and an increase in 1999 long-term rates from 6.31% to 6.33%. Long-term borrowing maturities during the next five years are $202.6 in 2001; $76.9 in 2002; $185.8 in 2003; $196.6 in 2004 and $100.6 in 2005. These amounts assume that all put/call options are exercised.

Bausch & Lomb   A29   2001 Proxy Statement

11.  OPERATING LEASES

The company leases land, buildings, machinery and equipment under noncancelable operating leases. Total annual rental expense for 2000, 1999 and 1998 amounted to $28.0, $32.0 and $34.1, respectively.
     Minimum future rental commitments having noncancelable lease terms in excess of one year aggregated $119.1, net of sublease rentals of $5.0, as of December 30, 2000 and are payable as follows: 2001, $21.1; 2002, $69.6; 2003, $10.0; 2004, $6.3; 2005, $5.2 and beyond, $6.9.
     The company leases an office facility under a seven-year operating lease, expiring in 2002, with an associated residual value guarantee in an amount not to exceed $54.6. During 2000, net rental payments on the lease, included above, approximated $2.6.

12.  EMPLOYEE BENEFITS

The company's benefit plans, which in the aggregate cover substantially all U.S. employees and employees in certain other countries, consist of defined benefit pension plans, defined contribution plans and a participatory defined benefit postretirement plan.
     The information provided below pertains to the company's defined benefit pension and postretirement plans. The following table provides reconciliations of the changes in benefit obligations, fair value of plan assets and funded status for the two-year period ending December 30, 2000:

	Pension Benefits Plans			Postretirement Benefit Plan
	2000	1999	2000		1999
Reconciliation of benefit obligation
Obligation at beginning of year	$ 234.3	$ 257.1	$ 62.3		$ 68.1
Service cost	12.7	9.8	1.6		1.2
Interest cost	15.9	16.9	3.7		4.3
Participant contributions	0.7	1.7	-		-
Plan amendments	(1.6)	-	1.3		-
Acquisitions/divestitures	10.8	(30.3)	-		-
Currency translation adjustments	(3.8)	(2.8)	-		-
Curtailment gains	(0.8)	(1.9)	(0.9)		(1.4)
Benefit payments	(20.4)	(18.0)	(7.3)		(6.5)
Actuarial loss (gain)	4.1	1.8	(10.2)		(3.4)
Obligation at end of year	$ 251.9	$ 234.3	$ 50.5		$ 62.3
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year	$ 241.0	$ 236.5	$ 43.2		$ 39.3
Actual return on plan assets	3.7	46.5	(1.2)		3.9
Divestitures/acquisitions	8.5	(30.3)	-		-
Employer contributions	18.9	7.5	6.4		6.5
Participant contributions	0.7	1.7	-		-
Benefit payments	(20.4)	(18.0)	(7.3)		(6.5)
Currency translation adjustments	(3.8)	(2.9)	-		-
Fair value of plan assets at end of year	$ 248.6	$ 241.0	$ 41.1		$ 43.2
Reconciliation of funded status to net amount recognized on the balance sheet
Funded status at end of year	$  (3.3)	$   6.7	$ (9.4)		$(19.1)
Unrecognized transition obligation	1.4	2.2	-		-
Unrecognized prior-service cost	4.2	8.5	0.2		(1.2)
Unrecognized actuarial loss (gain)	3.0	(19.2)	(48.0)		(46.5)
Net asset (liability) recognized	$  5.3	$  (1.8)	$(57.2)		$(66.8)

     The plan assets shown above for the pension benefit plans include 52,800 shares of the company's common stock. In 2000, two plans were acquired as part of the Groupe Chauvin and Woehlk acquisitions. In 1999, three plans were sold as part of the biomedical divestiture.

Bausch & Lomb   A30   2001 Proxy Statement

     The following table provides information related to underfunded pension plans:

	2000	1999
Projected benefit obligation	$29.3	$13.9
Accumulated benefit obligation	24.6	11.4
Fair value of plan assets	7.3	0.1

     The company's postretirement benefit plan was underfunded for each of the past two years.

     The following table provides the amounts recognized in the balance sheet as of the end of each year:

	Pension Benefits Plans			Postretirement Benefit Plan
	2000	1999	2000		1999
Prepaid benefit cost	$ 21.2	$  9.8	$     -		$     -
Accrued benefit liability	(19.6)	(11.6)	(57.2)		(66.8)
Intangible asset	2.0	-	-		-
Accumulated other comprehensive income	1.7	-	-		-
Net asset (liability) recognized	$  5.3	$ (1.8)	$ (57.2)		$ (66.8)

     The following table provides the components of net periodic benefit cost for the plans for fiscal years 2000, 1999 and 1998:

	Pension Benefit Plans				Postretirement Benefit Plan
	2000	1999	1998	2000		1999	1998
Service cost	$ 12.8	$  9.8	$  9.2	$  1.5		$  1.2	$  1.3
Interest cost	15.9	17.0	16.2	3.7		4.3	4.8
Expected return on plan assets	(21.4)	(21.1)	(18.9)	(3.6)		(3.5)	(3.0)
Amortization of transition obligation	0.4	0.7	0.7	-		-	-
Amortization of prior-service cost	1.4	1.7	1.8	(0.1)		(0.2)	(0.1)
Amortization of net loss (gain)	0.1	(0.4)	(0.3)	(3.8)		(3.0)	(2.7)
Net periodic benefit cost	9.2	7.7	8.7	(2.3)		(1.2)	0.3
Curtailment loss (gain)	1.5	2.2	-	(0.9)		(1.4)	-
Net periodic benefit cost after curtailment	$ 10.7	$  9.9	$  8.7	$ (3.2)		$ (2.6)	$  0.3

     In 2000, the curtailment gains and losses are related to the restructuring actions taken in 1999 and 2000. In 1999, the curtailment was related to the divestiture of the sunglass business.

     Key assumptions used to measure benefit obligations in the company's benefit plans are shown in the following table:

	2000	1999
Weighted Average Assumptions
Discount rate	7.3%	7.2%
Expected return on plan assets	9.2%	9.2%
Rate of compensation increase	4.8%	4.6%

Bausch & Lomb   A31   2001 Proxy Statement

     For amounts pertaining to postretirement benefits, a 6.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2000 and is assumed to remain at 6.0% for all future years. To demonstrate the significance of this rate on the expense reported, a one percentage point change in the assumed health care cost trend rate would have the following effect:

	1% Increase	1% Decrease
Effect on total service and interest cost components of
net periodic postretirement health care benefit cost	$  0.5	$ (0.7)
Effect on the health care component of the accumulated
postretirement benefit obligation	$  4.9	$ (4.1)

     The costs associated with defined contribution plans totaled $14.0, $12.5 and $12.0 for 2000, 1999 and 1998, respectively.

13.  MINORITY INTEREST

In 1993, four wholly-owned subsidiaries of the company contributed operating and financial assets to a limited partnership for an aggregate 72% in general and limited partnership interests. The partnership is a separate legal entity from the company which owns and manages a portfolio of assets. Those assets included portions of the company's former biomedical operations and certain assets used for the manufacture and sale of RGP contact lenses and RGP lens care products. In 1999, the partnership was restructured and no longer includes assets of these businesses. Partnership assets continue to include cash and cash equivalents, a long-term note and floating-rate demand notes from consolidated subsidiaries of the company. For the company's consolidated financial statements, the long-term note and the floating-rate demand notes are eliminated while the outside investor's interest in the partnership is recorded as minority interest.

     In 1999, the original outside investor sold its interest in the partnership and was replaced by an investment banking firm. At December 30, 2000 and December 25, 1999 the outside partner held a 22% and 24% interest respectively. The outside investor's limited partnership interest in the partnership has been recorded as minority interest totaling $200.0 at both December 30, 2000 and December 25, 1999.

14.  FINANCIAL INSTRUMENTS

The carrying amount of cash, cash equivalents and notes payable approximated fair value because maturities are less than one year in duration. Certain current portion of long-term investments are classified as available for sale securities and recorded at market value with the unrealized gain included in other comprehensive income. The company's remaining financial instruments consisted of the following:

	December 30, 2000			December 25, 1999
	Carrying Value	Fair Value	Carrying Value		Fair Value
Nonderivatives
Other investments	$   86.6	$   8.6	$ 173.8		$ 173.8
Long-term debt, including current portion	(965.7)	(881.9)	(978.0)		(922.6)
Derivatives held for purposes other than trading
Foreign exchange instruments
Other current assets	$    9.4		$  14.2
Accrued liabilities	(9.4)		(10.4)
Net foreign exchange instruments	$      -	$  (0.6)	$   3.8		$   1.8
Interest rate instruments
Other current assets	$    2.1		$  54.2
Accrued liabilities	(3.6)		(13.0)
Net interest rate instruments	$   (1.5)	$  (2.1)	$  41.2		$  40.7

     Fair value of other investments was determined based on contract terms and an evaluation of expected cash flows and investment risk. Fair value for long-term debt was estimated using either quoted market prices for the same or similar issues or the current rates offered to the company for debt with similar maturities. The fair value for foreign exchange and interest rate instruments was determined using a model that estimates fair value at market rates, or was based upon quoted market prices for similar instruments with similar maturities.

Bausch & Lomb   A32   2001 Proxy Statement

     The company, as a result of its global operating and financing activities, is exposed to changes in interest rates and foreign currency exchange rates that may adversely affect its results of operations and financial position. In seeking to minimize the risks and/or costs associated with such activities, the company manages exposures to changes in interest rates and foreign currency exchange rates by entering into derivative contracts. The company does not generally use financial instruments for trading or other speculative purposes, nor does it use leveraged financial instruments.
     The company enters into foreign exchange forward contracts primarily to hedge foreign currency transactions and equity investments in non-U.S. subsidiaries. At December 30, 2000 and December 25, 1999, the company hedged aggregate exposures of $1,291.8 and $874.6, respectively, by entering into forward exchange contracts requiring the purchase and sale of U.S. and foreign currencies. The company selectively hedges firm commitments that represent both a right and an obligation, mainly for committed purchase orders for foreign-sourced inventory. In general, the forward exchange contracts have varying maturities up to, but not exceeding, one year with cash settlements made at maturity based upon rates agreed to at contract inception.
     The company's exposure to changes in interest rates results from investing and borrowing activities. The company may enter into interest rate swap and cap agreements to effectively limit exposure to interest rate movements within the parameters of its interest rate hedging policy. At December 30, 2000 and December 25, 1999, the company was party to swap contracts that had aggregate notional amounts of $150.0 and $295.4, respectively. At year end 2000 and 1999, the company had an outstanding interest rate cap with a notional amount of NLG 15.5 million that protects the company from exposures to rising NLG interest rates.
     Counterparties to the financial instruments discussed above expose the company to credit risks to the extent of non-performance. The credit ratings of the counterparties, which consist of a diversified group of major financial institutions, are regularly monitored and thus credit loss arising from counterparty non-performance is not anticipated.

15.  STOCK COMPENSATION PLANS

The company sponsors several stock-based compensation plans, all of which are accounted for under the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, as amended. Accordingly, given the fixed nature of the equity instruments granted under such plans, no compensation cost has been recognized for the company's stock option plans or its employee stock purchase plan. Had compensation expense for the company's fixed options been determined consistent with SFAS No. 123, Accounting for Stock-Based Compensation, the company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:

	Net Income		Basic Earnings Per Share			Diluted Earnings Per Share
	As Reported	Pro Forma		As Reported	Pro Forma		As Reported	Pro Forma
2000	$  83.4	$  70.0		$ 1.54	$ 1.29		$ 1.52	$ 1.28
1999	444.8	433.9		7.76	7.57		7.59	7.40
1998	25.2	16.5		0.45	0.30		0.45	0.29

     The total number of shares available for grant in each calendar year, excluding incentive stock options, shall be no greater than three percent of the total number of outstanding shares of Common stock as of the first day of each such year. No more than six million shares are available for granting purposes as incentive stock options under the company's current plan. As of December 30, 2000, 2.4 million shares remain available for such grants.
     The company adopted a stock incentive plan for non-officers effective January 22, 2001. The number of shares available for grant each year shall be no greater than two percent of the total number of outstanding shares of Common stock as of the first day of each such year. Options and awards under this plan may be granted only to employees of the company or any subsidiary corporation of the company who are neither officers nor directors of the company.

STOCK OPTIONS

The company issues stock options which vest ratably over three years and expire ten years from the grant date. Vesting is contingent upon continued employment with the company.
     For purposes of this disclosure, the fair value of each fixed option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants outstanding in 2000, 1999 and 1998:

	2000	1999	1998
Risk-free interest rate	5.13%	6.22%	4.69%
Dividend yield	1.84%	1.96%	2.48%
Volatility factor	46.87%	31.06%	25.67%
Weighted average expected life (years)	3	3	4

Bausch & Lomb   A33   2001 Proxy Statement

     The weighted average value of options granted was $19.52, $18.11 and $10.93, in 2000, 1999 and 1998, respectively. A summary of the status of the company's fixed stock option plans at year-end 2000, 1999 and 1998 is presented below:

	2000		1999		1998
	Number Of Shares (000s)	Weighted Average Exercise Price (Per Share)	Number Of Shares (000s)	Weighted Average Exercise Price (Per Share)	Number Of Shares (000s)	Weighted Average Exercise Price (Per Share)
Outstanding at beginning of year	4,378	$51.69	5,050	$43.98	5,186	$41.00
Granted	1,465	59.13	1,185	72.85	1,400	50.64
Exercised	(612)	41.56	(1,444)	42.97	(1,265)	39.45
Forfeited	(265)	59.90	(413)	48.66	(271)	41.48
Outstanding at year end	4,966	$54.69	4,378	$51.69	5,050	$43.98
Options exercisable at year end	2,751		2,451		2,735

     The following represents additional information about fixed stock options outstanding at December 30, 2000:

	Options Outstanding			Options Exercisable
Range of Exercise Prices Per Share	Number Outstanding (000s)	Weighted Average Remaining Contractural Life (Years)	Weighted Average Exercise Price (Per Share)	Number Exercisable (000s)	Weighted Average Exercise Price (Per Share)
$26.00 to 40.49	675	5.6	$36.48	609	$36.29
40.50 to 45.49	878	5.5	42.25	869	42.22
45.50 to 55.49	1,099	6.0	50.08	838	49.81
55.50 to 65.49	1,274	9.6	61.97	5	62.71
65.50 to 75.00	1,040	8.3	72.97	430	72.97
	4,966	7.3	$54.69	2,751	$48.06

Stock Awards

The company issues restricted stock awards to directors, officers and other key personnel. These awards have vesting periods up to three years with vesting criteria based upon the attainment of certain Economic Value Added (EVA) targets and continued employment until applicable vesting dates. The company defines EVA as net operating profit after tax less a capital charge calculated as average capital employed multiplied by the company's cost of capital. EVA is not the same as, nor is it intended to be, a measure of operating performance in accordance with generally accepted accounting principles.
     Compensation expense is recorded based on applicable vesting criteria and, for those awards with performance goals, as such goals are met. In 2000, 1999 and 1998, 143,585, 90,050 and 259,905 of such awards were granted at weighted average market values of $55.12, $63.41 and $46.14 per share, respectively. The compensation expense relating to stock awards in 2000, 1999 and 1998 was $0.3, $8.0 and $10.6, respectively.

16.  OTHER MATTERS

On January 27, 2000, the company announced that it had settled a lawsuit with Alcon Laboratories, Inc. (Alcon). The settlement relates to a patent infringement case that the company filed against Alcon in October 1994 for a patent related to enzymatic cleaning of contact lenses. Under the terms of the settlement agreement, Alcon made an up-front payment to the company of $25 to resolve all issues relative to the company's claims filed against them. The amount was recorded as other non-operating income in the first quarter of 2000. Additionally, Alcon will pay to the company a royalty stream over the next eight years.
     During 2000 the company announced that it had settled a class action lawsuit before the New York Supreme Court alleging that the company misled consumers in the marketing and sale of Sensitive Eyes Rewetting Drops, Boston Rewetting Drops, ReNu Rewetting Drops and Bausch & Lomb Eyewash (the "Products"). Under the terms of the settlement, the company agreed to make certain changes to the labels and packaging of the Products, advise eye care professionals of any chemical identicality of the Products with certain other Products, detail the FDA's safety concerns and requirements pertaining to the sale and marketing of the Products and include coupons in product packaging.
     The company believes its previous marketing of the Products was appropriate, but has settled in order to avoid the expense and burden of additional litigation. The company is engaged in various lawsuits, claims, investigations and proceedings including patent, commercial and environmental matters that are in the ordinary course of business. The company cannot at this time estimate with any certainty the impact of these matters on its financial position.

Bausch & Lomb   A34   2001 Proxy Statement

17.  SUBSEQUENT EVENT

In February 2001, the company reached a settlement agreement in connection with an action pending in the United States District Court for the Middle District of Florida filed in June 1994 by the Florida Attorney General. The litigation subsequently included claims by the attorneys general for 31 other states and a nationwide class of consumers claiming that the company's long-standing policy of selling contact lenses only to licensed professionals was adopted in conspiracy with others to eliminate alternative channels of trade. In settling these matters, the company has admitted no liability. The settlement expense is reflected as a $15 charge recorded in the fourth quarter of 2000.

18.  QUARTERLY RESULTS, STOCK PRICES AND SELECTED FINANCIAL DATA

Quarterly Results (unaudited)

The following table presents reported net sales, gross profit (net sales less cost of products sold), net income and earnings per share for each quarter during the past two years. Net sales and gross profit are from continuing operations and are reported on the same basis as amounts in the accompanying Statements of Income on page A13.

				Earnings Per Share
	Net Sales1	Gross Profit	Net Income		Basic	Diluted
2000
First	$  408.9	$  226.7	$ 39.12		$ 0.692	$ 0.682
Second	455.2	270.4	34.63		0.653	0.643
Third	443.2	262.6	14.74, 5		0.284,5	0.274, 5
Fourth	465.1	265.8	(5.0)6, 7		(0.09)6, 7	(0.09)6, 7
	$1,772.4	$1,025.5	$ 83.4		$ 1.54	$ 1.52
1999
First	$  391.6	$  227.4	$ 22.4		$ 0.39	$ 0.39
Second	455.4	275.9	173.48		3.038	2.948
Third	448.6	270.0	231.89		4.039	3.949
Fourth	468.7	276.5	17.210		0.3010	0.2910
	$1,764.3	$1,049.8	$444.8		$ 7.76	$ 7.59

1    1999 results have been restated to include shipping and handling cost billed to customers as revenue.

2    Includes $25 which represents proceeds from a patent litigation settlement with Alcon Laboratories.

3    Includes a charge of $8.4 related to a failed acquisition attempt and settlement of litigation.

4    Includes a non-cash charge to purchased R&D expense of $23.8 related to the purchase of Groupe Chauvin.

5    Includes the partial reversal of 1999 restructuring reserves totaling $3.5 before taxes offset by an addition to 1999 restructuring reserves totaling $1.4 before taxes.

6    Includes restructuring charges and asset write-offs of $42.7 before taxes related to the implementation of the company's new organizational structure, offset by the partial reversal of 1999 restructuring reserves totaling $6.9 before taxes.

7    Includes a charge of $15 related to the settlement of litigation.

8    Includes the after-tax gain on sale of the sunglass business of $126.3.

9    Includes the after-tax gain on sale of the biomedical and the hearing aid businesses totaling $181.8.

10   Includes after-tax restructuring charges that reduced net income by $34.2.

Quarterly Stock Prices (unaudited)

The company's Common stock is listed on the New York Stock Exchange and is traded under the symbol BOL. There were approximately 6,700 and 7,000 Common shareholders of record at year-end 2000 and 1999, respectively. The following table shows the price range of the Common stock for each quarter for the past two years:

	2000 Price Per Share		1999 Price Per Share
	High	Low	High	Low
First	$ 73 1/8	$ 49 3/8	$ 67 1/2	$ 55 3/8
Second	77 1/16	48	84 3/4	60 1/4
Third	80 7/8	33 9/16	79 3/16	60 13/16
Fourth	45 15/16	34 5/8	71 1/4	51 3/8

Bausch & Lomb   A35   2001 Proxy Statement

SELECTED FINANCIAL DATA (UNAUDITED)
Dollar Amounts In Millions - Except Per Share Data

	2000	1999	1998	1997	1996	1995
Results For The Year
Net sales1,2	$1,772.4	$1,764.3	$1,604.5	$1,112.6	$1,070.2	$1,006.5
Income from Continuing Operations1	82.0	102.7	55.6	62.0	63.5	45.9
Net Income	83.4	444.8	25.2	49.4	83.1	112.0
Continuing Operations -
Basic earnings per share1	1.51	1.79	1.00	1.12	1.13	0.80
Net Income - Basic earnings per share	1.54	7.76	0.45	0.89	1.48	1.94
Continuing Operations -
Diluted earnings per share1	1.49	1.75	0.99	1.12	1.12	0.79
Net Income - Diluted earnings per share	1.52	7.59	0.45	0.89	1.47	1.93
Dividends per share	1.04	1.04	1.04	1.04	1.04	1.01
Year End Position
Working capital	$  837.0	$1,190.7	$  774.4	$  202.9	$   18.5
Total assets	3,085.9	3,273.5	3,491.7	2,772.9	2,603.4	2,550.1
Short-term debt	235.2	46.9	191.5	343.8	482.1	383.5
Long-term debt	763.1	977.0	1,281.3	510.8	236.3	191.0
Shareholders' equity	1,039.4	1,234.0	845.0	818.4	881.9	929.3
Other Ratios And Statistics
Return on sales for continuing operations	4.6%	5.8%	3.5%	5.6%	6.0%	4.6%
Return on average shareholders' equity	7.9%	43.3%	3.1%	5.9%	9.2%	11.9%
Return on invested capital	6.1%	21.7%	3.8%	5.0%	7.2%	9.3%
Return on average total assets	2.3%	13.1%	0.7%	1.8%	3.1%	4.5%
Effective income tax rate for
Continuing operations	40.8%	36.0%	35.2%	38.1%	38.7%	36.5%
Current ratio	2.0	2.9	2.0	1.2	1.0	1.1
Total debt to shareholders' equity	96.0%	83.0%	174.3%	104.4%	81.5%	61.8%
Total debt to capital	49.0%	45.3%	63.5%	51.1%	44.9%	38.2%
Capital expenditures	$   95.0	$  155.9	$  201.5	$  126.1	$  130.3	$   95.5

1    Amounts have been modified, as necessary, to reflect the divestitures described in Note 3 - Discontinued Operations.

2    Amounts have been modified to reflect reclassification of shipping and handling costs. (Original amounts reported were: 1999, $1,756.1; 1998, $1,597.5; 1997, $1,108.7; 1996, $1,066.6; 1995, $1,003.2).

Bausch & Lomb   A36   2001 Proxy Statement

Report Of Management

The preceding financial statements of Bausch & Lomb Incorporated were prepared by the company's management, which is responsible for their reliability and objectivity. The statements have been prepared in conformity with generally accepted accounting principles and, as such, include amounts based on informed estimates and judgments of management with consideration given to materiality. Financial information elsewhere in this annual report is consistent with that in the financial statements.
     Management is further responsible for maintaining a system of internal controls to provide reasonable assurance that Bausch & Lomb's books and records reflect the transactions of the company; that assets are safeguarded; and that management's established policies and procedures are followed. Management systematically reviews and modifies the system of internal controls to improve its effectiveness. The internal control system is augmented by the communication of accounting and business policies throughout the company; the careful selection, training and development of qualified personnel; the delegation of authority and establishment of responsibilities; and a comprehensive program of internal audit.
     Independent accountants are engaged to audit the financial statements of the company and issue a report thereon. They have informed management and the audit committee of the board of directors that their audits were conducted in accordance with generally accepted auditing standards, which require a review and evaluation of internal controls to determine the nature, timing and extent of audit testing.
     The recommendations of the internal auditors and independent accountants are reviewed by management. Control procedures have been implemented or revised as appropriate to respond to these recommendations. In management's opinion, as of December 30, 2000, the internal control system was functioning effectively and accomplished the objectives discussed herein.

/s/ William M. Carpenter	/s/ Stephen C. McCluski
William M. Carpenter Chairman and Chief Executive Officer	Stephen C. McCluski Senior Vice President and Chief Financial Officer

Report Of The Audit Committee

The audit committee of the board of directors, which held three meetings during 2000, is comprised of four outside directors. The chair of the committee is William H. Waltrip. The other members are Domenico De Sole, Jonathan Linen and Ruth R. McMullin.
     The audit committee meets with the independent accountants, management and the internal auditors to provide reasonable assurance that management fulfills its responsibilities in the preparation of the financial statements and in the maintenance of an effective system of internal controls. The audit committee reviews the performance and fees of the independent accountants, recommends their appointment and meets with them and the internal auditors, with and without management present, to discuss the scope and results of their audit work. Both the independent accountants and the internal auditors have full access to the audit committee.

/s/ William H. Waltrip

William H. Waltrip
Chair, Audit Committee

Bausch & Lomb   A37   2001 Proxy Statement

Report Of Independent Accountants

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF BAUSCH & LOMB INCORPORATED:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, cash flows and changes in shareholders' equity present fairly, in all material respects, the financial position of Bausch & Lomb Incorporated and its subsidiaries at December 30, 2000 and December 25, 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 30, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Rochester, New York

January 23, 2001, except as to Note 17 - Subsequent Event, which is as of February 20, 2001.

Bausch & Lomb   A38   2001 Proxy Statement

Charter of the

Audit Committee of

Bausch & Lomb Incorporated

AS APPROVED BY THE BOARD OF DIRECTORS MAY 2, 2000

RESOLVED: That in accordance with Article III, Section 2 of the By-Laws of the Company, an Audit Committee of the Board of Directors has been established to consist of not less than three members of the Board who are not Officers of the Company. The Committee was established by resolution of the Board dated August 20, 1974, as amended February 24, 1982 and January 25, 1994, to have oversight responsibility to assist the Board in fulfilling its responsibilities relating to the Company's financial reporting standards and practices. Said oversight responsibility is hereby amended to read in its entirety as follows:

I.   PURPOSE OF THE AUDIT COMMITTEE

The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Audit Committee's primary purposes are:

     (1)  monitoring

          (a)  the integrity of the financial statements of the Company;

          (b)  the compliance by the Company with legal and regulatory requirements;

          (c)  the independence and performance of the Company's internal auditors and independent accountants; and

     (2)  providing an avenue of communication among the independent accountants, management, Corporate Audit Services and the           Board of Directors.

The primary function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements. Management and Corporate Audit Services are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent accountants, working with Corporate Audit Services, are responsible for planning and carrying out proper audits and reviews, including reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, accountants or auditors by profession or necessarily experts in the fields of accounting reviews or procedures. Each member of the Audit Committee shall be entitled to rely reasonably on (i) the integrity of those persons and organizations within and outside the Company from whom it receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations, absent actual knowledge to the contrary.

II. COMPOSITION AND MEETINGS OF THE AUDIT COMMITTEE

The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange. The members of the Audit Committee shall be appointed by the Board on the recommendation of the Committee on Directors.

The Committee shall meet three to five times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management, the director of Corporate Audit Services, the independent accountants, and as a committee to discuss any matters that the Committee or each of these groups believe should be discussed.

Bausch & Lomb   B1   2001 Proxy Statement

III. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE

The Audit Committee shall:

1.	Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
2.	Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls, including computerized information system controls and security, that could significantly affect the Company's financial statements.
3.	Review an analysis prepared by management and the independent accountants of significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements.
4.	Meet periodically with management to review (a) the Company's major financial risk exposures, (b) applicable reports to management from Corporate Audit Services regarding these exposures, and (c) the steps management has taken in an effort to monitor and control such exposures.
5.	Review major changes to the Company's auditing and accounting principles and practices as suggested by the independent accountants, Corporate Audit Services or management.
6.	Recommend to the Board the appointment of the independent accountants, which firm is ultimately accountable to the Audit Committee and the Board.
7.	Review with management the scope of non-audit services performed or to be performed by the independent accountants, as well as the fees for audit and non-audit services, in accordance with the Company's policy.
8.	Receive periodic reports from the independent accountants regarding their independence, discuss such reports with the independent accountants, and if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the independent accountants.
9.	Evaluate together with the Board the performance of the independent accountants and, if so determined by the Audit Committee, recommend that the Board replace the independent accountants.
10.	Review the appointment and replacement of the director of Corporate Audit Services.
11.	Meet with the independent accountants prior to the audit to review the planning and staffing of the audit.
12.	Discuss with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit (to include, among others, changes in significant accounting policies, accounting for unusual transactions, significant audit adjustments and disagreements with management over accounting principles, estimates or disclosures).
13.	Review with the independent accountants any problems or difficulties they may have encountered and any management letter provided by the independent accountants and the Company's response to that letter. Such review should include: (a)  Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information. (b)  Any changes required in the planned scope of the internal audit. (c)  Corporate Audit Services responsibilities, budget and staffing.
14.	Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement, as well as a letter for inclusion in the Company's annual report to shareholders, describing the Audit Committee's composition and responsibilities, and how such responsibilities were discharged.
15.	Review with the Company's General Counsel, and other members of management, as appropriate, the Company's program for monitoring and assessing compliance with laws and Company policy.
16.	Meet at least annually with the chief financial officer, the Company's director of Corporate Audit Services and the independent accountants in separate executive sessions.

Bausch & Lomb   B2   2001 Proxy Statement

The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent accountants to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

RESOLVED: That the Resolution relating to the authority of this Committee dated January 25, 1994, as well as any other previous Resolutions relating to the authority of this Committee, are rescinded concurrently herewith.

Bausch & Lomb   B3   2001 Proxy Statement

[RECYCLED LOGO]

(c) 2001 Bausch & Lomb Incorporated

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.

Please mark
your votes as /X/
indicated in
this example

1. Election of Directors.

FOR all nominees
listed below
(except as marked
to the contrary)
     /  /

WITHHOLD
AUTHORITY
to vote for all nominees
listed below
     /  /

Nominees: 01 Domenico De Sole, 02 Kenneth L Wolfe
(Instruction: To withhold authority to vote for any one
or more individual nominee(s), write that nominee(s)
name on the space provided below.)

2. Ratification of PricewaterhouseCoopers
LLP as independent accountants for 2001.

     FOR          AGAINST          ABSTAIN
      /  /               /  /                    /  /

3. With authority to vote in their discretion with respect
to any matter properly brought before the annual
meeting.

IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE "ATTEND MEETING" BOX BELOW.

MARK HERE IF YOU   /  /
PLAN TO ATTEND
THE MEETING MARK HERE FOR   /  /
ADDRESS CHANGE
AND NOTE BELOW

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS. PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE. IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED "FOR" ITEMS 1 AND 2.

Signature	Date
Signature	Date

NOTE: Please sign as name appears on this proxy. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

_________________________________________

FOLD AND DETACH HERE

VOTE BY TELEPHONE
QUICK     EASY     IMMEDIATE
YOUR VOTE IS IMPORTANT! - YOU CAN VOTE IN ONE OF TWO WAYS:
1. TO VOTE BY PHONE: Call toll-free 1 - 8 0 0 - 8 4 0 - 1 2 0 8 on a touch tone telephone 24 hours a day-7days a week
There is NO CHARGE to you for this call. Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form
OPTION 1: To vote as the Board of Directors recommends on ALL proposals, press 1
When asked, please confirm by Pressing 1.
OPTION 2: If you choose to vote on each Proposal separately, press 0. You will hear these instructions:
Proposal 1 - To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press 9
To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and listen to the instructions
Proposal 2 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by Pressing 1.
The instructions are the same for all remaining proposals.

or

2. TO VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in the enclosed envelope.
NOTE: If you vote by telephone, THERE IS NO NEED TO MAIL BACK your Proxy Card.

THANK YOU FOR VOTING.

[BAUSCH & LOMB LOGO]

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, May 1, 2001

10:30 a.m.
Strong Memorial Medical Center Complex
School of Medicine and Dentistry
at
The Center for Biomedical Learning Conference Center

601 Elmwood Avenue
(corner of Lattimore Road and Elmwood Avenue)
Rochester, New York 14642-0001

Limited parking is available. Overflow parking will be directed to an adjacent parking lot with shuttle bus service.

PROXY

BAUSCH & LOMB INCORPORATED

The undersigned hereby appoints W.M. Carpenter, S.C. McCluski
and R.B. Stiles, or any one or all of them, with full power of
substitution, attorneys and proxies to represent the
undersigned at the annual meeting of shareholders of Bausch &
Lomb Incorporated to be held on May 1, 2001, and at any
adjournment thereof, with all the power which the undersigned
would possess if personally present and to vote, as specified
on the reverse side, all shares of stock which the undersigned
may be entitled to vote at said meeting.

SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE

FOLD AND DETACH HERE

YOUR VOTE IS IMPORTANT!

You can vote without attending the meeting in one of two ways:

1. Call toll free 1-800-840-1208 on a Touch Tone telephone and follow the instructions on the reverse side.

or

2. Mark, sign and date your proxy/voting card and return it promptly in the enclosed envelope.

PLEASE VOTE

EX-21

Bausch & Lomb Incorporated

Exhibit 21

Subsidiaries

(as of December 30, 2000)

	Jurisdiction Under
Name	Which Organized
Bausch & Lomb Argentina S.R.L.	Argentina
Bausch & Lomb AG	Switzerland
Bausch & Lomb (Australia) Pty. Limited	Australia
Bausch & Lomb (Bermuda) Finance
Company, Ltd.	Bermuda
Bausch & Lomb (Bermuda) Limited	Bermuda
Bausch & Lomb B.V.	Netherlands
Bausch & Lomb B.V.B.A.	Belgium
Bausch & Lomb-Lord (BVI) Incorporated	British Virgin Islands
Bausch & Lomb Canada, Inc.	Canada
Bausch & Lomb China, Inc .	Delaware
B&L (China) Investment Group Ltd.	China
Cordelia B.V.	Netherlands
B&L CRL Inc.	Delaware
Bausch & Lomb Dist Ops S.A.	Switzerland
Bausch & Lomb Domestic Finance Corp.	Delaware
B&L Domestic Holdings Corp.	Delaware
Dr. Mann Pharma	Germany
Bausch & Lomb S.A.	Spain
Beijing Bausch & Lomb Eyecare Company, Ltd.	China
Bausch & Lomb Far East Pte.	Singapore
B&L Financial Holdings Corp.	Delaware
Bausch & Lomb Foreign Sales Corporation	Barbados
Bausch & Lomb France S.A.S.	France
BCF	France
Bausch & Lomb Fribourg SA	Switzerland
Bausch & Lomb GmbH	Austria
Bausch & Lomb Holdings B.V.	Netherlands
Bausch & Lomb (Hong Kong) Limited	Hong Kong
Bausch & Lomb-Lord, Co. (Hong Kong) Limited	Hong Kong
Bausch & Lomb Eyecare (India) Private Limited	India
BL Industria Otica Ltda.	Brazil
Bausch & Lomb International, Inc.	New York
Bausch & Lomb InVision Institute, Inc.	Massachusetts
Iolab Corporation	California
Bausch & Lomb Ireland	Ireland
Bausch & Lomb IOM S.p.A.	Italy
B.L.J. Company Limited	Japan
Bausch & Lomb Korea, Ltd.	Korea
Bausch & Lomb Lamex, Inc.	Delaware
Madden & Layman, Ltd.	England
Bausch & Lomb (Malaysia) Sdn. Bhd.	Malaysia
Bausch & Lomb Mexico, S.A. de C.V.	Mexico
Bausch & Lomb (New Zealand) Limited	New Zealand
Bausch & Lomb Nordic AB	Sweden
Bausch & Lomb Opticare, Inc.	New York
Bausch & Lomb Pharmaceuticals, Inc.	Delaware
Bausch & Lomb (Philippines), Inc.	Philippines
Polymer Technology Corporation	New York
Polymer Technology (U.S.A.) Corporation	Delaware
P. T. Bausch & Lomb Indonesia (Distributing)	Indonesia
P. T. Bausch & Lomb Manufacturing	Indonesia
Bausch & Lomb Puerto Rico, Inc.	Delaware
Bausch & Lomb Realty Corporation	New York
RHC Holdings, Inc.	Delaware
Bausch & Lomb Services Corp.	New York
Bausch & Lomb (Shanghai) Trading Company
Limited	China
Sight Pharmaceuticals Incorporated	Delaware
Sight Savers, Inc.	Delaware
Bausch & Lomb Scotland Limited	England and Wales
Bausch & Lomb (Singapore) Pte. Ltd.	Singapore
Bausch & Lomb South Africa (Pty.) Ltd.	South Africa
Bausch & Lomb South Asia, Inc.	Delaware
South Asia Management Company Sdn. Bhd.	Malaysia
B&L SPAF Inc.	Delaware
B&L VPLEX Holdings, Inc.	California
Bausch & Lomb Surgical (Asia Pacific)
Pte Ltd.	Singapore
Bausch & Lomb Surgical GmbH	Germany
Bausch & Lomb Surgical, Inc.	Delaware
Bausch & Lomb Surgical (U.K.) Limited	England and Wales
Bausch & Lomb Taiwan Limited	Taiwan
Bausch & Lomb (Thailand) Limited	Thailand
Technolas GmbH	Germany
Bausch & Lomb Turkey	Turkey
Bausch & Lomb U.K. Limited	England and Wales
Bausch & Lomb Venezuela, S.A.	Venezuela
Wilmington Management Corp.	Delaware
Windmill Investments N.V.	Netherlands Antilles
Windmill Investors Ltd.	Netherlands Antilles
Windvest I N.V.	Netherlands Antilles
Bausch & Lomb - Young Han, Inc.	Korea

EX-23

Exhibit 23

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-56066, 2-85158, 33-15439, 33-35667, 333-03611 and 333-18057) and in the Prospectuses constituting part of the Registration Statements on Forms S-3 (Nos. 33-51117 and 333-45223) of Bausch & Lomb Incorporated of our report dated January 23, 2001, except as to Note 17 - Subsequent Event, which is as of February 20, 2001 appearing in the 2001 Proxy Statement of Bausch & lomb Incorporated which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation of our above report on the Financial Statement Schedule in this Annual Report on Form 10-K.

PriceweaterhouseCoopers LLP

Rochester, New York

March __, 2001

Exhibit 23

Report of Independent Accountants on

Financial Statement Schedule

To the Board of Directors of

Bausch & Lomb Incorporated

Our audits of the consolidated financial statements referred to in our report dated January 23, 2001, except as to Note 17 - Subsequent Event, which is as of Feburary 20, 2001 appearing in the 2001 Proxy Statement of Bausch & Lomb Incorporated (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Rochester, New York

January 23, 2001

EX-24

Exhibit 24

BAUSCH & LOMB

POWER OF ATTORNEY

     The undersigned directors of Bausch & Lomb Incorporated (the "Company"), each hereby constitutes and appoints William M. Carpenter and Robert B. Stiles, or either of them, his or her respective true and lawful attorneys and agents, each with full power and authority to act as such without the other, to sign for and on behalf of the undersigned the Company's Annual Report on Form 10-K for the year ended December 30, 2000, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the related rules and regulations thereunder, and any amendment or amendments thereto, the undersigned hereby ratifying and confirming all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this instrument has been executed by the undersigned as of this 27^th day of February 2001.

/s/ Franklin E. Agnew	/s/ John R. Purcell
/s/ William M. Carpenter	/s/ Linda Johnson Rice
/s/ Domenico De Sole	/s/ Alvin W. Trivelpiece
/s/ Jonathan S. Linen	/s/ William H. Waltrip
/s/ Ruth R. McMullin	/s/ Kenneth L. Wolfe