S-4

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As filed with the Securities and Exchange Commission on November 15, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

New York
(State or other jurisdiction of
incorporation or organization) 3851
(Primary Standard Industrial
Classification Number) 16-0345235
(I.R.S. Employer
Identification No.)

One Bausch & Lomb Place
Rochester, New York 14604-2701
(585) 338-6000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)

Robert B. Stiles, Esq.
Senior Vice President and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
(585) 338-6800
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

Copies to:
Deborah McLean Quinn Nixon Peabody LLP Clinton Square Suite 1300 Rochester, New York 14604 (585) 263-1307	Edward S. Best Mayer, Brown, Rowe & Maw LLP 1900 South LaSalle Street Chicago, Illinois 60603 (312) 701-7100

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit or Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
2004 Senior Convertible Securities due 2023	$160,000,000.00	$1,278.50(2)	$204,560,000.00(2)	$25,917.75
Common stock, par value $.40	(3)	(3)	(3)	(4)

(1)

Estimated pursuant to Rule 457(f) of the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee. The price per $1,000 original principal amount the 2004 Senior Convertible Securities due 2023 is based on the average high and low prices for the Registrant's Floating Rate Convertible Senior Notes due 2023 in secondary market transactions on November 11, 2004, as reported to the Registrant.

(2)

Reduced by the exchange fee of $2.50 for each $1,000 original principal amount.

(3)

Also includes an indeterminate number of shares of our common stock that are issuable upon conversion of the notes at a conversion value in excess of the initial conversion rate of 16.2760 shares per $1,000 principal amount of notes. Pursuant to Rule 416 under the Securities Act of 1933, as amended, we are also registering an indeterminate number of shares of common stock that may be issued from time to time upon conversion of the notes in connection with a stock split, stock dividend, recapitalization, or similar event or as a result of the anti-dilution provisions of the notes.

(4)

Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of common stock issuable upon conversion of the notes because no additional consideration will be received by the registrant in connection with the exercise of the conversion privilege.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion—dated November 15, 2004

P R O S P E C T U S

BAUSCH & LOMB
INCORPORATED

OFFER TO EXCHANGE

2004 Senior Convertible Securities due 2023
and an Exchange Fee
for all our outstanding
Floating Rate Convertible Senior Notes Due 2023

Subject to the Terms and Conditions described in this Prospectus

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
DECEMBER 14, 2004 UNLESS EXTENDED OR EARLIER TERMINATED BY US.

        This Prospectus describes the offer of Bausch & Lomb Incorporated (we or us), with principal executive offices located at One Bausch & Lomb Place, Rochester, New York 14604.

The Exchange Offer

        We are offering to exchange our 2004 Senior Convertible Securities due 2023 and an exchange fee of $2.50 for each $1,000 original principal amount for all of our outstanding Floating Rate Convertible Senior Notes due 2023 upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal. We refer to this offer as the "exchange offer." We refer to our Floating Rate Convertible Senior Notes due 2023 as the "Old Notes" and to our 2004 Senior Convertible Securities due 2023 as the "New Securities." The CUSIP numbers of the Old Notes are 071707AJ2 and 071707AK9.

•

Upon our completion of the exchange offer, each $1,000 original principal amount of Old Notes that are validly tendered and not validly withdrawn will be exchanged for $1,000 original principal amount of New Securities and an exchange fee of $2.50.



•

Tenders of Old Notes may be withdrawn at any time before 5:00 p.m. on the expiration date of the exchange offer.



•

The exchange offer is subject to customary conditions, which we may waive, and to termination prior to expiration at our discretion.



•

We will not receive any proceeds from the exchange offer.



•

The exchange offer expires at 5:00 p.m., New York City time, on December 14, 2004 (the "expiration date"), unless extended.

The New Securities

        We will issue up to $160,000,000 aggregate original principal amount of our 2004 Senior Convertible Securities due 2023 in the exchange offer.

        The New Securities will bear cash interest at an annual rate equal to the six month LIBOR plus 0.50%, reset semi-annually, which is initially 2.48625%.

        Interest on the New Securities is payable semi-annually in arrears on February 1 and August 1 of each year.

        The New Securities mature on August 1, 2023, unless earlier redeemed, repurchased or converted.

        We may not redeem the New Securities before August 1, 2010. On or after that date, we may redeem all or a portion of the New Securities for cash at a redemption price of 100% of the accreted principal amount of the New Securities being redeemed, plus any accrued and unpaid interest to the redemption date.

        Holders may require us to purchase for cash all or a portion of their New Securities on August 1, 2010, August 1, 2013 and August 1, 2018. In addition, if we experience specified types of fundamental changes on or before August 1, 2023, holders may require us to purchase their New Securities for cash at a price equal to 100% of the accreted principal amount of the New Securities to be purchased plus any accrued and unpaid interest to the repurchase date.

        The New Securities are our senior obligations and rank equally with our other senior unsecured indebtedness.

        Holders may convert the New Securities into shares of our common stock at an initial conversion rate of 16.2760 shares per $1,000 principal amount of New Securities, subject to adjustment, before the close of business on August 1, 2023 only under the following circumstances:

(1)

at any time until maturity if the closing sale price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 120% of the accreted conversion price per share of common stock on such last day of the preceding calendar quarter;



(2)

during the five business day period after any ten consecutive trading day period in which the average trading price per $1,000 original principal amount of the New Securities for the ten trading day period was less than 97% of the product of the average of the closing sale price of our common stock over the same ten trading day period and the conversion rate upon conversion of $1,000 original principal amount of the New Securities, except such conversion is not available in the last three years prior to maturity;



(3)

if the New Securities have been called for redemption; or



(4)

upon the occurrence of specified corporate transactions described in this prospectus.

        The terms of the New Securities are substantially identical to the Old Notes, except for the following modifications:

•

Net Share Settlement.    The New Securities will require us to settle all conversions for a combination of cash and shares, if any. Cash paid will equal the lesser of the accreted principal amount of the New Securities and their conversion value. Shares of our common stock will be issued to the extent that the conversion value exceeds the accreted principal amount of the New Securities.



•

Adjustment to Conversion Rate upon Certain Change in Control Events.    The New Securities will provide for an increase in the conversion rate for holders who convert the New Securities

ii

upon the occurrence of certain cash takeover transactions (as defined) unless the acquirer is a public acquirer (as defined), in which case, at our option, the New Securities may instead become contingently convertible into the publicly traded common stock of the acquirer, subject to the net share settlement provisions described herein.

        Our common stock is traded on the New York Stock Exchange under the symbol "BOL." On November 12, 2004, the reported last sale price of our common stock on the New York Stock Exchange was $61.69 per share.

See "Risk Factors" for a discussion of issues that you should consider with respect to the exchange offer.

None of Bausch & Lomb Incorporated, our officers, our Board of Directors, the exchange agent, the information agent, the dealer manager or any other person is making any recommendation as to whether you should choose to exchange your Old Notes for New Securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Citigroup
Dealer Manager

November 15, 2004

iii

TABLE OF CONTENTS

	Page
SUMMARY	1
IMPORTANT NOTICE TO READERS	15
RISK FACTORS	15
FORWARD-LOOKING STATEMENTS	22
BAUSCH & LOMB INCORPORATED	22
PRICE RANGE OF COMMON STOCK; DIVIDENDS	27
RATIO OF EARNINGS TO FIXED CHARGES	27
DESCRIPTION OF THE NEW SECURITIES	28
DESCRIPTION OF CAPITAL STOCK	52
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	55
THE EXCHANGE OFFER	63
LEGAL MATTERS	69
EXPERTS	70
WHERE YOU CAN FIND MORE INFORMATION	70
DOCUMENTS INCORPORATED BY REFERENCE	70

        You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor the dealer manager has authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to exchange these securities in any jurisdiction where the exchange, offer or sale is not permitted. You should assume that the information in this prospectus is accurate as of the date appearing on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

iv

SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere or incorporated by reference in this prospectus and the information contained in documents incorporated by reference in the registration statement of which this forms a part. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information incorporated by reference, before making an investment decision.

Company Overview

        We are a world leader in the development, manufacture and marketing of eye health products. Our core businesses include soft and rigid gas permeable contact lenses and lens care products and ophthalmic surgical and pharmaceutical products. Our business was founded in 1853 and incorporated in the State of New York in 1908. Our principal executive offices are located at One Bausch & Lomb Place, Rochester, New York 14604. Our telephone number is (585) 338-6000.

        The Bausch & Lomb brand connotes 150 years of experience in improving vision. We employ approximately 11,500 people worldwide and our products are available in more than 100 countries. Our customers include licensed eye care professionals, health care products retailers, independent pharmacies, drug stores, food stores and mass merchandisers, ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors. For commercial operations, we are organized into three geographic segments: the Americas; Europe, Middle East and Africa (EMEA); and Asia. Our additional operating segments, which are managed on a global basis, are the Research, Development and Engineering organization and the Global Supply Chain Organization.

        Our strategy is to target those portions of the eye health market with strong growth potential or good profit margins or both. We believe our fundamental strengths—sound strategy, excellent technology, global infrastructure and strong brand—will permit us to take advantage of the opportunities in both mature and developing markets. See "Bausch & Lomb Incorporated."

The Exchange Offer

Purpose of the Exchange Offer	The purpose of this exchange offer is to change certain of the terms of the Old Notes. For a more detailed description of these changes, see "Material Differences Between the Old Notes and New Securities."
The Exchange Offer	We are offering to exchange $1,000 original principal amount of New Securities and an exchange fee of $2.50 for each $1,000 original principal amount of Old Notes accepted for exchange.
Conditions to Exchange Offer	The exchange offer is subject to certain customary conditions, including that the registration statement and any post-effective amendment to the registration statement covering the New Securities be effective under the Securities Act of 1933, as amended. We may terminate the exchange offer at any time prior to the expiration date at our option. See "The Exchange Offer—Conditions for Completion of the Exchange Offer." If we terminate the exchange offer any Old Notes tendered will be returned to you as soon as practicable.

1

Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on December 14, 2004 (the "expiration date") unless we extend or terminate it earlier. We may extend the expiration date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m. on the business day after the scheduled expiration date of the exchange offer.
Withdrawal of Tenders	Tenders of Old Notes may be withdrawn in writing at any time prior to 5:00 p.m., New York City time, on the expiration date.
Procedures for Exchange	To exchange for New Securities, you must tender Old Notes, together with a properly completed letter of transmittal and the other agreements and documents described in the letter of transmittal. If you own Old Notes held through a broker or other third party, or in "street name," you will need to follow the instructions in the letter of transmittal on how to instruct the record holder to tender the Old Notes on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this document. We will determine in our reasonable discretion whether any Old Notes have been validly tendered.
	Old Notes may be tendered by electronic transmission of acceptance through The Depository Trust Company's, or DTC's, Automated Tender Offer Program, or ATOP, procedures for transfer or by delivery of a signed letter of transmittal pursuant to the instructions described therein. Custodial entities that are participants in DTC must tender Old Notes through DTC's ATOP, by which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. Please carefully follow the instructions contained in this document on how to tender your securities.
	If you decide to tender Old Notes in the exchange offer, you may withdraw them at any time prior to the expiration of the exchange offer.
	If we terminate the exchange offer or if we do not accept any Old Notes for exchange, they will be returned without expense promptly after the expiration or termination of the exchange offer.
	Please see "The Exchange Offer" for instructions on how to exchange your Old Notes.
Acceptance of Old Notes	We will accept all Old Notes validly tendered and not withdrawn as of the expiration of the exchange offer and will issue the New Securities promptly after expiration of the exchange offer, upon the terms and subject to the conditions in this prospectus and the letter of transmittal, subject to the conditions to the exchange offer. We will accept Old Notes for exchange after the exchange agent has received a timely book-entry confirmation of transfer of Old Notes into the exchange agent's DTC account and a properly completed and executed letter of transmittal. Our oral or written notice of acceptance to the exchange agent will be considered our acceptance of the exchange offer.

2

Amendment of the Exchange Offer	We reserve the right not to accept any of the Old Notes tendered, and to otherwise interpret or modify the terms of this exchange offer, provided that we will comply with applicable laws that require us to extend the period during which securities may be tendered or withdrawn as a result of changes in the terms of or information relating to the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from this exchange offer. Old Notes that are validly tendered and exchanged pursuant to the exchange offer will be retired and canceled.
Fees and Expenses of the Exchange Offer	We estimate that the approximate total cost of the exchange offer, including payment of the exchange fee, assuming all of the Old Notes are exchanged for New Securities, will be approximately $1.3 million. See "The Exchange Offer—Fees and Expenses."
Taxation	We intend to take the position that the modifications to the Old Notes resulting from the exchange of Old Notes for New Securities and payment of an exchange fee will not constitute a significant modification of the Old Notes for tax purposes. Consistent with our position, the New Securities will be treated as a continuation of the Old Notes and, apart from the receipt of the exchange fee, there should be no U.S. federal income tax consequences to a holder who exchanges Old Notes for New Securities pursuant to the exchange offer. By participating in the exchange offer, each holder will be deemed to have agreed pursuant to the indenture that the exchange offer and the issuance of the New Securities for the Old Notes does not constitute a significant modification of the terms of the Old Notes. The U.S. federal income tax consequences of the exchange offer and of the ownership and disposition of the New Securities are unsettled, however, and if, contrary to our position, the exchange constitutes a significant modification, the tax consequences to you could materially differ. See "Material U.S. Federal Income Tax Considerations."
Old Notes Not Tendered	If you do not exchange your Old Notes in this exchange offer, or if your Old Notes are not accepted for exchange, you will continue to hold your Old Notes and will be entitled to all the rights and subject to all the limitations applicable to the Old Notes.
Dealer Manager	Citigroup Global Markets Inc. is the dealer manager for this exchange offer.
Exchange Agent	Citibank, N.A. is the exchange agent for this exchange offer. Its address and telephone numbers are located on the back cover of this prospectus.
Information Agent	Georgeson Shareholder Communications Inc. is the information agent for this exchange offer. Its address and telephone numbers are located on the back cover of this prospectus.

3

Questions and Answers About the Exchange Offer

        The following are some of the questions you may have as a holder of the Old Notes and the answers to those questions. You should refer to the more detailed information set forth in this prospectus for more complete information about us and the exchange offer.

Q:

Who is making the exchange offer?

A:

Bausch & Lomb Incorporated, the issuer of the Old Notes, is making the exchange offer.

Q:

Why are we making the exchange offer?

A:

The purpose of this exchange offer is to change certain terms of the Old Notes. We would prefer to pay the accreted principal amount of the debt in cash, with the balance of any amount payable upon conversion payable in our common stock, but the indenture under which the Old Notes were issued did not allow settlement in that combination. In addition, under a recent change to an interpretation of generally accepted accounting principles, we will be required to treat as currently outstanding the shares of common stock issuable upon conversion of the Old Notes, whether or not the conditions permitting the holder to convert have been met or not, thereby affecting our diluted earnings per share. To the extent that Old Notes are tendered in the exchange offer and we issue the New Securities, we will calculate our diluted earnings per common share treating the common stock which might be issuable upon the conversion of the New Securities under the treasury method. For a detailed description of these changes, see "Summary—Material Differences Between the Old Notes and New Securities."

Q:

When will the exchange offer expire?

A:

The exchange offer will expire at 5:00 p.m. New York City time, on December 14, 2004, unless extended or earlier terminated by us. We may extend the expiration date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m. on the business day after the scheduled expiration of the exchange offer.

Q:

What will you receive in the exchange offer if you tender your Old Notes and they are accepted?

A:

For each $1,000 original principal amount of Old Notes that we accept in the exchange, you will, receive $1,000 original principal amount of New Securities plus an exchange fee in the amount of $2.50. The exchange will be made upon the terms and subject to the conditions set forth in this document and the related letter of transmittal.

Q:

If the Exchange Offer is consummated but you do not tender your Old Notes, how will your rights be affected?

A:

If you do not exchange your Old Notes in this exchange offer, or if your Old Notes are not accepted for exchange, you will continue to hold your Old Notes and will be entitled to all the rights and subject to all the limitations applicable to the Old Notes.

Q:

What amount of Old Notes are we seeking in the exchange offer?

A:

We are seeking to exchange all $160,000,000 of our outstanding Old Notes.

Q:

What is the minimum amount of Old Notes required to be tendered in the exchange offer?

A:

There is no minimum—the exchange offer is not conditioned upon the valid tender of a minimum aggregate original principal amount of Old Notes.

4

Q:

Will we exchange all of the Old Notes validly tendered?

A:

Yes. We will exchange all of the Old Notes validly tendered pursuant to the terms of the exchange offer, if the exchange offer is consummated.

Q:

What are the conditions to the completion of the exchange offer?

A:

The exchange offer is subject to a limited number of conditions, some of which we may waive in our sole discretion. Most significantly, the registration statement of which this prospectus forms a part must be declared effective by the Securities and Exchange Commission and we must not have terminated or withdrawn the exchange offer, which we may do in our sole discretion. If any of these conditions are not satisfied, we will not be obligated to accept and exchange any tendered Old Notes. Prior to the expiration date of the exchange offer, we reserve the right to terminate, withdraw or amend the exchange offer in our sole discretion for any or no reason. We describe the conditions to the exchange offer in greater detail in the section titled "The Exchange Offer—Conditions for Completion of the Exchange Offer."

Q:

Who may participate in the Exchange Offer?

A:

All holders of the Old Notes may participate in the exchange offer.

Q:

Do you have to tender all of your Old Notes to participate in the exchange offer?

A:

No. You do not have to tender all of your Old Notes to participate in the exchange offer. Old Notes accepted in the exchange will be retired and cancelled.

Q:

Will the New Securities be freely tradable?

A:

Yes. The New Securities are being simultaneously registered under the Securities Act of 1933 on a registration statement of which this prospectus forms a part. The consummation of the exchange offer is contingent on the Securities and Exchange Commission declaring this registration statement effective.

Q:

Will the New Securities be listed?

A:

We have not applied and do not intend to apply for listing of the New Securities on any securities exchange.

Q:

What risks should you consider in deciding whether or not to tender your Old Notes?

A:

In deciding whether to participate in the exchange offer, you should carefully consider the discussion of risks and uncertainties affecting the exchange offer, our business, the New Securities and our common stock described in the section of this memorandum entitled "Risk Factors," and the documents incorporated by reference into this prospectus.

Q:

How do you participate in the exchange offer?

A:

In order to exchange Old Notes, you must tender the Old Notes together with a properly completed letter of transmittal and the other agreements and documents described in the letter of transmittal. If your Old Notes are held through a broker or other third party, or in "street name," you will need to follow the instructions in the letter of transmittal on how to instruct them to tender the Old Notes on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this document. We describe the procedures for participating in the exchange offer in more detail in the section titled "The Exchange Offer—Procedures for Tendering Old Notes."

5

Q:

May you withdraw your tender of Old Notes?

A:

Yes. You may withdraw any tendered Old Notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Q:

What happens if your Old Notes are not accepted in the exchange offer?

A:

If we do not accept your Old Notes for exchange for any reason, Old Notes tendered by book entry transfer into the exchange agent's account at The Depository Trust Company will be credited to your account at DTC. Any Old Notes, otherwise tendered, but not accepted for exchange, will be promptly returned to you.

Q:

If you decide to tender your Old Notes, will you have to pay any fees or commissions to us or the exchange agent?

A:

We will pay transfer taxes, if any, applicable to the exchange of Old Notes for New Securities issued to you pursuant to the exchange offer. Additionally, we will pay all other expenses related to the exchange offer, except any commissions or concessions of any broker or dealer.

Q:

How will you be taxed on the exchange of your Old Notes?

A:

Please see the section of this prospectus entitled "Material U. S. Federal Income Tax Considerations." The tax consequences to you of the exchange offer are unsettled and to some extent, will depend on your individual circumstances. You should consult your own tax advisor for a full understanding of the tax consequences of participating in the exchange offer.

Q:

Has the Board of Directors adopted a position on the exchange offer?

A:

Our Board of Directors has approved the making of the exchange offer. However, our directors do not make any recommendation as to whether you should tender Old Notes pursuant to the exchange offer. You must make the decision whether to tender Old Notes and, if so, how many Old Notes to tender.

Q:

Who can you call with questions about how to tender your Old Notes?

A:

You should direct any questions regarding procedures for tendering Old Notes to Citibank, N.A., our exchange agent. Any requests for additional copies of this prospectus, the letter of transmittal or the documents incorporated by reference in this prospectus should be directed to Georgeson Shareholder Communications Inc., our information agent. The addresses and telephone numbers for our exchange agent and our information agent are included on the back cover of this prospectus.

Q:

Where should you send your letter of transmittal and other required documents?

A:

You should send your letter of transmittal and other required documents to Citibank, N.A., our exchange agent. Its address and telephone number are included on the back cover of this prospectus.

6

Material Differences Between The Old Notes And The New Securities

        The material differences between the Old Notes and the New Securities are illustrated in the table below. The table below is qualified in its entirety by the information contained in this prospectus and the indentures and other documents governing the Old Notes and the New Securities, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. For a more detailed description of the New Securities, see "Description of the New Securities."

	Old Notes	New Securities
Securities Offered	On August 4, 2003, we issued and sold $160,000,000 aggregate original principal amount of our Floating Rate Convertible Senior Notes Due 2023. Each Old Note was issued at a price of $1,000.	Up to $160,000,000 aggregate original principal amount of New Securities, in denominations of $1,000 and integral multiples thereto, offered in exchange for equal original principal amount of Old Notes together with an exchange fee of $2.50.
Settlement Upon Conversion	Upon conversion of Old Notes, we will deliver shares of our common stock or, at our option, cash, at the conversion rate.	Upon conversion of New Securities, we will deliver for each $1,000 original principal amount of New Securities:
		•	cash (the "principal return") in an amount equal to the lesser of (a) the accreted principal amount of the New Securities being converted, and (b) the "conversion value" which is equal to (i) the applicable conversion rate, multiplied by (ii) the applicable stock price, as described in "Description of the New Securities—Conversion Rights—General;" and
		•	if the conversion value is greater than the accreted principal amount, the number of shares of our common stock (the "net shares") equal to the sum of the daily share amounts, calculated as described under "Description of the New Securities—Conversion Rights—General."

7

Adjustment to Conversion Rate in Certain Change of Control Transactions
None
We will increase the conversion rate for the New Securities converted in connection with certain change of control transactions occurring prior to July 31, 2010. The amount of the increase in the conversion rate, if any, will be based on the price paid for each share of our common stock in the transaction and the date such transaction occurs. The calculation of the increase is based on a table set forth under "Description of New Securities—Adjustment to Conversion Rate in Certain Change of Control Transactions." No adjustment to the conversion rate will be made if the price per share of common stock in the transaction is less than $40.96 (as adjusted) or more than $200 (as adjusted). If the acquirer in the change of control transaction has publicly traded securities, instead of increasing the conversion rate, we may cause the New Securities to become convertible into the common stock of the acquirer, subject to the settlement provisions described above.

The New Securities

        The following is a brief summary of certain terms of the New Securities. For a more complete description of the terms of the New Securities, see "Description of the New Securities." Capitalized terms used but not defined in this summary shall have the meanings given to such terms elsewhere in this prospectus.

Issuer	Bausch & Lomb Incorporated
Securities	$160,000,000 aggregate original principal amount of 2004 Senior Convertible Securities due 2023, to be issued in denominations of $1,000 and integral multiples of $1,000 in fully registered form, upon exchange for an equal original principal amount of our Old Notes.
Maturity	August 1, 2023, unless earlier converted, redeemed or repurchased by us.
Ranking	The New Securities are our senior obligations and rank equally with all of our other senior unsecured indebtedness.

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Cash Interest	The New Securities bear cash interest on the original principal amount from August 1, 2004, the date to which interest has been paid under the Old Notes, or the most recent date to which interest has been paid, at an annual rate equal to six-month LIBOR plus 0.50%, reset semi-annually, which is initially 2.48625%; provided that such rate will never be less than 0% per year. Cash interest will be payable semi-annually in arrears on February 1 and August 1 of each year, each an interest payment date, beginning February 1, 2005, through August 1, 2010. Cash interest will be calculated using the actual number of days in the interest period divided by 360. After August 1, 2010, we will not pay cash interest on the New Securities except as described under "Description of the New Securities—Optional Conversion to Semi-Annual Coupon New Securities upon Tax Event."
Accreted Principal Amount	Beginning August 1, 2010, the New Securities will cease bearing cash interest. Instead, from such date the original principal amount of each note will commence increasing daily by the annual rate of six-month LIBOR plus 0.50%, reset semi-annually, to produce the accreted principal amount. This yield will never be less than zero. The accreted principal amount of the New Securities will compound semi-annually, not daily. On the maturity date of the New Securities, a holder will receive the fully accreted principal amount of the New Securities on that date. The rate of accrual will be applied to the accreted principal amount per note as of the day preceding the most recent yield reset date. Yield reset dates will be February 1 and August 1 of each year, commencing on August 1, 2010. The yield will be calculated using the actual number of days elapsed between the yield reset dates divided by 360. The yield is in addition to contingent interest, if any, which is described below.
Contingent Interest	We will pay additional contingent cash interest to holders of the New Securities during any six-month period from February 1 to July 31, or August 1 to January 31, beginning with the six-month interest period commencing on August 1, 2010, if the average market price of the New Securities for the five trading days ending on the third trading day immediately preceding the first day of the applicable six-month period equals 120%, or more, of the sum of the accreted principal amount and accrued cash interest, if any, for the New Securities as of the day immediately preceding the relevant six-month period.
	The amount of contingent interest payable per note in respect of any six-month interest period will be equal to 0.30% of the average trading price of a note for the applicable five trading day reference period. The "five trading day reference period" means the five trading days ending on the third trading day immediately preceding the relevant six-month interest period. Any contingent interest will accrue and be payable February 1 and August 1. For United States federal income tax purposes, the New Securities constitute contingent payment debt.

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Optional Conversion to Semi-Annual Coupon New Securities Upon Tax Event	From and after the date of the occurrence of a tax event, as defined herein, following August 1, 2010, we will have the option to elect, in lieu of having the accreted principal amount increase, to have interest accrue and be paid in cash at the rate per year of six-month LIBOR, reset semi-annually, plus 0.50% on a restated principal amount per note equal to the accreted principal amount on such note on the date of the tax event or the date on which we exercise such option, whichever is later.
	Such interest shall be payable semi-annually on the interest payment dates of February 1 and August 1 of each year to holders of record at the close of business on the January 15 and July 15 immediately preceding the interest payment date. Interest will accrue from the most recent date to which interest, if applicable, has been paid or provided for or, if no interest has been paid, from the option exercise date. In the event that we exercise our option to pay cash interest in lieu of accreted principal amount, the redemption price, repurchase price and fundamental change payment on the New Securities will be adjusted. However, there will be no change in the holder's conversion rights. See "Description of New Securities—Optional Conversion to Semi-Annual Coupon New Securities upon Tax Event."
Conversion Rights	Holders may convert all or a portion of their New Securities prior to the stated maturity, in multiples of $1,000 original principal amount only if at least one of the conditions described below is satisfied. The initial conversion rate is 16.2760 shares of common stock per $1,000 original principal amount of New Securities, subject to adjustments as described herein. This conversion rate equates to an initial conversion price of approximately $61.44 per share of common stock. We will pay a combination of cash and, to the extent the conversion value exceeds the accreted principal amount, stock. See "Description of New Securities—Conversion Rights."
	The conversion rate may be adjusted for certain reasons, but will not be adjusted for increases in the accreted principal amount of the New Securities, accrued cash interest, contingent interest or interest payable upon the occurrence of a tax event. Upon conversion, a holder will not receive any cash payment for increases in the accreted principal amount of the New Securities, contingent interest or, subject to certain exceptions, accrued cash interest or interest payable upon the occurrence of a tax event. Instead, increases in the accreted principal amount, accrued cash interest, contingent interest or interest payable upon the occurrence of a tax event will be deemed paid in full by the conversion value received by the holder on conversion.
	New Securities may be surrendered for conversion as provided in "Description of New Securities—Conversion Rights." The ability to surrender New Securities for conversion will expire at the close of business on July 31, 2023.

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Conversion based on common stock price.    Holders may surrender New Securities for conversion at any time starting with the first day of any calendar quarter commencing after December 31, 2004, if the closing sale price (as defined herein) of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 120% of the accreted conversion price on such last day of the preceding calendar quarter. If the foregoing condition is satisfied, then the New Securities will be convertible at any time at the option of the holder, through maturity. The "accreted conversion price" as of any day will equal the accreted principal amount of the New Securities on that day, divided by the applicable conversion rate of the New Securities on that day, subject to any adjustments to the conversion rate through that day.
Conversion based on trading price of New Securities.    Holders may also surrender New Securities for the conversion value at any time prior to August 1, 2020, during the five business day period after any ten consecutive trading day period in which the average trading price per $1,000 original principal amount of the New Securities for the ten trading day period was less than 97% of the product of the average of the closing sale prices of our common stock over the same ten trading day period and the applicable conversion rate upon conversion of $1,000 original principal amount of the New Securities, except that such conversion is not available during the last three years prior to maturity of the New Securities.
Conversion upon redemption.    New Securities in integral multiples of $1,000 original principal amount called for redemption may be surrendered for conversion until the close of business on the business day prior to the redemption date.
Conversion upon occurrence of certain corporate transactions.
•	Holders may convert the New Securities in the event we are party to a change of control transaction consisting of a consolidation, merger or binding share exchange or a transfer of all or substantially all of our assets pursuant to which our common stock is converted into cash, securities or other property as set forth in the indenture. No change of control is deemed to occur if the holders of our common stock immediately prior to the transaction have, directly or indirectly, more than 50% of the voting power of the then outstanding equity of the surviving entity to vote generally in the election of directors.
•	Unless the transaction is a cash take-over transaction, the New Securities may be converted into the right to receive the amount of cash, securities or other assets the Holder would have received if the holder had converted the New Securities for the conversion value immediately prior to the effective date of the transaction. A "cash take-over transaction" is a change of control transaction where 10% or more of the consideration is payable in cash or other property other than publicly traded securities.

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	•	In addition, if we distribute to all holders of our common stock certain rights, options or warrants entitling them to purchase, for a period expiring within 60 days of the record date for determination of holders entitled to receive the distribution, common stock at less than the current market price of the common stock on the record date, or if we make a distribution to all holders of our common stock with a per share value of more than 10% of the closing sale price of our common stock on the trading day immediately preceding the declaration of such distribution, or upon the occurrence of a designated event or if we are party to certain consolidations, mergers or binding share exchanges, New Securities may be surrendered for conversion.
Adjustment to Conversion Rate in Certain Change of Control Transactions and Public Acquirer Change of Control	If a cash take-over transaction occurs on or prior to July 31, 2010, under certain circumstances we will increase the conversion rate for New Securities converted in connection with the transaction by additional shares of common stock. The number of additional shares of common stock by which the conversion rate will increase is based on the date of the transaction and the price per share of common stock in the transaction, interpolated from the table set forth in the indenture. See "Description of New Securities—Adjustment to the Conversion Rate in Certain Change of Control Transactions." Certain transactions are excluded from the definition of change of control under the indenture.
	If the acquirer in the change of control transaction has publicly traded securities, instead of increasing the conversion rate, we may cause the New Securities to become convertible into the publicly traded common stock of the acquirer, payable in cash equal to the principal return and the balance in such acquirer common stock, as described above.
	The conversion rate is also subject to adjustment upon the occurrence of other events described in the indenture and the New Securities. See "Description of the New Securities—Conversion Rate Adjustments."
Settlement on Conversion	Upon conversion of the New Securities, we will deliver for each $1,000 original principal of New Securities:
	•	cash (the "principal return") in an amount equal to the lesser of (a) the accreted principal amount of the New Securities being converted, and (b) the conversion value, which is equal to (i) the applicable conversion rate, multiplied by (ii) the applicable stock price, as described in "Description of New Securities—Conversion Rights"; and

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	•	if the conversion value is greater than the accreted principal amount, the number of shares of our common stock (the "net shares") equal to the sum of the daily share amounts for each trading day during the applicable conversion settlement reference period, calculated as described under "Description of the New Securities—Conversion Rights—General."
Redemption at Our Option	Prior to August 1, 2010, the New Securities will not be redeemable. On and after August 1, 2010, we may redeem for cash all or part of the New Securities at any time for a price equal to 100% of the accreted principal amount of the New Securities to be redeemed plus any accrued and unpaid interest to but excluding the redemption date. For more information about redemption of the New Securities at our option, see "Description of the New Securities—Redemption of New Securities at Our Option."
Repurchase at the Option of the Holder	Holders have the right to require us to purchase for cash all or a portion of their New Securities on August 1, 2010, August 1, 2013 and August 1, 2018 (each, a "purchase date"). In each case, the purchase price payable will be equal to 100% of the accreted principal amount of the New Securities to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. For more information about the purchase of New Securities by us at the option of the holder, see "Description of the New Securities—Repurchase at Option of the Holder."
Fundamental Change	If we undergo a change of control or experience the cessation of trading of our common stock, each a "fundamental change," prior to August 1, 2023, you will have the option to require us to purchase any or all of your New Securities for cash. The cash price we are required to pay is equal to 100% of the accreted principal amount of the New Securities to be purchased plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. For more information about the purchase of New Securities by us at the option of the holder following a fundamental change, see "Description of the New Securities—Repurchase at Option of Holders Upon a Fundamental Change."
Use of Proceeds	We will not receive any proceeds from the exchange of the Old Notes for the New Securities in the exchange offer.
Certain U.S. Federal Income Tax Consequences	See "Material U.S. Federal Income Tax Considerations" for a summary of the material U.S. federal income tax consequences or potential consequences that may result from the exchange of Old Notes for New Securities and from the ownership and disposition of the New Securities and common stock received upon conversion of the New Securities.

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	We will take the position that the modifications to the Old Notes resulting from the exchange of Old Notes for New Securities will not constitute a significant modification of the terms of the Old Notes for U.S. federal income tax purposes. If, consistent with our position that the exchange of Old Notes for New Securities does not constitute a significant modification of the terms of the Old Notes for U.S. federal income tax purposes, the New Securities should be treated as a continuation of the Old Notes and, there will be no U.S. federal income tax consequences to a holder who exchanges Old Notes for New Securities pursuant to the exchange offer. By participating in the exchange offer, each holder will be deemed to have agreed pursuant to the indenture governing the New Securities to treat the exchange offer as not constituting a significant modification of the terms of the Old Notes. We intend to compute and report, and pursuant to the terms of the Indenture, each holder agrees to compute accruals of original issue discount based upon a yield of 8.28% compounded semi-annually. The U.S. federal income tax consequences of the exchange of Old Notes for New Securities are unsettled, however, and if, contrary to our position, the exchange of the Old Notes for the New Securities does constitute a significant modification to the terms of the Old Notes, the U.S. federal income tax consequences to you could materially differ.
Form	The New Securities will be issued in book-entry form and are represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of a nominee of DTC. Beneficial interests in any of the New Securities will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.
Trading	We cannot guarantee the liquidity or the development of any trading market for the New Securities. We do not intend to list the New Securities for trading on any automated interdealer quotation system or national securities exchange. Our common stock is listed on the New York Stock Exchange under the symbol "BOL".

Ratio of Earnings to Fixed Changes

	Nine Months Ended		Fiscal Years Ended
	Sept 25, 2004	Sept 27, 2003	Dec 27, 2003	Dec 28, 2002	Dec 29, 2001	Dec 30, 2000	Dec 25, 1999
	(Unaudited)
Ratio of earnings to fixed charges	x 5.5	x 3.8	x 4.6	x 3.5	x 2.4	x 3.3	x 3.1

See "Ratio of Earnings to Fixed Charges."

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IMPORTANT NOTICE TO READERS

        This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or SEC. We may not make exchanges of Old Notes for New Securities and the exchange offer cannot be completed until the SEC declares the registration statement effective. You should read this prospectus and any prospectus supplements together with the information incorporated by reference in this prospectus. See "Where You Can Find More Information" for more information.

        You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from the information contained in or incorporated by reference in this prospectus. This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should not assume that information contained in this prospectus or in any document incorporated by reference is accurate as of any date other than the date of the document that contains the information, regardless of when this prospectus is delivered or when any sale of our securities occurs.

RISK FACTORS

        An investment in the New Securities involves risk. You should carefully consider the risks and uncertainties below and the other information contained or incorporated by reference herein before making a decision to invest in the New Securities. As a result of the following risks, our business, financial condition and results of operations could suffer, in which case our ability to repay the New Securities, or any Old Notes not exchanged in the exchange offer, in accordance with their terms could be diminished.

Risks Related To Our Business

•

We operate in a highly competitive environment, often competing against companies that have substantially more resources than we do. If we are unable to develop, manufacture and market products that compete effectively against our competitors' products, we could experience a material reduction in our sales.



•

If we fail to develop innovative products, fail to efficiently manufacture them, or fail to market our new products effectively, we could experience a material reduction in our sales.



•

If Medicare and other third-party payors, including managed care organizations, do not provide adequate reimbursement for our products and procedures using our products, physicians, hospitals and other health care providers may be reluctant to purchase our products, which could have a material adverse effect on our revenues and profits. Government and private sector initiatives to limit the growth of healthcare costs may result in regulation of pricing. Collective purchasing groups of health care providers also create pricing pressure on our products. All of these actions may reduce our revenue.



•

Our business is subject to many economic factors that are largely out of our control. For example, during periods of weak or uncertain economic conditions, sales of our products used in elective surgical procedures may decline as consumers may be less willing to incur these costs, thereby causing the overall number of procedures to decline. Similarly, during periods of localized disease outbreak, consumers may be less willing to enter healthcare facilities for elective procedures. If this reduction persists, sales of our equipment and disposable products used in these surgeries may decline and buyers of our equipment may be unable to make payments to us on our laser refractive surgical equipment, reducing our profitability.



•

If we fail to maintain close relationships with healthcare providers, including ophthalmologists, optometrists, opticians, hospitals, ambulatory surgical centers, corporate optometry chains and

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group purchasing organizations, purchases of our products may decline and our business, financial condition and results of operations could be materially and adversely affected.

•

A majority of our business is outside the United States and we face increased costs, market and currency fluctuations, changing regulatory requirements and other business risks, any of which may, individually or as a group, have a material adverse effect on our business and results of operations.



•

Our business and that of our competitors is dependent on proprietary technologies and the various legal protections afforded our intellectual property rights provide only limited protection against competitors gaining access to our proprietary technology and reducing our competitive position. Litigation, both to enforce our rights and to defend our use of technology against claims by others that we have infringed their rights, is costly and the results uncertain. Adverse determinations may require securing licenses, ceasing product sales, developing redesigned products or brands, or other remedies which could adversely effect our business and results of operations.



•

The research, development, testing, manufacturing and marketing of our products are subject to extensive governmental regulation in the United States and throughout our other markets. The approval process by the FDA and other regulatory agencies is lengthy and expensive and a product may never gain approval. When regulatory agencies delay product approvals or impose additional approval requirements or restrictions on products we market, we may incur substantial additional costs and experience delays or difficulties in marketing and selling these products.



•

As manufacturers and marketers of pharmaceuticals, medical devices and surgical equipment and instruments, we sell products which can pose health risks. If a manufacturing or performance problem arises, we may be required by regulatory authorities to recall or withdraw a product from the market or we may voluntarily elect to do so. We may face claims for personal injury or other product liability.



•

We use hazardous materials and must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do business.



•

If we experience a prolonged disruption in the operation of our own or one of our third party manufacturer's manufacturing facilities, whether due to technical, labor or other difficulties, or if a facility were damaged or destroyed, the disruption could materially harm our business, financial condition and operating results.



•

If we fail to attract, hire and retain qualified personnel, we may not be able to design, develop, market or sell our products or successfully manage our business.



•

Certain of our product lines are, from time to time, subject to adverse effects of one or more of the foregoing risks more than the others, although each of our products lines experiences the effects of each of the risks from time to time. For example,



•

Both of our vision care product lines, contact lens and lens care, are distributed in highly competitive markets. To successfully compete, we need frequent new product introductions and competitive pricing, which require constant innovation and efficient production, marketing and distribution. Many products are based on developing new technology. Our success in developing products is based on extensive and expensive research and development efforts, which may not result in successful products. We, and our competitors, seek to preserve the advantages of technological developments from others through legal protection of the intellectual property rights.



•

Many of our pharmaceuticals products are highly regulated and require extensive testing and approvals prior to marketing. Products we develop may not satisfy regulatory

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requirements for safety and efficacy. In addition, the testing and approval process may substantially delay, and increase the cost of, product introduction.

•

Sales of our cataract, vitreoretinal and pharmaceutical products require us to successfully maintain relationships with health care providers such as ophthalmologists, hospitals, and ambulatory surgical centers both to satisfy their needs for functionality, reliability and price. Factors outside our control such as government and private sector initiatives to limit the growth of healthcare costs have resulted in reductions in reimbursement rates for products and procedures by third party payers. This includes set reimbursements in some markets for cataract surgery and intraocular lenses. The emphasis on competition among third party payers such as Medicare, Medicaid and private health care insurers by government and private employers may adversely affect sales of our products if health care providers cannot receive adequate compensation and may create additional price pressures which could adversely affect our profits.



•

Health care providers use our refractive surgical products primarily for elective procedures which are generally not paid for or reimbursed by third party payers. Elective surgery is particularly sensitive to economic conditions; patients may be reluctant to incur the cost of an elective procedure which will not be reimbursed in a time of economic uncertainty. In addition, health care providers are less likely to invest in new equipment when procedures are reduced or may be less able to obtain financing for such purchases.

Risks Related to the New Securities and our Common Stock

We may be unable to pay the principal return upon conversion of the New Securities or repurchase the New Securities for cash on specified dates or following a fundamental change, as required by the indenture governing the New Securities.

        Upon conversion of the New Securities, we will pay in cash the principal return of the New Securities. In addition, the holders of the New Securities have the right to require us to repurchase the New Securities in cash on specified dates and upon the occurrence of a fundamental change prior to maturity. Any of our future debt agreements may contain similar provisions. We cannot assure that we would have sufficient financial resources to pay the principal return or to repurchase the New Securities at those times or the ability to arrange the necessary financing on acceptable terms. In addition, our ability to pay the principal return or to repurchase the New Securities may be limited by the terms of other agreements relating to our debt outstanding at the time. However, if we fail to pay the principal return or repurchase the New Securities as required by the indenture, the failure would constitute an event of default under the indenture governing the New Securities. Such a default may also result in the acceleration of the maturity of our then outstanding indebtedness under other indentures or agreements.

The conversion rate of the New Securities may not be adjusted for all dilutive events.

        The conversion rate of the New Securities is subject to adjustment for certain events including, among others, stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, or capital stock, or cash in excess of certain thresholds, to holders of our common stock and certain tender or exchange offers described under "Description of the New Securities—Conversion Rate Adjustments." The conversion rate will not be adjusted for other events, such as an issuance of our common stock for cash, that may adversely effect the trading price of the New Securities or our common stock. We cannot assure that events which adversely affect the value of the New Securities but do not result in an adjustment to the conversion rate will not occur.

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The number of additional shares payable on conversion in the event of a change of control which is a cash take-over transaction, as defined in the indenture, may not completely compensate you for the lost option time value of your New Securities as a result of the transaction.

        Under certain circumstances, if we undergo a change of control prior to July 31, 2010 which is a cash take-over transaction, a transaction in which holders of our common stock received 10% or more of the consideration in cash, the conversion rate will be increased by a number of additional shares. The number of additional shares is based upon the date of the transaction and the price paid for each share common stock The increase in the conversion rate is designed to compensate the holder for the lost option time value of the New Securities as a result of the cash take-over transaction, however, the increase is only an approximation of this lost value and may not completely compensate the holder for the loss. If the price paid per share of our common stock in the transaction is below $40.96 (as adjusted) or above $200 (as adjusted), the conversion rate will not be increased. In addition, if the acquirer in the cash take-over transaction has publicly traded securities, we may elect to cause the New Securities to be convertible into the publicly traded common stock of the acquirer and no additional shares will increase the conversion rate. See "Description of the New Securities—Adjustment to Conversion Rate in Certain Change of Control Transactions" and "—Public Acquirer Change of Control."

The trading prices for the New Securities will be directly affected by the trading prices of our common stock.

        The trading prices of the New Securities in the secondary market will be directly affected by the trading prices of our common stock and the overall condition of the financial and credit markets. It is impossible to predict the price of our common stock. Trading prices of our common stock will be influenced by our operating results and prospects and by economic, financial and other factors. In addition, general market conditions, including the level of, and fluctuations in, the trading prices of stocks generally, and sales of substantial amounts of common stock by us in the market after the offering of the New Securities, or the perception that such sales could occur, could affect the price of our common stock. Fluctuations in interest rates may give rise to arbitrage opportunities based upon changes in the relative value of our common stock. Any trading by arbitrageurs could, in turn, affect the trading prices of the New Securities.

We are subject to a new accounting rule that, when adopted, will result in lower earnings per share on a diluted basis.

        In September 2004, the EITF reached a final consensus on Issue 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings per Share, addressing when the dilutive effect of contingently convertible debt with a market price trigger should be included in diluted earnings per share (EPS). According to the final consensus, these securities should be treated as convertible securities and included in dilutive EPS calculations (if dilutive) regardless of whether the market price trigger has been met. The EITF agreed that the final consensus would be effective for all periods ending after December 15, 2004 and would be applied by retroactively restating previously reported EPS.

        We have followed the existing interpretation of FAS 128, which requires inclusion of the impact of the conversion of the Old Notes only when and if the conversion thresholds based on the market value of our common stock and of the Old Notes are reached. As the conversion thresholds have not been reached, we have not included the impact of the conversion of our Old Notes in our computation of diluted earnings per share through the periods ended September 25, 2004. Under the new interpretation, we will be required to treat as currently outstanding the shares of common stock issuable upon conversion of the Old Notes, whether or not the conditions permitting the holder to convert have been met, thereby affecting our diluted earnings per shares, and requiring us to restate previously reported earnings per share to reflect lower diluted earnings per share than previously reported for periods subsequent to the issuance of the Old Notes. If the exchange offer is completed

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prior to the effective date of the new rule, the restated diluted earnings per share will be calculated under the terms of the New Securities to the extent of the exchange. Based on our estimate of the impact of EITF Issue 04-8, quarterly earnings per share (starting with the third quarter 2003 when the Old Notes were issued) would decrease between $0.00 and $0.02 per quarter, with the full-year 2004 results decreasing between $0.8 and $0.10 if the exchange offer is not completed prior to the effective date of the new rule.

Changes in our credit ratings or the financial and credit markets could adversely affect the market price of the New Securities.

        The market price of the New Securities will be based on a number of factors, including:

•

our ratings with major credit rating agencies;



•

prevailing interest rates being paid by companies similar to us; and



•

the overall condition of the financial and credit markets.

        The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the price of the New Securities.

        In addition, credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate industries as a whole and may change their credit rating for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on the New Securities. A negative change in our credit ratings could have an adverse effect on the price of the New Securities.

If you hold New Securities, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

        If you hold these New Securities, you will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you will be subject to all changes affecting the common stock. You will only be entitled to rights on the common stock if and when we deliver shares of common stock to you in exchange for your New Securities and in limited cases under the anti-dilution adjustments of the New Securities. For example, in the event that an amendment is proposed to our restated certificate of incorporation or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of the common stock, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

We may issue additional shares of common stock and thereby materially and adversely affect the price of our common stock.

        We are not restricted from issuing additional common stock during the life of the New Securities and have no obligation to consider your interests for any reason. If we issue additional shares of common stock, it may materially and adversely affect the price of our common stock and, in turn, the price of the New Securities.

There is no established trading market for the New Securities and no guarantee that a market will develop or that you will be able to sell your New Securities.

        There is no established public trading market for the New Securities. The New Securities will not be listed on any securities exchange or included in any automated quotation system. We cannot assure

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you that an active trading market for the New Securities will develop or, if such market develops, that you will be able to sell your New Securities. If a trading market does not develop or is not maintained, holders of the New Securities may experience difficulty in reselling, or an inability to sell, the New Securities. If a market for the New Securities develops, any such market may be discontinued at any time. If a public trading market develops for the New Securities, future trading prices of the New Securities will depend on many factors, including, among other things, the price of our common stock, prevailing interest rates, our operating results and the market for similar securities. Depending on the price of our common stock, prevailing interest rates, the market for similar securities and other factors, including our financial condition, the New Securities may trade at a discount from their principal amount.

Risks Relating to the Exchange Offer

You should consider the U.S. federal income tax consequences of owning the New Securities

        Under the indenture governing the Old Notes, we agreed, and by acceptance of a beneficial interest in an Old Note each holder of an Old Note is deemed to have agreed, to treat the Old Notes as indebtedness for U.S. federal income tax purposes that is subject to the Treasury regulations governing contingent payment debt instruments. Similar provisions are included in the indenture governing the New Securities. Under the Treasury regulations governing contingent payment debt instruments, interest accrues on such an instrument for U.S. federal income tax purposes at the comparable yield (rather than any stated interest rate), which is the yield the issuer could have issued a nonconvertible fixed-rate debt instrument with no contingent payments, but with terms and conditions otherwise similar to the issued contingent payment debt instrument. At the time the Old Notes were issued, we determined the comparable yields to be 8.28%. Assuming that the exchange of the Old Notes for the New Securities does not constitute a significant modification of the terms of the Old Notes and therefore, the New Securities will be treated as a continuation of the Old Notes for U.S. federal income tax purposes, interest on the New Securities will accrue for U.S. federal income tax purposes at the comparable yield that we determined to accrue interest income on the New Securities on a constant yield to maturity basis at the applicable comparable yield as set forth above (subject to certain adjustments), with the result that a U.S. holder generally will recognize taxable income significantly in excess of regular interest payments received while the New Securities are outstanding.

        Additionally, you will recognize gain or loss on the sale, purchase by us at your option, exchange, conversion or redemption of a note in an amount equal to the difference between the amount realized, including the fair market value of any of our common stock received, and your adjusted basis in the New Securities. Any gain recognized by you on the sale, purchase by us at your option, exchange, conversion or redemption of a note will be treated as ordinary interest income; any such loss will be ordinary to the extent of the interest previously included in income and, thereafter, as capital loss. A discussion of the U.S. federal income tax consequences of ownership of the New Securities is contained in the prospectus under the heading "Material U.S. Federal Income Tax Considerations." Holders of the New Securities may face undesirable U.S. federal income tax consequences by owning the New Securities.

We will take the position that there is no significant modification of the Old Notes in the exchange for the New Securities and the exchange fee; however, the United States federal income tax consequences of the exchange of the Old Notes for the New Securities are unsettled.

        We intend to take the position that the modifications to the Old Notes resulting from the exchange of Old Notes for New Securities and payment of the exchange fee will not constitute a significant modification of the Old Notes for tax purposes. That position, however, is subject to uncertainty and could be challenged by the IRS. Consistent with our position, the New Securities will be treated as a continuation of the Old Notes and, apart from the receipt of the exchange fee, there will be no U.S.

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federal income tax consequences to a holder who exchanges Old Notes for New Securities pursuant to the exchange offer. The U.S. federal income tax consequences of the exchange offer are unsettled, however, and if, contrary to our position, the exchange constitutes a significant modification, the tax consequences to you could materially differ. For example, under one possible alternative characterization, a holder could be required to recognize ordinary income in an amount equal to the excess of the fair market vale of the New Securities received in the exchange over the holder's adjusted tax basis in the Old Notes (which excess is likely to be substantial in the case of a holder who purchased the Old Notes in the initial offering). See "Material U. S. Federal Income Tax Consequences—Consequences of the Exchange Offer" for more information.

        We intend to treat payment of the exchange fee as ordinary income to holders participating in the exchange offer and to report such payments to holders and the IRS for information purposes in accordance with such treatment. Therefore, the receipt of the exchange fee by a Non-U.S. Holder (as defined in "Material United States Federal Income Tax Consequences") participating in the exchange offer may be subject to U.S. federal withholding tax. See "Material U. S. Federal Income Tax Consequences—Consequences of the Exchange Offers" for more information.

If you do not exchange your Old Notes, the Old Notes you retain may become less liquid as a result of the exchange offer.

        If a significant number of Old Notes are exchanged in the exchange offer, the liquidity of the trading market for the Old Notes, if any, after the completion of the exchange offer may be substantially reduced. Any Old Notes exchanged will reduce the aggregate number of Old Notes outstanding. As a result, the Old Notes may trade at a discount to the price at which they would trade if the transactions contemplated by this prospectus were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. We cannot assure you that an active market in the Old Notes will exist or be maintained and we cannot assure you as to the prices at which the Old Notes may be traded.

Our Board of Directors has not made a recommendation with regard to whether or not you should tender your Old Notes in the exchange offer and we have not obtained a third-party determination that the exchange offer is fair to holders of the Old Notes.

        We are not making a recommendation as to whether holders of the Old Notes should exchange them. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Old Notes for purposes of negotiating the terms of the exchange offer and/or preparing a report concerning the fairness of the exchange offer. We cannot assure holders of the Old Notes that the value of the New Securities received in the exchange offer will in the future equal or exceed the value of the Old Notes tendered and we do not take a position as to whether you ought to participate in the exchange offer.

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FORWARD-LOOKING STATEMENTS

        This prospectus and the documents we incorporate by reference may contain a number of statements that involve predictions of our future performance, and are dependent on a number of factors affecting our performance. We use the words "anticipate," "should," "expect," "estimate," "project," "will," "are likely," "believe" and similar expressions to identify forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and should be relied upon only as of the date of the document in which they are contained.

        Wherever 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, those discussed under "Risk Factors" as well as:

•

the impact of competition, seasonality and general economic conditions in the contact lens and lens care, cataract, refractive and surgical and pharmaceutical markets where our businesses compete;



•

changes in global and localized economic and political conditions, effects of localized disease outbreaks, effects of war or terrorism, changing currency exchange rates;



•

changing trends in practitioner and consumer preferences and tastes;



•

changes in technology and medical developments relating to the use of our products;



•

legal proceedings initiated by or against us;



•

the impact of company performance on our financing costs;



•

changes in government regulation of our products and operations;



•

changes in private and regulatory schemes providing for the reimbursement of patient medical expenses;



•

changes in our credit ratings, or the cost of access to sources of liquidity;



•

the financial well-being and commercial success of our key customers;



•

the performance by third parties upon whom we rely for the provision of goods or services;



•

our ability to secure intellectual property protections, including patent rights, with respect to our key technologies;



•

difficulties or delays in the development, production, laboratory and clinical testing, regulatory approval or marketing of our products;



•

the continued successful implementation of our efforts to manage and reduce costs and expenses;



•

the effect of changes within our organization, including the selection and development of our management team; and



•

such other factors as are described in greater detail in our filings made from time to time with the SEC, both before and after the date of this prospectus.

BAUSCH & LOMB INCORPORATED

        Unless the context indicates otherwise, the terms "we", "our" and "ours" are used herein to refer to Bausch & Lomb Incorporated and its consolidated subsidiaries. Per share amounts in this section reflect diluted average shares outstanding for the applicable period.

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Company Overview

        We are a world leader in the development, manufacture and marketing of eye health products. Our core businesses include soft and rigid gas permeable contact lenses and lens care products and ophthalmic surgical and pharmaceutical products. Our business was founded in 1853 and incorporated in the State of New York in 1908. Our principal executive offices are located at One Bausch & Lomb Place, Rochester, New York 14604. Our telephone number is (585) 338-6000.

        The Bausch & Lomb brand connotes 150 years of experience in improving vision. We employ approximately 11,500 people worldwide and our products are available in more than 100 countries. Our customers include licensed eye care professionals, health care products retailers, independent pharmacies, drug stores, food stores and mass merchandisers, ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors. For commercial operations, we are organized into three geographic segments: the Americas; Europe, Middle East and Africa (EMEA); and Asia. Our additional operating segments, which are managed on a global basis, are the Research, Development and Engineering organization and the Global Supply Chain Organization.

        Our strategy is to target those portions of the eye health market with strong growth potential or good profit margins or both. We believe our fundamental strengths—sound strategy, excellent technology, global infrastructure and strong brand—will permit us to take advantage of the opportunities in both mature and developing markets.

Products

Contact Lenses

        Revenues from contact lenses constituted 29 percent of our total revenues in fiscal year 2003. We pioneered the development of soft contact lenses technology and in 2003 we were the third largest manufacturer of contact lenses in the world. Our product portfolio is one of the broadest in the industry and includes traditional, planned replacement disposable, daily disposable, multifocal, continuous wear and toric soft contact lenses and rigid gas permeable (RGP) materials. These products are marketed by our own sales force and through distributors to licensed eye care professionals and health product retailers. We believe our contact lenses marketed under the Bausch & Lomb®, Medalist™, Boston®, SofLens® and PureVision™ trademarks receive broad recognition from consumers and eye care professionals.

        We estimate the contact lens market to be $4.0 billion and growing in the mid-single digits annually on a global basis, with certain segments growing more quickly than others. Our strategy is to focus our development efforts in what we believe are the faster-growing sustainable market segments, while capitalizing on the breadth of our entire portfolio. Our SofLens66 Toric lens, a planned replacement lens for people with astigmatism, is the leading toric lens worldwide. The SofLens Multi-Focal lens, a cast-molded multifocal lens for people with presbyopia, is the number-one prescribed multifocal lens in the United States and Europe. The PureVision spherical (or non-toric) contact lens, our breakthrough silicone hydrogel lens for up to thirty days of wear, is gaining share outside the United States and we recently launched a toric version of the product in Europe. While we have presently discontinued the sale of the PureVision line in the United States due to adverse patent lawsuit rulings, we will launch both the spherical and toric versions of the product after the expiration of the patents in question in April 2005. In the second quarter of 2004, we launched the SofLens One Day lens in Japan under the Medalist brand name. Japan is the world's second-largest contact lens market. We are awaiting regulatory approvals and expect to launch a two-week disposable spherical (or non-specialty) lens, as well as our multi-focal and PureVision contact lenses into this important market over the next two years. Longer-term, we believe our contact lens business will grow as a result of new products—especially silicone hydrogel offerings—and further global market expansion.

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Lens Care

        Revenues from lens care products constituted 25 percent of our total revenues in fiscal year 2003. Our lens care products include multi-purpose solutions, enzyme cleaners and saline solutions. These products are marketed by our sales force and through distributors to licensed eye care professionals, health product retailers, independent pharmacies, drug stores, food stores and mass merchandisers. We believe we have developed significant consumer and eye care professional recognition of our lens care products marketed under the Bausch & Lomb, ReNu®, ReNu MultiPlus®, Sensitive Eyes® and Boston trademarks.

        We estimate the size of the global lens care market to be $1.7 billion. It is a flat to declining market and relatively mature, but very profitable and cash generative. We are the global leader in market share for lens care products. Our strategy is to outpace market trends and increase our share through continued leadership in the multi-purpose segment, the only growing category in the overall lens care market. Our flagship brand, ReNu, has the leading market position in this segment in the United States and our Boston brand of products for RGP lens care holds a commanding share of the market in the United States and is the market leader worldwide. In the third quarter of 2004, we introduced ReNu with MoistureLoc™, an all-new multi-purpose solution, in the United States and Europe. This is the first multi-purpose product with a labeling claim approved by the United States Food and Drug Administration (FDA) that it provides sustained comfort and may help improve comfort for patients experiencing contact lens dryness—one of the leading causes of dropouts. We will expand the availability of ReNu with MoistureLoc into Asian markets in 2005, as well as launch ReNu MultiPlus in Japan.

Pharmaceuticals

        Revenues from pharmaceuticals products comprised 23 percent of consolidated revenues in fiscal year 2003. Our pharmaceutical product category includes generic and branded prescription ophthalmic pharmaceuticals, ocular vitamins, over-the-counter medications, nutraceuticals and vision accessories. Pharmaceutical products are marketed by our sales force and distributed through wholesalers, independent pharmacies, drug stores, food stores, mass merchandisers and hospitals. We believe that we have developed broad consumer recognition for our pharmaceutical products marketed under the Bausch & Lomb, Dr. Mann Pharma, Chauvin, Laboratoire Chauvin, Opcon-A®, Ocuvite®, PreserVision®, Lotemax® and Alrex® trademarks.

        We estimate the ophthalmic pharmaceuticals market to be $8.4 billion worldwide, growing in the mid-to-upper single digits annually. Recently, our growth in this product category has been largely driven by our lines of ocular vitamins, especially PreserVision, a patented vitamin supplement sold over the counter, often on the recommendation of eye care professionals. The exact formulation of vitamins and minerals in PreserVision was shown in a 10-year study by the National Eye Institute to reduce the risk of blindness for patients with high risk of developing age-related macular degeneration. This formulation was introduced in several additional European and Asian markets throughout 2003 and 2004, and in the third quarter of 2004, a soft gel version of the original formula as well as a line extension replacing beta carotene with lutein were launched in the United States, with global launches to follow. Our U.S. vitamins market share is more than 70%. Our strategic focus for the pharmaceuticals category is on proprietary ophthalmic products, continued expansion of the vitamin business, and drug delivery technologies for vitreoretinal diseases. We will launch Lotemax and Alrex, our prescription eye drops incorporating loteprednol etabonate, in markets outside the United States in 2005. In addition, we are awaiting FDA approval for Zylet™, a new product combining loteprednol etabonate with tobramycin, an antibiotic, and expect to launch this product in the United States in 2005. We also anticipate an FDA approval for and U.S. launch of our Retisert™ implant to treat posterior uveitis in the United States in 2005 and in Europe in 2006.

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Cataract and Vitreoretinal

        Cataract and vitreoretinal revenues comprised 16 percent of our fiscal 2003 revenues. Cataract surgery is the most commonly performed surgical procedure in the U.S. today. Our cataract and vitreoretinal offerings include a broad line of intraocular lenses (IOLs) as well as the Millennium line of phacoemulsification equipment. Phacoemulsification is the procedure by which the patient's natural lens is extracted during cataract surgery. We also sell disposable surgical packs and instruments that are used during the procedure. Our cataract and vitreoretinal surgery products and equipment are marketed by our sales force and through distributors to ophthalmic surgeons, hospitals and ambulatory surgery centers. We believe we have developed substantial professional recognition for our products marketed under the Bausch & Lomb, SofPort™, Millennium, Hydroview, Amvisc™, Storz® and Akreos trademarks.

        We estimate the global cataract and vitreoretinal market to be $2.8 billion growing in the mid-single digits annually. In 2003 we were the third largest competitor in this market, but with the combination of two smaller competitors in 2004, we are now the fourth largest competitor in this space. Our goal in the cataract and vitreoretinal category is to improve our market share position. We believe we can do this through continued technological advances and geographic expansion for our SofPort and Akreos lines of IOLs, and increased Millennium phacoemulsification equipment placements, which should in turn lead to increased annuity sales of disposables and surgical packs.

Refractive

        Revenues from products used in refractive surgery accounted for seven percent of our 2003 revenues. Our products in this category include lasers, microkeratomes, diagnostic equipment and other products used in the LASIK (Laser Insitu Keratomileusis) surgical procedure. Our refractive surgery products are marketed by our sales force and through distributors to ophthalmic surgeons, hospitals and ambulatory surgery centers. We believe we have developed substantial professional recognition of our refractive surgery products and equipment marketed under the Hansatome™, Technolas® and Zyoptix™ trademarks.

        We estimate the global refractive surgery market to be $535 million. Our strategy is to improve our market share of LASIK procedures in the United States and to increase the number of custom LASIK procedures in markets outside the United States, which will increase our annuity stream of revenues from procedural fees and microkeratome blades. This would have the added benefit of increasing the profitability of this business, as annuity products generally carry higher operating margins than capital equipment. Our Hansatome microkeratome, the precision cutting tool to create the corneal flap, is the most widely used microkeratome today. We also manufacture and market the disposable blades that are replaced after each LASIK procedure. We will launch a next generation microkeratome with extra precision blades in 2005. In markets outside the United States, our Technolas 217z laser is the most widely used laser due to its superb outcomes and low retreatment rates. In the United States, ours was the sixth major laser introduced to the market, and our share of laser placements is considerably less. In 2003, we received FDA approval for the Zyoptix system, a product commercially available outside the U.S. since 2000 that provides personalized refractive surgery using advanced and proprietary diagnostic instruments and proprietary algorithms to create customized firing patterns for an upgraded laser. The Zyoptix system offers patients a chance for better outcomes as compared to non-customized LASIK. Our U.S. refractive business has posted significant growth since the commercial introduction of the Zyoptix system. We also launched our Technolas z100 laser in Europe and Asia during 2003. This technology enhances the Technolas 217z laser incorporating iris recognition software and a faster laser head to reduce overall procedure time and increase the accuracy of results.

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Suppliers and Customers

        We purchase the materials and components for each of our product categories from a wide variety of suppliers. We believe that the loss of any one supplier would not adversely affect our business to a significant extent.

        Our five product categories have different customer bases, from local drug stores to hospital chains to independent practitioners and combined purchase organizations for managed care organizations. No material part of our business, taken as a whole, is dependent upon a single or a few customers.

Patents and Licenses

        We actively pursue technology development and acquisition as a means to enhance our competitive position. While in the aggregate our patents are of material importance to our business 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 product category. On July 1, 2004, we, CIBA Vision Corporation (CIBA) and CIBA's parent company, Novartis AG, reached a final settlement agreement that resolves disputes between us in various patent infringement lawsuits and associated patent proceedings and discontinues those legal and patent proceedings. The parties have further agreed to cross-license rights to their silicone hydrogel contact lens technologies. We will pay CIBA a royalty on net U.S. sales of PureVision brand contact lenses until 2014 and on net sales outside the U.S. until 2016. The settlement permits us to resume sale and manufacture of PureVision brand contact lenses in the United States after April 27, 2005. PureVision brand lenses will continue to be available outside the United States under prior court decisions and other arrangements agreed to by the parties.

Seasonality and Working Capital

        Because of the nature of the products sold, we are not significantly impacted by seasonality issues. In general, the working capital requirements in each of our segments are typical of those businesses.

Competition and Markets

        We market each of our product categories throughout the world. Each category is highly competitive in both U.S. and non-U.S. markets. For all products, we compete on the basis of product performance, quality, technology, price, service, warranty and reliability.

Research and Development

        Research and development constitutes an important part of our activities. Research and development expenditures included in continuing operations totaled $150 million in 2003, as compared to $128 million in 2002 and $122 million in 2001.

Government Regulation

        Our products are subject to regulation by governmental authorities in the United States and other markets. These authorities, including the 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 resources 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. Delays in the regulatory approval process may result in delays in coming to market with new products and extra costs to satisfy regulatory requirements.

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PRICE RANGE OF COMMON STOCK; DIVIDENDS

        Our common stock trades on the New York Stock Exchange, or NYSE, under the symbol "BOL." The following table sets forth on a per share basis the high and low intra-day prices on the NYSE, based upon published financial sources for our common stock and the dividends declared on each share of common stock for the periods indicated.

        For a more detailed discussion of our common stock, see "Description of Our Common Stock."

		Common Stock Price
		High		Low		Dividend
Fiscal Year 2001
	First Quarter	$	54.93	$	35.50	$	0.26
	Second Quarter		49.63		35.70		0.26
	Third Quarter		38.45		27.56		0.26
	Fourth Quarter		37.90		27.20		0.26
Fiscal Year 2002
	First Quarter	$	44.80	$	36.35	$	0.26
	Second Quarter		42.56		32.70		0.13
	Third Quarter		34.70		27.17		0.13
	Fourth Quarter		38.29		27.80		0.13
Fiscal Year 2003
	First Quarter	$	37.00	$	29.35	$	0.13
	Second Quarter		40.74		32.11		0.13
	Third Quarter		45.74		36.05		0.13
	Fourth Quarter		52.66		43.70		0.13
Fiscal Year 2004
	First Quarter	$	61.64	$	50.70	$	0.13
	Second Quarter		66.67		57.63		0.13
	Third Quarter		69.00		57.42		0.13
	Fourth Quarter (through November 12, 2004)		69.00		57.17		0.13

        The reported last sale price of our common stock on November 12, 2004, on the NYSE was $61.69 per share. As of September 25, 2004, there were 53,150,574 shares of common stock outstanding, and 319,640 shares of our Class B stock, which are identical with the common stock with respect to dividend and liquidation rights, and vote together as a single class for all purposes.

        We customarily pay quarterly dividends on our common stock. On April 25, 2002, we announced that we were reducing our quarterly dividend per share from $0.26 to $0.13, beginning July 1, 2002.

RATIO OF EARNINGS TO FIXED CHARGES

	Nine Months Ended		Fiscal Years Ended
	Sept 25, 2004	Sept 27, 2003	Dec 27, 2003	Dec 28, 2002	Dec 29, 2001	Dec 30, 2000	Dec 25, 1999
	(Unaudited)
Ratio of earnings to fixed charges	x 5.5	x 3.8	x 4.6	x 3.5	x 2.4	x 3.3	x 3.1

For the purpose of this ratio: (i) earnings consist of income before fixed charges and income taxes, and (ii) fixed charges consist of interest and debt expense on all indebtedness (without reduction for interest capitalized) and that portion of rental payments on operating leases estimated to represent an

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interest factor. The calculation of our ratio of earnings to fixed charges is contained as Exhibit 12 to the registration statement of which this prospectus forms a part.

DESCRIPTION OF THE NEW SECURITIES

        We will issue up to $160,000,000 aggregate original principal amount of New Securities in the exchange offer and pursuant to this prospectus. The actual principal amount of New Securities to be issued will equal the principal amount of the Old Notes accepted in the exchange. We will issue the New Securities under an indenture dated September 1, 1991, as amended by Supplemental Indenture No. 1 dated May 13, 1998, Supplemental Indenture No. 2 dated July 29, 1998, Supplemental Indenture No. 3 dated November 23, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, and Supplemental Indenture No. 6, covering the New Securities (collectively, the "Indenture") between us and Citibank, N.A., as trustee. A copy of the indenture is available from us, and on the website of the Securities Exchange Commission (www.sec.gov) as an exhibit to the registration statement of which this prospectus forms a part. The following is a summary of certain provisions of the indenture does not purport to be complete. Reference should be made to the complete terms of all provisions of the indenture, including the definitions of certain terms contained therein. Certain definitions of terms used in the following summary are set forth under "Certain Definitions" below. As used in this section, the terms "we," "us" and "our" refer to Bausch & Lomb Incorporated, but not any of our subsidiaries, unless the context requires otherwise. When we refer to "common stock," we mean Bausch & Lomb Incorporated Common Stock, par value $0.40.

General

        We will issue up to $160,000,000 aggregate original principal amount of New Securities in exchange for the Old Notes in the exchange offer. The New Securities will be issued in denominations of $1,000 and integral multiples of $1,000 in fully registered form. The New Securities are exchangeable and transfers of the New Securities will be registrable without charge, but we may require payment of a sum sufficient to cover any tax or other governmental charge in connection with such exchanges or transfers.

Ranking

        The New Securities are our direct, unsecured and unsubordinated obligations. The New Securities rank equal in priority with all of our existing and future unsecured and unsubordinated indebtedness. As of September 25, 2004, we had approximately $840 million of unsecured and unsubordinated long-term indebtedness outstanding. Since the New Securities will not be guaranteed by our subsidiaries, the New Securities will be structurally subordinated to all liabilities of our subsidiaries. As of September 25, 2004, our subsidiaries had outstanding approximately $2.6 million of long-term indebtedness. The indenture contains no restrictions on the amount of additional indebtedness that we may issue under it.

Interest

        The New Securities will bear cash interest at an annual rate equal to six-month LIBOR plus 0.50%, reset semi-annually in advance; provided that such rate will never be less than 0% per year. The interest rate in effect for the initial interest period is 2.48625%. The New Securities will bear cash interest on the original principal amount as a continuation of the accrued on the Old Notes from August 1, 2004, or from the most recent date to which interest has been paid or provided for, until August 1, 2010. During such period, interest will be payable semi-annually in arrears on February 1 and August 1, commencing on February 1, 2005, to holders of record at the close of business on the January 15 and July 15 immediately preceding such interest payment date. Each payment of interest on the New Securities will include interest accrued through the day before the applicable interest payment

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date (or purchase, redemption or, in certain circumstances, conversion date, as the case may be). Any payment required to be made on any day that is not a business day will be made on the next succeeding business day.

        The interest rate for each interest period after the initial interest period will be reset semi-annually on each interest payment date, and the New Securities will bear interest at an annual rate (computed on the basis of the actual number of days elapsed over a 360-day year) equal to six-month LIBOR plus 0.50%; provided that such rate will never be less than 0% per year.

        The interest rate in effect for the New Securities on each day will be (a) if that day is an interest reset date, the interest rate determined as of the determination date (as defined below) immediately preceding such interest reset date or (b) if that day is not an interest reset date, the interest rate determined as of the determination date immediately preceding the most recent interest reset date. The interest reset dates are February 1 and August 1 of each year. The determination date will be the second London Business Day immediately preceding the applicable interest reset date.

        LIBOR will be determined by the calculation agent as of the applicable determination date in accordance with the following provisions ("six-month LIBOR"):

(a)

the rate for six-month deposits in U.S. dollars commencing on the related interest reset date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the interest determination date; or



(b)

if no rate appears on the particular interest determination date on the Moneyline Telerate Page 3750, the rate calculated by the trustee as the arithmetic mean of at least two offered quotations obtained by the trustee after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Trustee with its offered quotation for deposits in U.S. dollars for the period of six months, commencing on the related interest reset date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that interest determination date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; or



(c)

if fewer than two offered quotations referred to in clause (b) are provided as requested, the rate calculated by the trustee as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular interest determination date by three major banks in The City of New York selected by the trustee for loans in U.S. dollars to leading European banks for a period of six months and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; or



(d)

if the banks so selected by the trustee are not quoting as mentioned in clause (c), six-month LIBOR in effect on the preceding interest determination date.

        "Moneyline Telerate Page 3750" means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

        In addition, we will pay contingent interest on the New Securities under the circumstances described below under "—Contingent Interest."

        If the maturity date of the New Securities falls on a day that is not a LIBOR Business Day, the related payment of principal and interest will be made on the next LIBOR Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next LIBOR Business Day. If any interest reset date or interest payment date (other than at the date of maturity) would otherwise be a day that is not a LIBOR Business Day, that interest reset date and interest payment date will be postponed to the next date that is a LIBOR Business Day, provided, however, that if such LIBOR Business Day is in the next calendar

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month, such interest reset date and interest payment date (other than at the date of maturity) shall be the immediately preceding LIBOR Business Day.

        "LIBOR Business Day" means any day, other than a Saturday, Sunday or a day on which banking institutions or trust companies in the City of New York are required or authorized to close and that is also a London Business Day.

        "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

        The trustee will act as the calculation agent.

        Beginning August 1, 2010, the New Securities will cease bearing cash interest. Instead, from August 1, 2010, the original principal amount of each of the New Securities will commence increasing daily at an annual rate equal to six-month LIBOR plus 0.50% (calculated as provided above), provided that such rate will never be less than 0%, to produce the accreted principal amount. The accreted principal amount will compound semi-annually, not daily. However, upon the occurrence of certain tax events, we will have the option of paying cash interest on the New Securities, instead of having their principal amount increase. Subject to this option, on the maturity date of the New Securities, a holder will receive the fully accreted principal amount of the New Securities on such date, unless the New Securities were earlier redeemed, repurchased or converted. The rate of accrual will be applied to the accreted principal amount per note as of the day preceding the most recent yield reset date. Yield reset dates will be February 1 and August 1 of each year, commencing on August 1, 2010. The yield will be calculated using the actual number of days elapsed between the yield reset dates divided by 360. The yield is in addition to contingent interest, if any, which is described below.

        Because the New Securities will be debt instruments subject to the U.S. federal income tax contingent payment debt regulations, the New Securities will be considered issued with original issue discount for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined herein) generally will be required to include such original issue discount in their gross income for U.S. federal income tax purposes on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a non-contingent, nonconvertible borrowing, regardless of their regular method of tax accounting. See "Material U.S. Federal Income Tax Considerations."

        Maturity, conversion, repurchase by us at the option of a holder, or redemption of the New Securities at our option will cause the yield and cash interest, if any, to cease to accrue on such New Securities. We may not reissue any of the New Securities has matured or been converted, repurchased by us at your option, redeemed or otherwise cancelled, except for registration of transfer, exchange or replacement of such New Securities.

        Principal of, premium, if any, interest on the New Securities will be payable at the office or agency maintained for such purpose or, at our option, payment of interest may be made by check mailed to the holders of the New Securities at their respective addresses set forth in the register of holders of New Securities. Until otherwise designated by us, the office or agency maintained for such purpose will be the principal corporate trust office of the trustee.

Optional Conversion to Semi-Annual Coupon New Securities upon Tax Event

        From and after the date of the occurrence of a tax event (as defined below) following August 1, 2010, we will have the option to elect, in lieu of having the principal amount of the New Securities accrete, to have interest accrue and be paid in cash at an annual rate equal to six-month LIBOR (calculated as provided above) plus 0.50%, reset semi-annually, provided that such rate will never be less than 0% per year, on a restated principal amount for each of the New Securities equal to the accreted principal amount on such New Securities on the later of the date on which we exercise such option or the date of the tax event.

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        Such interest shall be payable semi-annually on the interest payment dates of February 1 and August 1 of each year to holders of record at the close of business on the January 15 and July 15 immediately preceding the interest payment date. Interest will accrue from the most recent date to which interest, if applicable, has been paid or provided for or from the option exercise date, if no interest has been paid. In the event that we exercise our option to pay interest in lieu of accreted principal amount, the redemption price, repurchase price and fundamental change payment will be adjusted. However, there will be no change in the holder's conversion rights.

        A "tax event" means that we shall have received an opinion from independent tax counsel experienced in such matters to the effect that, as a result of:

•

any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein; or



•

any amendment to, or change in, an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority;

in each case which amendment or change is enacted, promulgated, issued or announced or which interpretation is issued or announced or which action is taken, on or after the date of this prospectus, there is more than an insubstantial risk that accruals of accreted principal amount payable on the New Securities either:

•

would not be deductible on a current accrual basis; or



•

would not be deductible under any other method;

in either case in whole or in part by us (by reason of deferral, disallowance, or otherwise) for U.S. federal income tax purposes.

        If any legislative proposal were ever enacted and made applicable to the New Securities in a manner that would limit our ability to either:

•

deduct the interest, including the accruals of accreted principal amount, payable on the New Securities on a current accrual basis; or



•

deduct the interest, including the accruals of accreted principal amount, payable on the New Securities under any other method for U.S. federal income tax purposes;

such enactment would result in a tax event and the terms of the New Securities would be subject to our option to pay cash interest on the New Securities in lieu of accreted principal amount as described above.

        The modification of the terms of New Securities by us upon a tax event as described above could possibly alter the amount and timing of income recognition by holders of the New Securities after the date on which we exercise our option to pay interest in lieu of accreted principal amount on the New Securities.

Contingent Interest

        We will make additional payments of interest, referred to in this prospectus as "contingent interest," in respect of any six-month period from February 1 to July 31 and from August 1 to January 31 commencing on or after August 1, 2010, if the average trading price (as defined below) of the New Securities for the five trading days ending on the third trading day immediately preceding the first day of the applicable six-month period equals 120% or more of the sum of the accreted principal amount and accrued interest, if any, for the New Securities to the day immediately preceding the first day of the applicable six-month interest period.

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        The amount of contingent interest payable on the New Securities in respect of any six-month interest period will be equal to 0.30% of the average trading price of the New Securities for the applicable five trading day reference period. The five trading day reference period means the five trading days ending on the third trading day immediately preceding the relevant six-month interest period.

        Contingent interest, if any, will accrue on each February 1 or August 1 immediately after the relevant six-month period for which it accrues to holders of record on the preceding January 15 or July 15, as the case may be.

        We will notify the holders of the New Securities upon a determination that they will be entitled to receive contingent interest in respect of any six-month interest period. In connection with providing such notice, we will issue a press release containing information regarding the contingent interest determination or publish the information on our website or through such other public medium as we may use at that time.

Conversion Rights

General

        Holders may convert all or a portion of their New Securities, in multiples of $1,000 original principal amount, only if at least one of the conditions described below is satisfied. Any New Securities for which a holder has delivered a repurchase notice, or a notice requiring us to redeem such New Securities upon a fundamental change, may be surrendered for conversion only if such notice is withdrawn in accordance with the indenture.

        The initial conversion rate is 16.2760 shares of common stock per $1,000 original principal amount of New Securities, subject to adjustment upon the occurrence of the events described below. This conversion rate equates to an initial conversion price of approximately $61.44 per share of common stock. The conversion value will be paid in cash, and any excess over the accreted principal amount of the New Securities will be paid in shares of our common stock. A holder of New Securities otherwise entitled to a fractional share will receive cash in lieu of a fractional share as described below. The ability to surrender the New Securities for conversion will expire at the close of business on July 31, 2023. The trustee will be the initial conversion agent.

        To exercise its conversion right, a holder must:

•

complete and manually sign a conversion notice, a form of which is on the back of the New Securities, and deliver the conversion notice to the conversion agent;



•

surrender the New Securities to the conversion agent;



•

if required by the conversion agent, furnish appropriate endorsements and transfer documents; and



•

if required, pay all transfer or similar taxes.

        On conversion of a New Securities, a holder will not receive any cash payment of interest representing increases in accreted principal amount of the New Securities, contingent interest, or, except as described below, accrued cash interest or interest payable upon the occurrence of a tax event. Delivery to the holder of the conversion value to which the New Securities are convertible, will be deemed:

•

to satisfy our obligation to pay the original principal amount of the New Securities; and



•

to satisfy our obligation to pay increases in the accreted principal amount of the New Securities, contingent interest and, except as described below, accrued cash interest or interest payable

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upon the occurrence of a tax event, attributable to the period from the issue date through the conversion date.

        As a result, the increases in the accreted principal amount of the New Securities, contingent interest and, except as described below, accrued cash interest and interest payable upon the occurrence of a tax event will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued cash interest, if any, will be payable upon any conversion of New Securities made concurrently with or after acceleration of the New Securities following an event of default described under "—Events of Default" below.

        Holders of the New Securities at the close of business on a regular record date will receive payments of interest, including contingent interest, if any, payable on the corresponding interest payment date notwithstanding the conversion of such New Securities at any time after the close of business on such regular record date. New Securities surrendered for conversion by a holder during the period from the close of business on any regular record date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest, including contingent interest, if any, that the holder is to receive on the New Securities; provided, however, that no such payment need be made if (1) we have specified a redemption date that is after a record date and on or prior to the corresponding interest payment date, (2) we have specified a purchase date following a fundamental change that is during such period, or (3) any overdue interest (including overdue contingent interest, if any) exists at the time of conversion with respect to the New Securities, to the extent of such overdue interest.

        Subject to certain exceptions described below under "—Conditions for Conversion" if a holder surrenders New Securities for conversion, we will deliver for each $1,000 original principal amount of New Securities:

•

cash (the "principal return") in an amount equal to the lesser of (a) the accreted principal amount of the New Securities being converted and (b) the conversion value, as described below;



•

if the conversion value is greater than the accreted principal amount, the number of shares of our common stock (the "net shares") equal to the sum of the daily share amounts, calculated as described below, for each trading date during the applicable conversion settlement reference period, as described below (the "net shares amount"); and



•

cash instead of any fractional shares, as described below.

        The applicable "conversion settlement reference period" means:

•

the ten consecutive trading days beginning on the third trading day after the New Securities are tendered for conversion, or



•

if the New Securities are tendered for conversion after we have called the New Securities for redemption as provided in the indenture, the ten consecutive trading days beginning on the third trading date following the redemption date.

        The "conversion value" is equal to (i) the applicable conversion rate, multiplied by (ii) the applicable stock price. The cash payment for fractional shares will be based on the applicable stock price.

        The "applicable stock price" is equal to the average of the closing sales prices during the applicable conversion settlement reference period.

        For the purposes of calculating the "principal return" and the "daily share amount," the "accreted principal amount" of the New Securities will be the accreted value of $1,000 original principal amount of the New Securities on the date the New Securities are tendered for conversion or the redemption date for the New Securities called for redemption prior to a tender for conversion.

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        The "daily share amount" for each of the New Securities on each trading date is equal to the greater of:

•

zero, or



•

the number of shares of our common stock determined by the following formula:

(closing sale price of common stock on the trading date × the applicable conversion rate) - accreted principal amount
10 × closing sale price on such trading day

We will determine the conversion value, principal return and net share amount promptly after the end of the applicable conversion settlement reference period. We will pay the principal return and any cash for fractional shares, and deliver the net shares, if any, no later than the third business day following the determination of the applicable stock price.

Conditions for Conversion

        Conversion Based on Common Stock Price.    Holders may surrender New Securities for conversion at any time starting with the first day of any calendar quarter commencing after December 31, 2004 if the closing sale price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the calendar quarter prior to the calendar quarter in which the surrender occurs is greater than 120% of the accreted conversion price on the last day of the prior calendar quarter. If the foregoing condition is satisfied, then the New Securities will be convertible at any time thereafter at the option of the holder, through maturity. The conversion will be settled as described above under "—Conversion Rights—General."

        The accreted conversion price as of any day will equal the accreted principal amount of the New Securities on that day, divided by the applicable conversion rate of the New Securities on that day, subject to any adjustments to the conversion rate through that day.

        For example, the conversion price of the New Securities at the initial issue date will be approximately $61.44 per share ($1,000 ÷ 16.2760); and the accreted conversion price of the New Securities that has an accreted principal amount of $1,100 will be approximately $67.58 per share ($1,100 ÷ 16.2760).

        Until August 1, 2010, the accreted principal amount of a the New Securities will be equal to the original principal amount of $1,000. During this period the conversion trigger price per share of our common stock will be $73.73. This conversion trigger price reflects the accreted conversion price multiplied by 120% and assumes that no events have occurred that would require an adjustment to the conversion rate.

        Beginning August 1, 2010, the accreted principal amount of the New Securities will be equal to the original principal amount of $1,000 for each New Security increased daily by the annual rate of six-month LIBOR plus 0.50%, reset semi-annually. Because the accreted conversion price of a the New Securities at any time is dependent upon the accreted principal amount of the New Securities at that time, the conversion trigger price per share of our common stock, which is based on the accreted conversion price, for periods ending after August 1, 2010, cannot be determined at this time. The following table indicates what the conversion trigger prices would be at August 1 of each year beginning 2010, assuming LIBOR (including the applicable 0.50% spread) was a constant 2.00%, 5.00% and 8.00% from August 1, 2010. This table represents an example of only three possibilities and you should realize that because LIBOR and therefore the yield of the New Securities will fluctuate, the

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accreted conversion price, and therefore the conversion trigger price, will differ, and may differ significantly, from the amounts shown below.

Hypothetical Accreted Conversion Prices and Conversion Trigger Prices

	Assuming 2.00% LIBOR				Assuming 5.00% LIBOR				Assuming 8.00% LIBOR
August 1	Accreted Conversion Price		Conversion Trigger Price		Accreted Conversion Price		Conversion Trigger Price		Accreted Conversion Price		Conversion Trigger Price
2010	$	61.44	$	73.73	$	61.44	$	73.73	$	61.44	$	73.73
2011	$	63.01	$	75.61	$	64.91	$	77.90	$	66.85	$	80.22
2012	$	64.62	$	77.54	$	68.59	$	82.31	$	72.75	$	87.30
2013	$	66.27	$	79.52	$	72.47	$	86.97	$	79.16	$	94.99
2014	$	67.96	$	81.55	$	76.57	$	91.88	$	86.12	$	103.35
2015	$	69.69	$	83.63	$	80.90	$	97.08	$	93.71	$	112.45
2016	$	71.47	$	85.77	$	85.49	$	102.58	$	101.98	$	122.37
2017	$	73.30	$	87.96	$	90.32	$	108.38	$	110.96	$	133.15
2018	$	75.17	$	90.20	$	95.43	$	114.51	$	120.73	$	144.87
2019	$	77.08	$	92.50	$	100.82	$	120.99	$	131.35	$	157.62
2020	$	79.06	$	94.87	$	106.54	$	127.85	$	142.95	$	171.54
2021	$	81.07	$	97.29	$	112.56	$	135.08	$	155.54	$	186.64
2022	$	83.14	$	99.77	$	118.93	$	142.71	$	169.23	$	203.07
2023	$	85.26	$	102.31	$	125.65	$	150.78	$	184.13	$	220.95

        Conversion Based on Trading Price of the New Securities.    Holders may also surrender New Securities for conversion prior to August 1, 2020 during the five business day period after any ten consecutive trading day period in which the average trading price per $1,000 original principal amount of the New Securities was less than 97% of the product of (i) the average of the closing sale prices of our common stock over the same ten trading day period, and (ii) the conversion rate upon conversion of $1,000 original principal amount of the New Securities. The conversion will be settled as described above under "—Conversion Rights—General."

        For financial accounting purposes, the ability to convert upon satisfaction of the trading price conditions of the New Securities will constitute an embedded derivative, the initial value of which is not material to our consolidated financial position. Any material change in its value will be reflected in our future income statements, in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." We do not believe that such future changes in value will have a significant effect on our future reported results of operations.

        In connection with any conversion upon satisfaction of the above trading pricing condition of the New Securities, the trustee has no obligation to determine the trading price of the New Securities unless we have requested such determination; and we have no obligation to make such request unless a holder of the New Securities provides us with reasonable evidence that the average of the trading price per $1,000 original principal amount of New Securities for the ten trading day period would be less than 97% of the product of the average closing sale prices of our common stock over the same ten trading day period and the conversion rate then applicable upon conversion of $1,000 original principal amount of the New Securities. At such time, we shall instruct the trustee to determine the trading price of the New Securities beginning on the next trading day and on each successive trading day until the average of the trading prices per $1,000 original principal amount of the New Securities for a ten trading day period is greater than 97% of the product of the average closing sale prices of our common stock over the same ten trading day period and the conversion rate upon conversion of $1,000 original principal amount of the New Securities.

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        Conversion Based on Redemption.    A holder may surrender for conversion New Securities called for redemption at any time prior to the close of business on the business day immediately preceding the redemption date, even if it is not otherwise convertible at such time. New Securities for which a holder has delivered a repurchase notice or a notice requiring us to redeem such New Securities upon a fundamental change, as described below, may be surrendered for conversion only if such notice is withdrawn in accordance with the indenture. The conversion will be settled as described above under "—Conversion Rights—General."

        Conversion Upon Occurrence of Certain Corporate Transactions.    If we are party to a change of control transaction consisting of a consolidation, merger or binding share exchange or a sale of all or substantially all of our assets pursuant to which our common stock will be converted into cash, securities or other property, or the right to receive cash, securities or other property, New Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction and, unless the transaction is a "cash take-over transaction" discussed below, at the effective date, the right to convert New Securities into the conversion value payable in cash and shares of our common stock will be changed into a right to convert the New Securities into the kind and amount of securities, cash or other assets which the holder would have received if the holder had converted the holder's New Securities immediately prior to the transaction. The conversion will be settled as described above under "—Conversion Rights—General."

        If such transaction also constitutes a fundamental change, the holder will be able to require us to purchase all or a portion of such holder's New Securities as described under "—Redemption at Option of Holders Upon a Fundamental Change."

        If a change of control is a "cash take-over transaction," which occurs before July 31, 2010, the conversion rate of the New Securities may be increased by a number of additional shares as described below under the heading "—Conversion Rate Adjustments." A cash take-over transaction is a consolidation, merger or binding share exchange, or a sale of all or substantially all of our assets, where 10% or more of the consideration received by a holder of our common stock consists of cash or securities or other property that are not traded, or scheduled to be traded immediately following the transaction on a U.S. national securities exchange or the Nasdaq National Market. If the acquirer in a cash take-over transaction has a publicly traded class of securities, we may elect to cause the New Securities to be convertible as described under the heading "—Public Acquirer Change of Control."

        In addition, if:

•

we distribute to all holders of our common stock certain rights, options or warrants entitling them to purchase, for a period expiring within 60 days of the record date for the determination of the holders entitled to receive the distribution, common stock at less than the current market price of the common stock on the record date,



•

if we make a distribution to our stockholders of cash, securities or other property with a per share value of more than 10% of the closing sale price of our common stock on the trading day immediately preceding the declaration of such distribution, or



•

a fundamental change occurs other than pursuant to a transaction described in the preceding paragraph,

the New Securities may be surrendered for conversion.

        We must notify the holders of New Securities at least 20 days prior to the ex-dividend date for the distribution described in the first two bullets. Once we have given that notice, holders may surrender their New Securities for conversion at any time until the earlier of the close of business on the business day immediately prior to the ex-dividend date or our announcement that such distribution will not take

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place. In the case of a distribution described in the first two bullets above, no adjustment to the conversion value or the ability of a holder to convert will be made if the holder will otherwise participate in the distribution without conversion.

        We must notify the trustee under the indenture and the holders at least 15 trading days prior to the expected effective date of a fundamental change constituting a change of control. The notice will state whether we will increase the conversion rate to provide for additional shares of common stock or elect to cause the New Securities to be convertible with respect to publicly traded common stock of the acquirer. Holders may convert their New Securities at any time during the period from the date 15 days prior to the expected effective date of the transaction to and including the date which is 15 days after the effective date or, if the transaction also results in the holders having a right to require us to repurchase the New Securities, until the close of business on the business day immediately preceding the fundamental change repurchase date.

Conversion Rate Adjustments

        The conversion rate is subject to adjustment (under formulae set forth in the indenture) in certain events, including:

          (i)  the issuance of common stock as a dividend or distribution on common stock;

         (ii)  certain subdivisions and combinations of the common stock;

        (iii)  the issuance to all or substantially all holders of common stock of certain rights, options or warrants entitling them to purchase, for a period expiring within 60 days of the record date for determination of the holders entitled to receive the distribution, common stock at a price per share less than the current market price of the common stock at the record date;

        (iv)  the distribution to all holders of our common stock of shares of our capital stock, evidences of indebtedness or assets, including cash and securities but excluding rights, options, warrants and common stock dividends or distributions specified above; provided, that if we distribute capital stock of, or similar equity interests in, a subsidiary of ours, the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average closing sales prices of those securities for the 10 trading days commencing on and including the sixth trading day after the date on which "ex-dividend trading" commences for such distribution on the New York Stock Exchange, Inc. or such other national or regional exchange or market on which the securities are then listed or quoted;

         (v)  certain distributions made during any of our quarterly fiscal periods consisting exclusively of cash to all holders of outstanding shares of common stock in an aggregate amount that, together with (A) other all-cash distributions made during such quarterly fiscal period in respect to which no other adjustment to the conversion rate has been made, and (B) any cash and the fair market value of any securities or other property, as of the expiration of the tender or exchange offer (other than consideration payable in respect of any odd-lot-tender offer) by us or any of our subsidiaries for shares of common stock concluded during such quarterly fiscal period, exceeded the product of $0.13 (appropriately adjusted from time to time for any stock dividends on or subdivisions or combinations of our common stock) multiplied by the number of shares of common stock outstanding on the record date for such distribution; or

        (vi)  a payment by us or one of our subsidiaries in respect of a tender offer or exchange offer for our common stock to the extent that the cash and value of any other consideration included in the payment per share of common stock exceeds the current market price per share of common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.

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       (vii)  If a cash take-over occurs on or prior to July 31, 2010, and a holder elects to convert its New Securities in connection with such transaction, as described under "—Conversion Upon Specified Corporate Transactions," we will increase the applicable conversion rate for the New Securities surrendered for conversion by a number of additional shares of common stock (the "additional shares"), as described below, unless we elect to treat the transaction as a "public acquirer change of control."

      (viii)  If we elect in a cash take-over transaction with a acquirer which has a class of publicly traded securities (a "public acquirer change of control"), we may cause the New Securities to become convertible into the publicly traded common stock of the acquirer, as described in more detail below.

        If we have a rights plan in effect upon conversion of the New Securities into common stock, you will receive, in addition to the common stock, the rights under the rights plan unless the rights have separated from the common stock at the time of conversion, in which case the conversion rate will be adjusted as if we distributed to all holders of our common stock, other shares of our capital stock, evidences of indebtedness or assets under the rights plan, subject to readjustment in the event of the expiration, termination or redemption of such rights.

        However, no adjustment to the conversion rate need be made if holders of the New Securities may participate in the transaction without conversion or in certain other cases.

        In the event that we elect to make a distribution to all holders of shares of our common stock pursuant to clause (iii) or clause (iv) of the first paragraph under this section "—Conversion Rate Adjustment", which, in the case of clause (iv), has a per share value equal to more than 10% of the closing sale price of our shares of common stock on the day preceding the declaration date for such distribution, we will be required to give notice to the holders of New Securities at least 20 days prior to the date for such distribution and, upon the giving of such notice, the New Securities may be surrendered for conversion at any time until the earlier of the close of business on the business day immediately prior to the date of distribution or until we announce that such distribution will not take place.

        The indenture permits us to increase the conversion rate from time to time.

        Holders of the New Securities may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal income tax as a dividend upon:

•

a taxable distribution to holders of common stock which results in an adjustment of the conversion rate;



•

an increase in the conversion rate at our discretion; or



•

failure to adjust the conversion rate in some instances.

        See "Material U.S. Federal Income Tax Considerations—U.S. Holders—Constructive Dividends."

        If we are a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of our assets, the right to convert the New Securities may be changed into a right to convert it into the kind and amount of securities, cash or other assets of another person which the holder would have received if the holder had converted the holder's New Securities immediately prior to the transaction.

        The conversion agent will, on our behalf, determine if the New Securities are convertible and notify the trustee and us accordingly. If one or more of the conditions to the conversion of the New Securities has been satisfied, we will promptly notify the holders of the New Securities thereof and use our reasonable best efforts to post this information on our website or otherwise publicly disclose this information.

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Adjustment to Conversion Rate in Certain Change of Control Transactions

        If a change of control is a "cash take-over transaction," which occurs before July 31, 2010, the conversion rate of the New Securities will be increased by a number of additional shares under the circumstances described below. The number of additional shares issuable upon conversion of the New Securities in the event of a cash take-over transaction will be determined by reference to the table below and is based on the date on which such change of control transaction becomes effective (the "effective date") and the price (the "stock price") paid for each share of our common stock in such transaction. If the holders of our common stock receive only cash in the change of control transaction, the stock price shall be the cash amount paid per share. Otherwise, the stock price shall be the average of the sale prices of our common stock on the five trading days up to but not including the effective date. No additional shares will be issued in a conversion if the stock price is below $40.96 (as adjusted) or above $200 (as adjusted).

        The stock prices in the table contained in the indenture, a copy of which is set forth below, will be adjusted as of any date on which the conversion rate of the New Securities is adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the conversion rate as adjusted.

Additional Shares (Expressed as Shares per $1,000 Original Principal Amount)

	Stock Price on Effective Date of Change of Control
Effective Date
	$40.96	$42.00	$46.00	$50.00	$54.00	$58.00	$62.00	$66.00	$100.00	$150.00	$200.00	$250.00
August 1, 2004	9.9935	9.5335	8.0044	6.7860	5.8018	4.9981	4.3337	3.7816	1.4110	0.4093	0.0810	0.0000
August 1, 2005	9.5717	9.0974	7.5277	6.2841	5.2881	4.4825	3.8250	3.2841	0.8763	0.1864	0.0165	0.0000
August 1, 2006	9.3334	8.8471	7.2403	5.9728	4.9633	4.1526	3.4965	2.9619	0.7634	0.1336	0.0025	0.0000
August 1, 2007	8.9233	8.4188	6.7555	5.4506	4.4207	3.6036	2.9521	2.4304	0.5567	0.0744	0.0000	0.0000
August 1, 2008	8.5541	8.0229	6.2716	4.9042	3.8363	3.0031	2.3535	1.8475	0.2664	0.0164	0.0000	0.0000
August 1, 2009	8.2838	7.7119	5.8136	4.3271	3.1790	2.3070	1.6563	1.1792	0.0848	0.0082	0.0000	0.0000
August 1, 2010	8.1381	7.5335	5.4631	3.7240	2.2425	0.9654	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

        The exact stock price and effective dates may not be set forth on the table, in which case, if the stock price is between two stock price amounts on the table, or the effective date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 day year, to include an additional amount reflecting the additional yield accrued since the next preceding date in the table.

        Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed 24.4141 per $1,000 original principal amount of New Securities, subject to adjustment in the same manner as the conversion rate as set forth under "—Conversion Rate Adjustments."

        Our obligation to deliver the additional shares could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

Public Acquirer Change of Control

        At our option, in the case of a cash take-over transaction that is a "public acquirer change of control" instead of adjusting the conversion rate to provide for additional shares in the event of a cash take-over transaction, we may elect to adjust the conversion rate and the related conversion value to provide that, from and after the effective date of the public acquirer change of control, holders of the New Securities will be entitled to convert their New Securities into cash and a number of shares of

39

acquirer's publicly traded common stock by adjusting the conversion rate in effect immediately prior to the transaction by a fraction:

•

the numerator of which will be (a) in the case of a consolidation, merger, share exchange or sale of all or substantially all of our assets in a transaction in which our common stock is converted in cash, securities or other property, the fair market value of the all cash and any other consideration (as determined by our board of directors) payable per share of our common stock, or (b) in the case of any other public acquirer changes of control, the average of the last reported sale prices of our common stock for the five consecutive trading days prior to, but not including, the effective date of the transaction; and



•

the denominator of which will be the average of the last report sales prices of the public acquirer common stock for the five consecutive trading days prior to, but not including the effective date of the public acquirer change of control transaction.

        If we elect to adjust the conversion rate as described in this section, we must send you a public acquisition notice at least five trading days prior to but not including the expected effective date of the public acquirer change of control.

        A "public acquirer change of control" means any cash take-over transaction in which the acquirer or certain of its affiliates have a class of common stock traded on a U.S. national securities exchange or the Nasdaq National Market system.

Redemption of New Securities at Our Option

        No sinking fund is provided for the New Securities. Prior to August 1, 2010, we cannot redeem the New Securities at our option. Beginning on August 1, 2010, we may redeem the New Securities for cash, as a whole at any time or from time to time in part at 100% of the accreted principal amount of the New Securities, plus any accrued and unpaid interest to the redemption date. We will give not fewer than 30 days' or more than 60 days' notice of redemption by first class mail to holders of New Securities.

        If we convert the New Securities to semi-annual coupon New Securities following the occurrence of a tax event, the New Securities will be redeemable at the restated principal amount plus accrued and unpaid interest from the date of the conversion.

        If less than all of the outstanding New Securities are to be redeemed, the trustee will select the New Securities to be redeemed in original principal amounts of $1,000 or integral multiples of $1,000 original principal amount. In this case, the trustee may select the New Securities by lot, pro rata or by any other method the trustee considers fair and appropriate. If a portion of a holder's New Securities is selected for partial redemption and the holder converts a portion of the New Securities, the converted portion will be deemed to be the portion selected for redemption.

        Beginning August 1, 2010, the accreted principal amount of the New Securities will be equal to the original principal amount of $1,000 increased daily by an annual rate of six-month LIBOR plus 0.50%. Because the redemption price of a the New Securities any time is dependent upon the accreted principal amount of the New Securities at that time, the redemption price cannot be determined at this time. The following table indicates what the redemption prices would be on each date below if LIBOR (including the applicable 0.50% spread) was a constant 2.00%, 5.00% and 8.00% from August 1, 2010. This table represents an example of only three possibilities and you should realize that because LIBOR and therefore the yield on the New Securities will fluctuate, any increases in accreted principal amount and redemption prices will differ, and may differ significantly, from the results below. The redemption

40

price of the New Securities to be redeemed between the dates below would include an additional amount reflecting the additional yield accrued since the immediately preceding date in the table.

Hypothetical Redemption Prices

	Assuming 2.00% LIBOR					Assuming 5.00% LIBOR					Assuming 8.00% LIBOR
August 1 Redemption Dates	(1) Original Principal Amount	(2) Accretion		(3) Redemption Price (1)+(2)		(1) Original Principal Amount	(2) Accretion		(3) Redemption Price (1)+(2)		(1) Original Principal Amount	(2) Accretion		(3) Redemption Price (1)+(2)
2010*	1,000.00	$	0.00	$	1,000.00	1,000.00	$	0.00	$	1,000.00	1,000.00	$	0.00	$	1,000.00
2011	1,000.00	$	25.51	$	1,025.51	1,000.00	$	56.54	$	1,056.54	1,000.00	$	88.04	$	1,088.04
2012	1,000.00	$	51.74	$	1,051.74	1,000.00	$	116.45	$	1,116.45	1,000.00	$	184.09	$	1,184.09
2013*	1,000.00	$	78.57	$	1,078.57	1,000.00	$	179.57	$	1,179.57	1,000.00	$	288.34	$	1,288.34
2014	1,000.00	$	106.08	$	1,106.08	1,000.00	$	246.26	$	1,246.26	1,000.00	$	401.76	$	1,401.76
2015	1,000.00	$	134.29	$	1,134.29	1,000.00	$	316.73	$	1,316.73	1,000.00	$	525.17	$	1,525.17
2016	1,000.00	$	163.30	$	1,163.30	1,000.00	$	391.39	$	1,391.39	1,000.00	$	659.81	$	1,659.81
2017	1,000.00	$	192.98	$	1,192.98	1,000.00	$	470.06	$	1,470.06	1,000.00	$	805.94	$	1,805.94
2018*	1,000.00	$	223.41	$	1,223.41	1,000.00	$	553.18	$	1,553.18	1,000.00	$	964.93	$	1,964.93
2019	1,000.00	$	254.61	$	1,254.61	1,000.00	$	640.99	$	1,640.99	1,000.00	$	1,137.91	$	2,137.91
2020	1,000.00	$	286.71	$	1,286.71	1,000.00	$	734.04	$	1,734.04	1,000.00	$	1,326.66	$	2,326.66
2021	1,000.00	$	319.53	$	1,319.53	1,000.00	$	832.08	$	1,832.08	1,000.00	$	1,531.49	$	2,531.49
2022	1,000.00	$	353.18	$	1,353.18	1,000.00	$	935.67	$	1,935.67	1,000.00	$	1,754.36	$	2,754.36
2023*	1,000.00	$	387.70	$	1,387.70	1,000.00	$	1,045.11	$	2,045.11	1,000.00	$	1,996.84	$	2,996.84

*

Dates on which holders may require us to purchase outstanding New Securities at a price equal to the redemption price.

Repurchase at Option of the Holder

        Holders have the right to require us to repurchase the New Securities on August 1 of 2010, 2013, and 2018. We will be required to repurchase for cash any outstanding New Securities for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the third business day prior to the repurchase date. If a repurchase notice is given and withdrawn during that period, we will not be obligated to repurchase the New Securities listed in the notice. Our repurchase obligation will be subject to certain additional conditions.

        The repurchase price payable for New Securities will be equal to 100% of the accreted principal amount plus accrued and unpaid interest.

        Holders' right to require us to repurchase New Securities is exercisable by delivering a written repurchase notice to the paying agent during the period beginning at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the third business day prior to the repurchase date. The paying agent initially will be the trustee.

        The repurchase notice must state:

•

if certificated New Securities have been issued, the certificate numbers of such New Securities (or, if a holder's New Securities are not certificated, such holder's repurchase notice must comply with appropriate DTC procedures);

41

•

the portion of the original principal amount of New Securities to be repurchased, which must be in $1,000 multiples; and



•

that the New Securities are to be repurchased by us pursuant to the applicable provisions of the New Securities and the indenture.

        Holders may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the repurchase date. The withdrawal notice must state:

•

the original principal amount of the withdrawn New Securities;



•

if certificated New Securities have been issued, the certificate numbers of the withdrawn New Securities (or, if a holder's New Securities are not certificated, such holder's withdrawal notice must comply with appropriate DTC procedures); and



•

the original principal amount, if any, which remains subject to the repurchase notice.

        We must give notice of an upcoming repurchase date to all holders not fewer than 20 business days prior to the repurchase date at their address shown in the register of the registrar. We will also give notice to beneficial owners as required by applicable law. This notice will describe, among other things, the procedures that holders must follow to require us to repurchase their New Securities.

        Payment of the repurchase price for New Securities for which a repurchase notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the New Securities, together with necessary endorsements, to the paying agent at its office in the Borough of Manhattan, The City of New York, or any other office of the paying agent, at any time after delivery of the repurchase notice. Payment of the repurchase price for the New Securities will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the New Securities. If the paying agent holds money sufficient to pay the repurchase price of the New Securities on the business day following the repurchase date, then, on and after the date:

•

the New Securities will cease to be outstanding;



•

interest will cease to accrue; and



•

all other rights of the holder will terminate.

        This will be the case whether or not book-entry transfer of the New Securities has been made or the New Securities has been delivered to the paying agent, and all other rights of the holder will terminate, other than the right to receive the repurchase price upon delivery of the New Securities.

        Our ability to repurchase New Securities with cash may be limited by the terms of our then-existing borrowing agreements. Even though we become obligated to repurchase any outstanding New Securities on a repurchase date, we may not have sufficient funds to pay the repurchase price on that repurchase date. See "Risk Factors—We may be unable to pay the principal return upon conversion of the New Securities or repurchase the New Securities for cash on specified dates or following a fundamental change, as required by the indenture governing the New Securities."

Repurchase at Option of Holders Upon a Fundamental Change

        Upon the occurrence of a fundamental change, each holder of New Securities will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such holder's New Securities pursuant to the offer described below (which we refer to as the "fundamental change offer") at an offer price in cash equal to 100% of the accreted principal amount plus accrued and unpaid interest (which we refer to as the "fundamental change payment"). Within 20 days following any fundamental change, we will mail a notice to each holder describing the transactions that

42

constitute the fundamental change and offering to repurchase New Securities pursuant to the procedures required by the indenture and described in such notice.

        We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of the New Securities as a result of a fundamental change. Rule 13e-4 under the Exchange Act requires, among other things, the dissemination of certain information to security holders in the event of an issuer tender offer and may apply in the event that the repurchase option becomes available to holders of the New Securities. We will comply with this rule to the extent applicable at that time.

        On the date specified for termination of the fundamental change offer, we will, to the extent lawful,

•

accept for payment all New Securities or portions thereof properly tendered pursuant to the fundamental change offer,



•

deposit with the paying agent an amount equal to the fundamental change payment in respect of all New Securities or portions thereof so tendered, and



•

deliver or cause to be delivered to the trustee the New Securities so accepted together with an officers' certificate stating the aggregate accreted principal amount of New Securities or portions thereof being purchased by us.

        On the date specified for payment of the fundamental change payment (which we refer to as the "fundamental change payment date"), the paying agent will promptly send to each holder of New Securities so accepted the fundamental change payment for such New Securities, and the trustee will promptly authenticate and send (or cause to be transferred by book entry) to each holder New Securities equal in accreted principal amount to any unpurchased portion of the New Securities surrendered, if any; provided that each such of the newly authenticated New Securities will be in an original principal amount of $1,000 or an integral multiple thereof.

        The foregoing provisions would not necessarily afford holders of the New Securities protection in the event of highly leveraged or other transactions involving us that may adversely affect holders.

        The right to require us to repurchase New Securities as a result of a fundamental change could have the effect of delaying, deferring or preventing a change of control or other attempts to acquire control of us unless arrangements have been made to enable us to repurchase all the New Securities at the fundamental change payment date. Consequently, this right may render more difficult or discourage a merger, consolidation or tender offer (even if such transaction is supported by our board of directors or is favorable to the shareholders), the assumption of control by a holder of a large block of our shares and the removal of incumbent management.

        Except as described above with respect to a fundamental change, the indenture does not contain provisions that permit the holders of the New Securities to require us to repurchase or redeem the New Securities in the event of a takeover, recapitalization or similar restructuring. Subject to the limitation on mergers and consolidations described below, we, our management or our subsidiaries could in the future enter into certain transactions, including refinancings, certain recapitalizations, acquisitions, the sale of all or substantially all of our assets, liquidation or similar transactions, that would not constitute a fundamental change under the indenture, but that would increase the amount of our senior debt or other indebtedness outstanding at such time or substantially reduce or eliminate our assets.

        The terms of our existing or future credit or other agreements relating to indebtedness, including senior debt, may prohibit us from purchasing any New Securities and may also provide that a fundamental change, as well as certain other change of control events related to us, would constitute an

43

event of default under such agreements. If a fundamental change occurs at a time when we are prohibited from purchasing New Securities, we could seek the consent of our then-existing lenders to the purchase of New Securities or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we would remain prohibited from purchasing New Securities. In such case, our failure to purchase tendered New Securities would constitute an event of default under the indenture, which may, in turn, constitute a further default under the terms of other indebtedness that we have entered into or may enter into from time to time.

        A "fundamental change" will be deemed to have occurred upon a change of control (as defined below) or a termination of trading (as defined below).

        A "change of control" will be deemed to have occurred when:

•

any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of the combined voting power of our then outstanding voting stock;



•

we consolidate with or merge into any other corporation, any other corporation merges into us, or we effect a share exchange, and, in the case of any such transaction, our outstanding common stock is reclassified into or exchanged for any other property or security, unless our shareholders immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the then outstanding voting stock of the corporation resulting from such transaction in substantially the same respective proportions as their ownership of our voting stock immediately before such transaction;



•

we, or we and our subsidiaries taken as a whole, sell, assign, convey, transfer or lease all or substantially all of our assets, or our assets and those of our subsidiaries taken as a whole, as applicable (other than to one or more of our wholly-owned subsidiaries); or



•

any time our continuing directors do not constitute a majority of our board of directors (or, if applicable, a successor corporation to us).

        However, a change of control under the first three bullet points above will not be deemed to have occurred if:

•

the closing sale price per share of common stock for any five trading days within the period of ten consecutive trading days ending immediately after the later of the change of control or the public announcement of the change of control (in the case of a change of control under the second and third bullet above) shall equal or exceed 110% of the accreted conversion price of the New Securities in effect on the date of the change of control or the public announcement of change of control, as applicable, or



•

at least 90% of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the change of control consists of shares of common stock that are, or upon issuance will be, traded on the New York Stock Exchange or quoted on the Nasdaq National Market, and as a result of the transaction or transactions the New Securities become convertible into cash in the amount of the principal return and publicly traded securities of the acquirer for the balance of the conversion value.

        The definition of change of control includes a phrase relating to the sale, assignment, lease, transfer or conveyance of "all or substantially all" of our assets or our assets and those of our subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Securities to require us to repurchase such New Securities

44

as a result of a lease, transfer or conveyance of less than all of our assets and/or those of our subsidiaries to another person or group may be uncertain.

        "Continuing directors" means, as of any date of determination, any member of our board of directors who (i) was a member of our board of directors on the date of the indenture or (ii) was nominated for election or elected to our board of directors with the approval of a majority of the continuing directors who were members of our board of directors at the time of such nomination or election.

        A "termination of trading" will be deemed to have occurred if our common stock (or other common stock into which the New Securities are then convertible) is neither listed for trading on the New York Stock Exchange nor approved for trading on The Nasdaq National Market.

Certain Definitions

        "Closing sale price" of our common stock on any trading day means the last reported per share sale price (or if the last sale price is not reported, the average of the high and low sale prices) on such date as reported on the New York Stock Exchange, or if our common stock is not listed on the New York Stock Exchange, as reported by the principal U.S. exchange or quotation system our common stock is then listed or quoted or otherwise as provided in the indenture.

        "Current market price" means the average of the daily closing sale prices per share of common stock for the ten consecutive trading days ending on the earlier of the date of determination and the day before the "ex date" with respect to the distribution requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect to any distribution, means the first date on which our common stock trades, regular way, on the relevant exchange or in the relevant market from which the closing sale price was obtained without the right to receive such distribution.

        "Trading day" is any day on which the New York Stock Exchange is open for trading or, if the applicable security is not so listed, admitted for trading or quoted, any business day.

        The "trading price" of the New Securities on any date of determination means the average of the secondary market bid quotations obtained by the trustee per $1,000 original principal amount of the New Securities for $5 million original principal amount of the New Securities at approximately 3:30 p.m. New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that if three such bids cannot reasonably be obtained by the trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the trustee, that one bid shall be used. If the trustee cannot reasonably obtain at least one bid for $5 million original principal amount of the New Securities from a nationally recognized securities dealer, then the trading price per $1,000 original principal amount of New Securities will be deemed to be less than 97% of the product of the closing sale price of our common stock and the number of shares issuable upon conversion of $1,000 original principal amount of the New Securities.

Events Of Default

        Each of the following constitutes an event of default with respect to the New Securities:

•

default in the payment of any interest (including contingent interest) when it becomes due and payable, and continuance of such default for a period of 30 days;



•

default in the payment of the principal amount, redemption price of or any premium on any New Securities when due and payable;

45

•

default in our obligation to purchase New Securities upon the occurrence of a fundamental change or exercise by a holder of its option to require us to purchase such holder's New Securities;



•

default in our obligation to provide notice of a fundamental change;



•

default in our obligation to redeem New Securities after we have exercised our redemption option;



•

default in our obligation to satisfy our conversion obligation upon exercise of a holder's conversion right;



•

default in the performance, or breach, of any covenant or warranty in the indenture and continuance of such default or breach for a period of 60 days after written notice thereof to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding New Securities;



•

default by us under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of Bausch & Lomb for money borrowed and shall result in more than $20,000,000 in principal amount of such indebtedness becoming declared or being due and payable, and such acceleration shall not have been rescinded, annulled or discharged within 30 days after notice is given as specified in the indenture; and



•

certain events of bankruptcy, insolvency and reorganization.

        If an event of default (other than an event of default specified in the last bullet point above) occurs and is continuing, then and in every such case the trustee, by written notice to us, or the holders of not less than 25% in aggregate accreted principal amount of the then outstanding New Securities, by written notice to us and the trustee, may declare the unpaid accreted principal of and accrued and unpaid interest on all the New Securities then outstanding to be due and payable. Upon such declaration, such accreted principal amount and accrued and unpaid interest will become immediately due and payable, notwithstanding anything contained in the indenture or the New Securities to the contrary. If any event of default specified in the last bullet point above occurs, all unpaid accreted principal of, and premium, if any, and accrued and unpaid interest on the New Securities then outstanding will automatically become due and payable without any declaration or other act on the part of the trustee or any holder of New Securities.

        Holders of the New Securities may not enforce the indenture or the New Securities except as provided in the indenture. Subject to the provisions of the indenture relating to the duties of the trustee, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless such holders have offered to the trustee a security or an indemnity satisfactory to it against any cost, expense or liability. Subject to all provisions of the indenture and applicable law, the holders of a majority in aggregate accreted principal amount of the then outstanding New Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

        If a default or event of default occurs and is continuing and is known to the trustee, the indenture requires the trustee to mail a notice of default or event of default to each holder within 60 days of the occurrence of such default or event of default. However, the trustee may withhold from the holders notice of any continuing default or event of default (except a default or event of default in the payment of principal of, interest on the New Securities) if it determines in good faith that withholding notice is in their interest. The holders of a majority in aggregate accreted principal amount of the New Securities then outstanding by notice to the trustee may rescind any acceleration of the New Securities

46

and its consequences if all existing events of default (other than the nonpayment of principal of and interest on the New Securities that has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission will affect any subsequent default or event of default or impair any right consequent thereto.

        The holders of a majority in aggregate accreted principal amount of the New Securities then outstanding may, on behalf of the holders of all the New Securities, waive any past default or event of default under the indenture and its consequences, except default in the payment of principal of, or interest on the New Securities (other than the non-payment of principal of and interest on the New Securities that has become due solely by virtue of an acceleration that has been duly rescinded as provided above) or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of all holders of New Securities.

        We are required to deliver to the trustee annually a statement regarding compliance with certain of our obligations under the indenture and are required, upon becoming aware of any default or event of default, to deliver to the trustee a statement specifying such default or event of default.

Consolidation, Merger, Sale or Conveyance

        The indenture provides that we may not consolidate with or merge into any other corporation or convey or transfer our properties and assets substantially as an entirety to any person, unless:

•

the successor is a corporation organized and existing under the laws of the United States of America or any state thereof, and expressly assumes by a supplemental indenture the due and punctual payment of the principal of, any premium on, and any interest on, all the outstanding debt securities and the performance of every covenant in the applicable indenture on the part of the company to be performed or observed;



•

immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have happened and be continuing; and



•

in case of any such consolidation, merger, conveyance or transfer, such successor corporation will succeed to and be substituted for us as obligor on the New Securities, with the same effect as if it had been named in the indenture as the obligor.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the New Securities may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the New Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for New Securities), and any existing default or compliance with any provision of the indenture or the New Securities may be waived with the consent of the holders of a majority in principal amount of the then outstanding New Securities (including consents obtained in connection with a tender offer or exchange offer for New Securities).

        Without the consent of each holder affected, an amendment or waiver may not:

•

reduce the percentage of the original principal amount of New Securities whose holders must consent to an amendment, supplement or waiver;



•

reduce the principal of or change the fixed maturity of any note;



•

reduce the rate of or change the time for payment of interest on any New Securities;

47

•

waive a default or event of default in the payment of principal of or interest on the New Securities (except a rescission of acceleration of the New Securities by the holders of at least a majority in aggregate principal amount of the New Securities and a waiver of the payment default that resulted from such acceleration);



•

make any note payable in money other than that stated in the indenture and the New Securities;



•

make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of New Securities to receive payments of principal of or interest on the New Securities;



•

except as permitted by the indenture, increase the conversion price or modify the provisions of the indenture relating to conversion of the New Securities in a manner adverse to the holders;



•

make any change to the abilities of holders of New Securities to enforce their rights under the indenture or the foregoing provisions or this provision;



•

reduce the redemption price, purchase price or fundamental change purchase price of the New Securities; or



•

make any change that adversely affects the right to convert the New Securities.

        Notwithstanding the foregoing, without the consent of any holder, we and the trustee may amend or supplement the indenture or the New Securities to:

•

cure any ambiguity, defect or inconsistency or make any other changes in the provisions of the indenture which they may deem necessary or desirable, provided such amendment does not materially and adversely affect the New Securities;



•

provide for uncertificated New Securities in addition to or in place of certificated New Securities;



•

provide for the assumption of our obligations to holders of New Securities in the circumstances required under the indenture as described under "—Consolidation, Mergers, Sale or Conveyance;"



•

provide for exchange rights of holders of New Securities in certain events such as our consolidation or merger or the sale of all or substantially all of our assets;



•

reduce the conversion price;



•

evidence and provide for the acceptance of the appointment under the indenture of a successor trustee;



•

make any change that would provide any additional rights or benefits to the holders of New Securities or that does not adversely affect the legal rights under the indenture of any such holder; or



•

comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939.

Governing Law

        The Indenture will provide that the New Securities will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law.

48

Discharge

        We may satisfy and discharge our obligations under the indenture by delivering to the securities registrar for cancellation all outstanding New Securities or by depositing with the trustee or delivering to the holders, as applicable, after the New Securities have become due and payable, whether at stated maturity, or any redemption date, or any purchase date, or upon conversion or otherwise, cash or shares of common stock sufficient to pay all of the outstanding New Securities and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

Calculations in Respect of New Securities

        The trustee will, in consultation with us, make all calculations called for under the New Securities, other than calculations of interest. These calculations include, but are not limited to, determinations of the market prices of our common stock, the applicable interest rate, and the conversion price and the principal return of the New Securities. The trustee will make all these calculations in good faith and, absent manifest error, all calculations will be final and binding on holders of New Securities. The trustee will forward such calculations to any holder of New Securities upon the request of that holder.

Form, Exchange, Registration and Transfer

        We will issue the New Securities in registered form, without interest coupons. We will not charge a service charge for any registration of transfer or exchange of the New Securities. We may, however, require the payment of any tax or other governmental charge payable for that registration. Holders may present New Securities for conversion, registration of transfer and exchange at the office maintained by us for such purpose, which will initially be the Corporate Trust Office of the Trustee in the City of New York.

        The New Securities will be exchangeable for other New Securities, for the same total principal amount and for the same terms but in different authorized denominations in accordance with the indenture. The security registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.

        We have appointed the trustee as security registrar for the New Securities. We may at any time rescind that designation or approve a change in the location through which any registrar acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional registrars for the New Securities.

        In the case of any redemption, the security registrar will not be required to register the transfer or exchange of any New Securities:

•

during a period of 15 days before any selection of New Securities for redemption;



•

if the New Securities have been called for redemption in whole or in part, except the unredeemed portion of any New Securities being redeemed in part; or



•

in respect of which a purchase notice has been given and not withdrawn, except the portion of the note not purchased of any note being purchased in part.

        The registered holder of a note will be treated as the owner of it for all purposes.

Replacement of New Securities

        We will replace any New Securities that become mutilated, destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of the mutilated New Securities or evidence of the loss, theft or destruction satisfactory to us and the trustee. In the case of a lost, stolen or destroyed New

49

Securities, indemnity satisfactory to the trustee and us may be required at the expense of the holder of the New Securities before a replacement New Securities will be issued.

Payment of Stamp and Other Taxes

        We will pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of the New Securities. We will not be required to make any payment with respect to any other tax, assessment or governmental charge imposed by any government or any political subdivision thereof or taxing authority thereof or therein.

Book-Entry; Delivery and Form; Global Note

        New Securities will be represented by a single, permanent global note in definitive, fully-registered form without interest coupons. The global note will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.

        Except in the limited circumstances described below, holders of New Securities represented by interests in the global note will not be entitled to receive New Securities in definitive form.

        DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York and a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC (which we refer to as "participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

        Upon the issuance of the global note, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of participants. The accounts to be credited shall be designated by the initial purchasers of such beneficial interests.

        Ownership of beneficial interests in the global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global note will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in the global note other than participants).

        So long as DTC or its nominee is the registered holder and owner of the global note, DTC or such nominee, as the case may be, will be considered the sole legal owner of the New Securities represented by the global note for all purposes under the indenture and the New Securities. Except as set forth below, owners of beneficial interests in the global note will not be entitled to receive New Securities in definitive form and will not be considered to be the owners or holders of any New Securities under the global note. We understand that under existing industry practice, in the event an owner of a beneficial interest in the global note desires to take any actions that DTC, as the holder of the global note, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial

50

owner of an interest in the global note will be able to transfer the interest except in accordance with DTC's applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream.

        Payments of the principal of, premium, if any, and interest on the New Securities represented by the global note registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global note.

        We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of the global note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts of customers registered in the names of nominees for such customers. Such payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global note.

        Unless and until it is exchanged in whole or in part for New Securities in definitive form, the global note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC.

        Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Cross-market transfers between DTC, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels time). Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in the global note from a DTC participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the DTC settlement date, and such credit of any transactions interests in the global note settled during such processing day will be reported to the relevant Euroclear or Clearstream participant on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in the global note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Euroclear or Clearstream cash account only as of the business day following settlement in DTC.

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        We expect that DTC will take any action permitted to be taken by a holder of New Securities (including the presentation of New Securities for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the global note is credited and only in respect of such portion of the aggregate principal amount of the New Securities as to which such participant or participants has or have given such direction. However, if there is an event of default under the New Securities, DTC will exchange the global note for New Securities in definitive form, which it will distribute to its participants. These New Securities in definitive form will be subject to certain restrictions on registration of transfers described under "Notice to Investors," and will bear the legend set forth thereunder.

        Although we expect that DTC, Euroclear and Clearstream will agree to the foregoing procedures in order to facilitate transfers of interests in the global note among participants of DTC, Euroclear, and Clearstream, DTC, Euroclear and Clearstream are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

        If DTC is at any time unwilling to continue as a depositary for the global note and a successor depositary is not appointed by us within 90 days, we will issue New Securities in fully registered, definitive form in exchange for the global note. Such New Securities in definitive form will be subject to certain restrictions on registration of transfers described under "Notice to Investors," and will bear the legend set forth thereunder.

Notices

        Except as otherwise described herein, notice to registered holders of the New Securities will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing.

Concerning the Trustee

        Citibank, N.A. is the trustee, security registrar, paying agent and conversion agent and exchange agent. The trustee is an affiliate of Citigroup Global Markets Inc., the dealer manager in the exchange offer.

        The trustee is under no obligation to exercise any of its powers at the request of any of the holders of the New Securities unless those holders have offered to the trustee security or indemnity satisfactory to it against the cost, expenses and liabilities it might incur as a result. The holders of a majority in principal amount of the New Securities outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or the exercise of any trust or power of the trustee. The trustee will not be liable for any action that it takes or omits to take in good faith in accordance with any such direction.

        If the trustee is one of our creditors, it will be subject to limitations in the indenture on its rights to obtain payment of claims or to realize on some property received from any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign.

DESCRIPTION OF CAPITAL STOCK

        The following descriptions of our common stock and preferred stock summarize the material terms and provision of these types of securities. For the complete terms of our common stock and preferred stock, please refer to our certificate of incorporation, and bylaws, that are incorporated by reference

52

into this prospectus. The terms of these securities may also be affected by the Business Corporation Law of the State of New York. The summary below is qualified in its entirety by reference to our certificate of incorporation, and bylaws.

Authorized Capitalization

        Our capital structure consists of 200,000,000 authorized shares of common stock, par value $.40 per share, and 15,000,000 shares of Class B, par value $.08 per share. We are also authorized to issue up to 25,000,000 shares of Class A preferred stock, par value $1.00 and 10,000 shares of 4% cumulative preferred stock. As of September 25, 2004, an aggregate of 53,150,574 shares of our common stock were issued and outstanding, 319,640 shares of Class B common shares were outstanding and no shares of preferred stock were issued and outstanding.

Common Stock

        The holders of our common stock are entitled to such dividends as our board of directors may declare from time to time from legally available funds subject to the preferential rights of the holders of any shares of our preferred stock that we may issue in the future. The holders of our common stock are entitled to one vote per share on any matter to be voted upon by shareholders, subject to the restrictions described below under the caption "New York Anti-Takeover Law and Our Certificate of Incorporation and Bylaws."

        Our certificate of incorporation does not provide for cumulative voting in connection with the election of directors. Accordingly, directors will be elected by a plurality of the shares voting once a quorum is present. No holder of our common stock has any preemptive right to subscribe for any shares of capital stock issued in the future.

        Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our common stock are entitled to share, on a pro rata basis, all assets remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock that we may issue in the future. All of the outstanding shares of common stock are, and the shares offered by us in this offering will be, fully paid and non-assessable.

Preferred Stock

        No shares of our preferred stock are currently outstanding. Under our certificate of incorporation, our board of directors, without further action by our shareholders, is authorized to issue shares of preferred stock in one or more classes or series. The board may fix or alter the rights, preferences and privileges of the preferred stock, along with any limitations or restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each class or series of preferred stock. The preferred stock could have voting or conversion rights that could adversely affect the voting power or other rights of holders of our common stock. The issuance of preferred stock could also have the effect, under certain circumstances, of delaying, deferring or preventing a change of control of our company. We currently have no plans to issue any shares of preferred stock.

New York Anti-Takeover Law and our Certificate of Incorporation and Bylaws

        We are subject to provisions of the New York Business Corporation Law ("NYBCL") which relate to certain business combinations with an "interested shareholder" and prohibit any person from making a takeover bid for a New York corporation unless certain prescribed disclosure requirements are satisfied.

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        Section 912 of the NYBCL provides, with certain exceptions, that a New York corporation may not engage in a "business combination," such as a merger, consolidation, recapitalization or disposition of stock, with any "interested shareholder" for a period of five years from the date that such persons first became an interested shareholder unless:

(a)

the transaction resulting in a person becoming an interested shareholder, or the business combination, was approved by the board of directors of the corporation prior to that person becoming an interested shareholder,



(b)

the business combination is approved by the holders of a majority of the outstanding voting stock not beneficially owned by such interested shareholder, or



(c)

the business combination meets certain valuation requirements for the stock of the New York corporation.

An "interested shareholder" is defined as any person that

(x)

is the beneficial owner of 20% or more of the outstanding voting stock of a New York corporation or



(y)

is an affiliate or associate of the corporation that at any time during the prior five years was the beneficial owner, directly or indirectly, of 20% or more of the corporation's then outstanding voting stock.

The provisions of Section 912 of the NYBCL apply if and for so long as a New York corporation has a class of securities registered under Section 12 of the Exchange Act.

        Certificate of Incorporation and Bylaws Provisions.    Our certificate of incorporation and bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a shareholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by shareholders. These provisions are summarized in the following paragraphs.

        Classified Board of Directors.    Our certificate of incorporation and bylaws provide for our board to be divided into three classes of directors serving staggered, three year terms. The classification of the board has the effect of requiring at least two annual shareholder meetings, instead of one, to replace a majority of the members of the board of directors.

        Supermajority Voting.    Our certificate of incorporation requires the approval of the holders of at least 66²/3% of our combined voting power to effect certain amendments to our certificate of incorporation. When entering into a transaction with a "5% Shareholder" (as defined in our certificate of incorporation), our certificate of incorporation requires the approval of holders of that amount of our voting stock equal to the sum of (i) the voting power of the shares of our voting stock of which the 5% Shareholder is the beneficial owner, and (ii) a majority of the voting power of the remaining outstanding shares of our voting stock. Our certificate of incorporation requires the approval of the holders of at least 80% of the voting power of our voting stock to amend this provision of our certificate of incorporation. Our bylaws may be amended by either a majority of the board of directors, or the holders of 66²/3% of our voting stock.

        Authorized but Unissued or Undesignated Capital Stock.    Our authorized capital stock consists of 200,000,000 shares of common stock, 15,000,000 shares of Class B Common Stock, 25,000,000 shares of Class A preferred stock and 10,000 shares of 4% cumulative preferred stock. The authorized but unissued stock may be issued by the board of directors in one or more transactions. In this regard, our certificate of incorporation grants the board of directors' broad power to establish the rights and preferences of authorized and unissued Class A preferred stock. The issuance of shares of Class A preferred stock pursuant to the board of director's authority described above could decrease the

54

amount of earnings and assets available for distribution to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delaying, deferring or preventing a change in control. The board of directors does not currently intend to seek shareholder approval prior to any issuance of Class A preferred stock, unless otherwise required by law.

        Special Meetings of Shareholder.    Our bylaws provide that special meetings of our shareholders may be called only by our board of directors.

        Notice Procedures.    Our bylaws establish advance notice procedures with regard to all shareholder proposals to be brought before meetings of our shareholders, including proposals relating to the nomination of candidates for election as directors, the removal of directors and amendments to our certificate of incorporation or bylaws. These procedures provide that notice of such shareholder proposals must be timely given in writing to our Secretary prior to the meeting. Generally, to be timely, notice must be received at our principal executive offices not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year's annual meeting. The notice must contain certain information specified in the bylaws.

        Limitation of Liability.    Our certificate of incorporation and bylaws limit the liability of our directors and officers (in their capacity as directors but not in their capacity as officers) to us or our shareholders to the fullest extent permitted by New York law.

        Indemnification Arrangements.    Our bylaws provide that our directors and officers shall be indemnified and provide for the advancement to them of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by the New York Business Corporation Law. We have entered into indemnification agreements with each of our directors and executive officers that provide them with rights to indemnification and expense advancement to the fullest extent permitted under the New York Business Corporation Law.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is Mellon Investor Services LLC.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of the material U.S. federal income tax considerations relating to the exchange offer and the ownership and disposition of the New Securities and common stock into which the New Securities are convertible, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the opinion of Nixon Peabody LLP as to the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service ("IRS") with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

        This summary is limited to holders who receive the New Securities in exchange for Old Notes pursuant to the exchange offers or, with respect to the discussion under "Consequences of the Exchange Offers—Non-Exchanging Holders," holders who do not exchange their Old Notes pursuant to the exchange offer, and, in each case, who hold the New Securities and the common stock into which the New Securities are convertible as capital assets within the meaning of the Code. This summary also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this summary does not address tax considerations applicable to a holder's

55

particular circumstances or to a holder that may be subject to special tax rules, including, without limitation:

•

banks, insurance companies, or other financial institutions;



•

holders subject to the alternative minimum tax;



•

tax-exempt organizations;



•

dealers in securities or currencies;



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;



•

certain former citizens or long-term residents of the United States;



•

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;



•

persons who hold the New Securities as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction transactions; or



•

persons deemed to sell the New Securities or common stock into which the New Securities are convertible under the constructive sale provisions of the Code.

        If a holder is an entity treated as a partnership for U.S. federal income tax purposes, the tax treatment of each partner of such partnership generally will depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership that holds Old Notes, New Securities or common stock should consult its tax advisors.

        For purposes of this summary, a "U.S. holder" means a beneficial owner of Old Notes or New Securities that is:

•

an individual citizen or resident of the United States;



•

a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;



•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust (1) where both (a) a U.S. court can exercise primary supervision over its administration and (b) one or more U.S. persons have the authority to control all of its substantial decision or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A non-U.S. holder is a beneficial owner of Old Notes or New Securities that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO ITS PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES OF THE EXCHANGE OFFERS AND THE OWNERSHIP AND DISPOSITION OF THE NEW SECURITIES AND THE COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Consequences of the Exchange Offer

Exchanging Holders

        Characterization of the exchange.    Generally, the modification of a debt instrument, whether effected pursuant to an amendment of the terms of a debt instrument or an actual exchange of an existing debt instrument for a new debt instrument, will be treated as an exchange of the existing debt instrument for a new debt instrument for tax purposes (a "Tax Exchange") if there is deemed to be a "significant modification" of the terms of the existing debt instrument as determined for U.S. federal income tax purposes. It is not clear whether the exchange of the Old Notes for the New Securities will be treated as a significant modification of the terms of the Old Notes for U.S. federal income tax purposes. The exchange will be a significant modification of the terms of the Old Notes if, based on all facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are economically significant. We will take the position that the exchange of Old Notes for New Securities will not constitute an exchange for U.S. federal income tax purposes because we believe that the differences between the terms of the Old Notes and the New Securities are not economically significant and, as a result, do not constitute a significant modification of the terms of the Old Notes. By participating in the exchange offer, each holder will be deemed to have agreed pursuant to the indentures governing the New Securities to treat the exchange as not constituting a significant modification of the terms of the Old Notes. There can be no assurance, however, that the IRS will agree that the exchange of Old Notes for New Securities does not constitute a significant modification of the terms of the Old Notes.

        Treatment if exchange does not constitute a significant modification.    If consistent with our position that the exchange of Old Notes for New Securities does not constitute a significant modification of the terms of the Old Notes, there will be no U.S. federal income tax consequences to a holder who exchanges Old Notes for New Securities, and each holder will have the same tax basis and holding period in the New Securities as such holder had in the Old Notes immediately prior to the exchange.

        Treatment if exchange constitutes a significant modification.    If, contrary to our position, the exchange of the Old Notes for New Securities were treated as a significant modification of the terms of the Old Notes, the results for holders are not entirely clear. The exchange might be treated as a tax-free recapitalization for U.S. federal income tax purposes, The proper application of the recapitalization rules to a debt instrument subject to the Treasury regulations applicable to contingent payment debt obligations (the "CPDI Regulations") is unsettled. If the exchange of the Old Notes for New Securities is treated as a Tax Exchange, and if the Tax Exchange is treated as a recapitalization, the Company believes that a holder will nevertheless recognize gain on the exchange of Old Notes for New Securities to the extent of the lesser of (i) the excess of the issue price of the New Securities (generally, their fair market value as of the exchange date) over the holder's adjusted tax basis in the Old Notes and (ii) the fair market value of the excess of the "principal amount" of the New Securities over the "principal amount" of the Old Notes. It is unsettled whether the "principal amount" refers to their face account (in which case no gain would be recognized) or their "issue price" as determined by their trading price. If the latter, substantial gain could be recognized by exchanging holders of old notes; if the former, little or no gain may be recognized. A holder's adjusted tax basis in the Old Notes generally will be its initial purchase price for the Old Notes, increased by any interest income previously accrued by the holder with respect to the Old Notes (determined without regard to any positive or negative adjustments to such interest accruals under the CPDI Regulations), decreased by the amount of any projected payments actually made on the Old Notes, and increased or decreased by the amount of any positive or negative adjustments, respectively, that the holder was required to make as a result of having purchased the Old Notes at a price other than their adjusted issue price. Any gain recognized on the exchange will be treated as ordinary interest income. Any loss realized by a holder on the exchange of Old Notes for New Securities will not be recognized. A holder's basis in any New Securities received in the exchange will equal its basis in the Old Notes, increased by the amount of

57

any gain recognized on the exchange. A holder's holding period for the New Securities will include its holding period for the Old Notes exchanged therefore. The IRS could, however, take positions contrary to the foregoing discussion, in which case the amount, timing and character of a holder's income, gain or loss from such a recapitalization could differ materially from that described above. Whether the exchange would constitute a recapitalization would depend, in part, on whether the Old Notes and the New Securities were treated as "securities" for U.S. federal income tax purposes.

        If either the Old Notes or the New Securities were not treated as securities, the exchange would be a taxable transaction for U.S. federal income tax purposes. In such case, each holder would recognize gain or loss, treating the issue price of the New Securities (generally the "issue price" of the New Securities, as determined by their trading prices, if, as expected, they are considered to be traded on an established market) as the amount realized in the exchange. Any gain would generally be treated as interest income and any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary loss, and the balance as capital loss. The holding period in the New Securities would begin the day after the exchange, and each holder's tax basis in the New Securities generally would equal the issue price of the New Securities (as described above). Because the New Securities should be treated as subject to the CPDI Regulations as was the case with the Old Notes, the Company would need to determine the comparable yield for the New Securities and provide the holders with a projected payment schedule for the New Securities, and the holders would be subject to such consequences with respect to the New Securities as are consistent with the description of the CPDI Regulations contained in the registration statement relating to the Old Notes, including, among other things, a requirement that a U.S. Holder accrue interest in taxable income in each year in excess of the accruals on the New Securities for non-tax purposes and in excess of any contingent interest payments actually received by it in that year, regardless of whether the holder uses the cash or accrual method of tax accounting. Holders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences if the exchange of the Old Notes for New Securities is treated as a "significant modification" of the terms of the Old Notes.

Non-Exchanging Holders

        Holders of Old Notes who do not exchange Old Notes for New Securities in the exchange offers will not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange offers. Such holders will continue to have the same tax basis and holding period in their Old Notes as such holders had immediately prior to the exchange offers.

Agreements Made Pursuant to the Indentures

        Under the indenture governing the New Securities, we will agree, and by acceptance of a beneficial interest in the New Securities, each holder will be deemed to have agreed for U.S. federal income tax purposes: (i) to treat the New Securities as indebtedness that is subject to the Treasury regulations governing contingent payment debt instruments (the "contingent payment debt regulations"); (ii) to be bound by our determination of the applicable comparable yield and projected payment schedule (in the absence of an administrative determination or judicial ruling to the contrary); and (iii) to treat the exchange of Old Notes for New Securities as not constituting a "significant modification" of the terms of the Old Notes.

        The remainder of this summary assumes that for U.S. federal income tax purposes the New Securities will be treated as indebtedness that is subject to the contingent payment debt regulations and that the exchange of the Old Notes for New Securities will not be treated as a "significant modification" of the terms of the Old Notes.

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U.S. Holders

Interest Accruals on the New Securities

        Under the contingent payment debt regulations, a U.S. holder, regardless of its method of accounting for U.S. federal income tax purposes, will be required to accrue interest income on the New Securities on a constant yield basis at an assumed yield (the "comparable yield"), which was determined at the time of issuance of the Old Notes. Accordingly, U.S. holders generally will be required to include interest in income, in each year prior to maturity, in excess of the regular interest payments on the New Securities. The comparable yield for the Old Notes was based on the yield at which we could have issued a nonconvertible fixed rate debt instrument with no contingent payments, but with terms and conditions otherwise similar to those of the Old Notes. We determined the comparable yield to be 8.28% for the Old Notes and, and such comparable yields will continue to apply to the New Securities, assuming the exchange does not constitute a significant modification.

        We prepared a "projected payment schedule" for the Old Notes which represents a series of payments the amount and timing of which produce a yield to maturity equal to their respective comparable yield. The projected payment schedule we prepared for the Old Notes will continue to apply to the New Securities, respectively. Holders that wish to obtain the applicable projected payment schedule for their Notes may do so by submitting a written request for such information to Bausch & Lomb Incorporated, One Bausch Place, Rochester, New York 14604, Attention: Treasurer.

        Neither the comparable yield nor the projected payment schedule that is applicable to any of the New Securities constitutes a projection or representation by us regarding the actual amount that will be paid on such New Securities, or the value at any time of the cash and common stock, if any, into which the New Securities may be converted. Pursuant to the terms of the indentures applicable to the Notes, we and every holder have agreed (in the absence of an administrative determination or judicial ruling to the contrary) to be bound by our determination of the applicable comparable yield and projected payment schedule.

        Based on the comparable yield and the adjusted issue price of the New Securities, a U.S. holder of a New Securities (regardless of its accounting method) will be required to accrue interest as the sum of the daily portions of interest on the New Securities for each day in the taxable year on which the U.S. holder holds the New Securities, adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of any contingent payments on the New Securities (as set forth below). The daily portions of interest in respect of a New Securities are determined by allocating to each day in an accrual period the ratable portion of interest on the New Securities that accrues in the accrual period. The amount of interest on a New Securities that accrues in an accrual period is the product of the comparable yield for the New Securities (adjusted to reflect the length of the accrual period) and the adjusted issue price of the New Securities. The adjusted issue price of a New Securities will be equal to its trading price assuming the New Securities are publicly traded or, in the absence of public trading, the adjusted issue price may be the trading price of the Old Notes immediately prior to the consummation of the exchange offer. The adjusted issue price will be (x) increased by any interest previously accrued on such Old Note or New Securities (disregarding any positive or negative adjustments described below) and (y) decreased by the amount of any projected payments on such Old Note or New Securities for previous accrual periods.

        In addition to the interest accrual discussed above, a U.S. holder will be required to recognize interest income equal to the amount of the excess of actual payments over projected payments (a "positive adjustment") in respect of a New Securities for a taxable year. For this purpose, the payments in a taxable year include the fair market value of property (including our common stock) received in that year. If a U.S. holder receives actual payments that are less than the projected payments in respect of a New Securities for a taxable year, the U.S. holder will incur a "negative adjustment" equal to the amount of such difference. This negative adjustment will (i) first reduce the amount of interest in

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respect of the New Securities that a U.S. holder would otherwise be required to include in income in the taxable year and (ii) to the extent of any excess, will give rise to an ordinary loss equal to that portion of such excess that does not exceed the excess of (A) the amount of all previous interest inclusions under the Old Note or the New Securities over (B) the total amount of the U.S. holder's net negative adjustments treated as ordinary loss on the Old Note or the New Securities in prior taxable years. A net negative adjustment is not subject to the two percent floor limitation imposed on miscellaneous deductions under Section 67 of the Code. Any negative adjustment in excess of the amounts described in clauses (i) and (ii) of the preceding sentence will be carried forward to offset future interest income in respect of the New Securities or to reduce the amount realized on a sale, conversion, exchange, redemption or retirement of the New Securities.

        Further, a U.S. holder whose tax basis in an Old Note or New Securities differs from the adjusted issued price of such note at the time of acquisition must reasonably allocate the difference to (i) daily portions of interest or (ii) the projected payments over the remaining term of such note. An allocation to daily portions of interest should be reasonable to the extent that the difference is due to a change in the yield, at such acquisition date, at which we could issue a nonconvertible fixed rate debt instrument with no contingent payments, but with terms otherwise similar to those of the Old Notes or the New Securities. An allocation to the projected payments should be reasonable to the extent that the anticipated value of our common stock over the remaining term of the Old Note or the New Securities, determined on the basis of the market conditions at the acquisition date, differs from the anticipated value of our common stock, as it had been determined on the basis of market conditions which prevailed at the time of original issuance.

        If a U.S. holder's tax basis in an Old Note or New Securities is greater than the adjusted issue price of such note, the amount of the difference allocated to a daily portion of interest or a projected payment will be treated as a negative adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, the U.S. holder's adjusted tax basis in such note will be reduced by the amount the U.S. holder treats as a negative adjustment. In contrast, if a U.S. holder's tax basis in an Old Note or New Securities is less than the adjusted issue price of such note, the amount of the difference allocated to a daily portion of interest or to a projected payment will be treated as a positive adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, the U.S. holder's adjusted tax basis in such note will be increased by the amount the U.S. holder treats as a positive adjustment. A U.S. holder who purchased Old Notes or New Securities for an amount that is more or less than the adjusted issue price of such New Securities should consult its tax advisors regarding the adjustments described above.

Sale, Conversion, Exchange, Redemption or Retirement of the New Securities

        Upon a sale, conversion, exchange, redemption or retirement of New Securities for cash or a combination of cash and our common stock, a U.S. holder will generally recognize gain or loss equal to the difference between the amount realized on the sale, conversion, exchange, redemption or retirement (including the fair market value of our common stock received, if any) and such U.S. holder's adjusted tax basis in the New Securities. A U.S. holder's adjusted tax basis in New Securities will generally be equal to the U.S. holder's purchase price for the exchanged Old Note, increased by any interest income previously accrued by the U.S. holder (determined without regard to any positive or negative adjustments to interest accruals described above) and decreased by the amount of any projected payments previously made on the Old Note or New Securities to the U.S. holder. A U.S. holder generally will treat any gain as interest income and any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary loss, and the balance as capital loss. The deductibility of capital losses is subject to limitations.

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        A U.S. holder's tax basis in our common stock received upon a conversion of New Securities will equal the then current fair market value of such common stock. The U.S. holder's holding period for the common stock received upon the conversion of New Securities will commence on the day immediately following the date of conversion.

Constructive Dividends

        If at any time we increase the conversion rate, either at our discretion or pursuant to the anti-dilution provisions of the New Securities, the increase may be deemed to be the payment of a taxable dividend to the U.S. holders of the New Securities. Generally, a reasonable increase in the conversion rate in the event of stock dividends or distributions of rights to subscribe for our common stock will not be a taxable dividend.

Distributions on Common Stock

        Distributions paid on our common stock, other than certain pro rata distributions of common shares, will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the U.S. holder and taxable as ordinary income when received. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the U.S. holder's investment, up to the U.S. holder's tax basis in the common stock. Any remaining excess will be treated as a capital gain. Dividends received by a corporate U.S. holder may be eligible for a dividends received deduction, and under current rules, dividends received by a non-corporate U.S. holder generally will be subject to U.S. federal income tax at rates generally applicable to long-term capital gains, provided certain holding period requirements are satisfied.

Sale or Other Disposition of Common Stock

        Gain or loss realized by a U.S. holder on the sale or other disposition of our common stock will be capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the U.S. holder held the common stock for more than one year. The amount of the U.S. holder's gain or loss will be equal to the difference between the U.S. holder's tax basis in the common stock disposed of and the amount realized on the disposition.

Non-U.S. Holders

Payments on the New Securities

        All payments on the New Securities made to a non-U.S. holder, including a payment in cash or a combination of cash and our common stock pursuant to a conversion, exchange, redemption or retirement and any gain realized on a sale of the New Securities, will be exempt from U.S. federal income and withholding tax, provided that:

•

the non-U.S. holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest;



•

the certification requirement described below has been fulfilled with respect to the non-U.S. holder;



•

such payments are not effectively connected with the conduct by such non-U.S. holder of a trade or business in the United States (or, if certain income tax treaties apply, are not attributable to a U.S. permanent establishment); and

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•

in the case of gain realized on the sale, conversion, exchange, redemption or retirement of the New Securities we are not, and have not been within the shorter of the five-year period preceding such sale, conversion, exchange, redemption or retirement and the period the non-U.S. holder held the New Securities, a U.S. real property holding corporation. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

        However, if a non-U.S. holder were deemed to have received a constructive dividend (see "—U.S. Holders—Constructive Dividends" above), the non-U.S. holder generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, on the taxable amount of the dividend. A non-U.S. holder who is subject to withholding tax under such circumstances should consult its own tax advisors as to whether it can obtain a refund for all or a portion of the withholding tax.

        The certification requirement referred to above will be fulfilled if the beneficial owner of a New Securities certifies on IRS Form W-8BEN (or suitable successor form) under penalties of perjury that it is not a U.S. person and provides its name and address.

        If a non-U.S. holder of a New Securities is engaged in a trade or business in the United States, and if payments on the New Securities are effectively connected with the conduct of this trade or business (and, if certain income tax treaties apply, are attributable to a U.S. permanent establishment), the non-U.S. holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a U.S. holder (see "—U.S. Holders" above), except that the non-U.S. holder will be required to provide a properly executed IRS Form W-8ECI (or suitable successor form) in order to claim an exemption from withholding tax. These non-U.S. holders should consult their own tax advisors with respect to other tax consequences of the ownership of the New Securities, including the possible imposition of a 30% branch profits tax.

Distributions on Common Stock

        Dividends paid to a non-U.S. holder of our common stock generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction under an applicable treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide a properly executed IRS Form W-8BEN (or suitable successor form) certifying its entitlement to benefits under a treaty. A non-U.S. holder who is subject to withholding tax under such circumstances should consult its own tax advisors as to whether it can obtain a refund for all or a portion of the withholding tax. If a non-U.S holder of our common stock is engaged in a trade or business in the United States, and if the dividends are effectively connected with the conduct of this trade or business (and, if certain income tax treaties apply, are attributable to a U.S. permanent establishment), the non-U.S. holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a U.S. holder (see "—U.S. Holders" above), except that the non-U.S. holder will be required to provide a properly executed IRS Form W-8ECI (or suitable successor form) in order to claim an exemption from U.S. withholding tax. These non-U.S. holders should consult their own tax advisors with respect to other U.S. federal income tax consequences of the ownership of our common stock, including the possible imposition of a 30% branch profits tax.

Sale or Other Disposition of Common Stock

        A non-U.S holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale or other disposition of our common stock unless:

•

the gain is effectively connected with the conduct by such non-U.S. holder of a trade or business in the United States (and, if certain income tax treaties apply, is attributable to a U.S. permanent establishment);

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•

in the case of a non-U.S. holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met; or



•

we are or have been a U.S. real property holding corporation at any time within the shorter of the five-year period preceding such sale or other disposition and the period the non-U.S. holder held the common stock. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

        If a non-U.S. holder of our common stock is engaged in a trade or business in the United States, and if the gain on the common stock is effectively connected with the conduct of this trade or business (and, if certain income tax treaties apply, is attributable to a U.S. permanent establishment), the non-U.S. holder will generally be taxed in the same manner as a U.S. holder (see "—U.S. Holders" above). These non-U.S. holders should consult their own tax advisors with respect to other tax consequences of the disposition of the common stock, including the possible imposition of a 30% branch profits tax.

Backup Withholding and Information Reporting

        Information returns may be filed with the IRS in connection with payments on the New Securities, the common stock and the proceeds from a sale or other disposition of the New Securities or the common stock. A U.S. holder may be subject to U.S. backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A non-U.S. holder may be subject to U.S. backup withholding tax on these payments unless the non-U.S. holder complies with certification procedures to establish that it is not a U.S. person. The certification procedures required of non-U.S. holders to claim the exemption from withholding tax on certain payments on the New Securities, described above, will generally satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

        We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange $1,000 principal amount of New Securities and the exchange fee for each $1,000 original principal amount of validly tendered and accepted Old Notes. We are offering to exchange any and all of the Old Notes validly tendered. However, the exchange offer is subject to the conditions described in this prospectus.

        You may tender all, some or none of your Old Notes, subject to the terms and conditions of the exchange offer. Holders of Old Notes must tender their Old Notes in a minimum $1,000 original principal amount and multiples thereof.

        The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the exchange offer or the acceptance of the offer would not be in compliance with the securities or blue sky laws of that jurisdiction.

        Our board of directors and officers do not make any recommendation to the holders of Old Notes as to whether or not to exchange all or any portion of their Old Notes. Further, no person has been authorized to give any information or make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as

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having been authorized. You must make your own decision whether to tender your Old Notes for exchange and, if so, the amount of Old Notes to tender.

Expiration Date

        The expiration date for the exchange offer is 5:00 p.m., New York City time, on December 14, 2004, unless we extend the exchange offers. We may extend this expiration date for any reason. The last date on which tenders will be accepted, whether on December 14, 2004 or any later date to which the exchange offer may be extended, is referred to as the expiration date.

Extensions; Amendments

        We expressly reserve the right, in our discretion, for any reason to:

•

delay the acceptance of Old Notes tendered for exchange, for example, in order to allow for the correction of any irregularity or defect in the tender of Old Notes, provided that in any event we will promptly issue New Securities or return tendered Old Notes after expiration or withdrawal of the exchange offer;



•

extend the time period during which the exchange offer is open, by giving oral or written notice of an extension to the holders of Old Notes in the manner described below; during any extension, all Old Notes previously tendered and not withdrawn will remain subject to the exchange offer;



•

waive any condition or amend any of the terms or conditions of the exchange offer, other than the condition that the registration statement becomes effective under the Securities Act; and



•

terminate the exchange offer, as described under "—Conditions for Completion of the Exchange Offer" below.

        If we consider an amendment to the exchange offer to be material, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver in a prospectus supplement, and if required by law, we will extend the exchange offers for a period of five to twenty business days.

        We will promptly give oral or written notice of any extension, amendment, non-acceptance or termination of the offers to the holders of the Old Notes. In the case of any extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. In the case of an amendment, we will issue a press release or other public announcement.

Procedures for Tendering Old Notes

        In order to exchange for New Securities, you must tender Old Notes, together with a properly completed letter of transmittal and the other agreements and documents describe in the letter of transmittal prior to the expiration date. Your tender to us of Old Notes and our acceptance of your tender on the expiration date will constitute a binding agreement between you and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

        Tender of Old Notes Held Through a Custodian.    If you beneficially own Old Notes that are held of record by a custodian bank, depository institution, broker, dealer, trust company or other nominee in "street name", you will need to follow the instructions in the letter of transmittal on how to instruct the record holder to tender the Old Notes on your behalf. Your custodian will provide you with its instruction letter, which you must use to give these instructions.

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        Tender of Old Notes Held Through DTC.    Any beneficial owner of Old Notes held of record by The Depository Trust Company, or DTC, or its nominee, through authority granted by DTC, may direct the DTC participant through which the beneficial owner's Old Notes are held in DTC, to tender on such beneficial owner's behalf. To effectively tender Old Notes that are held through DTC, DTC participants should transmit their acceptance through the Automated Tender Offer Program, or ATOP, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message to the exchange agent for its acceptance. Delivery of tendered Old Notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. No letters of transmittal will be required to tender Old Notes through ATOP.

        In addition, the exchange agent must receive:

•

a completed and signed letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system indicating the principal amount of Old Notes to be tendered and any other documents, if any, required by the letter of transmittal; and



•

prior to the expiration date, a confirmation of book-entry transfer of such Old Notes, into the exchange agent's account at DTC, in accordance with the procedure for book-entry transfer described below; or



•

the holder must comply with the guaranteed delivery procedures described below.

        Your Old Notes must be tendered by book-entry transfer. The exchange agent will establish an account with respect to the Old Notes for purposes of the exchange offer. Any financial institution that is a participant in DTC must make book-entry delivery of Old Notes by having DTC transfer such Old Notes into the exchange agent's relevant account at DTC in accordance with DTC's procedures for transfer. Although your Old Notes will be tendered through the DTC facility, the letter of transmittal, or facsimile, or an electronic confirmation pursuant to DTC's ATOP system, with any required signature guarantees and any other required documents, if any, must be transmitted to and received or confirmed by the exchange agent at its address set forth below under "—Exchange Agent", prior to 5:00 p.m., New York City time, on the expiration date of the exchange offers. You or your broker must ensure that the exchange agent receives an agent's message from DTC confirming the book-entry transfer of your Old Notes. An agent's message is a message transmitted by DTC and received by the exchange agent that forms a part of the book-entry confirmation which states that DTC has received an express acknowledgement from the participant in DTC tendering Old Notes that such participant agrees to be bound by the terms of the letter of transmittal. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

        If you are an institution that is a participant in DTC's book-entry transfer facility, you should follow the same procedures that are applicable to persons holding Old Notes through a financial institution.

        Do not send letters of transmittal or other exchange offer documents to us or to Citigroup Global Markets Inc., the dealer manager.

        It is your responsibility to ensure that all necessary materials get to Citibank, N.A., the exchange agent, before the expiration date. If the exchange agent does not receive all of the required materials before the expiration date, your Old Notes will not be validly tendered.

        We will have accepted the validity of tendered Old Notes if and when we give oral or written notice to the exchange agent. The exchange agent will act as the tendering holders' agent for purposes of receiving the New Securities from us. If we do not accept any tendered Old Notes for exchange because of an invalid tender or the occurrence of any other event, the exchange agent will return those

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Old Notes to you without expense, promptly after the expiration date via book-entry transfer through DTC.

Binding Interpretation

        We will determine in our sole discretion, all questions as to the validity, form, eligibility and acceptance of Old Notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in our reasonable judgment be unlawful. We also reserve the absolute right to waive any defects or irregularities in the tender of Old Notes. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within such reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification. We may delegate our authority in these matters to the exchange agent. Our determination will be final and binding.

Acceptance of Old Notes for Exchange; Delivery of New Securities

        Once all of the conditions to the exchange offers are satisfied or waived, we will accept, promptly after the expiration date, all Old Notes properly tendered, and will issue the New Securities promptly after acceptance of the Old Notes. The discussion under the heading "—Conditions for Completion of the Exchange Offer" provides further information regarding the conditions to the exchange offer. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered Old Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly after giving such notice.

        In all cases, issuance of New Securities for Old Notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of:

•

a timely submitted tender of the Old Notes; or



•

a timely book-entry confirmation of such Old Notes into the exchange agent's account at the DTC book-entry transfer facility; and



•

a properly completed and duly executed letter of transmittal or an electronic confirmation of the submitting holder's acceptance through DTC's ATOP system; and



•

all other required documents, if any.

Return of Old Notes Not Accepted for Exchange

        If we do not accept any tendered Old Notes for any reason set forth in the terms and conditions of the exchange offer, or if Old Notes are submitted for a greater principal amount than the holder desires to exchange will be promptly returned, without expense, to the tendering holder after the expiration or termination of the exchange offer. Any unaccepted or non-exchanged Old Notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility will be returned in accordance with the book-entry procedures described above, and the Old Notes that are not to be exchanged will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

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Guaranteed Delivery Procedures

        If you desire to tender your Old Notes and you cannot complete the procedures for book-entry transfer set forth above on a timely basis, you may still tender your Old Notes if:

•

your tender is made through an eligible institution;



•

prior to the expiration date, the exchange agent received from the eligible institution a properly completed and duly executed letter of transmittal, or a facsimile of such letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, that:

        (1)   sets forth the name and address of the holder of the Old Notes tendered;

        (2)   states that the tender is being made thereby; and

        (3)   guarantees that within three trading days after the expiration date a book-entry confirmation and any other documents required by the letter of transmittal, if any, will be deposited by the eligible institution with the exchange agent; and

•

book-entry confirmation and all other documents, if any, required by the letter of transmittal are received by the exchange agent within three trading days after the expiration date.

Withdrawal Rights

        You may withdraw your tender of Old Notes at any time prior to 5:00 p.m., New York City time, on the expiration date. In addition, if we have not accepted your tendered Old Notes for exchange, you may withdraw your Old Notes after December 31, 2004.

        For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, set forth below under the heading "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

•

specify the name of the person who tendered the Old Notes to be withdrawn;



•

contain a statement that you are withdrawing your election to have your Old Notes exchanged;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees; and



•

if you have tendered your Old Notes in accordance with the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility.

Conditions for Completion of the Exchange Offer

        Notwithstanding any other provisions of this exchange offer, we will not be required to accept for exchange any Old Notes tendered, and we may terminate or amend these offers if any of the following conditions precedent to the exchange offer is not satisfied, or is reasonably determined by us not to be satisfied, and, in our reasonable judgment and regardless of the circumstances giving rise to the failure of the condition, the failure of the condition makes it inadvisable to proceed with the offers or with the acceptance for exchange or exchange and issuance of the New Securities:

•

No action or event shall have occurred, failed to occur or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall

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have been enacted or deemed applicable to the exchange offer, by or before any court or governmental, regulatory or administrative agency, which either:

•

challenges the making of the exchange offer or the exchange of Old Notes under the exchange offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offer or the exchange of Old Notes under the exchange offer, or



•

in our reasonable judgment, could materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of us and our subsidiaries, taken as a whole, or would be material to holders of Old Notes in deciding whether to accept the exchange offer.



•

(a)  Trading generally shall not have been suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the National Association of Securities Dealers, Inc.; (b) there shall not have been any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market; (c) no general banking moratorium shall have been declared by federal or New York authorities; or (d) there shall not have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if the effect of any such outbreak, escalation, declaration, calamity or emergency has a reasonable likelihood to make it impractical or inadvisable to proceed with completion of the exchange offer.



•

The Trustee with respect to the Old Notes shall not have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of the exchange offer, the exchange of Old Notes under the exchange offer, nor shall the Trustee or any holder of Old Notes have taken any action that challenges the validity or effectiveness of the procedures used by us in making the exchange offers or the exchange of the Old Notes under the exchange offer.

        In addition, prior to the expiration date, we reserve the right to terminate, withdraw or amend the exchange offer in our sole discretion for any or no reason.

        All of the foregoing conditions are for our sole benefit and we may waive any or all of them, in whole or in part, in our sole discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding. In addition, the registration statement to the registration statement covering the New Securities must be effective under the Securities Act, and we may not waive this condition.

        If any of the foregoing conditions are not satisfied, we may, at any time before the expiration of the exchange offers:

•

terminate the exchange offer and return all tendered Old Notes to the holders thereof;



•

modify, extend or otherwise amend the exchange offer and retain all tendered Old Notes until the expiration date, as may be extended, subject, however, to the withdrawal rights described in "Withdrawal Rights", above; or



•

waive the unsatisfied conditions and accept all Old Notes tendered and not previously withdrawn.

        Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the exchange offers which, if not complied with or obtained, would have a material adverse effect on us.

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Fees and Expenses

        Citigroup Global Markets Inc. is acting as the dealer manager in connection with the exchange offers. Citigroup Global Markets Inc.'s fee will be calculated based on the principal amount of Old Notes tendered. Based on the fee structure, if all of the Old Notes are exchanged in the exchange offers, the dealer manager will receive an aggregate fee of approximately $480,000. The dealer manager will also be reimbursed for its reasonable out-of-pocket expenses incurred in connection with the exchange offers (including reasonable fees and disbursements of counsel) up to $50,000, whether or not the transactions close. The fees will be payable upon completion of the exchange offer

        We have agreed to indemnify Citigroup Global Markets Inc. against specified liabilities relating to or arising out of the offer, including civil liabilities under the federal securities laws, and to contribute to payments which Citigroup Global Markets Inc. may be required to make in respect thereof. Citigroup Global Markets Inc. may from time to time hold Old Notes and our common stock in its proprietary accounts, and to the extent it owns Old Notes in these accounts at the time of the exchange offers, Citigroup Global Markets Inc. may tender these Old Notes. In addition, Citigroup Global Markets Inc. may hold and trade New Securities in its proprietary accounts following the exchange offers.

        We have retained Georgeson Shareholder Communications Inc. to act as our information agent, and Citibank N.A. to act as the exchange agent in connection with the exchange offers. The information agent may contact holders of Old Notes by mail, telephone, facsimile transmission and personal interviews and may request brokers, dealers and other nominee Old Note holders to forward materials relating to the exchange offers to beneficial owners. The information agent and the exchange agent will receive an aggregate of approximately $22,500 in compensation for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against liabilities in connection with their services, including liabilities under the federal securities laws.

        Neither the information agent nor the exchange agent has been retained to make solicitations or recommendations. The fees they receive will not be based on the principal amount of Old Notes tendered under the exchange offers.

        We will not pay any fees or commissions to any broker or dealer, or any other person, other than Citigroup Global Markets Inc. for soliciting tenders of Old Notes under the exchange offers. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

Conditions

        The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, or may be waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time, and from time to time.

        In addition, we will not accept for exchange any Old Notes tendered, and no New Securities will be issued in exchange for any such Old Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

LEGAL MATTERS

        The validity of the New Securities and the share of our common stock issuable upon conversion of the New Securities has been passed upon for us by Robert B. Stiles, our Senior Vice President and General Counsel. Nixon Peabody LLP has advised the Company on the tax matters described in this

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prospectus. Certain legal matters will be passed upon for the dealer manager by Mayer, Brown, Rowe & Maw LLP, Chicago, Illinois.

        Mr. Stiles directly owns 5,061 shares of our common stock and indirectly owns 40 shares of our common stock held for minor children. Mr. Stiles is the beneficial owner of options to purchase 143,820 shares of our Class B stock granted under our 1990 Stock Incentive Plan, of which 118,821 are currently exercisable, and options to purchase 20,000 shares of our common stock granted under our 2003 Long Term Incentive Plan, none of which are currently exercisable. Mr. Stiles also holds 6,840 shares of Class B stock and 3,000 shares of restricted stock subject to vesting requirements. Under our 401(k) plan, Mr. Stiles is the beneficial owner of 2,828 shares of our common stock. Pursuant to our By-laws, we are required to indemnify Mr. Stiles to the fullest extent permitted by New York law against any expenses actually and reasonably incurred by him in connection with any action, suit or proceeding in which he is made party by reason of his being an officer of the company. We also maintain directors' and officers' liability insurance under which Mr. Stiles is insured against certain expenses and liabilities.

EXPERTS

        The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 27, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

        We file reports, proxy statements and other information with the SEC. Our SEC filings are available at the SEC's website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the public reference facility maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for more information about the public reference room and its copy charges. Our common stock is listed and traded on the New York Stock Exchange. You may also inspect the information we file with the SEC at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

DOCUMENTS INCORPORATED BY REFERENCE

        We incorporate by reference the documents listed below:

•

our Annual Report on Form 10-K for the fiscal year ended December 27, 2003;



•

our Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2004;



•

our Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2004;



•

our Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2004; and



•

our definitive Proxy Statement for the 2003 Annual Meeting of Shareholders, filed March 25, 2004 (except those portions excluded under Section 14 and the Commission rules under that section.

        We also incorporate by reference any filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but before the end of the offering made by this prospectus. Statements contained in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all respects by such reference.

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        This prospectus incorporates by reference documents that are not presented in this prospectus or delivered with this prospectus. You may request a copy of any filings referred to above, excluding exhibits, at no cost, by writing or telephoning us at the following address: Bausch & Lomb Incorporated, One Bausch & Lomb Place, Rochester, New York 14604-2701, Attention: Investor Relations (telephone 585-338-5757) or you may locate the material on our website http:/www.bausch.com.

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BAUSCH & LOMB
INCORPORATED

OFFER TO EXCHANGE

2004 Senior Convertible Securities due 2023
and an Exchange Fee
for all our outstanding
Floating Rate Convertible Senior Notes Due 2023

The Exchange Agent for the Exchange Offer is:

CITIBANK, N.A.

By Hand: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10043 Attention: Sebastian Andrieszyn	By Mail: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attention: Sebastian Andrieszyn
By Overnight Mail or Courier: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attention: Sebastian Andrieszyn	By Facsimile: (212) 657-1020 (For Eligible Institutions Only) Confirm by Telephone: (212) 657-9055

        Questions or request for assistance or additional copies of this prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery or other documents may be directed to the Information Agent at the address set forth below.

The Information Agent for the Exchange Offer is:

Georgeson Shareholder Communications Inc.

17 State Street, 10^th Floor
New York, NY 10004
(866) 873-6981 (Toll Free)

Banks and Brokerage Firms please call:
(212) 440-9800

The Dealer Manager for the Exchange Offer is:
Citigroup

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

        The New York Business Corporation Law ("BCL") provides that directors and officers of a New York corporation may be indemnified under certain circumstances against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred by them in disposing of actions to which they are a party or are threatened to be made a party by reason of acting as directors or officers if such persons acted in good faith in a manner which they reasonably believed to be in the best interests of the corporation, and, in the case of criminal proceedings, had no reasonable cause to believe that their conduct was unlawful. The By-laws of the company provide for indemnification of directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any such matter. The company's restated Certificate of Incorporation, as amended, eliminates the potential personal monetary liability of the company's directors to the company or its shareholders for breaches of their duties as directors except as otherwise required under the BCL.

        The company has purchased insurance under a policy that insures both the company and its officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above. The BCL expressly permits New York corporations to purchase such insurance.

Item 21. Exhibits and Financial Statement Schedules

Number	Description
4.1	Indenture, dated as of September 1, 1991 between Bausch & Lomb Incorporated and Citibank, N.A., as Trustee (filed as Exhibit 4(a) to Bausch & Lomb's Registration Statement on Form S-3, No. 33-42858 and incorporated herein by reference).
4.2	Supplemental Indenture No. 1, dated May 13, 1998, between Bausch & Lomb Incorporated and Citibank, N.A. (filed as Exhibit 3.1 to Bausch & Lomb's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
4.3	Supplemental Indenture No. 2, dated as of July 29, 1998, between Bausch & Lomb Incorporated and Citibank N.A. (filed as Exhibit 3.2 to Bausch & Lomb's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
4.4	Supplemental Indenture No. 3, dated as of November 21, 2002, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.7 to Bausch & Lomb's Current Report on Form 8-K, dated November 19, 2002, File No. 1-4105, and incorporated herein by reference).
4.5	Supplemental Indenture No. 4, dated August 1, 2003, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.1 to Bausch & Lomb's Current Report on Form 8-K, dated August 6, 2003, File No. 1-4105, and incorporated herein by reference).
4.6	Supplemental Indenture No. 5, dated August 4, 2003, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.2 to Bausch & Lomb's Current Report on Form 8-K, dated August 6, 2003, File No. 1-4105, and incorporated herein by reference).
4.7	Form of Supplemental Indenture No. 6, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note.

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5.1	Opinion of Robert B. Stiles, Senior Vice President and General Counsel of the company, regarding the legality of the notes and common stock being registered.
8.1	Opinion of Nixon Peabody LLP as to tax matters.
12.1	Computation of Earnings to Fixed Charges
23.1	Consent of Robert B. Stiles, Senior Vice President and General Counsel of the company (included as part of Exhibit 5.1).
23.2	Consent of Nixon Peabody LLP (included as part of Exhibit 8.1)
23.3	Consent of PricewaterhouseCoopers LLP.
24.1	Powers of Attorney.
26.1	Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of Citibank, N.A., as Trustee.
99.1	Dealer Manager Agreement, dated November 15, 2004, between Bausch & Lomb Incorporated and Citigroup Global Markets Inc.
99.2	Form of Letter of Transmittal
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
99.4	Form of Notice of Guaranteed Delivery
99.5	Form of Letter to Customers
99.6	Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9

Item 17. Undertakings

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, or otherwise, the company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of the company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes:

        (1)   For purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

        (2)   To respond to requests for information that is incorporated by reference in to the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (3)   To supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, New York, on the 15th day of November, 2004.

BAUSCH & LOMB INCORPORATED
By:	/s/  STEPHEN C. MCCLUSKI Title: Senior Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RONALD L. ZARRELLA Ronald L. Zarrella	Director, Chairman and Chief Executive Officer (Principal Executive Officer)	November 15, 2004
/s/ STEPHEN C. MCCLUSKI Stephen C. McCluski	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 15, 2004
* Alan M. Bennett	Director	November 15, 2004
* Domenico DeSole	Director	November 15, 2004
* Paul A. Friedman, M.D.	Director	November 15, 2004
* Jonathan S. Linen	Director	November 15, 2004
* Ruth R. McMullin	Director	November 15, 2004
* John R. Purcell	Director	November 15, 2004

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* Linda Johnson Rice	Director	November 15, 2004
* William H. Waltrip	Director	November 15, 2004
* Barry L. Wilson	Director	November 15, 2004
* Kenneth L. Wolfe	Director	November 15, 2004

*By:
/s/  ROBERT B. STILESAttorney in fact
November 15, 2004

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Exhibit Index

Number	Description
4.1	Indenture, dated as of September 1, 1991 between Bausch & Lomb Incorporated and Citibank, N.A., as Trustee (filed as Exhibit 4(a) to Bausch & Lomb's Registration Statement on Form S-3, No. 33-42858 and incorporated herein by reference).
4.2	Supplemental Indenture No. 1, dated May 13, 1998, between Bausch & Lomb Incorporated and Citibank, N.A. (filed as Exhibit 3.1 to Bausch & Lomb's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
4.3	Supplemental Indenture No. 2, dated as of July 29, 1998, between Bausch & Lomb Incorporated and Citibank N.A. (filed as Exhibit 3.2 to Bausch & Lomb's Current Report on Form 8-K, dated July 24, 1998, File No. 1-4105, and incorporated herein by reference).
4.4	Supplemental Indenture No. 3, dated as of November 21, 2002, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.7 to Bausch & Lomb's Current Report on Form 8-K, dated November 19, 2002, File No. 1-4105, and incorporated herein by reference).
4.5	Supplemental Indenture No. 4, dated August 1, 2003, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.1 to Bausch & Lomb's Current Report on Form 8-K, dated August 6, 2003, File No. 1-4105, and incorporated herein by reference).
4.6	Supplemental Indenture No. 5, dated August 4, 2003, between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note (filed as Exhibit 4.2 to Bausch & Lomb's Current Report on Form 8-K, dated August 6, 2003, File No. 1-4105, and incorporated herein by reference).
4.7	Form of Supplemental Indenture No. 6, dated between Bausch & Lomb Incorporated and Citibank N.A., including form of Global Note.
5.1	Opinion of Robert B. Stiles, Senior Vice President and General Counsel of the company, regarding the legality of the notes and common stock being registered (included herewith).
8.1	Opinion of Nixon Peabody LLP as to tax matters (included herewith).
12.1	Computation of Earnings to Fixed Charges (included herewith).
23.1	Consent of Robert B. Stiles, Senior Vice President and General Counsel of the company (included as part of Exhibit 5.1).
23.2	Consent of Nixon Peabody LLP (included as part of Exhibit 8.1)
23.3	Consent of PricewaterhouseCoopers LLP (included herewith).
24.1	Powers of Attorney (included herewith).
26.1	Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of Citibank, N.A., as Trustee.
99.1	Dealer Manager Agreement, dated November 15, 2004, between Bausch & Lomb Incorporated and Citigroup Global Markets Inc.
99.2	Form of Letter of Transmittal
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
99.4	Form of Notice of Guaranteed Delivery
99.5	Form of Letter to Customers
99.6	Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9

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QuickLinks

TABLE OF CONTENTS
SUMMARY
IMPORTANT NOTICE TO READERS
RISK FACTORS
FORWARD-LOOKING STATEMENTS
BAUSCH & LOMB INCORPORATED
PRICE RANGE OF COMMON STOCK; DIVIDENDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF THE NEW SECURITIES
DESCRIPTION OF CAPITAL STOCK
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
THE EXCHANGE OFFER
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Exhibit Index

EX-4.7

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Exhibit 4.7

BAUSCH & LOMB INCORPORATED

Sixth Supplemental Indenture

Dated as of December     , 2004

Citibank, N.A.,
Trustee

2004 Senior Convertible Securities due 2023

ARTICLE 1    2004 SENIOR CONVERTIBLE SECURITIES DUE 2023			1
	Section 1.01	Establishment	1
	Section 1.02	Definitions	2
	Section 1.03	Payment of Principal and Interest	7
	Section 1.04	Denominations	10
	Section 1.05	Global Securities	10
	Section 1.06	Redemption at the Option of the Company	10
	Section 1.07	Purchase at the Option of the Holder Upon a Fundamental Change	11
	Section 1.08	Purchase of Senior Convertible Notes at the Option of the Holder	12
	Section 1.09	Further Conditions and Procedures for Purchase Upon a Fundamental Change and Purchase at the Option of the Holder	12
	Section 1.10	Conversion of Senior Convertible Notes	16
	Section 1.11	Additional Events of Default; Withholding Notice; Rescission	26
	Section 1.12	Amendment; Supplement; and Waiver	26
	Section 1.13	Register of Securities; Paying Agent; Conversion Agent	27
	Section 1.14	Calculations in Respect of the 2004 Senior Convertible Notes	27
	Section 1.15	Tax Treatment	28
	Section 1.16	Transfer and Exchange	28
ARTICLE 2    MISCELLANEOUS PROVISIONS			30
	Section 2.01	Recitals by the Company	30
	Section 2.02	Ratification and Incorporation of Original Indenture	30
	Section 2.03	Executed in Counterparts	30
	Section 2.04	Governing Law	30

Exhibit A	Form of Floating Rate Convertible Senior Note
Exhibit B	Certificate of Authentication of Floating Rate Convertible Senior Note
Exhibit C	Projected Payment Schedule
Exhibit D	Table of Additional Shares

(1)

This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

i

        THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the    day of December 2004, by and between BAUSCH & LOMB INCORPORATED, a corporation duly organized and existing under the laws of the State of New York (herein referred to as the "Company", which term includes any successor Person under the Indenture hereinafter referred to) having its principal office at One Bausch & Lomb Place, Rochester, New York 14604 and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee", which term includes any successor trustee under the Indenture).

W I T N E S S E T H:

        WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003 (the "Original Indenture"), with the Trustee;

        WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as may be amended and supplemented to the date hereof, including by this Sixth Supplemental Indenture, is herein called the "Indenture";

        WHEREAS, under the Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;

        WHEREAS, the Company hereby proposes to create under the Indenture a new series of Securities;

        WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified;

        WHEREAS, the Company will offer to exchange all of its Floating Rate Convertible Senior Notes due 2023, issued pursuant to the Original Indenture, for the 2004 Senior Convertible Notes issuable hereunder, together with an exchange fee of $2.50 per $1,000 of original principal amount, as described in the Registration Statement; and

        WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

2004 SENIOR CONVERTIBLE SECURITIES DUE 2023

        SECTION 1.01    Establishment.    There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company's 2004 Senior Convertible Securities due 2023 (the "2004 Senior Convertible Notes").

        There are to be authenticated and delivered up to $160,000,000 principal amount of the 2004 Senior Convertible Notes, in an amount equal to the aggregate original principal amount of the Company's Floating Rate Convertible Senior Notes due 2023 accepted for exchange in the Exchange Offer, and no further Senior Convertible Notes shall be authenticated and delivered except as provided by Section 304, 305, 306, 906 or 1106 of the Original Indenture, the last paragraph of Section 301 thereof, Section 1.09(f) hereof and Section 1.10(c)(iv) hereof. The 2004 Senior Convertible Notes shall be issued in fully registered form without coupons.

        The 2004 Senior Convertible Notes shall be in substantially the form set out in Exhibit A hereto, and the form of the Trustee's Certificate of Authentication for the 2004 Senior Convertible Notes shall be in substantially the form set forth in Exhibit B hereto.

        Each 2004 Senior Convertible Note shall be dated the date of authentication thereof and shall bear interest from August 1, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

        The 2004 Senior Convertible Notes issued on the date hereof will be: (i) offered and issued by the Company in exchange for the Company's Floating Rate Convertible Senior Notes due 2023 issued pursuant to the Fifth Supplemental Indenture in accordance with the terms of an issuer tender offer filed with the Securities and Exchange Commission, and (ii) registered for such exchange on a Registration Statement on Form S-4 filed with the Securities and Exchange Commission.

        SECTION 1.02    Definitions.    The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below for purposes of the 2004 Senior Convertible Notes. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

        "Accreted Principal Amount" has the meaning provided in Section 1.03(c).

        "Additional Shares" means the additional shares of Common Stock increasing the Conversion Rate in the event of a Cash Take-Over Transaction as set forth in Section 1.10(g)(vii).

        "Business Day" means, with respect to any security (including the 2004 Senior Convertible Notes), any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York or a day on which the Corporate Trust Office of the Trustee is closed.

        "Calculation Agent" means Citibank, N.A. and any successor Calculation Agent hereunder.

        "Cash Take-Over Transaction" means a Change of Control described in clause (ii) of the definition of Change of Control where 10% or more of the consideration for the Common Stock in the transaction consists of cash or securities or other property which are not Publicly Traded Securities.

        "Change of Control" will be deemed to have occurred when:

        (i)    any "person" or "group" within the meaning of Section 13(d) and 14(d) of the Exchange Act other than the Company, its subsidiaries or its or their employee benefit plans, is or becomes the direct or indirect ultimate "beneficial owner," as defined in Rule 13d-3 and 13d-5 under the Exchange Act, of the Company's common equity representing more than 50% of the combined voting power of the Company's then outstanding common equity entitled to vote generally in the election of directors;

        (ii)   consummation of any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be reclassified into or exchanged into cash, securities or other property or any sale, assignment, conveyance, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or one or more of its subsidiaries; provided, however, that a transaction where the Holders of the Company's common equity immediately prior to such transaction have directly or indirectly, more than 50% of the combined voting power of all classes of common equity then outstanding of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event, in substantially the same respective proportions as immediately prior to such transaction, shall not be a Change of Control; or

2

        (iii)  any time the Continuing Members of the Company's Board of Directors do not constitute a majority of the Company's Board of Directors (or any successor corporation thereto) where a Continuing Member is, as of any date of determination, any member of the Company's Board of Directors who: (i) was a member of the Board of Directors as of the date of this Sixth Supplemental Indenture, or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Members who were members of the Board of Directors at the time of such nomination or election.

        A Change of Control will not be deemed to have occurred in respect of clauses (i) and (ii) above, however, if either:

        (i)    the Closing Sale Price of the Common Stock for any five Trading Days within the 10 consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of a Change of Control (in the case of a Change of Control under clause (ii) above), equals or exceeds 110% of the accreted Conversion Price of the 2004 Senior Convertible Notes in effect on the date of the Change of Control or the public announcement thereof, or

        (ii)   at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Change of Control consists of Publicly Traded Securities and as a result of this transaction or transactions the 2004 Senior Convertible Notes become convertible into cash in the amount of the Principal Return and such Publicly Traded Securities, excluding cash payments for fractional shares.

        For purposes of this Sixth Supplemental Indenture the term capital stock of any Person means any and all shares (including ordinary shares or American Depositary Shares), interests, participations, or other equivalents, however designated, of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

        "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

        "Closing Sale Price" of the Common Stock on any Trading Day means the last reported per share sale price (or if the last sale price is not reported, the average of the high and low sale prices) on such date as reported on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, such other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the "Closing Sale Price" will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the "Closing Sale Price" will be the average of the mid-point of the last bid and asked prices for the Common Stock on the relevant date quoted by each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

        "Common Stock" means the common stock, $0.40 par value, of the Company.

        "Company Purchase Notice" has the meaning provided in Section 1.09(a) hereof.

        "Company Purchase Notice Date" has the meaning provided in Section 1.09(a) hereof.

        "Contingent Interest" has the meaning provided in Section 1.03(e).

        "Conversion Agent" means the Trustee or such other office or agency designated by the Company where Senior Convertible Notes may be presented for conversion.

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        "Conversion Date" has the meaning provided in Section 1.10(c)(i) hereof.

        "Conversion Price" means $1,000 divided by the Conversion Rate.

        "Conversion Rate" has the meaning provided in Section 1.10(b) hereof.

        "Conversion Settlement Reference Period" means the ten Trading Day period beginning on the third Trading Day immediately following the Conversion Date, or with respect to any 2004 Senior Convertible Note which has previously selected for redemption by the Company pursuant to Section 1.06 hereof, the ten Trading Day period beginning on the third Trading Day immediately following the related Redemption Date.

        "Conversion Value" means the product of: (x) the Conversion Rate and (y) the average Closing Sale Price of the Common Stock during the Conversion Settlement Reference Period.

        "Current Market Price" per share of Common Stock on any day means the average of the daily Closing Sale Price per share for the ten consecutive Trading Days ending not later than the earlier of: the day in question (including upon the occurrence of a Fundamental Change), and the day before the "ex date" with respect to the distribution requiring such computation. As used herein, the term "ex date," when used with respect to any distribution, shall mean the first date on which the Common Stock trades regular way on the exchange or in the market in which the security trades without the right to receive such distribution.

        "Daily Share Amount" means for each $1,000 Original Principal Amount of the 2004 Senior Convertible Notes on each Trading Day an amount equal to the greater of: (a) zero or (b) the number of shares of Common Stock equal to (i) the difference of (x) the product of the Closing Sale Price on such Trading Day and the applicable Conversion Rate minus (y) the Accreted Principal Amount, divided by (ii) the product of ten (10) and the Closing Sale Price on such Trading Day.

        "Definitive Securities" has the meaning provided in Section 1.05(a).

        "Depository" means DTC, ClearStream or Euroclear, as applicable.

        "Determination Date" means the second London Business Day immediately preceding the applicable Interest Reset Date.

        "DTC" means The Depository Trust Company, a limited-purpose trust company organized under the New York Banking Law.

        "Effective Date" means the date on which a Cash Take-Over Transaction becomes effective or is consummated.

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

        "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

        "Exchange Offer" means the offer of the Company to exchange its outstanding Senior Convertible Notes for an equal principal amount of 2004 Senior Convertibles Notes and an exchange fee of $2.50 for each principal amount of validly tendered Senior Convertible Notes, as described in the Registration Statement.

        "Expiration Time" has the meaning provided in Section 1.10(g)(vi) hereof.

        "Fifth Supplemental Indenture" means the Original Indenture as amended through the Fifth Supplemental Indenture, dated August 4, 2003, pursuant to which the Senior Convertible Notes were issued.

        "Fundamental Change" will be deemed to have occurred at any time after the Original Issue Date upon a Change of Control or a Termination of Trading.

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        "Fundamental Change Purchase Date" has the meaning provided in Section 1.07(a) hereof.

        "Fundamental Change Purchase Notice" has the meaning provided in Section 1.07(b)(i) hereof.

        "Fundamental Change Purchase Price" has the meaning provided in Section 1.07(a) hereof.

        "Interest Payment Date" means each February 1 and August 1 of each year, commencing February 1, 2005.

        "interest period" means any six-month period from February 1 to July 31 and August 1 to January 31, as appropriate, commencing with the six-month period beginning August 1, 2004.

        "Interest Reset Date" has the meaning provided in Section 1.03(a).

        "LIBOR Business Day" means any day other than Saturday or Sunday or a day on which banking institutions or trust companies in the City of New York are required or authorized to close and that is also a London Business Day."

        "London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London Interbank market.

        "Net Share Amount" has the meaning provided in Section 1.10(b)(ii) hereof.

        "Option Exercise Date" has the meaning provided in Section 1.03(h) hereof.

        "Original Issue Date" means December    , 2004.

        "Original Principal Amount" shall mean up to $160,000,000, being the original principal amount of the 2004 Senior Convertible Notes exchanged for the Senior Convertible Notes pursuant to the Exchange Offer.

        "Principal Return" has the meaning provided in Section 1.10(b)(i) hereof.

        "Public Acquirer Change of Control" means any event constituting a Cash Take-Over Transaction that would otherwise result in an increase of the Conversion Rate pursuant to Section 1.10(g)(vii) where the acquirer has Public Acquirer Common Stock and an election is made pursuant to Section 1.10(g)(viii).

        "Public Acquirer Common Stock" means any class of common stock which constitute Publicly Traded Securities issued by the acquirer in a Public Acquirer Change of Control or by: (a) a direct or indirect majority-owned subsidiary of the acquirer, or (b) a corporation that directly or indirectly is the majority owner of the acquirer.

        "Publicly Traded Securities" means shares of capital stock traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with a Change of Control.

        "Purchase Price" means an amount equal to the principal amount of the 2004 Senior Convertible Notes to be purchased plus any accrued and unpaid interest to but excluding the Repurchase Date.

        "Purchased Shares" has the meaning provided in Section 1.10(g)(vi).

        "Record Date" means, with respect to any dividend, distribution or other transaction or event in which the Holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

        "Redemption Date" has the meaning provided in Section 1.06(a) hereof.

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        "Redemption Price" has the meaning provided in Section 1.06(a) hereof.

        "Registration Statement" means the Registration Statement of the Company on Form S-4 filed with the Securities and Exchange Commission and registering for exchange pursuant to the Exchange Offer the 2004 Senior Convertible Notes.

        "Regular Record Date" means, with respect to each Interest Payment Date, the close of business on January 15 and July 15 immediately preceding such Interest Payment Date (whether or not a Business Day).

        "Repurchase Date" has the meaning provided in Section 1.08(a) hereof.

        "Repurchase Notice" has the meaning provided in Section 1.08(b)(i) hereof.

        "Restated Principal Amount" has the meaning provided in Section 1.03(h) hereof.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Senior Convertible Notes" means the Floating Rate Convertible Senior Notes due 2023 issued by the Company pursuant to the terms of the Fifth Supplemental Indenture.

        "Six Month LIBOR" has the meaning provided in Section 1.03(a) hereof.

        "Spin-off Market Price" per share of the capital stock of, or similar equity interest in, a subsidiary of the Company on any day means the average of the daily Closing Sale Price for the 10 consecutive Trading Days commencing on and including the sixth Trading Day after the "ex date" with respect to the issuance or distribution requiring such computation. As used herein, the term "ex date," when used with respect to any issuance or distribution, shall mean the first date on which such capital stock trades regular way on the exchange or in the market in which the security trades without the right to receive such issuance or distribution.

        "Stated Maturity" means August 1, 2023.

        "Stock Price" means the price paid for each outstanding share of Common Stock in a Cash Take-Over Transaction if the consideration received by holders of Common Stock in the Cash Take-Over Transaction consists solely of cash, or if the consideration received by such holders is paid in cash and other securities or property, the average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days immediately preceding, but not including, the Effective Date.

        "Tax Event" means that the Company shall have received an opinion from independent tax counsel experienced in such matters to the effect that as a result of: (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein; or (b) any amendment to, or change in, an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority, in each case which amendment or change is enacted, promulgated, issued or announced or which interpretation is issued or announced or which action is taken, on or after the date of this Sixth Supplemental Indenture, there is more than an insubstantial risk that accruals of Accreted Principal Amount payable on the 2004 Senior Convertible Notes either: (x) would not be deductible on a current accrual basis; or (y) would not be deductible under any other method, in either case in whole or in part, by the Company (by reason of deferral, disallowance, or otherwise) for U.S. federal income tax purposes.

        If any legislative proposal were ever enacted and made applicable to the 2004 Senior Convertible Notes in a manner that would limit the Company's ability to either: (1) deduct the interest, including the accruals of Accreted Principal Amount, payable on the 2004 Senior Convertible Notes on a current accrual basis; or (2) deduct the interest, including the accruals of Accreted Principal Amount, payable on the notes under any other method for U.S. federal income tax purposes, such enactment would result in a Tax Event.

        "Tax Event Date" has the meaning provided in Section 1.03(h) hereof.

        "Termination of Trading" shall be deemed to have occurred if the Common Stock (or other capital stock into which the 2004 Senior Convertible Notes are then convertible for portions of the Conversion Value in excess of the Accreted Principal Amount) is neither listed for trading on the New York Stock Exchange nor approved for trading on the Nasdaq National Market.

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        "Trading Day" means (a) if the applicable security is listed on the New York Stock Exchange or other U.S. national securities exchange or admitted for quotation on the Nasdaq National Market, a day on which the New York Stock Exchange or other U.S. national securities exchange or the Nasdaq National Market, as applicable, is open for trading, or (b) if the applicable security is not so listed, admitted for trading or quoted, any Business Day.

        "Trading Price" means, on any date, the average of the secondary market bid quotations for the 2004 Senior Convertible Notes obtained by the Trustee for $5,000,000 Original Principal Amount of Senior Convertible Notes at approximately 3:30 p.m., New York City time, on such date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Trustee, but two bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, one bid shall be used; and provided further that if the Trustee cannot reasonably obtain at least one bid for $5,000,000 Original Principal Amount of Senior Convertible Notes from a nationally recognized securities dealer or in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the 2004 Senior Convertible Notes, then the Trading Price per $1,000 Original Principal Amount of Senior Convertible Notes shall be deemed to be less than 97% of the product of: (a) the applicable Conversion Rate of the Senior Convertible Notes and (b) the Closing Sale Price on such date.

        "Trustee" has the meaning provided in the preamble hereof.

        "2004 Senior Convertible Notes" has the meaning provided in Section 1.01 hereof.

        "Yield Reset Date" means each February 1 and August 1 of each year, commencing August 1, 2010.

        SECTION 1.03    Payment of Principal and Interest.    (a) The Accreted Principal Amount of the 2004 Senior Convertible Notes shall be due at Stated Maturity. The 2004 Senior Convertible Notes will bear cash interest on the Original Principal Amount at the annual rate of Six Month LIBOR plus 0.50% reset semi-annually on each Interest Payment Date (such day being an "Interest Reset Date"); provided that such rate will never be less than 0%, from the August 1, 2004, or from the most recent date to which interest has been paid or provided for, until August 1, 2010. During such period, the Company will pay cash interest semi-annually in arrears on each Interest Payment Date to Holders of record at the close of business on each Regular Record Date immediately preceding such Interest Payment Date. The interest rate in effect for the 2004 Senior Convertible Notes on any day will be (a) if that day is an Interest Reset Date, the interest determined as of the Determination Date immediately preceding such Interest Reset Date, or (b) if that day is not an Interest Reset Date, the interest rate determined as of the Determination Date immediately preceding the most recent Interest Reset Date. Each payment of cash interest on the 2004 Senior Convertible Notes will include interest (including Contingent Interest, if any) accrued through the day immediately preceding the most recent Interest Payment Date (or the Repurchase Date, Redemption Date, Fundamental Change Purchase Date or, in certain circumstances, the Conversion Date, as the case may be). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.

        LIBOR will be determined by the Calculation Agent as of the applicable determination date in accordance with the following provisions ("Six-Month LIBOR"):

        (i)    the rate for six-month deposits in US dollars commencing on the related Interest Reset Date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the interest Determination Date; or

        (ii)   if no rate appears on the particular interest Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Calculation Agent as the arithmetic mean of at least two offered quotations obtained by the Calculation Agent after requesting the principal London

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offices of each of four major reference banks in the London interbank market to provide the Calculation Agent with its offered quotation for deposits in US dollars for the period of six months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that interest Determination Date and in a principal amount that is representative for a single transaction in US dollars in that market at that time; or

        (iii)  if fewer than two offered quotations referred to in clause (ii) are provided as requested, the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in US dollars to leading European banks for a period of six months and in a principal amount that is representative for a single transaction in US dollars in that market at that time; or

        (iv)  if the banks so selected by the Calculation Agent are not quoting as mentioned in clause (iii), six-month LIBOR determined on the preceding interest Determination Date.

        (v)   "Moneyline Telerate Page 3750" means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for US dollars.

        (b)   If the Stated Maturity date of the 2004 Senior Convertible Notes falls on a day that is not a LIBOR Business Day, the related payment of principal and interest will be made on the next LIBOR Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such Stated Maturity date to the next LIBOR Business Day. If any Interest Reset Date or Interest Payment Date (other than at the date of Stated Maturity) would otherwise be a day that is not a LIBOR Business Day, that Interest Reset Date and Interest Payment Date will be postponed to the next date that is a LIBOR Business Day, except that if such LIBOR Business Day is in the next calendar month, such Interest Reset Date and Interest Payment Date (other than at the date of Stated Maturity) shall be the immediately preceding LIBOR Business Day.

        (c)   Until August 1, 2010, the accreted principal amount (the "Accreted Principal Amount") of a 2004 Senior Convertible Note will be equal to the Original Principal Amount of $1,000. Beginning August 1, 2010, the 2004 Senior Convertible Note shall not bear interest, except as specified in this paragraph. From such date, the Original Principal Amount shall commence increasing daily by the annual rate of Six Month LIBOR plus 0.50% reset on each Interest Reset Date; provided that such rate will never be less than 0%, to produce the Accreted Principal Amount. The Accreted Principal Amount will compound semi-annually, not daily. On Stated Maturity, the Holder of this 2004 Senior Convertible Note will receive the fully Accreted Principal Amount of this 2004 Senior Convertible Note on such date, unless the 2004 Senior Convertible Note has been earlier redeemed, repurchased or converted. Unless cash interest is payable as provided in Section 1.03(a) or (h) hereof, the accrued yield shall be added to the Accreted Principal Amount per Senior Convertible Note as of the day preceding the most recent Yield Reset Date. The yield will be calculated using the actual number of days elapsed between the Yield Reset Dates divided by 360.

        (d)   If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 502 of the Original Indenture, upon the date set for payment of the Redemption Price, upon the date set for payment of the Purchase Price or Fundamental Change Purchase Price or upon the Stated Maturity of the 2004 Senior Convertible Notes) or if installments of cash interest due hereon as provided in Section 1.03(a) or (h) are not paid when due in accordance with this Section, then in each such case, the overdue amount shall, to the extent permitted by law, bear interest at Six Month LIBOR plus 0.50% reset on each Interest Reset Date (provided that such rate will never be less than 0%) as such rate is in effect following the date

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such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in lieu of, and not in addition to, any subsequent increase in the Accreted Principal Amount.

        (e)   The Company will pay contingent interest ("Contingent Interest") to the Holders of the 2004 Senior Convertible Notes in respect of any six-month interest period from February 1 to July 31 and from August 1 to January 31, commencing on or after August 1, 2010 for which the average Trading Price of a 2004 Senior Convertible Note for the applicable five Trading Day reference period equals or exceeds 120% of the sum of the Accreted Principal Amount and accrued interest, if any, for a 2004 Senior Convertible Note as of the day immediately preceding the first day of the applicable six-month interest period. The "five Trading Day reference period" means the five Trading Days ending on the third Trading Day immediately preceding the relevant Interest Reset Date. For any six-month interest period in respect of which the Contingent Interest is payable, the Contingent Interest payable on each $1,000 principal amount of Notes shall be equal to 0.30% of the average Trading Price of a 2004 Senior Convertible Note for the applicable five Trading Day reference period. No Contingent Interest shall be payable on Senior Convertible Notes redeemed on August 1, 2010 (or, if August 1, 2010 is not a Business Day, on the next following Business Day).

        Upon determination that Holders will be entitled to receive Contingent Interest in respect of a six-month interest period, the Company shall notify the Holders. In connection with providing such notice, the Company will issue a press release containing information regarding the Contingent Interest determination or publish such information on the Company's then existing website or through such other public medium as the Company may use at that time.

        (f)    Interest, including Contingent Interest, if any, on any 2004 Senior Convertible Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Senior Convertible Note is registered at the close of business on the Regular Record Date for such interest or Contingent Interest, if any, at the office or agency of the Company maintained for such purpose. Each installment of interest or Contingent Interest, if any, on any 2004 Senior Convertible Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States.

        (g)   The amount of interest, including Contingent Interest, if any, payable for any period shall be computed on the basis of the actual number of days elapsed over a 360-day year. The amount of interest, including Contingent Interest, if any, payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any partial month. In the event that any Interest Payment Date on a 2004 Senior Convertible Note is not a Business Day, then a payment of the interest, including Contingent Interest, if any, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date of the payment was originally payable.

        (h)   From and after the date (the "Tax Event Date") of the occurrence of a Tax Event after August 1, 2010, the Company shall have the option to elect by notice to the Trustee, in lieu of having Accreted Principal Amount increase, to have interest accrue and be paid in cash at the annual rate equal to Six Month LIBOR plus 0.50%, reset on each Interest Reset Date; provided that such rate shall never be less than 0%, on a Restated Principal Amount per $1,000 Original Principal Amount (the "Restated Principal Amount") equal to the accrued Accreted Principal Amount through the Tax Event Date or the date the Company exercises the option provided for in this section, whichever is later (the "Option Exercise Date"). Such interest shall be payable semi-annually on February 1 and August 1 of each year to Holders of record at the close of business on January 15 and July 15 immediately preceding such Interest Payment Date. Interest will accrue from the most recent date on

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which interest has been paid or, if no interest has been paid, from the Option Exercise Date. The Trustee shall notify Holders of Senior Convertible Notes within 15 days after the Option Exercise Date that the Company has exercised the option provided for in this Section.

        SECTION 1.04    Denominations.    The 2004 Senior Convertible Notes shall be issued in denominations of $1,000 and any integral multiple thereof.

        SECTION 1.05    Global Securities.    (a) The 2004 Senior Convertible Notes shall initially be issued in the form of one or more Global Securities registered in the name of the Depositary (which initially shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Senior Convertible Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Senior Convertible Notes in definitive form ("Definitive Securities"). The Global Securities described in this Article 1 may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

        (b)   A Global Security shall be exchangeable for Senior Convertible Notes registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Senior Convertible Notes registered in such names as the Depositary shall direct.

        (c)   Transfers, exchanges and forms of the 2004 Senior Convertible Notes are further subject to the provisions of Section 1.16.

        SECTION 1.06    Redemption at the Option of the Company.    (a) The 2004 Senior Convertible Notes are redeemable for cash as a whole, or from time to time in part, on any date (a "Redemption Date") at the option of the Company at 100% of the Accreted Principal Amount of the 2004 Senior Convertible Notes, plus any accrued and unpaid interest to the Redemption Date (the "Redemption Price"), provided that the 2004 Senior Convertible Notes are not redeemable prior to August 1, 2010. If the 2004 Senior Convertible Note has been converted to a semi-annual cash interest paying note following the occurrence of a Tax Event and an Option Exercise Date, the Redemption Price will be equal to the Restated Principal Amount plus accrued and unpaid interest (including Contingent Interest, if any) from the date of such conversion to but not including the Redemption Date; but in no event will the 2004 Senior Convertible Note be redeemable before August 1, 2010.

        (b)   The Company shall notify each Holder and the Trustee of the redemption pursuant to Section 1104 of the Original Indenture.

        (c)   If any 2004 Senior Convertible Notes selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the 2004 Senior Convertible Notes so selected, the converted portion of such 2004 Senior Convertible Notes shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of 2004 Senior Convertible Notes to be redeemed by the Company, to be the portion selected for redemption. 2004 Senior Convertible Notes which have been converted during a selection of 2004 Senior Convertible Notes to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. Nothing in this Section 1.06(c) shall affect the right of any Holder to convert any 2004 Senior Convertible Notes before the termination of the conversion right with respect thereto.

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If the Company decides to redeem fewer than all of the outstanding 2004 Senior Convertible Notes then the Trustee will select the 2004 Senior Convertible Notes to be redeemed (in principal amount of $1,000 or integral multiples thereof) by lot, or on a pro rata basis or by another method the Trustee considers fair and appropriate.

        (d)   In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Senior Convertible Notes shall state:

        (i)    the name of the Paying Agent and Conversion Agent;

        (ii)   the then current Conversion Rate;

        (iii)  that the 2004 Senior Convertible Notes called for redemption may be converted at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; and

        (iv)  that Holders who wish to convert 2004 Senior Convertible Notes must comply with the procedures in Section 1.10 hereof and paragraph 7 of the reverse of the 2004 Senior Convertible Notes.

        (e)   The 2004 Senior Convertible Notes shall not have a sinking fund.

        SECTION 1.07    Purchase at the Option of the Holder Upon a Fundamental Change.    (a) Each Holder shall have the right, at such Holder's option, to require the Company to purchase any or all of such Holder's 2004 Senior Convertible Notes for cash in integral multiples of $1,000 Original Principal Amount held by such Holder by delivery to the Paying Agent (as hereinafter provided) of a Fundamental Change Purchase Notice no later than 60 Business Days after the occurrence of a Fundamental Change of the Company (a "Fundamental Change Purchase Date") for a Fundamental Change purchase price (the "Fundamental Change Purchase Price") equal to 100% of the Accreted Principal Amount of such 2004 Senior Convertible Notes plus accrued and unpaid interest, including Contingent Interest, if any, to but not including the Fundamental Change Purchase Price Date, which Fundamental Change Purchase Price shall be paid in cash. No 2004 Senior Convertible Notes may be purchased at the option of the Holders due to a Fundamental Change if there has occurred and is continuing an Event of Default (other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of such 2004 Senior Convertible Notes).

        (b)    Exercise of Fundamental Change Option.    For a 2004 Senior Convertible Note to be so purchased at the option of the Holder pursuant to this Section 1.07, the Paying Agent must receive, no later than 60 Business Days after the occurrence of a Fundamental Change:

        (i)    a written notice of purchase (a "Fundamental Change Purchase Notice") substantially in the form entitled "Form of Fundamental Change Purchase Notice" on the reverse of the 2004 Senior Convertible Note duly completed, on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state:

        (1)   if certificated, the certificate numbers of the 2004 Senior Convertible Notes which the Holder shall deliver to be purchased;

        (2)   the portion of the principal amount of the 2004 Senior Convertible Notes which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and

        (3)   that such 2004 Senior Convertible Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in the 2004 Senior Convertible Notes and in the Indenture;

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        (ii)   delivery or book-entry transfer of such 2004 Senior Convertible Notes prior to, on or after the Fundamental Change Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 1.07 only if the 2004 Senior Convertible Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Purchase Notice.

        SECTION 1.08    Purchase of 2004 Senior Convertible Notes at the Option of the Holder.    (a) On each of August 1, 2010, August 1, 2013 and August 1, 2018 (each, a "Repurchase Date"), each Holder shall have the right, at such Holder's option, to require the Company to purchase for cash any or all of such Holder's 2004 Senior Convertible Notes. The Company shall purchase such 2004 Senior Convertible Notes at a price equal to 100% of the Accreted Principal Amount of the 2004 Senior Convertible Notes to be purchased plus any accrued and unpaid interest, including Contingent Interest, if any, on the principal amount to be purchased to but excluding the Repurchase Date.

        If prior to a Repurchase Date the 2004 Senior Convertible Note has been converted to a semi-annual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid cash interest, including Contingent Interest, if any, from the date of conversion to the Repurchase Date but not including the Repurchase Date.

        (b)    Exercise of Repurchase Option.    For a 2004 Senior Convertible Note to be so purchased at the option of the Holder, the Paying Agent must receive:

        (i)    a written notice of purchase (a "Repurchase Notice") substantially in the form entitled "Form of Repurchase Notice" on the reverse of the 2004 Senior Convertible Note duly completed, at any time from the opening of business on the date that is 20 Business Days prior to a Repurchase Date until the close of business on the third Business Day prior to such Repurchase Date. The Repurchase Notice shall state:

        (1)   if certificated, the certificate numbers of the 2004 Senior Convertible Notes which the Holder shall deliver to be purchased;

        (2)   the portion of the principal amount of the 2004 Senior Convertible Notes which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and

        (3)   that such 2004 Senior Convertible Notes shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified in the 2004 Senior Convertible Notes and in the Indenture.

        (ii)   delivery or book-entry transfer of such 2004 Senior Convertible Notes to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 1.08 only if the 2004 Senior Convertible Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice.

        SECTION 1.09    Further Conditions and Procedures for Purchase Upon a Fundamental Change and Purchase at the Option of the Holder.

        (a)    Notice of Repurchase Date or Fundamental Change.    The Company shall send notices (each, a "Company Purchase Notice") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the 2004 Senior Convertible Note register maintained by the Security Registrar, and shall deliver a copy of each such notice to the Trustee and Paying Agent, not less than

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20 Business Days prior to each Repurchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a "Company Purchase Notice Date"). Any such notice delivered to the Trustee and the Paying Agent with respect to a Fundamental Change shall be accompanied by an Officers' Certificate certifying that a Fundamental Change has occurred and as to the date of the occurrence thereof, on which Certificate the Trustee and the Paying Agent may conclusively rely. Each Company Purchase Notice shall include a Form of Repurchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:

        (i)    the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, the applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of interest that will be payable with respect to the 2004 Senior Convertible Notes on the applicable Repurchase Date or Fundamental Change Purchase Date;

        (ii)   if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;

        (iii)  the Repurchase Date or Fundamental Change Purchase Date;

        (iv)  the last date on which a Holder may exercise its purchase right;

        (v)   the name and address of the Paying Agent and the Conversion Agent;

        (vi)  that 2004 Senior Convertible Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;

        (vii)  that 2004 Senior Convertible Notes as to which a Repurchase Notice or Fundamental Change Purchase Notice has been given by the Holder to the Company may be converted only if the applicable Repurchase Notice or Fundamental Change Purchase Notice has been withdrawn by the Holder in accordance with the terms of this Sixth Supplemental Indenture; provided that the 2004 Senior Convertible Notes are otherwise convertible in accordance with paragraph 7 of the reverse of the 2004 Senior Convertible Notes;

        (viii)   that the Purchase Price or Fundamental Change Purchase Price for any 2004 Senior Convertible Notes as to which a Repurchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Repurchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such 2004 Senior Convertible Notes;

        (ix)  the procedures the Holder must follow under Sections 1.07 or 1.08, as applicable, and this Section 1.09;

        (x)   briefly, the conversion rights of the 2004 Senior Convertible Notes and whether, at the time of such notice, the Convertible Senior Notes are eligible for conversion;

        (xi)  that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on 2004 Senior Convertible Notes covered by any Repurchase Notice or Fundamental Change Purchase Notice, as applicable, interest will cease to accrue on and after the Repurchase Date or Fundamental Change Purchase Date, as applicable;

        (xii)  the CUSIP and, if applicable, the ISIN number of the 2004 Senior Convertible Notes; and

        (xiii)   the procedures for withdrawing a Repurchase Notice or Fundamental Change Purchase Notice.

        Simultaneously with providing such Company Purchase Notice, the Company will publish a notice containing the information in such Company Purchase Notice in a newspaper of general circulation in

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The City of New York or publish such information on its then existing web site or through such other public medium as it may use at the time.

        At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Purchase Notice in the Company's name; provided, however, that, in all cases, the text of the Company Purchase Notice shall be prepared by the Company.

        (b)    Effect of Repurchase Notice or Fundamental Change Purchase Notice.    Upon receipt by the Paying Agent on behalf of the Company from the Holder of the Fundamental Change Purchase Notice or the Repurchase Notice specified in Section 1.07(b)(i) or Section 1.08(b)(i), as applicable, the Holder of the 2004 Senior Convertible Notes in respect of which such Fundamental Change Purchase Notice or the Repurchase Notice, as the case may be, was given shall (unless such Fundamental Change Purchase Notice or the Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Fundamental Change Purchase Price or the Purchase Price with respect to such 2004 Senior Convertible Notes. Such Fundamental Change Purchase Price or Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, with respect to such 2004 Senior Convertible Notes (provided the conditions in Section 1.07(b) or Section 1.08(b), as applicable, have been satisfied), and (y) the time of delivery or book-entry transfer of such 2004 Senior Convertible Notes to the Paying Agent by the Holder thereof in the manner required by Section 1.07(b)(ii) or Section 1.08(b)(ii), as applicable. The 2004 Senior Convertible Notes in respect of which a Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, unless such Fundamental Change Purchase Notice or Repurchase Notice, as the case may be, has first been validly withdrawn or deemed to have been validly withdrawn as specified in Section 1.09(c); provided that the 2004 Senior Convertible Notes are otherwise convertible in accordance with paragraph 7 of the reverse of the 2004 Senior Convertible Notes.

        On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) the Purchase Price consideration sufficient to pay the aggregate Fundamental Change Purchase Price or the aggregate Purchase Price, as the case may be, of the 2004 Senior Convertible Notes to be purchased pursuant to Section 1.07 or Section 1.08, as applicable. Payment by the Paying Agent of such Fundamental Change Purchase Price or Purchase Price for such 2004 Senior Convertible Notes shall be made promptly following the later of the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, or the time of book-entry transfer or delivery of such 2004 Senior Convertible Notes. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price or Purchase Price, as the case may be, of such 2004 Senior Convertible Notes on the Business Day following the Fundamental Change Purchase Date or the Repurchase Date, as the case may be, then, on and after such date, such 2004 Senior Convertible Notes shall cease to be outstanding and interest on such 2004 Senior Convertible Notes shall cease to accrue, whether or not book-entry transfer of such 2004 Senior Convertible Notes is made or such 2004 Senior Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price or the Purchase Price, as the case may be, upon delivery or transfer of the 2004 Senior Convertible Notes). Nothing herein shall preclude the Company withholding any tax required by law.

        The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Fundamental Change Purchase Price or the Purchase Price, as the case may be, and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all money held by it pursuant to this Section 1.09 to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

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        All questions as to the validity, eligibility (including time of receipt) and acceptance of any 2004 Senior Convertible Notes for purchase shall be determined by the Company, whose determination shall be final and binding, absent manifest error.

        (c)    Withdrawal of a Repurchase Notice or Fundamental Change Purchase Notice.    A Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New York City time on the Repurchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying:

        (i)    if certificated, the certificate number of the 2004 Senior Convertible Notes in respect of which such notice of withdrawal is being submitted;

        (ii)   the principal amount of the 2004 Senior Convertible Notes with respect to which such notice of withdrawal is being submitted; and

        (iii)  the principal amount, if any, of such 2004 Senior Convertible Notes which remains subject to the Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or shall be transferred or delivered for purchase by the Company.

        The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or Fundamental Change Purchase Notice or written notice of withdrawal thereof.

        (d)   Notwithstanding the requirements of Sections 1.07 or 1.08 and this Section 1.09, if the 2004 Senior Convertible Notes are represented by Global Securities in book-entry form the appropriate procedures of the Depositary must be complied with for any purchase upon a Fundamental Change or Repurchase Option.

        (e)    Effect of Event of Default.    There shall be no purchase of any 2004 Senior Convertible Notes pursuant to Section 1.07 or Section 1.08 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any 2004 Senior Convertible Notes: (x) with respect to which a Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with this Sixth Supplemental Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such return, the Repurchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

        (f)    2004 Senior Convertible Notes Purchased in Part.    Any 2004 Senior Convertible Notes that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent, if any, shall authenticate and deliver to the Holder of such 2004 Senior Convertible Notes, without service charge, a new 2004 Senior Convertible Note or 2004 Senior Convertible Notes, of any authorized denomination, as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the 2004 Senior Convertible Notes so surrendered which is not purchased.

        (g)    Covenant to Comply with Securities Laws Upon Purchase of 2004 Senior Convertible Notes.    In connection with any offer to purchase 2004 Senior Convertible Notes under Sections 1.07 or 1.08 hereof, the Company shall, to the extent applicable, (i) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable and (iii) otherwise

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comply with all applicable federal and state securities laws so as to permit the rights and obligations under Sections 1.07, 1.08 or this Section 1.09 to be exercised in the manner specified in Sections 1.07, 1.08 or this Section 1.09; provided, however, that the Company shall not take any action in violation of any applicable federal or state securities laws.

        (h)    Repayment to the Company.    The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed as provided in Section 1003 of the Original Indenture, together with any unclaimed interest, held by them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 1.09(b), as applicable, exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the 2004 Senior Convertible Notes or portions thereof which the Company is obligated to purchase as of the Repurchase Date or Fundamental Change Purchase Date, as the case may be, then promptly on and after the Business Day following the Repurchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company together with any excess interest held by them for payment to Holders.

        (i)    In any case where a Repurchase Date or a Fundamental Change Purchase Date shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or the 2004 Senior Convertible Notes) payment of interest and the Purchase Price or the Fundamental Change Purchase Price, as the case may be, need not be made at such Place of Payment on such date (provided that all other conditions therefor have been complied with), but may be made on the next succeeding Business Day at such Place of Payment (provided that such conditions have been complied with) with the same force and effect as if made on the Repurchase Date or the Fundamental Change Purchase Date, as the case may be (and without any interest or payment in respect of any such delay).

        SECTION 1.10    Conversion of 2004 Senior Convertible Notes.

        (a)    Right to Convert.    During the periods specified in paragraph 7 of the reverse of the 2004 Senior Convertible Notes, a Holder may convert its 2004 Senior Convertible Notes for cash and, if applicable, shares of Common Stock. Each $1,000 of Original Principal Amount of 2004 Senior Convertible Notes shall be convertible for cash equal the Principal Return and, if the Conversion Value exceeds the Accreted Principal Amount, the number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each Trading Day in the applicable Conversion Settlement Reference Period, as determined by the Company and confirmed in writing to the Trustee and the Conversion Agent, payable as set forth in Section 1.10(b). A Holder may convert a portion of the principal amount of 2004 Senior Convertible Notes if the portion is $1,000 or an integral multiple thereof.

        (b)    The Conversion Rate; Payment for Converted New Securities.    The initial Conversion Rate is 16.2760 shares of Common Stock for each $1,000 Original Principal Amount of a 2004 Senior Convertible Note, subject to adjustment as herein set forth (the "Conversion Rate"). The Company shall pay to holders of converting 2004 Senior Convertible Notes as follows:

        (i)    an amount in cash (the "Principal Return") equal to the lesser of (A) the aggregate Conversion Value of the 2004 Senior Convertible Notes to be converted, and (B) the aggregate Accreted Principal Amount of the 2004 Senior Convertible Notes to be converted;

        (ii)   if the aggregate Conversion Value of the 2004 Senior Convertible Notes to be converted is greater than aggregate Accreted Principal Amount, the number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each Trading Day during the applicable Conversion Settlement Reference Period (the "Net Share Amount"); and

        (iii)  an amount in cash in lieu of any fractional shares which would otherwise be payable as a result of the calculation in subsection (ii) above, calculated as provided in Section 1.10(d).

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The Company shall determine the Conversion Value, the Principal Return and Net Share Amount promptly after the end of the applicable Conversion Settlement Reference Period.

        (c)    Conversion Procedures.    To convert 2004 Senior Convertible Notes, the requirements set forth in this Section 1.10(d) and in paragraph 7 of the reverse of the 2004 Senior Convertible Notes must be satisfied.

        (i)    To convert the 2004 Senior Convertible Notes, a Holder must: (1) complete and manually sign the irrevocable conversion notice on the back of the 2004 Senior Convertible Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) with respect to 2004 Senior Convertible Notes in certificated form, surrender the 2004 Senior Convertible Notes to the Conversion Agent or with respect to 2004 Senior Convertible Notes represented by Global Securities, cause the book-entry transfer thereof to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event later than the third Business Day following the determination of average Closing Sale Price during the Conversion Settlement Reference Period, the Company shall deliver to the Holder, through the Conversion Agent: (A) cash equal to the Principal Return, (B) if the Conversion Value exceeds the Accreted Principal Amount, a certificate (or credit the book-entry transfer of such shares of Common Stock) for the number of full shares of Common Stock issuable upon the conversion, and (C) cash in lieu of any fractional share determined pursuant to Section 1.10(d).

        (ii)   Holders of 2004 Senior Convertible Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such 2004 Senior Convertible Notes at any time after the close of business on such Regular Record Date. The 2004 Senior Convertible Notes surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the 2004 Senior Convertible Notes; provided, however, that no such payment need be made with respect to 2004 Senior Convertible Notes in respect of which a Redemption Date or Fundamental Change Purchase Date has been set that falls within this period or on such Interest Payment Date or to the extent any overdue interest exists at the time of such conversion. Except as described above, no payment or adjustment will be made for accrued interest on converted 2004 Senior Convertible Notes. Upon conversion of 2004 Senior Convertible Notes, a Holder will not receive any cash payment of interest (unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates) and the Company will not adjust the Conversion Rate to account for accrued and unpaid interest.

        (iii)  The Person in whose name any certificate for shares of Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of 2004 Senior Convertible Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record Holder or Holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record Holder or Holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such 2004 Senior Convertible Notes shall have been surrendered for conversion, as if the stock transfer

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books of the Company had not been closed. Upon conversion of 2004 Senior Convertible Notes, such Person shall no longer be a Holder of such 2004 Senior Convertible Notes.

        (iv)  No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 1.10(g). If a Holder converts more than one 2004 Senior Convertible Note at the same time, the amount of cash and the number of shares of Common Stock deliverable upon the conversion shall be based on the total principal amount of the 2004 Senior Convertible Notes converted. Upon surrender of a 2004 Senior Convertible Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2004 Senior Convertible Note in an authorized denomination equal in principal amount to the unconverted portion of the 2004 Senior Convertible Note surrendered. If the last day on which 2004 Senior Convertible Notes may be converted is not a Business Day in a place where a Conversion Agent is located, the 2004 Senior Convertible Notes may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. A Holder of 2004 Senior Convertible Notes is not entitled to any rights of a Holder of Common Stock until such Holder has converted its Senior Convertible Notes to Common Stock, and only to the extent such 2004 Senior Convertible Notes are deemed to have been converted into Common Stock pursuant to this Section 1.10.

        (v)   In the event the Company exercises its option pursuant to Section 1.03(h) to have, in lieu of having the Accreted Principal Amount increase, interest accrue on the 2004 Senior Convertible Note following a Tax Event, the Holder will be entitled on conversion to receive the same amount upon conversion of such 2004 Senior Convertible Note as such Holder would have received if the Company had not exercised such option. Increases in the Accreted Principal Amount and cash interest (including Contingent Interest, if any, and interest payable upon the occurrence of a Tax Event, if any) will not be paid on 2004 Senior Convertible Notes that are converted, except accrued cash interest will be payable upon conversion of 2004 Senior Convertible Notes made concurrently with or after acceleration of 2004 Senior Convertible Notes following the Event of Default.

        (vi)  If a Holder of 2004 Senior Convertible Notes has already delivered a Fundamental Change Purchase Notice or Repurchase Notice with respect to a 2004 Senior Convertible Note, then the Holder may not surrender such 2004 Senior Convertible Note for conversion until the Holder has withdrawn the applicable Fundamental Change Purchase Notice or Repurchase Notice in accordance with the provisions hereof.

        (vii) On conversion of a 2004 Senior Convertible Note, increases in the Accreted Principal Amount or cash interest (or interest if the Company has exercised its option provided for in Section 1.03(h) hereof) attributable to the period from the Original Issue Date (or, if the Company has exercised the option provided for in Section 1.03(h) hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the cash and shares of Common Stock, if any, in exchange for the 2004 Senior Convertible Note being converted pursuant to the terms of the 2004 Senior Convertible Notes, and the cash and shares of Common Stock shall be treated as issued, to the extent thereof, first in exchange for increases in the Accreted Principal Amount or cash interest (or interest, if the Company has exercised its option provided for in Section 1.03(h) hereof) accrued through the Conversion Date, and the balance, if any, of shall be treated as issued in exchange for the Original Principal Amount of the 2004 Senior Convertible Note being converted pursuant to the provisions of the 2004 Senior Convertible Notes.

        (d)    Cash Payments in Lieu of Fractional Shares.    The Company shall not issue a fractional share of Common Stock upon conversion of 2004 Senior Convertible Notes. Instead the Company shall

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deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the average of the Closing Sale Prices during the applicable Conversion Settlement Reference Period by the fractional amount and rounding the product to the nearest whole cent.

        (e)    Taxes on Conversion.    If a Holder converts 2004 Senior Convertible Notes, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude the Company's withholding any tax required by law.

        (f)    Covenants of the Company.    The Company shall, prior to issuance of any 2004 Senior Convertible Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the payment of any Common Stock portion of the amount payable upon conversion of the 2004 Senior Convertible Notes, as provided in Section 1.10(b)(ii), upon conversion of the 2004 Senior Convertible Notes. All shares of Common Stock delivered upon conversion of the 2004 Senior Convertible Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of shares of Common Stock upon the conversion of 2004 Senior Convertible Notes, if any, and shall cause to have listed or quoted all such shares of Common Stock on the New York Stock Exchange, or, if not listed thereon, on each United States national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

        (g)    Adjustments to Conversion Rate.    The Conversion Rate shall be adjusted from time to time by the Company as follows:

        (i)    In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Conversion Rate, as in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution, shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this Section 1.10(g)(i), the number of shares of Common Stock at any time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company.

        (ii)   In case the Company shall issue rights, options or warrants (other than pursuant to any dividend reinvestment or share purchase plans) to all Holders of its Common Stock (not being available on an equivalent basis to Holders of the 2004 Senior Convertible Notes upon conversion of such 2004 Senior Convertible Notes) entitling them, for a period expiring within 60 days after the record date for the determination of stockholders entitled to receive such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend

19

reinvestment plan or share purchase plan), the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase at such below Current Market Price, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this Section 1.10(g)(ii), the number of shares of Common Stock at any time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company.

        (iii)  In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split or combination becomes effective.

        (iv)  In case the Company shall, by dividend or otherwise, distribute to all Holders of its Common Stock evidences of its indebtedness, shares of capital stock, securities, cash or other property (but excluding any rights, options or warrants referred to in Section 1.10(g)(ii) of this Section, any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in Section 1.10(g)(i)), the Conversion Rate shall be adjusted by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the evidences of indebtedness, shares of capital stock, securities, cash or other property so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution; provided, however, that in the event that the Company makes a distribution to all Holders of its Common Stock consisting of capital stock of, or similar equity interests in, a subsidiary of the Company, the Conversion Rate shall be adjusted by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Spin-off Market Price per share of the Common Stock on the date fixed for such determination less the Spin-off Market Price per share or similar equity interest of the subsidiary of the Company on such date and the denominator shall be the Spin-off Market Price per share of the Common Stock, such adjustment to become effective 10 trading days after the effective date of such distribution of capital stock of, or similar equity interest in, a subsidiary or other business unit of the Company. In any case in which this Section 1.10(g)(iv) is applicable, Sections 1.10(g)(i) and (ii) shall not be applicable.

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        (v)   In case the Company shall, (I) by dividend or otherwise, distribute to all Holders of its Common Stock cash (excluding (i) any cash that is distributed in an event to which Section 1.10(h)(iv) applies or (ii) cash that is distributed as part of a distribution referred to in Section 1.10(g)(iv)) in an aggregate amount that, combined together with (II) the aggregate amount of any other distributions to all Holders of its Common Stock made exclusively in cash within the quarterly fiscal period containing the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 1.10(g)(v) or Section 1.10(g)(vi) has been made and (III) the aggregate of any cash plus the fair market value of any securities or other property, as of the expiration of the applicable tender or exchange offer referred to below (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), of consideration payable in respect of any tender or exchange offer (other than consideration payable in respect of any odd-lot tender offer) by the Company or any of its subsidiaries for all or any portion of the Common Stock concluded within the quarterly fiscal period containing the date of payment of the distribution described in clause (I) above and in respect of which no adjustment pursuant to this Section 1.10(g)(v) or Section 1.10(g)(vi) has been made, exceeds the product of $0.13 (appropriately adjusted from time to time for any stock dividends on or subdivisions or combinations of Common Stock) multiplied by the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be increased so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (i) the numerator of which shall be equal to the Current Market Price per share of the Common Stock on the date fixed for such determination plus $0.13 (appropriately adjusted from time to time for any stock dividends on or subdivisions or combination of Common Stock) less an amount equal to the quotient of (x) the combined amount distributed or payable in the transactions described in clauses (I), (II) and (III) above and (y) the number of shares of Common Stock outstanding on such date for determination and (ii) the denominator of which shall be equal to the Current Market Price per share of the Common Stock on such date for determination.

        (vi)  In case (I) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock (other than consideration payable in respect of any odd-lot tender offer) shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (II) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer (other than consideration payable in respect of any odd-lot tender offer) by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the quarterly fiscal period containing the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to Section 1.10(g)(v) or this Section 1.10(g)(vi) has been made and (III) the aggregate amount of any distributions to all Holders of the Company's Common Stock made exclusively in cash within the quarterly fiscal period containing the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to Section 1.10(g)(v) or this Section 1.10(g)(vi) has been made, exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the last time (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended), then, and in each such case, immediately prior to the opening of

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business on the day after the date of the Expiration Time, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate immediately prior to the close of business as of the Expiration Time by a fraction (i) the numerator of which shall be equal to (A) the product of (1) the Current Market Price per share of the Common Stock as of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less (B) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (I), (II) and (III) above (assuming in the case of clause (I) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (ii) the denominator of which shall be equal to the product of (A) the Current Market Price per share of the Common Stock as of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares").

        (vii) If a Cash Take-Over Transaction occurs prior to July 31, 2010, and except as provided in Section 1.10(g)(viii) below, for any conversion of the 2004 Senior Convertible Notes in connection with the Cash Take-Over Transaction, the Company will increase the number of shares of Common Stock payable upon conversion of the New Securities in connection with the Cash Take-Over Transaction by a number of Additional Shares determined by the Effective Date of the Cash Take-Over Transaction and the applicable Stock Price (adjusted as set forth below) as set forth on the table contained as Exhibit D to this Indenture.

The Stock Prices set forth on the table set forth on Exhibit D hereto will be adjusted as of any date on which the Conversion Rate is adjusted. On such date, the Stock Prices shall be adjusted by multiplying: the Stock Prices applicable immediately prior to such adjustment, by a fraction, of which (x) the numerator is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and (y) the denominator of which is the Conversion Rate so adjusted.

        (viii)   In the event of a Cash Take-Over Transaction which is also a Public Acquirer Change of Control, the Company may, in lieu of increasing the Conversion Rate by the Additional Shares pursuant to Section 1.10(g)(vii) above, elect to adjust the Conversion Rate such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the 2004 Senior Convertible Notes will be entitled to convert their Notes for an amount equal to the product of multiplying the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction:

        (1)   the numerator of which will be (a) in the case of a share exchange, consolidation, merger, binding share exchange, or sale of all or substantially all of the assets pursuant to which the outstanding shares of Common Stock are converted into cash, securities or other property, the fair market value of all cash and any other consideration (as determined by the Board of Directors) paid or payable with respect to each share of Common Stock, or (b) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days immediately preceding but excluding the Effective Date of such Public Acquirer Change of Control, and

        (2)   the denominator of which will be the average of the Closing Sale Price of the Public Acquirer Common Stock for the five consecutive Trading Days prior to but not including the Effective Date of such Public Acquirer Change of Control.

The Company will notify Holders of its election by providing a public company acquisition notice at least five Trading Days prior to, but not including, the expected Effective Date of such Public Acquirer Change of Control, as set forth in Paragraph 7 of the reverse of the 2004 Senior Convertible Notes. The amount payable upon conversion of 2004 Senior Convertible Notes upon an election by the Company under this Section 1.10(g)(viii) shall be settled as provided in Section 1.10(b) provided that in lieu of the Common Stock payable under Section 1.10(b)(ii) there shall be paid that number of whole shares of Public Acquirer Common Stock, calculated in the same manner.

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        (ix)  All adjustments to the Conversion Rate, shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of this subparagraph are not required to be made because they would have required an increase or decrease of less than one percent shall be carried forward and taken into account in any subsequent adjustment.

        (x)   Notwithstanding the foregoing provisions of Section 1.10(g)(ii) or (iv), no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Note to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's Senior Convertible Notes.

        (xi)  No adjustment pursuant to the Conversion Rate or a Holder's ability to convert pursuant to this Section 1.10(g) shall be made in connection with the issuance of rights, the distribution of separate certificates representing rights or the exercise, redemption, termination or invalidation of rights pursuant to any stockholder rights plan implemented by the Company which provides that, upon conversion of the 2004 Senior Convertible Notes, the Holders shall receive, in addition to the Common Stock issuable upon such conversion, the rights issued under such stockholder rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion).

        (h)    Miscellaneous Provisions Relating to Conversion.

        (i)    When No Adjustment Required.    No adjustment to the Conversion Rate need be made:

        (1)   upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

        (2)   upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

        (3)   upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in (2) above and outstanding as of the date the 2004 Senior Convertible Notes were first issued;

        (4)   for a change in the par value of the Common Stock; or

        (5)   for accrued and unpaid interest.

To the extent the 2004 Senior Convertible Notes become convertible into cash, assets or property (other than capital stock of the Company or securities to which Section 1.10(h)(iv) applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.

        (ii)    Notice of Adjustment.    Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice. The certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

        (iii)    Voluntary Increase.    The Company may make such increases in the Conversion Rate, in addition to those required by Section 1.10(g), as the Board of Directors considers to be advisable

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to avoid or diminish any income tax to Holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire Common Stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company may from time to time increase the Conversion Rate by any amount for any period of time if the period is at least 20 days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is so increased, the Company shall mail to Holders and file with the Trustee and the Conversion Agent a notice of such increase. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such notice except to exhibit the same to any Holder desiring inspection thereof. The Company shall mail the notice at least 15 days before the date the increased Conversion Rate takes affect. The notice shall state the increased Conversion Rate and the period it shall be in effect.

        (iv)    Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale.    If any of the following events occur, namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (b) any consolidation, merger or binding share exchange of the Company with another corporation as a result of which Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (c) any sale or conveyance of all or substantially all of the assets of the Company to any other corporation as a result of which Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Conversion Rate will not be adjusted. If any of the events described in the preceding sentence occur, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture or otherwise amend the terms of the 2004 Senior Convertible Notes, to provide that each Senior Convertible Note shall be convertible into the kind and amount of shares of stock, other securities or property or assets (including cash) that the Holder of the 2004 Senior Convertible Note would have received upon such reclassification, change, consolidation, merger, binding share exchange, sale or conveyance if such Holder had converted such 2004 Senior Convertible immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture or other amendment to the 2004 Senior Convertible Notes shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1.10(h)(iv). The Company shall cause notice of the execution of such supplemental indenture or amendment of the 2004 Senior Convertible Notes to be mailed to each Holder, at its address appearing on the 2004 Senior Convertible Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 1.10(h)(iv) applies to any event or occurrence, Section 1.10(g) shall not apply.

        (v)    Responsibility of Trustee.    The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of the Conversion Rate and shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any 2004 Senior Convertible Notes and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any

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Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any 2004 Senior Convertible Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 1.10(h)(iv) relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Holders upon the conversion of their Senior Convertible Notes after any event referred to in such Section 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by the paragraph 7 of the reverse of the 2004 Senior Convertible Notes has occurred which makes the 2004 Senior Convertible Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent an Officers' Certificate stating that such event has occurred, on which Certificate the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such Officers' Certificate to the Trustee and the Conversion Agent immediately after the occurrence of any such event.

        In no event shall the Trustee or the Conversion Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee or the Conversion Agent have been advised of the likelihood of such loss or damage and regardless of the form of action.

        In no event shall the Trustee or the Conversion Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

        (vi)    Successive Adjustments.    After an adjustment to the Conversion Rate under Section 1.10(g), any subsequent event requiring an adjustment under Section 1.10(g) shall cause an adjustment to the Conversion Rate as so adjusted.

        (vii)    General Considerations.    Whenever successive adjustments to the Conversion Rate are called for pursuant to Sections 1.10(g) or 1.10(h), such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of 1.10(g) or 1.10(h) and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

        (i)    On conversion of a 2004 Senior Convertible Note, a Holder shall receive no payment for that portion of accrued and unpaid interest on the converted 2004 Senior Convertible Note attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Original Issue Date) through the Conversion Date with respect to the converted 2004 Senior Convertible Note.

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        SECTION 1.11    Additional Events of Default; Withholding Notice; Rescission.    (a) In addition to those matters set forth in Section 501 of the Original Indenture, an "Event of Default" with respect to the 2004 Senior Convertible Notes shall also mean any of the following events:

        (i)    default in the Company's obligation to repurchase 2004 Senior Convertible Notes upon the Company's exercise of its repurchase option pursuant to Section 1.06, upon the occurrence of a Fundamental Change pursuant to Section 1.07 or upon the exercise by a Holder of its option to require the Company to repurchase such Holder's Senior Convertible Notes pursuant to Section 1.08; or

        (ii)   default in the Company's obligation to convert the 2004 Senior Convertible Notes upon exercise of a Holder's conversion rights pursuant to Section 1.10 hereof; or

        (iii)  default by the Company in its obligation to provide notice of a Fundamental Change.

        (b)   The Trustee may withhold from the Holders notice of any continuing default or Event of Default (except a default or Event of Default in the payment of principal of, or interest on the 2004 Senior Convertible Notes) if it determines in good faith that withholding notice is in the Holders' interest.

        (c)   The Holders of a majority in aggregate principal amount of the 2004 Senior Convertible Notes then outstanding by notice to the Trustee may rescind any acceleration of the 2004 Senior Convertible Notes and its consequences if all existing Events of Default (other than the nonpayment of principal of, interest, Contingent Interest, if any, on the 2004 Senior Convertible Notes that has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission will affect any subsequent default or Event of Default or impair any right consequent thereto.

        SECTION 1.12    Amendment; Supplement; and Waiver.    In addition to those matters set forth in Section 902 of the Original Indenture, with respect to the 2004 Senior Convertible Notes, no amendment or supplemental indenture shall without the consent of the Holder of each Senior Convertible Note affected thereby:

        (a)   reduce the percentage of the Original Principal Amount of 2004 Senior Convertible Notes whose Holders must consent to an amendment, supplement or waiver;

        (b)   reduce the principal of, or premium on, or change the fixed Stated Maturity of any 2004 Senior Convertible Note or, except as permitted pursuant to clause (s), (v), (y) or (z) of the immediately following paragraph, alter the provisions with respect to the redemption or repurchase of the 2004 Senior Convertible Notes;

        (c)   reduce the rate of or change the time for payment of interest, including Contingent Interest, or defaulted interest on any 2004 Senior Convertible Notes;

        (d)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest (including Contingent Interest, if any) on the 2004 Senior Convertible Notes (except a rescission of acceleration of the 2004 Senior Convertible Notes by the Holders of at least a majority in aggregate Accreted Principal Amount of the 2004 Senior Convertible Notes and a waiver of the payment default that resulted from such acceleration);

        (e)   make the principal of, or premium, if any, or interest (including Contingent Interest, if any) on, any 2004 Senior Convertible Note payable in money other than as provided for in the Indenture and in the 2004 Senior Convertible Notes;

        (f)    make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of 2004 Senior Convertible Notes to receive payments of principal of, premium, if any, or interest (including Contingent Interest, if any) on the 2004 Senior Convertible Notes;

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        (g)   waive a redemption or repurchase payment with respect to any 2004 Senior Convertible Note;

        (h)   except as permitted by the Indenture, increase the Conversion Price or modify the provisions of the Indenture relating to conversion of the 2004 Senior Convertible Notes in a manner adverse to the Holders;

        (i)    make any change to the abilities of Holders of 2004 Senior Convertible Notes to enforce their rights under the Indenture or the foregoing provisions of this Section 1.12 or this provision;

        (j)    reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of the 2004 Senior Convertible Notes; or

        (k)   make any change that adversely affects the right to convert the 2004 Senior Convertible Notes.

        Notwithstanding the foregoing, without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the 2004 Senior Convertible Notes to:

        (s)   cure any ambiguity, defect or inconsistency or make any other changes in the provisions of the Indenture which they may deem necessary or desirable, provided such amendment does not materially and adversely affect the 2004 Senior Convertible Notes;

        (t)    provide for uncertificated 2004 Senior Convertible Notes in addition to or in place of certificated Senior Convertible Notes;

        (u)   provide for the assumption of the Company's obligations to Holders of 2004 Senior Convertible Notes in the circumstances required under the Indenture;

        (v)   provide for exchange rights of Holders of 2004 Senior Convertible Notes in certain events;

        (w)  reduce the Conversion Price;

        (x)   evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee;

        (y)   make any change that would provide any additional rights or benefits to the Holders of Senior Convertible Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; or

        (z)   comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939.

        In addition, with respect to the 2004 Senior Convertible Notes, to the extent set forth in Section 513 of the Original Indenture, the Holders of at least a majority in aggregate principal amount of the Outstanding 2004 Senior Convertible Notes may waive an existing default other than: (a) any default by the Company in any payment of the Redemption Price, Purchase Price or Fundamental Change Purchase Price with respect to any 2004 Senior Convertible Notes, or (b) any default which constitutes a failure to convert any 2004 Senior Convertible Note in accordance with its terms and the Indenture.

        SECTION 1.13    Register of Securities; Paying Agent; Conversion Agent.    Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security Registrar with respect to the 2004 Senior Convertible Notes with the Place of Payment for the 2004 Senior Convertible Notes initially being the Corporate Trust Office. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

        SECTION 1.14    Calculations in Respect of the 2004 Senior Convertible Notes.    The Trustee will act as Calculation Agent and will, in consultation with the Company, make all calculations called for under

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the 2004 Senior Convertible Notes other than calculations of interest. These calculations include, but are not limited to, determination of the Trading Price, Current Market Price, Closing Sale Price, interest rate on the 2004 Senior Convertible Notes, Conversion Rate, and Principal Return of the 2004 Senior Convertible Notes. The Trustee, in consultation with the Company, will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Trustee will forward its calculations to any Holder upon the request of such Holder.

        SECTION 1.15    Tax Treatment.    The Company hereby agrees, and by purchasing a beneficial ownership interest in the 2004 Senior Convertible Notes each Holder, and any person (including an entity) that acquires a direct or indirect beneficial interest in the 2004 Senior Convertible Notes, will be deemed to have agreed (i) for United States Federal income tax purposes to treat the 2004 Senior Convertible Notes as indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Payment Regulations"), (ii) for all tax purposes to treat the 2004 Senior Convertible Notes as indebtedness of the Company, (iii) for purposes of the Contingent Payment Regulations to treat the cash and fair market value of any Common Stock beneficially received by a beneficial Holder upon any conversion of the 2004 Senior Convertible Notes (or cash in lieu of Common Stock) as a contingent payment, and (iv) to be bound by the Company's projected payment schedule with respect to the 2004 Senior Convertible Notes. The provisions of this Indenture shall be interpreted to further this intention and agreement of the parties. The comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the 2004 Senior Convertible Notes for United States Federal income tax purposes. The comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the 2004 Senior Convertible Notes. For purposes of the foregoing, the Company's determination of the "comparable yield" is 8.28% per annum, compounded semiannually. A Holder of Senior Convertible Notes may obtain the Yield to Maturity, Issue Date, Comparable Yield and Projected Payment Schedule (which Schedule is attached hereto as Exhibit C) by submitting a written request to Bausch & Lomb Incorporated, One Bausch & Lomb Place Rochester, New York 14604, Attention: Chief Financial Officer.

        SECTION 1.16    Transfer and Exchange.

        (a)    Transfer and Exchange of Definitive Securities.    When Definitive Securities are presented to the Registrar with a request:

        (i)    to register the transfer of such Definitive Securities; or

        (ii)   to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

        (A)  shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

        (B)  are accompanied by the following additional information and documents, as applicable, if such Definitive Securities are Transfer Restricted Securities:

        (x)   if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Transfer Restricted Security); or

28

        (y)   if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Transfer Restricted Security); or

        (C)  if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the Transfer Restricted Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 1.16(e)(i).

        In case of redemption, the Registrar will not be required to register the transfer or exchange of any 2004 Senior Convertible Notes: (i) during a period of 15 days before any selection of Senior Convertible Notes for redemption; (ii) if the 2004 Senior Convertible Notes have been called for redemption in whole or in part, except the unredeemed portion of any 2004 Senior Convertible Notes being redeemed in part; or (iii) in respect of which a Fundamental Change Purchase Notice or Repurchase Notice has been given and not withdrawn, except the portion of the 2004 Senior Convertible Note not purchased of any 2004 Senior Convertible Note being purchased in part.

        (iii)    Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.    A Definitive Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with written instructions directing the Trustee to make, or to direct the securities custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the securities custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the securities custodian, the aggregate principal amount of securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 1.05(b), the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

        (b)    Transfer and Exchange of Global Securities.

        (i)    The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Security or another Global Security and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred.

        (ii)   If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records

29

the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Security from which such interest is being transferred.

        (iii)  Notwithstanding any other provisions of this Sixth Supplemental Indenture (other than the provisions set forth in Section 1.05), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

ARTICLE 2

MISCELLANEOUS PROVISIONS

        SECTION 2.01    Recitals by the Company.    The recitals in this Sixth Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the 2004 Senior Convertible Notes and of this Sixth Supplemental Indenture as fully and with like effect as if set forth herein in full.

        SECTION 2.02    Ratification and Incorporation of Original Indenture.    As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

        SECTION 2.03    Executed in Counterparts.    This Sixth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

        SECTION 2.04    Governing Law.    THIS SUPPLEMENTAL INDENTURE AND THE 2004 SENIOR CONVERTIBLE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

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        IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first above written.

	BAUSCH & LOMB INCORPORATED
	By:
	Name: Title:
Attest:
Name: Title:
	CITIBANK, N.A., as Trustee
	By:
	Name: Title:
Attest:
Name: Title:

SIGNATURE PAGE

EXHIBIT A

FORM OF
2004 FLOATING RATE SENIOR CONVERTIBLE NOTE DUE 2023

FOR PURPOSES OF SECTIONS 1272,1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE ORIGINAL ISSUE DISCOUNT AT THE ISSUER'S "COMPARABLE YIELD" FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION 1.15 OF THE INDENTURE, THE COMPANY AGREES, AND BY PURCHASING A BENEFICIAL OWNERSHIP INTEREST IN THE 2004 SENIOR CONVERTIBLE NOTES EACH HOLDER, AND ANY PERSON (INCLUDING AN ENTITY) THAT ACQUIRES A DIRECT OR INDIRECT BENEFICIAL INTEREST IN THE 2004 SENIOR CONVERTIBLE NOTES, WILL BE DEEMED TO HAVE AGREED (I) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES TO TREAT THE 2004 SENIOR CONVERTIBLE NOTES AS INDEBTEDNESS OF THE COMPANY THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (II) FOR ALL TAX PURPOSES TO TREAT THE 2004 SENIOR CONVERTIBLE NOTES AS INDEBTEDNESS OF THE COMPANY, (III) FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, TO TREAT THE CASH AND THE FAIR MARKET VALUE OF ANY COMMON STOCK BENEFICIALLY RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OF THE 2004 SENIOR CONVERTIBLE NOTES AS A CONTINGENT PAYMENT, AND (IV) TO BE BOUND BY THE COMPANY'S PROJECTED PAYMENT SCHEDULE WITH RESPECT TO THE 2004 SENIOR CONVERTIBLE NOTES. THE PROVISIONS OF THIS INDENTURE SHALL BE INTERPRETED TO FURTHER THIS INTENTION AND AGREEMENT OF THE PARTIES. THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF INTEREST ACCRUALS AND ADJUSTMENT THEREOF IN RESPECT OF THE 2004 SENIOR CONVERTIBLE NOTES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS DO NOT CONSTITUTE A PROJECTION OR REPRESENTATION REGARDING THE FUTURE STOCK PRICE OR THE AMOUNTS PAYABLE ON THE 2004 SENIOR CONVERTIBLE NOTES. FOR PURPOSES OF THE FOREGOING, THE COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" IS 8.28% PER ANNUM, COMPOUNDED SEMIANNUALLY. A HOLDER OF 2004 SENIOR CONVERTIBLE NOTES MAY OBTAIN THE YIELD TO MATURITY, ISSUE DATE, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE (WHICH SCHEDULE IS ATTACHED AS EXHIBIT C TO THE INDENTURE) BY SUBMITTING A WRITTEN REQUEST TO: BAUSCH & LOMB INCORPORATED, ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604, ATTENTION: CHIEF FINANCIAL OFFICER.

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OR TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE

A-1

ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

BAUSCH & LOMB INCORPORATED
2004 Floating Rate Senior Convertible Note due 2023

No. 1	CUSIP:
Issue Date: December    , 2004	Original Principal Amount: $

        BAUSCH & LOMB INCORPORATED, a New York corporation (the "Company"), promises to pay to CEDE & CO. or registered assigns, on August 1, 2023, the Accreted Principal Amount of this 2004 Senior Convertible Note on such date. This 2004 Senior Convertible Note is issued with an Original Principal Amount of                        DOLLARS ($                        ).

        This 2004 Senior Convertible Note shall not bear interest except as specified on the reverse side of this 2004 Senior Convertible Note. The Accreted Principal Amount of this 2004 Senior Convertible Note will accrue as specified on the reverse of this 2004 Senior Convertible Note. This 2004 Senior Convertible Note may be called for redemption at the option of the Company as specified on the reverse of this 2004 Senior Convertible Note. This 2004 Senior Convertible Note may be subject to repurchase by the Company at the option of the Holder as specified on the reverse of this 2004 Senior Convertible Note. This 2004 Senior Convertible Note is convertible as specified on the reverse of this 2004 Senior Convertible Note.

        Additional provisions of this 2004 Senior Convertible Note are set forth on the reverse of this 2004 Senior Convertible Note.

        IN WITNESS WHEREOF, the Company has caused this 2004 Senior Convertible Note to be duly executed.

Dated:

BAUSCH & LOMB INCORPORATED

By:

Name:

Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
CITIBANK, N.A. as Trustee, certifies that this is one of the 2004 Senior Convertible Notes referred to in the within-mentioned Indenture.
By:
	Authorized Officer
Dated:

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(Reverse of Security)

BAUSCH & LOMB INCORPORATED

2004 SENIOR CONVERTIBLE NOTE DUE 2023

1.

Interest and Contingent Interest.

        (a)   The 2004 Senior Convertible Notes will bear cash interest on the Original Principal Amount at the annual rate of Six Month LIBOR plus 0.50%, reset semi-annually on each Interest Payment Date (such day being an "Interest Reset Date"); provided that such rate will never be less than 0%, from August 1, 2004, or from the most recent date to which interest has been paid or provided for, until August 1, 2010. During such period, the Company will pay cash interest semi-annually in arrears on each Interest Payment Date to Holders of record at the close of business on each Regular Record Date immediately preceding such Interest Payment Date. The interest rate in effect for the 2004 Senior Convertible Notes on any day will be: (a) if that day is an Interest Reset Date, the interest determined as of the Determination Date immediately preceding such Interest Reset Date, or (b) if that day is not an Interest Reset Date, the interest rate determined as of the Determination Date immediately preceding the most recent Interest Reset Date. Each payment of cash interest on the 2004 Senior Convertible Notes will include interest (including Contingent Interest, if any) accrued through the day immediately preceding the most recent Interest Payment Date (or the Repurchase Date, Redemption Date, Fundamental Change Date or, in certain circumstances, the Conversion Date, as the case may be). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.

        LIBOR will be determined by the Calculation Agent as of the applicable determination date in accordance with the following provisions ("Six-Month LIBOR"):

        (i)    the rate for six-month deposits in US dollars commencing on the related Interest Reset Date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the interest Determination Date; or

        (ii)   if no rate appears on the particular interest Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Calculation Agent as the arithmetic mean of at least two offered quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Calculation Agent with its offered quotation for deposits in US dollars for the period of six months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that interest Determination Date and in a principal amount that is representative for a single transaction in US dollars in that market at that time; or

        (iii)  if fewer than two offered quotations referred to in clause (ii) are provided as requested, the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in US dollars to leading European banks for a period of six months and in a principal amount that is representative for a single transaction in US dollars in that market at that time; or

        (iv)  if the banks so selected by the Calculation Agent are not quoting as mentioned in clause (iii), six-month LIBOR determined on the preceding interest Determination Date.

        "Moneyline Telerate Page 3750" means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for US dollars.

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        If the Stated Maturity date of the 2004 Senior Convertible Notes falls on a day that is not a LIBOR Business Day, the related payment of principal and interest will be made on the next LIBOR Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such Stated Maturity date to the next LIBOR Business Day. If any Interest Reset Date or Interest Payment Date (other than at the date of Stated Maturity) would otherwise be a day that is not a LIBOR Business Day, that Interest Reset Date and Interest Payment Date will be postponed to the next date that is a LIBOR Business Day, except that if such LIBOR Business Day is in the next calendar month, such Interest Reset Date and Interest Payment Date (other than at the date of Stated Maturity) shall be the immediately preceding LIBOR Business Day.

        (b)   Until August 1, 2010, the Accreted Principal Amount of a 2004 Senior Convertible Note will be equal to the Original Principal Amount of $1,000. Beginning August 1, 2010, the 2004 Senior Convertible Note shall not bear interest, except as specified in this paragraph of the Indenture. From such date, the Original Principal Amount shall commence increasing daily by the annual rate of Six Month LIBOR plus 0.50% reset on each Interest Reset Date; provided that such rate will never be less than 0%, to produce the Accreted Principal Amount. The Accreted Principal Amount will compound semi-annually, not daily. On the Stated Maturity, the Holder of this 2004 Senior Convertible Note will receive the fully Accreted Principal Amount of this 2004 Senior Convertible Note on such date, unless the 2004 Senior Convertible Note has been earlier redeemed, repurchased or converted. Unless cash interest is payable as provided in paragraph 1(a) or 9 hereof, the accrued yield shall be added to the Accreted Principal Amount per Senior Convertible Note as of the day preceding the most recent Yield Reset Date. The yield will be calculated using the actual number of days elapsed between the Yield Reset Dates divided by 360.

        (c)   If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 502 of the Indenture, upon the date set for payment of the Redemption Price pursuant to paragraph 5 hereof, upon the date set for payment of the Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of this 2004 Senior Convertible Note) or if installments of cash interest due hereon are not paid when due in accordance with this paragraph, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at Six Month LIBOR plus 0.50% reset on each Interest Reset Date (provided that such rate will never be less than 0%) as such rate is in effect following the date such overdue amount was due, compounded quarterly, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in lieu of, and not in addition to, any subsequent increase in the Accreted Principal Amount.

        (d)   The Company will pay Contingent Interest to the Holders of the 2004 Senior Convertible Notes in respect of any six-month interest period from February 1 to July 31 and August 1 to January 31, commencing on or after August 1, 2010 for which the average Trading Price of a 2004 Senior Convertible Note for the applicable five Trading Day reference period equals or exceeds 120% of the sum of the Accreted Principal Amount and accrued interest, if any, for a 2004 Senior Convertible Note as of the day immediately preceding the first day of the applicable six-month interest period. The "five Trading Day reference period" means the five Trading Days ending on the third Trading Day immediately preceding the relevant six-month interest period. For any six-month interest period in respect of which Contingent Interest is payable, the Contingent Interest payable on each $1,000 principal amount of Notes shall be equal to 0.30% of the average Trading Price of a 2004 Senior Convertible Note for the applicable five Trading Day reference period. No Contingent Interest shall be payable on Senior Convertible Notes redeemed pursuant to this paragraph 6 on August 1, 2010 (or, if August 1, 2010 is not a Business Day, on the next following Business Day).

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        Upon determination that Holders will be entitled to receive Contingent Interest in respect of a six-month interest period, the Company shall notify the Holders. In connection with providing such notice, the Company will issue a press release containing information regarding the Contingent Interest determination or publish such information on the Company's then existing website or through such other public medium as the Company may use at that time.

        (e)   Interest, including Contingent Interest, if any, on any 2004 Senior Convertible Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Senior Convertible Note is registered at the close of business on the Regular Record Date for such interest or Contingent Interest, if any, at the office or agency of the Company maintained for such purpose. Each installment of interest or Contingent Interest, if any, on any 2004 Senior Convertible Note shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States.

        (f)    The amount of interest, including Contingent Interest, if any, payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any partial month. In the event that any Interest Payment Date on a 2004 Senior Convertible Note is not a Business Day, then a payment of the interest, including Contingent Interest, if any, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.

2.

Method of Payment.

        Subject to the terms and conditions of the Indenture, the Company will make payments in respect of Accreted Principal Amount, Principal Return, Redemption Prices, Purchase Prices, Fundamental Change Purchase Prices and on Stated Maturity to Holders who surrender Senior Convertible Notes to a Paying Agent to collect such payments in respect of the 2004 Senior Convertible Notes. In addition, the Company will pay cash interest beginning November 1, 2003 until August 1, 2010, as more fully described in paragraph 1 hereof. The Company will pay any cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money.

3.

Paying Agent, Conversion Agent and Registrar.

        Initially, Citibank, N.A. (the "Trustee") will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent and Registrar or co-registrar without notice, other than notice to the Trustee except that the Company will maintain at least one Paying Agent in the State of New York, The City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.

Indenture.

        The Company issued the 2004 Senior Convertible Notes pursuant to an Indenture dated as of September 1, 1991, as subsequently supplemented including by the Sixth Supplemental Indenture thereto dated December     , 2004 (the "Indenture"), between the Company and the Trustee. The terms of the 2004 Senior Convertible Notes include those stated in the Indenture and those made part of the Indenture by reference to the 2004 Senior Convertible Notes themselves and the Trust Indenture Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2004 Senior Convertible Notes are subject to all such terms, and 2004 Senior Convertible Note Holders are referred to the Indenture and the TIA for a statement of those terms. In the event of any inconsistency between the terms hereof and the terms of the Indenture, the terms of the Indenture shall prevail.

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        The 2004 Senior Convertible Notes are unsecured and unsubordinated obligations of the Company limited to $160,000,000 aggregate Original Principal Amount but not more than the original principal amount of all of the Company's Floating Rate Senior Convertible Notes due 2023 surrendered in exchange for the 2004 Senior Convertible Notes. The Indenture does not limit other indebtedness of the Company, secured or unsecured.

5.

Redemption at the Option of the Company.

        No sinking fund is provided for the 2004 Senior Convertible Notes. The 2004 Senior Convertible Notes are redeemable in cash as a whole, or from time to time in part, at any time at the option of the Company in accordance with the Indenture at 100% of the Accreted Principal Amount of the 2004 Senior Convertible Notes, plus any accrued and unpaid interest to the Redemption Date, provided that the 2004 Senior Convertible Notes are not redeemable prior to August 1, 2010.

        If less than all of the outstanding 2004 Senior Convertible Notes are to be redeemed, the Trustee will select the 2004 Senior Convertible Notes to be redeemed in Original Principal Amounts of $1,000 or integral multiples of $1,000 Original Principal Amount. In this case, the Trustee may select the 2004 Senior Convertible Notes by lot, pro rata or by any other method the Trustee considers fair and appropriate. If a portion of a Holder's Senior Convertible Notes is selected for partial redemption and the Holder converts a portion of the 2004 Senior Convertible Notes, the converted portion will be deemed to be the portion selected for redemption.

        If this 2004 Senior Convertible Note has been converted to a semi-annual cash interest paying note following the occurrence of a Tax Event, the Redemption Price will be equal to the Restated Principal Amount plus accrued and unpaid interest (including Contingent Interest, if any) from the date of such conversion to but not including the Redemption Date; but in no event will this 2004 Senior Convertible Note be redeemable before August 1, 2010.

        No Contingent Interest shall be payable on 2004 Senior Convertible Notes redeemed pursuant to this paragraph 5 on August 1, 2010 (or if August 1, 2010 is not a Business Day, on the following Business Day).

6.

Purchase by the Company at the Option of the Holder.

        Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the 2004 Senior Convertible Notes held by such Holder on August 1 of 2010, 2013 and 2018 at a Purchase Price in cash equal to 100% of the Accreted Principal Amount of such 2004 Senior Convertible Notes on the applicable Repurchase Date plus accrued and unpaid interest, including Contingent Interest, if any, to but not including the Repurchase Date, upon delivery of a Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on the third Business Day prior to such Repurchase Date and upon delivery of the 2004 Senior Convertible Notes to the Paying Agent by the Holder as set forth in the Indenture.

        If prior to a Repurchase Date this 2004 Senior Convertible Note has been converted to a semi-annual cash interest paying note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid cash interest, including Contingent Interest, if any, from the date of conversion to the Repurchase Date but not including the Repurchase Date as provided in the Indenture.

        At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase in cash all or a portion of the 2004 Senior Convertible Notes in integral multiples of $1,000 Original Principal Amount held by such Holder no later than 60 Business Days after the occurrence of a Fundamental Change of the Company for a Fundamental Change Purchase Price equal to 100% of the Accreted Principal Amount of such 2004 Senior

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Convertible Notes plus accrued and unpaid interest, including Contingent Interest, if any, to but not including the Fundamental Change Purchase Price Date, which Fundamental Change Purchase Price shall be paid in cash.

        Holders have the right to withdraw any Repurchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

        Payment of the Purchase Price for a 2004 Senior Convertible Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of such 2004 Senior Convertible Note, together with any necessary endorsements, to the Paying Agent at its office in the Borough of Manhattan, The City of New York, or any other office or the Paying Agent, at any time after delivery of the Repurchase Notice.

        If cash sufficient to pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, of all 2004 Senior Convertible Notes or portions thereof to be purchased as of the Repurchase Date or the Fundamental Change Purchase Price Date, as the case may be, is deposited with the Paying Agent on the Business Day immediately following to the Repurchase Date or on the Fundamental Change Purchase Price Date, as the case may be, such 2004 Senior Convertible Notes (or portions thereof) will cease to be outstanding, the Accreted Principal Amount shall cease to increase, and cash interest, including Contingent Interest, if any, shall cease to accrue on such 2004 Senior Convertible Notes (or portions thereof) on such Repurchase Date or Fundamental Change Purchase Price Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, if any, upon surrender of such 2004 Senior Convertible Notes). This will be the case whether or not book-entry transfer of the 2004 Senior Convertible Note has been made or the 2004 Senior Convertible Note has been delivered to the Paying Agent.

7.

Conversion.

        Conversion Based on Common Stock Price.    Subject to the provisions of this paragraph 7 including the settlement provisions described below and notwithstanding the fact that any other condition to conversion described below has not been satisfied, Holders may convert the 2004 Senior Convertible Notes on a Conversion Date at any time starting with the first day of any calendar quarter commencing after December 31, 2004 if the Closing Sale Price of the Common Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such preceding calendar quarter is greater than the conversion trigger price per share. The "conversion trigger price" for any calendar quarter shall be 120% of the accreted Conversion Price per share (as defined below) of Common Stock on the last Trading Day of such preceding calendar quarter. If the foregoing condition is satisfied, then the 2004 Senior Convertible Notes will be convertible at any time of the option of the Holder, through their maturity.

        The "accreted Conversion Price" per share of Common Stock as of any day equals the quotient of:

•

the Accreted Principal Amount on that day, divided by



•

the Conversion Rate on that day, subject to any adjustments to the Conversion Rate through that day.

        Beginning August 1, 2010, the accreted principal amount of a 2004 Senior Convertible Note will be equal to the Original Principal Amount of $1,000 increased daily by the annual rate of Six Month LIBOR plus 0.50%, reset on each Interest Reset Date.

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        Conversion Based on Trading Price of 2004 Senior Convertible Notes.    Subject to the provisions of this paragraph 7 including the settlement provisions described below and notwithstanding the fact that any other condition to conversion described below has not been satisfied, Holders may convert the 2004 Senior Convertible Notes, prior to August 1, 2020, during each of the five Business Day periods after any ten consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount of the 2004 Senior Convertible Notes was less than 97% of the product of (i) the average of Closing Sale Prices over the same ten day Trading Day period, and (ii) the applicable Conversion Rate of the 2004 Senior Convertible Notes. Upon conversion, the Company shall pay the holder of the converted 2004 Senior Convertible Note cash and Common Stock as provided in the Indenture.

        The "Trading Price" means, on any date, the average of the secondary market bid quotations for the 2004 Senior Convertible Notes obtained by the Trustee for $5,000,000 Original Principal Amount of 2004 Senior Convertible Notes at approximately 3:30 p.m., New York City time, on such date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Trustee, but two bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, one bid shall be used; and provided further that if the Trustee cannot reasonably obtain at least one bid for $5,000,000 Original Principal Amount of 2004 Senior Convertible Notes from a nationally recognized securities dealer or in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the 2004 Senior Convertible Notes, then the Trading Price per $1,000 Original Principal Amount of 2004 Senior Convertible Notes shall be deemed to be less than 97% of the product of: (a) the applicable Conversion Rate of the 2004 Senior Convertible Notes, and (b) the Closing Sale Price on such date.

        The Trustee (or other conversion agent appointed by the Company) shall have no obligation to determine the Trading Price unless the Company has requested such a determination; and the Company shall have no obligation to make such request unless a Holder provides it with reasonable evidence that the Trading Price per $1,000 Original Principal Amount of 2004 Senior Convertible Notes would be less than 97% of the product of the average Closing Sale Prices over the same ten Trading Day period and applicable Conversion Rate. If such evidence is provided, the Company shall instruct the Trustee (or other conversion agent) to determine the Trading Price of the 2004 Senior Convertible Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Original Principal Amount of 2004 Senior Convertible Notes is greater than 97% of the product of the average Closing Sale Price and the applicable Conversion Rate of the 2004 Senior Convertible Notes.

        Conversion upon Redemption.    Subject to the provisions of this paragraph 7 including the settlement provisions described below and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, a Holder may convert a 2004 Senior Convertible Note or portion of a 2004 Senior Convertible Note which has been called for redemption pursuant to paragraph 5 hereof, provided such 2004 Senior Convertible Notes are surrendered for conversion prior to the close of business on the Business Day immediately preceding the Redemption Date.

        Conversion Upon Occurrence of Certain Corporate Transactions.    Subject to the provisions of this paragraph 7 including the settlement provisions described below and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of the Company's assets pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in the Indenture, the 2004 Senior Convertible Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the actual effective date of such transaction, and, unless the transactions is a Cash Take-Over Transaction, as defined in the Indenture, at the effective time of such transaction the right to convert a 2004 Senior Convertible Note

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will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other assets of the Company or another person which the Holder would have received if the Holder had converted its 2004 Senior Convertible Note immediately prior to the transaction. If such transaction is a Cash Take-Over Transaction, the Additional Shares as provided in Section 1.10(g)(vii) shall be added to the number of shares of Common Stock to be delivered upon conversion as provided in Section 1.10(b)(ii) of the Indenture, unless the transaction is with an acquirer which has a class of publicly traded securities and the Company elects to treat the transaction as a Public Acquirer Change of Control under Section 1.10(g)(viii) of the Indenture. If the Company elects to treat the transaction as a Public Acquirer Change of Control, the Company shall cause notice of such election to be mailed to each Holder, at its address appearing on the 2004 Senior Note register, as soon as practicable and at least 5 trading days prior to the anticipated Effective Date of such transaction and, as of the Effective Date of the Public Acquirer Change of Control, the 2004 Senior Convertible Notes shall be convertible as described in Section 1.10(g)(viii) of the Indenture. If any transaction described in this paragraph also constitutes a Fundamental Change, a Holder will be able to require the Company to purchase all or a portion of such Holder's 2004 Senior Convertible Notes pursuant to Paragraph 6 and of the Indenture.

        Conversion Upon Other Events.    Subject to the provisions of this paragraph 7 including the settlement provisions described below and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event that the Company declares a dividend or distribution described in Section 1.10(g)(ii) of the Indenture, or a dividend or a distribution described in Section 1.10(g)(iv) of the Indenture where, the fair market value, per share, of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 10% of the Closing Sale Price of the Common Stock on the Business Day immediately preceding the date of declaration for such dividend or distribution or a Fundamental Change occurs other than pursuant to a transaction described in clause entitled "Conversion Upon Occurrence of Certain Corporate Transactions" above, the 2004 Senior Convertible Notes may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Date for such dividend or distribution or which shall be within 20 days after the occurrence of such Fundamental Change, as the case may be, and Senior Convertible Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date or until the Company announces that such dividend or distribution will not take place, with respect to a dividend or distribution, or within 30 days of such Fundamental Change Purchase Notice, in the case of such a Fundamental Change. No adjustment to the Conversion Rate or the ability of the Holders to convert this 2004 Senior Convertible Note will be made if the Company provides, as permitted in the Indenture, for Holders to participate in the transaction without conversion or in other cases specified in the Indenture.

        A 2004 Senior Convertible Note in respect of which a Holder has delivered a Repurchase Notice or Fundamental Change Purchase Notice exercising the option of such Holder to require the Company to purchase such 2004 Senior Convertible Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

        Conversion Generally.    The initial Conversion Rate is 16.2760 shares of Common Stock per $1,000 Original Principal Amount of each 2004 Senior Convertible Note, subject to adjustment for certain events described in the Indenture. The Company will pay to the holder of any converted 2004 Senior Convertible Note cash and, if the aggregate Conversion Value of the 2004 Senior Convertible Note to be converted exceeds the aggregate Accreted Principal Amount, shares of Common Stock as follows: (i) an amount in cash (the "Principal Return") equal to the lesser of (A) the aggregate Conversion Value of the 2004 Senior Convertible Notes to be converted, and (B) the aggregate Accreted Principal Amount of the 2004 Senior Convertible Notes to be converted; (ii) if the aggregate Conversion Value of the 2004 Senior Convertible Notes to be converted is greater than the Accreted Principal Amount,

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the number of whole shares of Common Stock equal to the sum of the Daily Share Amounts (as defined in the Indenture) for each Trading Day during the applicable Conversion Settlement Reference Period; and (iii) an amount in cash in lieu of any fractional shares which would otherwise be payable as a result of the calculation in subsection (ii) above, calculated as provided in the Indenture. The ability to surrender Senior Convertible Notes for conversion will expire at the close of business on July 31, 2023.

        In the event the Company exercises its option pursuant to Section 1.03(h) of the Indenture to have, in lieu of having the Accreted Principal Amount increase, interest accrue on the 2004 Senior Convertible Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option.

        Increases in the Accreted Principal Amount and cash interest (including Contingent Interest, if any, and interest payable upon the occurrence of a Tax Event, if any) will not be paid on 2004 Senior Convertible Notes that are converted, except accrued cash interest will be payable upon conversion of Senior Convertible Notes made concurrently with or after acceleration of 2004 Senior Convertible Notes following an Event of Default. Any 2004 Senior Convertible Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such 2004 Senior Convertible Notes on the corresponding Interest Payment Date and, except Senior Convertible Notes to be redeemed within this period, 2004 Senior Convertible Notes surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest, including Contingent Interest, with respect thereto that the registered Holder is to receive.

        To exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the 2004 Senior Convertible Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxes, if required.

        A Holder may convert a portion of a 2004 Senior Convertible Note if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a 2004 Senior Convertible Note, increases in the Accreted Principal Amount or cash interest (or interest if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the cash and Common Stock, if any, as provided above in exchange for the 2004 Senior Convertible Note being converted pursuant to the terms hereof, and the Principal Return and the fair market value of any shares of Common Stock issued, together with any such cash payment in lieu of fractional shares, shall be treated as paid and issued, to the extent thereof, first in exchange for increases in the Accreted Principal Amount or cash interest (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) accrued through the Conversion Date, and the balance, if any, shall be treated as issued in exchange for the Issue Price of the 2004 Senior Convertible Note being converted pursuant to the provisions hereof.

        The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all Holders of Common Stock of certain rights to

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purchase Common Stock for a period expiring within 60 days of the record date for such distribution at less than the current market price of the Common Stock at the time of the announcement of the distribution, distributions to such Holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (including cash dividends or distributions) and payments in respect of a tender offer or exchange offer for Common Stock by the Company or by a person other than the Company or one of its subsidiaries to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceed the current market price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, as provided in the Indenture. However, no adjustment need be made if 2004 Senior Convertible Note Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate.

        If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a 2004 Senior Convertible Note into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

        The Conversion Rate will not be adjusted for increases in the Accreted Principal Amount or accrued cash interest, and Contingent Interest, if any.

8.

Conversion Arrangement on Call for Redemption.

        Any 2004 Senior Convertible Notes called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders of such 2004 Senior Convertible Notes at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such 2004 Senior Convertible Notes from the Holders, to convert them into Common Stock of the Company and to make payment for such 2004 Senior Convertible Notes to the Trustee in trust for such Holders.

9.

Tax Event.

        From and after the date (the "Tax Event Date") of the occurrence of a Tax Event after August 1, 2010, the Company shall have the option to elect, by notice to the Trustee, in lieu of having Accreted Principal Amount increase, to have interest accrue and be paid in cash at the annual rate equal to Six Month LIBOR plus 0.50% reset on each Interest Reset Date; provided that such rate shall never be less than 0%, on a Restated Principal Amount per $1,000 Original Principal Amount (the "Restated Principal Amount") equal to the accrued Accreted Principal Amount through the Tax Event Date or the date the Company exercises the option provided for in this paragraph 9, whichever is later (the "Option Exercise Date"). Such interest shall be payable semi-annually on February 1 and August 1 of each year to Holders of record at the close of business on January 15 and July 15 immediately preceding such interest payment date. Interest will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the Option Exercise Date.

        The Trustee shall notify Holders of Senior Convertible Notes within 15 days after the Option Exercise Date that the Company has exercised the option provided for in this paragraph.

10.

Defaulted Interest.

        Except as otherwise specified with respect to the 2004 Senior Convertible Notes, any defaulted interest on any 2004 Senior Convertible Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date or accrual date, as the case may be, by virtue of having been such Holder, and such defaulted interest may be paid by the Company as provided for in the Indenture.

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11.

Denominations; Transfer; Exchange.

        The 2004 Senior Convertible Notes are in fully registered form, without coupons, in denominations of $1,000 of Original Principal Amount and integral multiples of $1,000. A Holder may transfer or exchange 2004 Senior Convertible Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any 2004 Senior Convertible Notes selected for redemption (except, in the case of a 2004 Senior Convertible Note to be redeemed in part, the portion of the 2004 Senior Convertible Note not to be redeemed) or any 2004 Senior Convertible Notes in respect of which a Repurchase Notice or Designated Event notice has been given and not withdrawn (except, in the case of a 2004 Senior Convertible Note to be purchased in part, the portion of the 2004 Senior Convertible Note not to be purchased) or any 2004 Senior Convertible Notes for a period of 15 days before the mailing of a notice of redemption of Senior Convertible Notes to be redeemed.

12.

Persons Deemed Owners.

        The registered Holder of this 2004 Senior Convertible Note may be treated as the owner of this 2004 Senior Convertible Note for all purposes.

13.

Unclaimed Money or Securities.

        The Trustee and the Paying Agent shall return to the Company, upon written request any money or securities held by them for the payment of any amount with respect to the 2004 Senior Convertible Notes that remains unclaimed for two years, subject to applicable unclaimed property laws. After return to the Company Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

14.

Amendment; Waiver.

        Subject to certain exceptions, the Indenture or the 2004 Senior Convertible Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Senior Convertible Notes, and any existing default may be waived with the consent of the Holders of a majority in aggregate Accreted Principal Amount of the then outstanding Senior Convertible Notes.

        Without the consent of any Holder, the Indenture or the 2004 Senior Convertible Notes may be amended to: (s) cure any ambiguity or correct or supplement any defective or inconsistent provision contained in the Indenture, or make any other changes in the provisions of the Indenture which the Company and the Trustee may deem necessary or desirable provided such amendment does not materially and adversely affect the legal rights under the Indenture of the Holders of 2004 Senior Convertible Notes; (t) provide for uncertificated 2004 Senior Convertible Notes in addition to or in place of certificated 2004 Senior Convertible Notes; (u) provide for the assumption of the Company's obligations to Holders of 2004 Senior Convertible Notes in circumstances required under the Indenture; (v) provide for exchange rights of Holders of 2004 Senior Convertible Notes in certain circumstances; (w) reduce the Conversion Price; (x) evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee; (y) make any change that would provide any additional rights or benefits to the Holders of 2004 Senior Convertible Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; or (z) comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any 2004 Senior Convertible Notes held by a non-consenting Holder): (a) reduce the percentage of Original Principal Amount of 2004 Senior Convertible Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, or premium on, or change the Stated

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Maturity of any 2004 Senior Convertible Note or, except as permitted pursuant to clause (s), (v), (y) or (z) of the immediately preceding paragraph, alter the provisions with respect to the redemption or repurchase of the 2004 Senior Convertible Notes; (c) reduce the rate of or change the time for payment of interest, including Contingent Interest, or defaulted interest, on any 2004 Senior Convertible Notes; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest (including Contingent Interest, if any) on the 2004 Senior Convertible Notes (except a rescission of acceleration of the 2004 Senior Convertible Notes by the Holders of at least a majority in aggregate Accreted Principal Amount of the 2004 Senior Convertible Notes and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest (including Contingent Interest, if any) on, any 2004 Senior Convertible Note payable in money other than as provided for in the Indenture and in the 2004 Senior Convertible Notes; (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Senior Convertible Notes to receive payments of principal of, premium, if any, or interest (including Contingent Interest, if any) on the 2004 Senior Convertible Notes; (g) waive a redemption or repurchase payment with respect to any 2004 Senior Convertible Note; (h) except as permitted by the Indenture, increase the Conversion Price or modify the provisions of the Indenture relating to conversion of the 2004 Senior Convertible Notes in a manner adverse to the Holders; (i) make any change to the abilities of Holders of Senior Convertible Notes to enforce their rights under the Indenture or the foregoing provisions of this paragraph 14 or this provision; (j) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of the 2004 Senior Convertible Notes; or (k) make any change that adversely affects the right to convert the 2004 Senior Convertible Notes.

15.

Defaults and Remedies.

        An Event of Default is: (a) default for 30 days or more in payment of any installment of interest (including contingent interest, if any) on the 2004 Senior Convertible Notes; (b) default in payment of the principal of, or premium, if any, on the 2004 Senior Convertible Notes, when due at maturity, upon repurchase, upon acceleration or otherwise; (c) default in the Company's obligation to repurchase Senior Convertible Notes upon the Company's exercise of its repurchase option pursuant to Section 1.06 of the Indenture, upon the occurrence of a Fundamental Change pursuant to Section 1.07 of the Indenture or upon the exercise by a Holder of its option to require the Company to repurchase such Holder's Senior Convertible Notes pursuant to Section 1.08 of the Indenture; (d) default by the Company in its obligation to provide notice of a Fundamental Change.; (e) default in the Company's obligation to convert the 2004 Senior Convertible Notes upon exercise of a Holder's conversion rights pursuant to Section 1.10 of the Indenture; (f) default by the Company for 60 days or more after notice as provided in the Indenture in the observance or performance of any other covenants in the Indenture; (g) default by the Company under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company for money borrowed which and shall result in more than $20,000,000 in principal amount of such indebtedness becoming declared due and payable, and such acceleration shall not have been rescinded, annulled or discharged within 30 days after notice is given as specified in the Indenture; or (h) certain events involving bankruptcy, insolvency or reorganization of the Company or any Material Subsidiary.

        If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate Accreted Principal Amount of the then outstanding Senior Convertible Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest (including Contingent Interest, if any) on all Senior Convertible Notes then outstanding to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company or any of its Material Subsidiaries, all outstanding Senior Convertible Notes become due and payable without further action or notice. Holders of Senior Convertible Notes may not enforce the Indenture or the 2004 Senior Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the 2004 Senior Convertible Notes. Subject to certain limitations, Holders of a

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majority in principal amount of the then outstanding Senior Convertible Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest (including Contingent Interest, if any) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

16.

Trustee Dealings with the Company.

        Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Senior Convertible Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

17.

No Recourse Against Others.

        A director, officer, employee, agent, representative, stockholder or equity Holder, as such, of the Company shall not have any liability for any obligations of the Company under the 2004 Senior Convertible Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 2004 Senior Convertible Note, each 2004Senior Convertible Note Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the 2004 Senior Convertible Notes.

18.

Authentication.

        This 2004 Senior Convertible Note shall not be valid until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this 2004 Senior Convertible Note.

19.

Abbreviations.

        Customary abbreviations may be used in the name of a 2004 Senior Convertible Note Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.

GOVERNING LAW.

        THIS 2004 SENIOR CONVERTIBLE NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

        The Company will furnish to any 2004 Senior Convertible Note Holder upon written request and without charge a copy of the Indenture that has in it the text of this 2004 Senior Convertible Note in larger type. Requests may be made to:

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604
Attention: Chief Financial Officer

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ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM—	as tenants in common
UNIF GIFT MIN ACT—	Custodian
	(Cust)                    (Minor)
	under Uniform Gifts to Minors Act
TEN ENT—	as tenants by the entireties
JT TEN—	as joint tenants with rights of survivorship and not as tenants in common                      (State)

Additional abbreviations may also be used though not on the above list.

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES

        This Certificate relates to $                principal amount of securities held in (check applicable space)    book-entry or     definitive form by                        (the "Transferor").

The Transferor (check one box below):

o

has requested the Trustee by written order to deliver, in exchange for its beneficial interest in the Global Security held by the Depositary, a security or securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or



o

has requested the Trustee by written order to exchange or register the transfer of a security or securities.

[INSERT NAME OF TRANSFEROR]

Dated:

By:

SIGNATURE GUARANTEE

        Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in Principal Amount represented by this Global Security have been made:

Date Amount of decrease in
Principal Amount of
this Global Security Amount of increase in
Principal Amount of
this Global Security Principal Amount of
this Global Security
following such decrease
or increase Signature of
authorized signatory
of Trustee or
Securities Custodian

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ASSIGNMENT FORM

To assign this security, fill in the form below:
I or we assign and transfer this security to

(Print or type assignee's name, address and zip code)

(Insert assignee's social security or tax I.D. No.)

and irrevocably appoint                        agent to transfer this security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this security.

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FORM OF CONVERSION NOTICE

To: Bausch & Lomb Incorporated

        The undersigned registered Holder of this security hereby exercises the option to convert this security, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for shares of Common Stock of Bausch & Lomb Incorporated in accordance with the terms of the Indenture referred to in this security, and directs that the Principal Return, shares of Common Stock, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion in lieu of fractional shares, and any securities representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If the Principal Return, any shares of Common Stock, or any portion of this security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

        This notice shall be deemed to be an irrevocable exercise of the option to convert this security.

Dated:
	Signature(s)
	Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or securities to be delivered, other than to or in the name of the registered Holder.
	Signature Guarantee
Fill in for registration of shares if to be delivered, and securities if to be issued other than to and in the name of registered Holder:
(Name)	Certificate No(s) of securities (not required for Global Securities)
(Street Address)	Principal amount to be converted (if less than all): $        ,000
(City state and zip code) Please print name and address	Social Security or Other Taxpayer I.D. Number

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FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To: Bausch & Lomb Incorporated

        The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the check in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any portion of this security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:
	Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if securities are to be delivered, other than to or in the name of the registered Holder.
	Signature Guarantee

Fill in for registration of shares if to be delivered, and securities if to be issued other than to and in the name of registered Holder:

(Name)	Certificate No(s) of securities (not required for Global Securities)
(Street Address)	Principal amount to be purchased (if less than all): $        ,000
(City state and zip code) Please print name and address	Social Security or Other Taxpayer Number

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FORM OF REPURCHASE NOTICE

To: Bausch & Lomb Incorporated

        The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the Holder's option to require the Company to repurchase this security and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the consideration in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. The 2004 Senior Convertible Notes shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified in the 2004 Senior Convertible Notes and in the Indenture. In the event the Company elected, pursuant to the notice that it is required to give, to pay the Purchase Price in shares of Common Stock, but the Purchase Price is ultimately paid to the Holder entirely in cash because any of the conditions to payment of the Purchase Price, or any portion of the Purchase Price, in shares of Common Stock is not satisfied prior to the close of business on the last Business Day prior to the Repurchase Date, the undersigned elects¹ [strike out the inapplicable election]: (A) to withdraw the purchase notice as to $                        in aggregate principal amount of the 2004 Senior Convertible Notes to which it relates; or (B) to receive cash in respect of the entire Purchase Price for all Senior Convertible Notes subject to the purchase notice. If any portion of this security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. The term "consideration" as used within this paragraph shall mean cash or Common Stock.

Dated:
	Signature(s)
	Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if securities are to be delivered, other than to or in the name of the registered Holder.
	Signature Guarantee

Fill in for registration of securities if to be issued other than to and in the name of registered Holder:

(Name)	Certificate No(s) of securities (not required for Global Securities)
(Street Address)	Principal amount to be purchased (if less than all): $        ,000
(City state and zip code) Please print name and address	Social Security or Other Taxpayer Number

¹

If a Holder fails to indicate its choice with respect to this election, such Holder will be deemed to have elected to receive cash in respect of the entire Purchase Price for all Senior Convertible Notes subject to the Company Purchase Notice in these circumstances.

A-21

EXHIBIT B

CERTIFICATE OF AUTHENTICATION

        This is one of the securities of the series designated therein referred to in the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:	Authorized Officer

B-1

EXHIBIT C

PROJECTED PAYMENT SCHEDULE

Date	Actual/360 Factor	Projected Stock Price (Based on Return)		Projected 6 months LIBOR (annual rate)	Accreted Principal Value of Convertible		Bond Principal Accreted at Comparable Yield		Market Value of Covert Feature (Based on Parity)		Non Contingent Payment		Contingent Payment		Tax Deduction		Payment Upon Conversion Pri to Maturity		Total Projected Payments		Discount Factor Using Comparable Yield	Present Value of Contingent Payment		Present Value of Total Projected Payments
08/04/2003		$	40.96	1.10%	$	1,000.00	$	1,000.00	$	666.66		—		—		—		—		—			—
02/01/2004	0.503	$	42.78	1.17%	$	1,000.00	$	1,033.59	$	696.31	$	8.04	$	0.00	$	41.63		—	$	8.04	0.9600	$	0.00	$	7.72
08/01/2004	0.506	$	44.69	1.65%	$	1,000.00	$	1,068.39	$	727.45	$	8.46	$	0.00	$	43.27		—	$	8.46	0.9215	$	0.00	$	7.80
02/01/2005	0.511	$	46.71	2.01%	$	1,000.00	$	1,102.59	$	760.33	$	11.01	$	0.00	$	45.21		—	$	11.01	0.8840	$	0.00	$	9.74
08/01/2005	0.503	$	48.79	2.75%	$	1,000.00	$	1,135.87	$	794.14	$	12.63	$	0.00	$	45.90		—	$	12.63	0.8487	$	0.00	$	10.72
02/01/2006	0.511	$	51.00	3.24%	$	1,000.00	$	1,167.31	$	830.04	$	16.62	$	0.00	$	48.07		—	$	16.62	0.8143	$	0.00	$	13.54
08/01/2006	0.503	$	53.27	3.74%	$	1,000.00	$	1,197.10	$	866.96	$	18.81	$	0.00	$	48.60		—	$	18.81	0.7817	$	0.00	$	14.70
02/01/2007	0.511	$	55.67	4.18%	$	1,000.00	$	1,226.11	$	906.15	$	21.65	$	0.00	$	50.66		—	$	21.65	0.7500	$	0.00	$	16.23
08/01/2007	0.503	$	58.15	4.42%	$	1,000.00	$	1,253.62	$	946.44	$	23.53	$	0.00	$	51.04		—	$	23.53	0.7200	$	0.00	$	16.94
02/01/2008	0.511	$	60.78	4.78%	$	1,000.00	$	1,281.53	$	989.23	$	25.14	$	0.00	$	53.05		—	$	25.14	0.6908	$	0.00	$	17.37
08/01/2008	0.506	$	63.50	4.88%	$	1,000.00	$	1,308.50	$	1,033.46	$	26.67	$	0.00	$	53.64		—	$	26.67	0.6630	$	0.00	$	17.68
02/01/2009	0.511	$	66.37	5.15%	$	1,000.00	$	1,336.38	$	1,080.18	$	27.50	$	0.00	$	55.38		—	$	27.50	0.6361	$	0.00	$	17.49
08/01/2009	0.503	$	69.32	5.28%	$	1,000.00	$	1,363.61	$	1,128.22	$	28.40	$	0.00	$	55.63		—	$	28.40	0.6107	$	0.00	$	17.35
02/01/2010	0.511	$	72.45	5.49%	$	1,000.00	$	1,391.79	$	1,179.22	$	29.53	$	0.00	$	57.71		—	$	29.53	0.5859	$	0.00	$	17.30
08/01/2010	0.503	$	75.67	5.54%	$	1,000.00	$	1,419.62	$	1,231.66	$	30.11	$	0.00	$	57.94		—	$	30.11	0.5625	$	0.00	$	16.94
02/01/2011	0.511	$	79.09	5.70%	$	1,030.85	$	1,475.92	$	1,287.34	$	0.00	$	3.78	$	60.08		—	$	3.78	0.5396	$	2.04	$	2.04
08/01/2011	0.503	$	82.61	5.69%	$	1,062.97	$	1,533.48	$	1,344.58	$	0.00	$	3.88	$	61.44		—	$	3.88	0.5181	$	2.01	$	2.01
02/01/2012	0.511	$	86.35	5.81%	$	1,096.61	$	1,594.25	$	1,405.37	$	0.00	$	4.12	$	64.90		—	$	4.12	0.4970	$	2.05	$	2.05
08/01/2012	0.506	$	90.21	5.97%	$	1,131.58	$	1,656.72	$	1,468.21	$	0.00	$	4.26	$	66.74		—	$	4.26	0.4771	$	2.03	$	2.03
02/01/2013	0.511	$	94.29	6.06%	$	1,168.98	$	1,722.33	$	1,534.58	$	0.00	$	4.50	$	70.11		—	$	4.50	0.4577	$	2.06	$	2.06
08/01/2013	0.503	$	98.48	6.03%	$	1,207.53	$	1,789.40	$	1,602.82	$	0.00	$	4.63	$	71.70		—	$	4.63	0.4394	$	2.03	$	2.03
02/01/2014	0.511	$	102.93	6.09%	$	1,247.80	$	1,860.21	$	1,675.28	$	0.00	$	4.92	$	75.73		—	$	4.92	0.4216	$	2.07	$	2.07
08/01/2014	0.503	$	107.51	6.12%	$	1,289.11	$	1,932.60	$	1,749.78	$	0.00	$	5.05	$	77.44		—	$	5.05	0.4047	$	2.05	$	2.05
02/01/2015	0.511	$	112.37	6.16%	$	1,332.72	$	2,009.02	$	1,828.88	$	0.00	$	5.37	$	81.79		—	$	5.37	0.3883	$	2.08	$	2.08
08/01/2015	0.503	$	117.36	6.33%	$	1,377.31	$	2,087.14	$	1,901.21	$	0.00	$	5.52	$	83.64		—	$	5.52	0.3728	$	2.06	$	2.06
02/01/2016	0.511	$	122.67	6.36%	$	1,425.42	$	2,169.61	$	1996.57	$	0.00	$	5.86	$	88.33		—	$	5.86	0.3576	$	2.09	$	2.09
08/01/2016	0.506	$	128.15	6.38%	$	1,474.84	$	2,254.38	$	2,085.84	$	0.00	$	6.06	$	90.82		—	$	6.06	0.3433	$	2.08	$	2.08
02/01/2017	0.511	$	133.95	6.38%	$	1,526.67	$	2,343.38	$	2,180.14	$	0.00	$	6.40	$	95.41		—	$	6.40	0.3293	$	2.11	$	2.11
08/01/2017	0.503	$	139.90	6.39%	$	1,579.49	$	2,434.36	$	2,277.09	$	0.00	$	6.58	$	97.56		—	$	6.58	0.3162	$	2.08	$	2.08
02/01/2018	0.511	$	146.23	6.38%	$	1,635.07	$	2,530.40	$	2,380.03	$	0.00	$	6.98	$	103.02		—	$	6.98	0.3033	$	2.12	$	2.12
08/01/2018	0.503	$	152.73	6.47%	$	1,691.62	$	2,628.56	$	2,485.86	$	0.00	$	7.18	$	105.34		—	$	7.18	0.2912	$	2.09	$	2.09
02/01/2019	0.511	$	159.64	6.45%	$	1,751.86	$	2,732.18	$	2,598.24	$	0.00	$	7.62	$	111.14		—	$	7.62	0.2794	$	2.13	$	2.13
08/01/2019	0.503	$	166.74	6.43%	$	1,813.06	$	2,838.08	$	2,713.78	$	0.00	$	7.84	$	113.74		—	$	7.84	0.2682	$	2.10	$	2.10
02/01/2020	0.511	$	174.27	6.40%	$	1,877.27	$	2,949.87	$	2,836.46	$	0.00	$	8.32	$	120.11		—	$	8.32	0.2573	$	2.14	$	2.14
08/01/2020	0.506	$	182.07	6.37%	$	1,942.77	$	3,064.75	$	2,963.30	$	0.00	$	8.60	$	123.48		—	$	8.60	0.2470	$	2.12	$	2.12
02/01/2021	0.511	$	190.30	6.34%	$	2,011.02	$	3,185.36	$	3,097.26	$	0.00	$	9.09	$	129.70		—	$	9.09	0.2370	$	2.15	$	2.15
08/01/2021	0.503	$	198.76	6.30%	$	2,080.17	$	3,308.62	$	3,234.99	$	0.00	$	9.34	$	132.61		—	$	9.34	0.2275	$	2.13	$	2.13
02/01/2022	0.511	$	207.74	6.265	$	2,152.51	$	3,438.72	$	3,381.23	$	0.00	$	9.92	$	140.02		—	$	9.92	0.2182	$	2.17	$	2.17
08/01/2022	0.503	$	216.98	6.22%	$	2,225.71	$	3,571.67	$	3,531.59	$	0.00	$	10.20	$	143.15		—	$	10.20	0.2095	$	2.14	$	2.14
02/01/2023	0.511	$	226.79	6.18%	$	2,302.19	$	3,712.00	$	3,691.25	$	0.00	$	10.83	$	151.15		—	$	10.83	0.2010	$	2.18	$	2.18
08/01/2023	0.503	$	236.88	6.06%	$	2,379.48	$	3,855.39	$	3,855.39	$	0.00	$	11.14	$	154.53	$	3,855.39	$	3,866.53	0.1930	$	2.15	$	746.17
												288.12	$	177.99	$	3,321.50	$	3,855.39	$	4,321.50	Total PV	$	54.46	$	1,000.00

Note: Exhibit C (the projected payment schedule) to the Indenture has been moved to a separate document to facilitate printing.

C-1

EXHIBIT D

TABLE OF ADDITIONAL SHARES IN EVENT OF CASH TAKE-OVER TRANSACTION PURSUANT TO SECTION 1.10(g)(vii)
OF
SIXTH SUPPLEMENTAL INDENTURE

        The following table sets forth the hypothetical Stock Price and number of Additional Shares, subject to adjustment upon adjustment to the Conversion Rate, issuable per $1,000 aggregate principal amount of Securities as provided in Section 1.10(g)(vii) of the Indenture:

ADDITIONAL SHARES ON CASH TAKE-OVER
(EXPRESSED AS SHARES PER $1,000 ORIGINAL PRINCIPAL AMOUNT)

	Stock Price on Effective Date of Change of Control
Effective Date
	$40.96	$42.00	$46.00	$50.00	$54.00	$58.00	$62.00	$66.00	$100.00	$150.00	$200.00	$250.00
August 1, 2004	9.9935	9.5335	8.0044	6.7860	5.8018	4.9981	4.3337	3.7816	1.4110	0.4093	0.0810	0.0000
August 1, 2005	9.5717	9.0974	7.5277	6.2841	5.2881	4.4825	3.8250	3.2841	0.8763	0.1864	0.0165	0.0000
August 1, 2006	9.3334	8.8471	7.2403	5.9728	4.9633	4.1526	3.4965	2.9619	0.7634	0.1336	0.0025	0.0000
August 1, 2007	8.9233	8.4188	6.7555	5.4506	4.4207	3.6036	2.9521	2.4304	0.5567	0.0744	0.0000	0.0000
August 1, 2008	8.5541	8.0229	6.2716	4.9042	3.8363	3.0031	2.3535	1.8475	0.2664	0.0164	0.0000	0.0000
August 1, 2009	8.2838	7.7119	5.8136	4.3271	3.1790	2.3070	1.6563	1.1792	0.0848	0.0082	0.0000	0.0000
August 1, 2010	8.1381	7.5335	5.4631	3.7240	2.2425	0.9654	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

Determination of Additional Shares if the Stock Price and Effective Date are not set forth on the table above and the Stock Price is:

(a)  between two Stock Prices on the table or the Effective Date is between two dates on the table, the number of Additional Shares will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price and the two Effective Dates, as applicable, based on a 365-day year;

(b)  in excess of $200.00 per share (subject to adjustment), no Additional Shares will be issued upon conversion; or

(c)  less than $40.96 per share (subject to adjustment), no Additional Shares will be issued upon conversion.

        Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion of the 2004 Senior Convertible Notes exceed 24.4141 for each $1,000 Original Principal Amount.

D-1

QuickLinks

ARTICLE 1 2004 SENIOR CONVERTIBLE SECURITIES DUE 2023
ARTICLE 2 MISCELLANEOUS PROVISIONS
EXHIBIT A
FORM OF 2004 FLOATING RATE SENIOR CONVERTIBLE NOTE DUE 2023
BAUSCH & LOMB INCORPORATED 2004 Floating Rate Senior Convertible Note due 2023
(Reverse of Security) BAUSCH & LOMB INCORPORATED 2004 SENIOR CONVERTIBLE NOTE DUE 2023
ABBREVIATIONS
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES
SIGNATURE GUARANTEE
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
ASSIGNMENT FORM
FORM OF CONVERSION NOTICE
FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE
FORM OF REPURCHASE NOTICE
CERTIFICATE OF AUTHENTICATION
PROJECTED PAYMENT SCHEDULE
TABLE OF ADDITIONAL SHARES IN EVENT OF CASH TAKE-OVER TRANSACTION PURSUANT TO SECTION 1.10(g)(vii) OF SIXTH SUPPLEMENTAL INDENTURE
ADDITIONAL SHARES ON CASH TAKE-OVER (EXPRESSED AS SHARES PER $1,000 ORIGINAL PRINCIPAL AMOUNT)

EX-5.1

Exhibit 5.1

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604

November 15, 2004

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604

Ladies and Gentlemen:

        I am Senior Vice President and General Counsel of Bausch & Lomb Incorporated (the "Company") and I am rendering this opinion in connection with the Registration Statement on Form S-4 filed on the date hereof (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration by the Company of: (i) $160,000,000 aggregate principal amount of the Company's 2004 Senior Convertible Securities due 2023 (the "New Securities"), and (ii) an indeterminate number of shares of common stock of the Company, $0.40 par value per share, determined and subject to adjustment as provided in the Indenture (as hereinafter defined) (the "Shares"), into which the New Securities may be converted. The New Securities are to be issued in exchange for outstanding Floating Rate Convertible Senior Notes due 2023 and an exchange fee ("Exchange Fee") as described in the prospectus (the "Prospectus") forming a part of the Registration Statement.

        The Company and Citibank, N.A., as trustee (the "Trustee"), have previously entered into an Indenture, dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, and Supplemental Indenture No. 5, dated August 4, 2003 (collectively, the "Original Indenture"), providing for the issuance of a series of Floating Rate Convertible Senior Notes due 2023 in an aggregate principal amount of $160,000,000 (the "Old Notes"). The Company and the Trustee will enter into an Sixth Supplemental Indenture (the "Sixth Supplemental Indenture", and together with the Original Indenture, the "Indenture"), providing for the exchange of the Old Notes issued pursuant to the Original Indenture for the New Securities to be issued pursuant to the Indenture and the Exchange Fee as described in the Prospectus.

        In connection with the foregoing, I, or attorneys directly or indirectly under my supervision, have examined the Registration Statement, the Prospectus, the Indenture and the form of New Securities attached as an exhibit to the Indenture. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents and have made such investigations of law as I have deemed necessary or appropriate as a basis for the opinions expressed below.

        In rendering the following opinions, I have assumed, without investigation, the authenticity of any document or other instrument submitted to me as an original, the conformity to the originals of any document or other instrument submitted to me as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof.

        Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after the Securities and Exchange Commission shall have entered an appropriate order declaring the Registration Statement effective under the Securities Act of 1933, as amended, I am the opinion that:

        1.     The Indenture has been duly authorized and when executed and delivered will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its

terms except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting the enforcement of, creditors' rights and remedies, (y) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and (z) public policy.

        2.     The New Securities have been duly authorized and when issued in exchange for the Old Notes as provided in the Indenture and the Prospectus will be duly and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting the enforcement of, creditors' rights and remedies, (y) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and (z) public policy.

        3.     The Shares have been duly authorized and when issued upon conversion of the New Securities in accordance with the terms of the New Securities will be validly issued, fully paid and non-assessable.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the Prospectus.

Very truly yours,

/s/ Robert B. Stiles

Robert B. Stiles, General Counsel

EX-8.1

Exhibit 8.1

NIXON PEABODY LLP
Attorneys at Law
437 Madison Avenue
New York, New York 10022
(212) 940-3000
Fax: (212) 940-3111

November 15, 2004

Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604

Ladies and Gentlemen:

        We have acted as counsel to Bausch & Lomb Incorporated (the "Company") in connection with certain matters relating to its Registration Statement on Form S-4 (the "Registration Statement") filed today with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration by the Company of: (i) $160,000,000 aggregate principal amount of the Company's 2004 Senior Convertible Securities due 2023 (the "New Securities"), and (ii) an indeterminate number of shares of common stock of the Company, $0.40 par value per share (the "Shares"), subject to adjustment as provided in the Indenture (as hereinafter defined), into which the New Securities may be converted to be issued in exchange for outstanding Floating Rate Convertible Senior Notes due 2023 and an exchange fee ("Exchange Fee") as described in the prospectus (the "Prospectus") forming a part of the Registration Statement. This opinion relates to the accuracy of information set forth under the caption "MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS" of the Prospectus. All capitalized terms used by not defined herein shall have the meaning ascribed to them in the Registration Statement.

        The Company and Citibank, N.A., as trustee (the "Trustee"), have previously entered into an Indenture, dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, and Supplemental Indenture No. 5, dated August 4, 2003 (collectively, the "Original Indenture"), providing for the issuance of a series of Floating Rate Convertible Senior Notes due 2023 in an aggregate principal amount of $160,000,000 (the "Old Notes"). The Company and the Trustee will enter into a Sixth Supplemental Indenture (the "Sixth Supplemental Indenture", and together with the Original Indenture, the "Indenture"), providing for the exchange of the Old Notes issued pursuant to the Original Indenture for the New Securities issued the Indenture and the Exchange Fee as described in the Prospectus.

        We have reviewed the Registration Statement and the Prospectus, as well as the Indenture issued and the form of the New Securities attached as an Exhibit to the Indenture. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates and other documents and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion expressed below.

        Based upon our examination of the foregoing items, and subject to the assumption, exceptions, limitations and qualifications set forth therein, we are of the opinion that under current United States federal income tax law, although such discussion does not purport to discuss all possible United States federal income tax consequences of the exchange by holders of their Old Notes for New Securities and the Exchange Fee as described in the Prospectus, the discussion set forth in the Prospectus under the caption "MATERIAL U. S. FEDERAL INCOME TAX CONSIDERATIONS" is accurate in all material respects.

        Our opinions expressed herein are based upon our interpretation of current provisions of the Internal Revenue Code and existing judicial decisions, administrative regulations and published rulings and procedures. Our opinions are not binding upon the Internal Revenue Service or courts and there is no assurance that the Internal Revenue Service will not successfully challenge the conclusions set forth therein. No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retrospective basis, would not adversely affect the accuracy of the conclusions state herein. We undertake no obligation to advise you of changes in law which may occur after the date hereof.

        We hereby consent to the reference to us under the caption "LEGAL MATTERS" in the Registration Statement, and to the filing of this opinion as an Exhibit to the Registration Statement, without implying or admitting that we are experts within the meaning of the Securities Act of 1933, as amended, with respect to any part of the Registration Statement.

        This letter is furnished to the Company and is solely for its benefit. This letter may not be relied upon by any other person or for any other purpose and may not be referred to or quoted from without our prior written consent.

Very truly yours,

/s/ Nixon Peabody LLP

2

EX-12.1

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Exhibit 12.1

Bausch & Lomb Incorporated
Statement Regarding Computation of Ratio of Earnings to Fixed Charges

		Nine Months Ended						Years Ended
		Sept. 25, 2004			Sept. 27, 2003			Dec. 27, 2003			Dec. 28, 2002			Dec. 29, 2001		Dec. 30, 2000		Dec. 25, 1999		Dec. 26, 1998		Dec. 27, 1997
		(Dollar Amounts In Millions)
Earnings from continuing operations before provision for income taxes and minority interests		$	167.7		$	120.9		$	197.0		$	137.0		$	85.0	$	160.7	$	185.0	$	119.7	$	133.0
Fixed charges			37.5			42.8			54.7			54.1			59.1		70.1		90.3		102.6		57.9
Current period amortization of capitalized interest			0.4			0.2			0.2			0.3			0.2		0.2		0.2
Capitalized interest			(1.1	)		(0.5	)		(1.1	)		(0.1	)		0.0		0.0		0.0		0.3		0.3
Total earnings as adjusted		$	204.5		$	163.4		$	250.8		$	191.3		$	144.3	$	231.0	$	275.5	$	222.6	$	191.2
Fixed charges:
	Interest (including interest expense and capitalized interest)	$	37.2		$	42.5		$	54.2		$	53.9		$	58.3	$	68.4	$	88.3	$	100.7	$	56.1
Portion of rents representative of the interest factor			0.3			0.3			0.5			0.2			0.8		1.7		2.0		1.9		1.8
Total fixed charges		$	37.5		$	42.8		$	54.7		$	54.1		$	59.1	$	70.1	$	90.3	$	102.6	$	57.9
Ratio of earnings to fixed charges			5.5			3.8			4.6			3.5			2.4		3.3		3.1		2.2		3.3

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Bausch & Lomb Incorporated Statement Regarding Computation of Ratio of Earnings to Fixed Charges

EX-23.3

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Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Bausch & Lomb Incorporated of our report dated January 26, 2004 relating to the financial statements and financial statement schedule, which appears in Bausch & Lomb Incorporated's Annual Report on Form 10-K for the year ended December 27, 2003. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Rochester, New York
November 15, 2004

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-24.1

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Exhibit 24.1

POWER OF ATTORNEY

        The undersigned directors of Bausch & Lomb Incorporated (the "Company"), each hereby constitutes and appoints Ronald L. Zarrella 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 S-4 Registration Statement relating to $160,000,000 of the Company's 2004 Senior Convertible Notes Due 2023 and shares of Common Stock issuable upon conversion thereof, to be filed with the Securities and Exchange Commission on or about November 12, 2004, pursuant to the Securities Exchange Act of 1933 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 in counterparts on the dates set forth below:

Signature
/s/ ALAN M. BENNETT Alan M. Bennett November 2, 2004	/s/ JOHN R. PURCELL John R. Purcell November 2, 2004
/s/ DOMENICO DESOLE Domenico DeSole November 2, 2004	/s/ LINDA JOHNSON RICE Linda Johnson Rice November 2, 2004
/s/ PAUL A. FREIDMAN Paul A. Friedman November 2, 2004	/s/ WILLIAM H. WALTRIP William H. Waltrip November 2, 2004
/s/ JONATHAN S. LINEN Jonathan S. Linen November 2, 2004	/s/ BARRY W. WILSON Barry W. Wilson November 2, 2004
/s/ RUTH R. MCMULLIN Ruth R. McMullin November 2, 2004	/s/ KENNETH L. WOLFE Kenneth L. Wolfe November 2, 2004

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POWER OF ATTORNEY

EX-26.1

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Exhibit 26.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2)

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

	13-5266470 (I.R.S. employer identification no.)
399 Park Avenue, New York, New York (Address of principal executive office)	10043 (Zip Code)

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

NEW YORK (State or other jurisdiction of incorporation or organization)	16-0345235 (I.R.S. employer identification no.)
One Bausch & Lomb Place Rochester, New York (Address of principal executive offices)	14604-2701 (Zip Code)

Senior Unsecured Notes
(Title of the indenture securities)

Item 1.    General Information.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency	Washington, D.C.
Federal Reserve Bank of New York 33 Liberty Street New York, NY	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.






Yes.

Item 2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.






None.

Item 16.  List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.






Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.






Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)






Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).






Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)






Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)






Exhibit 5—Not applicable.






Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)






Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 2004—attached)






Exhibit 8—Not applicable.






Exhibit 9—Not applicable.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 11th day of November, 2004.

CITIBANK, N.A.
By	/s/  WAFAA ORFY Wafaa Orfy Vice President

Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on June 30 2004, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

	housands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	16,044,000
Interest-bearing balances		23,432,000
Held-to-maturity securities		47,000
Available-for-sale securities		103,279,000
Federal funds sold in domestic Offices		267,000
Federal funds sold and securities purchased under agreements to resell		12,356,000
Loans and leases held for sale		6,397,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income		359,136,000
LESS: Allowance for loan and lease losses		8,966,000
Loans and leases, net of unearned income, allowance, and reserve		350,170,000
Trading assets		79,265,000
Premises and fixed assets (including capitalized leases)		4,074,000
Other real estate owned		69,000
Investments in unconsolidated subsidiaries and associated companies		415,000
Customers' liability to this bank on acceptances outstanding		1,507,000
Intangible assets: Goodwill		8,787,000
Intangible assets: Other intangible assets		9,682,000
Other assets		32,452,000
TOTAL ASSETS	$	684,243,000
LIABILITIES
Deposits: In domestic offices	$	119,505,000
Noninterest-bearing		22,893,000
Interest-bearing		96,612,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		307,390,000
Noninterest-bearing		22,639,000
Interest-bearing		284,751,000
Federal funds purchased in domestic Offices		11,524,000
Federal funds purchased and securities sold under agreements to repurchase		16,906,000
Demand notes issued to the U.S. Treasury		0
Trading liabilities		41,394,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss		56,542,000
Bank's liability on acceptances executed and outstanding		1,507,000
Subordinated notes and debentures		13,330,000
Other liabilities		29,378,000
TOTAL LIABILITIES	$	597,476,000
Minority interest in consolidated Subsidiaries		486,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		1,950,000
Common stock		751,000
Surplus		25,775,000
Retained Earnings		23,787,000
Accumulated net gains (losses) on cash flow hedges		-1,982,000
Other equity capital components		0
TOTAL EQUITY CAPITAL	$	50,281,000
TOTAL LIABILITIES AND EQUITY CAPITAL	$	648,243,000

I, William Gonska, Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

WILLIAM GONSKA, Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

ALAN S. MACDONALD
WILLIAM R. RHODES
ROBERT B. WILLUMSTAD
Directors

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SIGNATURE

EX-99.1

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Exhibit 99.1

EXECUTION COPY

BAUSCH & LOMB INCORPORATED

Dealer Manager Agreement

New York, New York
November 15, 2004

Citigroup Global Markets Inc.,
    as Dealer Manager
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

        Bausch & Lomb Incorporated, a corporation organized under the laws of New York (the "Company"), plans to offer to exchange (together with any amendments and extensions thereof, the "Exchange Offer") its 2004 Senior Convertible Securities due 2023 (the "New Securities") that are convertible into shares of Common Stock and an exchange fee (the "Exchange Fee") for any and all of its outstanding Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") that are convertible into shares of Common Stock, on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. Certain terms used herein are defined in Section 18 hereof.

        The Old Notes were issued pursuant to an indenture (the "Old Notes Indenture") between the Company and Citibank, N.A. (the "Trustee"), dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, and Supplemental Indenture No. 5, dated August 4, 2003. The New Securities are to be issued under the Old Notes Indenture as amended by Supplemental Indenture No. 6, to be dated the Exchange Date (as defined herein) (the Old Notes Indenture, as so amended, is hereinafter referred to as the "Indenture").

        The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Company in connection with the Exchange Offer and approved by the Dealer Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this "Agreement"), are collectively referred to herein as the "Exchange Offer Materials").

        1.    Appointment as Dealer Manager.    The Company hereby appoints you as the Dealer Manager (the "Dealer Manager") and authorizes you to act as such in connection with the Exchange Offer. On the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Exchange Offer. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offer as are customarily performed by investment banking concerns in connection with acting as dealer manager of exchange offers of like nature, including, but not limited to, using reasonable efforts to

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solicit tenders of Old Notes pursuant to the Exchange Offer and to communicate with brokers, dealers, banks and trust companies and other holders of Old Notes with respect to the Exchange Offer.

        2.    No Liability for Acts of Brokers, Dealers, Banks, Trust Companies, Nominees and Others.    Neither you nor any of your affiliates shall have any liability (whether direct or indirect, in tort, contract or otherwise) to the Company or its respective affiliates, security holders or creditors or any other person (a) for any Losses (as defined below) arising from or in any way connected with (i) any act or omission on the part of any broker or dealer, bank, trust company, nominees or other person or (ii) your own acts or omissions in performing your obligations hereunder, or (b) otherwise in connection with the Company's proposed exchange offer, except in the case of clauses (a)(ii) and (b), in respect of any Losses that have been finally judicially determined to have resulted from your bad faith, gross negligence or willful misconduct. The Company acknowledges and agrees that in your capacity as Dealer Manager for the Exchange Offer, you are acting as an independent contractor and any duties arising out of such engagement and your activities in connection therewith shall be owed solely to the Company. Accordingly, in soliciting or obtaining tenders, no broker, dealer, bank, trust company, nominee or other person is to be deemed to be acting as your agent or the agent of the Company or its affiliates, and you, as Dealer Manager, are not to be deemed the agent of any broker, dealer, bank, trust company, nominee or other person or the agent of the Company or a partner or joint venturer of or member of a syndicate or group with the Company. The Company shall have sole authority for the acceptance or rejection of any and all tenders.

        3.    The Exchange Offer Materials; Commencement; Withdrawal.

        (a)   The Company has prepared and filed with the Commission under the Securities Act and the applicable rules and regulations of the Commission under the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission under the Exchange Act a registration statement on Form S-4 (File No. 333-            ), including a Prospectus, covering the registration of the exchange of New Securities for Old Notes in the Exchange Offer. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, and the documents incorporated by reference therein, in the form in which it became effective and, in the event of any further amendment or supplement thereto made in accordance with the terms of this Agreement, shall also mean (from and after the effectiveness of such amendment or supplement) such registration statement as so amended or supplemented. The term "Prospectus" as used in this Agreement shall mean the prospectus included in the registration statement at the time it was first filed with the Commission and, in the event of any further amendment or supplement thereto made in accordance with the terms of this Agreement, shall also mean (from and after the time it is first provided by the Company in connection with the Exchange Offer) such prospectus as so amended or supplemented. Any reference herein to the Prospectus shall be deemed to refer to and include the documents incorporated by reference (the "Incorporated Documents") therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Prospectus, as the case may be, and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any documents filed after the date of the Prospectus under the Exchange Act and incorporated by reference in the Prospectus. The term "Letter of Transmittal" as used in this Agreement shall mean the letter of transmittal to be used by holders of the Old Notes (the "Holders") tendering outstanding Old Notes pursuant to the Exchange Offer, in the form included in the Registration Statement.

        (b)   Upon the Commencement Date (as defined below), the Company will file with the Commission under the Exchange Act and the rules and regulations promulgated thereunder a Tender Offer Statement on Schedule TO with respect to the Exchange Offer (including the exhibits thereto and any documents incorporated by reference therein, the "Schedule TO"), a copy of which Schedule TO (including the documents required by Item 12 thereof to be filed as exhibits

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thereto) in the form in which it is to be so filed, will be furnished to the Dealer Manager promptly upon the filing thereof.

        (c)   The Exchange Offer Materials have been or will be prepared and approved by, and are the sole responsibility of, the Company, except for information provided by the Dealer Manager in writing expressly for use in the Exchange Offer Materials, it being understood that the only information so provided by the Dealer Manager expressly for use in the Exchange Offer Materials is the name, address and telephone numbers of Citigroup Global Markets Inc., as Dealer Manager. The Company hereby represents and warrants that it will commence the Exchange Offer as soon as practicable by publicly announcing its commencement and by distributing, mailing, or causing to be mailed on its behalf, copies of, where necessary, the Exchange Offer Materials to the Holders for delivery excluding the Incorporated Documents, to the beneficial Holders (the date of such announcement and of the commencement of such distribution, the "Commencement Date").

        (d)   The Company hereby (i) agrees to furnish the Dealer Manager with as many copies as it may reasonably request of the final forms of all Exchange Offer Materials filed with the Commission, mailed to Holders, or provided to any other governmental authority or agency and, upon its request, any other documents incorporated therein or otherwise filed or to be filed with any federal, state or local governmental or regulatory agency or authority, any stock exchange or any court and (ii) authorizes the Dealer Manager to use copies of such Exchange Offer Materials in connection with the Exchange Offer. The Dealer Manager hereby agrees that it will not disseminate any written materials in connection with the Exchange Offer other than such Exchange Offer Materials.

        (e)   The Company hereby represents and agrees that no solicitation material in addition to the Exchange Offer Materials, which additional materials shall be in the form which has been approved by the Dealer Manager, will be used in connection with the Exchange Offer or filed with any federal, state or local governmental or regulatory agency or authority, including the Commission, by or on behalf of the Company without the Dealer Manager's prior approval. In the event that (i) the Company uses or permits the use of any solicitation material not so approved by the Dealer Manager in connection with the Exchange Offer or files any such solicitation material with any such federal, state or local governmental or regulatory agency or authority without the Dealer Manager's prior approval, (ii) the Company withdraws, terminates or cancels the Exchange Offer, (iii) if at any time the Dealer Manager shall determine that any condition set forth in Section 9 shall not be satisfied, (vi) the letter referred to in Section 9(e) discloses any material misstatement or omission in the financial information included or incorporated by reference in the Exchange Offer Materials, (v) the Registration Statement containing all of the required information, including pricing information, and a prospectus that meets the requirements of Section 10(a) of the Securities Act (including a letter of transmittal), shall not have become effective on or prior to the expiration date of the Exchange Offer (the "Expiration Date"), or (vi) at any time during the Exchange Offer, a stop order suspending the effectiveness of the Registration Statement shall have been issued or a proceeding for that purpose shall have been instituted or shall be pending or threatened by the Commission, or a request for additional information on the part of the Commission shall not have been satisfied to the reasonable satisfaction of the Dealer Manager or there shall have been issued, at any time during the Exchange Offer, any temporary restraining order or injunction restraining or enjoining Citigroup from acting in its capacity as a Dealer Manager with respect to the Exchange Offer, then the Dealer Manager (A) shall have a reasonable period of time after discovering or being informed of such event to elect whether to continue to act as Dealer Manager and shall be entitled to withdraw as Dealer Manager in connection with the Exchange Offer without any liability or penalty to it or any other person defined in Section 10 as an indemnified party, (B) shall be entitled promptly to receive the payment of expenses payable to it under this Agreement which have accrued to the

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date of such withdrawal or which otherwise thereafter become payable and (C) shall continue to be entitled to the indemnification and contribution provisions contained in Section 10.

        4.    Compensation.    The Company shall pay to you in respect of your services as Dealer Manager a fee of $2.50 per $1,000 aggregate principal amount of Old Notes validly tendered and not withdrawn if less than $120,000,000 aggregate principal amount of Old Notes are exchanged or a fee of $3.00 per $1,000 aggregate principal amount of Old Notes validly tendered and not withdrawn if $120,000,000 aggregate principal amount of Old Notes or more are exchanged, payable on the Exchange Date (the "Fee"). In addition to the Fee, the Company agrees to pay directly for (a) all fees and expenses incurred by the Company relating to the preparation, printing, filing, mailing and publishing of all Exchange Offer Material, (b) all fees and expenses of the Exchange Agent, the Information Agent or other persons rendering services in connection with the Exchange Offer, (c) all advertising charges in connection with the Exchange Offer or the transactions contemplated thereby, including those of any public relations firm or other person or entity rendering services in connection therewith incurred by the Company, (d) all fees, if any, payable to Dealers (including you), and banks and trust companies as reimbursement for their customary mailing and handling expenses incurred in forwarding the Exchange Offer Material to their customers, and (e) any and all fees and expenses incurred in connection with the listing on the New York Stock Exchange, Inc. of the shares of Common Stock issuable upon conversion of the New Securities. The Company shall also promptly reimburse you for your reasonable out-of-pocket expenses in preparing for and performing your functions as Dealer Manager, including the reasonable fees, costs and out-of-pocket expenses (up to a maximum amount of $50,000) of your counsel for their representation of you in connection therewith. All payments to be made by the Company pursuant to this Section 4 shall be made promptly against delivery to the Company of statements therefore. The Company shall be liable for the payments referred to in the second sentence of this Section 4 whether or not the Exchange Offer or the transactions contemplated thereby is commenced, withdrawn, terminated or cancelled prior to the acceptance of any Old Notes or whether the Company or any of its subsidiaries or affiliates acquires any Old Notes pursuant to the Exchange Offers or whether you withdraw pursuant to Section 3 hereof.

        5.    The Exchange Agent and Information Agent.

        (a)   The Company (i) has arranged for Citibank, N.A. to serve as exchange agent in connection with the Exchange Offer (the "Exchange Agent"), (ii) will arrange for the Exchange Agent to advise the Dealer Manager daily as to such matters as it may reasonably request, including the aggregate principal amount of Old Notes that have been tendered pursuant to the Exchange Offer and (iii) will arrange for the Exchange Agent to be responsible for the delivery of the New Securities and payment of the Exchange Fee offered by the Company to the Holders in connection with the Exchange Offer pursuant and subject to the Prospectus.

        (b)   The Company has arranged for Georgeson Shareholder to serve as information agent in connection with the Exchange Offer (the "Information Agent") and to perform services in connection with the Exchange Offer that are customary for an information agent.

        (c)   The Company will provide, or will cause the Exchange Agent and Information Agent, as applicable, to provide, the Dealer Manager with the security listing position (or other cards or lists) containing the names and addresses of, and the aggregate principal amount of Old Notes held by, the Holders as of a recent date and will use its commercially reasonable efforts to cause the Dealer Manager to be advised, from time to time as it may request, during the period of the Exchange Offer as to any transfers of record of Old Notes. In addition, the Company hereby authorizes the Dealer Manager to communicate with the Trustee, the Exchange Agent and the Information Agent, as applicable, with respect to matters relating to the Exchange Offer and to cause the Exchange Agent and the Information Agent, as applicable, to advise the Dealer Manager

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daily as to such matters as it may reasonably request, including the aggregate principal amount of Old Notes that have been tendered.

        6.    Representations and Warranties.    In addition to the other representations and warranties made by the Company contained in this Agreement, the Company represents and warrants to the Dealer Manager, and agrees with the Dealer Manager, on each of the Commencement Date, the Expiration Date, the Exchange Date (as defined below) and on the date of any post-effective amendment to the Registration Statement and during the period of the Exchange Offer (i.e., the period commencing on the Commencement Date through and including the Expiration Date), that:

        (a)   The Company (i) is a corporation duly organized, validly existing and subsisting under the laws of the State of New York, (ii) has the requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, (iii) is duly qualified as a foreign corporation to transact business and is in good standing (with respect to the jurisdictions which recognize such concept) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").

        (b)   Each subsidiary of the Company is a corporation, partnership, limited liability company or business trust duly incorporated or organized, validly existing and in good standing (to the extent the jurisdiction of its incorporation recognizes such concept) under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, except where the failure to be so organized or to have such power and authority would not result in a Material Adverse Effect; each such subsidiary is duly qualified as a foreign corporation or organization to transact business and is in good standing (with respect to the jurisdictions which recognize such concept) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect.

        (c)   Except as otherwise disclosed in the Prospectus, all of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary of the Company which constitutes a "significant subsidiary" as defined in Item 1-02(w) of Regulation S-X (each a "Significant Subsidiary") are owned by the Company directly or through subsidiaries (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus and except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that are immaterial to the Company and its subsidiaries taken as a whole.

        (d)   The Company has outstanding equity capitalization as set forth in the Prospectus (except for subsequent issuances, if any, pursuant to employee benefit plans or agreements or pursuant to the exercise of convertible securities or options); the capital stock of the Company conforms to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; the shares of Common Stock initially issuable upon conversion of the New Securities have been duly authorized and, when issued upon conversion of the New Securities against payment of the conversion price, will be validly issued, fully paid and nonassessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon conversion of the New Securities; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the New Securities or the

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shares of Common Stock issuable upon conversion thereof; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.

        (e)   The statements in the Prospectus under the headings "Material U.S. Federal Income Tax Considerations," "Description of the New Securities" and "Description of Capital Stock" fairly summarize the matters therein described.

        (f)    This Agreement has been duly authorized, executed and delivered by the Company.

        (g)   The Indenture has been duly authorized by the Company and, at the Exchange Date will have been duly executed and delivered by the Company and will constitute a valid and legally binding agreement of the Company, enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles.

        (h)   The New Securities have been duly authorized, and, when delivered pursuant to this Exchange Offer, will have been duly executed, issued and delivered and (assuming the due authentication thereof by the Trustee) will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles, will be entitled to the benefits provided by the Indenture and will be convertible into Common Stock in accordance with their terms;

        (i)    The execution, delivery and performance by the Company of this Agreement, the making and consummation of the Exchange Offer by the Company, the use of the Exchange Offer Materials and the filing of the Registration Statement, the Prospectus and the Schedule TO and any amendments or supplements thereto and the consummation by the Company of the transactions contemplated by this Agreement and in the Exchange Offer Materials and compliance with the terms herein or therein (all of the foregoing, collectively, the "Transactions"), will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, the conflict, breach or violation of which would have a Material Adverse Effect, or affect the validity of the New Securities or the legal authority of the Company to comply with the terms of the New Securities, the Indenture or this Agreement, (ii) result in any violation of the provisions of the organizational documents of the Company or any of its Significant Subsidiaries, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, the violation of which would have a Material Adverse Effect or affect the validity of the New Securities or the legal authority of the Company to comply with the New Securities, the Indenture or this Agreement.

        (j)    No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the Exchange Offer and other Transactions, except such (i) as may be required under the blue sky laws of any jurisdiction and such as have been or will be obtained under the Securities Act and the Exchange Act and the Trust Indenture Act, and (ii) such consents, approvals, authorizations, orders, registrations, filings and/or qualifications which, if not obtained, would not have a Material Adverse Effect or affect the validity of the New

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Securities or the legal authority of the Company to comply with the New Securities, the Indenture or this Agreement.

        (k)   The consolidated financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein);

        (l)    Other than as set forth in the Prospectus, (i) there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which if determined adversely to the Company or such subsidiary, would individually or in the aggregate, have a Material Adverse Effect or which would materially and adversely affect the consummation of the Exchange Offer or the other Transactions or the performance by the Company of its obligations hereunder or thereunder and (ii) to the Company's knowledge no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

        (m)  PricewaterhouseCoopers LLP, who have certified the financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Prospectus, are independent public accountants with respect to the Company as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder.

        (n)   There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement, the consummation of the Exchange Offer or other Transactions or the issuance or sale by the Company of the New Securities or upon the issuance of Common Stock upon the conversion thereof.

        (o)   In the ordinary course of its business, the Company periodically reviews the effect of applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws") on the business, operations and properties of the Company and its subsidiaries. In the course of that review, the Company uses reasonable business efforts to identify any processes or sites which are reasonably likely to require any capital or operating expenditures for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval; and to evaluate associated costs and liabilities with respect to such actions, any related constraints on operating activities, and any potential liabilities to third parties. On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in the Prospectus.

        (p)   Other than as set forth in the Prospectus: (i) the Company and its subsidiaries take commercially reasonable steps to determine that they own or have the right to use all patents, trademarks, service marks, trade names, copyrights, trade secrets and confidential information ("Intellectual Property") used in the business of the Company and its subsidiaries as described in the Prospectus and have taken all commercially reasonable steps to secure assignments of such Intellectual Property from their respective employees and contractors, except where the failure to own, have the right to use or take such steps to secure assignments of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; (ii) to the Company's knowledge, none of the technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or fiduciary

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obligation binding on the Company, its subsidiaries, or any of their respective directors or executive officers or any of their respective employees or consultants, except for such violations that would not reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have taken and will maintain reasonable measures to prevent the unauthorized dissemination or publication of their own confidential information, except where the failure to take or maintain such measures would not reasonably be expected to have a Material Adverse Effect. Except as set forth in the Prospectus, to the Company's knowledge, neither the Company nor any of its subsidiaries has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties. Except as set forth in the Prospectus, the Company and its subsidiaries have not received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation of the Intellectual Property of any third party (including any claim that the Company or any of its subsidiaries must license or refrain from using any intellectual property rights of any third party) which, if the subject of any decision, ruling or finding adverse to the ability of the Company to use such rights, the Company would, individually or in the aggregate, have a Material Adverse Effect.

        (q)   There is and has been no failure on the part of the Company or any of the Company's directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "Sarbanes Oxley Act"), including Section 402 related to loans and Sections 302 and 906 related to certifications, which would reasonably be expected to have a Material Adverse Effect.

        (r)   On the Exchange Date, the Registration Statement and any post-effective amendment thereto, each in the form delivered to the Dealer Manager, and including all Incorporated Documents, shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with or otherwise satisfied. No stop order suspending the issuance or sale of the New Securities pursuant to the Exchange Offer has been issued and no proceedings for that purpose are pending or, to the knowledge of the Company, are contemplated. No other stop order and no injunction, restraining order or denial of any application for approval has been issued or proceedings, litigation or investigation initiated or, to the best knowledge of the Company, threatened with respect to the Exchange Offer by or before any governmental or regulatory agency, or any court.

        (s)   The Exchange Offer Materials, as then amended or supplemented (other than the Prospectus and the Registration Statement, and any amendments and supplements thereto, which are covered below): (i) complied and will comply in all material respects with the requirements of the Securities Act and the Exchange Act; and (ii) did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        (t)    Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Exchange Date, included or will include an untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the respective times the Registration Statement and any post-effective amendments thereto became effective and at the Exchange Date, the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or

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necessary to make the statements therein not misleading. The representations and warranties in this subsection (t) and in subsection (s) shall not apply to statements contained in the Exchange Offer Materials furnished in writing by or on behalf of Citgroup for inclusion in the Exchange Offer Materials.

        (u)   The Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(b) under the Securities Act, complied when so filed in all material respects with the Securities Act and the Prospectus delivered to the Dealer Manager for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to Regulation S-T promulgated by the Commission.

        (v)   The Incorporated Documents, when they became effective or were filed (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective) with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and any documents so filed and incorporated by reference in the Registration Statement or the Prospectus subsequent to the effective date of the Registration Statement and until the Exchange Date will, when they are filed with the Commission, comply in all materials respects with the requirements of the Securities Act and the Exchange Act, as applicable. When read together with the other information in the Prospectus at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Exchange Date, no such Incorporated Document, when it was filed or became effective (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective), contained, and no document so filed and incorporated by reference in the Registration Statement or Prospectus subsequent to the effective date of the Registration Statement will contain, an untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        (w)  The Company is not, and after giving effect to the Exchange Offer will not be, an "investment company" as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Company's securities.

        Any certificate signed by any officer of the Company and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Exchange Offer shall be deemed a representation and warranty by the Company as to matters covered thereby to the Dealer Manager.

        7.    Representation of Dealer Manager.    You hereby represent, warrant and agree, as Dealer Manager, that your acceptance of this Agreement has been duly authorized, executed and delivered and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement is a legal, valid and binding obligation of yours enforceable against you in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors' rights generally and general principles of equity. You further represent, warrant and agree, as Dealer Manager, that you will not disseminate to holders of Old Notes any written material for or in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer other than the Exchange Offer Material.

        8.    Notification of Certain Events and Other Agreements.    In addition to the other agreements of the Company contained elsewhere in this Agreement, the Company hereby agrees and acknowledges, as applicable, that:

        (a)   The Company will advise the Dealer Manager promptly of any of the following: (i) the time when the Registration Statement has become effective and when any post-effective

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amendment thereto has been filed or becomes effective, or any amendment or supplement to the Prospectus or any amendment to the Schedule TO or any amended or additional Exchange Offer Materials shall have been filed, (ii) the occurrence of any event which may cause the Company to withdraw, terminate or cancel the Exchange Offer, (iii) the occurrence of any event or the discovery of any fact, the occurrence or existence of which it believes would require the making of any material change in the Exchange Offer Materials then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iv) any proposal or requirement to make, amend or supplement the Registration Statement, the Prospectus, the Schedule TO or the other Exchange Offer Materials or other filing required by the Securities Act, the Exchange Act, "blue sky" or other state securities laws in connection with the Exchange Offer or to make any filing in connection with the Exchange Offer pursuant to any other applicable law, rule or regulation, (v) the issuance by the Commission or any other federal, state or local governmental or regulatory agency or authority of any comments or orders specifically concerning the Registration Statement, Prospectus or any other Exchange Offer Materials, (vi) any material development in connection with the Exchange Offer, the Transactions (including any change of the expiration date of the Exchange Offer, of the occurrence of any event which could cause the Company to withdraw, rescind, modify or amend the Exchange Offer and of any consummation of the Exchange Offer), or (vii) any other information relating to the Exchange Offer or the Transactions which the Dealer Manager may from time to time reasonably request. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, any state securities commission or other governmental or regulatory agency or authority shall issue an order suspending the qualification of the New Securities under state securities or "blue sky" laws or any other governmental or regulatory agency or authority shall issue any order impeding the making or consummation of the Exchange Offer, the Company shall make reasonable effort to obtain the lifting or removal thereof as soon as possible.

        (b)   Until the Exchange Offer is completed or terminated, the Company will deliver to the Dealer Manager, promptly upon its becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Company to its security holders, and of all current, regular and periodic reports filed by the Company with any securities exchange or with the Commission (excluding Current Reports on Form 8-K filed with the Commission on its EDGAR system).

        (c)   In making and consummating the Exchange Offer, the Company will comply in a timely manner, in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder and any other applicable laws, regulations and requirements.

        (d)   The Company agrees to make generally available to its security holders as soon as practicable an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act covering a twelve-month period beginning not later than the first day of its fiscal quarter next following the effective date of the Registration Statement.

        (e)   In the event that the Company is required, or considers it advisable, to amend or supplement the Exchange Offer Materials or make any additional filings with any federal, state or local governmental or regulatory agency or authority in connection with the Exchange Offer, then it shall not make such amendment or supplement or filing without the Dealer Manager's prior approval.

        (f)    The Company will file and disseminate, as required, any necessary amendments or supplements to the Exchange Offer Materials and other documents that are filed with any federal, state or local governmental or regulatory agency or authority relating to the Exchange Offer, and,

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if there is any such filing, it will promptly furnish to the Dealer Manager an accurate and complete copy of each such amendment or supplement upon the filing thereof.

        (g)   The Company will use its commercially reasonable efforts to do and perform all things required to be done and performed by it under this Agreement that are within its control prior to or after the Exchange Date.

        9.    Conditions to the Obligations of the Dealer Manager.

        (a)   At all times from the Commencement Date to and including the date on which the Company exchanges New Securities and the Exchange Fee for validly tendered Old Notes that they have accepted in accordance with the terms of the Exchange Offer (the "Exchange Date"), the Company's representations and warranties contained herein shall be true and correct in all material respects and the Company shall have performed in all material respects all of the agreements contained in this Agreement and as set forth in the Exchange Offer Materials theretofore required by them to have been performed. The Company acknowledges that our agreement to act, or to continue to act, as Dealer Manager at a time when we know or should know that any such representation, warranty and agreement is or may be untrue or incorrect or not performed, as the case may be, in a material respect shall be without prejudice to our right subsequently to cease so to act by reason of such untruth, incorrectness or nonperformance, as the case may be.

        (b)   No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or, to the knowledge of the Company, threatened by the Commission and no injunction suspending the offer, issuance, delivery or exchange of the New Securities pursuant to the Exchange Offer or the Transactions has been issued and no proceedings for that purpose are pending or, to the knowledge of the Company, have been threatened and no action, lawsuit, claim or governmental or administrative proceeding shall have been commenced or, to the best of the Company's knowledge, threatened with respect to the Exchange Offer or the other Transactions before any court, agency or other governmental regulatory body of any jurisdiction that the Dealer Manager, in good faith after consultation with counsel, believes renders it inadvisable for the Dealer Manager to continue to act as Dealer Manager.

        (c)   On the Commencement Date and the Exchange Date, the Company will furnish to the Dealer Manager an opinion of the General Counsel of the Company and/or Nixon Peabody LLP, special counsel to the Company, substantially in the form attached hereto as Exhibit I and addressed to the Dealer Manager.

        (d)   At the Exchange Date, the Company shall have furnished to the Dealer Manager certificates, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated as of the Exchange Date, to the effect that the signatories of such certificates have carefully examined the Exchange Offer Materials, any amendment or supplement to the Exchange Offer Materials and this Agreement and that:

          (i)  the representations and warranties of the Company in this Agreement are true and correct on and as of the Exchange Date with the same effect as if made on the Commencement Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Exchange Date; and

         (ii)  since the date of the most recent financial statements included in the Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Effect on the Company, except as set forth in the Prospectus (exclusive of any amendment or supplement thereto).

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        (e)   As soon as practicable after the Commencement Date, and in no event later than five business days thereafter, and at the Exchange Date, the Company shall have requested and caused PricewatershouseCoopers LLP to furnish to the Dealer Manager letters, dated respectively as of the date of issuance and as of the Exchange Date, of the type described in PCAOB Statement on Auditing Standards No. 72 and in form and substance satisfactory to the Dealer Manager.

        (f)    Subsequent to the Commencement Date or, if earlier, the dates as of which information is given in the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 9; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Dealer Manager, so material and adverse as to make it impractical or inadvisable to exchange the New Securities and the Exchange Fee for the Old Notes as contemplated by the Prospectus (exclusive of any amendment or supplement thereto).

        (g)   The proceedings taken at or prior to the Exchange Date in connection with the Exchange Offer and any other transactions contemplated by the Exchange Offer Materials shall be in form and substance satisfactory to you and your counsel.

        (h)   The shares of Common Stock issuable upon conversion of the New Securities shall have been approved for listing on the New York Stock Exchange.

        (i)    Subsequent to the execution and delivery of this Agreement and on or prior to the Exchange Date, there shall not have occurred any downgrading, nor shall any notice have been given to the Company of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company's securities by any of Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc. ("Moody's") or any other "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act).

        (j)    Prior to the Exchange Date, the Company shall have obtained all consents, approvals, authorizations and orders of, and shall have duly made all registrations, qualifications and filing with, any court or regulatory authority or other governmental agency or instrumentality required in connection with the making and consummation of the Exchange Offer, the other Transactions and the execution, delivery and performance of this Agreement.

        (k)   Prior to the Exchange Date, the Company shall have delivered to the Dealer Manager and their counsel such further information, certificates and documents as they may reasonably request related to the Exchange Offer or otherwise related to the matters contemplated hereby.

        If (i) any of the conditions specified in this Section 9 shall not have been fulfilled in all material respects when and as provided in this Agreement, (ii) any of the representations and warranties set forth in Section 9 hereof is untrue or is breached in any material respect or (iii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Dealer Manager and its counsel, this Agreement and all obligations of the Dealer Manager hereunder may be cancelled at, or at any time prior to, the Exchange Date by the Dealer Manager. Notice of such cancellation shall be given to the Company in writing or by telephone or fax, in either case confirmed in writing.

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        10.    Indemnification and Contribution.

        (a)   The Company agrees to indemnify and hold harmless the Dealer Manager, the directors, officers, employees and agents of the Dealer Manager and each person who controls the Dealer Manager within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages or liabilities to which any of them may become subject under the Securities Act, the Exchange Act or any other federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) relate to, arise out of, or are based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Exchange Offer Materials or any information provided by the Company to any holder of Old Notes or prospective purchaser of New Securities or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) any other action or failure to act by the Company or its respective directors, officers, agents or employees or by any indemnified party at the request or with the consent of the Company, except that this clause (2) shall not apply with respect to any losses that are finally judicially determined to have resulted primarily from the bad faith, gross negligence or willful misconduct of such indemnified party, and in the case of clause (1) or (2) of this sentence, the Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Exchange Offer Materials, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

        (b)   The Dealer Manager agrees to indemnify and hold harmless the Company, each of its directors and officers, and each person who controls the Company within the meaning of the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to the Dealer Manager, but only with reference to written information relating to the Dealer Manager furnished to the Company by or on behalf of the Dealer Manager for inclusion in the Prospectus (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have. The Company acknowledges that the only information furnished in writing by or on behalf of the Dealer Manager for inclusion therein (or in any amendment or supplement thereto) is the name, address and telephone numbers of Citigroup Global Markets Inc., as Dealer Manager.

        (c)   Promptly after receipt by an indemnified party under this Section 10 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 this Section 10, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party: (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the

13

indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, 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 that are different from or additional to those available to the indemnifying party; (iii) 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 the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y) does not include any statement as to any admission of fault, culpability or failure to act by or on behalf of any indemnified party.

        (d)   In the event that the indemnity provided in paragraph (a) or in paragraph (b) of this Section 10 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Dealer Manager agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, the "Losses") to which the Company and the Dealer Manager may be subject in such proportion as is appropriate to reflect the relative benefits received by the Dealer Manager and the Company from the Exchange Offer; provided, however, that in no case shall the Dealer Manager be responsible for any amount in excess of the Fee due (or anticipated to be due) to the Dealer Manager hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Dealer Manager shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Dealer Manager in connection with the statements, omissions, actions or failure to act that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received (or anticipated to be received) by the Company and the Dealer Manager shall be deemed to be equal to, in the case of the Company, the principal amount of the securities in respect of which: (a) if the Exchange Offer is consummated, valid tenders of Old Notes are received, or (b) if the Exchange Offer is not consummated, valid tenders are or were sought pursuant to the Exchange Offer, and, in the case of the Dealer Manager, the Fee paid by the Company to you hereunder (exclusive of amounts paid for reimbursement of expenses or paid under this Agreement). Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact or any other alleged conduct relates to information provided by the Company or other conduct by the Company or the Dealer Manager, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Dealer Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

14

shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls a Dealer Manager within the meaning of the Securities Act or the Exchange Act and each director, officer, employee and agent of a Dealer Manager shall have the same rights to contribution as such Dealer Manager, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

        11.    Survival.    The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Dealer Manager set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Dealer Manager, the Company or any of the officers, directors or controlling persons referred to in Section 10 hereof, and will survive delivery of and payment for the New Securities. The provisions of the last sentence of Section 4 and the provisions of Section 10 hereof shall survive the termination or cancellation of this Agreement.

        12.    Notices.    All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telefaxed to Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to Bausch & Lomb Incorporated, attention Treasurer (fax no.: (585) 338-0810) and confirmed to it at Bausch & Lomb Incorporated, One Bausch & Lomb Place, Rochester, NY 14604, attention of the Legal Department.

        13.    Successors.    This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 10 hereof, and no other person will have any right or obligation hereunder.

        14.    Jurisdiction.    The Company agrees that any suit, action or proceeding against the Company brought by the Dealer Manager, its directors, officers, employees and agents, or by any person who controls the Dealer Manager, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the parties hereto also hereby consents to service of process in the manner set forth in Section 12 above.

        15.    Applicable Law.    This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

        16.    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO (EACH ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS AND CREDITORS) WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF YOUR ENGAGEMENT PURSUANT TO, OR YOUR PERFORMANCE OF THE SERVICES CONTEMPLATED BY THIS AGREEMENT.

        17.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

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        18.    Definitions.    The terms which follow, when used in this Agreement, shall have the meanings indicated.

        "affiliate" shall have the meaning specified in Rule 501(b) of Regulation D.

        "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York.

        "Commission" shall mean the U.S. Securities and Exchange Commission.

        "Common Stock" shall mean the Common Stock of the Company, par value $0.40 per share.

        "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Exchange Date" shall mean each date on which the New Securities and Exchange Fee are issued in connection with the Exchange Offer.

        "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "NASD" shall mean the National Association of Securities Dealers, Inc.

        "Securities Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "U.S." or the "United States" shall mean the United States of America.

        "We" or "us" shall mean the Company.

        "You" or "Your" shall mean Citigroup Global Markets Inc.

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        If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the Dealer Manager.

		Very truly yours,
		BAUSCH & LOMB INCORPORATED
		By
			Name: Title:
Accepted as of the date first set forth above: CITIGROUP GLOBAL MARKETS INC.
By:
	Name: Title:

17

Exhibit A

PROSPECTUS

18

Exhibit B

LETTER OF TRANSMITTAL

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Exhibit I

        The opinion of the General Counsel of the Company and/or Nixon Peabody LLP shall be substantially to the effect that (with such changes as shall be appropriate to reflect the timing of the issuance of the opinion):

        (a)   a corporation subsisting under the laws of the State of New York, with power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus;

        (b)   the Company is duly qualified as a foreign corporation to transact business and is in good standing (with respect to the jurisdictions which recognize such concept) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not have a Material Adverse Effect;

        (c)   each Significant Subsidiary is a corporation, partnership, limited liability company or business trust duly incorporated or organized, validly existing and in good standing (to the extent the jurisdiction of its incorporation recognizes such concept) under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus; each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing (with respect to the jurisdictions which recognize such concept) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Prospectus all of the issued and outstanding capital stock or other ownership interests of each Significant Subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law and/or shares of those subsidiaries for which the Company does not own all of the outstanding capital stock as described on an exhibit to the opinion) are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus and except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that are immaterial to the Company and its subsidiaries taken as a whole;

        (d)   the Company's authorized equity capitalization is as set forth in the Prospectus and the capital stock of the Company conforms to the description thereof contained in the Prospectus and the New Securities conform to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; the shares of Common Stock initially issuable upon conversion of the New Securities have been duly authorized and, when issued upon conversion of the New Securities against payment of the conversion price, will be validly issued, fully paid and non-assessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon conversion of the New Securities; the holders of the outstanding shares of capital stock of the Company are not entitled to any preemptive or other rights to subscribe for the Securities or the shares of Common Stock issuable upon conversion thereof; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding;

        (e)   the statements in the Prospectus under the headings "Description of the New Securities" and "Description of Capital Stock" insofar as such statements purport to summarize certain

20

provisions of the New Securities, the Indenture and the Common Stock provide a fair summary of such provisions;

        (f)    statements in the Prospectus under the headings "Certain U.S. Federal Income Tax Considerations" fairly summarize the matters therein described;

        (g)   the Agreement has been duly authorized, executed and delivered by the Company;

        (h)   the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;

        (i)    the New Securities have been duly authorized and, when delivered pursuant to the Exchange Offer, will have been duly executed and delivered and (assuming the due authentication thereof by the Trustee) will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles, and the holders of the Securities will be entitled to the benefits provided by the Indenture and will be convertible into Common Stock in accordance with their terms;

        (j)    the execution, delivery and performance by the Company of this Agreement, the making and consummation of the Exchange Offer by the Company, the use of the Exchange Offer Materials and the filing of the Registration Statement, the Prospectus and the Schedule TO and any amendments or supplements thereto and the consummation by the Company of the transactions contemplated by this Agreement and in the Exchange Offer Materials and compliance with the terms herein or therein (all of the foregoing, collectively, the "Transactions"), will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, the conflict, breach or violation of which would have a Material Adverse Effect, or affect the validity of the New Securities or the legal authority of the Company to comply with the terms of the New Securities, the Indenture or this Agreement, (ii) result in any violation of the provisions of the organizational documents of the Company or any of its Significant Subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, the violation of which would have a Material Adverse Effect or affect the validity of the New Securities or the legal authority of the Company to comply with the New Securities, the Indenture or this Agreement;

        (k)   no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the Exchange Offer and other Transactions, except such (i) as may be required under the blue sky laws of any jurisdiction and such as have been or will be obtained under the Securities Act and the Exchange Act and the Trust Indenture Act, and (ii) such consents, approvals, authorizations, orders, registrations, filings and/or qualifications which, if not obtained, would not have a Material Adverse Effect or affect the validity of the New Securities or the legal authority of the Company to comply with the New Securities, the Indenture or this Agreement;

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        (l)    other than as set forth in the Prospectus and to such counsel's knowledge, (i) there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which if determined adversely to the Company or such subsidiary, would individually or in the aggregate, have a Material Adverse Effect or which would materially and adversely affect the consummation of the Exchange Offer or the other Transactions or the performance by the Company of its obligations hereunder or thereunder and (ii) no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

        (m)  The Registration Statement and any post-effective amendment thereto, each in the form delivered to the Dealer Manager, and including all Incorporated Documents, have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such counsel, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with or otherwise satisfied; no stop order suspending the issuance or sale of the New Securities pursuant to the Exchange Offer has been issued and no proceedings for that purpose are pending or, to such counsel's knowledge, are contemplated; no other stop order and no injunction, restraining order or denial of any application for approval has been issued or proceedings, litigation or investigation initiated or, to such counsel's knowledge, threatened with respect to the Exchange Offer by or before any governmental or regulatory agency, or any court;

        (n)   the Exchange Offer Materials, as then amended or supplemented (other than the Prospectus and the Registration Statement, and any amendments and supplements thereto, which are covered below), complied in all material respects with the requirements of the Securities Act and the Exchange Act;

        (o)   at the respective times the Registration Statement and any post-effective amendments thereto became effective and at the Exchange Date, the Registration Statement and any amendments and supplements thereto complied in all material respects with the requirements of the Securities Act;

        (p)   the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(b) under the Securities Act, complied when so filed in all material respects with the Securities Act;

        (q)   the Incorporated Documents, when they became effective or were filed (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective) with the Commission, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable; and

        (r)   the Company is not, and after giving effect to the Exchange Offer will not be, an "investment company" as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Company's securities.

        In addition to giving the opinions set forth above, such counsel shall state that he has no reason to believe that (i) at the respective times the Registration Statement and any post-effective amendments thereto became effective and at the Exchange Date, the Registration Statement and any amendments and supplements thereto contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) at the Commencement Date or the Exchange Date, the Prospectus and any amendments and supplements thereto contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the

22

circumstances under which they were made, not misleading, and (iii) the Incorporated Documents, when they became effective or were filed (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective) with the Commission contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief).

        In rendering such opinion, such counsel may rely: (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the extent such counsel deems proper and specifies in such opinion, upon the opinion of other counsel of good standing whom such counsel believes to be reliable and who are satisfactory to counsel for the Dealer Manager and (B) as to matters of fact, to the extent such counsel deems proper, on the certificates of responsible officers of the Company and public officials.

        Capitalized terms used, but not defined, herein shall have the meanings ascribed to them by the Agreement of which this exhibit is a part.

23

QuickLinks

BAUSCH & LOMB INCORPORATED Dealer Manager Agreement

EX-99.2

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges that he or she has received the prospectus, dated November 15, 2004 (as may be amended or supplemented from time to time, the "Prospectus"), of Bausch & Lomb Incorporated ("B&L"), and this Letter of Transmittal (the "Letter"), which together constitute B&L's offer to exchange $1,000 principal amount at maturity of 2004 Senior Convertible Securities due 2023 (the "New Securities") and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") from the registered holders thereof (the "Holders") (the "Exchange Offer").

        All tenders of Old Notes pursuant to the Exchange Offer must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on December 14, 2004 (the "Expiration Date"); provided that B&L reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. B&L will notify Holders of the Old Notes of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business after the previously scheduled Expiration Date.

        This Letter is to be completed by a Holder, and tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes" section of the Prospectus. Holders who are unable to deliver confirmation of the book-entry tender of their Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

        B&L reserves the right, at any time, or from time to time, to extend the Exchange Offer and to amend any of the terms and conditions of the Exchange Offer, other than conditions required by applicable law, at its discretion. B&L shall notify the Holders of the Old Notes of any extension promptly by oral or written notice thereof.

Please read this entire Letter of Transmittal and the Prospectus carefully before checking any box below. The instructions included in this Letter of Transmittal must be followed.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED, WITH SIGNATURE GUARANTEE IF REQUIRED AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9."

        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

        List in the sections provided below each issue of Old Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed and attached on a separate schedule.

2

DESCRIPTION OF REGISTERED OLD NOTES (CUSIP NO. 01707AK9)	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Note Certificate Number(s)*	Aggregate Principal Amount of Old Note(s)	Principal Amount Tendered**
	Total

*

Need not be completed by holders tendering by book-entry transfer.

**

Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

DESCRIPTION OF UNREGISTERED (144A) OLD NOTES (CUSIP NO. 071707AJ2)	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Note Certificate Number(s)*	Aggregate Principal Amount of Old Note(s)	Principal Amount Tendered**
	Total

*

Need not be completed by holders tendering by book-entry transfer.

**

Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

        The numbers and addresses of the holders should be printed exactly as they appear on the certificate representing Old Notes tendered hereby.

3

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number Transaction Code Number

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

For Book-Entry Transfer, Complete the Following:

Account Number Transaction Code Number

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

4

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer (and if the Exchange Offer is extended or amended, the terms of any such extension or amendment), the undersigned hereby tenders to B&L the aggregate principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, B&L all right, title and interest in and to such Old Notes as are being tendered hereby.

        The undersigned understands that tenders of Old Notes pursuant to any of the procedures described in the Prospectus and in the instructions hereto and acceptance thereof by B&L will constitute a binding agreement between the undersigned and B&L.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Old Notes, with full power of substitution, among other things, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes and to acquire New Securities and the exchange fee issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, B&L will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by B&L.

        The undersigned will, upon request, execute and deliver any additional documents deemed by B&L to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus.

        The undersigned hereby represents and warrants that it is not prohibited from selling to or otherwise doing business with "U.S. Persons" and "persons subject to the jurisdiction of the United States" by any of the regulations of the U.S. Department of Treasury Office of Foreign Assets Control, pursuant to 31 C.F.R. Chapter V, or any legislation or executive orders relating thereto.

THE UNDERSIGNED, BY COMPLETING ONE OR MORE OF THE SECTIONS ENTITLED "DESCRIPTION OF REGISTERED OLD NOTES" AND "DESCRIPTION OF UNREGISTERED OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN THE SECTIONS ABOVE.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above which is maintained at the Book-Entry Transfer Facility.

5

SPECIAL ISSUANCE INSTRUCTION
(See Instruction 3)

To be completed ONLY if Old Notes not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.


Issue unexchanged Old Notes to:

Name(s)

(Please Type or Print)

(Please Type or Print)

Address (include Zip Code)

(Complete Substitute Form W-9)

o    Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer
       Facility account set forth below.

(Book-Entry Transfer Facility Account Number, if applicable)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 below)

X		, 2004
X		, 2004
(Signatures(s) of Owner(s))	(Date)

Area Code and Telephone Number:

        If a Holder is tendering any Old Notes, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s)

(Please Type or Print)

Capacity:

Address:

(Including Zip Code)

Tax Identification or Social Security Number:

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Dated:                         , 2004

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer to Exchange:

2004 Senior Convertible Securities due 2023
(CUSIP No. 071707AM5)
and an Exchange Fee
for all outstanding
Floating Rate Convertible Senior Notes due 2023
(CUSIP Nos. 071707AJ2 and 071707AK9)

Which Will be Registered Under
The Securities Act of 1933, as Amended,
Prior to Closing

of

Bausch & Lomb Incorporated

        1.    Delivery of this Letter; Guaranteed Delivery Procedures.    This Letter, or an electronic confirmation pursuant to the Depository Trust Company's ATOP system, is to be completed by Holders of Old Notes for tenders that are made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Old Notes" section of the Prospectus. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), or an electronic confirmation pursuant to the Depository Trust Company's ATOP system, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 or any integral multiple thereof.

        Holders who cannot complete the procedure for book-entry transfer on a timely basis or who cannot deliver all other required documents to the Exchange Agent on or prior to 5:00 p.m., New York City time, on the Expiration Date may tender their Old Notes pursuant to the procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution"), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution (A) a properly completed and duly executed Letter (or a facsimile thereof), or an electronic confirmation pursuant to the Depository Trust Company's ATOP system, and (B) Notice of Guaranteed Delivery, substantially in the form provided by B&L (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three Nasdaq trading days after the Expiration Date, a Book-Entry Confirmation and any other documents requested by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, must be received by the Exchange Agent within three trading days after the Expiration Date.

        The delivery of the Old Notes and all other required documents will be deemed made only when confirmed by the Exchange Agent.

8

        See "The Exchange Offer" section of the Prospectus.

        2.    Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.    If this Letter is signed by the registered Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as it appears on a security position listing as the Holder of such Old Notes in the Book-Entry Transfer Facility System without any change whatsoever.

        If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered Old Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations.

        When this Letter is signed by the registered Holder(s) of the Old Notes specified herein and tendered hereby, no separate bond powers are required. If, however, the New Securities and exchange fee are to be issued to a person other than the registered Holder, then separate bond powers are required.

        If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by B&L, proper evidence satisfactory to B&L of their authority to so act must be submitted.

        Signatures on bond powers required by this Instruction 2 must be guaranteed by an Eligible Institution.

        Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered Holder of Old Notes (including any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the Holder of such Old Notes) who has not completed the box entitled "Special Issuance Instructions" on this Letter, or (ii) for the account of an Eligible Institution.

        3.    Special Issuance Instructions.    Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be credited to the proper account maintained at The Depository Trust Company. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated.

        4.    Taxpayer Identification Number.    U.S. federal income tax law generally requires that a tendering Holder who is a U.S. person and whose Old Notes are accepted for exchange must provide the Exchange Agent (as payor) with such Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or establish another basis for exemption from U.S. backup withholding. In the case of a tendering Holder who is an individual, such individual's TIN is his or her social security number. If the Exchange Agent is not provided with the current TIN or an adequate basis for an exemption from backup withholding, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering Holder of Old Notes. Backup withholding is not an additional tax. Rather, the U.S. federal income taxes payable by persons subject to backup withholding will be reduced by the amount of any backup withholding tax that is withheld. If such withholding results in an overpayment of taxes, a refund or credit may be obtained from the Internal Revenue Service.

        Certain Holders of Old Notes are exempt and not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

9

        To prevent backup withholding, each tendering Holder of Old Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. A tendering Holder who is not a U.S. person must provide the Exchange Agent with the appropriate, properly completed Form W-8: Certificate of Foreign Status in order to avoid withholding. These forms may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN, and write "applied for" in lieu of its TIN in Part I of the Substitute Form W-9. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to provide a TIN before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

        5.    Transfer Taxes.    B&L will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer, provided that such transfer taxes will not be considered to include income taxes, franchise taxes, or any other taxes that are not occasioned solely by the transfer of the Old Notes. If, however, New Securities and exchange fee and/or substitute Old Notes not exchanged are to be registered or issued in the name of any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to B&L or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

        6.    Waiver of Conditions.    B&L reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus in accordance with applicable law.

        7.    No Conditional Tenders.    No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

        Neither B&L, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

        8.    Withdrawal Rights.    Tenders of Old Notes may be withdrawn (i) at any time prior to 5:00 p.m., New York City time, on the Expiration Date or (ii) at any time after December 31, 2004 if B&L has not accepted the tendered Old Notes for exchange by that date.

        For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date or at any time after December 31, 2004, if B&L has not accepted the tendered Old Notes for exchange by that date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn (the "Depositor"), (ii) specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility, (iii) specify the principal amount of Old Notes to be withdrawn, (iv) contain a statement that such Holder is withdrawing his election to have such Old Notes exchanged, (v) be signed by the Holder in the same manner as the original signature

10

on the Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee, with respect to the Old Notes, register the transfer of such Old Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Old Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by B&L, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the applicable Exchange Offer and no New Securities and/or exchange fee will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be credited into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in "The Exchange Offer—Return of Old Notes Not Accepted for Exchange" section of the Prospectus. Such Old Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Old Notes as soon as practicable after withdrawal, rejection of tender or termination of the applicable Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

        9.    Requests for Assistance or Additional Copies.    Questions relating to the procedure for tendering may be directed to the Exchange Agent, at the address and telephone number indicated above. The Dealer Manager for the Exchange Offer is Citigroup Global Markets Inc. Requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the information agent, Georgeson Shareholder Communications Inc. (the "Information Agent"), at the following address and telephone numbers:

Georgeson Shareholder Communications Inc.
17 State Street, 10^th Floor
New York, NY 10004

Banks and Brokerage Firms, Please Call: (212) 440-9800

Noteholders Call Toll Free: (866) 873-6981

11

Name:
Business Name, if different from above:
Check appropriate box:	o Individuals/Sole Proprietor		o Corporation
	o Partnership		o Other
Address:
SUBSTITUTE FORM W-9	PART I—please provide your TIN in the box at right and certify by signing and dating below.		Social Security Number or Employer Identification Number (if awaiting TIN write "Applied For")
Department of the Treasury Internal Revenue Service	Part II—For payees exempt from backup withholding, see the attached Guidelines for Certification of Taxpayer identification Number on Substitute Form W-9 and complete as instructed therein.
Payor's Request for	Certification: Under penalties of perjury, I certify that:
Taxpayer Identification Number ("TIN")	(1)	The Number shown on this form is my correct Taxpayer Identification Number (or I am waiting for Taxpayer Identification Number to issued to me);
	(2)	I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)	I am a U.S. person (including a U.S. resident alien).
	CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Signature ______________________________      Date ___________________________

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

12

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART II OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 28 percent of all reportable payments made to me thereafter will be withheld until I provide a number.
Signature _______________________________	Date _________________________________

The Exchange Agent for the Exchange Offer is:

CITIBANK, N.A.

The Information Agent for the Exchange Offer is:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.

The Dealer Manager for the Exchange Offer is:

CITIGROUP GLOBAL MARKETS INC.

13

EX-99.3

EXHIBIT 99.3

FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES

Offer to Exchange
2004 Senior Convertible Securities due 2023
(CUSIP No. 071707AM5)
and an Exchange Fee
for all outstanding
Floating Rate Convertible Senior Notes due 2023
(CUSIP Nos. 071707AJ2 and 071707AK9)
which will be Registered Under
the Securities Act of 1933, as Amended,
Prior to Closing
of
Bausch & Lomb Incorporated

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 14, 2004, UNLESS EARLIER TERMINATED OR EXTENDED (THE "EXPIRATION DATE").

To:

Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Bausch & Lomb Incorporated (the "Company") is offering, upon and subject to the terms and conditions set forth in the preliminary prospectus, dated November 15, 2004 (together with any subsequent preliminary or final prospectus, the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange its outstanding Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") for an Exchange Fee and 2004 Senior Convertible Securities dues 2023 (the "New Securities"), as described in the Prospectus (the "Exchange Offer").

        We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1.

The Prospectus;



2.

The Letter of Transmittal for your use and for the information of your clients;



3.

A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York city time, on the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis;



4.

A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instruction with regard to the Exchange Offer;



5.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and



6.

Return envelopes addressed to Citibank, N.A., the Exchange Agent for the Exchange Offer.

Your prompt action is requested. The Exchange Offers will expire at 5:00 p.m., New York City time, on December 14, 2004, unless earlier terminated or extended by the Company. Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date or at any time after December 31, 2004, if we have not accepted the tendered Old Notes for exchange by that date.

        To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), or an electronic confirmation pursuant to the Depository Trust Company's ATOP system, with any required signature guarantees and any other required documents, should be sent to the Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        If a registered holder of Old Notes desires to tender, but the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."

        The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 5 of the Letter of Transmittal.

        The Company has not authorized anyone to make any recommendation to holders as to whether to tender or refrain from tendering in the Exchange Offer.

        Any questions related to the procedure for tendering you may have with respect to the Exchange Offer should be directed to Citibank, N.A., the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal. Any other questions you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Georgeson Shareholder Communications Inc., the Information Agent for the Exchange Offer, at its address and telephone numbers set forth in the instructions to the Letter of Transmittal. The Dealer Manager is Citigroup Global Markets Inc.

Very truly yours,

Bausch & Lomb Incorporated

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF BAUSCH & LOMB INCORPORATED OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.4

EXHIBIT 99.4

FORM OF NOTICE OF GUARANTEED DELIVERY

Notice of Guaranteed Delivery
for
Bausch & Lomb Incorporated

Offer to Exchange
2004 Senior Convertible Securities due 2023
(CUSIP No. 071707AM5)
and an Exchange Fee for all outstanding
Floating Rate Convertible Senior Notes due 2023
(CUSIP Nos. 071707AJ2 and 071707AK9)

which will be Registered Under the Securities Act of 1933,
as Amended, Prior to Closing

You must use this form, or a form substantially equivalent to this form, to accept the Exchange Offer of Bausch & Lomb Incorporated (the "Company") made pursuant to the preliminary prospectus, dated November 15, 2004 (together with any subsequent preliminary or final prospectus, the "Prospectus"), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Citibank, N.A., as exchange agent (the "Exchange Agent"), prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender outstanding Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") pursuant to the Exchange Offer, a Letter of Transmittal (or facsimile thereof) or an electronic confirmation pursuant to The Depository Trust Company's ATOP system, with any required signature guarantees and any other required documents must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

Delivery To:

Citibank, N.A.

Exchange Agent

By Hand:
Citibank, N.A.
111 Wall Street, 15^th Floor
New York, NY 10005
Attn. Sebastian Andrieszyn By Mail:
Citibank, N.A.
111 Wall Street, 15^th Floor
New York, NY 10005
Attn. Sebastian Andrieszyn

By Overnight Mail or Courier:
Citibank, N.A.
111 Wall Street, 15^th Floor
New York, NY 10005
Attn. Sebastian Andrieszyn
By Facsimile:
(212) 657-1020

Confirm by Telephone:
(212) 657-9055

For information:

For Information with respect to the Exchange Offers call:

Georgeson Shareholder Communications Inc.
17 State Street, 10^th Floor
New York, NY 10004
(866) 873-6981 (Toll Free)
(212) 440-9800 (Banks and Brokerage Firms)

The Dealer Manager is:

Citigroup Global Markets Inc.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus.

        The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may be withdrawn as provided in the Prospectus.

DESCRIPTION OF REGISTERED OLD NOTES (CUSIP NO. 071707AJ2)	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Note Certificate Number(s)/Account Number(s)*	Aggregate Principal Amount of Old Note(s)	Principal Amount Tendered**
	Total
*      For book-entry to The Depositary Trust Company, please provide account number.
**    Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

DESCRIPTION OF UNREGISTERED (144A) OLD NOTES (CUSIP NO. 071707AK9)	1	2	3
Name(s) and Address(es) of Registered Holder(s)	Note Certificate Number(s)/Account Number(s)*	Aggregate Principal Amount of Old Note(s)	Principal Amount Tendered**
	Total
*      For book-entry to The Depositary Trust Company, please provide account number.
**    Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

2

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, personal representatives, administrators, trustees in bankruptcy, successors and assigns of the undersigned.

PLEASE SIGN HERE

x
x	Signature(s) of Owner(s) or Authorized Signatory	Date

Area Code and Telephone Number:

Must be signed by the Holder(s) of Old Notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered Holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below:

Please print name(s) and address(es)

Name(s):

Capacity

Address(es):

DO NOT SEND NOTES WITH THE FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

3

EX-99.5

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EXHIBIT 99.5

FORM OF LETTER TO CUSTOMERS

Offer to Exchange

2004 Senior Convertible Securities due 2023
(CUSIP No. 071707AM5)
and an Exchange Fee
for all outstanding
Floating Rate Convertible Senior Notes due 2023
(CUSIP Nos. 071707AJ2 and 071707AK9)

which will be registered under
the Securities Act of 1933, as amended,
prior to closing

of

Bausch & Lomb Incorporated

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 14, 2004, UNLESS EARLIER TERMINATED OR EXTENDED (THE "EXPIRATION DATE").

To Our Customers:

        Enclosed for your consideration is a preliminary prospectus, dated November 15, 2004 (together with any subsequent preliminary or final prospectus, the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer of Bausch & Lomb Incorporated (the "Company") to exchange its outstanding Floating Rate Convertible Senior Notes due 2023 (the "Old Notes") for 2004 Senior Convertible Securities due 2023 (the "New Securities") and an Exchange Fee, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal (the "Exchange Offer"). Capitalized terms not defined herein are defined in the Prospectus.

        This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

        Your instructions should be promptly forwarded to us in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on December 14, 2004, unless earlier terminated or extended. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

        Your attention is directed to the following:

•

The Exchange Offer is for any and all Old Notes.



•

The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer—Conditions for Completion of the Exchange Offer."

•

Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.



•

The Exchange Offer expires at 5:00 p.m., New York City time, on December 14, 2004, unless earlier terminated or extended.

        If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. Please DO NOT complete the Letter of Transmittal. It is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Bausch & Lomb Incorporated with respect to its Old Notes.

        This will instruct you to tender the Old Notes indicated below (or, if no number is indicated below, all Old Notes) held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

        Please tender the Old Notes held by you for my account in the principal amounts as indicated below:

        Floating Rate Convertible Senior Notes due 2023

        CUSIP No. 071707AJ2

        Tender $                         (principal amount)*

        CUSIP No. 071707AK9

        Tender $                         (principal amount)*

        o Please do not tender any Old Notes held by you for any account.

        Dated:                         , 2004

Signature(s):

Print name(s) here:

(Print Address(es)):

(Area Code and Telephone Number(s)):

(Tax Identification or Social Security Number(s)):

*

Must be in denominations of $1,000 or any integral multiple thereof.

        None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. After receipt of instructions to tender, unless we receive specific contrary instructions we will tender all the Old Notes held by us for your account.

2

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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

EX-99.6

EXHIBIT 99.6

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-00000000. The table below will help determine the proper identification number to give:

For this type of account:			Give the name and SOCIAL SECURITY number of—	For this type of account:		Give the name and EMPLOYER IDENTIFICATION number of—
1.	Individual account		The individual	6.	A valid trust, estate, or pension trust	Legal entity (do not furnish the identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	Corporate or LLC electing corporate status on Form 8832	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9.	Partnership or multi-member LLC	The partnership
	b.	The so-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship or single-owner LLC		The owner(3)	11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employment identification number.

(4)

List first and circle the name of the legal trust, estate or pension trust.

NOTE:  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

        If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, Form W-7 Application for IRS Individual Taxpayer Identification Number, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding:

•

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section b 403(h)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The United States or any agency or instrumentally thereof.



•

A state, the District of Columbia, a possession of the United



•

States, or any subdivision or instrumentally thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentally thereof.



•

An international organization or any agency, or instrumentally thereof.

Payees that may be Exempt from Backup Withholding:

•

A corporation.



•

A foreign central bank of issue.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A real estate investment trust.



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A common trust fund operated by a hank under section 584(a).



•

A financial institution.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.



•

Payments made by certain foreign organizations.



•

Payments of patronage dividends not paid in money.



•

Section 404(k) distributions made by an ESOP.

Payments of Interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may he subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).



•

Payments described in section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under section 1451.



•

Payments made by certain foreign organizations.



•

Mortgage or student loan interest paid to you.

        Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

        Payments that are not subject to information reporting are also not subject to backup withholding. For details, see regulations under sections 6041, 6041A, 6044, 6045, 6049, 6050A, and 6050N.

Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires you to give your correct tax identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws.

        You must provide your tax identification number whether or not you are required to file a tax return. Payers must generally withhold 30% (29% after December 31, 2003; 28% after December 31, 2005) of taxable interest, dividend, and certain other payments to a payee who does not give a tax identification number to a payee. Certain penalties may also apply.

Penalties

(1)

Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)

Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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