0000010427-07-000105 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO (With Additional Change of Control Provisions)
Restricted Stock Award Agreement • April 25th, 2007 • Bausch & Lomb Inc • Ophthalmic goods

RESTRICTED STOCK AWARD AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation (referred to hereinafter as the "Company"), dated as of the date which appears on the “Date of Award and Agreement” in the Award Summary attached hereto (the “Award Summary”) in favor of the individual who appears on the Award Summary (the "Recipient").

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SUPPLEMENTAL INDENTURE NO. 9
Bausch & Lomb Inc • April 25th, 2007 • Ophthalmic goods • New York

This Amended and Restated Supplemental Indenture No. 9 (“Supplemental Indenture”), effective as of February 7, 2007, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of 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, Supplemental Indenture No. 6, dated December 20, 2004, Supplemental Indenture No. 7, dated as of June 5, 2006, and Amended and Restated Supplemental Indenture No. 8, dated as of November 8, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:

BAUSCH & LOMB INCORPORATED EMPLOYMENT AGREEMENT
Lomb Incorporated • April 25th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York

AGREEMENT (this “Agreement”) by and between Bausch & Lomb Incorporated, a New York corporation (the “Company”), and Ronald L. Zarrella (the “Executive”) dated as of the 1st day of January, 2007.

February 14, 2007 John Loughlin Orchid Beach Club #802A Sarasota, FL 34236 Dear John:
Bausch & Lomb Inc • April 25th, 2007 • Ophthalmic goods • New York

This letter summarizes the terms and conditions of your retirement from Bausch & Lomb Incorporated (“Bausch & Lomb” or “the Company”) and when counter-signed by you, constitutes the agreement between you and the Company regarding your retirement (“Agreement”).

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