Bausch & Lomb Incorporated 10-K Period Ending December 31, 2005

Exhibit (3)-a

RESTATED CERTIFICATE OF INCORPORATION

BAUSCH & LOMB INCORPORATED

UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

The undersigned, being respectively Senior Vice President and General Counsel and Secretary of Bausch & Lomb Incorporated, hereby certify that:

First. The name of the Corporation is Bausch & Lomb Incorporated (the “Company”). The name under which the Company was formed was Bausch & Lomb Optical Company.

Second. The Certificate of Incorporation by which the Company was incorporated was filed in the Office of the Secretary of State of the State of New York on March 20, 1908. Restated Certificates of Incorporation of the Company were filed by the Department of State on April 22, 1976 and on September 13, 1985.

Third. This Restated Certificate of Incorporation restates the text of the Certificate of Incorporation without making any amendment or change.

Fourth. The text of the Company’s Certificate of Incorporation is hereby restated to read in full as follows:

CERTIFICATE OF INCORPORATION

BAUSCH & LOMB INCORPORATED

1. The name of the Corporation is Bausch & Lomb Incorporated.

2. The purposes for which it is formed are:

To develop, manufacture, produce, mine, purchase, lease, sell, import, export, install, repair, modify, service and otherwise acquire and dispose of, work with and on, and deal with and in, scientific, physical, chemical, mechanical, engineering, nuclear, electronic, optical and ophthalmic, photographic, and other image reproduction, measuring, analytical, control, testing, laboratory, astronomical, medical, computer, information storage and retrieval, office, and similar and related tools, implements, machinery, instruments, apparatus, furniture, processes, systems, devices, components, parts, supplies, materials and equipment of all kinds, types and combinations, in all applications, and of all substances, materials and matter of any state and combination;

To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

To purchase, lease or otherwise acquire, hold, own, encumber, sell or otherwise dispose of, invest, trade and deal in and with real property and personal property, tangible and intangible, of every kind and description.

3. Its duration shall be perpetual.

4. Its principal business office shall be located in the City of Rochester, County of Monroe and State of New York.

5. Subject to the provisions of this Certificate relating to the rights of the holders of any class or series of stock having a preference over the Common Stock or Class B Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the Corporation shall be not less than three nor more than twenty-five persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be determined from time to time upon the vote of a majority of the shareholders voting at a meeting or a majority of the entire Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Each director, other than those who may be elected by the holders of any class or series of stock having a preference over the Common stock or Class B stock as to dividends or upon liquidation, shall be elected for a term expiring at the annual meeting of shareholders immediately following their election, or when their successor is elected and qualified. The foregoing sentence shall not, however, have the effect of limiting the elected term of any director in office prior to the 2005 annual meeting of shareholders.

6. The total number of shares which the Corporation may have is Two Hundred Million (200,000,000) shares of Common Stock of the par value of Forty Cents ($.40) per share, Fifteen Million (15,000,000) shares of Class B Stock of the par value of Eight Cents ($.08) per share, Ten Thousand (10,000) shares of 4% Cumulative Preferred Stock of the par value of One Hundred Dollars ($100) per share and Twenty Five Million (25,000,000) shares of Class A Preferred Stock of the par value of One Dollar ($1) per share.

7. The designations, preferences, privileges and voting powers of the shares of 4% Cumulative Preferred Stock and the restrictions or qualifications thereof shall be as follows:

(A) Dividends on 4% Cumulative Preferred Stock.

Out of the assets and/or net profits of the Corporation available for dividends, the holders of each share of 4% Cumulative Preferred Stock at the time outstanding shall be entitled to receive, if and when declared by the Board of Directors, dividends in lawful money of the United States of America at, but not exceeding, the rate of 4% per annum, payable in equal quarterly installments on the first days of January, April, July and October in each year, or on such other dates as the Board of Directors may from time to time determine. Such dividends on the 4% Cumulative Preferred Stock shall be preferential and cumulative (whether or not earned in whole or in part) so that if full dividends upon the outstanding 4% Cumulative Preferred Stock at the rate aforesaid from the date from which the dividends thereon became cumulative to the end of the then current quarterly dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency, without interest, shall be paid in full and dividends upon such stock for the current quarterly period shall be declared and set apart for payment before any dividends shall be declared or paid upon or set apart for, or other distribution shall be ordered or made in respect of, the Common Stock or Class A Preferred Stock and before any sums shall be paid or set apart for the purchase or retirement of the Common Stock, for the purchase or redemption of the Class A Preferred Stock or for the purchase or redemption of less than all of the outstanding 4% Cumulative Preferred Stock. Dividends on all shares of the 4% Cumulative Preferred Stock shall commence to accrue and be cumulative from the quarterly dividend date next preceding the date of issue or from said date of issue, if that be a dividend date; but in the event of the issue of additional shares of 4% Cumulative Preferred Stock subsequent to the date of the initial issue of shares thereof, all dividends paid on the 4% Cumulative Preferred Stock prior to the issue of such additional shares, and all dividends declared payable to holders of record of 4% Cumulative Preferred Stock at a date prior to such issue, shall be deemed to have been paid in respect of the additional shares so issued.

(B) Voting Rights of 4% Cumulative Preferred Stock.

The holders of 4% Cumulative Preferred Stock shall not be entitled to any voting rights except as otherwise required by law and except as hereinafter stated; and without limiting the generality of the foregoing, the holders of 4% Cumulative Preferred Stock are hereby specifically excluded from the right to vote in a proceeding (a) for mortgaging the property and franchises of the Corporation pursuant to the Business Corporation Law of the State of New York, (b) for authorizing any guaranty pursuant to said law, (c) for sale of the franchises and property of the Corporation pursuant to said law, (d) for consolidation pursuant to said law, (e) for voluntary dissolution pursuant to said law, or (f) for change of name pursuant to said law.

If and whenever dividends on the outstanding 4% Cumulative Preferred Stock shall be in arrears or unpaid in an aggregate amount equal to or exceeding four full quarterly dividends thereon, that is, in an amount equal to or exceeding $4 on each share of outstanding 4% Cumulative Preferred Stock, then the holders of 4% Cumulative Preferred Stock, shall thereupon have the right, voting as a class, by plurality vote, to elect two members of the Board of Directors or one-third of the total number of directors (disallowing any fraction), whichever is greater, (such number of directors being hereinafter called “the minority”). During the continuance of such right of the 4% Cumulative Preferred Stock to elect the minority of the directors, the holders of the Common Stock, voting as another class, shall, subject to any rights thereto then possessed by holders of Class A Preferred Stock, have the right, by plurality vote, to elect the remaining members (hereinafter called “the majority”) of the Board of Directors.

If and whenever the right of the holders of 4% Cumulative Preferred Stock to elect the minority of the Board of Directors shall accrue, the terms of office of all persons who may be directors of the Corporation at such time shall terminate upon the election of their successors; and such election may be held at a special meeting of all shareholders of the Corporation which shall be convened at any time after the accrual of such right upon notice similar to that provided in the By-Laws of the Corporation for calling the annual meeting of the shareholders, at the request in writing of the holders of record of at least 2% of the number of shares of 4% Cumulative Preferred Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of 4% Cumulative Preferred Stock, for which purpose any such holder of 4% Cumulative Preferred Stock shall have the right to have access to the stock books of the Corporation. If for any reason such special meeting shall not be called prior to the next annual meeting, then at such meeting the holders of 4% Cumulative Preferred Stock and of the Common Stock (subject to any rights thereto then possessed by holders of Class A Preferred Stock) respectively, shall elect the minority and the majority of the members of the Board of Directors as aforesaid unless previously thereto all such defaults in dividend shall have been made good.

The right of the holders of 4% Cumulative Preferred Stock so to elect the minority of the Board of Directors shall continue until all accrued dividends on the 4% Cumulative Preferred Stock at the full cumulative rate aforesaid to the next preceding quarterly dividend payment date shall have been paid or declared and set apart for payment, in full, at which time such right shall cease.

If and whenever the right of the holders of 4% Cumulative Preferred Stock to elect the minority of the Board of Directors shall terminate, then the terms of office of all persons who may be directors of the Corporation at such time shall terminate upon the election of their successors; and such election may be held at a special meeting of the holders of Common Stock of the Corporation (subject to any rights thereto then possessed by holders of Class A Preferred Stock) which shall be convened at any time after the termination of such right upon notice similar to that provided in the By-Laws of the Corporation for calling the annual meeting of the shareholders at the request in writing of the holders of record of at least 2% of the number of shares of Common Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of Common Stock, for which purpose any holder of Common Stock shall have the right to have access to the stock books of the Corporation. If such special meeting be not called prior to the next annual meeting, then at such meeting the holders of the Common Stock (subject to any rights thereto then possessed by holders of Class A Preferred Stock) shall elect all of the members of the Board of Directors.

If and whenever during any interval between annual meetings of shareholders for the election of directors while holders of 4% Cumulative Preferred Stock shall be entitled to elect the minority of the directors, the number of directors in office who shall have been elected by the holders of 4% Cumulative Preferred Stock or Common Stock, and/or Class A Preferred Stock, as the case may be, shall become less than the total number of directors subject to election by the holders of shares of such class, whether by reason of the resignation, death or removal of any director or directors, or an increase in the total number of directors, (1) the vacancy or vacancies shall be filled by a majority vote of the remaining directors if they constitute a quorum, but in each such case, the majority vote must include the votes of a majority of the directors then in office who were either elected by the votes of shares of such class or substituted to a vacancy originally filled by the votes of the shares of such class, and (2) if the remaining directors do not constitute a quorum, a special meeting of the holders of shares of such class shall be held in the manner and on notice as above provided and such vacancy or vacancies shall be filled at such special meeting.

At any meeting of shareholders at which the holders of 4% Cumulative Preferred Stock shall be entitled to elect the minority of directors as aforesaid, a quorum shall, insofar as the election of such minority is concerned but not otherwise, be such number of shares of 4% Cumulative Preferred Stock as shall be represented in person or by proxy at said meeting.

The consent, by affirmative vote or in writing, of the holders of two-thirds of the outstanding shares of 4% Cumulative Preferred Stock shall be required for any of the following actions:

(a) Any change in or modification of any of the preferences, priorities, special rights or powers of the 4% Cumulative Preferred Stock, adversely affecting such stock;

(b) The authorization or issuance of any shares of stock of any other class (as distinguished from additional shares of 4% Cumulative Preferred Stock) of the Corporation ranking prior to or on a parity with the 4% Cumulative Preferred Stock as to dividends or assets, or the authorization or issuance of any stock or other security of the Corporation convertible into any stock having such priority or parity;

(c) The issuance by the Corporation of any shares of 4% Cumulative Preferred Stock other than the 10,000 shares of 4% Cumulative Preferred Stock to be presently authorized, unless:

(1) average annual Consolidated Net Earnings (after adding thereto all interest paid on outstanding Consolidated Funded Debt and dividends paid or accrued on outstanding preferred stock of any Domestic Subsidiary) for the three preceding fiscal years shall be at least equal to two and one-half times the sum of (i) annual interest requirements on Consolidated Funded Debt to be outstanding immediately after the issuance of such additional 4% Cumulative Preferred Stock and (ii) annual dividend requirements on all 4% Cumulative Preferred Stock and on any other stock of the Corporation ranking prior to or on a parity with the 4% Cumulative Preferred Stock and on any preferred stock of any Domestic Subsidiary to be so outstanding; and

(2) at June 30th or December 31st, as the case may be, next preceding the date of the issuance of such additional 4% Cumulative Preferred Stock, but after giving effect to such issuance, the sum of (i) the par or stated value of all of the outstanding shares of stock of the Corporation ranking junior to the 4% Cumulative Preferred Stock both as to dividends and assets and (ii) Consolidated Surplus, shall be at least 100% of the sum of (iii) Consolidated Funded Debt, the involuntary liquidating preference of any outstanding shares of preferred stock of any Domestic Subsidiary and the proportion of net assets applicable to minority interests evidenced by shares of Common Stock of Domestic Subsidiaries and (iv) the par or stated value of all the outstanding shares of 4% Cumulative Preferred Stock and of any other class of stock ranking prior to or on a parity with the 4% Cumulative Preferred Stock as to dividends or assets.

(d) The creation, incurring, assumption or guarantee by the Corporation or any Domestic Subsidiary of any Funded Debt (except (1) in connection with the renewal or extension of Funded Debt in an amount not exceeding the principal amount of Funded Debt so renewed or extended or (2) Funded Debt owing to the Corporation or a Wholly-Owned Subsidiary), or the issuance by any Domestic Subsidiary, other than to the Corporation or a Wholly-Owned Subsidiary, of any shares of preferred stock; unless, as at June 30th or December 31st, as the case may be, next preceding the date of such creation, incurring, assumption or guarantee or issuance, but after giving effect thereto, the sum of (i) the par or stated value of all outstanding stock of the Corporation ranking junior to the 4% Cumulative Preferred Stock both as to dividends and assets and (ii) Consolidated Surplus, shall be at least 100% of the sum of (iii) Consolidated Funded Debt, the involuntary liquidating preference of any outstanding shares of preferred stock of any Domestic Subsidiary and the proportion of net assets applicable to minority interests evidenced by shares of Common Stock of Domestic Subsidiaries and (iv) the par or stated value of all the outstanding shares of 4% Cumulative Preferred Stock and of any other class of stock ranking prior to or on a parity with the 4% Cumulative Preferred Stock as to dividends or assets.

(e) The consolidation of the Corporation with or the merger of the Corporation into another corporation or corporations, but this restriction shall not apply to the purchase by the Corporation of assets or securities of another corporation or the merger of another corporation or corporations into the Corporation if the Corporation is the surviving Corporation.

The consent by affirmative vote or in writing of the holders of a majority of the outstanding shares of 4% Cumulative Preferred Stock shall be required to effect or validate the sale or lease of substantially all of the assets of the Corporation.

Except as provided above, the Common Stock shall have the exclusive right, so far as the holders of 4% Cumulative Preferred Stock are concerned, to vote for the election of directors and for all other purposes.

Except as otherwise required by law holders of 4% Cumulative Preferred Stock shall not be entitled to receive notice of any meeting of the holders of any class of stock at which they were not entitled to vote.

Notwithstanding any provisions to the contrary herein contained, the holders of 4% Cumulative Preferred Stock shall not have any right, under the provisions of this paragraph (C), to vote in respect of any matter specified in said paragraph if, in connection therewith, provision is to be made for the redemption of all of the 4% Cumulative Preferred Stock at the time outstanding or for the voluntary dissolution, liquidation or winding up of the Corporation.

In exercising voting rights given to the 4% Cumulative Preferred Stock by the provisions of paragraphs (B) and (C), the holders of such stock shall be entitled to one vote for each share of such stock held by them, respectively.

(D) Dividend Restrictions on Junior Stock.

So long as any of the 4% Cumulative Preferred Stock shall remain outstanding, no dividends (other than dividends payable in stock of the Corporation ranking junior to the 4% Cumulative Preferred Stock both as to dividends and assets) shall be paid upon, nor shall any other distribution be made to, any class of stock ranking junior to the 4% Cumulative Preferred Stock as to either dividends or assets (hereinafter sometimes referred to as junior stock) nor shall any shares of junior stock be purchased, redeemed or otherwise acquired for a consideration by the Corporation or any Domestic Subsidiary:

(a) if the aggregate amount so paid, distributed or applied subsequent to December 31, 1944, would thereupon exceed the sum of (i) Consolidated Net Earnings after December 31, 1944, after deduction therefrom of all dividends which shall accrue after that date on the 4% Cumulative Preferred Stock and on any class of stock ranking prior thereto or on a parity therewith as to dividends or assets, (ii) the aggregate net proceeds received by the Corporation from the issue or sale subsequent to December 31, 1944, of shares of any class of stock ranking junior to the New Preferred Stock both as to dividends and assets after deducting therefrom the net proceeds received by the Corporation from the issuance or sale during the year 1945 of 152,500 shares of Common Stock of the Corporation (such Consolidated Net Earnings to be determined in each case as of the end of the latest month preceding the event which requires the making of such determination for which financial statements are available, but in no event earlier than the second calendar month preceding such event); and (iii) $500,000; or

(b) if, as at June 30th or December 31st, as the case may be, next preceding the date of the making of such payment, distribution, purchase, redemption or acquisition, but after giving effect thereto, the sum of (i) the par or stated value of all of the outstanding shares of stock of the Corporation ranking junior to the 4% Cumulative Preferred Stock both as to dividends and assets and (ii) Consolidated Surplus shall be less than 100% of the sum of (iii) Consolidated Funded Debt, the involuntary liquidating preference of any outstanding shares of preferred stock of any Domestic Subsidiary and the proportion of net assets applicable to minority interests evidenced by shares of Common Stock of Domestic Subsidiaries and (iv) the par or stated value of all the outstanding shares of 4% Cumulative Preferred Stock and of any other class of stock ranking prior to or on a parity with the 4% Cumulative Preferred Stock as to dividends or assets.

(E) Liquidation Rights of 4% Cumulative Preferred Stock.

In the event that the Corporation is liquidated, dissolved or wound up, the holders of 4% Cumulative Preferred Stock shall be entitled to receive, if such liquidation, dissolution or winding up be involuntary, the sum of $100 per share, and if such liquidation, dissolution or winding up be voluntary, a sum equal to the redemption price in effect at the time of such liquidation, dissolution or winding up, out of the assets of the Corporation available for distribution to its shareholders, whether capital, surplus or earnings, plus all dividends accrued or in arrears thereon, before any amount shall be paid or distributed to the holders of the Class A Preferred Stock or to the holders of the Common Stock; but the holders of 4% Cumulative Preferred Stock shall be entitled to no further participation in such distribution. If upon such liquidation, dissolution or winding up, the assets of the Corporation available for distribution to its shareholders shall be insufficient to permit the payment to the holders of 4% Cumulative Preferred Stock of the full preferential amounts aforesaid, then all said assets shall be distributed among the holders of 4% Cumulative Preferred Stock then outstanding ratably in proportion to the full preferential amounts to which they are respectively entitled. The expression “dividends accrued or in arrears” means, in respect of each share of 4% Cumulative Preferred Stock, an amount equal to simple interest upon the sum of $100 at the rate of 4% per annum from the date from which dividends thereon became cumulative to the date as of which the computation is to be made, less the aggregate amount (without interest) of all dividends theretofore paid or declared and set apart for payment in respect of such share or deemed so to be. The consolidation or merger of the Corporation and any other corporation or corporations, or the sale of all or substantially all of the assets of the Corporation as an entirety, or the purchase or redemption of 4% Cumulative Preferred Stock, or the purchase or redemption of Class A Preferred Stock, or the purchase of Common Stock in any manner permitted by law or by the provisions hereof, shall not be regarded as a liquidation, dissolution or winding up of the Corporation.

(F) Redemption and Repurchase of 4% Cumulative Preferred Stock.

The 4% Cumulative Preferred Stock may be redeemed by the Corporation at the option of the Board of Directors as a whole at any time, or, subject to the provisions of paragraph A, in part from time to time, at $104 per share, plus in each case a sum equal to accrued or unpaid dividends thereon to the date of redemption. If less than all of the outstanding 4% Cumulative Preferred Stock is to be redeemed, the redemption shall be in such amount and shall be effected in such manner, whether by lot or pro rata, and subject to such conditions and provisions of expediency and convenience as may be prescribed by resolution of the Board of Directors. Notice of any proposed redemption of 4% Cumulative Preferred Stock shall be given by the Corporation by mailing a copy of such notice at least 30 days prior to the date fixed for such redemption to the holders of record of 4% Cumulative Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. From and after the date specified in such notice as the date of redemption (unless default shall be made by the Corporation in providing moneys at the time and place specified for the payment of the redemption funds pursuant to said notice), all dividends on the 4% Cumulative Preferred Stock to be redeemed shall cease to accrue, and from and after said date (unless default be made as aforesaid) or the date of the earlier deposit by the Corporation in trust, with a bank or trust company doing business in the State of New York, of funds sufficient for such redemption (a statement of the intention so to deposit having been included in said notice), all rights of the holders of the shares of 4% Cumulative Preferred Stock so to be redeemed as shareholders of the Corporation, including, without limitation, any right to vote or otherwise participate in the determination of any proposed corporate act, except only the right to receive the redemption price when due, shall cease and determine and such shares shall be deemed to be no longer outstanding. The Corporation shall be entitled to all moneys so deposited which shall remain unclaimed by the holders of such 4% Cumulative Preferred Stock at the end of six years after the redemption date, together with any interest thereon which shall have been allowed by the bank or trust company with which the deposit was made, and such moneys shall be paid over to the Corporation on its demand by said bank or trust company without liability to any holders of such 4% Cumulative Preferred Stock for so doing and also without the necessity of any notice to them. Subject to the provisions of paragraph (A), the Corporation may also from time to time purchase shares of its 4% Cumulative Preferred Stock at a price not exceeding the price at which the same might then be redeemed. Shares of 4% Cumulative Preferred Stock redeemed or purchased by the Corporation shall not be re-issued by it.

(G) Preemptive Rights.

The holders of 4% Cumulative Preferred Stock, as such, shall have no preemptive rights to subscribe to or purchase or otherwise acquire any shares of stock of the Corporation of any series or class issued, sold or offered by the Corporation for property, cash or otherwise.

(H) Definitions.

The following terms used above shall have the following meanings:

(a) The term “Funded Debt” shall mean all indebtedness, direct or guaranteed, other than indebtedness maturing by its terms not more than twelve months from the date of incurring the same, except that there shall not be included in Funded Debt any indebtedness for the payment or redemption of which provision shall have been or is being made. Such term shall exclude notes or other indebtedness, maturing not more than twelve months from the date of their issuance or creation, issued or incurred pursuant to the provisions of any credit or loan agreement or other arrangement, the principal purpose of which is to provide funds in connection with war production or the carrying of receivables, inventory or claims with respect to terminated contracts relating to war production, notwithstanding that such agreement may contain provisions for the renewal or extension of such notes or indebtedness or for the suspension of the maturity thereof in connection with the cancellation of war production contracts; but shall include any notes or indebtedness issued or incurred under the Corporation’s Reconversion and Post-War Loan Agreement dated July 6, 1945, with Lincoln Rochester Trust Company and certain other banking institutions.

(b) The term “Consolidated Funded Debt”, shall mean the sum of all Funded Debt of the Corporation and its Domestic Subsidiaries after eliminating all intercompany items, as computed from a consolidated balance sheet and as determined in accordance with generally accepted accounting principles.

(c) The term “Consolidated Surplus” shall mean the earned surplus and capital surplus as determined from a consolidated balance sheet of the Corporation and its Domestic Subsidiaries in accordance with generally accepted accounting principles.

(d) The term “Consolidated Net Earnings” shall mean the consolidated net income of the Corporation and its Domestic Subsidiaries available for dividends, determined in accordance with generally accepted accounting principles, after all proper charges (including provision for dividends on outstanding preferred stock of Domestic Subsidiaries and for net profits applicable to minority interests in subsidiaries represented by Common Stock and after provision for interest and for income and profits taxes and other taxes), but excluding therefrom capital gains and losses and including therein the amount of any tax refunds received or tax credit allowed or obtained, and provision for any additional tax assessments during any period in question whether the same arose in or shall be allocable in whole or in part to any prior period. In determining “Consolidated Net Earnings” no deduction shall be made for discounts or commissions on any shares of 4% Cumulative Preferred Stock or any other securities hereafter issued by the Corporation or any Domestic Subsidiary nor for the premium paid upon the redemption of any thereof.

(e) The term “Subsidiary” or “Subsidiaries” shall mean any corporation or corporations at least 51% of the shares of the capital stock of which having voting power, other than as effected by failure to pay dividends or other events of default, is owned by the Corporation, either directly or through one or more other Subsidiaries.

(f) The term “Domestic Subsidiary” shall mean any Subsidiary the greater portion of the business of which is transacted, or the greater portion of the assets of which is located, within the continental United States (excluding Alaska) and/or within the Dominion of Canada.

The term “Wholly-Owned Subsidiary” shall mean any Subsidiary all of the outstanding stock of which, except directors’ qualifying shares, is owned by the Corporation either directly or through one or more other Wholly-Owned Subsidiaries.

(g) The term “outstanding” as applied to Funded Debt or preferred stock of the Corporation or any Domestic Subsidiary, shall be deemed to exclude any such Funded Debt or preferred stock owned by the Corporation or any Domestic Subsidiary.

(h) The term “Common Stock”, when referring to Common Stock of the Corporation, shall be deemed to include Class B Stock.

8. The Corporation shall have authority to issue its Class A Preferred Stock in series. The Board of Directors is vested with authority to establish and designate series and to fix the number of shares to be included in each such series and the relative rights, preferences and limitations of such series, subject to the provisions set forth below, and to the limitation that the Board of Directors shall not have any authority to subordinate rights of holders of 4% Cumulative Preferred Stock by authorizing preferences for holders of any series of Class A Preferred Stock which would be in any respect superior to the rights of the holders of 4% Cumulative Preferred Stock, and to the further limitation that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. The authority of the Board of Directors with respect to each series of Class A Preferred Stock shall include, but not be limited to, determination of the following:

(a) The number of shares constituting that series and the distinctive designation of that series;

(b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates;

(d) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(e) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(f) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case or redemption, which amount may vary under different conditions and at different redemption dates;

(g) The amounts payable on the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(h) Any other relative rights, preferences and limitations of that series.

Dividends on outstanding Class A Preferred Stock of each series shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on the Common Stock with respect to the same dividend period.

Upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class A Preferred Stock shall be entitled to receive out of the assets of the Corporation, before any distribution shall be made to the holders of the Common Stock, the amounts determined to be payable on the Class A Preferred Stock of each series in the event of voluntary or involuntary liquidation.

No holder of Class A Preferred Stock shall be entitled to any preemptive rights.

The term “Common Stock”, when used in this Paragraph 8, shall be deemed to include Class B Stock.

9. The designations, preferences, privileges and voting powers of a series of Class A Preferred Stock designated as “Class A Preferred Stock, Series A” and the restrictions or qualifications thereof shall be as follows:

(A) Designation and Amount. The shares of such series shall be designated as “Class A Preferred Stock, Series A” (the “Series A Preferred Shares”) and the number of shares constituting the Series A Preferred Shares shall be Three Hundred Fifty Thousand (350,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of Series A Preferred Shares to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Shares.

(B) Dividends and Distributions.

(i) Subject to the rights of the holders of any shares of any class of capital stock of the Corporation ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares, in preference to the holders of the Corporation’s Common Stock and Class B Stock (which, for the purposes of this Paragraph 9, are hereinafter referred to together as the “Common Shares”) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below with respect to non-cash dividends) on the first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Corporation shall at any time declare or pay any dividend on the Common Share payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(ii) The Corporation shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (i) of this Paragraph 9 immediately prior to declaring a dividend or distribution on the Common Stock (other than a dividend payable in Common Stock); provided, that in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares, a dividend of $1 per share of the Series A Preferred Shares shall nevertheless be payable on such subsequent or first Quarterly Dividend Payment Date, as the case may be.

(iii) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

(i) Subject to the provisions for adjustment hereinafter set forth, each share of Series A Preferred Shares shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of Series A Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(ii) Except as otherwise provided herein, in any other Certificate of Amendment creating a series of Class A Preferred Stock, par value $1.00 per share, of the Corporation (the “Preferred Shares”) or any similar stock, or by law, the holders of Series A Preferred Shares and the holders of Common Shares and any other capital shares of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(iii) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

(D) Certain Restrictions.

(i) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares as provided in subparagraph (B) of this Paragraph 9 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on Series A Preferred Shares outstanding shall have been paid in full, the Corporation shall not:

(a) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares;

(b) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, including, without limitation, shares of any other series of Class A Preferred Stock, except dividends paid ratably on the Series A Preferred Shares and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(c) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or

(d) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, including, without limitation, shares of any other series of Class A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(ii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (D)(i) of this Paragraph 9, purchase or otherwise acquire such shares at such time and in such manner.

(E) Reacquired Shares. Any Series A Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Class A Preferred Stock and may be reissued as part of a new series of Class A Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Restated Certificate of Incorporation, or in any other Certificate of Amendment creating a series of Class A Preferred Stock or any similar stock or as otherwise required by law.

(F) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares unless, prior thereto, the holders of Series A Preferred Shares shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of Series A Preferred Shares shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of Series A Preferred Shares or shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, including, without limitation, shares of any other series of Class A Preferred Stock, except distributions made ratably on the Series Preferred Shares and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(G) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of the Corporation’s Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Shares shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, for which or into which each share of Common Stock is exchange or changed. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock into a greater or lesser number of shares of Common Stock), then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of Series A Preferred Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(H) No Redemption. The Series A Preferred Shares shall not be redeemable.

(I) Amendment. The Restated Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Shares so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding Series A Preferred Shares, voting together as a single class.

10. The designations, preferences, privileges and voting powers of the shares of Common Stock and Class B Stock and the restrictions or qualifications thereof shall be as follows:

(A) Dividends on Common Stock and Class B Stock.

Subject to the restrictions contained in Paragraph 7(D), and to the provisions respecting the prior payment or declaration and setting apart for payment of dividends on the 4% Cumulative Preferred Stock, the Board of Directors in its discretion may declare and pay, equally per share, dividends on the Common Stock and Class B Stock out of the assets and/or net profits of the Corporation available for dividends, to the exclusion of the 4% Cumulative Preferred Stock. No dividend, distribution, split-up, combination, reclassification or other change shall be paid or made with respect to shares of Common Stock without the same action being taken with respect to shares of Class B Stock.

(B) Purchases of Common Stock and Class B Stock.

Subject to the restrictions contained in Paragraph 7(D), and to the provisions respecting the prior payment or declaration and setting apart for payment of the dividends on the 4% Cumulative Preferred Stock and on any Class A Preferred Stock, the Corporation may at any time purchase shares of its Common Stock or shares of its Class B Stock in any manner now or hereafter permitted by law.

In the event that the Corporation is liquidated, dissolved or wound up, after there shall have been paid to or set apart for the holders of 4% Cumulative Preferred Stock and the holders of any Class A Preferred Stock the full preferential amounts to which they are respectively entitled, the holders of the Common Stock and Class B Stock shall be entitled to receive, equally per share, and to the exclusion of the 4% Cumulative Preferred Stock and the Class A Preferred Stock, the remaining assets of the Corporation available for distribution to its shareholders.

(D) Voting Power of Common Stock and Class B Stock.

Subject to the provisions of Paragraphs 7(B) and (C), and any provisions for voting by holders of Class A Preferred Stock, the holders of the Common Stock and of the Class B Stock (voting together as a single class) shall possess full and exclusive voting power for the election of directors and for all other purposes, each share of Common Stock and each share of Class B Stock having one vote.

(E) Preemptive Rights.

The holders of Common Stock and the holders of Class B Stock, as such, shall have no preemptive rights to subscribe to or purchase or otherwise acquire any shares of stock of the Corporation of any series or class, or any rights, options or securities of any kind.

11. The Secretary of State is designated the agent of the Corporation upon whom process against the Corporation may be served. The Post Office address to which the Secretary of State shall mail a copy of any process against the Corporation so served upon him is Bausch & Lomb Incorporated, One Bausch & Lomb Place, Rochester, New York 14604.

12. (A) Except as expressly permitted in subparagraph 12(B), any purchase by the Corporation of shares of Voting Stock (as hereinafter defined) from a 5% Shareholder (as hereinafter defined) at a per share price in excess of the Market Price (as hereinafter defined) at the time of such purchase of the shares so purchased shall require the affirmative vote of the holders of that amount of the voting power of the Voting Stock equal to the sum of (i) the voting power of the shares of Voting Stock of which the 5% Shareholder is the beneficial owner (as hereinafter defined) and (ii) a majority of the voting power of the remaining outstanding shares of Voting Stock, voting together as a single class.

(B) The provisions of subparagraph 12(A) shall not be applicable to any purchase of shares of Voting Stock (i) pursuant to an offer, made available on the same terms to the holders of all of the outstanding shares of the same class of Voting Stock as those so purchased or (ii) in the open market and not as a result of a privately-negotiated transaction.

13. In addition to any affirmative vote required by law, this Certificate of Incorporation or the Corporation’s By-Laws,

(A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any 5% Shareholder or (ii) any other corporation (whether or not itself a 5% Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of a 5% Shareholder; or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any 5% Shareholder or any Affiliate of any 5% Shareholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $10,000,000 or more; or

(C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary having an aggregate Fair Market Value of $10,000,000 or more to any 5% Shareholder or any Affiliate of any 5% Shareholder in exchange for cash, securities or other property (or a combination thereof); or

(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a 5% Shareholder or any Affiliate of any 5% Shareholder; or

(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving a 5% Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any 5% Shareholder or any Affiliate of any 5% Shareholder; shall require the affirmative vote of the holders of that amount of the voting power of the Voting Stock equal to the sum of (i) the voting power of the shares of 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 Voting Stock, voting together as a single class; provided, however, that no such vote shall be required (a) if the Business Combination (as hereinafter defined) has been approved by the Board of Directors prior to the time the 5% Shareholder became a 5% Shareholder or (b) for the purchase by the Corporation of shares of Voting Stock from a 5% Shareholder unless such vote is required by Paragraph 12A.

14. (A) For the purposes of Paragraphs 12 through 14:

(i) A “person” shall mean any individual, firm, corporation or other entity.

(ii) “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

(iii) “5% Shareholder” shall mean any person (other than the Corporation or any Subsidiary) who or which:

(a) is the beneficial owner, directly or indirectly, of more than five percent of the voting power of the outstanding Voting Stock; or

(b) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of more than five percent of the voting power of the then outstanding Voting Stock; or

(c) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any 5% Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(iv) A person shall be a “beneficial owner” of any Voting Stock:

(a) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(b) which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or

(c) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(v) For the purposes of determining whether a person is a 5% Shareholder pursuant to subparagraph (iii) of this subparagraph 14(A), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (iv) of this Subparagraph 14(A), but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(vi) “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 25, 1985.

(vii) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definitions of a 5% Shareholder set forth in paragraph (iii) of this Paragraph 14 the term “Subsidiary” shall mean only a corporation of which a majority of the voting power of the capital stock entitled to vote generally in the election of directors is owned, directly or indirectly, by the Corporation.

(viii) “Market Price” means the last closing sale price immediately preceding the time in question of a share of the stock in question on the Composite Tape for New York Stock Exchange - Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the last closing bid quotation with respect to a share of such stock immediately preceding the time in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use (or any other system of reporting or ascertaining quotations then available), or if such stock is not so quoted, the fair market value at the time in question of a share of such stock as determined by a majority of the entire Board in good faith.

(ix) “Fair Market Value” means: (a) in the case of stock, the Market Price, and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

(x) “Business Combination” means any transaction specified in subparagraphs (A) through (E) of Paragraph 13 hereof.

(B) The Board of Directors of the Corporation shall have the power and duty to determine for the purposes of Paragraphs 12 through 14, on the basis of information known to them after reasonable inquiry, (i) whether a person is a 5% Shareholder, (ii) the number of shares of Voting Stock beneficially owned by any person, (iii) whether a person is an Affiliate or an Associate of another person and (iv) whether a transaction or a series of transactions constitutes a Business Combination. The good faith determination of the Board of Directors shall be conclusive and binding for all purposes of Paragraphs 12 through 14.

(C) Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of at least eighty percent of the voting power of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, Paragraphs 12 through 14 hereof.

15. (A) A director of the Corporation shall not be liable to the Corporation or its shareholders for damages for breach of duty as a director, except to the extent such exemption from liability is not permitted under the Business Corporation Law as the same exists or may hereafter be amended.

(B) Any repeal or modification of the foregoing paragraph (A) by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to, or at the time of, such repeal or modification.

16. This Restated Certificate of Incorporation was authorized by the unanimous written consent of the Company’s Board of Directors.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 21st day of September, 2005.

/s/ Robert B. Stiles

Robert B. Stiles

Senior Vice President, and General Counsel

/s/ Jean F. Geisel

Jean F. Geisel

Secretary

Exhibit (10)-jj

BAUSCH & LOMB INCORPORATED

EXECUTIVE DEFERRED COMPENSATION PLAN

FOR POST-2004 DEFERRALS

1.	Introduction
This Executive Deferred Compensation Plan for Post-2004 Deferrals (the "Plan") provides that Bausch & Lomb Incorporated (the "Company") will make certain contributions on behalf of eligible executives and permits eligible executives to defer a portion of their compensation as more particularly described in Section 2. The Plan is effective for eligible compensation deferred on and after January 1, 2005 (the “Effective Date”) and amounts deferred before that date under the Bausch & Lomb Incorporated Executive Deferred Compensation Plan that are subject to Section 409A (as defined below). Provisions which specify a later effective date shall be effective on the date specified. The Plan shall be administered on the basis of a calendar year starting each January 1 (the “Plan Year”). This Plan is intended to be unfunded for tax and ERISA Title I purposes and to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations and other authoritative guidance issued thereunder ("Section 409A"). This Plan and each of the transactions authorized or permitted under the terms of this Plan have been approved by the Board of Directors of the Company.
2.	Types of Deferrals
(a) Participant Deferrals. Participants may elect, on a voluntary basis, to defer the following compensation: (1) For plan years prior to 2007, base salary; (2) Payments under the Annual Incentive Compensation Program ("AICP") or, for plan years prior to 2007, payments made under a Sales Incentive Program ("SIP"); (3) Cash payments made under the Long-Term Performance Unit Plan; and (4) To the extent permitted by Sections 401(k) and 409A of the Code, an elected percentage of base salary that shall commence after such percentage election under the 401(k) Account Plan results in a cessation of contributions to the 401(k) Account Plan due to the application of the Code's limitations on compensation and contributions. A participant who elects to make this deferral must elect to contribute the same percentage of compensation to this Plan as he/she elects to contribute to the 401(k) Account Plan for the Plan Year, and the deferral rules that apply to this Plan shall apply to his/her deferral election under the 401(k) Account Plan (e.g., once made the election is irrevocable for the Plan Year, and, with certain exceptions, the election must be made before the last day of the Plan Year preceding the Plan Year in which the services giving rise to the compensation relates are to be performed, etc.). (b) Company Deferrals. The Company shall contribute the following amounts on behalf of participants: (1) If a participant has contributed to the 401(k) Account Plan for the Plan Year the maximum amounts permitted by the Code, the Company shall make a matching contribution to this Plan on the excess base salary contributions the participant makes to this Plan under subsection (a)(4) in the same amount it would have contributed on behalf of the participant if his or her excess contribution had been made to the 401(k) Account Plan (ignoring Code limits). Effective for Plan Years beginning on or after January 1, 2008, the Company shall make a matching contribution to this Plan on those AICP contributions that the participant elects to defer into this Plan in the same amount the Company would have contributed on behalf of the participant if such contribution had been made to the 401(k) Account Plan (as if the Code limits did not apply). For the 2006 and 2007 Plan Years, the Company's matching contribution to this Plan shall be calculated as if the participant had contributed 5% of this AICP to this Plan even if such amount was not deferred into this Plan. (2) Whether or not a participant actually contributes to the 401(k) Account Plan, if he or she is eligible to receive a base contribution and/or transition credit under the 401(k) Account Plan and has compensation for the Plan Year in excess of the compensation limit under Code Section 401(a)(17), the Company shall contribute to this Plan the amount of the base contribution and transition credit it would otherwise have made to the 401(k) Account Plan for the Plan Year on the participant's compensation in excess of the compensation limit as if the Code limits did not apply. Effective for Plan Years beginning 2008 and thereafter, for purposes of this subsection, compensation shall include AICP payments that were paid in such Plan Years but were deferred into this Plan. (3) If for a Plan Year the participant is entitled to receive a Company contribution to the 401(k) Account Plan based on transition credits, as soon as administratively practicable following discrimination testing for the 401(k) Account Plan, the Company shall make a contribution to this Plan that is equal to the transition credit (plus interest) that the Company was not able to make to the 401(k) Account Plan because of the Code Section 401(a)(4) nondiscrimination rules that apply to the 401(k) Account Plan.
3.	Eligible Employees
Commencing on the Effective Date, all U.S. employees who have the title of Senior Executive/Vice President, General Manager, Executive/Director, Country Manager or officer of the Company are eligible to make participant deferrals and to receive Company deferrals as described in Sections 2(a) and (b) above. In addition, certain designated U.S. executives not otherwise eligible to make participant deferrals shall be eligible to receive Company deferrals as described in Section 2(b)(2) and (3).
4.	Participant Deferrals
(a) An eligible employee who chooses to defer all or part of the compensation referred to in Section 2 shall become a participant in the Plan. (b) For deferrals of compensation otherwise payable as base salary, a minimum amount as determined from time to time by the Plan Administrator (as defined in Section 10 hereof) must be deferred. A deferral period must be for a minimum 12 months or any other minimum period established by the Plan Administrator. For deferrals of salary to the Plan in excess of the 401(k) Account Plan limit, there is no minimum amount of deferral. For deferrals of compensation otherwise payable under the Long-Term Performance Unit Plan, 100% of the amount payable must be deferred. Prior to the crediting of deferrals under this Plan, all applicable FICA and Medicare taxes will be withheld. (c) Except as provided below, a participant's election to defer compensation must be made by written notice to the Plan Administrator before the last day of the Plan Year preceding the Plan Year in which the services giving rise to the compensation relates are to be performed. (1) Effective January 1, 2007, notwithstanding the preceding, if and to the extent permitted under Section 409A and by the Plan Administrator, an employee who first attains a position that permits him/her to become eligible in the Plan (or any similar deferred compensation plan) in the first six months of a Plan Year may become eligible to participate in the Plan on the following July 1 and may make an election no later than thirty (30) days after the date he or she becomes eligible to become a Plan participant to defer compensation earned for services to be performed after the election. Prior to January 1, 2007, notwithstanding the preceding, if and to the extent permitted under Section 409A and by the Plan Administrator, a newly hired employee who is in the class of employees eligible to participate in the Plan may make an election no later than thirty (30) days after the date he or she is hired to defer compensation earned for services to be performed after the election. (2) Also notwithstanding the preceding, if and to the extent permitted by Section 409A and by the Plan Administrator, a participant may make an election to defer that portion (if any) of his or her compensation which qualifies as Performance-Based Compensation no later than six (6) months prior to the last day of the period over which the services giving rise to the Performance-Based Compensation are performed. For purposes of the Plan, the term "Performance-Based Compensation" shall mean that portion of a participant's compensation which is based on the performance by the participant of services for the Company over a period of at least twelve (12) months and which qualifies as "performance-based compensation" under Section 409A. (3) Also notwithstanding the preceding, to the extent permitted under Section 409A and by the Plan Administrator, a participant may make an election to defer compensation for services performed on or before December 31, 2005 (including, but not limited to, AICP payments earned in 2004 which are payable in 2005 and AICP payments earned in 2005 which are payable in 2006) no later than the earlier of (i) March 15, 2005, or (ii) the date such compensation is otherwise payable to the participant. (4) Finally, notwithstanding the preceding, deferrals of sales commissions for the 2006 Plan Year consist of four quarterly payments beginning with the May payment and ending with the fourth payment in the first quarter of 2007. As of January 1, 2007, the Plan Administrator has the discretion to change the deferral cycle or take other action to correct for the one quarter lag attributable to there being no deferral for the first payment made in 2006. (d) Unless renewed, a deferral election will expire on December 31 of the year after it is executed. (e) A participant may not elect to change his or her deferral election that is in effect for a Plan Year, except if and to the extent permitted by the Plan Administrator and made in accordance with the provisions of Section 409A specifically relating to the change and/or revocation of deferral elections. (f) A participant's deferrals and the earnings thereon shall be fully and immediately vested at all times.
5.	Participants' Deferral Elections
(a) To defer compensation under the Plan, a participant must give written notice to the Plan Administrator on such forms or in such manner designated by the Plan Administrator. This notice must include (1) the amount of percentage of compensation to be deferred; (2) the selection of an investment account(s) (as described in Section 7 hereof); (3) the payment commencement date (i.e., retirement or a date certain); (4) the method of payment desired (i.e., annual installments or lump sum) and, if annual, the number of years of substantially equal installment payments (as permitted by the Plan Administrator); and (5) the designation of payment to the participant's estate or beneficiary (which may be the participant's estate or a trust) in the event of the participant's death. (b) In connection with each election to defer compensation, a participant may irrevocably elect to receive a payout at a specified future date. The date certain payout shall be a lump sum payment in an amount that is equal to the compensation deferred, plus, if any, vested Company contributions described in Section 2(b), together with amounts credited or debited on both such amounts in the manner provided in Section 7(d). Each date certain payout designated by the participant must be as of January 1 of a year that is at least two years after the Plan Year from which the amount is actually deferred, as specifically elected by the participant. The amount of the payout will be calculated based on the value of the participant's benefit as of the January 15^th following the designated payout date, and the actual payment will be made within forty-five (45) days following the January 15^th valuation date. By way of example, if a date certain payout is elected for base salary and/or SIP payments earned during 2005, the earliest date that the participant could elect his benefit to be paid out would be after January 1, 2008. As another example, if a participant elects to defer AICP payments earned during 2005 and normally paid in 2006 (but for the deferral election), the earliest date that the participant could elect to receive his date certain payout would be after January 1, 2009. Notwithstanding the foregoing, a participant's designated payment date is subject to the overriding requirements of Section 8 of the Plan and Code Section 409A. A participant who is an active employee may, with respect to each date certain payout, on a form determined by the Plan Administrator, make one or more additional deferral elections (a "Subsequent Election") to defer payment of such date certain payout to a Plan Year subsequent to the Plan Year originally (or subsequently) elected; provided that (i) such Subsequent Election may not take effect until at least 12 months after the date on which the Subsequent Election is made, (ii) the payment with respect to which such Subsequent Election is made must be deferred for a period of not less than 5 years from the date such payment would otherwise have been made; and (iii) the Subsequent Election must be made at least 12 months prior to the date of the first scheduled payment. By way of example, a participant who previously elected to have a date certain payout beginning on January 1, 2008 in respect of his or her base salary and/or SIP payments earned and deferred during 2005 may elect no later than January 1, 2007 to defer payment of such amounts to a new date certain payout beginning January 1, 2013. (c) For deferral amounts where the participant has selected retirement as the payment commencement date, the participant's lump sum payment shall be paid, or in the case of a participant who elects installment payments, shall commence after the end of the Plan Year when the participant retires; provided that the participant retires in the first six months of a Plan Year. The amount of the payout will be calculated based on the value of the participant's vested benefit as of the January 15 following the year of retirement, and the actual payment will be made within forty-five (45) days following the January 15 valuation date. If such a participant retires in the last 6 months of a Plan Year, the participant's lump sum payment shall be paid, or in the case of a participant who elects installment payments, shall commence after the July 1 following the end of the Plan Year when the participant retires. The amount of the payout will be calculated based on the value of the participant's vested benefit as of the July 15 following the year of retirement and the actual payment will be made within forty-five (45) days following the July 15 valuation date. For example, if a participant elected to receive his/her benefit as lump sum with retirement as the payment commencement date and the participant retires on March 15, 2007, the participant's benefit would be paid within the first 60 days of 2008. If such a participant retired on September 15, 2007, the participant's benefit would be paid within the 60 day period following July 1, 2008. The above rules apply to retirement payout dates commencing on or after January 1, 2007. Prior to January 1, 2007, retirement payouts shall commence within 60 days after the end of the Plan Year when the participant retired, provided that payments to "specified employees" (within the meaning of Section 409A) are delayed until 6 months after termination of employment. A participant who is an active employee and who has selected retirement as the payment commencement date may, on a form determined by the Plan Administrator, make one or more additional deferral elections (a "Subsequent Election") to defer payment and/or change the form of payment to a Plan Year subsequent to the Plan Year following his Retirement; provided that (i) such Subsequent Election may not take effect until at least 12 months after the date on which the Subsequent Election is made, and (ii) the payment with respect to which such Subsequent Election is made must be deferred for a period of not less than 5 years from the date such payment would otherwise have been made. (d) If a participant elects to receive his or her deferred compensation in installments, the installment payments will be calculated in the following manner: the participant's vested account balance as of the January 15 following the payment date will be multiplied by a fraction, the numerator of which is 1, and the denominator of which is the number of remaining installment periods. The payment date shall be the January 1 when payments commence (and each anniversary thereof), and the actual payment shall be made within 60 days of such date. For payouts commencing prior to January 1, 2007, the payment date is such date in January that is designated for purposes of calculating installment payouts. (e) Retirement, for purposes of the Plan shall mean the date on which the participant has incurred a separation of service with the Company (within the meaning of Section 409A) after first attaining age 55. (f) If a participant names someone other than his or her spouse as a beneficiary in the event of participant's death, a spousal consent form must be signed by that participant's spouse and returned to the Company.
6.	Company Deferrals
(a) Company contributions under Section 2(b) shall be made or credited to an eligible participant's account at such times determined by the Plan Administrator, but in no event later than a reasonable period of time after the end of the Plan Year to which the contribution relates. A participant is not required to make any election to defer Company contributions; such contributions shall be made automatically on behalf of all eligible participants. If the participant has provided a written notice with respect to participant deferrals under Section 5 for the Plan Year, the terms set forth in that notice (except for the amount of the contribution) shall apply equally to all Company contributions made with respect to the same Plan Year. If the participant has not provided a notice for participant deferrals for the Plan Year, benefits attributable to the Company contributions (if vested) will be paid in accordance with Section 8(e) (assuming for this purpose that “Termination of Employment” includes Retirement). (b) For participants first hired by the Company prior to January 1, 2005, Company contributions and the earnings thereon shall be fully and immediately vested at all times. For participants first hired by the Company or after January 1, 2005, Company contributions and the earnings thereon shall be vested in accordance with the vesting provisions of the Company’s 401(k) Account Plan as from time to time in effect. Amounts that are unvested at the time of payout shall be forfeited.
7.	Investment Accounts
(a) Monies deferred under the Plan will be transferred to a trusted subject to a “Rabbi” Trust Agreement between the Company and a trustee designated by the Plan Administrator (the “Trust”); provided that no such transfer shall be made if such transfer would result in adverse tax consequences under Section 409A. (b) The rate of return on deferred compensation is determined by the performance of one or more deferred compensation investment accounts selected by the participant pursuant to the Plan. Deferred compensation investment accounts available under the Plan are selected by the Company’s Investment Committee (“Investment Account(s)”). Information on each Investment Account currently available under the Plan may be obtained from the Plan Administrator. The Investment Committee may, from time to time, in its discretion, deem it necessary or advisable to add or delete Investment Accounts or substitute new Investment Accounts for existing Investment Accounts. In such an event, the Plan Administrator will provide participants with reasonable notice of the effective date of the change to permit participants to change their future investment elections. (c) All investments in Investment Accounts under the Plan are hypothetical. At the time of each deferral of compensation into the Plan, a participant will be credited with an imputed number of shares for the Investment Account(s) selected by the participant. Thereafter, the value of a participant’s Investment Accounts will fluctuate in accordance with the actual performance of the Investment Accounts. Dividends and interest on the imputed shares also will be credited to the participant’s Investment Account. (d) Earnings/losses on Investment Accounts hypothetically invested in mutual funds or other assets for which daily pricing is available (“Daily-Priced Investments”) shall be valued daily in accordance with the relevant terms and conditions of the Daily-Priced Investments. Earnings/losses on Investment Accounts hypothetically invested in investments other than Daily-Priced Investments shall be credited effective on the last business day of each month. All such earnings are net of expenses. (e) The deferral of compensation on a current basis will be allocated into Investment Account(s) pursuant to the deferral election determined by the participant. The allocation must be in whole percentages (e.g., 100% into one Investment Account, a 60-20-20 split among three Investment Accounts, etc.). (f) A participant may elect to reallocate amounts already in his/her Investment Accounts among the various Investment Accounts at such times and in accordance with such procedures as the Plan Administrator may, in its sole discretion, prescribe; except that a reallocation into or out of the Bausch & Lomb Common Stock Investment Account by officers of the Company subject to Section 16 of the Securities Exchange Act of 1934 (i.e., Section 16(b) regulations) may not be made more than once in any six (6) month period. Company contributions shall initially be credited to the Bausch & Lomb Common Stock Investment Account. Prior to August 1, 2005, Company contributions must remain in Company common stock equivalents. On and after August 1, 2005, a participant may reallocate Company contributions that have been made to his or her account in the form of Company common stock equivalents.
8.	Payment of Deferred Compensation
(a) A participant’s right to payment of deferred compensation under the Plan is a contractual obligation of the Company to the participant, and his or her right to such monies shall be an unsecured claim against the general assets of the Company. However, the Company has established the Trust as an irrevocable rabbi trust for participants for the purpose of holding assets used to pay deferred compensation required by this Plan. The Company shall make periodic contributions to the Trust as may be required to fund amounts payable under the Plan; provided that no contributions shall be made if such contributions would result in adverse tax consequences under Section 409A. The Trust is intended to provide a participant with assurance that deferred monies will be paid to the participant in accordance with the Plan, except in the event of the Company’s bankruptcy or insolvency. Notwithstanding the establishment of the Trust, the Company remains ultimately responsible to pay deferred compensation to each participant. This obligation shall be met from the general assets of the Company if the Trust has insufficient funds to pay benefits. (b) If, in the discretion of the Plan Administrator, a participant has a need for funds due to an Unforeseeable Financial Emergency, a payment may be made to the participant from the vested funds in his or her account at a date earlier than the payment commencement date chosen by the participant at the time of deferral. A distribution based upon Unforeseeable Financial Emergency shall not exceed the lesser of the participant’s vested account balance, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the payouts, after taking into account the extent to which the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant’s assets (to the extent the liquidation of assets would not itself cause severe financial hardship). A distribution based upon Unforeseeable Financial Emergency shall be permitted solely to the extent permitted under Section 409A. For purposes of the Plan, the term “Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the participant that would result in severe financial hardship to the participant resulting from(i) an illness or accident of the participant, the participant’s spouse or a dependent of the participant, (ii) a loss of the participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant, all as determined in the sole discretion of the Plan Administrator. A participant requesting a distribution on account of an Unforeseeable Financial Emergency must supply the Plan Administrator with a statement indicating the nature of the need creating the Unforeseeable Financial Emergency, the fact that all other available resources are insufficient to meet the need, and any other information that the Plan Administrator deems necessary to evaluate whether an Unforeseeable Financial Emergency exists. (c) In the event of a participant’s death before he or she has received all of the vested deferred compensation payments to which he or she is entitled, payments will be made to the participant’s estate or beneficiary (as elected by the participant or, in the absence of an election, to the participant’s estate) in a single lump sum payment. The amount of the payout will be calculated based on the value of the participant’s vested benefit as of the January 15^th following the year of the participant’s death, and the actual payment will be made within forty-five (45) days following the January 15^th valuation date. (d) All payments made to participants under the Plan shall be subject to all taxes required to be withheld under applicable laws and regulations of any governmental authorities. (e) Notwithstanding any payout election a participant may have made under Section 5, if a participant experiences a Termination of Employment with the Company within the first six months of the Plan Year, the participant’s vested account balance shall be paid in a lump sum after the end of a Plan Year of the participant’s Termination of Employment. The amount of the payout will be calculated based on the value of the participant’s vested benefit as of the January 15^th following the year of such termination, and the actual payment will be made within forty-five (45) days following the January 15^th valuation date. Notwithstanding any payout election a participant may have made under Section 5, if a participant experiences a Termination of Employment with the Company within the last six months of a Plan Year, the participant’s vested account balance shall be paid in a lump sum after the July 1 following the Plan Year of the participant’s Termination of Employment. The amount of the payout will be calculated based on the value of the participant’s vested benefit as of the July 15^th following the year of such termination, and the actual payment will be made within forty-five (45) days following the July 15^th valuation date. The above rules apply to Termination of Employment payout dates commencing on or after January 1, 2007. Prior to that time, Termination of Employment payouts commenced within 60 days after the end of the Plan Year when the participant terminated employment, provided that payments to “specified employees” (within the meaning of Section 409A) were delayed until 6 months after Termination of Employment. “Termination of Employment” shall mean the separation from service with the Company within the meaning of Section 409A, voluntarily or involuntarily, for any reason other than Retirement or death. No deferrals shall be permitted from severance benefits that are paid in lieu of base compensation. For individuals who separate from service with the Company due to a Retirement (i.e., after first attaining age 55), refer to Section 5(c) for the distribution rules that apply to participants who elect retirement as the payment commencement date and Section 5(b) for the rules that apply to participants who elect a date certain payout. (f) Subject to Section 409A, upon a Change in Control, notwithstanding a participant’s payment commencement date with respect to any compensation deferred hereunder or method of payout with respect to any compensation deferred hereunder, all amounts in a participant’s deferred compensation account (including earnings credited thereto) shall be due and payable to the participant in a cash lump sum within 15 days following the Change in Control. For purposes of this Plan, a “Change in Control” shall mean any of the following events: (1) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this Section 8(f), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or Subsidiaries or (D) any acquisition pursuant to a transaction that complies with Sections 8(f)(3)(A), 8(f)(3)(B) and 8(f)(3)(C); (2) Any time at which, during the preceding 12-month period, individuals who, as of the beginning of such 12-month period, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director during such 12-month period whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (3) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) individuals who were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination constitute at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination; or (4) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
9.	Fail-Safe Provision
(a) This Section shall have become operative upon the enactment of any change in applicable statutory law or the promulgation by the Internal Revenue Service of a final regulation or other pronouncement having the force of law, which statutory law, as changed, or final regulation or pronouncement, as promulgated, would cause any participant to include in his or her federal gross income amounts accrued by the participant under the Plan on a date (an "Early Taxation Event") prior to the date on which such amounts are made available to him or her hereunder; provided, however, that no portion of this Section shall become operative to the extent that portion would result in a violation of Section 409A. (b) Notwithstanding any other Section of this Plan to the contrary, as of an Early Taxation Event, the feature or features of this Plan that would cause the Early Taxation Event shall be null and void, to the extent, and only to the extent, required to prevent the participant from being required to include in his or her federal gross income amounts accrued by the participant under the Plan prior to the date on which such amounts are made available to him or her hereunder. By way of example, but not by way of limiting the generality of the foregoing, if a statue is enacted that would require a participant to include in his or her federal gross income amounts accrued by the participant under the Plan prior to the date on which such amounts are made available to him or her because of the participant's right to receive a distribution of a portion of his or her account under Section 8(b) (a withdrawal for an Unforeseeable Financial Emergency), the right of all participants to receive distributions under Section 8(b) shall be null and void as of the effective date of that statute. If only a portion of a participant's account is impacted by the change in the law, then only such portion shall be subject to this Section, with the remainder of the account not so affected being subject to such rights and features as if the law were not changed. If the law only impacts participants who have a certain status with respect to the Company, then only such participants shall be subject to this Section.
10.	Administration
The Plan Administrator shall be the Executive Benefits Committee which shall be comprised of such individuals designated by the Compensation Committee of the Board of Directors. The Plan Administrator and has the authority to control and manage the operation and administration of the Plan. The Plan Administrator has full and sole discretionary authority to interpret the Plan, to establish rules and forms for the Plan and to determine all questions arising in connection with the Plan. The Investment Committee responsible for investments under the Plan shall be the Investment Committee of Bausch & Lomb Incorporated.
11.	Assignability
No right to receive payments under the Plan is transferable or assignable by a participant except by will or by the laws of descent and distribution.
12.	Business Days
In the event any date specified falls on a Saturday, Sunday, or holiday, such date will be deemed to refer to the next business day thereafter.
13.	Amendment
The Plan may at any time or from time to time be amended or modified by the Board of Directors or the Compensation Committee. No such amendment or modification will, without the consent of the participant, adversely affect the participant's accruals in his or her deferred compensation account.
14.	Termination
Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company (through its Board of Directors or the Compensation Committee) reserves the right to terminate the Plan at any time under such circumstances as may be permitted from time to time under Section 409A. Upon a complete or partial termination of the Plan, the deferral elections of the affected participants shall terminate and their Plan account balances, determined as if they had experienced a Termination of Employment on the date of Plan termination, shall, subject to Section 15, be immediately paid to the participants; provided however, if immediate distribution of a Participant's account balance on termination is not permitted by Section 409A, the payment of the account balance shall be made only after Plan benefits otherwise become due hereunder.
15.	Prohibited Acceleration/Distribution Timing
This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan as would require immediate income tax to participants based on the law in effect at the time the distribution is to be made, including Section 409A.
16.	Claims Procedures
(a) Claim Denials. The Plan Administrator shall maintain procedures with respect to the filing of claims for benefits under the Plan. Pursuant to such procedures, any Participant or beneficiary (hereinafter called "claimant") whose claim for benefits under the Plan is denied shall receive written notice of such denial. The notice shall set forth: (i) the specific reasons for the denial of the claim; (ii) a reference to the specific provisions of the Plan on which the denial is based; (iii) any additional material or information necessary to perfect the claim and an explanation why such material or information is necessary; and (iv) a description of the procedures for review of the denial of the claim and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under ERISA following a denial on review. Such notice shall be furnished to the claimant within a reasonable period of time, but no later than 90 days after receipt of the claim by the Plan, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In no event shall such an extension exceed a period of 90 days from the end of the initial 90-day period. If such an extension is required, written notice thereof shall be furnished to the claimant before the end of the initial 90-day period, which shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render a decision. (b) Right to a Review of the Denial. Every claimant whose claim for benefits under the Plan is denied in whole or in part by the Plan Administrator shall have the right to request a review of the denial. Review shall be granted if it is requested in writing by the claimant no later than 60 days after the claimant receives written notice of the denial. The review shall be conducted by the Plan Administrator. (c) Decision of the Plan Administrator on Appeal. The claimant may submit written comments, documents, records and other information relating to the claim, and may review documents, records and other information relevant to the claim under the applicable standards under ERISA. The Plan Administrator's decision shall be rendered within 60 days following receipt of the request for review. If additional processing time is required, the Plan Administrator shall provide the claimant with written notice thereof, which shall indicate the special circumstances requiring the additional time and the date by which the Plan Administrator expects to render a decision. If the Plan Administrator denies the claim on review, it shall provide the claimant with written notice of its decision, which shall set forth (i) the specific reasons for the decision, (ii) reference to the specific provisions of the Plan on which the decision is based, (iii) a statement of the claimant's right to reasonable access to, and copies of, all documents, records and other information relevant to the claim under the applicable standards under ERISA, and (iv) and a statement of the claimant's right to bring a civil action under ERISA. The Plan Administrator's decision shall be final and binding on the claimant, and the claimant's heirs, assigns, administrator, executor, and any other person claiming through the claimant.
		BAUSCH & LOMB INCORPORATED By: /s/ David R. Nachbar Corporate Senior Vice President Human Resources
		Dated: November 7, 2006

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

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

Title of each class	Name of each exchange on which registered
Common Stock, $0.40 par value	New York Stock Exchange

Part I			Page

Item 1.	Business		4

Item 1A.	Risk Factors		9

Item 1B.	Unresolved Staff Comments		22

Item 2.	Properties		22

Item 3.	Legal Proceedings		22

Item 4.	Submission of Matters to a Vote of Security Holders		26

Part II

Item 5.	Market for Bausch & Lomb Incorporated's Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities		28

Item 6.	Selected Financial Data		29

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		29

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		60

Item 8.	Financial Statements and Supplementary Data		60

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		117

Item 9A.	Controls and Procedures		117

Item 9B.	Other Information		122

Part III

Item 10.	Directors and Executive Officers of Bausch & Lomb Incorporated		123

Item 11.	Executive Compensation		130

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		138

Item 13.	Certain Relationships and Related Transactions		140

Item 14.	Principal Accounting Fees and Services		142

Part IV

Item 15.	Exhibits and Financial Statement Schedules		143

Signatures			144
Exhibit Index			149
Exhibits		(Attached to the Report on Form 10-K)

Name and Age	Position

Ronald L. Zarrella (57)	Chairman and Chief Executive Officer since 2001; Executive Vice President and President, General Motors North America, General Motors Corporation (1998-2001).

Gerhard Bauer (50)	Senior Vice President, Global Operations and Engineering since May 2006; Vice President, Global Operations and Engineering for Europe (2001-May 2006).

Alan H. Farnsworth (54)	Senior Vice President and President, Europe, Middle East and Africa Region since 2001; Corporate Vice President, Pharmaceuticals/Europe (2000-2001).

Dwain L. Hahs (54)	Senior Vice President and President Asia Region since May 2006; Senior Vice President, Global Operations and Engineering (2000-2006).

Paul G. Howes (52)¹	Senior Vice President and President, Americas Region (2003-2007); Vice President, Mid-Atlantic Business Group, Merck & Co., Inc. (2000-2003); Vice President Sales and Marketing, Specialty Products, Merck & Co., Inc. (1998-2001).

John M. Loughlin (56)²	Senior Vice President since May 2006; Senior Vice President and President Asia Region (2000-2006).

Stephen C. McCluski (54)	Senior Vice President and Chief Financial Officer since 1995.

David R. Nachbar (44)	Senior Vice President, Human Resources since 2002; Senior Vice President, Human Resources, The St. Paul Companies, Inc. (1998-2002).

Robert B. Stiles (57)	Senior Vice President and General Counsel since 1997.

Praveen Tyle (46)	Senior Vice President, Research & Development and Chief Scientific Officer since 2004; Group Vice President, Pharmaceutical Sciences and Manufacturing, Biovail Corporation (2003-2004); Vice President, Global Head, Global Pharmaceutical Sciences, Pharmacia Corporation (2001-2003); Vice President, Pharmaceutical Sciences - U.S., Pharmacia Corporation (1999-2001).

Evon L. Jones (42)	Corporate Vice President and Chief Information Officer since January 2005; Senior Vice President and Chief Information Officer, The Dial Corporation (2001-2004); Senior Vice President and Chief Information Officer, America West Holdings Corporation (1998-2001).

Barbara M. Kelley (60)	Corporate Vice President, Communications and Investor Relations since 2001.

Jurij Z. Kushner (56)	Corporate Vice President, Controller since 1995.

Brian Levy (55)	Corporate Vice President and Chief Medical Officer since 2004; Vice President, Clinical & Medical Affairs (2000-2004).

Angela J. Panzarella (48)	Corporate Vice President, Global Vision Care since 2001.

Efrain Rivera (50)	Corporate Vice President and Treasurer since 2004; Corporate Vice President and Assistant Treasurer (2003-2004); Leave of Absence (2003); Corporate Vice President and President, Latin America and Canada (2002-2003); President, Bausch & Lomb Latin America and General Manager, Bausch & Lomb Mexico (2001-2002); Vice President and Controller, Vision Care (1998-2001).

Henry C. Tung (47)	Corporate Vice President, Global Surgical since February 2005; Vice President, New Business Development, Boston Scientific Corporation (2000-February 2005).

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance
Options
Equity compensation plans approved by shareholders	5,375,970 ¹	$50.77	6,313,107 ¹

Equity compensation plans not approved by shareholders	448,267 ²	$40.28	- ²

Total Options	5,824,237	$49.96	6,313,107

Restricted Stock Awards
Equity compensation plans approved by shareholders	566,268 ³		-

Equity compensation plans not approved by shareholders	- ²		-

Total Restricted Stock Awards	566,268		-

Period	Total Number of Shares Purchased ¹	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs ^{2, 3}	Maximum Number of Shares that May Yet Be Purchased Under the Programs ^2,3
September 25, 2005 - October 22, 2005	1,040	$78.38	-	2,219,838
October 23, 2005 - November 19, 2005	4,674	$79.86	2,830	2,217,008
November 20, 2005 - December 31, 2005	10,067	$79.10	4,707	2,212,301
Total	15,781	$79.28	7,537	2,212,301

	2005				2004 (Restated)				2003 (Restated)
	Amount		Per Share		Amount		Per Share		Amount		Per Share
Net income	$	19.2	$	0.35	$	153.9	$	2.83	$	106.0	$	1.98
Cumulative effect of change in accounting principle, net of taxes, due to adoption of SFAS No. 143		-		-		-		-		0.9		0.02
Income before cumulative effect of change in accounting principle	$	19.2	$	0.35	$	153.9	$	2.83	$	106.9	$	2.00
Average Shares Outstanding - Diluted (000s)				55,684				54,504				53,519

	Net Sales		Percent Increase Actual Dollars			Percent Increase Constant Currency			Percent of Total Company Net Sales
2005
Non-U.S.	$	1,462.8		7	%		6	%		62	%
U.S. ¹		891.0		3	%		3	%		38	%
Total Company ²	$	2,353.8		5	%		5	%

2004 (Restated)
Non-U.S.	$	1,370.0		14	%		6	%		61	%
U.S. ¹		863.5		6	%		6	%		39	%
Total Company	$	2,233.5		11	%		6	%

2003 (Restated)
Non-U.S.	$	1,204.0		15	%		3	%		60	%
U.S. ¹		814.5		7	%		7	%		40	%
Total Company	$	2,018.5		12	%		5	%

	2005 ¹						2004						2003
	As Reported			Percent of Total Net Sales			Restated			Percent of Total Net Sales			Restated			Percent of Total Net Sales
Net Sales
Americas	$	1,005.3			43	%	$	960.2			43	%	$	903.3			45	%
Europe		859.9			36	%		818.9			37	%		724.4			36	%
Asia		488.6			21	%		454.4			20	%		390.8			19	%
	$	2,353.8					$	2,233.5					$	2,018.5

Operating Income (Costs)
Americas	$	333.0					$	326.1					$	282.6
Europe		250.8						251.2						201.5
Asia		123.6						128.5						106.1
Research & Development		(200.5	)					(180.6	)					(166.1	)
Global Operations & Engineering		(131.7	)					(157.2	)					(123.1	)
Segment Income		375.2						368.0						301.0
Corporate Administration ²		(89.8	)					(88.9	)					(73.5	)
Restructuring reversals ³		-						-						6.3
Other significant charges ⁴		(1.9	)					-						(5.6	)
Operating Income	$	283.5					$	279.1					$	228.2

					2005 vs. 2004								2004 vs. 2003
	2005 ¹		2004 (Restated)		Percent Change Actual Dollars			Percent Change Constant Currency			2003 (Restated)		Percent Change Actual Dollars			Percent Change Constant Currency

Americas	$	1,005.3	$	960.2		5	%		4	%	$	903.3		6	%		6	%
Europe		859.9		818.9		5	%		5	%		724.4		13	%		3	%
Asia		488.6		454.4		8	%		7	%		390.8		16	%		12	%
Total Company	$	2,353.8	$	2,233.5		5	%		5	%	$	2,018.5		11	%		6	%

	2005 vs. 2004 Restated Percent Increase (Decrease)						2004 Restated vs. 2003 Restated Percent Increase
	Actual Dollars			Constant Currency			Actual Dollars			Constant Currency
Contact Lens		15	%		14	%		8	%		7	%
Lens Care ¹		-	%		(1	)%		1	%		1	%
Pharmaceuticals		3	%		3	%		11	%		11	%
Cataract and Vitreoretinal		7	%		6	%		2	%		1	%
Refractive		(4	)%		(6	)%		20	%		20	%
Total Americas		5	%		4	%		6	%		6	%

	Net Sales		Percent Increase (Decrease) Actual Dollars			Percent Increase (Decrease) Constant Currency
2005
Contact Lens	$	728.5		9	%		9	%
Lens Care ¹		522.2		-	%		(1	)%
Pharmaceuticals		584.8		11	%		11	%
Cataract and Vitreoretinal		377.8		6	%		5	%
Refractive		140.5		(8	)%		(9	)%
	$	2,353.8		5	%		5	%

2004 (Restated)
Contact Lens	$	671.0		13	%		7	%
Lens Care		523.3		5	%		2	%
Pharmaceuticals		528.2		12	%		7	%
Cataract and Vitreoretinal		358.2		10	%		5	%
Refractive		152.8		17	%		13	%
	$	2,233.5		11	%		6	%

2003 (Restated)
Contact Lens	$	593.2		14	%		7	%
Lens Care		496.5		8	%		2	%
Pharmaceuticals		471.2		19	%		10	%
Cataract and Vitreoretinal		327.1		8	%		2	%
Refractive		130.5		(1	)%		(7	)%
	$	2,018.5		12	%		5	%

	Total		Less than 1 Year		1-3 years		3-5 years		More than 5 years
Contractual Obligations ¹
Short- and long-term debt	$	992	$	161	$	184	$	423	$	224
Purchase obligations ²		82		49		18		5		10
Minimum operating lease commitments		76		23		28		15		10
Total	$	1,150	$	233	$	230	$	443	$	244

For the Years Ended December 31, 2005, December 25, 2004 and December 27, 2003 Dollar Amounts in Millions - Except Per Share Data	2005			2004 (Restated)			2003 (Restated)
Net Sales	$	2,353.8		$	2,233.5		$	2,018.5

Costs and Expenses
Cost of products sold		983.1			929.2			856.8
Selling, administrative and general		909.7			862.7			789.9
Research and development		177.5			162.5			149.9
Reversal of restructuring charges		-			-			(6.3	)
		2,070.3			1,954.4			1,790.3
Operating Income		283.5			279.1			228.2

Other (Income) Expense
Interest and investment income		(20.1	)		(13.8	)		(15.7	)
Interest expense		52.8			49.6			55.2
Foreign currency, net		4.4			0.6			13.4
		37.1			36.4			52.9
Income before Income Taxes and Minority Interest		246.4			242.7			175.3
Provision for income taxes		221.4			83.8			65.3
Minority interest in subsidiaries		5.8			5.0			3.1
Income before Cumulative Effect of Change in Accounting Principle		19.2			153.9			106.9

Cumulative Effect of Change in Accounting Principle, Net of Taxes		-			-			(0.9	)
Net Income	$	19.2		$	153.9		$	106.0

Basic Earnings (Loss) Per Share:
Before Cumulative Effect of Change in Accounting Principle	$	0.36		$	2.94		$	2.04
Cumulative Effect of Change in Accounting Principle		-			-			(0.02	)
	$	0.36		$	2.94		$	2.02
Average Shares Outstanding - Basic (000s)		53,146			52,433			52,426

Diluted Earnings (Loss) Per Share:
Before Cumulative Effect of Change in Accounting Principle	$	0.35		$	2.83		$	2.00
Cumulative Effect of Change in Accounting Principle		-			-			(0.02	)
	$	0.35		$	2.83		$	1.98
Average Shares Outstanding - Diluted (000s)		55,684			54,504			53,519

December 31, 2005 and December 25, 2004 Dollar Amounts in Millions - Except Per Share Data	2005			2004 (Restated)
Assets
Cash and cash equivalents	$	720.6		$	501.8
Trade receivables, less allowances of $16.2 and $22.1, respectively		491.7			511.4
Inventories, net		219.8			212.1
Other current assets		124.6			108.6
Deferred income taxes		71.2			112.1
Total Current Assets		1,627.9			1,446.0

Property, Plant and Equipment, net		604.4			580.8
Goodwill		799.0			682.2
Other Intangibles, net		273.8			204.3
Other Long-Term Assets		100.3			106.9
Deferred Income Taxes		11.0			25.6
Total Assets	$	3,416.4		$	3,045.8

Liabilities and Shareholders' Equity
Notes payable	$	0.2		$	2.6
Current portion of long-term debt		161.2			100.8
Accounts payable		88.1			94.8
Accrued compensation		126.0			153.3
Accrued liabilities		495.5			453.2
Federal, state and foreign income taxes payable		137.7			109.6
Deferred income taxes		1.5			3.7
Total Current Liabilities		1,010.2			918.0

Long-Term Debt, less current portion		831.2			543.3
Other Long-Term Liabilities		145.9			131.9
Deferred Income Taxes		120.7			75.2
Total Liabilities		2,108.0			1,668.4

Minority Interest		24.5			14.6

Commitments and Contingencies (Note 17)

Common Stock, par value $0.40 per share, 200 million shares authorized 60,427,172 shares issued (60,340,522 shares in 2004)		24.1			24.1
Class B Stock, par value $0.08 per share, 15 million shares authorized, 253,699 shares issued (443,584 shares in 2004)		-			-
Capital in Excess of Par Value		102.4			105.6
Common and Class B Stock in Treasury, at cost, 6,741,731 shares (7,888,001 shares in 2004)		(356.3	)		(409.2	)
Retained Earnings		1,471.6			1,480.4
Accumulated Other Comprehensive Income		50.9			167.8
Other Shareholders' Equity		(8.8	)		(5.9	)
Total Shareholders' Equity		1,283.9			1,362.8
Total Liabilities and Shareholders' Equity	$	3,416.4		$	3,045.8

For the Years Ended December 31, 2005, December 25, 2004 (Restated) and December 27, 2003 (Restated) Dollar Amounts in Millions
	Total			Common and Class B Stock ^{1, 2}		Capital in Excess of Par			Treasury Stock			Retained Earnings			Accumulated Other Compre-hensive (Loss) Income			Other Shareholders' Equity
Balance at December 28, 2002 (As reported)	$	1,017.8		$	24.1	$	102.2		$	(359.8	)	$	1,298.9		$	(38.5	)	$	(9.1	)
Impact of Restatement		(12.5	)		-		4.0			(8.3	)		(23.3	)		15.1			-
Balance at December 28, 2002 (Restated)	$	1,005.3		$	24.1	$	106.2		$	(368.1	)	$	1,275.6		$	(23.4	)	$	(9.1	)
Components of comprehensive income
Net income		106.0			-		-			-			106.0			-			-
Currency translation adjustments		123.5			-		-			-			-			123.5			-
Net loss on cash flow hedges		(0.2	)		-		-			-			-			(0.2	)		-
Reclassification adjustment into net income for net loss on cash flow hedges		3.2			-		-			-			-			3.2			-
Minimum additional pension liability		4.4			-		-			-			-			4.4			-
Total comprehensive income ³		236.9
Net change in shares under employee plans (106,426 shares) ⁴		(0.6	)		-		3.2			-			-			-			(3.8	)
Treasury shares issued under employee plans (460,056 shares)		15.6			-		-			15.6			-			-			-
Treasury shares repurchased (1,758,796 shares)		(72.0	)		-		-			(72.0	)		-			-			-
Activity related to deferred stock awards held by the rabbi trust under a deferred compensation program ⁵		(1.7	)		-		-			(1.7	)		-			-			-
Amortization of unearned compensation		4.8			-		-			-			-			-			4.8
Dividends ⁶		(27.5	)		-		-			-			(27.5	)		-			-
Balance at December 27, 2003 (Restated)	$	1,160.8		$	24.1	$	109.4		$	(426.2	)	$	1,354.1		$	107.5		$	(8.1	)
Components of comprehensive income
Net income		153.9			-		-			-			153.9			-			-
Currency translation adjustments		63.7			-		-			-			-			63.7			-
Reclassification adjustment into net income for net loss on cash flow hedges		1.9			-		-			-			-			1.9			-
Minimum additional pension liability		(5.3	)		-		-			-			-			(5.3	)		-
Total comprehensive income ³		214.2
Net change in shares under employee plans (45,300 shares) ⁴		(6.3	)		-		(4.1	)		-			-			-			(2.2	)
Treasury shares issued under employee plans (1,986,353 shares)		97.6			-		-			97.6			-			-			-
Treasury shares repurchased (1,293,625 shares)		(79.2	)		-		-			(79.2	)		-			-			-
Activity related to deferred stock awards held by the rabbi trust under a deferred compensation program ⁵		(1.1	)		-		0.3			(1.4	)		-			-			-
Amortization of unearned compensation		4.4			-		-			-			-			-			4.4
Dividends ⁶		(27.6	)		-		-			-			(27.6	)		-			-
Balance at December 25, 2004 (Restated)	$	1,362.8		$	24.1	$	105.6		$	(409.2	)	$	1,480.4		$	167.8		$	(5.9	)
Components of comprehensive income
Net income		19.2			-		-			-			19.2			-			-
Currency translation adjustments		(100.2	)		-		-			-			-			(100.2	)		-
Reclassification adjustment into net income for net loss on cash flow hedges		3.3			-		-			-			-			3.3			-
Minimum additional pension liability		(20.0	)		-		-			-			-			(20.0	)		-
Total comprehensive income ⁷		(97.7	)
Net change in shares under employee plans (89,750 shares)		(10.1	)		-		(3.8	)		-			-			-			(6.3	)
Treasury shares issued under employee plans (1,790,096 shares)		100.9			-		-			100.9			-			-			-
Treasury shares repurchased (600,464 shares)		(44.9	)		-		-			(44.9	)		-			-			-
Activity related to deferred stock awards held by the rabbi trust under a deferred compensation program		(2.5	)		-		0.6			(3.1	)		-			-			-
Amortization of unearned compensation		3.4			-		-			-			-			-			3.4
Dividends ⁶		(28.0	)		-		-			-			(28.0	)		-			-
Balance at December 31, 2005	$	1,283.9		$	24.1	$	102.4		$	(356.3	)	$	1,471.6		$	50.9⁸		$	(8.8	)

	For the Year Ended December 25, 2004
	As Previously Reported			Brazil Matters			Asia and Other Revenue Recognition Matters			Tax Matters			Deferred Compensation Plan			Other Items			Restated
Net Sales	$	2,232.3		$	-		$	(2.6	)	$	-		$	-		$	3.8		$	2,233.5
Costs and Expenses
Cost of products sold		934.9			-			(1.0	)		-			-			(4.7	)		929.2
Selling, administrative and general		855.3			1.3			-			-			3.1			3.0			862.7
Research and development		162.5			-			-			-			-			-			162.5
		1,952.7			1.3			(1.0	)		-			3.1			(1.7	)		1,954.4
Operating Income		279.6			(1.3	)		(1.6	)		-			(3.1	)		5.5			279.1
Other (Income) Expense
Interest and investment income		(13.8	)		-			-			-			-			-			(13.8	)
Interest expense		48.4			1.0			-			-			-			0.2			49.6
Foreign currency, net		(1.8	)		0.3			-			-			-			2.1			0.6
		32.8			1.3			-			-			-			2.3			36.4
Income before Income Taxes and Minority Interest		246.8			(2.5	)		(1.6	)		-			(3.1	)		3.1			242.7
Provision for income taxes		82.7			(0.7	)		(0.8	)		2.1			(1.2	)		1.7			83.8
Minority interest in subsidiaries		4.5			-			0.5			-			-			-			5.0
Net Income	$	159.6		$	(1.8	)	$	(1.3	)	$	(2.1	)	$	(1.9	)	$	1.4		$	153.9
Basic Earnings Per Share	$	3.03		$	(0.03	)	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	0.03		$	2.94
Diluted Earnings Per Share	$	2.93		$	(0.03	)	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	0.03		$	2.83

	For the Year Ended December 27, 2003
	As Previously Reported			Brazil Matters			Asia and Other Revenue Recognition Matters			Tax Matters			Deferred Compensation Plan			Other Items			Restated
Net Sales	$	2,019.5		$	-		$	(5.4	)	$	-		$	-		$	4.4		$	2,018.5
Costs and Expenses
Cost of products sold		858.0			-			(1.9	)		-			-			0.7			856.8
Selling, administrative and general		782.3			7.4			(0.3	)		-			3.7			(3.3	)		789.9
Research and development		149.9			-			-			-			-			-			149.9
Restructuring (reversal) charges and asset write-offs		(6.3	)		-			-			-			-			-			(6.3	)
		1,783.9			7.4			(2.2	)		-			3.7			(2.6	)		1,790.3
Operating Income		235.6			(7.4	)		(3.3	)		-			(3.7	)		7.1			228.2
Other (Income) Expense
Interest and investment income		(15.7	)		-			-			-			-			-			(15.7	)
Interest expense		54.2			1.0			-			-			-			-			55.2
Foreign currency, net		0.1			-			-			-			-			13.3			13.4
		38.6			1.0			-			-			-			13.3			52.9
Income before Income Taxes and Minority Interest		197.0			(8.4	)		(3.3	)		-			(3.7	)		(6.2	)		175.3
Provision for income taxes		67.0			(0.9	)		(0.8	)		(0.7	)		(1.5	)		2.2			65.3
Minority interest in subsidiaries		3.6			-			(0.5	)		-			-			-			3.1
Income before Cumulative Effect of Change in Accounting Principle		126.4			(7.5	)		(2.1	)		0.7			(2.3	)		(8.4	)		106.9
Cumulative Effect of Change in Accounting Principle, Net of Taxes		(0.9	)		-			-			-			-			-			(0.9	)
Net Income	$	125.5		$	(7.5	)	$	(2.1	)	$	0.7		$	(2.3	)	$	(8.4	)	$	106.0
Basic Earnings Per Share	$	2.37		$	(0.14	)	$	(0.04	)	$	0.01		$	(0.04	)	$	(0.16	)	$	2.02
Diluted Earnings Per Share	$	2.34		$	(0.14	)	$	(0.04	)	$	0.01		$	(0.04	)	$	(0.16	)	$	1.98

	December 25, 2004
	As Previously Reported			Effect of Restatement			Restated
Assets
Cash and cash equivalents	$	501.8		$	-		$	501.8
Trade receivables, less allowances of $22.1		511.4			-			511.4
Inventories, net		204.4			7.7			212.1
Other current assets		95.7			12.9			108.6
Deferred income taxes		67.2			44.9			112.1
Total Current Assets		1,380.5			65.5			1,446.0

Property, Plant and Equipment, net		580.9			(0.1	)		580.8
Goodwill		736.3			(54.1	)		682.2
Other Intangibles, net		204.3			-			204.3
Other Long-Term Assets		108.7			(1.8	)		106.9
Deferred Income Taxes		11.4			14.2			25.6
Total Assets	$	3,022.1		$	23.7		$	3,045.8

Liabilities and Shareholders' Equity
Notes payable	$	-		$	2.6		$	2.6
Current portion of long-term debt		100.8			-			100.8
Accounts payable		93.6			1.2			94.8
Accrued compensation		149.1			4.2			153.3
Accrued liabilities		390.8			62.4			453.2
Federal, state and foreign income taxes payable		97.8			11.8			109.6
Deferred income taxes		0.4			3.3			3.7
Total Current Liabilities		832.5			85.5			918.0

Long-Term Debt, less current portion		543.3			-			543.3
Other Long-Term Liabilities		130.3			1.6			131.9
Deferred Income Taxes		73.6			1.6			75.2
Total Liabilities		1,579.7			88.7			1,668.4

Minority Interest		15.5			(0.9	)		14.6

Commitments and Contingencies (Note 17)

Common Stock		24.1			-			24.1
Class B Stock		-			-			-
Capital in Excess of Par Value		103.8			1.8			105.6
Common and Class B Stock in Treasury, at cost		(397.8	)		(11.4	)		(409.2	)
Retained Earnings		1,528.9			(48.5	)		1,480.4
Accumulated Other Comprehensive Income		173.8			(6.0	)		167.8
Other Shareholders' Equity		(5.9	)		-			(5.9	)
Total Shareholders' Equity		1,426.9			(64.1	)		1,362.8
Total Liabilities and Shareholders' Equity	$	3,022.1		$	23.7		$	3,045.8

Current Assets (includes $6.4 of cash acquired) ¹	$	26.4
Property, Plant & Equipment		23.8
Other Long-Term Assets		0.9
Intangible Assets Subject to Amortization ²
Distributor Relationships		57.9
Tradenames		23.7
Technology		7.1
Non-Compete Agreements		1.8
Goodwill		160.5
Total Assets Acquired		302.1

Current Liabilities		20.2
Long-Term Liabilities		14.0
Minority Interest		7.8
Total Liabilities Assumed		42.0

Net Assets Acquired	$	260.1

	Net Sales		Operating Income			Depreciation and Amortization		Capital Expenditures		Assets¹
2005
Americas	$	1,005.3	$	333.0		$	8.3	$	3.5	$	327.9
Europe		859.9		250.8			10.4		3.9		359.9
Asia		488.6		123.6			7.6		4.8		297.8
Research & Development		-		(200.5	)		5.3		24.9		54.7
Global Operations & Engineering		-		(131.7	)		73.3		70.8		1,344.8
		2,353.8		375.2			104.9		107.9		2,385.1
Corporate administration		-		(89.8	)		20.9		8.1		1,031.3
Other significant charges ²		-		(1.9	)		-		-		-
	$	2,353.8	$	283.5		$	125.8	$	116.0	$	3,416.4

2004 (Restated)
Americas	$	960.2	$	326.1		$	8.7	$	3.5	$	313.7
Europe		818.9		251.2			16.5		2.8		401.9
Asia		454.4		128.5			5.9		3.7		224.1
Research & Development		-		(180.6	)		5.4		12.5		50.8
Global Operations & Engineering		-		(157.2	)		69.3		69.4		1,167.5
		2,233.5		368.0			105.8		91.9		2,158.0
Corporate administration		-		(88.9	)		18.5		27.0		887.8
	$	2,233.5	$	279.1		$	124.3	$	118.9	$	3,045.8

2003 (Restated)
Americas	$	903.3	$	282.6		$	13.0	$	5.0
Europe		724.4		201.5			16.2		4.2
Asia		390.8		106.1			6.9		3.3
Research & Development		-		(166.1	)		6.0		8.1
Global Operations & Engineering		-		(123.1	)		73.6		42.7
		2,018.5		301.0			115.7		63.3
Corporate administration		-		(73.5	)		8.7		28.2
Restructuring reversal		-		6.3			-		-
Other significant charges ²		-		(5.6	)		-		-
	$	2,018.5	$	228.2		$	124.4	$	91.5

	Non-U.S.		U.S.		Consolidated
2005
Sales to unaffiliated customers	$	1,462.8	$	891.0	$	2,353.8
Long-lived assets		275.5		328.9		604.4

2004 (Restated)
Sales to unaffiliated customers	$	1,370.0	$	863.5	$	2,233.5
Long-lived assets		259.0		321.8		580.8

2003 (Restated)
Sales to unaffiliated customers	$	1,204.0	$	814.5	$	2,018.5
Long-lived assets		234.7		310.0		544.7

	December 31, 2005			December 25, 2004 (Restated)
Net Investment in Sales-Type Leases
Total minimum lease payments to be received ¹	$	30.6		$	36.0
Less amounts due from service agreements included in total minimum lease payments		(2.5	)		(2.8	)
Less allowance for doubtful accounts ¹		(0.4	)		(0.6	)
Net minimum lease payments receivables		27.7			32.6
Less unearned income ²		(2.1	)		(2.5	)
Net investment in sales-type leases	$	25.6		$	30.1

	December 31, 2005			December 25, 2004
Net Investment in Operating Leases
Equipment on operating lease	$	14.4		$	16.5
Less accumulated depreciation		(7.6	)		(6.9	)
Equipment on operating lease, net	$	6.8		$	9.6

	December 31, 2005				December 25, 2004
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Tradenames	$	117.7	$	44.3	$	97.1	$	36.7
Technology and patents		96.1		74.5		86.4		68.9
Developed technology		77.6		20.7		83.6		18.1
Distributor relationships		57.9		0.9		-		-
Intellectual property		38.2		10.6		25.9		7.0
License agreements		36.2		18.4		39.8		18.5
Physician information & customer database		21.8		3.9		24.3		3.6
Non-Compete agreements		1.8		0.2		-		-
	$	447.3	$	173.5	$	357.1	$	152.8

Fiscal Year Ending	Amount
December 30, 2006	$	29.3
December 29, 2007		28.4
December 27, 2008		25.5
December 26, 2009		22.0
December 25, 2010		20.6

	Deferred Taxes December 31, 2005					Deferred Taxes December 25, 2004 (Restated)
	Assets			Liabilities		Assets			Liabilities
Current:
Sales and allowance accruals	$	45.1		$	-	$	40.1		$	-
Employee benefits and compensation		41.9			-		37.8			-
Inventories		12.5			-		10.9			-
Unrealized foreign exchange transactions		-			1.6		9.7			0.2
Other accruals		24.0			-		26.4			-
Valuation allowance		(52.2	)		-		(16.3	)		-
	$	71.3		$	1.6	$	108.6		$	0.2
Non-current:
Depreciation and amortization	$	152.5		$	82.7	$	133.8		$	74.1
Tax loss and credit carryforwards		76.3			-		95.9			-
Employee benefits and compensation		51.1			-		47.7			-
Other accruals		3.8			16.7		1.7			51.5
Valuation allowance		(136.9	)		-		(44.4	)		-
Intercompany investments		-			157.1		-			158.7
		146.8			256.5		234.7			284.3
	$	218.1		$	258.1	$	343.3		$	284.5

			December 31, 2005					December 25, 2004
Type	Maturity		Effective Interest Rate¹		Amount Outstanding			Effective Interest Rate¹		Amount Outstanding
Notes ²		2005		-	$	-			6.29%	$	100.0
Notes ^{3, 4}		2007		8.63%		150.0			8.63%		150.0
Notes ^{3, 5}		2008		7.87%*		50.0			6.09%*		50.0
Debentures ³		2028		7.19%		183.9			7.19%		183.9
Convertible Notes ⁶		2023		5.90%*		4.1			2.41%*		4.1
Convertible Securities ⁶		2023		6.14%*		155.9			2.41%*		155.9
Bank Term Loan		2010		0.50%*		48.1			-		-
Bank Term Loan		2010		5.10%*		375.0			-		-
Other⁷		Various		Various		25.4			Various		0.2
						992.4					644.1
Less current portion⁷						(161.2	)				(100.8	)
					$	831.2				$	543.3

	December 31, 2005						December 25, 2004
	Carrying Value			Fair Value			Carrying Value			Fair Value
Non-derivatives
Other investments	$	5.9		$	5.9		$	5.5		$	5.5
Long-term debt, including current portion		(992.4	)		(1,065.7	)		(644.1	)		(718.2	)

Derivatives held for purposes other than trading
Foreign exchange instruments
Other current assets	$	2.4		$	2.4		$	8.1		$	8.1
Accrued liabilities		(4.2	)		(4.2	)		(6.5	)		(6.5	)
Net foreign exchange instruments	$	(1.8	)	$	(1.8	)	$	1.6		$	1.6

Interest rate instruments
Accrued liabilities	$	(1.6	)	$	(1.6	)	$	(0.1	)	$	(0.1	)

	Pension Benefit Plans									Postretirement Benefit Plan
	2005			2004 ² (Restated)			2003 ² (Restated)			2005			2004			2003
Service cost ¹	$	8.2		$	15.8		$	13.7		$	1.3		$	1.6		$	1.4
Interest cost		19.9			19.4			18.4			5.4			4.9			5.9
Expected return on plan assets		(22.0	)		(20.3	)		(16.6	)		(3.4	)		(3.1	)		(2.6	)
Amortization of transition obligation		0.1			0.1			0.2			-			-			-
Amortization of prior-service cost		-			0.5			2.2			(0.3	)		(0.1	)		(0.1	)
Amortization of net loss		8.6			6.6			7.5			0.9			-			0.3
Curtailment loss (gain)		-			1.1			0.4			-			(0.7	)		-
Settlement (gain) loss		(6.6	)		-			0.3			-			-			-

Net periodic benefit cost	$	8.2		$	23.2		$	26.1		$	3.9		$	2.6		$	4.9

Change in Plan Assets
Fair value of plan assets at beginning of year	$	281.7		$	239.0		$	43.6		$	37.0
Actual gain on plan assets		24.9			31.1			1.2			6.8
Employer contributions		19.2			25.6			7.4			8.3
Participant contributions		1.8			1.6			1.2			1.5
Benefit payments		(19.4	)		(20.4	)		(9.1	)		(10.0	)
Settlement payments		(0.5	)		-			-			-
Currency translation adjustments		(8.4	)		4.8			-			-
Fair value of plan assets at end of year	$	299.3		$	281.7		$	44.3		$	43.6

Funded Status at end of year	$	(114.6	)	$	(106.1	)	$	(53.0	)	$	(35.1	)
Unrecognized transition obligation		0.2			0.4			-			-
Unrecognized prior-service cost (benefit)		-			0.1			(1.2	)		(1.5	)
Unrecognized actuarial loss		111.6			89.1			22.1			1.0
Net amount recognized at end of year	$	(2.8	)	$	(16.5	)	$	(32.1	)	$	(35.6	)

Amounts recognized in the Balance Sheets consist of:
Prepaid benefit cost	$	1.8		$	-		$	-		$	-
Accrued benefit liability		(91.1	)		(86.9	)		(32.1	)		(35.6	)
Intangible asset		-			0.6			-			-
Accumulated other comprehensive loss³		86.5			69.8			-			-
Net amount recognized at end of year	$	(2.8	)	$	(16.5	)	$	(32.1	)	$	(35.6	)

	1% Increase		1% Decrease
Effect on total service and interest cost components of net periodic postretirement health care benefit cost	$	0.7	$	(0.6	)

Effect on the health care component of the accumulated postretirement benefit obligation		8.6		(7.3	)