EXHIBIT (10)-w

As restated by the Committee on Management
Board of Directors on July 31, 1996
Amended on January 1, 2000
Amended as of April 28, 2003
Amended on December 1, 2003

DIRECTOR DEFERRED COMPENSATION PLAN

|1,  | Introduction                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Director Deferred Compensation Plan (the "Plan") provides the opportunity for Directors of Bausch & Lomb Incorporated (the "Company") to defer all or part of their cash and certain non-cash compensation for serving on the Company's Board of Directors or Committees of the Board of Directors pursuant to the terms of this Plan.  This Plan is a restatement of the Company's Deferred Compensation Plan dated February 25, 1992, as amended (the "1992 Plan").
|2.  | Effective Date                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The effective date of the Plan is January 1, 1997 (the "Effective Date").  It covers eligible compensation earned after the Effective Date as well as all monies previously deferred under the 1992 Plan.                                                                                                                                                                                                                                                                
|3.  | Eligibility                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Any director of the company who is not an officer or employee of the Company is eligible to participate in the Plan with respect to the cash and certain non-cash compensation otherwise payable to him or her for serving on the Company's Board of Directors or Committees of the Board of Directors.                                                                                                                                                                  
|4.  | Amount of Deferral                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A director may elect to defer receipt of the compensation described in Section 3 hereof; provided that a minimum amount of $5,000 per year must be deferred.                                                                                                                                                                                                                                                                                                             
|5.  | Time of Election of Deferral                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A director's election to defer cash compensation must be made before the compensation is earned, which means that the election for any year of service commencing with the meeting of the Board of Directors immediately following the Annual Meeting of the Company's Shareholders must be made prior to that meeting.  In addition, deferred stock equivalent awards will be deferred automatically pursuant to the terms of the award itself.                         
|6.  | Deferral Election                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.  | Deferred Compensation Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.  | Payment of Deferred Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.  | Fail-Safe Provision Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Treasurer of the Company, as the designee of the Compensation Committee of the Board of Directors, shall be the Plan Administrator and has the authority to control and manage the operation and administration of the Plan.  The Investment Committee 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 director 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, modified, or terminated by the Board of Directors or the Compensation Committee of the Board of Directors of the Company.  No such amendment, modification, or termination will, without the consent of the director, adversely affect the director's accruals in his or her deferred compensation account                                                                                                     





|BAUSCH & LOMB INCORPORATED                                                                                               
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|                                                                                                                         
|By:/s/ David R. Nachbar
           David R. Nachbar
           Corporate Senior Vice President
           Human Resources
|                                                                                                                         
|                                                                                                                         
|Dated:   31st of December, 2003