Exhibit
        (10)-pp
 
 **LONG
        TERM PERFORMANCE UNIT AGREEMENT PURSUANT TO**
 **2003
        LONG-TERM INCENTIVE PLAN**
 
 LONG
        TERM
        PERFORMANCE UNIT AGREEMENT, by Bausch & Lomb Incorporated, a New York
        corporation (referred to hereinafter as the "Company"), dated as of February
        24,
        2004 in favor of the individual employee of the Company or one of its
        subsidiaries (referred to hereinafter as the "Recipient") whose name appears
        in
        the Schedule of Awards included as Attachment I hereto (the “Schedule of
        Awards”).
 
 Under
        the
        2003 Long-Term Incentive Plan of the Company (referred to hereinafter as
        the
        "2003 LTI Plan"), approved by the shareholders of the Company on April 29,
        2003,
        the Compensation Committee (the "Committee") of the Board of Directors of
        the
        Company has authorized the execution and delivery of this Agreement. Capitalized
        terms not defined in this Agreement shall have the meanings given to them
        in the
        2003 LTI Plan, and the Schedule of Awards.
 
 This
        Agreement provides for the award of Performance Units under Section 9 of
        the
        2003 LTI Plan based on achievement, over the Performance Period, of Company
        performance criteria set forth in the Schedule of Awards included as Attachment
        I hereto, which may include sales growth, return on net assets, earnings
        or
        other Company performance measures.
 
 NOW,
        THEREFORE, in consideration of the mutual covenants hereinafter set forth
        and
        for other good and valuable consideration, the parties hereto agree as
        follows:
 
 1.  Award
        of Long Term Performance Unit .
        Subject
        to all the terms and conditions of the 2003 LTI Plan and this Agreement,
        the
        Company hereby grants to Recipient the Long Term Performance Unit of the
        Company
        with the Target Award Value identified on the Schedule of Awards included
        as
        Attachment I hereto.
 
 Recipient
        acknowledges that Long Term Performance Units issued by the Company hereunder
        are an award and are neither options nor sales to Recipient.
 
 2.  Distribution
        of Performance Award .
 
 (a)  Calculation
        of Performance Award. All or a
        portion of the Performance Units hereunder shall vest and be paid as a
        Performance Award to the Recipient, in accordance with and subject to this
        Agreement, to the extent the Company’s performance over the two-year performance
        period meets or exceeds the Performance Criteria set forth on Attachment
        I.
        Company performance during the Performance Period shall be applied to the
        Award
        calculation matrix approved at the time of grant by the Committee. Actual
        Performance Awards will range from 0-200% of Target Award Value. Determination
        and approval of Performance Awards shall be in the sole discretion of the
        Committee, except for the limited circumstances set forth in Section
        2(f).
 
 (b)  Payment
        of Performance Awards .
 
 (i)  Form
        of Payment .
        Performance Awards may be paid in cash, common stock of the Company, or deferred
        common stock units of the Company. Where payment is in common stock or deferred
        common stock units of the Company, the number of shares or deferred stock
        equivalent units of the Company that are paid to the Recipient or credited
        to
        the Recipient’s deferral account shall be based on the average of the high and
        low market prices for the Company’s Common Stock on the New York Stock Exchange
        on the date which immediately precedes the payment date. A Performance Award
        payable in cash may also be deferred into any investment choice under the
        Company’s Executive Deferral Compensation Plan.
  A
        Recipient may
        select payment of all or any portion of an Award in cash only if (1) the
        Recipient has at the time of payment satisfied stock ownership guidelines
        of the
        Company then in effect and (2) the Recipient has provided at least ten (10)
        days
        advance written notice to the Company’s Senior Vice President - Human Resources
        of the election to accept payment in cash. Deferrals of cash or stock awards
        must be under a valid election pursuant to the Company’s Executive Deferred
        Compensation Plan.
  
 
 (ii)  Time
        of Payment .
        Awards
        shall be paid in two equal installments, with the first payment after Committee
        approval of actual performance and Award following the Period End Date
        (generally, within 60 days after Period End Date) (the “First Payout Date”), and
        the second being (“Second Payout Date”) within thirty (30) days after the one
        year anniversary of the end of the Performance Period.
 
 (c)  General
        Conditions to Payment of Awards .
        Except
        for the specific exceptions contained in Section 2(f) hereof, the Recipient
        must
        be an active, full-time employee of the Company on each of the First Payout
        Date
        and the Second Payout Date as a condition precedent to payment of the portion
        of
        the Award payable on such date.
 
 (d)  Partial
        Performance Criteria Award .
        If
        actual company performance over the Performance Period is  less  than the
        Performance Criteria for that Performance Period, the Award payment shall
        be
        reduced to a percentage of the total Award which is based on application
        of the
        pre-approved performance matrix identified in the foregoing subparagraph
        2(a).
 
 (e)  Awards
        in Excess of the Target Award .
        If
        actual company performance for the Performance Period exceeds the
        Performance Criteria, the Committee shall, at the time it determines such
        actual
        company performance, make an Award in excess of the Target Award in an amount
        which is based on application of the pre-approved performance matrix identified
        in the foregoing subparagraph 2(a).
 
 (f)  Waiver
        of Payout Conditions Upon Certain Events .
        The
        payout calculation and timing requirements of this Section 2 shall be waived
        automatically and all Awards hereunder shall be paid in cash pro rata based
        on
        actual performance immediately (i) upon a Change in Control (as defined below),
        or (ii) upon termination of Recipient’s employment due to death or disability
        (as defined in Section 105(d)(4) of the internal Revenue Code of 1986, as
        amended). Actual performance shall be determined in good faith by the Committee
        and shall be based on the most recently reported results of the Company.
        If, as
        a result of a Change in Control, the Committee ceases to exist, changes,
        or
        fails to make such a determination, such a determination shall be based on
        the
        most recently reported results of the Company.
 
 For
        purposes of this Agreement "Change in Control" shall mean:
 
 (i)  the
        acquisition by any individual, entity or group (within the meaning of Section
        13(d) (3) or 14(d) (2) of the Exchange Act) (a "Person") of beneficial ownership
        (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
        20% or
        more of either (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 the following acquisitions shall not constitute a
        Change
        of Control: (x) any acquisition directly from the Company (excluding an
        acquisition by virtue of the exercise of a conversion privilege unless the
        security being so converted was itself acquired directly from the Company),
        (y)
        any acquisition by the Company, (iii) any acquisition by any Recipient benefit
        plan (or related trust) sponsored or maintained by the Company or any
        corporation controlled by the Company, or (z) any acquisition by any corporation
        pursuant to a reorganization, merger or consolidation, if, following such
        reorganization, merger or consolidation, the conditions described in clauses
        (A),  (B)
        and
        (C) of paragraph iii below are satisfied; or
 
  
  (ii)  Individuals
        who, as of April 28, 2003, constitute the Board of Directors of the Company
        (the
        "Board" and the "Incumbent Board") cease for any reason to constitute at
        least a
        majority of the Board; provided, however, that any individual becoming a
        director subsequent to April 28, 2003 whose election, or nomination for election
        by the Company's shareholders, was approved by a vote of at least a majority
        of
        the directors then comprising the Incumbent Board shall be considered as
        though
        such individual were a member of the Incumbent Board, but excluding, for
        this
        purpose, any such individual whose initial assumption of office occurs as
        a
        result of either an actual or threatened election contest (as such terms
        are
        used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
        or
        other actual or threatened solicitation of proxies or consents by or on behalf
        of a Person other than the Board; or
 
 (iii)  Approval
        by the shareholders of the Company of a reorganization, merger binding share
        exchange or consolidation, in each case, unless, following such reorganization,
        merger, binding share exchange or consolidation, (A) (more than 60% of,
        respectively, the then outstanding shares of common stock of the corporation
        or
        other entity resulting from such reorganization, merger, binding share exchange
        or consolidation and the combined voting power of the then outstanding voting
        securities of such corporation or other entity entitled to vote generally
        in the
        election of directors is then beneficially owned, directly or indirectly,
        by all
        or substantially all of the individuals and entities who were the beneficial
        owners, respectively, of the Outstanding Company Common Stock and Outstanding
        Company Voting Securities immediately prior to such reorganization, merger,
        binding share exchange or consolidation, of the Outstanding Company Common
        Stock
        and Outstanding Company Voting Securities, as the case may be, (B) no Person
        (excluding the Company, any Recipient benefit plan (or related trust) of
        the
        Company or such corporation resulting from such reorganization, merger, binding
        share exchange or consolidation and any Person beneficially owning, immediately
        prior to such reorganization, merger, binding share exchange or consolidation,
        directly or indirectly, 20% or more of the Outstanding Company Common Stock
        or
        Outstanding Company Voting Securities, as the case may be) beneficially owns,
        directly or indirectly, 20% or more of, respectively, the then outstanding
        shares of common stock of the corporation or other entity resulting from
        such
        reorganization,  merger,
        binding share exchange or consolidation or the combined voting power of the
        then
        outstanding voting securities of such corporation or other entity entitled
        to
        vote generally in the election of directors, and (C) at least a majority
        of the
        members of the board of directors of the corporation or other entity resulting
        from such reorganization, merger, binding share exchange or consolidation
        were
        members of the Incumbent Board at the time of the execution of the initial
        agreement providing for such reorganization, merger, binding share exchange
        or
        consolidation; or
 
 (iv)  Approval
        by the shareholders of the Company of (A) a complete liquidation or dissolution
        of the Company or (B) the sale or other disposition of all or substantially
        all
        of the assets of the Company, other than to a corporation or other entity,
        with
        respect to which following such sale or other disposition, (1) more than
        60% of,
        respectively, the then outstanding shares of common stock of such corporation
        or
        other entity and the combined voting power of the then outstanding voting
        securities of such corporation or other entity entitled to vote generally
        in the
        election of directors is then beneficially owned, directly or indirectly,
        by all
        or substantially all of the individuals and entities who are the beneficial
        owners, respectively, of the Outstanding Company Common Stock and Outstanding
        Company Voting Securities immediately prior to such sale or other disposition
        in
        substantially the same proportion as their ownership, immediately prior to
        such
        sale or other disposition, of the Outstanding Company Common Stock and
        Outstanding Company Voting Securities, as the case may be, (2) no Person
        (excluding the Company and any Recipient benefit plan (or related trust)
        of the
        Company or such corporation or other entity and any Person beneficially owning,
        immediately prior to such sale or other disposition, directly or indirectly,
        20%
        or more of the Outstanding Company Common Stock or Outstanding Company Voting
        Securities, as the case may be) beneficially owns, directly or indirectly,
        20%
        or more at respectively, the then outstanding shares of common stock of such
        corporation or other entity and the combined voting power of the then
        outstanding voting securities of such corporation or other entity entitled
        to
        vote generally in the election of directors, and (3) at least a majority
        of the
        members of the board of directors of such corporation or other entity were
        members of the Incumbent Board at the time of the execution of the initial
        agreement or action of the Board providing for such sale or other disposition
        of
        assets of the company.
 
 (g)  Maximum
        Award .
        In no
        event shall the value of an actual Award paid hereunder exceed 200% of the
        Target Award Value set forth on the Schedule of Awards.
 
 3.  General
        Restriction .
        This
        award shall be subject to the requirement that if at any time the Board of
        Directors shall determine, in its discretion, that the listing, registration
        or
        qualification of the shares subject to such award upon any securities exchange
        or under any state or federal law, or the consent or approval of any government
        regulatory body, is necessary or desirable as to a condition at or in connection
        with, the granting of such award or the issue or vesting of shares thereunder,
        such award may not be effective in whole or in part unless such listing,
        registration, qualification, consent or approval shall have been effected
        or
        obtained free of any conditions not acceptable to the Board of
        Directors.
 
 4.  Non-Transferability
        of Award .
        The
        award granted under this Agreement shall not be transferable by the Recipient
        except as may be set forth in the Plan.
 
 5.  Withholding
        Upon Award .
        Recipient also may elect to have a portion of the payment issuable to him
        or her
        withheld by the Company in order to satisfy applicable federal, state and
        local
        withholding tax requirements.
 
 6.  No
        Right to Employment
 
 (a)  Benefits
        and rights provided under the Plan are wholly discretionary and, although
        provided by the Company, do not constitute regular and periodic payments.
        The
        benefits and rights provided under the Plan are not to be considered part
        of the
        Recipient’s salary or compensation under Recipient’s employment for purposes of
        calculating any severance, resignation, redundancy or other end of service
        payments, vacation, bonuses, long-term service awards, indemnification, pension
        or retirement benefits, or any other payments, benefits or rights of any
        kind.
 
 (b)  The
        Award
        issued hereunder, and any future Awards under the Plan are entirely voluntary,
        and at the complete discretion of the Company. Neither the Award nor any
        future
        Award by the Company shall be deemed to create any obligation to any further
        Awards, whether or not such a reservation is explicitly stated at the time
        of
        such a grant. The Company has the right, at any time and/or on an annual
        basis,
        to amend, suspend or terminate the Plan; provided, however, that no such
        amendment, suspension, or termination shall adversely affect the Recipient’s
        rights hereunder.
 
 (c)  The
        Plan
        shall not be deemed to constitute, and shall not be construed by the Recipient
        to constitute, part of the terms and conditions of employment. The Company
        shall
        not incur any liability of any kind to the Recipient as a result of any change
        or amendment, or any cancellation, of the Plan at any time.
 
 (d)  Participation
        in the Plan shall not be deemed to constitute, and shall not be deemed by
        the
        Recipient to constitute, an employment or labor relationship of any kind
        with
        the Company.
 
 7.  Competing
        Work Activities .
 
 (a)  Notwithstanding
        anything to the contrary contained herein or in the Plan, if Recipient
        voluntarily terminates his or her employment with the Company or is terminated
        for misconduct or failure or refusal to perform his or her duties of employment
        (as determined by the Committee), and within a period of one year after such
        termination shall, directly or indirectly, engage in a competing activity
        (as
        defined below), Recipient shall be required to remit to the Company, with
        respect to any Awards granted or paid on or after the date six months prior
        to
        such termination, the fair market value of such Award on the date of payment.
        Such remittance shall be payable in cash or by certified or bank check or
        by
        delivery of shares of Common Stock of the Company registered in the name
        of the
        grantee duly assigned to the Company with the assignment guaranteed by a
        bank,
        trust company or member firm of the New York Stock Exchange, or by a combination
        of the foregoing. Any such shares so delivered shall be deemed to have a
        value
        per share equal to the fair market value of the shares on such date. This
        provision shall, however, become null and void, and Company's rights to any
        remittance under this provision automatically shall be deemed waived, upon
        a
        Change in Control (as defined in Section 2 of this Agreement).
 
 (b)  For
        purposes of this Section, Recipient will be deemed to be “engaged in a competing
        activity” if he or she owns (other than as the owner of a less than 5% interest
        in a company whose shares are publicly traded), manages, operates, controls,
        is
        employed by, or otherwise engages in or assists another to engage in any
        activity or business which competes with any business or activity of the
        Company
        in which Recipient was engaged or involved, or which, as of the time of
        Recipient's termination, was in a state of research or development by any
        such
        business of the Company.
 
 (c)  Nothing
        contained in this Section shall be interpreted as or deemed to constitute
        a
        waiver of, or diminish or be in lieu at any other rights the Company may
        possess
        as a result of Recipient's direct or indirect involvement with a business
        competing with the business of the Company.
 
 8.  Amendment
        of this Agreement .
        The
        Board of Directors of the Company or the Committee may, from time to time,
        require the termination, modification or amendment of the terms of this
        Agreement, including, without limiting the foregoing generality, the making
        of
        such amendments or revisions as the Board or the Committee shall deem advisable,
        provided, however, that no termination, modification or amendment of this
        Agreement shall, without the written consent of the Recipient, impair his
        or her
        rights hereunder.
 
 9.  Notices .
        Notices
        hereunder shall be in writing and if to the Company shall be delivered
        personally to the Secretary of the Company or mailed to its principal office,
        One Bausch & Lomb Place, Rochester, New York 14604-2701, addressed to the
        attention of the Secretary, and if to the Recipient shall be delivered
        personally or mailed to the Recipient at his or her address as the same appears
        on the records of the Company.
 
 10.  Interpretation
        of this Agreement .
        All
        decisions and interpretations made by the Board of Directors or the Committee
        with regard to any question arising hereunder or under the Plan shall be
        binding
        and conclusive on the Company and the Recipient. In the event there is any
        inconsistency between the provision of this Agreement and of the Plan, the
        provisions of the Plan shall govern.
 
 11.  Successors
        and Assigns .
        This
        Agreement shall bind and inure to the benefit of the parties hereto and the
        successors and assigns of the Company and to the extent provided herein to
        the
        personal representatives, legatees and heirs of the Recipient.
 
 12.  Severability
        and Saving Provision .
        The
        parties intend that this Agreement shall be enforced to the maximum extent
        possible. If a court of competent jurisdiction: (i) finds any provision of
        this
        Agreement to be unenforceable, that provision shall be deemed excised and
        the
        remainder of the Agreement shall continue in full force and effect; and (ii)
        finds any provision of this Agreement to be unenforceable by reason of its
        being
        extended for too great a period of time, over too large a geographic area,
        or
        over too great a range of activities, the Agreement shall be interpreted
        to
        extend over the maximum period of time, geographic range and range of activities
        as to which it may be enforceable.
 
 13.  Tax
        Matters .
 
 (a)  The
        Company shall have the power and the right to deduct or withhold, or require
        Recipient to remit to the Company, an amount sufficient to satisfy taxes
        imposed
        under the laws of any country, state, province, city or other jurisdiction,
        including but not limited to income taxes, capital gain taxes, transfer taxes,
        and social security contributions, that are required by law to be withheld
        with
        respect to the Award, the sale of shares, if any, acquired upon payout of
        the
        Award, and/or payment of dividends on shares acquired upon payout of the
        Award.
 
 (b)  Recipient
        agrees to take all steps necessary to comply with all applicable provisions
        of
        laws of any country, state, province, city or other jurisdiction in exercising
        his or her rights under the Plan and this Agreement.
 
 14.  Administration
        and Compliance with Laws .
 
 (a)  This
        Agreement shall be subject to all applicable laws, rules, and regulations,
        and
        to such approvals by any governmental agencies or national securities exchanges
        as may be required.
 
 (b)  The
        Company is issuing the Awards hereunder. Furthermore, this Agreement is not
        derived from any preexisting labor relationship between the Recipient and
        the
        Company, but rather from a mercantile relationship.
 
 (c)  The
        Company will administer the Plan from the U.S. and New York State law and
        the
        Federal laws of the United States (except those provisions relating to conflicts
        of law) will govern all Awards issued under the Plan.
 
 15.  Privacy .  As
        a
        condition of the Award, the Recipient consents to the collection, use, and
        transfer of personal data as described in this Section to the full extent
        permitted by and in full compliance with applicable law.
 
 (a)  The
        Recipient understands that the Company holds, by means of an automated data
        file, certain personal information about the Recipient, including, but not
        limited to, name, home address and telephone number, date of birth, social
        insurance number, salary, nationality, job title, any shares or directorships
        held in the Company, details of all options or other entitlement to shares
        awarded, cancelled, exercised, vested, unvested, or outstanding in the
        Recipient’s favor, for the purpose of managing and administering the Plan
        (“Data”).
 
 (b)  The
        Recipient further understands that part or all of his/her Data may be also
        held
        by the Company and/or it Subsidiaries, pursuant to a transfer made in the
        past
        with his/her consent, in respect of any previous Award, which was made for
        the
        same purposes of managing and administering of previous award/incentive plans,
        or for other purposes.
 
 (c)  The
        Recipient further understands that his/her local employer will transfer Data
        to
        the Company and/or its Subsidiaries among themselves as necessary for the
        purposes of implementation, administration, and management of the Recipient’s
        participation in the Plan, and that the Company and/or its Subsidiary may
        transfer data among themselves, and/or each, in turn, further transfer Data
        to
        any third parties assisting the Company in the implementation, administration,
        and management of the Plan (“Data Transferees”).
 
 (d)  The
        Recipient understands that the Company and/or its Subsidiaries, as well as
        the
        Data Transferees, are or may be located in his or her country of residence
        or
        elsewhere, such as the United States. The Recipient authorizes the Company
        and/or its Subsidiaries, as well as Data Transferees to receive, possess,
        use,
        retain, and transfer Data in electronic or other form, for the purposes of
        implementing, administering, and managing his or her participation in the
        Plan,
        including any transfer of such Data, as may be required for the administration
        of the Plan and/or the subsequent holding of shares on his or her behalf,
        to a
        broker or third party with whom the shares acquired on exercise may be
        deposited.
 
 (e)  The
        Recipient understands that he or she may show his/her opposition to the
        processing and transfer of his/her Data, and, may at any time, review the
        Data,
        request that any necessary amendments be made to it, or withdraw his or her
        consent herein in writing by contacting the Company. The Recipient further
        understands that withdrawing consent may affect his or her ability to
        participate in the Plan.
 
 
 16.  General .
        The
        Recipient has received, and therefore has full knowledge of and understands,
        the
        terms and conditions of this Agreement. The Recipient acknowledges that copies
        of the complete rules of the Plan have also been made available to him/her
        at
        his/her work center with his/her local employer.
 
 IN
        WITNESS WHEREOF, the Company and the Recipient have executed this Agreement
        on
        the day and year first above written.
 
 BAUSCH
        & LOMB INCORPORATED
 
 By:__________________________________
 Jean
        F.
        Geisel
 Secretary
 
 RECIPIENT
 By:    _____________________________________
 Name
        Printed:  _____________________________________