**Exhibit
      (10)-kk**





**BAUSCH
      & LOMB INCORPORATED**


**EXECUTIVE
      DEFERRED COMPENSATION PLAN**




Amendment




Pursuant
      to Section 13 of the Executive Deferred Compensation Plan (the “Plan”), the Plan
      is amended as of the date set forth below, as follows:


1.  Section
      7(f) is amended by adding the following sentence to the end of such
      section:




In
      addition, for company-matching amounts contributed on behalf of a participant
      who is subject to Section 16 of the Securities Exchange Act of 1934 as of August
      1, 2005, such amounts (including earnings credited on those amounts) must remain
      in Company common stock equivalents.




2.  Section
      10 is amended by deleting such Section and substituting in its place the
      following:




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.




3.  The
      Plan
      is amended by adding the following new Section 14:




14.  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.




.








Dated: November
      7, 2006  **BAUSCH
      & LOMB INCORPORATED**





By: /s/
      David R. Nachbar





Title:
      Corporate Senior Vice President


Human Resources