<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>y54530ex10-3.txt
<DESCRIPTION>EXECUTIVE SALARY CONTINUATION PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                   THE EXECUTIVE SALARY CONTINUATION PLAN II

                                      FOR

                              ALCON UNIVERSAL LTD.

                                      AND

                              AFFILIATED COMPANIES

                           EFFECTIVE JANUARY 1, 2001

                           EFFECTIVE JANUARY 1, 2001
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>                                                           <C>
ARTICLE I: Plan Description.................................     I-1
ARTICLE II: Definitions.....................................    II-1
ARTICLE III: ESCP II Benefits...............................   III-1
ARTICLE IV: Vesting.........................................    IV-1
ARTICLE V: Ownership Change Benefits........................     V-1
ARTICLE VI: Limitations and Forfeitures.....................    VI-1
ARTICLE VII: Authority to Administer........................   VII-1
ARTICLE VIII: Miscellaneous.................................  VIII-1
</Table>

                           EFFECTIVE JANUARY 1, 2001                      TOC- 1
<PAGE>

                                   ARTICLE I

                                PLAN DESCRIPTION

     The Executive Salary Continuation Plan II ("ESCP II") is an unfunded
retirement plan with certain death and disability benefits. Participation is
limited to key employees ("ESCP II Participants") of Alcon Universal Ltd. and
its operationally related affiliates who adopt the ESCP II and agree to pay the
amounts necessary to fulfill its obligation for administrative expenses and
benefits under ESCP II.

                                END OF ARTICLE I

                           EFFECTIVE JANUARY 1, 2001                        I- 1
<PAGE>

                                   ARTICLE II

                                  DEFINITIONS

     For purposes of the ESCP II, the following definitions shall apply unless
the context requires otherwise:

     2.01 "Alcon Affiliated Company" means any legal entity directly or
indirectly owned or controlled by Nestle S.A.

     2.02 "Applicable Penalty Percentage" means the percentage by which an ESCP
II Participant's Normal Retirement Benefit will be reduced based upon the ESCP
II Participant's age on the date of separation from service as determined
pursuant to subparagraph 3.01(b)(ii).

     2.03 "Averaged Annual Base Salary" means one-third ( 1/3) of the ESCP II
Participant's aggregate annual base salary in effect the year of such ESCP II
Participant's separation from service and for the two (2) years preceding such
ESCP II Participant's separation from service.

     2.04 "AUL Compensation Committee" means the officers of Alcon Universal
Ltd. who have been delegated authority by the Board of Directors of Alcon
Universal Ltd. to administer this ESCP II.

     2.05 "Disability" shall mean a condition arising out of any injury or
disease which the disability insurance carrier and/or the employer determines is
permanent and prevents an ESCP II Participant from engaging in any occupation
with an Alcon Affiliated Company commensurate with the ESCP II Participant's
education, training, and experience, excluding:

          (a) any condition incurred as a result of or incidental to a criminal
     act perpetrated by the ESCP II Participant; and

          (b) any condition resulting from excessive use of drugs or narcotics
     or from willful, self-inflicted injury;

provided, however, that a condition shall constitute a Disability only if the
ESCP II Participant incurs such condition prior to the termination of his/her
employment with all Alcon Affiliated Companies.

     2.06 "Early Retirement Age" means age fifty-five (55).

     2.07 "Eligible Employee" means an individual employed by an Alcon
Affiliated Company who is determined by the AUL Compensation Committee to be a
key employee based upon grade level, job duties, and/or job performance and who
is not a participant in the Alcon Pharmaceuticals Ltd. International Umbrella
Plan or any other retirement plan sponsored by an Alcon Affiliated Company
determined by AUL Compensation Committee to be similar to or the equivalent of
the ESCP II.

     2.08 "ESCP II Benefit(s)" means the Normal Retirement Benefit or Reduced
Normal Retirement due an ESCP II Participant, Surviving Spouse, as a result of
termination of employment of an ESCP II Participant with a Vested Percentage, an
ESCP II Participant's Disability while employed by an Alcon Affiliated Company
or an ESCP II Participant's death.

     2.09 "ESCP II Participant" means an Eligible Employee who has been
designated as an ESCP II Participant in ESCP II by the AUL Compensation
Committee in its sole and absolute discretion.

     2.10 "Normal Retirement Age" means age sixty-two (62).

     2.11 "Normal Retirement Benefit" means an amount equal to the Vested
Percentage times the ESCP II Participant's Averaged Annual Base Salary.

     2.12 "Reduced Normal Retirement Benefit" means the Normal Retirement
Benefit reduced by the Applicable Penalty Percentage as determined pursuant to
subparagraph 3.01(b) with the resulting amount multiplied times the Vested
Percentage.

     2.13 "Surviving Spouse" shall mean:

          (a) in the case of an ESCP II Participant who dies while employed by
     an Alcon Affiliated Company and prior to commencement of an ESCP II
     Benefit, an individual who was the spouse of such ESCP II Participant at
     the time of his/her death;

          (b) in the case of an ESCP II Participant who is no longer employed by
     an Alcon Affiliated Company but has a vested ESCP II Benefit that has not
     yet commenced, an individual who was the

                           EFFECTIVE JANUARY 1, 2001                       II- 1
<PAGE>

     spouse of such ESCP II Participant both at the time of such ESCP II
     Participant's termination of employment with the Alcon Affiliated Company
     and at the time of death; or

          (c) in the case of an ESCP II Participant whose ESCP II Benefit has
     commenced or who is receiving Disability benefits, an individual who was
     the spouse of the ESCP II Participant both at the time such ESCP II
     Participant's ESCP II Benefit or Disability benefit commenced, and at the
     time of the ESCP II Participant's death.

     2.14 "Vested Percentage" means the percentage of an ESCP II Participant's
Averaged Annual Base Salary that is vested pursuant to Article IV. The Vested
Percentage shall never exceed sixty percent (60%).

     2.15 "Year of Service" means the following:

          (a) the calendar year of entry into ESCP II,

          (b) each calendar year of participation in ESCP II subsequent to such
     calendar year of entry, including any periods of Disability,

          (c) the calendar year of termination, retirement, or death
     (collectively, the "events") if the first of the events occurs on or after
     July 1 of such calendar year; if the first of the events occurs on or
     before June 30 of such calendar year, then the year shall not constitute a
     "Year of Service," and

          (d) one (1) year for every five (5) Years of Service with any Alcon
     Affiliated Company and/or any entity (incorporated or unincorporated)
     acquired by an Alcon Affiliated Company. Years of Service shall be counted
     from the first day of employment to the day before the first date of
     participation in ESCP II or any predecessor plan. Notwithstanding the
     foregoing, ESCP II Participants who have at least five (5) full years of
     employment with an Alcon Affiliated Company before the first date of
     participation in ESCP II or any predecessor plan, shall have years of
     service counted from the first day of such employment through the first
     year of participation in ESCP II.

                               END OF ARTICLE II

                           EFFECTIVE JANUARY 1, 2001                       II- 2
<PAGE>

                                  ARTICLE III

                                ESCP II BENEFITS

     3.01 Benefits.

          (a) Normal Retirement Benefit. ESCP II provides a Normal Retirement
     Benefit to each ESCP II Participant who separates from service or dies at
     or after attaining Normal Retirement Age provided such ESCP II Participant
     has a Vested Percentage. The Normal Retirement Benefit Amount is determined
     by multiplying the ESCP II Participant's Averaged Annual Base Salary times
     the ESCP II Participant's Vested Percentage.

          (b) Reduced Normal Retirement Benefit. ESCP II provides a Reduced
     Normal Retirement Benefit to each ESCP II Participant who separates from
     service or dies with a Vested Percentage prior to having attained Normal
     Retirement Age. The Reduced Normal Retirement Benefit is not payable to an
     ESCP II Participant prior to the date of attaining Early Retirement Age.
     However, a Surviving Spouse's ESCP II Benefit shall begin as soon as
     administratively practicable after the ESCP II Participant's death.

             (i) Calculation of Reduced Normal Retirement Benefit. The Reduced
        Normal Retirement Benefit is calculated by reducing the ESCP II
        Participant's Averaged Annual Base Salary by the Applicable Penalty
        Percentage set forth below in subparagraph 3.01(b)(ii), then multiplying
        such reduced Averaged Annual Base Salary by the ESCP II Participant's
        Vested Percentage.

             (ii) Applicable Penalty Percentage. The Applicable Penalty
        Percentage is as follows:

<Table>
<Caption>
                                       AGE AT
                                     SEPARATION                           APPLICABLE
                                    FROM SERVICE                           PENALTY
            ------------------------------------------------------------  ----------
            <S>                                                           <C>
                61......................................................      4%
                60......................................................      8%
                59......................................................     12%
                58......................................................     16%
                57......................................................     20%
                56......................................................     25%
             55 or less.................................................     30%
</Table>

          (c) Death Benefits.  The Surviving Spouse of an ESCP II Participant
     with a vested ESCP II Benefit shall receive a semi-monthly benefit equal to
     fifty percent (50%) of the ESCP II Participant's semi-monthly ESCP II
     Benefit payment until the Surviving Spouse's death. Vesting for a deceased
     ESCP II Participant shall be determined pursuant to paragraph 4.02. The
     amount of the deceased ESCP II Participant's benefit shall be determined
     pursuant to Article III.

          (d) Disability Benefits

             (i) ESCP II Participant Approved for Long Term Disability.  If an
        ESCP II Participant suffers a Disability and is approved for Long-Term
        Disability ("LTD") coverage by the LTD insurance carrier of any Alcon
        Affiliated Company (or LTD is approved by another LTD carrier which is
        concurred in by the AUL Compensation Committee), ESCP II Benefits shall
        begin when (aa) the ESCP II Participant attains Normal Retirement Age,
        or (bb) LTD benefits cease. An ESCP II Participant still receiving LTD
        benefits at Normal Retirement Age must choose between continuing LTD
        benefits or beginning ESCP II Benefits. ESCP II Benefits paid before
        Normal Retirement Age shall be subject to the Applicable Penalty
        Percentage described in subparagraph 3.01(b)(ii).

             (ii) ESCP II Participant No Longer Disabled.  Notwithstanding the
        foregoing provisions of this paragraph, if the ESCP II Participant,
        subsequent to approval for LTD coverage, is medically certified as no
        longer disabled and chooses not to resume employment with an Alcon
        Affiliated Company, the provisions of paragraphs 2.15 and 4.02 in their
        entirety shall cease to apply to the ESCP II Participant.

                           EFFECTIVE JANUARY 1, 2001
                         PAGE REVISED SEPTEMBER 1, 2001                   III- 1
<PAGE>

     3.02 Cost of Living Adjustment.  All ESCP II Benefit payments shall be
increased by a Cost of Living Adjustment as follows:

          (a) Each January 1, the ESCP II Benefit shall be increased by an
     annual percentage adjustment equal to the greater of (i) one and one-half
     percent (1.5%) or (ii) any cost-of-living adjustment taking effect on or
     immediately prior to such January 1 under Section 215(i) of the United
     States Social Security Act (relating to a cost-of-living increase) for
     benefits under Title II of such Act (relating to Federal old-age,
     survivors, and disability insurance benefits). The percentage adjustment
     shall be compounded annually. Any applicable percentage adjustment shall
     commence not earlier than the January payment immediately following the
     commencement of ESCP II Benefits.

          (b) Notwithstanding the provisions of the foregoing subparagraph
     3.02(a), in the event that other than an annual percentage becomes
     applicable for purposes of Section 215(i) of the Social Security Act or the
     cost-of-living adjustment becomes effective on a date other than January 1,
     the annual percentage adjustment for ESCP II Benefit payment purposes shall
     be redetermined and applied as of the date the adjustment becomes effective
     for benefits under Title II of the Social Security Act. If more than one
     rate is applicable for a calendar year, the rates should be combined or
     averaged, as the case may be, so that compounding occurs not more than
     annually. However, the annual percentage adjustment may never be less than
     one and one-half percent (1.5%).

     3.03 Payment of Benefit.  ESCP II Benefits shall be paid to the ESCP II
Participant each year in equal semi-monthly installments until and including the
month in which such ESCP II Participant shall die. Such installments shall
commence not later than the first day of the second month after such ESCP II
Participant's employment by any and all Alcon Affiliated Companies has
terminated. Notwithstanding the foregoing, if the ESCP II Participant terminates
employment prior to attaining Early Retirement Age, ESCP II Benefit payments
shall commence the first day of the second month following ESCP II Participant's
attainment of Early Retirement Age. Payments to the Surviving Spouse shall begin
as soon as administratively practicable. The first payment to the Surviving
Spouse shall include all previous amounts due beginning as of the first day of
the month immediately following ESCP II Participant's death.

                               END OF ARTICLE III

                           EFFECTIVE JANUARY 1, 2001
                         PAGE REVISED SEPTEMBER 1, 2001                   III- 2
<PAGE>

                                   ARTICLE IV

                                    VESTING

     4.01 Vested Percentage.  An ESCP II Participant is entitled to a vested
(nonforfeitable) percentage of Averaged Annual Base Salary pursuant to the
following schedule:

<Table>
<Caption>
                          YEARS OF                             VESTED
                          SERVICE                            PERCENTAGE
------------------------------------------------------------ ----------
<S>                                                          <C>
Less than 10................................................      0%
     10.....................................................     30%
     11.....................................................     33%
     12.....................................................     36%
     13.....................................................     39%
     14.....................................................     42%
     15.....................................................     45%
     16.....................................................     48%
     17.....................................................     51%
     18.....................................................     54%
     19.....................................................     57%
     20.....................................................     60%
</Table>

     The Vested Percentage shall never exceed sixty percent (60%).

     4.02 Years of Service and Minimum Vested Percentage Due to ESCP II
Participant's Death or Disability.  For purposes of determining the Vested
Percentage of ESCP II Participants who die or become disabled while employed by
an Alcon Affiliated Company, such ESCP II Participant shall retain his/her
accrued Years of Service in ESCP II, but shall be deemed to have not less than
ten (10) Years of Service.

                               END OF ARTICLE IV

                           EFFECTIVE JANUARY 1, 2001                       IV- 1
<PAGE>

                                   ARTICLE V

                           OWNERSHIP CHANGE BENEFITS

     5.01 Vesting on Change of Ownership.

          (a) Vested Percentage.  An ESCP II Participant who is employed by an
     Alcon Affiliated Company on the date that Nestle S.A. ceases to hold direct
     or indirect Majority Ownership of the Alcon Affiliated Company by which
     such ESCP II Participant is employed shall retain his/her accrued Years of
     Service in ESCP II for the purposes of this paragraph 5.01, but shall be
     deemed to have a minimum Vested Percentage of thirty percent (30%).

          (b) "Majority Ownership" as used in this paragraph 5.01 means more
     than fifty percent (50%) direct or indirect ownership (i) of the
     outstanding shares of each class of stock of any Alcon Affiliated Company
     and/or (ii) of the assets of any Alcon Affiliated Company by Nestle S.A.

          (c) Benefit.  Should Nestle S.A. cease to hold Majority Ownership of
     the an Alcon Affiliated Company by which an ESCP II Participant is
     employed, such ESCP II Participant shall be paid an annual benefit equal to
     the Vested Percentage as determined under subparagraphs 5.01(a) or (b) of
     such ESCP II Participant's Averaged Annual Base Salary, for the ESCP II
     Participant's lifetime, and a fifty percent (50%) ESCP II Benefit shall be
     paid to the affected ESCP II Participant's Surviving Spouse upon the ESCP
     II Participant's death. Further, the benefit (i) shall be increased in the
     manner described in paragraph 3.02 above, (ii) shall not be subject to the
     Applicable Percentage Penalty reduction described in subparagraph 3.01(b)
     above, and (iii) shall commence to be paid not later than the first day of
     the second month following the cessation of Majority Ownership. The
     provisions of this Article V supercede all other provisions of the ESCP II
     regarding benefit calculation and payment; however, this Article V does not
     affect ESCP II Benefits of ESCP II Participants or Surviving Spouses being
     paid or pending ESCP II Benefits of ESCP II Participants who separated from
     service prior to Early Retirement Age at the time Nestle S.A. ceases to
     hold Majority Ownership of the Alcon Affiliated Company.

                                END OF ARTICLE V

                           EFFECTIVE JANUARY 1, 2001                        V- 1
<PAGE>

                                   ARTICLE VI

                          LIMITATIONS AND FORFEITURES

     6.01 Limitations and Forfeiture of Right to Benefits.

          (a) If a non-vested ESCP II Participant's employment is terminated
     voluntarily or involuntarily, such ESCP II Participant forfeits all rights
     to the benefits provided by ESCP II.

          (b) If an ESCP II Participant has chosen to participate in the Alcon
     Pharmaceuticals Ltd. International Umbrella Plan or any other retirement
     plan sponsored by an Alcon Affiliated Company determined by the AUL
     Compensation Committee to be similar to or the equivalent of ESCP II, such
     ESCP II Participant forfeits all rights to the benefits provided by ESCP
     II.

          (c) If a vested ESCP II Participant's employment is terminated
     voluntarily or involuntarily by retirement or otherwise, such ESCP II
     Participant must agree not to compete in the same or substantially similar
     businesses as those in which Alcon and its Alcon Affiliated Companies are
     engaged at the time of termination of employment for a period of five (5)
     years or the ESCP II Participant will forfeit all ESCP II Benefits. The
     determination of whether a terminated ESCP II Participant's
     post-termination activities are competitive within the meaning of this
     Article VI shall be made by the AUL Compensation Committee.

          (d) If an ESCP II Participant who has a Vested Percentage is
     terminated voluntarily or involuntarily from employment with any Alcon
     Affiliated Company for reason of activity or conduct which results in
     felony conviction under the law of any jurisdiction, such ESCP II
     Participant shall forfeit all right to benefits under the ESCP II at the
     discretion of the AUL Compensation Committee.

                               END OF ARTICLE VI

                           EFFECTIVE JANUARY 1, 2001                       VI- 1
<PAGE>

                                  ARTICLE VII
                            AUTHORITY TO ADMINISTER

     7.01  The Board of Directors of Alcon Universal Ltd. shall have the right,
at any time, to amend or terminate the ESCP II, except that it may not terminate
a vested benefit hereunder except as provided in Article VI.

     7.02  Neither the AUL Compensation Committee nor any members of the Board
of Directors of any Alcon Affiliated Company shall be liable to any person for
any action taken or omitted in connection with the administration or
interpretation of the ESCP II.

     7.03  Subject to the limitations herein set forth, the AUL Compensation
Committee shall establish from time to time the rules or regulations for the
administration of the ESCP II and the transaction of its business, provided that
no such rule or regulation shall be contrary to the specific provisions of the
ESCP II. The AUL Compensation Committee has full discretion to interpret the
ESCP II to determine whether a claimant is eligible for benefits; to decide the
amount, form, and timing of benefits; and to resolve any other matter under the
ESCP II which is raised by a claimant or identified by the AUL Compensation
Committee. All questions arising from or in connection with the provisions of
the ESCP II and its administration shall be determined by the AUL Compensation
Committee, and any determination so made shall be conclusive and binding upon
all persons affected thereby.

          (a) Claims under the ESCP II by an ESCP II Participant or anyone
     claiming through an ESCP II Participant shall be presented to the AUL
     Compensation Committee, which shall either arrange for payment of the claim
     or otherwise dispose of it. Adequate notice shall be provided in writing to
     any person whose claim has been denied, setting forth the specific reasons
     for such denial.

          (b) Any person whose claim for benefits has been denied may, within
     sixty (60) days after receipt of notice of denial, submit a written request
     for review of the decision denying the claim. In such case, the AUL
     Compensation Committee shall make a full and fair review of such decision
     within sixty (60) days after receipt of a request for review and notify the
     claimant in writing of the review decision, specifying the reasons for such
     decision.

     7.04  Communications to the AUL Compensation Committee shall be addressed
to the Chairman of the AUL Compensation Committee, Bosch 69, P.O. Box 62,
CH-6331, Hunenberg, Switzerland. The Secretary of the AUL Compensation Committee
is hereby designated as agent for service of legal process with respect to any
claims arising under the ESCP II.

                               END OF ARTICLE VII

                           EFFECTIVE JANUARY 1, 2001                      VII- 1
<PAGE>

                                  ARTICLE VIII
                                 MISCELLANEOUS

     8.01  The ESCP II Participant's ESCP II Benefit granted hereunder or any
interest therein are not transferable or assignable and shall not be subject to
alienation, encumbrance, garnishment, attachment, execution, or levy of any
kind, voluntary or involuntary, except when, where, and if compelled by any
applicable law.

     8.02  As used in this ESCP II, reference to any gender shall include the
masculine and feminine genders, and the number of all words shall include the
singular or plural, as appropriate.

     8.03  The amount payable to an ESCP II Participant hereunder at any time is
an unsecured and unfunded obligation of Alcon and/or any Alcon Affiliated
Company.

     8.04  The obligations of Alcon and/or any Alcon Affiliated Company under
the ESCP II shall be binding upon its successors and assigns.

     8.05  In the event that any provision of the ESCP II is determined by any
judicial, quasi-judicial, or administrative body to be invalid or unenforceable
for any reason, all other provisions of the ESCP II shall remain in full force
and effect as if such provision had never been a part of the ESCP II.

     8.06  Nothing herein shall be construed as an offer or commitment by Alcon
and/or any Alcon Affiliated Company to continue any ESCP II Participant's
employment for any period of time.

     8.07  Amounts paid to an ESCP II Participant or his/her designated
Surviving Spouse under the ESCP II shall be net of any taxes or other amounts
required to be withheld by the payor under any applicable law, rule, or
regulation.

     8.08  This writing constitutes the final and complete embodiment of the
terms of the ESCP II, and all prior or earlier dated documents and
communications, oral or written, concerning ESCP II are hereby renounced,
revoked, and superseded.

                              END OF ARTICLE VIII

                           EFFECTIVE JANUARY 1, 2001                     VIII- 1
<PAGE>

SIGNATURE AND ATTESTATION

     Effective as of the 1st day of January, 2001.

                                          ALCON UNIVERSAL LTD.

                                          By: /s/ MARTIN SCHNEIDER
                                            ------------------------------------

                                          Printed Name: Martin Schneider
                                                  ------------------------------
                                          Title: Area Controller
                                             -----------------------------------
                                          Date: March 27, 2001
                                             -----------------------------------

                                          By: /s/ STEFAN BASLER
                                            ------------------------------------
                                          Printed Name: Stefan Basler
                                                  ------------------------------
                                          Title: Finance Manager
                                             -----------------------------------
                                          Date: March 27, 2001
                                             -----------------------------------
ATTEST:

/s/ O. DUPONT
--------------------------------------
              Secretary

                           EFFECTIVE JANUARY 1, 2001                 APPENDIX- i

</TEXT>
</DOCUMENT>
