
                                                                       Exhibit E
                                                                       ---------

                    COMPANY  STOCKHOLDER  AGREEMENT  dated  as of May 29,  2001,
               between CHRISTIAN DALLOZ, a societe anonyme duly incorporated and
               legally  existing  under  the  laws  of the  Republic  of  France
               ("Parent"), and BACOU SA, a societe anonyme duly incorporated and
               legally  existing  under the laws of the  Republic of France (the
               "Stockholder").


     WHEREAS Parent, Daniel U. S. Sub, Inc., a Delaware corporation ("Sub"), and
BACOU USA, INC., a Delaware  corporation (the "Company"),  propose to enter into
an Agreement  and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement";  capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement);

     WHEREAS the  Stockholder  owns the number of shares of Company Common Stock
set forth  opposite its name on Schedule A hereto (such shares of Company Common
Stock,  together with any other shares of capital stock of the Company  acquired
by the Stockholder  after the date hereof and during the term of this Agreement,
being collectively referred to herein as the "Subject Shares"); and

     WHEREAS,  as a  condition  to its  willingness  to enter  into  the  Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION  1.   Representations  and  Warranties  of  The  Stockholder.   The
Stockholder  hereby  represents  and warrants to Parent as of the date hereof as
follows:

     (a) Authority; Execution and Delivery;  Enforceability. The Stockholder has
all requisite  power and authority to execute and deliver this  Agreement and to
consummate  the  transactions  contemplated  hereby.  The  Stockholder  has duly
executed and delivered this Agreement, and this Agreement constitutes the legal,
valid  and  binding  obligation  of the  Stockholder,  enforceable  against  the
Stockholder in accordance with its terms.  Assuming approval of the transactions
contemplated  by this  Agreement by the Board of  Directors of the Company,  the
execution  and  delivery by the  Stockholder  of this  Agreement do not, and the
consummation  of the  transactions  contemplated  hereby and compliance with the
terms  hereof will not,  materially  conflict  with,  or result in any  material
violation of, or material  default (with or without  notice or lapse of time, or
both) under, or give rise to a right of termination, cancelation or acceleration
of any  obligation  or to loss of a  material  benefit  under,  or result in the
creation  of any  material  Lien  upon any of the  properties  or  assets of the
Stockholder  under,  any  provision  of  any  material  contract  to  which  the
Stockholder is a party or by which any  properties or assets of the  Stockholder
are bound or,  subject to the filings and other matters  referred to in the next
sentence,  any provision of any judgment or law applicable to the Stockholder or
the  properties or assets of the  Stockholder.  No consent of, or  registration,
declaration or filing with, any  Governmental  Entity is required to be obtained
or made by or with respect to the  Stockholder in connection with the execution,



<PAGE>
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions  contemplated  hereby, other than such reports under Sections 13(d)
and 16 of the Exchange Act as may be required in connection  with this Agreement
and the transactions contemplated hereby.

     (b) The Subject Shares.  The Stockholder is the record and beneficial owner
of,  or is the  trustee  of a trust  that is the  record  holder  of,  and whose
beneficiaries  are the beneficial  owners of, and has good and marketable  title
to, the Subject Shares,  free and clear of any Liens.  The Stockholder  does not
own, of record or beneficially, any shares of capital stock of the Company other
than the Subject Shares.  The Stockholder has the sole right to vote the Subject
Shares,  and none of the Subject  Shares is subject to any voting trust or other
agreement,  arrangement or restriction with respect to the voting of the Subject
Shares, except as contemplated by this Agreement.

     SECTION  2.  Representations  and  Warranties  of  Parent.   Parent  hereby
represents and warrants to the Stockholder as follows:  Parent has all requisite
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery by
Parent of this  Agreement  and  consummation  of the  transactions  contemplated
hereby have been duly authorized by all necessary  action on the part of Parent.
Parent has duly  executed  and  delivered  this  Agreement,  and this  Agreement
constitutes  the legal,  valid and  binding  obligation  of Parent,  enforceable
against Parent in accordance with its terms.

     SECTION 3.  Covenants of The  Stockholder.  The  Stockholder  covenants and
agrees as follows:

     (a) (i) At any meeting of the  stockholders  of the Company  called to seek
the  Company  Stockholder  Approval or in any other  circumstances  upon which a
vote,  consent or other approval  (including by written consent) with respect to
the  Merger  Agreement,  the  Merger or any other  Transaction  is  sought,  the
Stockholder  shall,  including by executing a written  consent  solicitation  if
requested by Parent,  vote (or cause to be voted) the Subject Shares in favor of
granting the Company Stockholder Approval.

     (ii) The Stockholder hereby  irrevocably  grants to, and appoints,  Parent,
and  any  individual   designated  in  writing  by  Parent,  and  each  of  them
individually,  as the Stockholder's proxy and attorney-in-fact  (with full power
of  substitution),  for and in the name, place and stead of the Stockholder,  to
vote the  Subject  Shares,  or grant a consent  or  approval  in  respect of the
Subject  Shares in a manner  consistent  with this  Section  3. The  Stockholder
understands and  acknowledges  that Parent is entering into the Merger Agreement
in reliance upon the Stockholder's execution and delivery of this Agreement. The
Stockholder  hereby affirms that the irrevocable proxy set forth in this Section
3(a) is given in connection with the execution of the Merger Agreement, and that
such  irrevocable  proxy is given to secure the performance of the duties of the
Stockholder  under this Agreement.  The Stockholder  hereby further affirms that
the irrevocable proxy is coupled with an interest and may under no circumstances
be  revoked.  The  Stockholder  hereby  ratifies  and  confirms  all  that  such
irrevocable  proxy may  lawfully do or cause to be done by virtue  hereof.  Such
irrevocable  proxy is executed and intended to be irrevocable in accordance with
the  provisions of Section  212(e) of the DGCL.  The  irrevocable  proxy granted
hereunder shall  automatically  terminate upon the termination of this Agreement
in accordance with Section 4.

     (b) At any meeting of  stockholders  of the  Company or at any  adjournment
thereof or in any other circumstances upon which the Stockholder's vote, consent
or other approval is sought,  the Stockholder  shall vote (or cause to be voted)
the Subject  Shares  against (i) any merger  agreement or merger (other than the
Merger  Agreement  and  the  Merger),   consolidation,   combination,   sale  of
substantial assets, reorganization,  recapitalization,  dissolution, liquidation
or winding up of or by the Company, (ii) any Company Takeover Proposal and (iii)
any amendment of the Company Charter or the Company By-laws or other proposal or
transaction involving the Company or any Company Subsidiary,  which amendment or
other proposal or transaction would in any manner impede, frustrate,  prevent or
nullify  any  provision  of the  Merger  Agreement,  the  Merger  or  any  other
Transaction  or change in any manner  the voting  rights of any class of Company
Common  Stock.  The  Stockholder  shall not  commit or agree to take any  action
inconsistent with the foregoing.
<PAGE>

     (c) Other than as contemplated by this Agreement, the Stockholder shall not
(i) sell, transfer,  pledge,  assign or otherwise dispose of (including by gift)
(collectively,  "Transfer"),  or  enter  into  any  contract,  option  or  other
arrangement  (including  any profit  sharing  arrangement)  with  respect to the
Transfer of, any Subject  Shares to any person other than pursuant to the Merger
or (ii) enter into any voting arrangement, whether by proxy, voting agreement or
otherwise,  with respect to any Subject  Shares and shall not commit or agree to
take any of the foregoing actions.

     (d) The  Stockholder  shall  not,  nor shall it  authorize  or  permit  any
officer,  director or employee of, or any investment  banker,  attorney or other
adviser or  representative  of, the  Stockholder  to, (i) directly or indirectly
solicit, initiate or encourage the submission of, any Company Takeover Proposal,
(ii) enter into any agreement with respect to any Company  Takeover  Proposal or
(iii)  directly or indirectly  participate in any  discussions  or  negotiations
regarding, or furnish to any person any information with respect to, or take any
other action to  facilitate  any  inquiries  or the making of any proposal  that
constitutes,  or may  reasonably  be expected  to lead to, any Company  Takeover
Proposal.  The Stockholder promptly shall advise Parent orally and in writing of
any Company Takeover Proposal or inquiry made to the Stockholder with respect to
or that could reasonably be expected to lead to any Company  Takeover  Proposal,
the identity of the person making any such Company Takeover  Proposal or inquiry
and the material terms of any such Company Takeover Proposal or inquiry.

     (e) The  Stockholder  shall use its best  efforts  to take,  or cause to be
taken, all actions,  and to do, or cause to be done, and to assist and cooperate
with the other parties in doing,  all things  necessary,  proper or advisable to
consummate and make effective,  in the most expeditious manner practicable,  the
Merger and the other transactions contemplated by the Merger Agreement.  Neither
Parent  nor the  Stockholder  shall  issue any press  release  or make any other
public   statement  with  respect  to  the  Merger  or  any  other   transaction
contemplated  by the Merger  Agreement  other than in accordance with the Master
Agreement,  except as may be required by  applicable  law,  court  process or by
obligations  pursuant  to any listing  agreement  with any  national  securities
exchange.

     (f) The  Stockholder  hereby  consents to and approves the actions taken by
the  Company  Board  in  approving   the  Merger  and  the  other   transactions
contemplated by the Merger Agreement.  The Stockholder hereby waives, and agrees
not to exercise or assent,  any appraisal rights under Section 262 in connection
with the Merger.

     SECTION 4. Termination. This Agreement shall terminate upon the earliest of
(a)  the  Effective  Time,  (b)  the  termination  of the  Merger  Agreement  in
accordance  with its terms and (c) the Outside Date,  other than with respect to
the liability of any party for breach hereof prior to such termination.

     SECTION 5. Additional  Matters.  The Stockholder  shall, from time to time,
execute and deliver,  or cause to be executed and delivered,  such additional or
further  consents,  documents  and other  instruments  as Parent may  reasonably
request  for  the  purpose  of   effectively   carrying  out  the   transactions
contemplated by this Agreement.


<PAGE>

     SECTION 6. General Provisions.

     (a)  Amendments.  This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.

     (b)  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed given if delivered  personally  or sent by overnight
courier  (providing proof of delivery) to Parent in accordance with Section 9.02
of the Merger  Agreement  and to the  Stockholder  at its  address  set forth on
Schedule A hereto (or at such other address for a party as shall be specified by
like notice).

     (c) Interpretation. When a reference is made in this Agreement to Sections,
such  reference  shall  be to a  Section  to  this  Agreement  unless  otherwise
indicated.  The headings  contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.  Wherever the words "include",  "includes" or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation".

     (d)  Severability.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or incapable  of being  enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

     (e)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered one and the same agreement. This
Agreement shall become  effective  against Parent when one or more  counterparts
have been signed by Parent and  delivered  to the  Stockholder.  This  Agreement
shall become  effective  against the Stockholder  when one or more  counterparts
have been executed by the Stockholder  and delivered to Parent.  Each party need
not sign the same counterpart.

     (f) Entire  Agreement;  No  Third-Party  Beneficiaries.  This Agreement (i)
constitutes  the  entire  agreement  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject  matter  hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

<PAGE>

     (g) Governing  Law. This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of Delaware  regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.

     (h) Assignment.  Neither this Agreement nor any of the rights, interests or
obligations  under this  Agreement  shall be assigned,  in whole or in part,  by
operation of law or otherwise,  by Parent  without the prior written  consent of
the  Stockholder  or by the  Stockholder  without the prior  written  consent of
Parent, and any purported assignment without such consent shall be void. Subject
to the preceding  sentences,  this Agreement will be binding upon,  inure to the
benefit of, and be enforceable by, the parties and their  respective  successors
and assigns.

     (i) Enforcement.  The parties agree that irreparable  damage would occur in
the event that any of the  provisions  of this  Agreement  were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions of this  Agreement in any Delaware  state court or any
Federal  court  located in the State of Delaware,  this being in addition to any
other remedy to which they are entitled at law or in equity.  In addition,  each
of the parties hereto (i) consents to submit itself to the personal jurisdiction
of any  Delaware  state  court or any  Federal  court  located  in the  State of
Delaware  in  the  event  any  dispute  arises  out  of  this  Agreement  or any
Transaction,  (ii)  agrees  that it will  not  attempt  to deny or  defeat  such
personal  jurisdiction by motion or other request for leave from any such court,
(iii) agrees that it will not bring any action relating to this Agreement or any
Transaction  in any court other than a Delaware state court or any Federal court
sitting in the State of Delaware and (iv) waives any right to trial by jury with
respect to any claim or proceeding  related to or arising out of this  Agreement
or any transaction contemplated hereby.

     (j) Stockholder  Capacity.  The Stockholder signs solely in its capacity as
the record holder and beneficial  owner of the Subject Shares and nothing herein
shall  limit  or  affect  any  actions  taken by the  Stockholder  or any of its
officers and dirctors in its or their  capacity as an officer or director of the
Company and no such action shall be deemed a breach of this Agreement.




<PAGE>


     IN WITNESS WHEREOF, each party has duly executed this Agreement,  all as of
the date first written above.


                                 CHRISTIAN DALLOZ,


                                   by   /s/ Philippe Alfroid
                                        ----------------------
                                        Name:  Philippe Alfroid
                                        Title: President


                                 BACOU SA,


                                   by   /s/ Philippe Bacou
                                        ----------------------
                                        Name:  Philippe Bacou
                                        Title: President


<PAGE>




                                   SCHEDULE A



                                                    Number of Shares of
            Name and Address                              Company
             of Stockholder                          Common Stock Owned
            ----------------                        -------------------

Bacou SA                                                  12,612,600
Z1 Paris Nord II
13, rue de la Perdix(pound)B.P. 50398
95943 Roissy CDG Cedex
FRANCE


