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                                                             Exhibit 99.(d)


                                                                  EXECUTION COPY

                                                  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, 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

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    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.

        (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

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    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.

    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

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    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.

        (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.

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    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


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