COOPER COMPANIES INC, DEF 14A, 1998-02-18

COOPER COMPANIES INC
DEF 14A, 1998-02-18
OPHTHALMIC GOODS

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

THE COOPER COMPANIES INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

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[Logo]

February 16, 1998

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
The Cooper Companies, Inc. (the 'Company') to be held on April 2, 1998, at the
New York Marriott East Side, 525 Lexington Avenue, New York, NY at 10:00 a.m.
The Notice of Annual Meeting of Stockholders, a Proxy Statement, a proxy card
and a return envelope accompany this letter, as does a copy of the Company's
Annual Report for the fiscal year ended October 31, 1997.

At the Annual Meeting, stockholders will be asked to elect a Board of eight
directors to serve for the forthcoming year. A biographical description of each
of the eight nominees is set forth in the section of the Proxy Statement
entitled 'Election of Directors.' Stockholders will also be asked to consider
and act on a proposal to approve adoption of the Company's 1998 Long Term
Incentive Plan. If approved, this plan will replace the Company's 1988 Long Term
Incentive Plan, which expires this year. In addition, stockholders will be asked
to ratify the Board's appointment of the Company's auditors for fiscal 1998.

I hope you will have the opportunity to join us at the Annual Meeting.
Whether or not you plan to attend, please COMPLETE, SIGN, DATE and MAIL the
enclosed proxy card as soon as possible, so that your shares may be represented
at the Annual Meeting.

Sincerely,

/s/ ALLAN E. RUBENSTEIN, M.D.

ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors

<PAGE>

<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588

------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------------

To the Stockholders of
THE COOPER COMPANIES, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of The Cooper Companies,
Inc., a Delaware corporation (the 'Company'), will be held on April 2, 1998, at
the New York Marriott East Side, 525 Lexington Avenue, New York, NY, at 10:00
a.m., for the purpose of considering and acting upon the following:

1. The election of a Board of eight directors.

2. The approval of the Company's 1998 Long Term Incentive Plan.

3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company for the fiscal year
ending October 31, 1998.

4. The transaction of such other business as may properly come before
the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on February 10, 1998
will be entitled to notice of and to vote at the meeting and any adjournments or
postponements thereof.

Enclosed with this Notice are a Proxy Statement, a proxy card and a return
envelope, as well as a copy of the Company's Annual Report for the fiscal year
ended October 31, 1997.

All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please COMPLETE, SIGN and DATE the enclosed
proxy card and MAIL it promptly in the enclosed postage paid envelope.

By Order of the Board of Directors

/s/ CAROL R. KAUFMAN

CAROL R. KAUFMAN
Secretary

Dated: February 16, 1998

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<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 2, 1998
------------------

INFORMATION REGARDING PROXIES

The accompanying proxy card is solicited by and on behalf of the Board of
Directors of The Cooper Companies, Inc. (the 'Company') for use at the Annual
Meeting of Stockholders to be held on April 2, 1998 at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY, at 10:00 a.m., and at any
adjournments or postponements thereof. This Proxy Statement and the accompanying
proxy card are first being mailed to stockholders on or about February 19, 1998.

When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions indicated thereon. If a proxy
card is properly executed but no directions are indicated, the shares will be
voted FOR each of the nominees for director as shown on the form of proxy card,
and in accordance with the Directors' recommendations on the other subjects
listed on the proxy. The Board of Directors does not know of any other business
to come before the Annual Meeting. If any other matters should properly come
before the Annual Meeting or any adjournments or postponements thereof for which
specific authority has not been solicited from the stockholders, then, to the
extent permissible by law, the persons voting the proxies will use their
discretionary authority to vote thereon in accordance with their best judgment.
A stockholder who executes and returns the enclosed proxy card may revoke it at
any time prior to its exercise by giving written notice of such revocation to
the Secretary of the Company, by executing a subsequently dated proxy card or by
voting in person at the Annual Meeting. Attendance at the Annual Meeting by a
stockholder who has executed and returned a proxy card does not alone revoke
such proxy.

The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mail, officers, directors
and other employees of the Company, acting on its behalf, may solicit proxies by
telephone, facsimile or personal interview. Also, the Company has retained D.F.
King & Co., Inc. to aid in the solicitation of proxies, for which the Company
will pay a fee of $10,000 plus reasonable expenses. The Company will, at its
expense, request brokers and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of shares held of
record by such persons.

OUTSTANDING STOCK AND VOTING RIGHTS

As of the close of business on February 10, 1998, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 14,850,278 shares of the Company's common stock,
$.10 par value per share (the 'Common Stock'), each of which is entitled to one
vote at the Annual Meeting. Under the Company's By-laws and Delaware law, shares
represented by proxies that reflect abstentions or 'broker non-votes' (i.e.,
shares held by a broker or nominee which are represented at the meeting, but
with respect to which such broker or nominee is not empowered to vote on a
particular proposal) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. Directors will be
elected by the favorable vote of a plurality of the shares of Common Stock
present and entitled to vote, in person or by proxy, at the Annual Meeting.
Abstentions as to the election of directors will not affect the election of the
candidates receiving a plurality of votes. Each of the proposals to approve the
1998 Long Term Incentive Plan and to ratify the appointment of the Company's
independent certified public accountants requires the approval of the majority
of shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on such proposal. Abstentions to these proposals will have the
same effect as votes against them. Shares represented by proxies that reflect
broker non-votes, however, will be

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treated as not entitled to vote for purposes of determining approval of these
proposals and will not have any effect on the outcome of such matters.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's By-laws provide for no fewer than six and no more than eleven
directors, as determined by the Board of Directors, which has fixed the number
of directors to be elected at the 1998 Annual Meeting at eight, each of these
directors to serve until the next Annual Meeting of Stockholders and until his
successor is duly elected and qualified. The Board of Directors recommends that
each of the nominees for director described below be elected to serve as a
director of the Company. All nominees have consented to be named and have
indicated their intention to serve if elected. The Board of Directors does not
expect that any nominee will be unavailable for election or unable to serve. If
any nominee is not available for election or able to serve as a director, the
accompanying proxy will be voted for the election of such other person, if any,
as the Board of Directors may designate.

THE NOMINEES

Each of the nominees currently serves on the Board of Directors.

The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee.

<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
- ----------------------------------------------------------------------------------------------- --- ---------
<S> <C> <C>
A. Thomas Bender............................................................................... 59 1994
Mr. Bender was elected President and Chief Executive Officer of the Company in May 1995.
He had been serving as the Chief Operating Officer of the Company since August 1994, and
as Executive Vice President since March 1994. He served as Acting Chief Operating Officer
of the Company from March 1994 to August 1994, and as Senior Vice President, Operations
from October 1992 to February 1994. He continues to serve as President of CooperVision,
Inc., the Company's contact lens subsidiary, a position he has held since June 1991.
Between 1966 and June 1991, Mr. Bender held a variety of positions at Allergan, Inc. (a
manufacturer of eye and skin care products), including Corporate Senior Vice President,
and President and Chief Operating Officer of Herbert Laboratories, Allergan's dermatology
division.

Michael H. Kalkstein........................................................................... 55 1992
Mr. Kalkstein has been a partner in the law firm of Graham & James LLP since September
1994. He was a partner in the law firm of Berliner Cohen from 1983 through August 1994.
He has been on the Board of Trustees of Opera San Jose since 1984 and served as its
President from 1992 to 1994. Mr. Kalkstein was a member of the Mayor's Task Force on Arts
2020 in San Jose, California and a member of the Governor of California's Special Force
to implement the Agricultural Labor Relations Act.

Moses Marx..................................................................................... 62 1995
Mr. Marx has been a general partner in United Equities Company (a securities brokerage
firm) since 1954 and a general partner in United Equities Commodities Company (a
commodities brokerage firm) since 1972. He is also President of Momar Corp. (an
investment company). Mr. Marx is also a director of Cooper Life Sciences, Inc. ('CLS')
and of BioTechnology General Corp. (a developer and manufacturer of biotechnology
products). He previously served on the Company's Board of Directors from September 1989
to September 1991.
</TABLE>

<PAGE>

Steven Rosenberg............................................................................... 49 1993
Mr. Rosenberg has served as Acting Chairman of the Board of CLS since May 1995, and as
Vice President, Finance and Chief Financial Officer of CLS since 1990. From September
1987 through April 1990, Mr. Rosenberg served as President and Chief Executive Officer of
Scomel Industries Inc. (an international marketing and consulting group). Mr. Rosenberg
is a director of CLS.

Allan E. Rubenstein, M.D....................................................................... 53 1992
Dr. Rubenstein has served as the Chairman of the Board of Directors since July 1994; he
served as Acting Chairman of the Board from April 1993 through June 1994. He is President
of WorldCare Imaging, Inc. (a medical imaging company, providing radiologic equipment to
hospitals and physicians' offices). Dr. Rubenstein is certified by the American Board of
Psychiatry and Neurology and by the American Society for Neuroimaging. He has been on the
faculty of the Department of Neurology at Mt. Sinai School of Medicine in New York City
since 1976, and currently is Associate Professor and Director of the Mt. Sinai
Neurofibromatosis Research and Treatment Center. Dr. Rubenstein has authored two books on
neurofibromatosis and is Medical Director for the National Neurofibromatosis Foundation.

Robert S. Weiss................................................................................ 51 1996
Mr. Weiss has served as the Executive Vice President of the Company since October 1995. He
has been the Treasurer and Chief Financial Officer of the Company since 1989. From
October 1992 until October 1995, he was also a Senior Vice President; from March 1984 to
October 1992 he served as a Vice President, and from 1984 through July 1990 he served as
Corporate Controller.

Stanley Zinberg, M.D........................................................................... 63 1997
Dr. Zinberg is an obstetrician-gynecologist who has been Director of Practice Activities
for the American College of Obstetricians and Gynecologists since January 1994. From 1981
until 1993 he served as Chief, Obstetrics and Gynecology of New York Downtown Hospital,
where from1990 through 1992 he also served as President of the Medical Staff and a member
of the Board of Trustees. He is certified by the American Board of Obstetrics and
Gynecology.
</TABLE>

There are no family relationships between any of the Company's current
directors or executive officers or the Board's proposed nominees. Messrs. Press
and Rosenberg were previously nominated to serve as directors at the request of
CLS, pursuant to a settlement agreement dated June 14, 1993, as amended, which
agreement was terminated on October 29, 1997.

BOARD COMMITTEES, MEETINGS AND COMPENSATION

The Company currently has four active committees of the Board:

(i) The Audit and Finance Committee advises and makes recommendations
to the Board of Directors concerning (a) the appointment of independent
certified public accountants for the Company, (b) matters relating to the
activities of the independent certified public accountants and (c) the
financial, investment and accounting procedures and practices followed by
the Company. The members are Messrs. Rosenberg and Press and Dr. Zinberg.

(ii) The Compensation/Long Term Incentive Plan Committee advises and
makes recommendations to the Board of Directors regarding matters relating
to the compensation of directors, officers and senior

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management, the granting of awards under the Company's 1988 Long Term
Incentive Plan (the 'LTIP') and the Company's other incentive plans. The
members are Messrs. Kalkstein and Press and Dr. Rubenstein.

(iii) The Management Committee consults with and oversees the
activities of the Chief Executive Officer. In addition, the members of the
Committee meet with key operating personnel at quarterly Operations
Meetings. The members are Dr. Rubenstein and Mr. Press.

(iv) The Nominating Committee selects individuals to be nominated for
election to the Company's Board of Directors. The members are Dr.
Rubenstein and Messrs. Marx and Kalkstein. The Nominating Committee will
consider suggestions from stockholders for nominees for election as
directors at the 1999 Annual Meeting provided that such recommendations are
made in accordance with the procedure described below under 'Stockholder
Nominations and Proposals.'

During the fiscal year ended October 31, 1997, the Board met nine times and
acted once by unanimous written consent, the Audit and Finance Committee met
twice, the Compensation/Long Term Incentive Plan Committee met three times and
the Nominating Committee met once. Members of the Management Committee met with
members of senior management three times.

For a description of compensation paid to directors, see 'Executive
Compensation -- Compensation of Directors.'

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information regarding the current executive officers of
the Company who are not also directors:

<TABLE>
<CAPTION>
NAME AGE OFFICE
- ------------------------------------ --- -------------------------------------------------

<S> <C> <C>
Gregory A. Fryling.................. 43 Vice President, Business Development
Carol R. Kaufman.................... 48 Vice President of Legal Affairs, Secretary and
Chief Administrative Officer
Nicholas J. Pichotta................ 53 President and Chief Executive Officer of
CooperSurgical, Inc.
Mark R. Russell..................... 48 President and Chief Executive Officer of Hospital
Group of America, Inc.
Stephen C. Whiteford................ 57 Vice President and Corporate Controller
</TABLE>

Gregory A. Fryling has served as Vice President, Business Development since
January 1993 and has been serving as President of CooperVision Pharmaceuticals,
Inc. since May 1994. He has been an officer of various subsidiaries of the
Company including Vice President and Controller of The Cooper Healthcare Group
from January 1990 through December 1992.

Carol R. Kaufman has served as Vice President and Chief Administrative
Officer since October 1995 and was elected Vice President of Legal Affairs in
March 1996. From January 1989 through September 1995, she served as Vice
President, Secretary, and Chief Administrative Officer of Cooper Development
Company, a healthcare and consumer products company that was a former affiliate
of the Company.

Nicholas J. Pichotta has served as President and Chief Executive Officer of
CooperSurgical, Inc., the Company's women's health care business, since
September 1992. He served as Vice President of the Company from December 1992 to
May 1993, as Vice President, Corporate Development-Healthcare from December 1991
to December 1992 and as President of CooperVision, Inc. from November 1990 to
June 1991.

Mark R. Russell has served as the President and Chief Executive Officer of
Hospital Group of America, Inc. ('HGA'), the Company's psychiatric services
business, since June 1993 and as Executive Vice President and Chief Operating
Officer of HGA from January 1987 until June 1993.

Stephen C. Whiteford has served as Vice President and Corporate Controller
since July 1992. He served as Assistant Corporate Controller from March 1988 to
July 1992 and held a variety of financial positions at the Company and at Cooper
Laboratories, Inc. (the Company's former parent) and its subsidiaries since
1975.

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<PAGE>
There is no family relationship between any of the above-named officers or
between any such officer and any director of the Company.

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Company's executive officers (as defined),
directors and persons owning more than ten percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership of all equity and derivative securities of the Company with the
Securities and Exchange Commission (the 'SEC'), the New York Stock Exchange,
Inc. ('NYSE') and the Pacific Exchange, Inc. ('PCX'). SEC regulations also
require that a copy of all such Section 16(a) forms filed be furnished to the
Company by its officers, directors and greater than ten-percent stockholders.

Based solely on a review of the copies of such forms and amendments thereto
received by the Company, or on written representations from the Company's
officers and directors that no Forms 5 were required to be filed, the Company
believes that during fiscal 1997 all Section 16(a) filing requirements
applicable to its officers, directors and beneficial owners of more than ten
percent of any class of its equity securities were met.

SECURITIES HELD BY MANAGEMENT

The following table sets forth information regarding ownership of the
Company's Common Stock by each of its current directors, the individuals named
in the Summary Compensation Table and by all of the current directors and
executive officers as a group.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
JANUARY 31, 1998
--------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
- ------------------------------------------------------------------------ --------- ----------

<S> <C> <C>
A. Thomas Bender........................................................ 166,747(1) 1.1%
Michael H. Kalkstein.................................................... 15,746(2) *
Carol R. Kaufman........................................................ 37,333(3) *
Moses Marx.............................................................. 185,049(2)(4) 1.2%
Nicholas J. Pichotta.................................................... 30,000(5) *
Donald Press............................................................ 19,446(2) *
Steven Rosenberg........................................................ 11,913(2) *
Allan E. Rubenstein..................................................... 10,624(6) *
Mark R. Russell......................................................... 44,937(7) *
Robert S. Weiss......................................................... 112,999(8) *
Stanley Zinberg......................................................... 2,677(9) *
All current directors and executive officers as a group (13 persons).... 723,390 4.8%
</TABLE>

- ------------------

* Less than 1%.

(1) Includes 133,667 shares which could be acquired upon the exercise of
presently exercisable stock options.

(2) Includes 210 shares which each of Messrs. Kalkstein, Marx, Press and
Rosenberg purchased pursuant to the 1996 Long Term Incentive Plan for
Non-Employee Directors (the '1996 LTIP'). Each such person has sole voting
power with respect to those 210 shares; however, disposition is restricted
pursuant to the terms of the 1996 LTIP. Also includes 8,333 shares which
each of them could acquire upon the exercise of presently exercisable stock
options.

(3) Includes 32,000 shares which Ms. Kaufman could acquire upon the exercise of
presently exercisable stock options.

(4) Does not include 4,133 shares of Common Stock owned by CLS. Mr. Marx is a
director of CLS and also the majority stockholder of that company.

(5) Represents 30,000 shares which Mr. Pichotta could acquire upon the exercise
of presently exercisable stock options.

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<PAGE>
(6) Includes 262 shares which Dr. Rubenstein purchased in January 1998 pursuant
to the terms of the 1996 LTIP. Dr. Rubenstein has sole voting power with
respect to those shares; however, disposition is restricted pursuant to the
terms of the 1996 LTIP. Also includes 4,167 shares which Dr. Rubenstein
could acquire upon the exercise of presently exercisable stock options.

(7) Includes 31,280 shares which Mr. Russell could acquire upon the exercise of
presently exercisable stock options.

(8) Includes 2,554 shares held on account for Mr. Weiss under the Company's
401(k) Savings Plan and 62,334 shares which he could acquire upon the
exercise of presently exercisable stock options.

(9) Includes 210 shares which Dr. Zinberg purchased pursuant to the terms of
the 1996 LTIP. Dr. Zinberg has sole voting power with respect to those 210
shares; however, disposition is restricted pursuant to the terms of the
1996 LTIP. Also includes 2,222 shares which Dr. Zinberg could acquire upon
the exercise of presently exercisable stock options.

PRINCIPAL SECURITYHOLDERS

The following table sets forth information regarding ownership of
outstanding shares of the Company's Common Stock by those individuals or groups
who have advised the Company that they own more than five percent (5%) of such
outstanding shares.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
AS OF DECEMBER 31, 1997
-------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
- ----------------------------------------------------------------------- --------- ----------

<S> <C> <C>
FMR Corporation ....................................................... 738,600(1) 5%
62 Devonshire Street
Boston, MA 02109

Montgomery Asset Management, LLC ...................................... 717,980(2) 5.5%
101 California Street
San Francisco, CA 94111

Putnam Investments, Inc ............................................... 1,517,043(3) 10%
One Post Office Square
Boston, MA 02109
</TABLE>

- ------------------

(1) Reported as of December 31, 1997 in Amendment #2 to its Schedule 13G dated
January 10, 1998.

(2) Reported as of December 31, 1997 in its Schedule 13G dated January 30, 1998.

(3) Reported as of December 31, 1997 in its Schedule 13G dated January 16, 1998.

<PAGE>

<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below shows compensation paid in or with respect to each of the
last three fiscal years to the individual who served as the Company's Chief
Executive Officer for fiscal 1997, and to each of the persons who were, for the
fiscal year ended October 31, 1997, the four other most highly compensated
executive officers of the Company or its subsidiaries.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------- --------------------------------------
AWARDS
--------------------------- PAYOUTS
RESTRICTED SECURITIES --------
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS/SARs PAYOUTS COMPENSATION
- -------------------------- ---- -------- -------- ------------- ---------- ------------ -------- ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Thomas Bender (1) ..... 1997 $333,700 $270,297 -0- -0- 32,611 $ 60,966 $ 2,250(3)
President and Chief 1996 $317,810 $230,412 -0- $ 26,608 199,111 $ 64,763 $ 1,800(3)
Executive Officer 1995 $300,000 $187,500 -0- $ 36,114 36,111 $ 34,444 $ 900(3)

Carol R.Kaufman (2) ...... 1997 $168,000 $108,864 -0- -0- 14,000 -0- $ 716(4)
Vice President of Legal 1996 $160,000 $ 92,800 -0- -0- 8,000 -0- $ 587(7)
Affairs, Secretary and 1995 $ 11,574 -0- -0- -0- 10,000 -0- $ 200(6)
Chief Administrative
Officer

Nicholas J. Pichotta ..... 1997 $200,000 $111,200 -0- -0- 15,000 $ 60,966 $ 1,174(4)
President and CEO of 1996 $190,000 $ 98,800 -0- $ 26,608 10,000 $ 64,763 $ 1,016(7)
CooperSurgical, Inc. 1995 $190,000 $ 95,000 -0- $ 36,114 5,000 $ 34,444 $ 1,006(7)

Mark R. Russell .......... 1997 $262,500 $180,989 -0- -0- 14,000 $ 60,966 $ 1,866(4)
President and CEO of 1996 $250,000 $176,400 -0- $ 26,608 10,000 $ 64,763 $ 49,842(5)(7)
Hospital Group of 1995 $250,000 $ 23,750 -0- $ 36,114 5,000 $ 34,444 $ 1,766(7)
America, Inc.

Robert S. Weiss .......... 1997 $239,100 $154,937 -0- -0- 19,000 -0- $ 1,408(4)
Executive Vice 1996 $227,700 $132,066 -0- $ 79,853 127,000 -0- $ 1,235(7)
President, Treasurer and 1995 $218,500 $109,250 -0- $108,332 15,000 $103,333 $ 786(7)
CFO
</TABLE>

- ------------------

(1) Mr. Bender assumed the position of President and Chief Executive Officer in
May 1995. Previously, he served as Executive Vice President and Chief
Operating Officer.

(2) Ms. Kaufman assumed the position of Vice President and Chief Administrative
Officer in October 1995. She was elected Vice President of Legal Affairs and
Secretary in March 1996.

(3) Consists of income associated with life insurance coverage.

(4) Consists of a $300 contribution by the Company to a 401(k) account and
income associated with life insurance coverage.

(5) Includes $48,076 paid for accrued vacation.

(6) Consists of a $200 contribution by the Company to a 401(k) account.

(7) Consists of a $200 contribution by the Company to a 401(k) account and
income associated with life insurance coverage.

<PAGE>

<PAGE>
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1997

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
TOTAL OPTIONS OF STOCK PRICE APPRECIATION
GRANTED TO FOR OPTION TERM (3)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5%($) 10%($)
- --------------------------------- ------ ------------- -------------- ---------- ------------ ------------

<S> <C> <C> <C> <C> <C> <C>
A. Thomas Bender................. 21,500(1) 10.2% $35.09 10/29/07 $ 508,518 $ 1,256,607
11,111(2) 5.3% $21.00 03/25/07 $ 146,741 $ 371,870
Carol R. Kaufman................. 14,000(1) 6.6% $35.09 10/29/07 $ 331,128 $ 818,256
Nicholas J. Pichotta............. 15,000(1) 7.1% $35.09 10/29/07 $ 354,780 $ 876,703
Mark R. Russell.................. 14,000(1) 6.6% $35.09 10/29/07 $ 331,128 $ 818,256
Robert S. Weiss.................. 19,000(1) 9.0% $35.09 10/29/07 $ 449,388 $ 1,110,490
All Stockholders as a
Group.......................... N/A N/A N/A N/A $381,605,653(4) $967,063,648(4)
</TABLE>

(1) The option became exercisable when the average of the closing prices of a
share of the Company's Common Stock on the NYSE during 30 consecutive
calendar days following the date of grant equaled $42.11.

(2) Mr. Bender's 11,111 share option was granted pursuant to a prior agreement
providing that the option would become exercisable based on achievement of
the following two tests that were met on the date of grant: (a) as of March
25, 1997 Mr. Bender held the position as the Chief Executive Officer of the
Company and (b) the price of the Company's Common Stock reached a specified
level.

(3) The dollar amounts under these columns are the results of calculations at
the 5% and 10% annual appreciation rates set by the SEC for illustrative
purposes and are not intended to forecast future financial performance or
possible future appreciation, if any, in the price of the Company's Common
Stock. Stockholders are, therefore, cautioned against drawing any
conclusions from the appreciation data shown, aside from the fact that
optionees will only realize value from option grants if the price of the
Company's Common Stock appreciates, which would benefit all stockholders
commensurately.

(4) Assumes a base market capitalization of $605,000,000, computed on the basis
of the number of shares outstanding and the average of the high and the low
trading price of the Company's Common Stock on December 31, 1997.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1997 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END FISCAL YEAR END
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------- --------------- -------------- --------------------------- ------------------------
<S> <C> <C> <C> <C>
A. Thomas Bender........... -0- -0- 111,667/189,500 $3,014,916/$2,012,503
Carol R. Kaufman........... -0- -0- 18,000/14,000 $448,350/$7,490
Nicholas J. Pichotta....... -0- -0- 15,000/15,000 $354,975/$8,025
Mark R. Russell............ 5,000 $76,850 17,280/14,000 $458,370/$7,490
Robert S. Weiss............ -0- -0- 43,334/131,000 $1,120,669/$1,344,165
</TABLE>

RETIREMENT INCOME PLAN

The Company's Retirement Income Plan was adopted in December 1983. All
employees of the Company and certain of its subsidiaries who work at least 1,000
hours per year are covered by the plan. For services performed after December
31, 1988, members are entitled to an annual retirement benefit equal to .6% of
base annual compensation up to $10,000 and 1.2% of base annual compensation
which exceeds $10,000 but is not in excess of the applicable annual maximum
compensation permitted to be taken into account under Internal Revenue Service
guidelines for each year of service. For service prior to January 1, 1989,
members are entitled to an annual retirement benefit equal to .75% of base
annual compensation up to the Social Security Wage Base in effect that year and
1.5% of base annual compensation in excess of the Social Security Wage Base for
each year of service.

The estimated annual benefits payable under this plan upon retirement (at
the normal retirement age of 65) for Messrs. Bender, Pichotta, Weiss and Ms.
Kaufman are approximately $22,000, $38,000, $55,000, and $35,000, respectively.
Mr. Russell is not a participant in the plan.

<PAGE>

<PAGE>
CONTRACTS

The Company is a party to employment agreements with Nicholas J. Pichotta,
and Robert S. Weiss. CooperVision, Inc., one of the Company's subsidiaries, is a
party to an agreement with A. Thomas Bender. Hospital Group of America, Inc.,
another subsidiary, is a party to an agreement with Mark R. Russell. Each
agreement provides that employment shall continue until terminated, except the
agreement with Mr. Russell, which expires on July 1, 1999. Compensation paid
under these agreements and awards under the Company's LTIP are set forth in the
foregoing tables. Subject to the amendments described below with respect to Mr.
Bender, if (i) the Company or relevant subsidiary terminates the employee
without Cause or (ii) the employee terminates his employment for Good Reason or
following a Change in Control (as each term is defined in the relevant
agreement), the Company or the relevant subsidiary will pay Mr. Bender 200% and
each of Messrs. Russell and Weiss 150% of his annual base salary (such
percentage to be reduced to 100% for Mr. Weiss if the termination arises out of
a Change in Control) and will pay Mr. Pichotta 100% of his annual base salary
(except that in certain circumstances following a Change in Control such payment
could increase to 150% of his annual base salary). In addition, Messrs. Bender,
Pichotta and Weiss would continue to participate in the Company's or the
relevant subsidiary's various insurance plans for a period of up to 24 months,
24 months and 18 months, respectively, and to receive a pro-rata share of any
amounts that would have been payable to him under the Company's Incentive
Payment Plan (or any comparable plan then in effect) based on the number of
months he served during the fiscal year in which the termination occurs. Each of
those individuals would also become fully vested in all benefits due under the
Retirement Income Plan. The agreement between the Company and Mr. Weiss has been
guaranteed by CooperVision, Inc.

Mr. Bender's employment agreement was amended most recently in May 1995 in
connection with his assumption of additional responsibilities. Among other
items, the amended agreement provides that if Mr. Bender is asked, at any time,
to relinquish the position of Chief Executive Officer of the Company, such
relinquishment will not entitle Mr. Bender to terminate his employment for Good
Reason and will not constitute a termination under the agreement so long as Mr.
Bender remains in the position of President of CooperVision, Inc.

Under the Company's LTIP, upon the occurrence of a Change in Control or
upon the occurrence of a Potential Change in Control (as such terms are defined
in the LTIP), restrictions will be removed from restricted shares, options will
become exercisable and, unless otherwise determined by the Compensation/LTIP
Committee of the Board of Directors prior to any Change in Control, the value of
all outstanding stock options will be cashed out on the basis of the Change in
Control Price (as defined in the LTIP) as of the date such Change in Control or
Potential Change in Control is determined to have occurred. On January 16, 1995,
the Board of Directors amended the LTIP to provide that, with certain
exceptions, the occurrence of a Change in Control or a Potential Change in
Control would have no effect on any awards made under the LTIP subsequent to
December 19, 1994.

Messrs. Bender, Pichotta, Russell and Weiss were participants in the
Company's Turn-Around Incentive Plan ('TIP'), a plan adopted in May 1993 to
recognize the special efforts of certain individuals in guiding the Company
through certain difficulties that existed at that time related to the Company's
then capital structure and its former ownership of companies that manufactured
and distributed breast implants. In May 1994 participants received an aggregate
payment of cash and shares of restricted stock from which all restrictions were
removed in May 1996. In August 1995 participants received an additional payment
of cash and shares of restricted stock. Restrictions from one half of these
shares were removed in August 1996 and the restrictions on the balance of the
shares were removed in August 1997. All provisions of the TIP have been met and
all required payments have been made to the participants.

COMPENSATION OF DIRECTORS

Employees of the Company who are also directors receive no additional
compensation. Each director who is not also an employee of the Company (a
'Non-Employee Director') receives a stipend of $22,500 per annum, unless such
director is Chairman of the Board, in which case the stipend is $28,125 per
annum. Each Non-Employee Director serving as a chairman of a committee of the
Board receives an additional stipend of $1,000 per annum. Each Non-Employee
Director receives meeting fees ranging from $125 to $1,000 per meeting,
depending on duration, and up to $1,000 per day for other days substantially
spent on affairs of the Company.

In addition, each November the Non-Employee Directors of the Company
receive restricted stock having a fair market value (determined according to a
formula contained in the 1996 LTIP) of $7,500 ($9,375 in the case of a
Non-Employee Chairman of the Board) and an option to purchase shares of stock,
with an exercise price equal to 100% of the fair market value of the Common
Stock of the Company on the date of grant. The options

<PAGE>

<PAGE>
granted in November 1997 entitled each Non-Employee Director to purchase up to
5,000 shares of the Company's Common Stock (6,250 shares in the case of the
Non-Employee Chairman of the Board). Restrictions will generally not be removed
from the restricted stock until its fair market value appreciates 20% from the
date of grant or five years have passed; the options generally will not become
exercisable until the fair market value of the Common Stock appreciates 20% from
the date of grant or five years have elapsed from the date of grant.

REPORT OF THE COMPENSATION COMMITTEE

In accordance with the rules and regulations of the SEC, the following
report of the Compensation/Long Term Incentive Plan Committee (the 'Committee')
and the performance graph appearing immediately thereafter shall not be deemed
to be 'soliciting material' or to be 'filed' with the SEC or subject to
Regulations 14A or 14C of the Exchange Act, or to the liabilities of Section 18
of the Exchange Act and shall not be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
notwithstanding any general incorporation by reference of this Proxy Statement
into any other filed document.

SCOPE OF THE COMMITTEE; MEMBERS

The Committee is composed of three outside directors: Dr. Rubenstein and
Messrs. Kalkstein and Press.

The charter of the Committee provides that the Committee will review and
approve all aspects of the compensation paid to the Company's Chief Executive
Officer and the four other most highly paid executive officers, all salaries and
salary increases for executives whose annual base salary is $200,000 or greater
and all agreements providing for the payment of benefits following a change in
control of the Company or severance following a termination of employment. The
charter also calls for the Committee to review and approve the terms of each
incentive compensation and bonus program in effect and the aggregate amounts
which can be awarded thereunder each year. The members of the Committee also
administer the Company's LTIP.

EXECUTIVE COMPENSATION FOR FISCAL 1997

The Committee's philosophy regarding compensation of the executive officers
recognizes the need to honor existing employment agreements and the belief that
executives should be compensated at competitive levels that are sufficient in
order to attract and retain highly talented employees. Inherent in the
compensation philosophy is the emphasis on performance-based compensation.

In keeping with the goal of enhancing the Company's profitability and
continuing to build stockholder value, the Company's long-term compensation
programs are designed to reward growth in stockholder value, as well as to
reward long-term service to the Company. The value of awards under such plans is
primarily dependent upon increases in the price of the Company's Common Stock
over a period of up to ten years. Generally, the plans require employees to
remain employed by the Company throughout the period in order to receive their
awards.

The level of annual compensation for individual executive officers are
based upon a number of factors. The Committee took into account a combination of
the individual executive officer's performance and the performance of the
Company and the individual business for which such person was responsible, the
scope of such person's responsibility, and the current compensation package in
place for that officer. The Committee also reviewed compensation surveys and
other published compensation data covering the healthcare industry, and industry
in general, to assess whether the salary ranges in place for its executive
officers are competitive. Increases in an executive's annual base salary are
dependent on such person's performance, company-wide or a particular
subsidiary's financial results and on general levels of wage and price
inflation.

In making awards under the 1997 Incentive Payment Plan (the 'IPP'), primary
consideration was given to the performance of the Company or the subsidiary for
which the executive officer worked. Participation levels under the Company's
1997 IPP were set at percentages of base salaries previously assigned to
designated positions within the corporate structure, modified to reflect the
recommendations of the Company's Chief Executive Officer. IPP awards are paid
with respect to each fiscal year when the operating businesses, or the parent
Company, as a consolidated entity (depending upon the executive's employer) meet
specified performance targets. In fiscal 1997 performance targets for executives
employed by an operating subsidiary were tied to the attainment by that business
of specified levels of net revenue, operating income and cash flow. For
executives employed by the parent Company, performance targets were tied to the
attainment of certain levels of consolidated net revenue, net income and cash
flow. In addition, a portion of each individual's award can be granted on a
discretionary basis by his or her division head or the Chief Executive Officer,
or in the case of the five most highly paid executive officers, by the
Committee, following an assessment of each individual's performance.

<PAGE>

<PAGE>
Long term incentive rewards are made under the Company's LTIP, based on
recommendations submitted to the Committee by the Company's Chief Executive
Officer. In fiscal 1997, awards consisted of grants of stock options having
exercise prices equal to 100% of the fair market value of the Company's Common
Stock on the date of grant. The future value of these options is directly linked
to increases in the price of the Company's Common Stock, thereby linking
long-term compensation to increased stockholder value and continuing service to
the Company.

In keeping with the Committee's philosophy of linking executive rewards to
the continued enhancement of stockholder value and the desire to ensure the
retention of key senior executives, during 1996 the Committee approved a special
grant of performance-based stock options to Messrs. Bender and Weiss. These
grants were issued in recognition of their significant achievements in returning
the Company to profitability and financial health and to reinforce management's
focus on the long-term success of the organization. This special grant was
designed to reward successful efforts by these two key executives in achieving
exceptional profitability for the Company as reflected in increased share value
and to provide rewards to these executives only to the extent they were
successful in achieving a significant increase in the market value of the
Company within narrowly defined time periods and were also conditioned on
continued employment. The Committee worked with a nationally recognized
compensation and benefits consulting firm to ensure the design would effectively
link superior rewards with extraordinary performance. The exercise price for
these special options was set at a significant premium above the market value of
the Company's Common Stock at date of grant ($11.75 at July 9, 1996), ensuring
no gain would be provided to these executives unless and until the stock price
increased above the stipulated hurdles. These options were granted in four
tranches, each of which was to be triggered only if the targeted price was
attained within the allotted time frame. Once the targeted stock price was
reached, the average trading price had to equal or exceed the target price for a
period of 30 consecutive calendar days thereafter and the corresponding options
became exercisable two years hence, subject to certain restrictions on each
recipient's continued employment. Due to exceptional performance in 1997, the
targeted price for the four tranches of each grant was met, and the underlying
options will become exercisable at specified dates in 1999. Concurrently, the
Company's market value increased by $358 million to $530 million at October 31,
1997. The Committee believes this unique grant served to further align the
interests of the Company's senior management with the interests of stockholders
and reflects the Company's emphasis on continued financial success.

CEO COMPENSATION FOR FISCAL 1997

Mr. Bender's $333,700 base salary represents his salary for serving as the
Company's President and CEO and for serving as the President of CooperVision.

Mr. Bender's 1997 bonus consisted of $270,297 paid under the IPP. Mr.
Bender was eligible to participate in the IPP at a level equal to 50% of the
$333,700 salary paid to him in fiscal 1997, with such level subject to increase
in the event that certain specified financial targets were exceeded. The
determination of Mr. Bender's actual IPP payment depended upon both the
Company's ability to meet targeted net revenue, income and cash flow levels and
on the Committee's discretion. Net revenue, income and cash flow in fiscal 1997
each exceeded the Company's budget, thereby entitling Mr. Bender to a bonus of
$145,160 based solely on the Company's financial performance. An additional
$125,137 was awarded to Mr. Bender by the Committee under the discretionary
component of the IPP based on its belief that Mr. Bender's performance in fiscal
1997 contributed to significant growth in market value of the Company, and
substantial overall improvement in each of the Company's operations. During the
year, the market capitalization of the Company improved 208% from approximately
$172 million at October 31, 1996 to approximately $530 million at October 31,
1997.

TAX CONSIDERATIONS

The Committee has not yet adopted a policy with respect to qualification of
executive compensation in excess of $1 million per individual for deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder and does not anticipate that the compensation of any
executive officer during 1998 will exceed the limits for deductibility. In
structuring the Company's compensation programs and determining a policy for
future periods, the Committee would expect to consider all relevant factors,
including the Company's strategic goals, taking into consideration competitive
practice and market conditions, the Company's tax position and the materiality
of the amounts likely to be involved.

THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
MICHAEL H. KALKSTEIN
DONALD PRESS
ALLAN E. RUBENSTEIN, M.D.

<PAGE>

<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company's
Common Stock with the cumulative total return of the Standard & Poor's 500 Stock
Index, Standard & Poor's SmallCap 600 Stock Index (in which the Company is now
included) and the Standard & Poor's Medical Products & Supplies Index for the
five-year period ended October 31, 1997. The graph assumes that the value of the
investment in the Company and in each index was $100 on October 31, 1992 and
assumes that all dividends were reinvested.

COMPARISON OF 5-YEAR CUMULATIVE RETURN

<TABLE>
<CAPTION>
THE COOPER S&P S&P S&P
COMPANIES, INC. 500 SMALLCAP 600 HEALTH CARE
--------------- --- ------------ -----------

<PAGE>

<PAGE>
PROPOSAL 2 -- ADOPTION OF THE COMPANY'S 1998 LONG-TERM INCENTIVE PLAN

GENERAL

On December 15, 1997, the Company's Board of Directors adopted the 1998
Long Term Incentive Plan (the '1998 LTIP' or the 'Plan'), subject to the
approval of such plan by the stockholders of the Company. The 1998 LTIP
generally provides for awards under substantially the same terms as the
Company's 1988 Long Term Incentive Plan, which expires on September 14, 1998. A
copy of the 1998 LTIP is attached as Exhibit A.

The 1998 LTIP provides for grants of stock options intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code. The
Board of Directors believes that the 1998 LTIP, by permitting continued
flexibility in the granting of stock options, stock appreciation rights,
restricted or deferred stock awards, stock purchase rights, phantom stock units
and long term performance awards, will provide the Company with sufficient
equity award opportunities to continue to attract, retain and motivate key
employees of the Company and its subsidiaries and affiliates, and will enable
the Company to provide incentives to such key employees that are directly linked
to the profitability of the Company's business and increased stockholder value.

If approved, the 1998 LTIP would authorize the Committee (as defined under
'Summary of 1998 Long Term Incentive Plan -- Eligibility' below) to grant to
eligible participants of the Company and its subsidiaries and affiliates, during
a period of five years, stock options, stock appreciation rights, restricted
stock, deferred stock, stock purchase rights, phantom stock units (a right to
receive from the Company in cash an amount equal to 100% of the Fair Market
Value of a share of stock) and long term performance awards for up to 1,000,000
shares of Common Stock, subject to adjustment for future stock splits, stock
dividends and similar events. Options, awards and other grants under the 1998
LTIP which expire unexercised or are forfeited are not counted in applying the
aggregate share authorization described above. As used herein, the term 'Fair
Market Value' means, as of any given date, unless otherwise determined by the
Committee in good faith, the mean between the highest and lowest quoted selling
price, regular way, of the Common Stock on the NYSE or, if no such sale of
Common Stock occurs on the NYSE on such date and the NYSE is open for trading on
such day, the Fair Market Value of the Common Stock as determined by the
Committee in good faith.

SUMMARY OF 1998 LONG TERM INCENTIVE PLAN

The full text of the 1998 LTIP is set forth in the attached Exhibit A. The
following general description of certain features of the 1998 LTIP is qualified
in its entirety by reference to the 1998 LTIP.

Eligibility. Officers, consultants and other key employees of the Company
and its subsidiaries and affiliates (but excluding members of the Committee and
any person who serves only as a director) who are responsible for or contribute
to the management, growth and/or profitability of the business of the Company
and/or its subsidiaries and affiliates are eligible to be granted stock options,
stock appreciation rights, restricted or deferred stock awards, stock purchase
rights, phantom stock units or long term performance awards under the 1998 LTIP.

Administration. The 1998 LTIP is administered by the Board of Directors or,
if the Board delegates its power and authority to administer the plan to a
committee of the Board, such committee. Any such committee shall consist solely
of two or more directors appointed by and holding office at the pleasure of the
Board, each of whom is a 'Non-Employee Director' of the Company, as defined in
Rule 16b-3 under the Exchange Act. As used herein, the term 'the Committee' will
refer to the above described committee or to the Board of Directors, as the case
may be.

The Committee has full power to select, from among the officers,
consultants and other key employees eligible for awards, the individuals to whom
awards will be granted, to make any combination of awards to any participants
and to determine the specific terms of each grant, subject to the provisions of
the 1998 LTIP.

Stock Options. The 1998 LTIP permits the granting of stock options that
either qualify as incentive stock options under Section 422(b) of the Internal
Revenue Code ('Incentive Stock Options' or 'ISOs') or do not so qualify
('Non-Qualified Stock Options' or 'NQSOs'). The option exercise price for each
share covered by an option shall be determined by the Committee, but shall be at
least 100% of the Fair Market Value of a share of Common Stock as of the date of
grant in the case of ISOs or at least 85% of the Fair Market Value as of the
date of grant in the case of NQSOs.

<PAGE>

<PAGE>
The term of each option will be fixed by the Committee but may not exceed
ten years from the date of grant. The Committee will determine at what time or
times each option may be exercised. Options may be made exercisable in
installments, and the exercisability of options may be accelerated by the
Committee.

The option exercise price of options granted under the 1998 LTIP must be
paid in full by check or other instrument acceptable to the Committee or, if the
Committee so determines, by delivery of Common Stock, valued at Fair Market
Value on the exercise date.

Under the 1998 LTIP, in the event of termination of employment or an
optionee's consultancy by reason of normal retirement at or after age 65,
approved early retirement, long-term disability or death, an option may
thereafter be exercised (to the extent it was then exercisable) for a period of
three years (or such shorter period as the Committee shall determine at grant),
subject to the stated term of the option. If an optionee's employment or
consultancy is terminated by reason of normal retirement at or after age 65,
approved early retirement or long-term disability and thereafter dies while the
option is still exercisable, the option will in general be exercisable for
twelve months (or such shorter period as the Committee shall determine at grant)
following death, subject to the stated term of the option. The Committee may at
or after the grant date provide for acceleration of the exercisability of
options upon termination of employment or consultancy by reason of normal
retirement, approved early retirement, disability or death.

If an optionee's employment or consultancy terminates for any reason other
than normal retirement at or after age 65, approved early retirement, disability
or death, his options will thereupon terminate, except that if an optionee's
employment is involuntarily terminated without Cause as defined in the 1998
LTIP, his options may be exercised, to the extent then exercisable, for three
months (unless otherwise determined by the Committee) following termination,
subject to the stated term of the option.

The 1998 LTIP also permits the Committee (i) at any time to offer to buy
out for a payment in cash, Common Stock, deferred Common Stock or restricted
Common Stock an option previously granted, based on such terms and conditions as
the Committee shall establish and communicate to the optionee at the time that
such offer is made and (ii) if the option agreement so provides, to settle the
spread value of an option, upon its exercise, in the form of deferred Common
Stock or restricted Common Stock.

To qualify as ISOs, options must meet additional Federal tax requirements.
Under current law these requirements include limits on the value of ISOs that
become exercisable annually with respect to any optionee, and a shorter exercise
period and a higher minimum exercise price in the case of certain large
stockholders.

Stock Appreciation Rights. The Committee may also grant non-transferable
stock appreciation rights ('SARs') separately or in conjunction with options. An
SAR granted in association with an option will entitle the holder upon exercise
to receive an amount in any combination of cash or Common Stock (as determined
by the Committee) equal in value to the excess of the Fair Market Value of the
shares covered by such right over the aggregate exercise price of the related
option for such shares. An SAR awarded with no associated option will entitle
the holder upon exercise to receive an amount in cash equal in value to the
excess, if any, of the Fair Market Value of a number of shares specified in the
award at the date of exercise of the SAR over the Fair Market Value of such
number of shares at the date of grant of the SAR. Each SAR granted in
association with an option will terminate upon the termination or exercise of
the related option and the exercise of an SAR will result in the cancellation of
the related option.

Restricted Stock. The Committee may award shares of restricted Common Stock
subject to certain conditions set forth in the 1998 LTIP and such other
conditions and restrictions as the Committee may determine which may include the
attainment of performance goals and the payment of a purchase price which shall
be equal to or greater than par value. Prior to the lapse of restrictions on
shares of restricted Common Stock, the participant will have all rights of a
stockholder with respect to the shares, including voting and dividend rights,
subject to the conditions and restrictions generally applicable to restricted
Common Stock or specifically set forth in the participant's restricted stock
award agreement. A recipient of restricted Common Stock must enter into a
restricted stock award agreement with the Company, in such form as the Committee
determines, setting forth the restrictions to which the shares are subject and
the date or dates on which the restrictions will lapse. The Committee may permit
such restrictions to lapse in installments within the restricted period or may
accelerate the removal of restrictions or waive such restrictions at any time.

Shares of restricted Common Stock are non-transferable and if a participant
who holds shares of restricted Common Stock terminates employment or his
consultancy for any reason (including death) prior to the lapse or

<PAGE>

<PAGE>
waiver of the restrictions, the Company, subject to the terms of the restricted
stock award agreement, will have the right to require the forfeiture of the
shares in exchange for the amount which the participant paid for them.

Deferred Stock. The Committee may make deferred stock awards under the 1998
LTIP. These are nontransferable awards entitling the recipient to receive shares
of Common Stock without any payment in cash or property in one or more
installments at a future date or dates, as determined by the Committee. Receipt
of deferred stock may be conditioned on such matters as the Committee shall
determine, including continued employment or providing future consulting
services or attainment of performance goals.

A recipient of a deferred stock award must enter into an agreement setting
forth the applicable provisions for deferral of the shares of Common Stock
covered by such award, as determined by the Committee. Except as otherwise
determined by the Committee, all such rights will terminate upon the
participant's termination of employment or consultancy. Any deferral
restrictions under a deferred stock award may be accelerated or waived by the
Committee at any time prior to termination of employment or consultancy. The
Committee may permit participants to further defer receipt of a deferred stock
award. Recipients of deferred stock awards will be entitled to receive dividend
equivalents, subject to the terms of the award agreement.

Stock Purchase Rights. The Committee may grant participants stock purchase
rights to purchase stock (including restricted or deferred Common Stock) at a
price equal to 50% or 100% of its Fair Market Value, 100% of its book value or
100% of its par value for limited periods of up to 90 days.

In connection with stock purchase rights granted under the 1998 LTIP, the
Committee may authorize loans from the Company to the participant for up to 90%
of the purchase price. Loans, including extensions, may be for up to ten years
and may be with or without recourse against the participant in the event of
default. The Committee may require the participant to pledge the purchased stock
or other property as security for the loan. Each loan shall be subject to such
terms and conditions and shall bear such rate of interest as the Committee shall
determine. Loans may be made at any time, subject to such limitations as the
Committee shall prescribe.

Long Term Performance Awards. The Committee may also grant long term
performance awards under the 1998 LTIP. Such awards shall be based on corporate,
business unit and/or individual performance over designated periods
('Performance Periods') of at least two years. Performance objectives may vary
from participant to participant, group to group, and period to period.

Unless otherwise determined by the Committee, long term performance awards
will generally be paid out on a prorated basis in the event of termination due
to retirement at or after age 65 or approved early retirement, death or
disability and will be forfeited in the event of other types of termination.
Long term performance awards will be payable in cash or stock (including
restricted or deferred Common Stock).

Phantom Stock Units. The Committee may grant non-transferable phantom stock
units, subject to such conditions as the Committee shall determine, entitling
the holder, upon surrender of the units to the Company, to receive an amount of
cash equal to 100% of the Fair Market Value of a number of shares of Common
Stock specified in the award. Recipients will be entitled to receive dividend
equivalents, subject to the terms of the award.

Dividends and Deferrals under the 1998 LTIP. The Committee may require or
permit the immediate payment, or the deferral and deemed reinvestment, of (i)
dividends paid on awards under the 1998 LTIP and (ii) amounts equal to dividends
which would have been paid if shares subject to an award had been outstanding.
It may also permit participants to make elections to defer receipt of benefits
under the 1998 LTIP. The Committee may also provide for amounts deferred under
the 1998 LTIP to be treated as being invested in interest bearing obligations or
in property, on such terms as the Committee may determine.

'Unfunded' Status of 1998 LTIP. A participant in the 1998 LTIP will have no
rights under the 1998 LTIP greater than those of a general creditor of the
Company. The Committee may authorize the creation of trusts and other
arrangements to facilitate or ensure payment of the Company's obligations under
the 1998 LTIP, provided that such trusts and arrangements are consistent with
the 'unfunded' status of the Plan (unless the Committee otherwise determines
with the consent of the participant).

Adjustment for Stock Dividends, Mergers, etc. The Committee is authorized
to make appropriate substitution or adjustments in connection with outstanding
awards under the 1998 LTIP in the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split or similar event.
In addition, in the event of any merger or other corporate transaction or event
which results in shares of Common Stock being

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purchased for cash, or being exchanged for or converted into cash or the right
to receive cash, the Committee, in its sole discretion, and on such terms and
conditions as it deems appropriate, may provide that any outstanding award under
the 1998 LTIP shall be converted into the right to receive an amount of cash
equal to the amount of cash, if any, that would have been received, in the event
of such merger or corporate transaction or event, if such award had been fully
exercisable or payable, or vested and had been exercised or paid immediately
prior to such merger or other corporate transaction or event to the extent of
the cash value thereof, and, upon such conversion, such award (including any
such award which under the terms of such merger or other corporate transaction
or event, would have no cash value) shall be cancelled.

Amendment and Termination. The Board may amend, alter or discontinue the
1998 LTIP at any time, but such amendment, alteration or discontinuation shall
not adversely affect any outstanding award without the consent of each affected
participant; provided, however, that no amendments to the schedule of the 1998
LTIP providing for UK Options (as defined below under 'Certain Stock Options for
United Kingdom Employees') will have effect until the approval of the UK Inland
Revenue has been obtained in respect thereof. In addition, the Board may not,
without the prior approval of the stockholders, make any amendment which would
(a) increase the number of shares reserved for grants under the 1998 LTIP, (b)
change the class of employees eligible to receive awards or (c) extend the
maximum term for awards. The Committee may amend the terms of any award or
option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of the holder of any award without the
holder's consent. The Committee may accelerate any award or option or waive any
conditions or restrictions pertaining to such award or option at any time. The
Committee may also substitute new stock options for previously granted stock
options, including previously granted stock options having higher option
exercise prices.

FEDERAL INCOME TAX ASPECTS OF 1998 LONG TERM INCENTIVE PLAN

THE TAX CONSEQUENCES OF THE 1998 LTIP UNDER CURRENT FEDERAL LAW ARE
SUMMARIZED IN THE FOLLOWING DISCUSSION WHICH DEALS WITH THE GENERAL TAX
PRINCIPLES APPLICABLE TO THE 1998 LTIP, AND IS INTENDED FOR GENERAL INFORMATION
ONLY. IN ADDITION, THE TAX CONSEQUENCES DESCRIBED BELOW ARE SUBJECT TO THE
LIMITATION OF THE 1993 OMNIBUS BUDGET RECONCILIATION ACT ('OBRA'), AS DISCUSSED
IN FURTHER DETAIL BELOW. ALTERNATIVE MINIMUM TAX AND STATE, LOCAL AND FOREIGN
INCOME TAXES ARE NOT DISCUSSED, AND MAY VARY DEPENDING ON INDIVIDUAL
CIRCUMSTANCES AND FROM LOCALITY TO LOCALITY.

Incentive Stock Options. No taxable income is realized by the optionee upon
the grant or exercise of an ISO. If Common Stock is issued to an optionee
pursuant to the exercise of an ISO, and if no disqualifying disposition of such
shares is made by such optionee within two years after the date of grant or
within one year after the transfer of such shares to such optionee, then (a)
upon sale of such shares, any amount realized in excess of the option price will
be taxed to such optionee as a long-term capital gain and any loss sustained
will be a long-term capital loss, and (b) no deduction will be allowed to the
Company or the subsidiary employing the optionee for federal income tax
purposes. The exercise of an ISO will give rise to an item of adjustment that
may result in alternative minimum tax liability for the optionee.

If Common Stock acquired upon the exercise of an ISO is disposed of prior
to the expiration of either holding period described above, generally (a) the
optionee will realize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the Fair Market Value of the shares at exercise
(or, if less, the amount realized on the disposition of the shares) over the
option price paid for such shares and (b) the Company or the subsidiary
employing the optionee will be entitled to deduct such amount. Any further gain
(or loss) realized by the participant will be taxed as short-term or long-term
capital gain (or loss), as the case may be, and will not result in any deduction
by the Company.

Subject to certain exceptions for disability or death, if an ISO is
exercised more than three months following the termination of the optionee's
employment, the option will generally be taxed as a Non-Qualified Stock Option.

Non-Qualified Stock Options. Except as noted below, with respect to
Non-Qualified Stock Options, (a) no income is realized by the optionee at the
time the option is granted; (b) generally, at exercise, ordinary income is
realized by the optionee in an amount equal to the difference between the option
price paid for the shares and the Fair Market Value of the shares on the date of
exercise, and the Company or the subsidiary employing the optionee is entitled
to a tax deduction in the same amount; and (c) at disposition, appreciation (or
depreciation) after the date of exercise is treated as either short-term or
long-term capital gain (or loss) depending on how

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long the shares have been held. See also discussions below regarding restricted
Common Stock and deferred Common Stock awards for tax rules applicable where the
spread value of an option is settled in restricted Common Stock or deferred
Common Stock.

If an optionee pays for his Option Stock with previously owned shares of
Common Stock, the tax consequences will be as follows:

(a) In the case of an ISO, if the optionee uses shares of Common Stock
he owns to pay the option price, (i) the optionee's holding period for the
newly issued shares equal in number to the surrendered shares (the
'exchanged shares') will include the period during which the surrendered
shares were held, (ii) the optionee's basis in such exchanged shares will
be the same as his basis in the surrendered shares and (iii) no gain or
loss will be recognized by the optionee on the exchange of the surrendered
shares for the exchanged shares. Further, the optionee will have a zero
basis in the additional shares received over and above the exchanged
shares. However, if an optionee tenders shares acquired pursuant to the
exercise of an ISO to pay all or part of the exercise price under an ISO,
such tender will constitute a disposition of such shares for purposes of
whether a disqualifying disposition has occurred and such tender may be
treated as a taxable exchange.

(b) In the case of a NQSO, if the optionee uses shares of Common Stock
he owns to pay the option price, (i) the optionee's holding period for the
newly issued shares equal in value to the surrendered shares (the
'exchanged shares') will include the period during which the surrendered
shares were held, (ii) the optionee's basis in such exchanged shares will
be the same as his basis in the surrendered shares; (iii) no gain or loss
will be recognized by the optionee on the exchange of the surrendered
shares for the exchanged shares and (iv) the optionee will be taxed on the
Fair Market Value of the shares he receives over and above the exchanged
shares.

Stock Appreciation Rights. No income will be realized by a recipient in
connection with the grant of SARs. When the SAR is exercised, the recipient will
generally be required to include as taxable ordinary income in the year of
exercise, an amount equal to the amount of cash received and/or the Fair Market
Value of any shares of Common Stock received on the exercise. The Company or the
subsidiary employing the optionee will be entitled to a deduction for Federal
income tax purposes at the same time equal to the amount included in such
recipient's income by reason of the exercise. If the recipient receives Common
Stock upon the exercise of an SAR, the post-exercise appreciation (or
depreciation) will be treated in the same manner as discussed above under 'Non-
Qualified Stock Options.'

Restricted Stock. A recipient of shares of restricted Common Stock will not
realize any income when the rights to acquire the shares of restricted Common
Stock is granted to him or when the certificates for the stock themselves are
registered in his name. The recipient will realize ordinary income as and when
the shares are transferable or no longer subject to a substantial risk of
forfeiture in an amount equal to the difference between the Fair Market Value of
the shares as of such date and the price, if any, he paid for such shares.
Alternatively, the recipient can file a written election with the Internal
Revenue Service, no more than 30 days after the certificates for the stock are
issued, to be taxed as of the date of issuance on the difference between the
then Fair Market Value of the shares of restricted Common Stock and the price
the recipient paid for such shares.

Once the recipient has realized ordinary income with respect to the shares,
any subsequent increase in the value of the shares generally will be taxed, when
the shares are sold, as long-term or short-term capital gain, depending on how
long the shares are held. The recipient's holding period with respect to the
shares of restricted Common Stock will begin on the date he realizes ordinary
income with respect to the shares and the basis in the shares will be equal to
their then Fair Market Value. The Company or the subsidiary employing the
recipient will be entitled to a tax deduction when, and to the extent, ordinary
income is realized by the recipient with respect to such shares.

Deferred Stock. The recipient of a deferred Common Stock award will
generally be subject to tax at ordinary rates on the Fair Market Value of the
deferred Common Stock on the date that Common Stock is distributed to the
recipient under the award, and the capital gains/loss holding period for such
stock will also commence on such date. The Company or the subsidiary employing
the recipient generally will be entitled to a deduction equal to the amount that
is taxable as ordinary income to the recipient.

Dividends and Dividend Equivalents. Dividends paid on restricted Common
Stock generally will be treated as compensation that is taxable as ordinary
income to the recipient, and will be deductible by the Company. If,

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however, the recipient makes a Section 83(b) election, the dividends will be
taxable as ordinary income to the recipient but will not be deductible by the
Company. If dividend equivalents are credited with respect to deferred Common
Stock awards, the recipient will realize ordinary income when the dividend
equivalents are paid and the Company or the subsidiary employing the recipient
will be able to take a deduction at that time. Dividends and dividend
equivalents reinvested or deemed reinvested in restricted Common Stock or
deferred Common Stock will be treated as discussed above.

Stock Purchase Right. Stock purchase rights will generally be taxed in the
same manner as Non-Qualified Stock Options.

Long Term Performance Awards. Long term performance awards once vested will
in most instances be taxed as ordinary income unless receipt of payment is
subject to restrictions or deferral limitations, in which case rules similar to
those applicable to restricted and deferred Common Stock will apply.

Phantom Stock Units. No income will be realized by a recipient in
connection with the award of phantom stock units. When the phantom stock units
are surrendered, the recipient will generally be required to include as taxable
ordinary income in the year of exercise an amount equal to the amount of cash
received on the exercise. Cash dividend equivalents paid to the recipient with
respect to phantom stock units are includible as taxable ordinary income in the
year of receipt. The conversion of dividend equivalents into additional phantom
stock units pursuant to the terms of the phantom stock unit award, however, will
not be taxable upon conversion but upon surrender of the phantom stock units for
cash. The Company or the subsidiary employing the recipient will be entitled to
a deduction for federal income tax purposes at the time payment is made to the
recipient. The amount of the deduction is equal to the amount the recipient
includes in income as a result of surrendering the phantom stock units. The
Company or the subsidiary employing the recipient will also be entitled to a
deduction for any cash dividend equivalent payment.

CERTAIN STOCK OPTIONS FOR UNITED KINGDOM EMPLOYEES

In addition to the grants described above, the 1998 LTIP provides for the
grant of certain stock options to United Kingdom participants that are subject
to special tax treatment under applicable tax law ('UK Options').

UK Options may be granted to employees or directors of the Company and its
subsidiaries who are not ineligible to participate under certain provisions of
English law and, with respect to directors, who are required to work in that
capacity for the Company and/or any such subsidiary for a specified minimum
number of hours per week. However, no UK Options may be granted to an employee
or director which will result in the aggregate exercise price for all
outstanding UK Options granted to him exceeding certain limits specified in the
1998 LTIP.

UK Options may only be granted at an exercise price equal to at least 100%
of Fair Market Value as of the date of grant, provided that if no sale of Common
Stock occurs on the NYSE on such date the exercise price will be at least equal
to the fair market value of the Common Stock as determined in accordance with
the UK Taxations of Chargeable Gains Act of 1992 and agreed to on or before that
date with the UK Inland Revenue Shares Valuation Division.

EFFECT OF 1993 OMNIBUS BUDGET RECONCILIATION ACT ON THE 1998 LTIP

UNDER OBRA, WHICH BECAME LAW IN AUGUST 1993, INCOME TAX DEDUCTIONS OF
PUBLICLY-TRADED COMPANIES MAY BE LIMITED TO THE EXTENT TOTAL COMPENSATION
(INCLUDING BASE SALARY, ANNUAL BONUS, STOCK OPTION EXERCISES AND NON-QUALIFIED
BENEFITS PAID IN 1994 AND THEREAFTER) FOR CERTAIN EXECUTIVE OFFICERS EXCEEDS $1
MILLION (LESS THE AMOUNT OF ANY 'EXCESS PARACHUTE PAYMENTS' AS DEFINED IN
SECTION 280G OF THE CODE) IN ANY ONE YEAR. HOWEVER, UNDER OBRA, THE DEDUCTION
LIMIT DOES NOT APPLY TO CERTAIN 'PERFORMANCE-BASED' COMPENSATION ESTABLISHED BY
AN INDEPENDENT COMPENSATION COMMITTEE WHICH CONFORMS TO CERTAIN RESTRICTIVE
CONDITIONS STATED UNDER THE CODE AND RELATED REGULATIONS. BECAUSE THE COMPANY
CURRENTLY DOES NOT EXPECT TO PAY TOTAL COMPENSATION TO ANY ONE EXECUTIVE OFFICER
IN EXCESS OF $1 MILLION PER YEAR, THE COMPANY IS NOT SEEKING TO CONFORM THE 1998
LTIP TO THE RESTRICTIVE CONDITIONS OF THE OBRA LEGISLATION AND RELATED
REGULATIONS.

BOARD RECOMMENDATION AND VOTE REQUIRED FOR APPROVAL

The Board of Directors believes that the 1998 LTIP, by permitting continued
flexibility in the granting of stock options, stock appreciation rights,
restricted or deferred stock awards, stock purchase rights, phantom

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stock units and long term performance awards, will provide the Company with
sufficient equity award opportunities to continue to attract, retain and
motivate key employees of the Company and its subsidiaries and affiliates, and
will enable the Company to provide incentives to such key employees that are
directly linked to the profitability of the Company's business and increased
stockholder value.

The Board of Directors unanimously recommends approval of the 1998 Long
Term Incentive Plan. Approval of the 1998 Long Term Incentive Plan requires the
affirmative vote of holders of a majority of the shares of the Company's Common
Stock present at the meeting in person or by proxy.

PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of KPMG Peat Marwick LLP,
independent certified public accountants, to audit and opine upon the
consolidated financial statements of the Company for the fiscal year ending
October 31, 1998, such appointment to continue at the pleasure of the Board of
Directors and to be subject to ratification by the stockholders. KPMG Peat
Marwick LLP has served as auditors of the Company since the Company's
incorporation in 1980. The stockholders are asked to ratify such appointment.

The Board of Directors expects that one or more representatives of KPMG
Peat Marwick LLP will be present at the Annual Meeting and will be provided an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

OTHER MATTERS

The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgment.

RECOMMENDATIONS

The Board of Directors of the Company recommends that the stockholders vote
FOR the election of the nominees for director named in this Proxy Statement, FOR
approval of the Company's 1998 Long-Term Incentive Plan, and FOR ratification of
the appointment of KPMG Peat Marwick LLP as independent certified public
accountants of the Company for fiscal 1998.

When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted in accordance
with the directions indicated thereon or, if no directions are indicated, the
shares will be voted in accordance with the recommendations of the Board of
Directors.

STOCKHOLDER NOMINATIONS AND PROPOSALS

All proposals of stockholders of the Company (other than for the election
of directors) intended to be presented at the 1999 annual meeting of
stockholders must be received by the Company no later than 60 days prior to the
meeting date unless the Company gives less than 75 days notice of the meeting
date, in which case they must be received by the Company no later than 15 days
following the date on which the 1999 annual meeting of stockholders is noticed
in order to be included in the Company's Proxy Statement and form of proxy
relating to that meeting.

The Nominating Committee or, if none exists, the Board of Directors will
consider suggestions from stockholders for nominees for election as directors at
the 1999 annual meeting of stockholders. For a stockholder to nominate any
person for election as a director at the 1999 annual meeting of stockholders,
the person making such nomination must be a stockholder entitled to vote and
such nomination must be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company not
less than 60 days or more than 90 days prior to the 1999 annual meeting of
stockholders; provided, however, that in the event that less than 75 days notice
or prior public disclosure of the date of such meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business or
residential address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of the
Company which are beneficially owned by the person and (iv) any other

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information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Exchange Act; and (b) as to the stockholder giving notice, (i) the
record name and record address of the stockholder and (ii) the class and number
of shares of capital stock of the Company which are beneficially owned by the
stockholder. The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company. No
person nominated by a stockholder shall be eligible for election as a director
of the Company unless nominated in accordance with the above procedures.

By Order of the Board of Directors

/s/ ALLAN E. RUBENSTEIN, M.D.

ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors

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EXHIBIT A

THE COOPER COMPANIES, INC.
1998 LONG TERM INCENTIVE PLAN

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THE COOPER COMPANIES, INC.
1998 LONG TERM INCENTIVE PLAN

TABLE OF CONTENTS
------------------------

<TABLE>
<CAPTION>
PAGE
----

<S> <C> <C>
SECTION 1. Purpose; Definitions...................................................................... 1
SECTION 2. Administration............................................................................ 2
SECTION 3. Stock Subject to Plan..................................................................... 3
SECTION 4. Eligibility............................................................................... 4
SECTION 5. Stock Options............................................................................. 4
SECTION 6. Stock Appreciation Rights................................................................. 6
SECTION 7. Restricted Stock.......................................................................... 7
SECTION 8. Deferred Stock............................................................................ 8
SECTION 9. Stock Purchase Rights..................................................................... 9
SECTION 10. Long Term Performance Awards.............................................................. 9
SECTION 11. Phantom Stock Units....................................................................... 10
SECTION 12. Amendments And Termination................................................................ 11
SECTION 13. Unfunded Status of Plan................................................................... 11
SECTION 14. General Provisions........................................................................ 11
SECTION 15. Effective Date of Plan.................................................................... 12
SECTION 16. Term of Plan.............................................................................. 12
SECTION 17. Certain Stock Options for United Kingdom Employees........................................ 12
Schedule A
</TABLE>

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THE COOPER COMPANIES, INC.
1998 LONG TERM INCENTIVE PLAN

SECTION 1. Purpose; Definitions.

The purpose of The Cooper Companies, Inc. 1998 Long Term Incentive Plan
(the 'Plan') is to enable the Company to attract, retain and reward key
employees and consultants to the Company and its Subsidiaries and Affiliates,
and strengthen the mutuality of interests between such key employees,
consultants and the Company's stockholders, by offering such key employees and
consultants performance-based incentive equity interests in the Company.

For purposes of the Plan, the following terms shall be defined as set forth
below:

(a) 'Affiliate' means any entity other than the Company and its
Subsidiaries that is designated by the Board as a participating employer
under the Plan, provided that the Company directly or indirectly owns at
least 20% of the combined voting power of all classes of stock of such
entity or at least 20% of the ownership interests in such entity.

(b) 'Board' means the Board of Directors of the Company.

(c) 'Book Value' means, as of any given date, on a per share basis (i)
the Stockholders' Equity in the Company as of the end of the immediately
preceding fiscal year as reflected in the Company's consolidated balance
sheet, subject to such adjustments as the Committee shall specify at or
after grant, divided by (ii) the number of then outstanding shares of Stock
as of such year-end date (as adjusted by the Committee for subsequent
events).

(d) 'Code' means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

(e) 'Committee' shall mean the Board or, if the Board delegates its
power and authority to administer this Plan to a committee of the Board
described in this Section 2 of the Plan, such committee.

(f) 'Company' means The Cooper Companies, Inc., a corporation
organized under the laws of the State of Delaware, or any successor
corporation.

(g) 'Deferred Stock' means an award made pursuant to Section 8 below
of the right to receive Stock at the end of a specified deferral period.

(h) 'Disability' means disability as determined under procedures
established by the Committee for purposes of this Plan.

(i) 'Early Retirement' means retirement with the express consent for
purposes of this Plan of the Company at or before the time of such
retirement, from consulting or active employment with the Company and any
Subsidiary or Affiliate pursuant to the early retirement provisions of the
applicable pension plan of such entity.

(j) 'Fair Market Value' means, as of any given date, unless otherwise
determined by the Committee in good faith, the mean between the highest and
lowest quoted selling price, regular way, of the Stock on the New York
Stock Exchange or, if no such sale of Stock occurs on the New York Stock
Exchange on such date, the fair market value of the Stock as determined by
the Committee in good faith.

(k) 'Incentive Stock Option' means any Stock Option intended to be and
designated as an 'Incentive Stock Option' within the meaning of Section 422
of the Code.

(l) 'Long Term Performance Award' means an award under Section 10
below that is valued in whole or in part based on the achievement of
Company, Subsidiary, Affiliate, or individual performance factors or
criteria as the Committee may deem appropriate.

(m) 'Non-Employee Director' shall have the meaning set forth in Rule
16b-3 as promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, or any successor definition adopted by the
Commission.

(n) 'Non-Qualified Stock Option' means any Stock Option that is not an
Incentive Stock Option.

(o) 'Normal Retirement' means retirement from consulting or active
employment with the Company and any Subsidiary or Affiliate on or after age
65.

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(p) 'Phantom Stock Unit' means a right, pursuant to an award granted
under Section II and subject to the provisions thereof, to receive from the
Company cash in an amount equal to the Fair Market Value of a share of
Stock.

(q) 'Plan' means this 1998 Long Term Incentive Plan, as hereinafter
amended from time to time.

(r) 'Restricted Stock' means an award of shares of Stock that is
subject to restrictions under Section 7 below.

(s) 'Retirement' means Normal or Early Retirement.

(t) 'Stock' means the Common Stock, $0.10 par value per share, of the
Company.

(u) 'Stock Appreciation Right' means the right pursuant to an award
granted under Section 6 below to (a) surrender to the Company all (or a
portion) of a Stock Option in exchange for an amount in any combination of
cash or Common Stock equal to the difference between (i) the Fair Market
Value, as of the date such Stock Option (or such portion thereof) is
surrendered, of the shares of Stock covered by such Stock Option (or such
portion thereof), subject, where applicable, to the pricing provisions in
Section 6(b)(ii), and (ii) the aggregate exercise price of such Stock
Option (or such portion thereof) or (b) to receive from the Company an
amount of cash based upon the excess, if any, of the Fair Market Value of a
number of shares of Stock specified in such award at the time of exercise
of the right over the Fair Market Value of such number of shares of Stock
on the date the right was granted.

(v) 'Stock Option' or 'Option' means any option to purchase shares of
Stock (including Restricted Stock and Deferred Stock, if the Committee so
determines) granted pursuant to Section 5 below.

(w) 'Stock Purchase Right' means the right to purchase Stock pursuant
to Section 9.

(x) 'Subsidiary' means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50%, or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

In addition, the term 'Cause' shall have the meaning set forth in Section
5(i) below.

SECTION 2. Administration.

The Plan shall be administered by the Board or, if the Board delegates its
power and authority to administer this Plan to a committee of the Board, such
committee. Any such committee shall consist solely of two or more directors
appointed by and holding office at the pleasure of the Board, each of whom is a
'Non-Employee Director' of the Company. If the Board delegates its power and
authority to administer this Plan to a committee, the members of such committee
shall serve at the pleasure of the Board, such committee members may resign at
any time by delivering written notice to the Board and vacancies in the
committee may be filled by the Board.

The Committee shall have full authority to grant, pursuant to the terms of
the Plan, to officers, consultants and other key employees eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, (iv) Deferred Stock, (v) Stock Purchase Rights, (vi) Long Term
Performance Awards and/or (vii) Phantom Stock Units.

In particular, the Committee shall have the authority:

(i) to select the officers, consultants and other key employees of the
Company and its Subsidiaries and Affiliates to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock, Stock Purchase
Rights, Long Term Performance Awards and/or Phantom Stock Units may from
time to time be granted hereunder;

(ii) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Stock Purchase Rights, Long Term Performance Awards and/or
Phantom Stock Units, or any combination thereof, are to be granted
hereunder to one or more eligible employees;

(iii) to determine the number of shares, if applicable, to be covered
by each such award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any
vesting acceleration or waiver of forfeiture restrictions regarding any
Stock Option or other award and/or

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the shares of Stock relating thereto, based in each case on such factors as
the Committee shall determine, in its sole discretion);

(v) to determine whether and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under
Section 5(k) or (1), as applicable, instead of Stock;

(vi) to determine whether, to what extent and under what circumstances
Option grants and/or other awards under the Plan and/or other cash awards
made by the Company are to be made, and operate, on a tandem basis vis a
vis other awards under the Plan and/or cash awards made outside of the
Plan, or on an additive basis;

(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts, payable with respect to an award
under this Plan shall be deferred either automatically or at the election
of the participant (including providing for and determining the amount (if
any) of any deemed earnings on any deferred amount during any deferral
period); and

(viii) to determine the terms and restrictions applicable to Stock
Purchase Rights and the Stock purchased by exercising such Rights.

The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan
shall be made in the Committee's sole discretion and shall be final and binding
on all persons, including the Company and Plan participants.

SECTION 3. Stock Subject to Plan.

The total number of shares of Stock reserved and available for distribution
pursuant to stock options or other awards relating to Stock made under the Plan
shall be 1,000,000 shares. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.

Subject to Section 6(b)(iv) below, if any shares of Stock that have been
optioned cease to be subject to a Stock Option, or if any such shares of Stock
that are subject to any Restricted Stock or Deferred Stock Award, Stock Purchase
Right, or Long Term Performance Award granted hereunder are forfeited or any
such award otherwise terminates without a payment being made to the participant
in the form of Stock, such shares shall again be available for distribution in
connection with future awards under the Plan.

In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the aggregate number of shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding Options granted under
the Plan, in the number and purchase price of shares subject to outstanding
Stock Purchase Rights under the Plan, and in the number of Phantom Stock Units,
and in the number of shares subject to other outstanding awards granted under
the Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option. In addition, the Committee, in its sole
discretion, shall determine the amount of cash to which the recipient of a Stock
Appreciation Right not associated with an Option shall be entitled upon exercise
so that there will be no increase or decrease in the cash to which the recipient
shall be entitled upon exercise by reason of such event. In addition, in the
event of any merger or other corporate transaction or event which results in
shares of Stock being purchased for cash, or being exchanged for or converted
into cash or the right to receive cash, the Committee, in its sole discretion,
and on such terms and conditions as it deems appropriate, may provide that any
Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock
Award, Stock Purchase Right, Long Term Performance Award or Phantom Stock Unit
Award shall be converted into the right to receive an amount of cash equal to
the amount of cash, if any, that would have been received, in the event of such
merger or corporate transaction or event, if such Stock Option, Stock
Appreciation Right, Restricted Stock or Deferred Stock Award, Stock Purchase
Right, Long Term Performance Award or Phantom Stock Unit Award had been fully
exercisable or payable, or vested and had been exercised or paid immediately
prior to such merger or other corporate transaction or event to the extent of
the cash value thereof, and, upon such conversion, such Stock

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Option, Stock Appreciation Right, Restricted Stock or Deferred Stock Award,
Stock Purchase Right, Long Term Performance Award or Phantom Stock Unit Award
(including any such Stock Option, Stock Appreciation Right, Restricted Stock or
Deferred Stock Award, Stock Purchase Right, Long Term Performance Award or
Phantom Stock Unit Award which, under the terms of such merger or other
corporate transaction or event, would have no cash value) shall be cancelled.

SECTION 4. Eligibility.

Officers, consultants and other key employees of the Company and its
Subsidiaries and Affiliates (but excluding members of the Committee and any
person who serves only as a director) who are responsible for or contribute to
the management, growth and/or profitability of the business of the Company
and/or its Subsidiaries and Affiliates are eligible to be granted awards under
the Plan.

SECTION 5. Stock Options.

Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.

Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

The Committee shall have the authority to grant to any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights); provided, however that
Incentive Stock Options shall only be granted to an individual who, at the time
of grant, is an employee of the Company or a Subsidiary.

Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of
grant but shall not be less than 85% of Fair Market Value as determined by
the Committee; provided, however, that in the case of an Incentive Stock
Option, the option price shall not be less than 100% of Fair Market Value
as of the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years
after the date the Option is granted.

(c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Committee at or after grant, provided, however, that, except as
provided in Section 5(f), (g) and (h), unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to
the first anniversary date of the granting of the Option. If the Committee
provides, in its sole discretion, that any Stock Option is exercisable only
in installments, the Committee may waive such installment exercise
provisions at any time at or after grant in whole or in part, based on such
factors as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in
whole or in part at any time during the option period, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased.

Such notice shall be accompanied by payment in full of the purchase
price, either by check, note or such other instrument as the Committee may
accept. As determined by the Committee, in its sole discretion, at or after
grant, payment in full or in part may also be made in the form of
unrestricted or, in the case of the exercise of a Non-Qualified Stock
Option, Restricted Stock subject to an award (based, in each case, on the
Fair Market Value of the Stock on the date the option is exercised, as
determined by the Committee); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already
owned shares may be authorized only at the time the option is granted. If
payment of the option exercise price of a Non-Qualified Stock Option is
made in whole or in part in the form of Restricted Stock, any Stock
received upon the exercise shall be subject to the same forfeiture
restrictions or deferral limitations, unless otherwise determined by the
Committee, in its sole discretion, at or after grant.

No shares of Stock shall be issued until full payment therefor has
been made. An optionee shall generally have the rights to dividends or
other rights of a stockholder with respect to shares subject to the

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Option when the optionee has given written notice of exercise, has paid in
full for such shares, and, if requested, has given the representation
described in Section 15(a).

(e) Non-Transferability of Options. Except as otherwise determined by
the Committee in its sole discretion and set forth in the applicable Stock
Option agreement, no Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and all
Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee.

(f) Termination by Death. Subject to Section 5(j), if an optionee's
employment by or consultancy with the Company and any Subsidiary or
Affiliate terminates by reason of death, any Stock Option held by such
optionee may thereafter be exercised, to the extent such option was
exercisable at the time of death or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), by the legal
representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of three years (or such other period as
the Committee may specify at grant) from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is
the shorter.

(g) Termination by Reason of Disability. Subject to Section 5(j), if
an optionee's employment by or consultancy with the Company and any
Subsidiary or Affiliate terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised by the optionee,
to the extent it was exercisable at the time of termination or on such
accelerated basis as the Committee may determine at or after grant (or as
may be determined in accordance with procedures established by the
Committee), for a period of three years (or such other period as the
Committee may specify at grant) from the date of such termination of
employment or consultancy or until the expiration of the stated term of
such Stock Option, whichever period is the shorter; provided, however,
that, if the optionee dies within such three-year period (or such other
period as the Committee shall specify at grant), any unexercised Stock
Option held by such optionee shall thereafter be exercisable to the extent
to which it was exercisable at the time of death for a period of twelve
months from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter. In the event of
termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply
for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Subject to Section 5(j), if
an optionee's employment by or consultancy with the Company and any
Subsidiary or Affiliate terminates by reason of Normal or Early Retirement,
any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of such Retirement
or on such accelerated basis as the Committee may determine at or after
grant (or as may be, determined in accordance with procedures established
by the Committee), for a period of three years (or such other period as the
Committee may specify at grant) from the date of such termination of
employment or consultancy or the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that, if
the optionee dies within such three-year period (or such other period as
the Committee may specify at grant), any unexercised Stock Option held by
such optionee shall thereafter be exercisable, to the extent to which it
was exercisable at the time of death, for a period of twelve months from
the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. In the event of termination
of employment by reason of Retirement, if an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, the option will thereafter be treated
as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee
(or pursuant to procedures established by the Committee) at or after grant,
if an optionee's employment by or consultancy with the Company and any
Subsidiary or Affiliate terminates for any reason other than death,
Disability or Normal or Early Retirement, the Stock Option shall thereupon
terminate, except that such Stock Option may be exercised for the lesser of
three months or the balance of such Stock Option's term if the optionee is
involuntarily terminated by the Company and any Subsidiary or Affiliate
without Cause. For purposes of this Plan, 'Cause' means a felony conviction
of a participant or the failure of a participant to contest prosecution for
a felony, or a participant's willful misconduct or dishonesty, any of which
is directly and materially harmful to the business or reputation of the
Company or any Subsidiary or Affiliate.

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(j) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to disqualify the
Plan under Section 422 of the Code, or, without the consent of the
optionee(s) affected, to disqualify any Incentive Stock Option under such
Section 422.

To the extent required for 'incentive stock option' status under
Section 422(b)(7) of the Code (taking into account applicable Internal
Revenue Service regulations and pronouncements), the Plan shall be deemed
to provide that the aggregate Fair Market Value (determined as of the time
of grant) of the stock with respect to which Incentive Stock Options are
exercisable for the first time by the optionee during any calendar year
under the Plan and/or any other stock option plan of the Company or any
Subsidiary or parent corporation (within the meaning of Section 424 of the
Code) after 1986 shall not exceed $100,000. If Section 422 is hereafter
amended to delete the requirement now in Section 422(b)(7) that the plan
text expressly provide for the $100,000 limitation set forth in Section
422(b)(7), then this paragraph of Section 5(j) shall no longer be
operative.

(k) Buyout Provisions. The Committee may at any time offer to buy out
for a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the optionee at the time that such offer
is made.

(l) Settlement Provisions. If the option agreement so provides at
grant or is amended after grant and prior to exercise to so provide (with
the optionee's consent), the Committee may require that all or part of the
shares to be issued with respect to the spread value of an exercised Option
take the form of Deferred or Restricted Stock, which shall be valued on the
date of exercise on the basis of the Fair Market Value (as determined by
the Committee) of such Deferred or Restricted Stock determined without
regard to the deferral limitations and/or forfeiture restrictions involved.

(m) 10% Stockholders. No Incentive Stock Option may be granted under
this Plan to any employee who, at the time the Incentive Stock Option is
granted, owns, or is considered as owning, within the meaning of Section
422 of the Internal Revenue Code, shares possessing more than ten percent
(10%) of the total combined voting power or value of all classes of stock
of the Company, a Subsidiary or a parent corporation (within the meaning of
Section 424 of the Code) unless the option price under such Option is at
one hundred ten percent (110%) of the Fair Market Value of a share of Stock
on the date such Option is granted and the duration of such Option is no
more than five (5) years.

SECTION 6. Stock Appreciation Rights.

(a) Grant and Exercise. Stock Appreciation Rights may be granted separately
or in conjunction with all or part of any Stock Option granted under the Plan.
In the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of the grant
of such Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares, covered by
a related Stock Option.

A Stock Appreciation Right may be exercised by a recipient, subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose. Upon such exercise, the recipient shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

(i) Stock Appreciation Rights awarded with no associated Stock Option
shall be exercisable in accordance with their terms and Stock Appreciation
Rights granted in association with Stock Options shall be exercisable only
at such time or times and to the extent that the Stock Options to which
they relate shall be exercisable in accordance with the provisions of
Section 5 and this Section 6 of the Plan. The exercise of

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Stock Appreciation Rights held by recipients who are subject to Section
16(b) of the Exchange Act shall comply with Rule 16b-3 thereunder, to the
extent applicable.

(ii) Upon the exercise of a Stock Appreciation Right granted in
association with a Stock Option, a recipient shall be entitled to receive
an amount in cash and/or shares of Stock, as the Committee in its sole
discretion shall determine, equal in value to the excess of the Fair Market
Value of one share of Stock over the option price per share specified in
the associated Stock Option multiplied by the number of shares in respect
of which the Stock Appreciation Right shall have been exercised. Upon the
exercise of a Stock Appreciation Right awarded with no associated Stock
Option, a recipient shall be entitled to receive an amount in cash equal in
value to the excess, if any, of the Fair Market Value of a number of shares
of Stock specified in the award at the date of exercise of the Stock
Appreciation Right over the Fair Market Value of such number of shares of
Stock at the date of grant of the Stock Appreciation Right. When payment is
to be made in shares, the number of shares to be paid shall be calculated
on the basis of the Fair Market Value of the shares on the date of
exercise. When payment is to be made in cash to a recipient subject to
Section 16(b) of the Exchange Act, such amount shall be calculated on the
basis of the average of the highest and lowest quoted selling price,
regular way, of the stock on the New York Stock Exchange during the
applicable period referred to in Rule 16b-3(e) under the Exchange Act to
the extent applicable.

(iii) Stock Appreciation Rights shall not be transferable by the
recipient, thereof otherwise than by will or by the laws of descent and
distribution, and all Stock Appreciation Rights shall be exercisable,
during the recipient's lifetime, only by the recipient.

(iv) Upon the exercise of a Stock Appreciation Right, any Stock Option
or part thereof to which such Stock Appreciation Right is associated shall
be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock to be
issued under the Plan.

SECTION 7. Restricted Stock.

(a) Administration. Shares of Restricted Stock may be issued either alone,
in addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of Restricted Stock will
be made, the number of shares to be awarded, the price to be paid by the
recipient of Restricted Stock (subject to Section 7(b)), the time or times
within which such awards may be subject to forfeiture, and all other terms and
conditions of the awards.

The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the Committee
may determine, in its sole discretion.

The provisions of Restricted Stock awards need not be the same with respect
to each recipient.

(b) Awards and Certificates. The prospective recipient of a Restricted
Stock Award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such award. Each award
shall be subject to the following terms and conditions:

(i) The purchase price for shares of Restricted Stock shall be equal
to or greater than their par value.

(ii) Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Committee may specify at grant) after
the award date, by executing a Restricted Stock Award agreement and paying
whatever price is required under Section 7(b)(i).

(iii) Each participant receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of such participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award.

(iv) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions, if any, thereon shall have lapsed, and that, as a condition
of any Restricted Stock Award, the participant shall have delivered a stock
power, endorsed in blank, relating to the Stock covered by such award.

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(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:

(i) Subject to the provisions of this Plan and the award agreement,
during a period set by the Committee commencing with the date of such award
(the 'Restriction Period'), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. Within these limits, the Committee, in its sole discretion, may
provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Committee
may determine, in its sole discretion.

(ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
the participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company, including the right to
vote the shares, and the right to receive any cash dividends. The
Committee, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested, subject to Section 14(e), in
additional Restricted Stock to the extent shares are available under
Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock
dividends issued with respect to Restricted Stock shall be treated as
additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.

(iii) Subject to the applicable provisions of the award agreement and
this Section 7, upon termination of a participant's employment or
consultancy with the Company and any Subsidiary or Affiliate for any reason
during the Restriction Period, all shares still subject to restriction will
vest, or be forfeited, in accordance with the terms and conditions
established by the Committee at or after grant. If any Restricted Stock is
forfeited, the Company shall pay to the participant (or the estate of a
deceased participant) an amount equal to the price the participant paid
with respect to such Restricted Stock.

(iv) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares shall be
delivered to the participant promptly.

SECTION 8. Deferred Stock.

(a) Administration. Deferred Stock may be awarded either alone, in addition
to or in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan. The Committee shall determine the eligible persons to whom
and the time or times at which Deferred Stock shall be awarded, the number of
shares of Deferred Stock to be awarded to any person, the duration of the period
(the 'Deferral Period') during which, and the conditions under which, receipt of
the Stock will be deferred, and the other terms and conditions of the award in
addition to those set forth in Section 8(b).

The Committee may condition the grant of Deferred Stock upon the attainment
of specified performance goals or such other factors or criteria as the
Committee shall determine, in its sole discretion.

The provisions of Deferred Stock Awards need not be the same with respect
to each recipient.

(b) Terms and Conditions. The shares of Deferred Stock awarded pursuant to
this Section 8 shall be subject to the following terms and conditions:

(i) Subject to the provisions of this Plan and the award agreement
referred to in Section 8(b)(vi) below, Deferred Stock Awards may not be
sold, assigned, transferred, pledged or otherwise encumbered during the
Deferral Period. At the expiration of the Deferral Period (or the Elective
Deferral Period referred to in Section 8(b)(v), where applicable), share
certificates shall be issued and delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred
Stock Award.

(ii) Unless otherwise determined by the Committee at grant, amounts
equal to any dividends declared during the Deferral Period with respect to
the number of shares covered by a Deferred Stock Award will be paid to the
participant currently, or deferred and deemed to be reinvested in
additional Deferred Stock, or otherwise reinvested, all as determined at or
after the time of the award by the Committee, in its sole discretion.

(iii) Subject to the provisions of the award agreement and this
Section 8, upon termination of a participant's employment or consultancy
with the Company and any Subsidiary or Affiliate for any reason during the
Deferral Period for a given award, the Deferred Stock in question will
vest, or be forfeited, in accordance with the terms and conditions
established by the Committee at or after grant. If any Deferred

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Stock is forfeited, the Company shall pay to the participant (or the estate
of a deceased participant) an amount equal to the price, if any, the
participant paid with respect to such Deferred Stock.

(iv) Based on service, performance and/or such other factors or
criteria as the Committee may determine, the Committee may, at or after
grant, accelerate the vesting of all or any part of any Deferred Stock
Award and/or waive the deferral limitations for all or any part of such
award.

(v) A participant may elect to further defer receipt of an award (or
an installment of an award) for a specified period or until a specified
event (the 'Elective Deferral Period'), subject in each case to the
Committee's approval and to such terms as are determined by the Committee,
all in its sole discretion. Subject to any exceptions adopted by the
Committee, such election must generally be made at least 12 months prior to
completion of the Deferral Period for such Deferred Stock Award (or such
installment).

(vi) Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock agreement executed by the Company and the participant.

(vii) A recipient of a Deferred Stock Award shall have no rights as a
stockholder with respect to any shares covered by his Deferred Stock Award
until the issuance of a stock certificate for such shares.

SECTION 9. Stock Purchase Rights.

(a) Awards and Administration. Subject to Section 3 above, the Committee
may grant eligible participants Stock Purchase Rights which shall enable such
participants to purchase Stock (including Deferred Stock and Restricted Stock):

(i) at its Fair Market Value on the date of grant;

(ii) at 50% of such Fair Market Value on such date;

(iii) at an amount equal to Book Value on such date; or

(iv) at an amount equal to the par value of such Stock on such date.

However, no share of Stock shall be sold at less than its par value. The
Committee shall also impose such deferral, forfeiture and/or other terms and
conditions as it shall determine, in its sole discretion, on such Stock Purchase
Rights or the exercise thereof.

The terms of Stock Purchase Rights Awards need not be the same with respect
to each participant. Each Stock Purchase Right Award shall be confirmed by, and
be subject to the terms of, a Stock Purchase Rights agreement.

(b) Exercisability. Stock Purchase Rights shall generally be exercisable
for such period after grant as is determined by the Committee not to exceed 90
days.

(c) Loans. If the Committee so determines, the Company shall make or
arrange for a loan to a participant with respect to the exercise of Stock
Purchase Rights. The Committee shall have full authority to decide whether such
a loan should be made and to determine the amount, term and other provisions of
any such loan, including the interest rate to be charged, whether the loan is to
be with or without recourse against the borrower, the security, if any,
therefor, the terms on which the loan is to be repaid and the conditions, if
any, under which it may be forgiven. However, no loan hereunder shall have a
term (including extensions) exceeding ten years in duration or be in an amount
exceeding 90%, of the total purchase price paid by the borrower.

SECTION 10. Long Term Performance Awards.

(a) Administration. Long Term Performance Awards may be granted either
alone or in addition to other awards granted under the Plan. The Committee shall
determine the nature, length and starting date of the performance period (the
'Performance Period') for each Long Term Performance Award, which shall be at
least two years (subject to Section 11), and shall determine the performance
objectives to be used in the valuation of Long Term Performance Awards and
determining the extent to which such Long Term Performance Awards have been
earned. Performance objectives may vary, from participant to participant and
between groups of participants and shall be based upon such Company, Subsidiary,
Affiliate or individual performance factors or criteria as the Committee may
deem appropriate, including, but not limited to, earnings per share or return on
equity. Performance Periods may overlap and participants may participate
simultaneously with respect to Long Term Performance Awards that are subject to
different Performance Periods and different performance factors and criteria.
Long Term Performance Awards shall be confirmed by, and be subject to the terms
of, a Long Term Performance Award agreement. The terms of such awards need not
be the same with respect to each participant.

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At the beginning of each Performance Period, the Committee shall determine
for each Long Term Performance Award subject to such Performance Period the
range of dollar values or number of shares of Stock (including Deferred or
Restricted Stock) to be awarded to the participant at the end of the Performance
Period if and to the extent that the relevant measures of performance for such
Long Term Performance Award are met. Such dollar values or number of shares of
Stock may be fixed or may vary in accordance with such performance or other
criteria as may be determined by the Committee.

(b) Adjustment of Awards. The Committee may adjust the performance goals
and measurements applicable to the Long Term Performance Awards to take into
account changes in law and accounting and tax rules and to make such Adjustments
as the Committee deems necessary or appropriate to reflect the inclusion or
exclusion of the impact of extraordinary or unusual items, events or
circumstances in order to avoid windfalls or hardships.

(c) Termination. Unless otherwise provided in the applicable Long Term
Performance Award agreement, if a participant terminates employment or his
consultancy during a Performance Period because of death, Disability or
Retirement, such participant shall be entitled to a payment with respect to each
outstanding Long Term Performance Award at the end of the applicable Performance
Period:

(i) based, to the extent relevant under the terms of the award, upon
the participant's performance for the portion of such Performance Period
ending on the date of termination and the performance of the Company or any
applicable business unit for the entire Performance Period, and

(ii) prorated for the portion of the Performance Period during which
the Participant was employed by the Company, a subsidiary or affiliate,

all as determined by the Committee. The Committee may provide for an earlier
payment in settlement of such award in such amount and under such terms and
conditions as the Committee deems appropriate.

Except as otherwise provided in the applicable Long Term Performance Award
agreement, if a participant terminates employment or his consultancy during a
Performance Period for any other reason, then such participant shall not be
entitled to any payment with respect to the Long Term Performance Award subject
to such Performance Period, unless the Committee shall otherwise determine.

(d) Form of Payment. The earned portion of a Long Term Performance Award
may be paid currently or on a deferred basis with such interest or earnings
equivalent as may be determined by the Committee. Payment shall be made in the
form of cash or whole shares of Stock, including Restricted Stock or Deferred
Stock, or a combination thereof, either in a lump sum payment or in annual
installments, all as the Committee shall determine. If and to the extent a Long
Term Performance Award is payable in Stock and the full amount therefor is not
paid in Stock, then the shares of Stock representing the portion of the value of
the Long Term Performance Award not paid in Stock shall again become available
for award under the Plan.

SECTION 11. Phantom Stock Units.

(a) Administration. Phantom Stock Units may be awarded alone, in addition
to or in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan. The Committee shall determine the eligible persons to whom
and the time or times at which Phantom Stock Units shall be awarded, the number
of Phantom Stock Units to be awarded to any person and the terms and conditions
of the award in addition to those set forth in Section 11(b).

The Committee may condition the grant of Phantom Stock Units upon the
attainment of specified performance goals or such other factors or criteria as
the Committee in its sole discretion, shall determine.

The provisions of Phantom Stock Unit Awards need not be the same with
respect to each recipient.

(b) Terms and Conditions. The Phantom Stock Units awarded pursuant to this
Section 11 shall be subject to the following terms and conditions:

(i) Subject to the provisions of the Plan, Phantom Stock Units may not
be sold, assigned, transferred, pledged or otherwise encumbered.

(ii) Unless otherwise determined by the Committee at grant, amounts
equal to cash dividends, or the Fair Market Value of Stock dividends
declared and paid with respect to the number of shares of Stock equal to
the number of Phantom Stock Units previously granted to a recipient but not
yet surrendered as provided in clause (iii) below will be paid to the
recipient currently or reinvested, at the sole discretion of the Committee,
in an additional number of Phantom Stock Units, which number shall be
determined by dividing the amount of such cash dividends, or the Fair
Market Value of such Stock dividends, by the Fair

<PAGE>

<PAGE>
Market Value of a share of Stock on the date the dividends were declared,
provided that fractional Phantom Stock Units shall be paid in cash.

(iii) A recipient shall be entitled to surrender to the Company
Phantom Stock Units granted to him, such surrender to be upon any date or
dates or during any period specified by the Committee, in its sole
discretion, in the award and upon such other terms and conditions as the
Committee, in its sole discretion, shall specify in such award. Upon such
surrender the Company shall deliver to the recipient cash in an amount
equal to the Fair Market Value of a share of Stock on the date of surrender
multiplied by the number of Phantom Stock Units so surrendered.

(iv) Subject to the provisions of the award and this Section 11, upon
termination of a recipient's employment or consultancy with the Company and
any Subsidiary or Affiliate for any reason, all Phantom Stock Units
previously granted to the recipient that have not vested will vest, or be
forfeited, in accordance with the terms and conditions of the award
established by the Committee at or after grant.

(v) Subject to the provisions of the award and this Section 11, if
termination of a recipient's employment or consultancy with the Company and
any Subsidiary or Affiliate is by reason of death, Early Retirement, Normal
Retirement or Disability, the recipient or the representatives of his
estate shall have the privilege of surrendering for cash the recipient's
Phantom Stock Units which the recipient or the deceased could have
surrendered at the time of his Early Retirement, Normal Retirement,
Disability or death, provided that such surrender must occur prior to the
expiration of the surrender period and within six months after the
recipient's Early Retirement, Normal Retirement, Disability or death.

SECTION 12. Amendments and Termination.

The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation Right (or
Limited Stock Appreciation Right), Restricted or Deferred Stock Award, Stock
Purchase Right, Phantom Stock Unit Award, or Long Term Performance Award
theretofore granted, without the optionee's or participant's consent, or which,
without the approval of the Company's stockholders, would:

(a) except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;

(b) change the employees or class of employees eligible to participate
in the Plan; or

The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 13. Unfunded Status of Plan.

The Plan is intended to constitute an 'unfunded' plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder, provided, however, that, unless the Committee otherwise determines
with the consent of the affected participant, the existence of such trusts or
other arrangements is consistent with the 'unfunded' status of the Plan.

SECTION 14. General Provisions.

(a) The Committee may require each person purchasing shares pursuant to a
Stock Option or other award under the Plan to represent to and agree with the
Company in writing that the optionee or participant is acquiring the shares for
investment and without a view to distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.

<PAGE>

<PAGE>
The Committee may condition the exercise of an Option or the issuance and
delivery of Stock upon the listing, registration or qualification of the Stock
upon a securities exchange or under applicable securities laws.

All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

(b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

(c) The making of an award under this Plan shall not confer upon any
employee of the Company or any Subsidiary or Affiliate any right to continued
employment with the Company or a Subsidiary or Affiliate, as the case may be,
nor shall it interfere in any way with the right of the Company or a Subsidiary
or Affiliate to terminate the employment of any of its employees at any time.

(d) No later than the date as of which an amount first becomes includable
in the gross income of the participant for Federal income tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements
and the Company and its Subsidiaries or Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.

(e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional Restricted Stock (or in Deferred Stock or other types of Plan
awards other than Phantom Stock Units) at the time of any dividend payment shall
only be permissible if sufficient shares of Stock are available under Section 3
for such reinvestment (taking into account then outstanding Stock Options, Stock
Purchase Rights and other Plan awards other than Phantom Stock Units).

(f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.

SECTION 15. Effective Date of Plan.

The Plan shall be effective as of January 1, 1998; subject to the approval
of the Plan by the holders of a majority of the shares of the Company's Common
Stock at the next annual stockholders' meeting in 1998. Any grants made under
the Plan prior to such approval shall be effective when made (unless otherwise
specified by the Committee at the time of grant), but shall be conditioned on,
and subject to, such approval of the Plan by such stockholders. Notwithstanding
any other provision of the Plan to the contrary, no Option, Stock Appreciation
Right or Stock Purchase Right may be exercised and no Restricted or Deferred
Stock or Long Term Performance Award shall become vested until such approval.

SECTION 16. Term of Plan.

No Stock Option, Stock Appreciation Right, Restricted Stock Award, Deferred
Stock Award, Stock Purchase Right, Other Stock-Based Award, Phantom Stock Unit
Award or Long Term Performance Award shall be granted pursuant to the Plan on or
after January 1, 2003, but awards granted prior to such date may extend beyond
that date.

SECTION 17. Certain Stock Options for United Kingdom Employees

Stock Options granted under Section 5 which are Non-Qualified Stock Options
may be granted subject to the terms and conditions of Schedule A hereto. Such
Non-Qualified Stock Options shall be subject to the terms and conditions of the
Plan, including Section 5.

<PAGE>

<PAGE>
SCHEDULE A

THE COOPER COMPANIES, INC.
1998 LONG TERM INCENTIVE PLAN
CERTAIN STOCK OPTIONS FOR UNITED KINGDOM EMPLOYEES

(Providing for the grant of Non-Qualified Stock Options which it is
intended shall satisfy the requirements of the UK Inland Revenue pursuant to
Schedule 9 of the UK Income and Corporation Taxes Act 1988 (the 'Taxes Act')).

Non-Qualified Stock Options may be granted pursuant to this Schedule A in
accordance with such provisions as would be applicable if the provisions of the
Cooper Companies, Inc. 1998 Long Term Incentive Plan (the 'Plan') relating to
Stock Options were here set out in full (provided that such stock options shall
not be granted to an individual in conjunction with any other form of award
under the Plan and that Sections 6, 7, 8, 9, 10, and 11 shall not apply to this
Schedule A), subject to the following modifications:

SECTION A1. Eligibility.

Non-Qualified Stock Options may only be granted under this Schedule A to
individuals who are directors or employees of the Company and its subsidiaries
(and for this purpose a subsidiary shall mean any company of which the Company
has control as defined in section 840 of the Taxes Act) and who are not
ineligible to participate in accordance with the provisions of paragraph 8 of
Schedule 9 to the Taxes Act and, if a director, is required to work in that
capacity for the Company and/or any such subsidiary for at least 25 hours per
week, excluding meal breaks.

SECTION A2. Stock Subject to the Plan.

(a) Non-Qualified Stock Options granted under this Schedule A may only be
made and may only be exercised in respect of Stock which satisfies the
requirements of paragraphs 10-14 of Schedule 9 to the Taxes Act.

(b) Only in the event of any reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other variation of the
Company's Stock, may an adjustment be made under Section 3 of the Plan to the
amount of Stock which is the subject of Non-Qualified Stock Options granted
under this Schedule A and the option price payable in respect thereof and then
only with the prior approval of the UK Inland Revenue and in such manner as the
auditors of the Company confirm in writing to be fair and reasonable.

SECTION A3. Stock Options.

(a) Non-Qualified Stock Options may only be granted pursuant to this
Schedule A at an option price which is not less than 100% of Fair Market Value
as of the date of grant provided that if no sale of Stock occurs on the New York
Stock Exchange on such date the option price shall not be less than the fair
market value of the Stock as determined in accordance with Part VIII of the UK
Taxation of Chargeable Gains Act 1992 and agreed on or before that date for the
purposes of this Schedule A with the UK Inland Revenue Shares Valuation
Division.

(b) No Non-Qualified Stock Options may be granted to an employee or
director which will result in the aggregate option price for all the Stock
comprised in outstanding Non-Qualified Stock Options granted to him under this
Schedule A together with the aggregate option price of all Stock comprised in
outstanding Non-Qualified Stock Options granted to him under any other stock
option scheme established by the Company, or any associated company (as defined
in Section 416 of the Taxes Act), approved under Schedule 9 to the Taxes Act
(except under any savings-related stock option scheme) exceeding 30,000 UK
pounds sterling (converting, for this purpose the option price into pounds
sterling using the exchange rate applicable on the date of grant of such option)
or such other amount as is for the time being specified as being the appropriate
limit for the purposes of paragraph 28(1) of Schedule 9 to the Taxes Act. For
the avoidance of doubt, the limit set out in Section 5(j) of the Plan applying
to Incentive Stock Options shall not apply to Non-Qualified Stock Options
granted under this Schedule A.

(c) The conditions attaching to Non-Qualified Stock Options granted under
this Schedule A shall be determined at grant and may not be determined following
the grant of such option.

A-1

<PAGE>

<PAGE>
(d) In the event of the optionee's death a Non-Qualified Stock Option
granted pursuant to this Schedule A must be exercised within twelve months of
the optionee's death whereupon, to the extent it has not been exercised, such
option shall lapse.

(e) No Non-Qualified Stock Option granted under this Schedule A may be
exercised at any time if the holder of such option is precluded from
participating under this Schedule A by paragraph 8 of Schedule 9 to the Taxes
Act.

(f) Sections 5(k), (l) and for the avoidance of doubt 5(m) and Section
12(iv) of the Plan shall not apply to Non-Qualified Stock Options granted under
this Schedule A. Payments for Non-Qualified Stock Options granted under this
Schedule A may not be made in the form of Restricted Stock.

(g) Within 30 days of the receipt of a written notice (in the form
prescribed by the Company) duly signed by the optionee together with their
option certificate and the full purchase price of the Stock being acquired
pursuant to the exercise of their option the Company shall procure that the
optionee acquires the Stock in respect of which the option has been validly
exercised by (i) allotting Stock to the optionee; or (ii) procuring the transfer
of Stock to the optionee and shall issue a definitive certificate for the Stock
acquired pursuant to the exercise of the option.

(h) Stock issued pursuant to this Schedule A shall rank pari passu with the
issued Stock and the Company shall at all times keep available sufficient Stock
to satisfy the exercise of, to the full extent possible, all options granted
pursuant to this Schedule A which have neither lapsed nor become fully
exercisable.

SECTION A4. Amendments and Termination.

For the purposes of this Schedule A no amendments to this Schedule A
(including any provision of the Plan which is incorporated within this Schedule
A) pursuant to Section 12 shall have effect until the approval of the UK Inland
Revenue has been obtained in respect thereof. This Section A4. shall not however
restrict the general power of the Board of Directors to amend the Plan where the
amendment will not apply to this Schedule A.

A-2

<PAGE>

[Logo]

----------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
----------------------------

MEETING DATE

APRIL 2, 1998

<PAGE>

APPENDIX I
PROXY CARD

THE COOPER COMPANIES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 2, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of The Cooper Companies, Inc., a Delaware
corporation, hereby appoints CAROL R. KAUFMAN, ROBERT S. WEISS and STEPHEN
C. WHITEFORD, and each of them, proxies, with full power of substitution, to
vote all of the shares of common stock of The Cooper Companies, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
The Cooper Companies, Inc. to be held at The New York Marriott East Side,
525 Lexington Avenue, New York, NY, on April 2, 1998 at 10:00 a.m., eastern
standard time, and at any adjournments or postponements thereof, as set forth
on the reverse, and in their discretion upon any other business that may
properly come before the meeting.

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1,
2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 4.

Please MARK the proxy card, fill in the DATE and SIGN on the reverse side
and return promptly in the enclosed envelope.

<PAGE>

Please date, sign and mail your
proxy card back as soon as possible

Annual Meeting of Stockholders

THE COOPER COMPANIES, INC.

April 2, 1998
<TABLE>
<S> <C> <C>
Please mark your
A [X] votes as in this
example.

FOR WITHHELD THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
all nominees from all ITEMS ONE, TWO AND THREE.
except as noted on nominees
the line below Nominees:
1. ELECTION OF [ ] [ ] A. Thomas Bender
EIGHT Michael H. Kalkstein
DIRECTORS. Moses Marx
(check one box only) Donald Press
(Instruction: To withhold authority to vote for Steven Rosenberg
any individual nominee(s), write that nominee's Allan E. Rubenstein, M.D.
name(s) on the line below:) Robert S. Weiss
Stanley Zinberg, M.D.
- --------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of the 1998 Long Term Incentive Plan. [ ] [ ] [ ]

3. Ratification of appointment of KPMG Peat
Marwick LLP as independent certified public [ ] [ ] [ ]
accountants of The Cooper Companies, Inc. for
the fiscal year ending October 31, 1998.

4. In their discretion, the proxies are authorized to vote for the election of such
substitute nominee(s) for directors as such proxies may select in the event that
any nominee(s) named above may become unable to serve, and on such other
matters as may properly come before the Meeting or any adjournments or
postponements thereof.

THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE CHANGE

SIGNATURE___________________________ DATE___________ SIGNATURE______________________ DATE___________

NOTE: Please date this proxy and sign your name exactly as it appears herein. In the case of joint
ownership, each joint owner should sign. If signing as an executor, trustee, guardian, attorney
or in any other representative capacity or as an officer of a corporation, please indicate
your full title as such.
</TABLE>