The Cooper Companies, Inc.
Organization And Compensation Committee Charter

This Organization and Compensation Committee Charter was originally adopted by the Board of Directors (the "Board") of The Cooper Companies, Inc. (the "Company") on December 16, 2003.

Purpose

The Organization and Compensation Committee (the "Committee"), on behalf of The Cooper Companies' Board of Directors, oversees the corporate compensation policy that is intended to create a direct relationship between pay levels, corporate performance and returns to stockholders. The Committee monitors the results of such policy to assure that executive and Director compensation meets competitive pay levels, creates proper incentives to enhance stockholder value, rewards superior and planned performance, and is justified by the returns to stockholders. The Committee also recommends to the Board of Directors for approval: management development, succession planning, and management and director compensation programs to make certain that the Company is assured of current and future top-caliber leadership talent.

Duties and Responsibilities

On a regular basis, the Committee reviews, discusses, considers, recommends to the Board, and/or approves the following:

1.        The Company's overall compensation philosophy, supporting policies and procedures, and issues of internal equity between and amongst the Company's key executives;

2.        Industry pay practices and the Company's relative competitive pay positioning with respect to key executives' base salaries, cash incentives, equity participation levels, benefits/perquisites, contractual, and severance arrangements;

3.        The impact of equity participation on executive performance, and its potential dilutive effect on stockholder interests, as well as other stockholder concerns regarding executive performance and compensation;

4.        Whether the Board should issue equity awards to employees for a given fiscal year and the nature and gross amount of such awards. If the Board approves the nature and any gross amount of grants of equity to employees, then the Committee will determine the allocation of those grants amongst the business units and individually with respect to the 16b employees;

5.        Whether the Board should issue equity awards to Directors for a given fiscal year and the nature and amounts of such awards for directors;

6.        Key executive performance and developmental progress and goals;

7.        Director self-evaluation policies;

8.        Executive organization, staffing plans and succession planning needs;

9.        Governmental and regulatory developments (i.e., IRS, SEC, NYSE, FASB, etc.) and proposals which relate to the organization, management and compensation issues affecting the Company;

10.     The required annual report of the Committee to be included in the Company's Proxy Statement to stockholders;

11.     The linkage between pay programs and the Company's operating budgets, business model, and strategic plan and direction;

12.     The appropriate mix, balance, cost and corporate tax deductibility of all pay package elements;

13.     Recommendations from management and opinions of outside advisors;

14.     Current and emerging developments in the areas of corporate organization, compensation, and management and the need to bring such matters to the full Board of Directors for further review, consideration, and potential action;

15.     The desirability of the Committee (with sole authority to do so) retaining appropriate consultants to assist the Committee with evaluations of CEO, executive officer, and Director compensation;

16.     A review and reassessment of this Charter, followed by recommended changes (if any) presented to the Board for its consideration; and

17.     An evaluation of its own performance, including its compliance with this Charter, followed by reports to the Board which may include recommendations for changes in procedures or policies governing the Committee (if any).

Specific Purview and Approval Authority

The Committee will review, and its approval is required for:

Composition and Meetings

Disclosure of Charter

This Charter shall be made available on the Company's website at http://www.coopercos.com and to any stockholder who otherwise requests a copy. The Company's Proxy Statement and Annual Report to Stockholders shall state the foregoing.