THE COOPER COMPANIES, INC.
                       TURN-AROUND INCENTIVE PLAN
                                    

OBJECTIVES:
     To recognize the special efforts of certain individuals in
     guiding the Company through a resolution of its difficulties
     arising from its current capital structure and its former
     ownership of companies manufacturing and distributing breast
     implants, thereby leading to the creation of new shareholder
     value.

TARGETS:
     In order to earn awards under the Plan, two conditions must be
     satisfied:

     1(a) A resolution must be reached with respect to all of the
          Company's liabilities and obligations arising from its
          former ownership of companies engaged in the manufacture
          and sale of breast implants which reduces the Company's
          contingent liability arising from the Company's former
          breast implant businesses in a manner approved by the
          Board of Directors; and

      (b) The average price of the Company's common stock as quoted
          on a stock exchange or as listed in the NASDAQ system
          over a period of 30 consecutive days must equal or exceed
          $1.50 per share;

                                    AND

     2(a) Same as 1(a) above; and

      (b) The average price of the Company's common stock as quoted
          on a stock exchange or as listed in the NASDAQ system
          over a period of 30 consecutive days must equal or exceed
          $3.00 per share.

AWARDS:
     Upon satisfaction of Target 1, participants will earn one-
     third of their allocated award.

     Upon satisfaction of Target 2, participants will earn the
     remaining two-thirds of their allocated award.


PAYMENT OF AWARDS:
     The payment of awards upon the satisfaction of Targets 1 and
     2, respectively, shall be made as follows:

     1.   Fifty percent of the tranche earned will be paid in cash
          promptly following achievement of the Target.

     2.   The remaining fifty percent shall be paid by means of the
          issuance of that number of shares of restricted stock
          that has a value, on the date on which the Target is
          achieved, equal to fifty percent of the tranche earned.

     Restrictions will be as described in a Restricted Stock Agree-
     ment in form and substance acceptable to the Company's
     counsel, and shall be removed from the first tranche of shares
     of restricted stock on the second anniversary of the satis-
     faction of Target 1.  Restrictions will be removed from one-
     half of the second tranche of shares on each of the first and
     second anniversaries of the satisfaction of Target 2.  In the
     event a participant's employment with the Company or an
     affiliate thereof is terminated prior to the applicable
     anniversary date (a) by the Company or said affiliate for
     "Cause" (i.e., misconduct in the performance of one's duties
     on behalf of the Company), or (b) the participant terminates
     his employment with the Company or an affiliate either (i)
     without "Good Reason" (as such term is defined in any
     employment or severance agreement covering the participant at
     issue) or (ii) in the absence of such an agreement, for any
     reason other than due to a "Change in Control" (as such term
     is defined in the 1988 Long Term Incentive Plan), said shares
     shall be forfeited.  In the event that a participant's
     employment is terminated by the Company or its affiliate other
     than for Cause or by the participant for Good Reason, after
     earning restricted stock  but prior to the removal of
     restrictions, restrictions shall be removed on the date of
     termination and certificates evidencing such shares shall be
     delivered to the participant.

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