FIRST AMENDMENT TO THE 1996 LONG TERM
                  INCENTIVE PLAN OF THE COOPER COMPANIES, INC.
                           FOR NON-EMPLOYEE DIRECTORS


        WHEREAS, the Board of Directors approved and adopted The 1996 Long Term
Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc. (the
"Plan"), effective November 1, 1995.

        WHEREAS, as permitted by Section 11 of the Plan, this First Amendment to
the Plan was approved by a resolution of the Board of Directors of the Company
on September 9, 1996, effective immediately. This First Amendment, together with
the Plan, constitutes the entire Plan as amended to date.

        NOW, THEREFORE, the Plan is amended as set forth herein.

               Section 2f. of the Plan is hereby amended to read in its entirety
as follows:

               "Committee" shall mean the Board or, if, after September 9, 1996,
        the Board delegates its power and authority to administer this Plan to a
        committee of the Board described in this Section 4, such committee.

               Section 4 of the Plan is hereby amended to read in its entirety
as follows:

               4. COMMITTEE. The Plan shall be administered by the Board or, if,
        after September 9, 1996, the Board delegates its power and authority to
        administer this Plan to a committee of the Board described in this
        Section 4, 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" as defined by Rule
        16b-3. 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. At all meetings of the Committee, the
        presence of a majority of the members of the Committee at the time of
        such meeting shall be necessary to constitute a quorum. Any act of a
        majority of the quorum present at the meeting shall be the act of the
        Committee.

        Executed at Pleasanton, California, this 10th day of October, 1996.


                                            By:    /s/ Robert S. Weiss
                                                   --------------------
                                                   Robert S. Weiss
                                                   Executive Vice President

                                            By:    /s/ Carol R. Kaufman
                                                   ---------------------
                                                   Carol R. Kaufman
                                                   Secretary