EMPLOYEE STOCK PLANS

At October 31, 2000, Cooper had two stock-based compensa-tion plans:

1998 LONG-TERM INCENTIVE PLANS (“1998 LTIP”)

We designed the 1998 LTIP to increase Cooper’s stockholder value by attracting, retaining and motivating key employees and consultants who directly influence our profitability. Stockholders approved the 1998 LTIP in April 1998.

  The 1998 LTIP authorized either a committee of three or more individuals not eligible to participate in the 1998 LTIP or Cooper’s Board of Directors to grant to eligible individuals during a five-year period, stock options, stock appreciation rights, restricted stock, deferred stock, stock purchase rights, phantom stock units and long-term performance awards for up to 1 million shares of common stock, subject to adjustment for future stock splits, stock dividends, expirations, forfeitures and similar events. Options generally vest based on Cooper’s stock price, however, in some cases, both stock price and time are the criteria. As of October 31, 2000, 30,000 shares remained available under the 1998 LTIP for future grants. No restricted shares have been granted under the 1998 LTIP. Approximately 2 million shares of restricted stock and stock options were granted under a predecessor plan.

 We intend to submit a new LTIP for shareholder approval at the Annual Meeting of Stockholders in March 2001. The guidelines for granting awards under the new plan will be substantially the same as the current plan.

1996 LONG-TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (“1996 NEDRSP”)

The 1996 NEDRSP provides for annual grants of restricted stock and options to non-employee directors at the start of each fiscal year. Specifically, each non-employee director will be awarded the right to purchase restricted stock worth $7,500 (or $9,375 in the case of the Chairman of the Board who is a non-employee director) for $0.10 per share by January 15 of the year following the date of the grant. Grants of restricted stock not exercised by then will expire. The restrictions on the restricted stock will lapse when the stock reaches certain target values or by the fifth anniversary of the date of grants. In addition, each non-employee director was granted an option to purchase 10,000 shares of Cooper’s common stock in fiscal 2000 and 1999 (or, in the case of the Chairman of the Board who is a non-employee director, 11,250 shares). In fiscal 1998, each non-employee director was granted an option to purchase 5,000 shares (or, in the case of the Chairman of the Board who is a non-employee director, 6,250 shares). 260,000 shares of Cooper’s authorized but unissued common stock had been reserved for this. As of October 31, 2000, 65,971 shares remained available under the 1996 NEDRSP for future grants. Restricted shares of 1,775, 1,994 and 1,312 were granted under the 1996 NEDRSP in fiscal 2000, 1999 and 1998, respectively, and there were no restricted shares with restrictions in place outstanding at October 31, 2000. The 1996 NEDRSP expired on November 16, 2000. We intend to institute a new plan that will be substantially identical to the current plan.

Common stock activity under these plans was:

	YEARS ENDED OCTOBER 31,
	2 0 0 0			1 9 9 9			1 9 9 8
	Options	Weighted Average Exercise Price		Options	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
Outstanding at beginning   of year	1,796,778	$	29.39	1,660,797	$	29.12	929,564	$	19.39
Granted	295,750	33.12		231,250	27.29		806,250	38.16
Exercised	(213,696)	14.40		(60,269)	7.76		(75,017)	5.68
Forfeited	(37,000)	36.48		(35,000)	39.85		-	-
Outstanding at end   of year	1,841,832	$	31.59	1,796,778	$	29.39	1,660,797	$	29.12
Options exercisable   at year end	1,222,332	$	26.34	1,080,478	$	23.17	605,797	$	19.99
Weighted-avg. fair value   of options granted   during the year		$	12.90		$	11.33		$	8.57

The options outstanding at October 31, 2000 for the stock option plans are:

	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding at 10/31/00	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding at 10/31/00	Weighted Average Exercise Price
$ 5.91-7.68	80,334	4.63	$	6.92	80,334	$	6.92
$ 14.31-16.00	107,165	5.91	14.90		107,165	14.90
$ 20.00-21.00	103,333	5.78	20.13		103,333	20.13
$ 23.44-25.56	247,250	8.20	24.11		246,400	24.10
$ 26.00-30.69	315,000	7.91	27.44		302,650	27.30
$ 34.00-35.09	477,500	8.32	34.98		243,000	34.87
$ 36.00-40.38	273,250	7.38	37.81		139,450	37.97
$ 43.20-62.21	238,000	7.90	51.72		-	-
$ 5.91-62.21	1,841,832	7.60	$	31.59	1,222,332	$	26.34

The excess of market value over $.10 per share of restricted shares on respective dates of grant is initially recorded as deferred compensation and charged to operations as earned. Restricted shares and other stock compensation charged against operating income for the years ended October 31, 2000, 1999 and 1998 was $154,000, $210,000 and $260,000, respectively.

PRO FORMA INFORMATION

As permitted by FASB 123, Cooper applies APB Opinion No. 25 and related interpretations to account for its plans for stock options issued to employees. Accordingly, no compensation cost has been recognized for its employee stock option plans, as options are granted with exercise prices equal to or greater than 100% of their fair value at the grant date. Had compensation cost for our stock-based compensation plans been determined under the fair value method included in SFAS 123, our net income and earnings per share would have been reduced to the pro forma amounts indicated below:

(In thousands, except per share amounts)		Years Ended October 31,
		2 0 0 0		1 9 9 9		1 9 9 8
Net Income	As reported	$	28,968	$	25,100	$	39,846
	Pro forma	$	27,694	$	21,721	$	34,512
Basic earnings
per share	As reported	$	2.04	$	1.78	$	2.69
	Pro forma	$	1.95	$	1.54	$	2.33
Diluted
earnings	As reported	$	2.00	$	1.75	$	2.61
per share	Pro forma	$	1.93	$	1.54	$	2.28

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in fiscal 2000, 1999 and 1998: dividend yield: 0.249%, 0.382% and 0%; expected volatility: 45%, 50% and 48%; expected option lives of 3.5 years for all three years and risk-free interest rates of 5.9%, 5.8% and 4.8%, respectively.