EMPLOYMENT AND SEPARATION AGREEMENT

This Employment and Separation Agreement (the Agreement) is made by and between Gregory A. Fryling (the Executive) and CooperVision, Inc., a New York corporation and The Cooper Companies, Inc., a Delaware corporation (collectively, the Company), effective as of the eighth (8^th) day following the Executives signature without revocation (the Effective Date).

WHEREAS, the Executive is the President & Chief Operating Officer of CooperVision, Inc.;

WHEREAS, the Executive and the Company entered into a Severance Agreement dated May 21, 1990, as amended February 12, 1993 and June 2, 1994 (the Severance Agreement);

WHEREAS, the Company and the Executive desire to document the terms of Executives employment through March 15, 2008 at which time Executives employment with the Company will terminate and, except as expressly provided herein, to terminate the Severance Agreement;

WHEREAS, the Company and the Executive acknowledge that the Executive has developed for the Company and has had, and will continue to have, access to Confidential Information (as defined in Section 6 of this Agreement); that it would be impossible for the Executive to accept employment competitive with the Company without the risk of use or disclosure, however inadvertent, of the Confidential Information; and that the restrictions imposed upon the Executive by this Agreement and by Section 14 of the Severance Agreement are as narrow in scope as is consistent with the protection of the Companys legitimate interest in the protection of the Confidential Information;

WHEREAS, the Company and the Executive now wish to document the separation of the Executives employment relationship and fully and finally to resolve all matters between them; and

WHEREAS, the Executive and the Company desire to assure a smooth and effective transition of the Executives duties to his successor and to wind-up their employment relationship amicably;

THEREFORE, in exchange for the good and valuable consideration set forth herein, the adequacy of which is specifically acknowledged, the Executive and the Company hereby agree as follows:

1. Separation Date. The Executive acknowledges that his status as an employee of the Company, and of any subsidiary or affiliate of the Company, shall end on March 15, 2008, unless sooner terminated by the Company or the Executive as permitted by this Agreement (the Separation Date). The Executive further agrees to resign any and all positions as an officer of the Company or an officer or member of the Board of Directors of all Company affiliates and subsidiaries effective as of March 31, 2007. The Company shall pay to the Executive his accrued and unused vacation time through March 31, 2007 on the Separation Date.

2. Extension and Continuing Effect of Section 14 of the Severance Agreement. The Executive agrees that, in view of his development of and access to Confidential Information of the Company, and the substantial benefits provided to him by this Agreement, Section 14 of the Severance Agreement (Competitive Activity) shall be extended, and shall continue in full force and effect, through the later of (a) the last date upon which the Executive receives cash payments or other benefits, or (b) the last date that any of his stock options remain exercisable. Notwithstanding the foregoing, the enterprises with which the Executive is precluded from participating in the management or control of, or acting on behalf of as an executive, employee, consultant, independent contractor or advisor are limited to enterprises that provide eye care goods and services. The Executive may seek a waiver from the Company of the provisions of Section 14 of the Severance Agreement for specific opportunities that may be presented to him, which waiver the Company may grant or deny, in its sole and absolute discretion.

3. Employment. From April 1, 2007 through March 15, 2008 (the Employment Period), and subject to the Executives strict compliance with Section 14 of the Severance Agreement and Sections 6 and 9 of this Agreement, the Executive shall continue to be employed by the Company as an employee and shall no longer serve as the President & Chief Operating Officer of CooperVision, Inc. During the Employment Period Executive shall be responsible for the discharge of certain special projects, as assigned to him by the Chief Executive Officer or Chief Operating Officer of the Company. On and after April 1, 2007 Executives employment shall be on the following terms:

(a) Salary. The Executive shall receive a salary of $450,000 (four hundred fifty thousand dollars) (Base Salary) during the Employment Period, payable pro-rata in accordance with the Companys normal payroll practices.

(b) Stock Options. The Executive has received grants of options to purchase shares of common stock of The Cooper Companies, Inc., on the grant dates, and at the exercise prices as reflected in Exhibit A hereto. Notwithstanding anything contained in the option agreements to the contrary, the options shall be exercisable once the designated performance vesting criteria have been met, regardless of any holding period requirement or time based vesting criteria, and:

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