Exhibit 10.16

                               AMENDMENT NO. 4 TO
          THE 1996 LONG TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
                          OF THE COOPER COMPANIES, INC.

         WHEREAS, The Cooper Companies, Inc. (the "Company") has adopted The
1996 Long Term Incentive Plan for Non-Employee Directors of The Cooper
Companies, Inc. (the "Plan"); and

         WHEREAS, Section 11 of the Plan permits the Board of Directors of the
Company to amend the Plan, subject to certain limitations; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan in certain respects;

         NOW THEREFORE, the Plan is hereby amended as follows:

         FIRST: The first paragraph of Section 3 of the Plan are hereby amended
by deleting the number "215,000" wherever it appears, and by inserting the
number "260,000" in its stead.

         SECOND: The provision of Paragraph First hereof shall be effective as
of October 24, 2000.

         THIRD: Except to the extent herein above set forth, the Plan shall
remain in full force and effect.

         IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Amendment No. 4 to the Plan to be executed by a duly authorized officer of
the Company as of October 24, 2000.


                                              THE COOPER COMPANIES, INC.


                                              By:     /s/ Carol R. Kaufman
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                                              Title:  V.P. Legal Affairs
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