Summary of Executive Compensation Arrangements

Exhibit 10.1

SUMMARY OF COMPENSATION ARRANGEMENTS FOR
NAMED EXECUTIVE OFFICERS

     Following is a description of compensation arrangements that have been approved by the Management Development and Compensation Committee (“Committee”) of the Company’s Board of Directors for the Chief Executive Officer and the other four most highly compensated executive officers in 2004 (the “Named Executive Officers”).

Base Salary – The current annual base salaries of the Company’s Named Executive Officers are as follows:

Annual Incentive Compensation

     On February 8, 2005, the Committee established performance goals and maximum bonus opportunities for the Named Executive Officers and other executives for the fiscal year ending December 31, 2005. The 2005 annual incentive compensation awards are made pursuant to the Company’s Management Annual Incentive Plan, as amended, which was filed as Exhibit 10.18 to Cooper’s Form 10-K for the fiscal year ended December 31, 2003. The performance goals for 2005 are based upon actual results as compared to budgeted performance on two financial measures: (1) earning per share; and (2) free cash flow, with the award being determined by reference to a matrix of different performance levels. Participants can receive a bonus based on a percentage of their annual salary if the Company meets threshold, good, target or maximum attainments. In determining the actual annual incentive award to be part to an executive, the Committee may also consider the executive’s individual performance objectives and personal contributions.

     The following table sets forth the minimum and maximum annual incentive award payouts for each of the Company’s Named Executive Officers based on the achievement of the Company’s performance criteria for the year ending December 31, 2005.

Stock Options

     The Company’s Amended and Restated Stock Incentive Plan provides for the granting of stock options, restricted stock units and performance-based share awards to the Named Executive Officers and other key executives. On February 8, 2005, the Committee approved the following nonqualified stock option grants to the Named Executive Officers at an exercise price of $70.94, which was the fair market value of the Company’s stock on the grant date.

     In addition, in connection with Mr. Hachigian’s promotion to Chief Executive Officer and Mr. Riley’s continued service as Chairman of the Company, on April 25, 2005, the Committee approved the following non-qualified stock option grants at an exercise price of $65.47, which was the fair market value of the Company’s stock on the grant date.

     All the stock option grants disclosed above vest in three equal annual installments and expire seven years after the grant date, except the options granted to Mr. Riley will expire on December 1, 2010.

Performance Shares

     On February 8, 2005 the Committee also set performance goals for performance – based share awards for the Named Executive Officers and other key executives for a three-year performance period beginning on January 1, 2005 and ending on December 31, 2007. The Committee set performance goals tied to the cumulative compound growth in earnings per share during the performance period. The Committee determined that compound earnings per share growth over the period of the at least 4% was required before any award would be earned and at least 16% was required for a payout at the maximum level. The awards, to the extent earned, will be distributed in Class A common shares of Cooper, or at the executive’s election and upon approval by the Committee, up to 50% of the earned award may be paid in cash. The following table presents information about the long term incentive award granted in 2005 to the Named Executive Officers.