Document 0xKqrjYdXe0jB0QezL2kYrVO

elOvk Page 36 of 84 Table of Contents ITEM 9A. CONTROLS AND PROCEDURES As of the end of the period covered by this report, Cooper's management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of Cooper's disclosure controls and procedures Based on that evaluation, Cooper's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the disclosure controls and procedures are effective There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation See Report of Management on Internal Control Over Financial Reporting on page F-l Cooper is executing a multi-year process of implementing an Enterprise Business System ("EBS") globally Implementing an EBS system on a global basis involves significant changes m business processes The implementation is phased, which reduces the risks associated with making these changes In addition, Cooper is takmg the necessary steps to monitor and maintain appropriate internal controls during the implementations ITEM 9B. OTHER INFORMATION Not applicable PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by this Item is set forth under the captions "Election of Directors", "Executive Officers", "Meetings of the Cooper Board and its Committees", and "Code of Ethics and Business Conduct" in Cooper's Proxy Statement to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with Cooper's 2005 Annual Meeting of Shareholders (the "Proxy Statement") and is incorporated herein by reference ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is set forth under the caption "Executive Management Compensation" in the Proxy Statement and is incorporated herein by reference ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is set forth under the captions "Cooper Stock Ownership", "Security Ownership of Management" and "Equity Compensation Plan Information" in the Proxy Statement and is incorporated herein by reference ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is set forth under the caption "Relationship with Independent Auditors" in the Proxy Statement and is incorporated herein by reference 30 http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006