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Report of Management on Disclosure and Compliance he Sarbanes-Oxley Act of 2002 (SOX), combined in accordance with generally accepted accounting prin Twith the implementing rules of the Securities and ciples This system is augmented by the careful selection Exchange Commission (SEC) and related SEC-approvedand training of qualified personnel, a proper division of corporate governance listing requirements of the New responsibilities and the dissemination of written policies York Stock Exchange (NYSE) continue to have a signifi and procedures During 2004, the Company conducted cant impact on the corporate governance, recordkeeping an assessment of its internal control program as required and public disclosure obligations of Cooper and other by Section 404 of SOX This assessment did not identify publicly traded companies Cooper complies with all any material weaknesses in Cooper's internal controls sections of SOX and the related SEC rules and Stock An internal audit program monitors the effectiveness Exchange requirements, including certification by the of this control system The Audit Committee of the Board Chief Executive Officer and Chief Financial Officer of of Directors, which is comprised solely of independent the integrity and accuracy of Coopers financial statements directors, is responsible for overseeing the Company's The law also requires Cooper to maintain procedures financial reporting process The Audit Committee meets to provide reasonable assurance that the Company is able periodically with management and Cooper's internal to collect, process and disclose the information required auditors to review the work of each and to monitor the in the Company's quarterly and annual reports, as well as discharge by each of its responsibilities The Vice Presi current reports on Form 8-K The law also requires peri dent, Internal Audit, reports directly to the Audit Com odic review and evaluation of these reporting procedures mittee The Audit Committee also hires independent Here, too, Cooper fully complies with these regulations auditors to help discharge its responsibilities and meets Coopers management continues to hold primary periodically with these independent auditors, who have responsibility for the Consolidated Financial Statements free access to the Audit Committee and the Board of and other information included herein and m the Annual Directors to discuss the quality and acceptability of the Report on Form 10-K and for ascertaining that the data Company's financial reporting and internal controls fairly reflects the Company's financial position, results of In addition, the Company, acting through the Audit operations and cash flows The Company prepared the Committee, has implemented a procedure providing Consolidated Financial Statements in accordance with for the confidential submission by employees to the generally accepted accounting principles, and such state Corporate Ethics Committee, with notice to the Audit ments necessarily include amounts that are based on best Committee, of concerns regarding any questionable estimates and judgments, with appropriate consideration accounting or auditing matters given to materiality Ernst & Young LLP, Cooper's independent audi The Company's system of internal controls is tors, is engaged to express an opinion on the Company's designed to provide reasonable assurance that Company Consolidated Financial Statements Their opinion is assets are safeguarded from loss or unauthorized use or based on procedures that they believe to be sufficient to disposition and that transactions are executed in accor provide reasonable assurance that the financial statements dance with management's authorization and are properly contain no material errors Ernst & Young LLP is also recorded to permit the preparation of financial statements engaged to attest to the effectiveness of the Company's internal controls as required under Section 404 of SOX , s______ i--. _ .................... ............. * Ifc m^m ....r:___- *- * ._____