Form of Stock Certificate



 Exhibit 4.1 
  


			
	COMMON	 	COMMON
		
	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
	 	 SEE REVERSE FOR
 CERTAIN DEFINITIONS

		
	 	 	CUSIP 216648 40 2
	The COOPER Companies	 	 

  
 THE COOPER
COMPANIES, INC. 
  
 THIS IS TO CERTIFY THAT 
  
  
 IS THE OWNER OF

  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE $.10 EACH, OF 
  
 The Cooper Companies, Inc., (hereinafter referred to as
the “Company”) transferable in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all provisions of the
Certificate of Incorporation and all amendments and supplements thereto of the Company to all of which the holders by acceptance hereof assents. This certificate is not valid unless countersigned by a Transfer Agent and registered by a Registrar.

  
 Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers. 
  
 Dated:

  

			
	/s/    ROBERT S. WEISS        	  	/s/    CAROL R. KAUFMAN        
	CHIEF FINANCIAL OFFICER	  	VICE PRESIDENT OF LEGAL AFFAIRS

  
 COUNTERSIGNED AND REGISTERED:

  
 AMERICAN STOCK TRANSFER & TRUST COMPANY 
 (NEW YORK, N.Y.) 
  
 TRANSFER AGENT 
 AND REGISTRAR 
  

					
	 By
	 	  

	 	 
			
	 	 	 	 	AUTHORIZED SIGNATURE








 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OR SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	 TEN COM
	 	— as tenants in common	  	UNIF GIFT MIN ACT — ____________________	  	 Custodian ____________________

	 TEN ENT
	 	— as tenants by the entireties	  	 	 	                  (Cust)	  	  (Minor)
	 JT TEN
	 	 — as joint tenants with right of
      survivorship and not as tenants
      in common
	  	 	 	         under Uniform Gifts to Minors
	 	 
	 	  	 	        Act ____________________________________	 
	 	  	 	 	        (State)	 	 
	 	 	  	 	 	 	  	 	 	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value received,                      hereby sell, assign and transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
         IDENTIFYING NUMBER OF ASSIGNEE 
  

  

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

  

  

 Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                               
  

  
 Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. 
  
 Dated,                     
  

	
	
	 


  
 Signature(s) Guaranteed:

  

 THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO S.E.C. RULE 17Ad-15. 
  
 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.