This Agreement - COOPER INDUSTRIES PLC - 3-8-2004

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This Agreement - COOPER INDUSTRIES PLC - 3-8-2004 Powered By Docstoc
					EXHIBIT 10.14 This Agreement is made between Cooper Industries, Inc., an Ohio corporation, having its principal office in Houston, Texas (the "Company"), and the undersigned, an employee of the Company or a subsidiary of the Company (the "Employee"). The parties hereto have agreed as follows: 1. Pursuant to the Cooper Industries, Inc. Stock Incentive Plan (the "Plan"), the Company grants to the Employee an Incentive Stock Option ("Option") to purchase the above stated number of shares of Cooper Industries, Ltd. Class A common stock, $.01 per share (the "Shares"), at the price stated above, subject to the following conditions: (a) The Option rights are exercisable only if and after the Employee shall have remained in the employ of the Company for one year from the date of grant of this Option (the "Grant Date"). The Option shall become exercisable to the extent of only 33 1/3% of the aggregate number of Shares above specified, after one year, 66 2/3% after two years, and 100% after three years from the Grant Date. (b) During the lifetime of the Employee, the Option rights are exercisable only by the Employee, and, except as otherwise provided in Sections 2, 3 and 4 below, only if the Employee has remained continuously in the employ of the Company from the Grant Date. (c) The Option rights shall expire at the end of the period of 7 years commencing with the Grant Date, or upon such earlier expiration or termination date as may be provided by Sections 2, 3, 4 or 9 hereof and such Option rights shall not be exercisable thereafter. 2. If, after the expiration of one year from the Grant Date, the Employee shall cease to be employed by the Company for any reason other than death, disability or Retirement, the Option rights shall terminate immediately. For purposes of this Agreement, the term "Retirement," "Retires" or "Retired" means cessation of employment with the Company at a time when the Employee would be eligible to retire in accordance with any retirement plan of the Company then in effect. If the Employee Retires after the expiration of one year from the Grant Date, then the Employee may exercise the Option rights following such Retirement for a period of five years after Retirement or until the Expiration Date, whichever is lesser. However, if an Employee Retires and accepts employment with any competitor of, or otherwise engages in competition with, the Company, the Committee, in its sole discretion, may require such Employee to forfeit any unexercised Options under this Agreement. Incentive Stock Options must be exercised within 90 days from Retirement in order to retain favorable tax treatment. Options exercised more than 90 days from Retirement will be considered to be nonqualified exercises and applicable taxes will be collected at the time of exercise. 3. If, after the expiration of one year from the Grant Date, the Employee shall cease employment as the direct result of disability (as defined in the Company's qualified Salaried Pension Plan), all outstanding options granted to the Employee become exercisable immediately and the Employee may exercise such outstanding options for a period of one year after the cessation of employment resulting from disability or until the Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary contained in Section 1(a) above. 4. If, after the expiration of one year from the Grant Date, the Employee shall die while in the employ of the Company, or while Retired with exercisable Options under Section 2, all outstanding options granted to the Employee become exercisable immediately and the person entitled by will or the applicable laws of descent and distribution may exercise such outstanding Options for a period of one year after the date of death or until the Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary contained in Section 1(a) above. 5. The Option may be exercised by delivering to the Company at its principal executive office (directed to the attention of the Secretary or Assistant Secretary) a written notice, signed by the Employee or a person entitled by will or the laws of descent and distribution to exercise the Option, as the case may be, of the election to exercise the Option and stating the number of Shares in respect of which it is then being exercised. The Option shall be deemed exercised as of the date the Company receives such notice. Such

notice shall, and as an essential part thereof, be accompanied by the payment of the full purchase price of the Shares then to be purchased. In the event the Option shall be exercised, as provided herein, by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) shares of Cooper Industries, Ltd. Class A common stock, $.01 per share ("Stock"), or (c) any combination of cash and Stock, provided that any Stock used by the Employee in payment of the purchase price must have been acquired (whether by purchase, exchange or otherwise) by the Employee and held for a period of more than six months, and provided further that the Company reserves the right to prohibit the use of Stock as payment of the purchase price. Stock used in payment of the purchase price shall be valued at the average of the high and low trading prices of such Stock on the New York Stock Exchange or as reported in the consolidated transaction reporting system for the date of exercise. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate for the Shares purchased. The Employee agrees that as holder of the Option he or she shall have no rights as shareholder in respect of any of the Shares as to which the Option shall not have been effectively exercised as herein provided and that no rights as a shareholder shall arise in respect of any Shares as to which the Option shall have been duly exercised until and unless a certificate for such Shares shall have been issued. 6. This Option shall not be exercisable if such exercise would violate: (a) Any applicable state securities law; (b) Any applicable registration or other requirements under the Securities Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended, or the listing requirements of any stock exchange; or (c) Any applicable legal requirement of any other governmental authority. Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise of this Option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance and delivery of certificates for the Shares, the delivery to the Company of a written statement that the Employee is acquiring such Shares for investment only and not with a view to, or for resale in connection with, the distribution thereof; that such person understands that the Shares may be "restricted securities" as defined in Rule 144 issued under the Act; and that any resale, transfer or other disposition of said Shares will be accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and regulations thereunder. The Company may place on the certificates evidencing such Shares an appropriate legend reflecting the aforesaid statement and the Company may refuse to permit transfer of such certificates until it has been furnished evidence satisfactory to it that no violation of the Act or the rules and regulations thereunder would be involved in such transfer. 7. In consideration of the granting of this Option by the Company, the Employee agrees that he or she will remain in the employ of the Company for a period of not less than one year from the Grant Date unless during said period his or her employment shall be terminated on account of incapacity or with the consent of the Company. Nothing herein contained shall limit or restrict any right which the Company would otherwise have to terminate the employment of the Employee. 8. This Option and the Option rights granted hereunder are not assignable or transferable or subject to any disposition by the Employee otherwise than by will or by the laws of descent and distribution. 9. In the event of a reorganization, recapitalization or other change in the capital stock, corporate structure or business of the Company, the Board of Directors shall make appropriate adjustments to the number of Shares subject to the Option and the exercise price so as to maintain the proportionate interest of the Employee and preserve the value of the Option. In the event of a Change in Control of the Company, outstanding Options shall be settled in accordance with Section 18.2 of the Plan. 10. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the

Company shall be considered employment by the Company.

notice shall, and as an essential part thereof, be accompanied by the payment of the full purchase price of the Shares then to be purchased. In the event the Option shall be exercised, as provided herein, by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) shares of Cooper Industries, Ltd. Class A common stock, $.01 per share ("Stock"), or (c) any combination of cash and Stock, provided that any Stock used by the Employee in payment of the purchase price must have been acquired (whether by purchase, exchange or otherwise) by the Employee and held for a period of more than six months, and provided further that the Company reserves the right to prohibit the use of Stock as payment of the purchase price. Stock used in payment of the purchase price shall be valued at the average of the high and low trading prices of such Stock on the New York Stock Exchange or as reported in the consolidated transaction reporting system for the date of exercise. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate for the Shares purchased. The Employee agrees that as holder of the Option he or she shall have no rights as shareholder in respect of any of the Shares as to which the Option shall not have been effectively exercised as herein provided and that no rights as a shareholder shall arise in respect of any Shares as to which the Option shall have been duly exercised until and unless a certificate for such Shares shall have been issued. 6. This Option shall not be exercisable if such exercise would violate: (a) Any applicable state securities law; (b) Any applicable registration or other requirements under the Securities Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended, or the listing requirements of any stock exchange; or (c) Any applicable legal requirement of any other governmental authority. Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise of this Option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance and delivery of certificates for the Shares, the delivery to the Company of a written statement that the Employee is acquiring such Shares for investment only and not with a view to, or for resale in connection with, the distribution thereof; that such person understands that the Shares may be "restricted securities" as defined in Rule 144 issued under the Act; and that any resale, transfer or other disposition of said Shares will be accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and regulations thereunder. The Company may place on the certificates evidencing such Shares an appropriate legend reflecting the aforesaid statement and the Company may refuse to permit transfer of such certificates until it has been furnished evidence satisfactory to it that no violation of the Act or the rules and regulations thereunder would be involved in such transfer. 7. In consideration of the granting of this Option by the Company, the Employee agrees that he or she will remain in the employ of the Company for a period of not less than one year from the Grant Date unless during said period his or her employment shall be terminated on account of incapacity or with the consent of the Company. Nothing herein contained shall limit or restrict any right which the Company would otherwise have to terminate the employment of the Employee. 8. This Option and the Option rights granted hereunder are not assignable or transferable or subject to any disposition by the Employee otherwise than by will or by the laws of descent and distribution. 9. In the event of a reorganization, recapitalization or other change in the capital stock, corporate structure or business of the Company, the Board of Directors shall make appropriate adjustments to the number of Shares subject to the Option and the exercise price so as to maintain the proportionate interest of the Employee and preserve the value of the Option. In the event of a Change in Control of the Company, outstanding Options shall be settled in accordance with Section 18.2 of the Plan. 10. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the

Company shall be considered employment by the Company.

Company shall be considered employment by the Company. 11. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of said Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes. 12. The Employee hereby agrees to notify the Company promptly of the disposition, whether by sale, exchange or otherwise, of any Shares acquired pursuant to this Option within a period of one year from their acquisition. Such notice shall state the date and manner of disposition and the proceeds, if any, received by the Employee as a result thereof. 13. Notwithstanding any provisions hereof, this Agreement and the Option granted hereunder shall be subject to all of the provisions of the Plan as are in effect from time to time, which provisions are incorporated herein by reference. 14. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written. Cooper Industries, Inc. By: Employee Signature Social Security No. Home Address

EXHIBIT 10.15 This Agreement is made between Cooper Industries, Inc., an Ohio corporation, having its principal office in Houston, Texas (the "Company"), and the undersigned, an employee of the Company or a subsidiary of the Company (the "Employee"). The parties hereto have agreed as follows: 1. Pursuant to the Cooper Industries, Inc. Stock Incentive Plan (the "Plan"), the Company grants to the Employee a Nonqualified Stock Option ("Option") to purchase the above stated number of shares of Cooper Industries, Ltd. Class A common stock, $.01 per share (the "Shares"), at the price stated above, subject to the following conditions: (a) The Option rights are exercisable only if and after the Employee shall have remained in the employ of the Company for one year from the date of grant of this Option (the "Grant Date"). The Option shall become exercisable to the extent of only 33 1/3% of the aggregate number of Shares above specified, after one year, 66 2/3% after two years, and 100% after three years from the Grant Date. (b) Except as otherwise provided in Sections 2, 3 and 4 below, the Employee or any permitted transferee of the Option under Section 8 ("Permitted Transferee"), may exercise the Option rights only if the Employee has remained continuously in the employ of the Company from the Grant Date. (c) The Option rights shall expire at the end of the period of 7 years commencing with the Grant Date, or upon

EXHIBIT 10.15 This Agreement is made between Cooper Industries, Inc., an Ohio corporation, having its principal office in Houston, Texas (the "Company"), and the undersigned, an employee of the Company or a subsidiary of the Company (the "Employee"). The parties hereto have agreed as follows: 1. Pursuant to the Cooper Industries, Inc. Stock Incentive Plan (the "Plan"), the Company grants to the Employee a Nonqualified Stock Option ("Option") to purchase the above stated number of shares of Cooper Industries, Ltd. Class A common stock, $.01 per share (the "Shares"), at the price stated above, subject to the following conditions: (a) The Option rights are exercisable only if and after the Employee shall have remained in the employ of the Company for one year from the date of grant of this Option (the "Grant Date"). The Option shall become exercisable to the extent of only 33 1/3% of the aggregate number of Shares above specified, after one year, 66 2/3% after two years, and 100% after three years from the Grant Date. (b) Except as otherwise provided in Sections 2, 3 and 4 below, the Employee or any permitted transferee of the Option under Section 8 ("Permitted Transferee"), may exercise the Option rights only if the Employee has remained continuously in the employ of the Company from the Grant Date. (c) The Option rights shall expire at the end of the period of 7 years commencing with the Grant Date, or upon such earlier expiration or termination date as may be provided by Sections 2, 3, 4 or 9 hereof and such Option rights shall not be exercisable thereafter. 2. If, after the expiration of one year from the Grant Date, the Employee shall cease to be employed by the Company for any reason other than death, disability or Retirement, the Option rights shall terminate immediately. For purposes of this Agreement, the term "Retirement," "Retires" or "Retired" means cessation of employment with the Company at a time when the Employee would be eligible to retire in accordance with any retirement plan of the Company then in effect. If the Employee Retires after the expiration of one year from the Grant Date, then the Employee or any Permitted Transferee may exercise the Option rights following such Retirement for a period of five years after Retirement or until the Expiration Date, whichever is lesser. However, if an Employee Retires and accepts employment with any competitor of, or otherwise engages in competition with, the Company, the Committee, in its sole discretion, may require such Employee to forfeit any unexercised Options under this Agreement. 3. If, after the expiration of one year from the Grant Date, the Employee shall cease employment as the direct result of disability (as defined in the Company's qualified Salaried Pension Plan), all outstanding options granted to the Employee become exercisable immediately and the Employee or any Permitted Transferee may exercise such outstanding options for a period of one year after the cessation of employment resulting from disability or until the Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary contained in Section 1 (a) above. 4. If, after the expiration of one year from the Grant Date, the Employee shall die while in the employ of the Company, or while Retired with exercisable Options under Section 2, all outstanding options granted to the Employee become exercisable immediately and the person entitled to exercise such Options under Section 8 may exercise such outstanding Options for a period of one year after the date of death or until the Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary contained in Section 1(a) above. 5. The Option may be exercised by delivering to the Company at its principal executive office (directed to the attention of the Secretary or Assistant Secretary) a written notice, signed by the Employee or a Permitted Transferee, as the case may be, of the election to exercise the Option and stating the number of Shares in respect of which it is then being exercised. The Option shall be deemed exercised as of the date the Company receives such notice, accompanied by the payment of the full purchase price of the Shares then to be purchased plus any applicable federal and state taxes. In the event the Option shall be exercised, as provided herein, by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) shares of Cooper Industries, Ltd. Class A common stock, $.01 per share ("Stock"), or (c) any combination of cash and Stock, provided that

any Stock used by the Employee in payment of the purchase price must have been acquired (whether by purchase,

exchange or otherwise) by the Employee and held for a period of more than six months, and provided further that the Company reserves the right to prohibit the use of Stock as payment of the purchase price. Stock used in payment of the purchase price shall be valued at the average of the high and low trading prices of such Stock on the New York Stock Exchange or as reported in the consolidated transaction reporting system for the date of exercise. Payment of any applicable state and federal taxes must be made by the Employee upon exercise of the Option, even if the Option is exercised by a Permitted Transferee. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate for the Shares purchased. The Employee agrees that as holder of the Option he or she shall have no rights as shareholder in respect of any of the Shares as to which the Option shall not have been effectively exercised as herein provided and that no rights as a shareholder shall arise in respect of any Shares as to which the Option shall have been duly exercised until and unless a certificate for such Shares shall have been issued. 6. This Option shall not be exercisable if such exercise would violate: (a) Any applicable state securities law; (b) Any applicable registration or other requirements under the Securities Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the listing requirements of any stock exchange; or (c) Any applicable legal requirement of any other governmental authority. Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise of this Option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance and delivery of certificates for the Shares, the delivery to the Company of a written statement that the Employee or Permitted Transferee is acquiring such Shares for investment only and not with a view to, or for resale in connection with, the distribution thereof; that such person understands that the Shares may be "restricted securities" as defined in Rule 144 issued under the Act; and that any resale, transfer or other disposition of said Shares will be accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and regulations thereunder. The Company may place on the certificates evidencing such Shares an appropriate legend reflecting the aforesaid statement and the Company may refuse to permit transfer of such certificates until it has been furnished evidence satisfactory to it that no violation of the Act or the rules and regulations thereunder would be involved in such transfer. 7. In consideration of the granting of this Option by the Company, the Employee agrees that he or she will remain in the employ of the Company for a period of not less than one year from the Grant Date unless during said period his or her employment shall be terminated on account of incapacity or with the consent of the Company. Nothing herein contained shall limit or restrict any right which the Company would otherwise have to terminate the employment of the Employee. 8. This Option and the Option rights granted hereunder are not assignable or transferable or subject to any disposition by the Employee otherwise than: (a) by will or the laws of descent and distribution; (b) by gift to any trust or estate in which the Employee or the Employee's spouse or other immediate relative of the employee has more than a 50% beneficial interest, or to the Employee's spouse or other immediate relative of the Employee, provided that any such transfer is permitted subject to Rule 16b-3 issued pursuant to the Exchange Act as in effect when such transfer occurs; or (c) pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code). In this Agreement, "immediate relative" shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daugher-

exchange or otherwise) by the Employee and held for a period of more than six months, and provided further that the Company reserves the right to prohibit the use of Stock as payment of the purchase price. Stock used in payment of the purchase price shall be valued at the average of the high and low trading prices of such Stock on the New York Stock Exchange or as reported in the consolidated transaction reporting system for the date of exercise. Payment of any applicable state and federal taxes must be made by the Employee upon exercise of the Option, even if the Option is exercised by a Permitted Transferee. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate for the Shares purchased. The Employee agrees that as holder of the Option he or she shall have no rights as shareholder in respect of any of the Shares as to which the Option shall not have been effectively exercised as herein provided and that no rights as a shareholder shall arise in respect of any Shares as to which the Option shall have been duly exercised until and unless a certificate for such Shares shall have been issued. 6. This Option shall not be exercisable if such exercise would violate: (a) Any applicable state securities law; (b) Any applicable registration or other requirements under the Securities Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the listing requirements of any stock exchange; or (c) Any applicable legal requirement of any other governmental authority. Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise of this Option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance and delivery of certificates for the Shares, the delivery to the Company of a written statement that the Employee or Permitted Transferee is acquiring such Shares for investment only and not with a view to, or for resale in connection with, the distribution thereof; that such person understands that the Shares may be "restricted securities" as defined in Rule 144 issued under the Act; and that any resale, transfer or other disposition of said Shares will be accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and regulations thereunder. The Company may place on the certificates evidencing such Shares an appropriate legend reflecting the aforesaid statement and the Company may refuse to permit transfer of such certificates until it has been furnished evidence satisfactory to it that no violation of the Act or the rules and regulations thereunder would be involved in such transfer. 7. In consideration of the granting of this Option by the Company, the Employee agrees that he or she will remain in the employ of the Company for a period of not less than one year from the Grant Date unless during said period his or her employment shall be terminated on account of incapacity or with the consent of the Company. Nothing herein contained shall limit or restrict any right which the Company would otherwise have to terminate the employment of the Employee. 8. This Option and the Option rights granted hereunder are not assignable or transferable or subject to any disposition by the Employee otherwise than: (a) by will or the laws of descent and distribution; (b) by gift to any trust or estate in which the Employee or the Employee's spouse or other immediate relative of the employee has more than a 50% beneficial interest, or to the Employee's spouse or other immediate relative of the Employee, provided that any such transfer is permitted subject to Rule 16b-3 issued pursuant to the Exchange Act as in effect when such transfer occurs; or (c) pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code). In this Agreement, "immediate relative" shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daugherin-law, sister-in-law, brother-in-law, any adoptive relationship or any person sharing the Employee's household other than as a tenant or employee. The transfer of any Option rights under this Section 8 shall not be effective until the Employee has provided the Company with a written request for the transfer in a form acceptable to the Company and the Company has approved the transfer in writing. All Option rights transferred under this Section

8 shall continue to be subject to the terms and conditions of this Agreement and any Permitted Transferee has only the rights of the Employee contained herein, except that Option rights may not be transfered by a Permitted

Transferee otherwise than by will or the laws of descent and distribution. 9. In the event of a reorganization, recapitalization or other change in the capital stock, corporate structure or business of the Company, the Board of Directors shall make appropriate adjustments to the number of Shares subject to the Option and the exercise price so as to maintain the proportionate interest of the Employee and preserve the value of the Option. In the event of a Change in Control of the Company, outstanding Options shall be settled in accordance with Section 18.2 of the Plan. 10. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company. 11. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of said Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes. 12. Notwithstanding any provisions hereof, this Agreement and the Option granted hereunder shall be subject to all of the provisions of the Plan as are in effect from time to time, which provisions are incorporated herein by reference. 13. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written Cooper Industries, Inc. By: Employee Signature Social Security No. Home Address

EXHIBIT 10.16 COOPER INDUSTRIES, INC. EXECUTIVE STOCK INCENTIVE AGREEMENT This Agreement is made of the 11th day of February 2003 between Cooper Industries, Inc., an Ohio Corporation, having its principal place of business in Houston, Texas (the "Company") and _________, an Executive of the Company ("Executive"). All capitalized terms used in this Agreement are as defined in the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan (the "Plan"), unless otherwise defined in this Agreement.

Transferee otherwise than by will or the laws of descent and distribution. 9. In the event of a reorganization, recapitalization or other change in the capital stock, corporate structure or business of the Company, the Board of Directors shall make appropriate adjustments to the number of Shares subject to the Option and the exercise price so as to maintain the proportionate interest of the Employee and preserve the value of the Option. In the event of a Change in Control of the Company, outstanding Options shall be settled in accordance with Section 18.2 of the Plan. 10. For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company. 11. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of said Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect. All action by the Committee under the provisions of this paragraph shall be conclusive for all purposes. 12. Notwithstanding any provisions hereof, this Agreement and the Option granted hereunder shall be subject to all of the provisions of the Plan as are in effect from time to time, which provisions are incorporated herein by reference. 13. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written Cooper Industries, Inc. By: Employee Signature Social Security No. Home Address

EXHIBIT 10.16 COOPER INDUSTRIES, INC. EXECUTIVE STOCK INCENTIVE AGREEMENT This Agreement is made of the 11th day of February 2003 between Cooper Industries, Inc., an Ohio Corporation, having its principal place of business in Houston, Texas (the "Company") and _________, an Executive of the Company ("Executive"). All capitalized terms used in this Agreement are as defined in the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan (the "Plan"), unless otherwise defined in this Agreement. 1. Restricted Stock Award. Pursuant to Section VIII of the Plan, the Company hereby grants to the Executive, as of the date hereof, _______ restricted stock units ("Restricted Stock Units"), subject to the restrictions set forth in this Agreement ("Restricted Stock Award"). Upon termination of the restrictions related thereto, each

EXHIBIT 10.16 COOPER INDUSTRIES, INC. EXECUTIVE STOCK INCENTIVE AGREEMENT This Agreement is made of the 11th day of February 2003 between Cooper Industries, Inc., an Ohio Corporation, having its principal place of business in Houston, Texas (the "Company") and _________, an Executive of the Company ("Executive"). All capitalized terms used in this Agreement are as defined in the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan (the "Plan"), unless otherwise defined in this Agreement. 1. Restricted Stock Award. Pursuant to Section VIII of the Plan, the Company hereby grants to the Executive, as of the date hereof, _______ restricted stock units ("Restricted Stock Units"), subject to the restrictions set forth in this Agreement ("Restricted Stock Award"). Upon termination of the restrictions related thereto, each Restricted Stock Unit shall be converted into one Class A Common Share of Cooper Industries, Ltd., par value $.01 per share ("Common Shares"). Except as provided in Paragraphs 4(b) and 7 of this Agreement, restrictions shall lapse on the Restricted Stock Units on February 11, 2006, provided the Executive is actively employed by the Company on that date. Except for Restricted Stock Units payable in cash pursuant to Paragraph 6, the Company shall cause its parent, Cooper Industries, Ltd., to issue a stock certificate or book entry shares in the Executive's name for the designated number of Common Shares effective on the date the restrictions lapse on the Restricted Stock Units as provided herein. 2. Performance Shares (a) Performance Period. For purposes of this Agreement, the "Performance Period" shall be January 1, 2003 to December 31, 2004. (b) Performance Share Grant. Pursuant to Section IX of the Plan, the Company hereby grants to the Executive, as of the date hereof, an Award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement ("Performance Share Grant"). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share ("EPS") for the Performance Period of nine percent or greater over operating EPS for 2002 of $2.60, then the Executive will be issued Performance Shares in accordance with the following chart:

Performance Level ----------Goal Target Maximum

Cumulative Annual EPS Growth Rate ----------9% 12% 15%

Fully Diluted EPS Cumulative Total Over Performance Period --------------------$5.92 $6.17 $6.43

Performance Shares That May Be Earned ------------_______ _______ _______

The number of shares appearing under the heading "Performance Shares That May Be Earned" shall constitute the number of the Company's Performance Shares which may be earned by the Executive based upon achievement of the Performance Goal levels established by the Committee during the Performance Period (Goal, Target or Maximum). In the event the Company's actual cumulative annual growth rate of EPS for the Performance Period exceeds the Goal level of 9% but is lower than the Maximum level of 15%, the number of Performance Shares earned by the Executive shall be interpolated on a pro-rata basis. In the event the Company's actual cumulative annual growth rate of EPS for the Performance Period is below the Goal (9%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the cumulative annual growth rate of EPS is 15% or more during the Performance Period. At the end of the Performance Period, the Committee shall determine the level of achievement of the Performance Target and the Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until February 11, 2006.

Performance Level ----------Goal Target Maximum

Cumulative Annual EPS Growth Rate ----------9% 12% 15%

Fully Diluted EPS Cumulative Total Over Performance Period --------------------$5.92 $6.17 $6.43

Performance Shares That May Be Earned ------------_______ _______ _______

The number of shares appearing under the heading "Performance Shares That May Be Earned" shall constitute the number of the Company's Performance Shares which may be earned by the Executive based upon achievement of the Performance Goal levels established by the Committee during the Performance Period (Goal, Target or Maximum). In the event the Company's actual cumulative annual growth rate of EPS for the Performance Period exceeds the Goal level of 9% but is lower than the Maximum level of 15%, the number of Performance Shares earned by the Executive shall be interpolated on a pro-rata basis. In the event the Company's actual cumulative annual growth rate of EPS for the Performance Period is below the Goal (9%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the cumulative annual growth rate of EPS is 15% or more during the Performance Period. At the end of the Performance Period, the Committee shall determine the level of achievement of the Performance Target and the Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until February 11, 2006. Except as provided under Paragraph 7 of this Agreement, restrictions shall lapse on any Performance Shares earned by the Executive during the Performance Period on February 11, 2006, provided the Executive is actively employed by the Company on that date. Except for Performance Shares payable in cash as provided in Paragraph 6, the Company shall cause its parent, Cooper Industries, Ltd., to issue a stock certificate or book entry shares in the Executive's name for the Performance Shares earned by the Executive upon the lapse of restrictions on those shares as provided herein. - 2-

3. Dividends. Upon the lapse of restrictions on Restricted Stock Units pursuant to Paragraph 1 and on earned Performance Shares, if any, pursuant to Paragraph 2, the Company shall pay to the Executive in cash an amount equal to the aggregate amount of cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing the Restricted Stock Units and earned Performance Shares, if any, from the effective date of this Agreement to February 11, 2006. Upon the lapse of restrictions on Restricted Stock Units and on the Target level of Performance Shares in the event of a Change in Control pursuant to Section 7, the Company shall pay to the Executive in cash an amount equal to the cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing the Restricted Stock Units and the Target level of Performance Shares from the effective date of this Agreement to the date of the Change in Control. 4. Restrictions and Limitations. The Executive hereby accepts the Restricted Stock Award and the Performance Share Grant and agrees to the following restrictions and conditions. (a) Forfeiture. Except as provided in (b) below or Paragraph 7, if the Executive's active employment with the Company terminates for any reason prior to February 11, 2006, Restricted Stock Units granted pursuant to Paragraph 1 and earned or unearned Performance Shares not yet vested under Paragraph 2 shall be forfeited by the Executive. (b) Termination Upon Death, Disability or Mandatory Retirement. In the event of the Executive's death or permanent and total disability under the Cooper Industries, Inc. Salaried Employees Retirement Plan, the Committee may, in its sole and absolute discretion, terminate the restrictions on all or any part of the Restricted Stock Units pursuant to Paragraph 1 on the date of Executive's death or disability and the Company shall cause Cooper Industries, Ltd. to issue Common Shares in the name of the Executive (or his or her heirs or beneficiaries) for any such Restricted Stock Units and issue a cash payment from the Company equal to the aggregate amount of cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing such Restricted Stock Units from the effective date of this Agreement

3. Dividends. Upon the lapse of restrictions on Restricted Stock Units pursuant to Paragraph 1 and on earned Performance Shares, if any, pursuant to Paragraph 2, the Company shall pay to the Executive in cash an amount equal to the aggregate amount of cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing the Restricted Stock Units and earned Performance Shares, if any, from the effective date of this Agreement to February 11, 2006. Upon the lapse of restrictions on Restricted Stock Units and on the Target level of Performance Shares in the event of a Change in Control pursuant to Section 7, the Company shall pay to the Executive in cash an amount equal to the cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing the Restricted Stock Units and the Target level of Performance Shares from the effective date of this Agreement to the date of the Change in Control. 4. Restrictions and Limitations. The Executive hereby accepts the Restricted Stock Award and the Performance Share Grant and agrees to the following restrictions and conditions. (a) Forfeiture. Except as provided in (b) below or Paragraph 7, if the Executive's active employment with the Company terminates for any reason prior to February 11, 2006, Restricted Stock Units granted pursuant to Paragraph 1 and earned or unearned Performance Shares not yet vested under Paragraph 2 shall be forfeited by the Executive. (b) Termination Upon Death, Disability or Mandatory Retirement. In the event of the Executive's death or permanent and total disability under the Cooper Industries, Inc. Salaried Employees Retirement Plan, the Committee may, in its sole and absolute discretion, terminate the restrictions on all or any part of the Restricted Stock Units pursuant to Paragraph 1 on the date of Executive's death or disability and the Company shall cause Cooper Industries, Ltd. to issue Common Shares in the name of the Executive (or his or her heirs or beneficiaries) for any such Restricted Stock Units and issue a cash payment from the Company equal to the aggregate amount of cash dividends that the Executive would have received had the Executive been the owner of record of Common Shares representing such Restricted Stock Units from the effective date of this Agreement until the date of Executive's death or disability. In the event of the Executive's death, permanent and total disability or retirement under the Cooper Industries, Inc. Salaried Employees Retirement Plan after the Performance Period, the Executive (or his or her heirs or beneficiaries) shall receive the Performance Shares earned by the Executive under this Agreement on the date -3-

restrictions on these shares would otherwise lapse and shall receive a cash payment for dividends as described in Paragraph 3. (c) Limitations on Transferability. The Executive shall not sell, exchange, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock Units or the Performance Share Grant prior to the lapse of restrictions in accordance with Paragraphs 1 and 2 of this Agreement. 5. Tax. Upon the issuance of Common Shares to the Executive for Restricted Stock Units or Performance Shares earned under this Agreement, the Executive shall pay the Company any taxes required to be withheld by reason of the receipt of compensation resulting from the issuance of such Common Shares. In lieu thereof, the Company shall have the right to retain, or the Executive may direct the Company to retain, a sufficient number of Common Shares to satisfy the Company's withholding obligations, provided the value of the Common Shares used to satisfy the withholding obligations does not exceed the minimum required tax withholding for the transaction. The value of any Common Shares used to satisfy the tax withholding requirement shall be determined by the average of the high and the low trading prices of the Common Shares on the New York Stock Exchange on the date the restrictions lapse (or if shares are not traded on the Exchange on such date, then on the immediately preceding trading date). 6. Election to Receive Cash for Shares. Subject to the conditions set forth in this Paragraph 6, the Executive may request that up to 50% of the value of the Restricted Stock Units or Performance Shares earned under this Agreement, when and if restrictions lapse, be paid in cash in an amount equal to the fair market value of such portion of the Restricted Stock Award or earned Performance Shares. Such request shall be made by delivering to the Company at the office of its Secretary, no later than thirty days before the date that the restrictions lapse, a

restrictions on these shares would otherwise lapse and shall receive a cash payment for dividends as described in Paragraph 3. (c) Limitations on Transferability. The Executive shall not sell, exchange, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock Units or the Performance Share Grant prior to the lapse of restrictions in accordance with Paragraphs 1 and 2 of this Agreement. 5. Tax. Upon the issuance of Common Shares to the Executive for Restricted Stock Units or Performance Shares earned under this Agreement, the Executive shall pay the Company any taxes required to be withheld by reason of the receipt of compensation resulting from the issuance of such Common Shares. In lieu thereof, the Company shall have the right to retain, or the Executive may direct the Company to retain, a sufficient number of Common Shares to satisfy the Company's withholding obligations, provided the value of the Common Shares used to satisfy the withholding obligations does not exceed the minimum required tax withholding for the transaction. The value of any Common Shares used to satisfy the tax withholding requirement shall be determined by the average of the high and the low trading prices of the Common Shares on the New York Stock Exchange on the date the restrictions lapse (or if shares are not traded on the Exchange on such date, then on the immediately preceding trading date). 6. Election to Receive Cash for Shares. Subject to the conditions set forth in this Paragraph 6, the Executive may request that up to 50% of the value of the Restricted Stock Units or Performance Shares earned under this Agreement, when and if restrictions lapse, be paid in cash in an amount equal to the fair market value of such portion of the Restricted Stock Award or earned Performance Shares. Such request shall be made by delivering to the Company at the office of its Secretary, no later than thirty days before the date that the restrictions lapse, a written notice setting forth that portion (expressed as a percentage) of the Award of Grant on which restrictions shall lapse for which the Executive desires to receive cash. For the purposes of this Paragraph 6, the fair market value of the Restricted Stock Award and Performance Shares shall be the average of the high and low trading prices of the Common Shares on the New York Stock Exchange on the date on which the restrictions lapse (or if shares are not traded on the Exchange on such date, then on the immediately preceding trading date). The Committee shall consider the Executive's request and have sole and absolute discretion to determine if and to what extent the request shall be approved, giving consideration to the Executive's compliance with applicable stock ownership guidelines and other factors as appropriate. To the extent the Executive's request - 4-

is not approved, the Executive shall receive the Restricted Stock Award and Performance Shares in Common Shares. 7. Change in Control. In the event of a Change in Control, a) restrictions on Restricted Stock Units shall immediately lapse and payment or distribution of the Restricted Stock Units shall be governed by the terms of the Plan; and b) the Performance Share Award shall be deemed earned at the Target level, all restrictions on those Performance Shares shall immediately lapse and distribution of the Target level of Performance Shares shall be governed by the terms of the Plan. 8. Consideration. The parties agree that the consideration for any issuance of Common Shares for Restricted Stock Units and Performance Share Awards hereunder shall be past services by the Executive having a value not less than the par value of such Common Shares. 9. Plan Incorporated. The Executive acknowledges receipt of a copy of the Plan, which is incorporated by reference into this Agreement. The Executive agrees that this Restricted Stock Award and Performance Share Grant shall be subject to all of the terms and provisions of the Plan. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Executive. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Executive has executed this Agreement, all as of the date first above written.

is not approved, the Executive shall receive the Restricted Stock Award and Performance Shares in Common Shares. 7. Change in Control. In the event of a Change in Control, a) restrictions on Restricted Stock Units shall immediately lapse and payment or distribution of the Restricted Stock Units shall be governed by the terms of the Plan; and b) the Performance Share Award shall be deemed earned at the Target level, all restrictions on those Performance Shares shall immediately lapse and distribution of the Target level of Performance Shares shall be governed by the terms of the Plan. 8. Consideration. The parties agree that the consideration for any issuance of Common Shares for Restricted Stock Units and Performance Share Awards hereunder shall be past services by the Executive having a value not less than the par value of such Common Shares. 9. Plan Incorporated. The Executive acknowledges receipt of a copy of the Plan, which is incorporated by reference into this Agreement. The Executive agrees that this Restricted Stock Award and Performance Share Grant shall be subject to all of the terms and provisions of the Plan. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Executive. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Executive has executed this Agreement, all as of the date first above written. COOPER INDUSTRIES, INC. By: _________________________________ (name) (title) EXECUTIVE By: _________________________________ (name) (title) - 5-

EXHIBIT 10.18 FIRST AMENDMENT TO COOPER INDUSTRIES, INC. AMENDED AND RESTATED MANAGEMENT ANNUAL INCENTIVE PLAN (February 14, 2001 Restatement) WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the "Company") maintains the Cooper Industries, Inc. Amended and Restated Management Annual Incentive Plan (hereinafter referred to as the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, the Plan is hereby amended, effective as of August 30, 2001, as follows: 1. The first sentence of the second paragraph of Section I of the Plan is hereby amended in its entirety to read as follows:

EXHIBIT 10.18 FIRST AMENDMENT TO COOPER INDUSTRIES, INC. AMENDED AND RESTATED MANAGEMENT ANNUAL INCENTIVE PLAN (February 14, 2001 Restatement) WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the "Company") maintains the Cooper Industries, Inc. Amended and Restated Management Annual Incentive Plan (hereinafter referred to as the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, the Plan is hereby amended, effective as of August 30, 2001, as follows: 1. The first sentence of the second paragraph of Section I of the Plan is hereby amended in its entirety to read as follows: The total number of shares of Common Stock available for issuance under this Plan is 500,000, subject to adjustment as provided pursuant to the terms of Article XVII of the Plan. 2. Subparagraph (iii) (a) of Section 2.5 of the Plan is hereby amended in its entirety to read as follows: (a) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof. 3. The paragraph following subparagraph (iv) of Section 2.5 of the Plan is hereby deleted. 4. Section 2.15 of the Plan is hereby amended in its entirety to read as follows: 2.15 "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation

owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company or (v) any individual, entity or group whose ownership of securities of the Company is reported on Schedule 13G pursuant to Rule 13d-1 promulgated under the Exchange Act (but only for so long as such ownership is so reported). 5. The fourth sentence of Section 7.2 of the Plan is hereby amended in its entirety to read as follows: Except as otherwise provided in Article X, the Shares and accrued dividends and interest shall be distributed to the Participant as provided in the Participant's deferral election and as approved by the Committee. 6. Section 7.2 of the Plan is hereby amended to delete the final sentence thereof. 7. Section X is hereby amended in its entirety to read as follows: 10.1 Vesting and Deferral. (i) Vesting. Immediately upon a Change in Control, all outstanding Awards shall be deemed earned at the Commendable Performance Goal level with respect to the portion of such Award equal to the amount of such

owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company or (v) any individual, entity or group whose ownership of securities of the Company is reported on Schedule 13G pursuant to Rule 13d-1 promulgated under the Exchange Act (but only for so long as such ownership is so reported). 5. The fourth sentence of Section 7.2 of the Plan is hereby amended in its entirety to read as follows: Except as otherwise provided in Article X, the Shares and accrued dividends and interest shall be distributed to the Participant as provided in the Participant's deferral election and as approved by the Committee. 6. Section 7.2 of the Plan is hereby amended to delete the final sentence thereof. 7. Section X is hereby amended in its entirety to read as follows: 10.1 Vesting and Deferral. (i) Vesting. Immediately upon a Change in Control, all outstanding Awards shall be deemed earned at the Commendable Performance Goal level with respect to the portion of such Award equal to the amount of such Commendable Performance Goal level Award multiplied by a fraction, the numerator of which is the number of months elapsed in the year of the Change in Control (with any partial month counted as a full month for such purpose) and the denominator of which is 12 (such Award to be called the "Earned Pro Rata Award"). (ii) Deferral. In connection with a Change in Control, the Committee may permit Participants to change a prior deferral election with respect to amounts deferred pursuant to Article VII of the Plan, under such administrative policies as the Committee may establish under the Plan, which policies shall not be inconsistent with the provisions of Article VII of the Plan. Shares held in deferral accounts under the Plan shall, following such Change in Control, be denominated in (a) such form of consideration as the Participant would have received had the Participant been the owner of record of 2

such Shares at the time of such Change in Control, in the case of a Change in Control With Consideration and (b) Shares, in the case of a Change in Control Without Consideration. (iii) Definitions. "Change in Control With Consideration" shall mean a Change in Control in which Shares are exchanged or surrendered for shares, cash or other property. "Change in Control Without Consideration" shall mean a Change in Control pursuant to which Shares are not exchanged or surrendered for shares, cash or other property. 10.2 Payment. The Company shall, within 10 days after the occurrence of a Change in Control, make, or cause to be made, a lump sum cash payment to the Participant equal to the value of the sum of (a) in the absence of a timely redeferral election by a Participant, all amounts credited to a Participant's deferral account, including accrued interest and Dividend Equivalents, and (b) the Earned Pro Rata Award. 8. Section XI of the Plan is hereby amended in its entirety to read as follows: XI. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION The Board may amend, modify, suspend or terminate (individually or in the aggregate, a "Change") this Plan for any purpose except that: (i) no Change shall be effective prior to approval by the Company's shareholders to the extent that such approval is then required pursuant to Section 162(m) of the Code or otherwise required as a matter of law; (ii) no Change to the Plan shall be effective that would (a) increase the maximum amount that can be paid to a Participant under the Plan, (b) change the performance criterion or criteria set forth in Section V hereof for the payment of Awards or (c) modify the eligibility requirements for Participants in the Plan unless first approved by the Company's shareholders; and (iii) following a Change in Control, the terms and conditions of deferrals under the Plan may not be changed to the detriment of any Participant without such Participant's written consent.

such Shares at the time of such Change in Control, in the case of a Change in Control With Consideration and (b) Shares, in the case of a Change in Control Without Consideration. (iii) Definitions. "Change in Control With Consideration" shall mean a Change in Control in which Shares are exchanged or surrendered for shares, cash or other property. "Change in Control Without Consideration" shall mean a Change in Control pursuant to which Shares are not exchanged or surrendered for shares, cash or other property. 10.2 Payment. The Company shall, within 10 days after the occurrence of a Change in Control, make, or cause to be made, a lump sum cash payment to the Participant equal to the value of the sum of (a) in the absence of a timely redeferral election by a Participant, all amounts credited to a Participant's deferral account, including accrued interest and Dividend Equivalents, and (b) the Earned Pro Rata Award. 8. Section XI of the Plan is hereby amended in its entirety to read as follows: XI. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION The Board may amend, modify, suspend or terminate (individually or in the aggregate, a "Change") this Plan for any purpose except that: (i) no Change shall be effective prior to approval by the Company's shareholders to the extent that such approval is then required pursuant to Section 162(m) of the Code or otherwise required as a matter of law; (ii) no Change to the Plan shall be effective that would (a) increase the maximum amount that can be paid to a Participant under the Plan, (b) change the performance criterion or criteria set forth in Section V hereof for the payment of Awards or (c) modify the eligibility requirements for Participants in the Plan unless first approved by the Company's shareholders; and (iii) following a Change in Control, the terms and conditions of deferrals under the Plan may not be changed to the detriment of any Participant without such Participant's written consent. 9. A Section XVII is hereby added to the Plan as follows: 3

XVII. CHANGE IN CAPITALIZATION In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment may be made in the aggregate number and/or kind of Shares or other property reserved for issuance under the Plan, as may be determined by the Committee in its sole discretion. Such other equitable substitutions or adjustments may be made as determined by the Committee in its sole discretion. "Change in Capitalization" means any increase, reduction, change or exchange of Shares for a different number or kind of shares or other securities or property by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise; or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company. Executed this 30th day of August, 2001. COOPER INDUSTRIES, INC.
By /s/ David R. Sheil ----------------------------------Title: Senior Vice President, Human Resources

4

EXHIBIT 10.21

XVII. CHANGE IN CAPITALIZATION In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment may be made in the aggregate number and/or kind of Shares or other property reserved for issuance under the Plan, as may be determined by the Committee in its sole discretion. Such other equitable substitutions or adjustments may be made as determined by the Committee in its sole discretion. "Change in Capitalization" means any increase, reduction, change or exchange of Shares for a different number or kind of shares or other securities or property by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise; or any other corporate action, such as declaration of a special dividend, that affects the capitalization of the Company. Executed this 30th day of August, 2001. COOPER INDUSTRIES, INC.
By /s/ David R. Sheil ----------------------------------Title: Senior Vice President, Human Resources

4

EXHIBIT 10.21 COOPER INDUSTRIES, LTD. AMENDED AND RESTATED DIRECTORS' RETAINER FEE STOCK PLAN (AS AMENDED AND RESTATED APRIL 1, 2003) 1. Purpose. The purpose of the Amended and Restated Directors' Retainer Fee Stock Plan (the "Plan") is to attract, motivate and retain experienced and knowledgeable persons to serve as directors of Cooper Industries, Ltd. (the "Company") and to promote identification of such directors' interests with those of the Company's shareholders. 2. Definitions. As used in the Plan: 2.1. "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act. 2.2. "Annual Service Fee" means the annual cash retainer fee payable to a Nonemployee Director for his or her services on the Board; the annual retainer fee, if any, payable to a Nonemployee Director for serving as a chairperson of a committee of the Board; and any fees payable to a Nonemployee Director for attendance at meetings of the Board or any of its committees. 2.3. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 2.4. "Board" means the Board of Directors of the Company. 2.5. For all purposes of the Plan, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 2.5.1. any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph 2.5.3 below; or

EXHIBIT 10.21 COOPER INDUSTRIES, LTD. AMENDED AND RESTATED DIRECTORS' RETAINER FEE STOCK PLAN (AS AMENDED AND RESTATED APRIL 1, 2003) 1. Purpose. The purpose of the Amended and Restated Directors' Retainer Fee Stock Plan (the "Plan") is to attract, motivate and retain experienced and knowledgeable persons to serve as directors of Cooper Industries, Ltd. (the "Company") and to promote identification of such directors' interests with those of the Company's shareholders. 2. Definitions. As used in the Plan: 2.1. "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act. 2.2. "Annual Service Fee" means the annual cash retainer fee payable to a Nonemployee Director for his or her services on the Board; the annual retainer fee, if any, payable to a Nonemployee Director for serving as a chairperson of a committee of the Board; and any fees payable to a Nonemployee Director for attendance at meetings of the Board or any of its committees. 2.3. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 2.4. "Board" means the Board of Directors of the Company. 2.5. For all purposes of the Plan, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 2.5.1. any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph 2.5.3 below; or 2.5.2. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's -1-

shareholders was approved or recommended by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or 2.5.3. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the Board of Directors of the Company, the surviving entity or any parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or 2.5.4. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the

shareholders was approved or recommended by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or 2.5.3. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the Board of Directors of the Company, the surviving entity or any parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or 2.5.4. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 2.6. "Change in Control Price" means the higher of (i) the Fair Market Value on the date of determination of the Change in Control or (ii) the highest price per share actually paid for the Common Stock in connection with the Change in Control of the Company. 2.7. "Committee" means the Committee on Nominations and Corporate Governance of the Board. 2.8. "Common Stock" means the Class A common shares, par value $0.01 a share, of the Company. 2.9. "Deferral Election" shall have the meaning set forth in Section 7 hereof. 2.10. "Deferred Shares" shall have the meaning set forth in Section 7 hereof. 2.11. "Deferred Share Account" shall have the meaning set forth in Section 7 hereof. 2.12. "Dividend Equivalents" shall have the meaning set forth in Section 8 hereof. -2-

2.13. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. 2.14. "Fair Market Value" of a share of Common Stock, as of any date, means the average of the high and low sales prices of a share of Common Stock as reported on the Stock Exchange composite tape on the applicable date, provided that if no sales of Common Stock were made on the Stock Exchange on that date, the average of the high and low prices as reported on the composite tape for the preceding day on which sales of Common Stock were made. 2.15. "Issue Dates" means the first business day of each calendar quarter in a Plan Year. 2.16. "Nonemployee Director" means a member of the Board who is not an employee of the Company or any of its subsidiaries. 2.17. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or

2.13. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. 2.14. "Fair Market Value" of a share of Common Stock, as of any date, means the average of the high and low sales prices of a share of Common Stock as reported on the Stock Exchange composite tape on the applicable date, provided that if no sales of Common Stock were made on the Stock Exchange on that date, the average of the high and low prices as reported on the composite tape for the preceding day on which sales of Common Stock were made. 2.15. "Issue Dates" means the first business day of each calendar quarter in a Plan Year. 2.16. "Nonemployee Director" means a member of the Board who is not an employee of the Company or any of its subsidiaries. 2.17. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) any individual, entity or group whose ownership of securities of the Company is reported on Schedule 13G pursuant to Rule 13d-1 promulgated under the Exchange Act (but only for so long as such ownership is so reported). 2.18. "Plan Year" means the 12-month period commencing May 1 and ending on the following April 30. The first Plan Year shall commence on May 1, 1998. 2.19. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act (or any successor rule to the same effect). 2.20. "Stock Exchange" means the New York Stock Exchange, Inc. ("NYSE") or, if the Common Stock is no longer included on the NYSE, then such other market price reporting system on which the Common Stock is traded or quoted. 2.21. "Voting Stock" means securities entitled to vote in an election of directors of the Company. 3. Authorized Shares. The total number of shares of the Company's Common Stock available for issuance under the Plan is 100,000, including Deferred Shares (as defined below), subject to adjustment pursuant to Section 13 hereof. Shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or shares -3-

held by any of the Company's subsidiaries as the Company may determine from time to time. 4. Administration of the Plan. The Plan shall be administered by the Committee. The Committee shall, subject to the provisions of the Plan, adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer or employee of the Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding in all matters relating to the Plan. No member of the Committee shall be liable for any act done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute. All costs and expenses involved in administration of the Plan shall be borne by the Company. 5. Participation. Each Nonemployee Director shall be eligible to participate in the Plan. 6. Election to Receive Common Stock in Lieu of Annual Service Fee. Prior to the first day of each Plan Year, each Nonemployee Director may make an election to receive all or a portion of his or her Annual Service Fee for

held by any of the Company's subsidiaries as the Company may determine from time to time. 4. Administration of the Plan. The Plan shall be administered by the Committee. The Committee shall, subject to the provisions of the Plan, adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer or employee of the Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding in all matters relating to the Plan. No member of the Committee shall be liable for any act done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute. All costs and expenses involved in administration of the Plan shall be borne by the Company. 5. Participation. Each Nonemployee Director shall be eligible to participate in the Plan. 6. Election to Receive Common Stock in Lieu of Annual Service Fee. Prior to the first day of each Plan Year, each Nonemployee Director may make an election to receive all or a portion of his or her Annual Service Fee for such Plan Year in Common Stock (a "Stock Election") in lieu of cash. Such shares of Common Stock shall be transferred in accordance with Section 9 hereof, except to the extent that a Deferral Election shall be in effect with respect to such shares or to the extent that Section 12 hereof applies. Any Stock Election shall be in writing, shall specify the percentage of the Annual Service Fee to be paid in Common Stock, and shall be irrevocable for the Plan Year for which the Stock Election is made. Notwithstanding the foregoing, any Nonemployee Director who is newly elected or appointed to the Board after the first day of a Plan Year may make the election under this Section 6 upon the date of his or her election or appointment to the Board with respect to the percentage of the Annual Service Fee that is payable for the remainder of that Plan Year. 7. Deferral Election. Prior to the first day of each Plan Year, each Nonemployee Director may make an election to defer the receipt (a "Deferral Election") of all or any percentage of the shares of Common Stock otherwise payable to such Nonemployee Director pursuant to Section 6 hereof. In such event, the Company shall credit to an account (a "Deferred Share Account") maintained on behalf of such Nonemployee Director, as of the date on which the shares would otherwise be transferred hereunder, the shares of Common Stock ("Deferred Shares") deferred. Any Deferral Election shall be in writing, shall specify the percentage of shares to be deferred, and shall be irrevocable for the Plan Year for which the Deferral Election is made. Notwithstanding the foregoing, any Nonemployee Director who is newly elected or appointed to the Board after the first day of a Plan Year may make the election under this Section 7 upon the date of his or her election or appointment to the Board with respect to the percentage of the Stock Election that is to be deferred for the remainder of that Plan Year. -4-

Deferred Shares will be distributed in whole shares of Common Stock and cash in lieu of fractional shares. At the time of the Deferral Election, the Nonemployee Director shall elect to receive the Deferred Shares in either a lump sum or in no more than 10 substantially equal annual installments. The lump sum will be paid on either (a) the March 1 following the calendar year that the Nonemployee Director ceases to serve on the Board or (b) a date designated by the Nonemployee Director on the Deferral Election. Installment payments shall commence on the March 1 following the calendar year that the Nonemployee Director ceases to serve on the Board and shall continue on each March 1 until all Deferred Shares are distributed. All Deferral Elections are subject to Section 12 of this Plan. In the event of the Nonemployee Director's death before distribution of all of his or her Deferred Shares, the balance of the Deferred Shares shall be distributed in a lump sum to the beneficiary or beneficiaries designated in writing by the Nonemployee Director, or if no designation has been made, to the estate of the Nonemployee Director. 8. Dividend Equivalents. Deferred Shares shall be credited with an amount equal to the dividends that would have been paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents shall be credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred

Deferred Shares will be distributed in whole shares of Common Stock and cash in lieu of fractional shares. At the time of the Deferral Election, the Nonemployee Director shall elect to receive the Deferred Shares in either a lump sum or in no more than 10 substantially equal annual installments. The lump sum will be paid on either (a) the March 1 following the calendar year that the Nonemployee Director ceases to serve on the Board or (b) a date designated by the Nonemployee Director on the Deferral Election. Installment payments shall commence on the March 1 following the calendar year that the Nonemployee Director ceases to serve on the Board and shall continue on each March 1 until all Deferred Shares are distributed. All Deferral Elections are subject to Section 12 of this Plan. In the event of the Nonemployee Director's death before distribution of all of his or her Deferred Shares, the balance of the Deferred Shares shall be distributed in a lump sum to the beneficiary or beneficiaries designated in writing by the Nonemployee Director, or if no designation has been made, to the estate of the Nonemployee Director. 8. Dividend Equivalents. Deferred Shares shall be credited with an amount equal to the dividends that would have been paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents shall be credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred Shares credited to such Nonemployee Director prior to the record date of the dividend. When credited, Dividend Equivalents shall be converted into an additional number of Deferred Shares as of the payment date of the dividend, based on the Fair Market Value on such payment date. Such Deferred Shares shall thereafter be treated in the same manner as any other Deferred Shares under the Plan. 9. Transfer of Shares. Shares of Common Stock issuable to a Nonemployee Director under Section 6 hereof shall be transferred to such Nonemployee Director on the Issue Dates. The total number of shares of Common Stock to be transferred shall be determined by the following formula: % of Stock Election x Quarterly Service Fee Payable Fair Market Value of a Share of Common Stock on Issue Date The Company will instruct its registrar to make an entry on the Company's Shareholder records evidencing that the shares (including any fractional shares) of Common Stock have been issued as of the Issue Dates. Notwithstanding anything to the contrary herein, if on any Issue Date the number of shares of Common Stock otherwise issuable to the Nonemployee Directors shall exceed the number of authorized shares of Common Stock remaining available under the Plan, the available shares shall be allocated among the Nonemployee Directors in proportion to the number of shares they would otherwise be entitled to receive and the remainder of the Nonemployee Directors' Annual Service Fee shall be payable in cash. -5-

10. Rights as a Shareholder. Except as otherwise expressly provided herein with respect to Dividend Equivalents, a Nonemployee Director shall have no rights as a shareholder of the Company with respect to any Common Stock to be issued under the Plan until he or she becomes the holder of record of such shares. 11. Vesting. A Nonemployee Director shall be 100% vested in his or her Deferred Share Account at all times. 12. Change in Control. Upon a Change in Control, all Deferred Shares, to the extent credited prior to the Change in Control, shall be issued immediately, or if the Common Stock is no longer trading on the Stock Exchange, shall be paid immediately in cash. For purposes of this Section 12, the cash equivalent value of a Deferred Share shall be the Change in Control Price. 13. Effect of Certain Changes in Capitalization. In the event of any recapitalization, stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Common Stock, the maximum number or class of shares available under the Plan, and the number or class of shares of Common Stock to be delivered hereunder shall be adjusted by the Committee to reflect any such change in the number or class of issued shares of Common Stock.

10. Rights as a Shareholder. Except as otherwise expressly provided herein with respect to Dividend Equivalents, a Nonemployee Director shall have no rights as a shareholder of the Company with respect to any Common Stock to be issued under the Plan until he or she becomes the holder of record of such shares. 11. Vesting. A Nonemployee Director shall be 100% vested in his or her Deferred Share Account at all times. 12. Change in Control. Upon a Change in Control, all Deferred Shares, to the extent credited prior to the Change in Control, shall be issued immediately, or if the Common Stock is no longer trading on the Stock Exchange, shall be paid immediately in cash. For purposes of this Section 12, the cash equivalent value of a Deferred Share shall be the Change in Control Price. 13. Effect of Certain Changes in Capitalization. In the event of any recapitalization, stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Common Stock, the maximum number or class of shares available under the Plan, and the number or class of shares of Common Stock to be delivered hereunder shall be adjusted by the Committee to reflect any such change in the number or class of issued shares of Common Stock. 14. Term of Plan. The Plan shall become effective on April 30, 1998 provided that the Plan shall have been approved by the Company's shareholders at the 1998 annual meeting of shareholders. Unless terminated earlier pursuant to Section 15, the Plan shall have a term of 10 years. Notwithstanding the foregoing, any Deferral Elections made prior to the termination of the Plan shall continue in accordance with the terms hereof. 15. Amendment; Termination. The Board may at any time and from time to time alter, amend, or terminate the Plan in whole or in part; provided, however, that no such action shall, without the consent of a Nonemployee Director, affect the rights of such Nonemployee Director in any Common Stock issued to or deferred by such Nonemployee Director under the Plan, and provided, further that no amendment shall be effective prior to approval by the Company's shareholders to the extent such approval is then required by law, rule or regulation or pursuant to Rule 16b-3 in order to preserve the exemption provided by Rule 16b-3. 16. Rights of Directors. Nothing contained in the Plan shall confer upon any Nonemployee Director any right to continue in the service of the Company as a director. 17. Government and Other Regulations. The obligations of the Company to deliver shares under the Plan shall be subject to all applicable laws, rules and regulations and such approvals by any government agency as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended. -6-

18. Nontransferability. The rights and benefits under the Plan shall not be transferable by a Nonemployee Director other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. 19. Withholding. To the extent required by applicable federal, state, local, or foreign law, a Nonemployee Director shall make arrangements satisfactory to the Company for the payment of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Stock under the Plan until such obligations are satisfied. A Nonemployee Director may satisfy any such withholding obligation by (i) having the Company retain the number of shares of Common Stock or (ii) tendering the number of shares of Common Stock, in either case, whose Fair Market Value equals the amount required to be withheld. 20. Governing Law. To the extent that federal laws do not otherwise control, the Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Texas. 21. Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. -7-

18. Nontransferability. The rights and benefits under the Plan shall not be transferable by a Nonemployee Director other than by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. 19. Withholding. To the extent required by applicable federal, state, local, or foreign law, a Nonemployee Director shall make arrangements satisfactory to the Company for the payment of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Stock under the Plan until such obligations are satisfied. A Nonemployee Director may satisfy any such withholding obligation by (i) having the Company retain the number of shares of Common Stock or (ii) tendering the number of shares of Common Stock, in either case, whose Fair Market Value equals the amount required to be withheld. 20. Governing Law. To the extent that federal laws do not otherwise control, the Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Texas. 21. Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. -7-

EXHIBIT 10.23 INDEMNIFICATION AGREEMENT AGREEMENT between Cooper Industries, Ltd., a Bermuda Company (the "Company"), and _________________________ (the "Indemnitee"). WHEREAS, Cooper Industries, Inc. ("Cooper Ohio") has decided to reorganize and effectively change its legal domicile from Ohio to Bermuda (the "Reorganization"); WHEREAS, the Reorganization was accomplished pursuant to, among other things, the Merger Agreement, dated as of June 11, 2001 (the "Merger Agreement"), among the Company, a newly formed Bermuda corporation that became the publicly traded parent holding company for the reorganization ("Cooper Bermuda"), Cooper Ohio and Cooper Mergerco, Inc. ("Merger Sub"); WHEREAS, pursuant to the Merger Agreement (i) Merger Sub merged into Cooper Ohio (the "Merger"), with Cooper Ohio being the surviving company in the Merger and becoming a wholly-owned, indirect subsidiary of the Company, and (ii) each outstanding share of Cooper Ohio common stock, par value $5.00 per share, automatically became a Class A common share, par value U.S. $.01 per share of the Company; WHEREAS, each of the directors of Cooper Ohio and substantially all of the executive officers of Cooper Ohio became the directors and executive officers of the Company; WHEREAS, it is essential to the Company to retain the current directors and executive officers of Cooper Ohio who became the directors and executive officers of Cooper Bermuda and to retain other key executives of Cooper Ohio and its subsidiaries; WHEREAS, the Bye-laws of the Company provide that the indemnification provided therein shall not be exclusive; WHEREAS, the Company wishes to provide the directors, executive officers and other key executives of Cooper Ohio with substantially the same indemnification such person currently has from Cooper Ohio; NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

EXHIBIT 10.23 INDEMNIFICATION AGREEMENT AGREEMENT between Cooper Industries, Ltd., a Bermuda Company (the "Company"), and _________________________ (the "Indemnitee"). WHEREAS, Cooper Industries, Inc. ("Cooper Ohio") has decided to reorganize and effectively change its legal domicile from Ohio to Bermuda (the "Reorganization"); WHEREAS, the Reorganization was accomplished pursuant to, among other things, the Merger Agreement, dated as of June 11, 2001 (the "Merger Agreement"), among the Company, a newly formed Bermuda corporation that became the publicly traded parent holding company for the reorganization ("Cooper Bermuda"), Cooper Ohio and Cooper Mergerco, Inc. ("Merger Sub"); WHEREAS, pursuant to the Merger Agreement (i) Merger Sub merged into Cooper Ohio (the "Merger"), with Cooper Ohio being the surviving company in the Merger and becoming a wholly-owned, indirect subsidiary of the Company, and (ii) each outstanding share of Cooper Ohio common stock, par value $5.00 per share, automatically became a Class A common share, par value U.S. $.01 per share of the Company; WHEREAS, each of the directors of Cooper Ohio and substantially all of the executive officers of Cooper Ohio became the directors and executive officers of the Company; WHEREAS, it is essential to the Company to retain the current directors and executive officers of Cooper Ohio who became the directors and executive officers of Cooper Bermuda and to retain other key executives of Cooper Ohio and its subsidiaries; WHEREAS, the Bye-laws of the Company provide that the indemnification provided therein shall not be exclusive; WHEREAS, the Company wishes to provide the directors, executive officers and other key executives of Cooper Ohio with substantially the same indemnification such person currently has from Cooper Ohio; NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Certain Definitions: (a) Change in Control: shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13 (d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company -1-

or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 15% or more of the total voting power represented by the Company's then outstanding Voting Securities without the prior approval of the Board of Directors, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least twothirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by

or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 15% or more of the total voting power represented by the Company's then outstanding Voting Securities without the prior approval of the Board of Directors, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least twothirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. For purposes of determining whether clause (ii) above has been complied with, the directors of Cooper Ohio on the effective date of the Merger shall be included in the determination of who the directors of Cooper Bermuda were during the relevant two year period until the second anniversary of the effective date of the Merger. (b) Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other. (c) Expenses: include attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal) or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing). (d) Judgments: include judgments, fines, penalties and amounts paid in settlement that are paid or payable in connection with any Claim relating to any Indemnifiable Event (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing). (e) Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or was a director, officer or representative of the Company, or is or was serving at the request of the Company in accordance with the Company's "Code of Ethics and Business Conduct," as a director, trustee, officer, employee, agent or representative of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, except for any actions -2-

by Indemnitee determined by a court to constitute fraud or dishonesty in the performance of his or her duties to the Company. (f) Reviewing Party: any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification. (g) Voting Securities: any securities of the Company that vote generally in the election of directors, but does not include the Class B common shares, par value U.S. $.01 per share, of the Company. 2. Scope of Indemnification (a) Indemnification of Judgments and Expenses. In the event Indemnitee was, is or becomes a party to or witness

by Indemnitee determined by a court to constitute fraud or dishonesty in the performance of his or her duties to the Company. (f) Reviewing Party: any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification. (g) Voting Securities: any securities of the Company that vote generally in the election of directors, but does not include the Class B common shares, par value U.S. $.01 per share, of the Company. 2. Scope of Indemnification (a) Indemnification of Judgments and Expenses. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses and Judgments arising from or relating to such Claim. Except as otherwise provided in Section 2(b), such indemnification shall be made as soon as practicable, but in any event not later than thirty (30) days, after written demand therefor is presented to the Company by or on behalf of the Indemnitee. (b) Indemnification and Advance Payment of Expenses. Any and all Expenses indemnifiable under Sections 2(a) and 2(c) shall be paid by the Company promptly as they are incurred by Indemnitee (any such payment of expenses by the Company is hereinafter referred to as an "Expense Advance"). Indemnitee shall be obligated, and hereby agrees, to repay the amount of Expenses so paid only to the extent that Indemnitee shall have been adjudged by the Supreme Court in Bermuda or the court in which such action or suit was brought to be liable for fraud or dishonesty in the performance of his or her duty to the Company. Indemnitee hereby further agrees to reasonably cooperate with the Company concerning any Claim. (c) Indemnification for Additional Expenses. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all expenses (including attorneys' fees) that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for (i) indemnification of Expenses or Judgments or advance payment of Expenses by the Company under this Agreement or under any other agreement, the Company's Bye-laws, statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policy or policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment or insurance recovery, as the case may be. -3-

(d) Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Judgments and Expenses arising from or relating to a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. (e) Indemnification of Successful Defense Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 3. Reviewing Party Determinations. (a) General Rules. The Reviewing Party, in its discretion, may review the rights of Indemnitee to indemnity payments under this Agreement. Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law; provided, however, that if

(d) Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Judgments and Expenses arising from or relating to a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. (e) Indemnification of Successful Defense Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 3. Reviewing Party Determinations. (a) General Rules. The Reviewing Party, in its discretion, may review the rights of Indemnitee to indemnity payments under this Agreement. Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law; provided, however, that if Indemnitee has commenced, or thereafter commences, legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed) and any such determination by the Reviewing Party shall be modified, to the extent necessary, to conform to such final judicial determination. (b) Selection of Reviewing Party. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors as soon as practicable after notice of a claim for indemnification. If there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 4 hereof. (c) Judicial Review. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantially would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. (d) Burden of Proof. In connection with any determination by the Reviewing Party pursuant to Section 3(a), or by a court of competent jurisdiction pursuant to Section 3(c) or otherwise, as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled. -4-

4. Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or under any other agreement, the Company's Bye-laws, statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Indemnitee within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 5. No Presumption. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by

4. Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or under any other agreement, the Company's Bye-laws, statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Indemnitee within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 5. No Presumption. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee failed to meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 6. Non-exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may now or hereafter have to indemnification by the Company. More specifically, the Parties intend that Indemnitee shall be entitled to indemnification to the maximum extent permitted by any or all of the following: (a) The fullest benefits provided by the Company's Bye-laws in effect on the date hereof, a copy of the relevant portions of which are attached hereto as Exhibit II; (b) The fullest benefits provided by the Bye-laws or their equivalent of the Company in effect at the time the Indemnifiable Event occurs or at the time Expenses are incurred by Indemnitee; (c) The fullest benefits allowable under Bermuda law in effect at the date hereof or as the same may be amended to the extent that such benefits are increased thereby; -5-

(d) The fullest benefits allowable under the law of the jurisdiction under which the Company exists at the time the Indemnifiable Event occurs or at the time Expenses are incurred by the Indemnitee; and (e) Such other benefits as are or may be otherwise available to Indemnitee pursuant to this Agreement, any other agreement or otherwise. The parties intend that a combination of two or more of the benefits referred to in (a) through (e) shall be available to Indemnitee to the extent that the document or law providing for such benefits does not require that the benefits provided therein be exclusive of other benefits. The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain all such benefits to which Indemnitee is entitled. 7. Liability Insurance. The rights of the Indemnitee hereunder shall also be in addition to any other rights Indemnitee may now or hereafter have under policies of insurance maintained by the Company or otherwise. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director, officer or representative. The parties hereby acknowledge that the Company presently maintains an aggregate of $100 million of directors' and officers' liability insurance.

(d) The fullest benefits allowable under the law of the jurisdiction under which the Company exists at the time the Indemnifiable Event occurs or at the time Expenses are incurred by the Indemnitee; and (e) Such other benefits as are or may be otherwise available to Indemnitee pursuant to this Agreement, any other agreement or otherwise. The parties intend that a combination of two or more of the benefits referred to in (a) through (e) shall be available to Indemnitee to the extent that the document or law providing for such benefits does not require that the benefits provided therein be exclusive of other benefits. The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain all such benefits to which Indemnitee is entitled. 7. Liability Insurance. The rights of the Indemnitee hereunder shall also be in addition to any other rights Indemnitee may now or hereafter have under policies of insurance maintained by the Company or otherwise. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director, officer or representative. The parties hereby acknowledge that the Company presently maintains an aggregate of $100 million of directors' and officers' liability insurance. The Company shall maintain insurance coverage in the amount of the present policy limits and with the present scope of coverage for so long as Indemnitee's services are covered hereunder, provided and to the extent that such insurance is available on a basis acceptable to the Company. In the event that such insurance becomes unavailable in the amount of the present policy limits or in the present scope of coverage at premium costs and on other terms acceptable to the Company, then the Company may forego maintenance of all or a portion of such insurance coverage. However, in the event of any reduction in (or cancellation of) such insurance coverage (whether voluntary or involuntary), the Company shall, and hereby agrees to, stand as a self-insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify the Indemnitee against any loss arising out of the reduction in or cancellation of such insurance coverage. 8. Escrow Fund. As collateral security for its obligations hereunder (including specifically its indemnity obligations (other than Judgments) and other obligations pursuant to Sections 2, 6 and 7) and under similar agreements with other directors, officers and representatives, in the event of a Change in Control, the Company shall dedicate and maintain, for a period of five years following the Change of Control, an escrow account in the aggregate of TEN MILLION DOLLARS ($10,000,000) by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in said amount (the "Escrow Reserve"). The Company shall promptly following establishment of the Escrow Reserve provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the Escrow Reserve as Indemnitee may from time to time reasonably request. The Company shall promptly following establishment of the Escrow Reserve deliver an executed copy of this Agreement to the escrow agent for the Escrow Reserve to evidence to that agent that Indemnitee is a beneficiary of -6-

that Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. 9. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 10. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions thereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

that Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. 9. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 10. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions thereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 11. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 12. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, article or otherwise) of the amounts otherwise indemnifiable hereunder. 13. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer or representative of the Company or of any other enterprise at the Company's request. 14. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. 15. Termination of Cooper Ohio Indemnification Agreement. As of the effective date of this Agreement, Indemnitee and the Company agree that the Indemnification Agreement between Indeminitee and Cooper Ohio is terminated and replaced with this Agreement. -7-

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Bermuda applicable to contracts made and to be performed in Bermuda without giving effect to the principles of conflicts of laws. For purposes of this Agreement, the Company submits to the non-exclusive jurisdiction of state and federal courts sitting in the city of Houston, Texas. Executed and effective as of this ______ day of _____________, 2003. COOPER INDUSTRIES, LTD. By: ________________________________________ Name: H. John Riley, Jr. Title: Chairman, President and Chief Executive Officer INDEMNITEE:

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Bermuda applicable to contracts made and to be performed in Bermuda without giving effect to the principles of conflicts of laws. For purposes of this Agreement, the Company submits to the non-exclusive jurisdiction of state and federal courts sitting in the city of Houston, Texas. Executed and effective as of this ______ day of _____________, 2003. COOPER INDUSTRIES, LTD. By: ________________________________________ Name: H. John Riley, Jr. Title: Chairman, President and Chief Executive Officer INDEMNITEE: By: _______________________________________ Name: _________________________________ Title: ________________________________ -8-

EXHIBIT 10.25 RULES OF THE COOPER (UK 2002) EMPLOYEE SHARE PURCHASE PLAN (Adopted by the Company on August 6, 2002 and approved by the Inland Revenue on

under Reference ___________________)

CONTENTS
1. 2. 3. 4. 5. 6. 7. INTRODUCTION...................................................... NAME.............................................................. DEFINITIONS....................................................... INDIVIDUAL SAVINGS LIMITS......................................... EXERCISE PRICE.................................................... INVITATIONS AND APPLICATIONS FOR OPTIONS.......................... GRANT OF OPTIONS AND SCALING-DOWN................................. 1 1 1 6 6 7 8

EXHIBIT 10.25 RULES OF THE COOPER (UK 2002) EMPLOYEE SHARE PURCHASE PLAN (Adopted by the Company on August 6, 2002 and approved by the Inland Revenue on

under Reference ___________________)

CONTENTS
1. 2. 3. 4. 5. 6. 7. 8. 9. INTRODUCTION...................................................... NAME.............................................................. DEFINITIONS....................................................... INDIVIDUAL SAVINGS LIMITS......................................... EXERCISE PRICE.................................................... INVITATIONS AND APPLICATIONS FOR OPTIONS.......................... GRANT OF OPTIONS AND SCALING-DOWN................................. RESTRICTIONS ON TRANSFER OF OPTIONS............................... EXERCISE OF OPTIONS............................................... 1 1 1 6 6 7 8 10 10 12 13 14 16 16 17 17 18 19 19

10. MANNER OF EXERCISE OF OPTIONS..................................... 11. MERGER, SALE, CHANGE OF CONTROL AND LIQUIDATION................... 12. ROLLOVER OF OPTIONS............................................... 13. VARIATION OF CAPITAL.............................................. 14. AVAILABILITY OF AUTHORISED CAPITAL................................ 15. VARIATION AND TERMINATION OF PLAN................................. 16. ADMINISTRATION.................................................... 17. GENERAL........................................................... 18. GOVERNING LAW..................................................... 19. HEADINGS..........................................................

RULES OF THE COOPER (UK 2002) EMPLOYEE SHARE PURCHASE PLAN

CONTENTS
1. 2. 3. 4. 5. 6. 7. 8. 9. INTRODUCTION...................................................... NAME.............................................................. DEFINITIONS....................................................... INDIVIDUAL SAVINGS LIMITS......................................... EXERCISE PRICE.................................................... INVITATIONS AND APPLICATIONS FOR OPTIONS.......................... GRANT OF OPTIONS AND SCALING-DOWN................................. RESTRICTIONS ON TRANSFER OF OPTIONS............................... EXERCISE OF OPTIONS............................................... 1 1 1 6 6 7 8 10 10 12 13 14 16 16 17 17 18 19 19

10. MANNER OF EXERCISE OF OPTIONS..................................... 11. MERGER, SALE, CHANGE OF CONTROL AND LIQUIDATION................... 12. ROLLOVER OF OPTIONS............................................... 13. VARIATION OF CAPITAL.............................................. 14. AVAILABILITY OF AUTHORISED CAPITAL................................ 15. VARIATION AND TERMINATION OF PLAN................................. 16. ADMINISTRATION.................................................... 17. GENERAL........................................................... 18. GOVERNING LAW..................................................... 19. HEADINGS..........................................................

RULES OF THE COOPER (UK 2002) EMPLOYEE SHARE PURCHASE PLAN 1. INTRODUCTION The Cooper (UK 2002) Employee Share Purchase Plan ("Plan") is designed to provide UK employees of Cooper Industries Ltd ("Company") and its subsidiaries with the opportunity to acquire common shares of the Company, by granting options to such employees on such dates not later than ten years following the Date of Approval (as defined below) as the Board (as defined below) may from time to time determine. The Plan is intended to constitute a "save as you earn" share option scheme within the provisions of Schedule 9 of the Income and Corporation Taxes Act 1988. 2. NAME This Plan shall be known as the "Cooper (UK 2002) Employee Share Purchase Plan". 3. DEFINITIONS 3.1 Except where inconsistent with the context the following words and expressions shall have the Following meanings:-

RULES OF THE COOPER (UK 2002) EMPLOYEE SHARE PURCHASE PLAN 1. INTRODUCTION The Cooper (UK 2002) Employee Share Purchase Plan ("Plan") is designed to provide UK employees of Cooper Industries Ltd ("Company") and its subsidiaries with the opportunity to acquire common shares of the Company, by granting options to such employees on such dates not later than ten years following the Date of Approval (as defined below) as the Board (as defined below) may from time to time determine. The Plan is intended to constitute a "save as you earn" share option scheme within the provisions of Schedule 9 of the Income and Corporation Taxes Act 1988. 2. NAME This Plan shall be known as the "Cooper (UK 2002) Employee Share Purchase Plan". 3. DEFINITIONS 3.1 Except where inconsistent with the context the following words and expressions shall have the Following meanings:"ACTUAL CONVERTED AGGREGATE AMOUNT" means the Actual Sterling Aggregate Amount converted into United States dollars using the spot exchange rate of Barclays Bank Plc at noon GMT on the date of exercise of an Option; "ACTUAL STERLING AGGREGATE AMOUNT" means for each Eligible Employee the total amount in pounds sterling saved by that Eligible Employee under a Savings Contract together with any Bonus due under that Savings Contract; "ASSOCIATED COMPANY" shall, for the purposes of Rule 9.3.6 have the meaning given to that expression in paragraph 23 of Schedule 9 by virtue of Section 187(2) of the Taxes Act and, for any other part of these Rules, "Associated Company" shall have the meaning given to that expression in section 416 Taxes Act; "AUDITORS" means the auditors of the Company for the time being; 1

"BOARD" means: 1. the board of directors of the Company for the time being; or 2. as appropriate a committee which has been duly authorised by the board of directors of the Company pursuant to Rule 16; "BONUS" means: 1. the First Bonus, or 2. the Standard Bonus, or 3. the Maximum Bonus as appropriate in relation to any particular savings contract; "BONUS DATE" means in relation to any Savings Contract the earliest date on which a Bonus is payable; "CESSATION OF EMPLOYMENT" means the date on which an Option Holder ceased to be employed within the Group and for this purpose "Group" shall include any Associated Company;

"BOARD" means: 1. the board of directors of the Company for the time being; or 2. as appropriate a committee which has been duly authorised by the board of directors of the Company pursuant to Rule 16; "BONUS" means: 1. the First Bonus, or 2. the Standard Bonus, or 3. the Maximum Bonus as appropriate in relation to any particular savings contract; "BONUS DATE" means in relation to any Savings Contract the earliest date on which a Bonus is payable; "CESSATION OF EMPLOYMENT" means the date on which an Option Holder ceased to be employed within the Group and for this purpose "Group" shall include any Associated Company; "CONTROL" means control as defined in section 840 of the Taxes Act; "DATE OF APPROVAL" means the date on which the Plan is approved by the Inland Revenue pursuant to Schedule 9; "ELIGIBLE EMPLOYEE" means: 1. an employee of the Group, or 2. a director of the Company and/or of any Subsidiary who is contracted to work full-time (and in any event for not less than 25 hours per week exclusive of meal breaks) for the Company and/or any of the Subsidiaries, who either has been such an employee or director continuously since 1 January in the calendar year in which the Date of Grant falls, and is chargeable to tax in respect of his office or employment under Case 1 of Schedule E (as set out in section 19 of the Taxes Act), or is any other employee of the Group who is permitted by the Board to 2

participate in the Plan, and is not precluded from participating in the Plan by paragraph 8 of Schedule 9; " EMPLOYEE TRUST" means any one or more trusts established by the Company or any of its Subsidiaries under the terms of which any one or more Eligible Employees may obtain benefit; "ESTIMATED STERLING AGGREGATE AMOUNT" means for each Eligible Employee an estimate of the Actual Sterling Aggregate Amount, such estimate being based on the assumption that the Eligible Employee continues to contribute fully to his Savings Contract for the full term of the Savings Contract. "ESTIMATED CONVERTED AGGREGATE AMOUNT" means the Estimated Sterling Aggregate Amount converted into United States dollars using the spot exchange rate of Barclays Bank Plc at noon GMT on the Date of Grant; "EXERCISE PRICE" means the amount per Share payable on the exercise of an Option; "FIRST BONUS" means the bonus payable following the making of thirty six monthly (or the appropriate number of weekly) payments pursuant to a 3 year Savings Contract;

participate in the Plan, and is not precluded from participating in the Plan by paragraph 8 of Schedule 9; " EMPLOYEE TRUST" means any one or more trusts established by the Company or any of its Subsidiaries under the terms of which any one or more Eligible Employees may obtain benefit; "ESTIMATED STERLING AGGREGATE AMOUNT" means for each Eligible Employee an estimate of the Actual Sterling Aggregate Amount, such estimate being based on the assumption that the Eligible Employee continues to contribute fully to his Savings Contract for the full term of the Savings Contract. "ESTIMATED CONVERTED AGGREGATE AMOUNT" means the Estimated Sterling Aggregate Amount converted into United States dollars using the spot exchange rate of Barclays Bank Plc at noon GMT on the Date of Grant; "EXERCISE PRICE" means the amount per Share payable on the exercise of an Option; "FIRST BONUS" means the bonus payable following the making of thirty six monthly (or the appropriate number of weekly) payments pursuant to a 3 year Savings Contract; "GMT" means Greenwich Mean Time; "GRANT" means a resolution by the Board (or an action by a person duly authorised by the Board) as a consequence of which the Board has granted Options over that number of Shares which is to be, and to those Eligible Employees which are to be, determined in accordance with Rules 6 and 7 and the "DATE OF GRANT" shall mean the date on which the resolution is passed or the action is taken as appropriate. "GROUP" means the Company and all its Subsidiaries for the time being or, where appropriate, any JointlyOwned Company which has been approved by the board of Inland Revenue to participate in the Plan (and/or any Subsidiary for the time being of such Jointly-Owned Company) in each case whether incorporated in the United Kingdom or elsewhere and which is nominated by the Board to participate in the Plan; "INVITATION" means the invitation sent to all Eligible Employees pursuant to the provisions of Rule 6 which invites the addressee to participate in the Plan. 3

"JOINTLY-OWNED COMPANY" means any company which is jointly owned by the Company (whether directly or indirectly) and one other person (that is, controlled as to 50% by each of those two persons); "MARKET VALUE" means 1. on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance for the purposes of the Plan with the Inland Revenue Shares Valuation Division; or 2. on any day if at the relevant time shares of the same class as the Shares are fully quoted on the New York Stock Exchange, the average of the high and low market quotation of shares of that class for the preceding trading day; "MAXIMUM BONUS" means the bonus payable pursuant to a 5 year Savings Contract two years after an entitlement to a Standard Bonus would accrue where the Eligible Employee has made the appropriate election for a Maximum Bonus; "OPTION" means a right to acquire Shares in the capital of the Company granted pursuant to the Plan; "OPTION CERTIFICATE" means a certificate evidencing the Option as referred to in Rule 7.8; "OPTION HOLDER" means a person who holds an Option or where the context so permits the legal personal

"JOINTLY-OWNED COMPANY" means any company which is jointly owned by the Company (whether directly or indirectly) and one other person (that is, controlled as to 50% by each of those two persons); "MARKET VALUE" means 1. on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance for the purposes of the Plan with the Inland Revenue Shares Valuation Division; or 2. on any day if at the relevant time shares of the same class as the Shares are fully quoted on the New York Stock Exchange, the average of the high and low market quotation of shares of that class for the preceding trading day; "MAXIMUM BONUS" means the bonus payable pursuant to a 5 year Savings Contract two years after an entitlement to a Standard Bonus would accrue where the Eligible Employee has made the appropriate election for a Maximum Bonus; "OPTION" means a right to acquire Shares in the capital of the Company granted pursuant to the Plan; "OPTION CERTIFICATE" means a certificate evidencing the Option as referred to in Rule 7.8; "OPTION HOLDER" means a person who holds an Option or where the context so permits the legal personal representative of such person; "PLAN" means the Cooper (UK 2002) Employee Share Purchase Plan established by these Rules subject to any amendments made in accordance with their terms; "RULES" means these rules as amended from time to time; "SAVINGS CONTRACT" means a contract under a certified contractual savings scheme (within the meaning of Section 326 Taxes Act) entered into with a bank or building society nominated by the Board and which has been approved for the purpose of Schedule 9 by the Inland Revenue; "SCHEDULE 9" means Schedule 9 to the Taxes Act; 4

"SHARES" means Class A common shares of the Company which comply with the requirements of paragraphs 10 to 14 inclusive of Schedule 9; "SPECIFIED AGE" means: 1. sixty five years, or 2. any other age determined by the Board from time to time provided that any other age determined by the Board shall not be less than sixty years and not more than seventy five years and any such determination shall not be effective until the amendment has been approved by the board of the Inland Revenue; "STANDARD BONUS" means the bonus payable following the making of sixty monthly or the appropriate number of weekly payments pursuant to a 5 year Savings Contract; "SUBSIDIARY" means a company which is under the Control of the Company (or any Jointly-Owned Company, as the case may be) and is a subsidiary of it within the meaning of Section 736 of the Companies Act 1985; "SUBSISTING OPTION" means an Option which has neither lapsed nor been exercised;

"SHARES" means Class A common shares of the Company which comply with the requirements of paragraphs 10 to 14 inclusive of Schedule 9; "SPECIFIED AGE" means: 1. sixty five years, or 2. any other age determined by the Board from time to time provided that any other age determined by the Board shall not be less than sixty years and not more than seventy five years and any such determination shall not be effective until the amendment has been approved by the board of the Inland Revenue; "STANDARD BONUS" means the bonus payable following the making of sixty monthly or the appropriate number of weekly payments pursuant to a 5 year Savings Contract; "SUBSIDIARY" means a company which is under the Control of the Company (or any Jointly-Owned Company, as the case may be) and is a subsidiary of it within the meaning of Section 736 of the Companies Act 1985; "SUBSISTING OPTION" means an Option which has neither lapsed nor been exercised; "TAXES ACT" means the Income and Corporation Taxes Act 1988; "TOTAL EXERCISE COST" means the total amount payable for Shares, expressed as an amount in United States dollars, which may be or are issued or transferred on the exercise of an Option; "TRUSTEES" means the trustees for the time being of the Employee Trust as approved by the Board. 3.2 Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine. 3.3 References to a statute or to any part or parts thereof shall include references to the same as from time to time amended or re-enacted. 3.4 Except where inconsistent with the context and unless otherwise stated any words or expressions used herein shall have the same meanings as in schedule 9. 5

4. INDIVIDUAL SAVINGS LIMITS 4.1 Following any particular invitation to participate in the plan an eligible employee may apply for the grant of an option provided that:4.1.1 the minimum contributions payable under the Savings Contract to be entered into in respect of such grant shall not be less than (pound)5 per month nor greater than the amount per month specified from time to time in paragraph 24(2)(b) of Schedule 9; and the contribution payable in any month by the Eligible Employee under the Savings Contract to be entered into in respect of such grant when added to the contributions payable under all other subsisting Savings Contracts or savings contracts approved or treated as approved by the Inland Revenue for savings related share option schemes approved by the Inland Revenue for the purposes of Schedule 9, shall not exceed the greater of (pound)250 or the maximum amount permitted by Schedule 9 or if less, such other maximum amount specified by the Board or the Trustees in its/their absolute discretion by reference to any

4.1.2

4. INDIVIDUAL SAVINGS LIMITS 4.1 Following any particular invitation to participate in the plan an eligible employee may apply for the grant of an option provided that:4.1.1 the minimum contributions payable under the Savings Contract to be entered into in respect of such grant shall not be less than (pound)5 per month nor greater than the amount per month specified from time to time in paragraph 24(2)(b) of Schedule 9; and the contribution payable in any month by the Eligible Employee under the Savings Contract to be entered into in respect of such grant when added to the contributions payable under all other subsisting Savings Contracts or savings contracts approved or treated as approved by the Inland Revenue for savings related share option schemes approved by the Inland Revenue for the purposes of Schedule 9, shall not exceed the greater of (pound)250 or the maximum amount permitted by Schedule 9 or if less, such other maximum amount specified by the Board or the Trustees in its/their absolute discretion by reference to any particular invitation.

4.1.2

5.

EXERCISE PRICE

The Exercise Price for an Option shall be determined on the Date of Grant subject to the following:5.1 In the case of an option to acquire one or more shares the exercise price shall be 85% of the market value of a share (or such higher percentage as may from time to time be permitted by The taxes act); and 5.2 In the case of an option to subscribe for one or more shares the exercise price shall be the greater of the nominal value and 85% of the market value of a share (or such higher percentage as may from time to time be permitted by the taxes act). 5.3 The exercise price for an option shall be stated in united states dollars. 5.4 Subject to rule 7.5 Options must be granted no more than 30 days after the day on which the market value is determined. 6

6. INVITATIONS AND APPLICATIONS FOR OPTIONS 6.1 Subject to any requirements limits or restrictions contained elsewhere in the rules the board and/or the trustees may in its/their absolute discretion issue invitations to all persons who are eligible employees. 6.2 The board (or in circumstances where options are to be granted by the trustees, the trustees in consultation with the board);
6.2.1 shall have determined the maximum number of Shares over which Options have been granted on the Date of Grant; and may have at that time determined a higher number to which such maximum may be increased if and only if the need for scaling down under Rule 7.5 will be thereby avoided

6.2.2

6. INVITATIONS AND APPLICATIONS FOR OPTIONS 6.1 Subject to any requirements limits or restrictions contained elsewhere in the rules the board and/or the trustees may in its/their absolute discretion issue invitations to all persons who are eligible employees. 6.2 The board (or in circumstances where options are to be granted by the trustees, the trustees in consultation with the board);
6.2.1 shall have determined the maximum number of Shares over which Options have been granted on the Date of Grant; and may have at that time determined a higher number to which such maximum may be increased if and only if the need for scaling down under Rule 7.5 will be thereby avoided

6.2.2

subject in all events to the limit on the aggregate number of Shares that may be issued under the Plan as set out in Rule 14.1. 6.3 Invitations shall include an application form, (in a form determined by the board or trustees, as appropriate) together with instructions for the completion and return of the application in accordance with rule 6.4. 6.4 Invitations shall state whether the savings contracts to be entered into in relation to the particular grant shall include any one or more of:6.4.1 6.4.2 6.4.3 the First Bonus; the Standard Bonus; the Maximum Bonus;

and if appropriate must invite Eligible Employees to select which Savings Contract they wish to enter into and to indicate their selection on the application form. 6.5 Not later than the date specified in the invitation (being neither earlier than fourteen nor later than twenty-one days after the date of grant, unless on a particular occasion the inland revenue has agreed to a variation in the time allowed for the response to invitations) each eligible employee to whom an invitation has been issued may 7

return the application form provided pursuant to rule 6.3 To the board or the trustees (as the case may be) thereby indicating that he wishes to be granted an option. 6.6 Subject to rule 7 below, applications shall be taken to be for an option over shares with a total exercise cost as near as possible to but not exceeding the estimated converted aggregate amount. 7. GRANT OF OPTIONS AND SCALING-DOWN 7.1 Subject to this rule 7 the option shall be over the number of shares for which application is made. 7.2 Not later than the twenty-eighth day following the issue of invitations the board (on behalf of the company) and/or the trustees (as the case may be) shall confirm to each applicant who is still an eligible employee that an option has been granted to that eligible employee and indicating the maximum number of shares over which the option has been granted. 7.3 Where any option has been granted by the board and the terms specified in the option provide for the

return the application form provided pursuant to rule 6.3 To the board or the trustees (as the case may be) thereby indicating that he wishes to be granted an option. 6.6 Subject to rule 7 below, applications shall be taken to be for an option over shares with a total exercise cost as near as possible to but not exceeding the estimated converted aggregate amount. 7. GRANT OF OPTIONS AND SCALING-DOWN 7.1 Subject to this rule 7 the option shall be over the number of shares for which application is made. 7.2 Not later than the twenty-eighth day following the issue of invitations the board (on behalf of the company) and/or the trustees (as the case may be) shall confirm to each applicant who is still an eligible employee that an option has been granted to that eligible employee and indicating the maximum number of shares over which the option has been granted. 7.3 Where any option has been granted by the board and the terms specified in the option provide for the satisfaction of the option by the issue of shares by the company then the board may in its absolute discretion determine that in substitution for the allotment and issue of shares it shall procure that some or all of the shares over which the option subsists shall be satisfied, in accordance with rule 14.2, By some other person or body. Such determination may be made at any time following the grant of any particular option and prior to the resolution of the board to satisfy the exercise of any option by the issue of share.
7.4 Options may be granted pursuant to the plan as follows:7.4.1 By the Board where such Option will, subject to Rule 14.2 below, be satisfied on its exercise by the Company issuing Shares to the relevant Option Holder; By the Board, where such Option will be satisfied on its exercise by some other person or body (including, without limitation, the Trustees); By the Trustees where such Option on its exercise will be satisfied by the transfer of Shares from the Employee Trust.

7.4.2

7.4.3

8

7.5 If the board and/or the trustees receive completed application forms which indicate that the maximum number of shares over which options have been granted on the date of grant is insufficient after taking into account any higher number of shares over which options have been granted pursuant to rule 6.2 Then reference to the fortieth day shall be substituted for reference to the twenty-eighth day in rule 7.2 And the following steps shall be carried out successively to the extent necessary to eliminate the excess:7.5.1 each election for the Maximum Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for only the Standard Bonus to be so included; each election for the Standard Bonus or the First Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for no bonus to be so included; the excess over the minimum monthly savings contribution chosen by each applicant in relation to that particular grant shall be reduced pro rata to the extent necessary; each election for a 5 year Savings Contract shall be deemed to be an election for only a 3 year Savings Contract;

7.5.2

7.5.3

7.5.4

7.5 If the board and/or the trustees receive completed application forms which indicate that the maximum number of shares over which options have been granted on the date of grant is insufficient after taking into account any higher number of shares over which options have been granted pursuant to rule 6.2 Then reference to the fortieth day shall be substituted for reference to the twenty-eighth day in rule 7.2 And the following steps shall be carried out successively to the extent necessary to eliminate the excess:7.5.1 each election for the Maximum Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for only the Standard Bonus to be so included; each election for the Standard Bonus or the First Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for no bonus to be so included; the excess over the minimum monthly savings contribution chosen by each applicant in relation to that particular grant shall be reduced pro rata to the extent necessary; each election for a 5 year Savings Contract shall be deemed to be an election for only a 3 year Savings Contract; subject to Rule 7.6, applications will be selected by lot each based on a monthly savings contribution of (pound)5 and the inclusion of no bonus in the repayment under the Savings Contract.

7.5.2

7.5.3

7.5.4

7.5.5

Each application shall be deemed to have been modified or withdrawn in accordance with the application of the foregoing provisions and the Board shall amend each Savings Contract proposal form to reflect any reduction in monthly savings contributions resulting from such application. 7.6 As an alternative to selecting applications by lot, the board and/or the trustees may determine in its/their absolute discretion that no options shall be granted. 7.7 For the avoidance of doubt, the grant of an option to an eligible employee shall be conditional upon the eligible employee having entered into a savings contract such that the estimated converted aggregate amount will be not less than the total exercise cost of the shares over which the option is granted. 9

7.8 The grant of an option shall be evidenced by the issue of a certificate under the authority of the board or the trustees as appropriate in such form as the board and/or the trustees may determine and which shall specify:7.8.1 7.8.2 the Exercise Price; the maximum number of Shares over which the Option is granted based on the Barclays Bank plc dollar/sterling spot exchange rate at noon on the Date of Grant; the Date of Grant; and a statement to the effect that the actual number of Shares over which the Eligible Employee shall be able to exercise an Option shall be determined on the date of exercise of the Option (or as soon after that date as is practicable) according to the dollar/sterling spot exchange rate of Barclays Bank plc at noon GMT on the date of exercise of the Option.

7.8.3 7.8.4

7.8 The grant of an option shall be evidenced by the issue of a certificate under the authority of the board or the trustees as appropriate in such form as the board and/or the trustees may determine and which shall specify:7.8.1 7.8.2 the Exercise Price; the maximum number of Shares over which the Option is granted based on the Barclays Bank plc dollar/sterling spot exchange rate at noon on the Date of Grant; the Date of Grant; and a statement to the effect that the actual number of Shares over which the Eligible Employee shall be able to exercise an Option shall be determined on the date of exercise of the Option (or as soon after that date as is practicable) according to the dollar/sterling spot exchange rate of Barclays Bank plc at noon GMT on the date of exercise of the Option.

7.8.3 7.8.4

7.9 If any certificate shall be destroyed, lost, defaced or worn out, it may be renewed on such evidence being provided and on such terms as the board or trustees may require. 7.10 No option may be granted later than 10 years after the date of approval. 8. RESTRICTIONS ON TRANSFER OF OPTIONS An Option shall be personal to the Option Holder (or, where appropriate, his legal personal representatives) and shall not be assignable. Any purported assignment transfer, charge, disposal or dealing with the rights and interests of the Option Holder shall render the Option void. 9. EXERCISE OF OPTIONS 9.1 Subject to any provision in these rules to the contrary an option shall:9.1.1 9.1.2 become exercisable on the Bonus Date; and lapse six months after the Bonus Date.

10

9.2 The maximum number of shares over which an option shall be exercisable shall be determined using the exercise price and the actual converted aggregate amount. 9.3 No option shall be exercisable over a number of shares to the extent that the total exercise cost exceeds the actual converted aggregate amount and, for the purposes of this rule, the actual converted aggregate amount excludes the repayment of any contribution the due date for payment of which falls more than one month after the date on which repayment under the savings contract is made. 9.4 An option may be exercised by an option holder in the circumstances and within the periods specified below and (except as set out in rule 9.4.4 Below) shall thereafter
lapse:9.4.1 if the Option Holder dies before the Bonus Date, the period of twelve months after his death; if the Option Holder dies in the six months following the Bonus Date the period of twelve months after the Bonus Date;

9.4.2

9.2 The maximum number of shares over which an option shall be exercisable shall be determined using the exercise price and the actual converted aggregate amount. 9.3 No option shall be exercisable over a number of shares to the extent that the total exercise cost exceeds the actual converted aggregate amount and, for the purposes of this rule, the actual converted aggregate amount excludes the repayment of any contribution the due date for payment of which falls more than one month after the date on which repayment under the savings contract is made. 9.4 An option may be exercised by an option holder in the circumstances and within the periods specified below and (except as set out in rule 9.4.4 Below) shall thereafter
lapse:9.4.1 if the Option Holder dies before the Bonus Date, the period of twelve months after his death; if the Option Holder dies in the six months following the Bonus Date the period of twelve months after the Bonus Date; unless the Option Holder has died, and subject to Rules 9.3 and 9.4.1, the period of six months following Cessation of Employment by reason of injury disability redundancy within the meaning of the Employment Rights Act 1996 or retirement on reaching an age not less than either the age at which he is bound to retire in accordance with the terms of his contract of employment or the Specified Age; subject to Rules 9.3 and 9.1.2 the period of six months after the Option Holder reaches the Specified Age if he continues to be employed within the Group after reaching such Specified Age; unless the Option Holder had died, and subject to Rules 9.3 and 9.1.2, the period of six months following Cessation of Employment (other than for reasons of dismissal for misconduct, by reason of early retirement or voluntary redundancy) in circumstances in which Rules 9.4.1, 9.4.2 and 9.4.3 do not apply provided that on such Cessation of Employment at least three years have elapsed since the Date of Grant; subject to Rules 9.3 and 9.1.2 the period of six months following Cessation of Employment by reason of the Company by which he is employed ceasing 11

9.4.2

9.4.3

9.4.4

9.4.5

9.4.6

to be a member of the Group or by reason of the sale of the undertaking in which he is employed to a transferee which is neither a member of the Group nor an Associated Company; and 9.4.7 9.5 the events specified in Rule 11.

Subject to rule 9.1.2 An option shall lapse if: 9.5.1 the Option Holder ceases to be employed within the Group for any reason other than as set out in Rule 9.4 hereof provided that an Option Holder who ceased to be an Eligible Employee by reason of pregnancy or confinement and who exercises her right to return to work under Section 45 of the Employment Protection (Consolidation) Act 1978 before exercising an Option under the Plan will be treated for these purposes as not having ceased to be an Eligible Employee; or

to be a member of the Group or by reason of the sale of the undertaking in which he is employed to a transferee which is neither a member of the Group nor an Associated Company; and 9.4.7 9.5 the events specified in Rule 11.

Subject to rule 9.1.2 An option shall lapse if: 9.5.1 the Option Holder ceases to be employed within the Group for any reason other than as set out in Rule 9.4 hereof provided that an Option Holder who ceased to be an Eligible Employee by reason of pregnancy or confinement and who exercises her right to return to work under Section 45 of the Employment Protection (Consolidation) Act 1978 before exercising an Option under the Plan will be treated for these purposes as not having ceased to be an Eligible Employee; or the whole or part of an Option Holder's contributions under the related Savings Contract are repaid to the Option Holder before the earliest date on which the Option may be exercised in accordance with this Plan; or the Option Holder is adjudicated bankrupt.

9.5.2

9.5.3 9.6

No option may be exercised when: 9.6.1 9.6.2 the Option Holder is; or the personal representative(s) of an Option Holder who at the date of his death is or are,

precluded from participating in the Plan by paragraph 8 of the Schedule 9. In addition and (subject to Rules 9.4.1, 9.4.2, 9.4.3, 9.4.5 and 9.4.6) no Option may be exercised by an Option Holder when he is not an Eligible Employee. 10. MANNER OF EXERCISE OF OPTIONS 10.1 In order to exercise an option the option holder or his legal personal representative shall terminate the related savings contract and deliver to the secretary of the company (or his designee) or the trustees as appropriate his option certificate together with a written notice signed by or on behalf of the option holder and 12

specifying the number of shares in respect of which the option is being exercised and payment in full of the exercise price in united states dollars for those shares. 10.2 An option may be exercised on one occasion only in respect of all or any of the shares over which it is granted. 10.3 If the actual converted aggregate amount exceeds the total exercise cost, the option holder shall receive a cash refund to the extent that the actual converted aggregate amount exceeds the total exercise cost. 10.4 If the actual converted aggregate amount is less than the total exercise cost, the number of shares that the option holder may purchase upon exercise of the option shall be limited to the number of shares that can be purchased at the exercise price using the actual converted aggregate amount. 10.5 All allotments, issues and transfers of shares shall be made on such day or days as the board or the trustees may determine and shall be made to the option holder (or at the absolute discretion of the board or the trustees (as appropriate), to one or more nominee or nominees including, for the avoidance of doubt, to the administrators of any tax efficient equity ownership plan nominated by the option holder) within 30 days of the exercise of the relevant option subject however to any necessary consents under any relevant enactments or regulations for the

specifying the number of shares in respect of which the option is being exercised and payment in full of the exercise price in united states dollars for those shares. 10.2 An option may be exercised on one occasion only in respect of all or any of the shares over which it is granted. 10.3 If the actual converted aggregate amount exceeds the total exercise cost, the option holder shall receive a cash refund to the extent that the actual converted aggregate amount exceeds the total exercise cost. 10.4 If the actual converted aggregate amount is less than the total exercise cost, the number of shares that the option holder may purchase upon exercise of the option shall be limited to the number of shares that can be purchased at the exercise price using the actual converted aggregate amount. 10.5 All allotments, issues and transfers of shares shall be made on such day or days as the board or the trustees may determine and shall be made to the option holder (or at the absolute discretion of the board or the trustees (as appropriate), to one or more nominee or nominees including, for the avoidance of doubt, to the administrators of any tax efficient equity ownership plan nominated by the option holder) within 30 days of the exercise of the relevant option subject however to any necessary consents under any relevant enactments or regulations for the time being in force having been obtained (and it shall be the responsibility of the option holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent). 10.6 If a dividend or other distribution is to be or is proposed to be paid to holders of the shares on the register on a date prior to the date of exercise of an option the shares to be issued or transferred upon such exercise will not rank for such dividend or other distribution. Subject to the foregoing shares allotted or transferred upon the exercise of an option shall rank pari passu in all respects with the shares in issue on the date of such exercise 11. MERGER, SALE, CHANGE OF CONTROL AND LIQUIDATION 11.1 If any person obtains control of the company as a result of making:13
11.1.1 a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or a general offer to acquire all of the shares in the Company which are of the same class as the Shares;

11.1.2

any Subsisting Option held by an Option Holder may be exercised (subject to Rule 13.1 below and to Rules 9.3 and 9.1.2 above) within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied (unless the Inland Revenue has agreed to a reduction in the time allowed for the exercise of Subsisting Options) and if not so exercised shall then lapse unless Rule 12 below applies. 11.2 If as a result of the events specified in rules 11.1 A person has obtained control of the company and, in accordance with the provisions of that rule, the option holder has exercised any subsisting option the company shall use its reasonable endeavours to procure that following the transfer or allotment (as the case may be) of shares to the option holder, inasmuch as such shares were not previously included in the general offer, the relevant party shall offer to acquire such shares from the option holder upon the same terms as those upon which the shares were originally acquired under the general offer. 11.3 If notice is duly given of a resolution for the voluntary winding-up of the company (other than for the purpose of reconstruction or amalgamation) an option holder may (subject to rules 9.3 And 9.1.2) During the six months thereafter exercise all or any of his subsisting options (but so that such exercise shall be conditional upon the passing of such resolution before the expiry of six months after the bonus date) which shall then lapse.

11.1.1

a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or a general offer to acquire all of the shares in the Company which are of the same class as the Shares;

11.1.2

any Subsisting Option held by an Option Holder may be exercised (subject to Rule 13.1 below and to Rules 9.3 and 9.1.2 above) within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied (unless the Inland Revenue has agreed to a reduction in the time allowed for the exercise of Subsisting Options) and if not so exercised shall then lapse unless Rule 12 below applies. 11.2 If as a result of the events specified in rules 11.1 A person has obtained control of the company and, in accordance with the provisions of that rule, the option holder has exercised any subsisting option the company shall use its reasonable endeavours to procure that following the transfer or allotment (as the case may be) of shares to the option holder, inasmuch as such shares were not previously included in the general offer, the relevant party shall offer to acquire such shares from the option holder upon the same terms as those upon which the shares were originally acquired under the general offer. 11.3 If notice is duly given of a resolution for the voluntary winding-up of the company (other than for the purpose of reconstruction or amalgamation) an option holder may (subject to rules 9.3 And 9.1.2) During the six months thereafter exercise all or any of his subsisting options (but so that such exercise shall be conditional upon the passing of such resolution before the expiry of six months after the bonus date) which shall then lapse. 12. ROLLOVER OF OPTIONS 12.1 If a company (in this rule called the "acquiring company") has acquired control of the company as a result of any of the events described in rules 11.1.1 Or 11.1.2 (Such acquiring of control being referred to below as a "relevant event"), the option holder may by agreement with the acquiring company at any time within the appropriate period (as defined in rule 12.3 Below) release his rights under the plan (in this rule referred to as the "old rights") in consideration of the grant to him of 14

rights (in this rule referred to as the "new rights") which comply with paragraph 12.2 Below and relate to shares in the acquiring company (or some other company which in relation to the acquiring company falls within paragraph (b) or paragraph (c) of paragraph 10 of schedule 9). 12.2 The new rights shall comply with each of the following requirements:
12.2.1 the shares to which they relate shall satisfy the conditions specified in relation to plan shares in paragraphs 10 to 14 of Schedule 9; the New Rights shall be exercisable in the same manner as the Old Rights and subject to the provisions of the Plan as it had effect immediately before the release of the Old Rights; the total Market Value, immediately before the release, of the Shares which were subject to the Option Holder's Old Rights shall be equal to the total Market Value immediately after the grant of the shares in respect of which the New Rights are granted to the Option Holder; and the total amount payable by the Option Holder for the acquisition of shares in pursuance of the New Rights

12.2.2

12.2.3

12.2.4

rights (in this rule referred to as the "new rights") which comply with paragraph 12.2 Below and relate to shares in the acquiring company (or some other company which in relation to the acquiring company falls within paragraph (b) or paragraph (c) of paragraph 10 of schedule 9). 12.2 The new rights shall comply with each of the following requirements:
12.2.1 the shares to which they relate shall satisfy the conditions specified in relation to plan shares in paragraphs 10 to 14 of Schedule 9; the New Rights shall be exercisable in the same manner as the Old Rights and subject to the provisions of the Plan as it had effect immediately before the release of the Old Rights; the total Market Value, immediately before the release, of the Shares which were subject to the Option Holder's Old Rights shall be equal to the total Market Value immediately after the grant of the shares in respect of which the New Rights are granted to the Option Holder; and the total amount payable by the Option Holder for the acquisition of shares in pursuance of the New Rights shall be equal to the total amount that would have been payable for the acquisition of Shares in pursuance of the Old Rights.

12.2.2

12.2.3

12.2.4

12.3 In this rule the "appropriate period" means the period of six months beginning with the time when the person making the offer has obtained control of the company and any condition subject to which the offer is made is satisfied; 12.4 Any reference in rules 8 to 13 and rules 15 and 16 to "option", "shares", "company" or "board" shall, in its application to any new rights, be deemed a reference to the new rights, the shares to which the new rights relate, the company in whose capital such shares are comprised or the board as defined in rule 1 but in relation to the acquiring company. 12.5 Rule 12.1 Above is included in the plan by virtue of paragraph 15 of schedule 9. 12.6 If new rights shall be granted to an option holder by reference to any relevant event, rule 11.1 Above shall cease to apply by reference to that relevant event (but without prejudice to their application by reference to any other relevant event). Any 15

option which is not exercised or released pursuant to this rule within the appropriate period (as defined in rule 12.3 Above) following a relevant event (but not any new rights granted by reference to that relevant event) shall lapse. 13. VARIATION OF CAPITAL 13.1 The aggregate number of shares which may be issued under the plan may be increased to reflect a change in capitalisation of the company, such as a stock dividend or stock split. 13.2 If, prior to the expiration of an option, the company shall effect a subdivision or consolidation of its shares or the payment of a stock dividend on its shares without receipt of consideration by the company, the number of shares thereafter subject to such option (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the exercise price shall be

option which is not exercised or released pursuant to this rule within the appropriate period (as defined in rule 12.3 Above) following a relevant event (but not any new rights granted by reference to that relevant event) shall lapse. 13. VARIATION OF CAPITAL 13.1 The aggregate number of shares which may be issued under the plan may be increased to reflect a change in capitalisation of the company, such as a stock dividend or stock split. 13.2 If, prior to the expiration of an option, the company shall effect a subdivision or consolidation of its shares or the payment of a stock dividend on its shares without receipt of consideration by the company, the number of shares thereafter subject to such option (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the exercise price shall be proportionately increased. 13.3 No adjustments shall be made without specific prior approval of the inland revenue. 13.4 Notice of any such adjustments shall be given to the option holders who if required shall return their option certificates for endorsement or replacement 14. AVAILABILITY OF AUTHORISED CAPITAL 14.1 The aggregate number of shares that may be issued (a) pursuant the plan, (b) and pursuant to the company's obligations as successor to cooper industries, inc. Under the cooper (uk) share purchase plan approved by the cooper industries, inc. Board of directors on february 9, 2000, is 500,000 authorised but unissued shares. 14.2 The company has made application to the new york stock exchange in respect of the maximum number of shares issuable under the plan and shall submit such returns or reports as may be required by the exchange concerning the number of shares actually allotted under the plan. 14.3 The company shall keep available sufficient authorised but unissued shares to satisfy in full all outstanding options granted by the company to subscribe for shares and ensure that there are sufficient shares in issue available to satisfy any subsisting option to acquire shares. 16

14.4 At any time following the grant of an option by the company the company may elect to satisfy its obligation to issue shares arising from such exercise by procuring the transfer by the trustees or any other existing shareholder or shareholders to the option holder of the number of issued shares equal to the number of shares in respect of which the option is exercised and at a price equal to the exercise price and otherwise on terms no less favourable (mutatis mutandis) to the option holder than those which would have applied had the company not made such election. 15. VARIATION AND TERMINATION OF PLAN 15.1 These rules may be altered by resolution of the board in any manner and at any time subject to the following provisions:
15.1.1 in making such alteration, the Board shall have regard to the fact that, if such an alteration is made at a time when the Plan is approved by the Inland Revenue under Schedule 9, the approval shall not have effect until approved by the Inland Revenue and approval shall therefore be sought from the Inland Revenue as soon as possible following the making of any alteration; and no alteration may materially affect an Option Holder

15.1.2

14.4 At any time following the grant of an option by the company the company may elect to satisfy its obligation to issue shares arising from such exercise by procuring the transfer by the trustees or any other existing shareholder or shareholders to the option holder of the number of issued shares equal to the number of shares in respect of which the option is exercised and at a price equal to the exercise price and otherwise on terms no less favourable (mutatis mutandis) to the option holder than those which would have applied had the company not made such election. 15. VARIATION AND TERMINATION OF PLAN 15.1 These rules may be altered by resolution of the board in any manner and at any time subject to the following provisions:
15.1.1 in making such alteration, the Board shall have regard to the fact that, if such an alteration is made at a time when the Plan is approved by the Inland Revenue under Schedule 9, the approval shall not have effect until approved by the Inland Revenue and approval shall therefore be sought from the Inland Revenue as soon as possible following the making of any alteration; and no alteration may materially affect an Option Holder as regards an Option granted prior to the alteration being made save that this shall not prevent the issue of Options after the date of the alteration on terms more favourable than those Options granted prior to that date. The Company may by ordinary resolution of the Board at any time resolve to terminate the Plan in which case no further Options shall be granted but the Subsisting Options shall not be affected by such termination.

15.1.2

15.13

16.

ADMINISTRATION

16.1 The plan shall be administered by the plan administration committee established by the board, which committee shall be authorised to approve offerings under the plan and to interpret the plan and from time to time to adopt such rules and regulations, consistent with the provisions of the plan, as may be deemed advisable to carry out the plan. The decision of such committee shall be final and binding for all purposes with respect to any question arising under the plan. 16.2 The committee is authorised to amend the plan to benefit the administration of the plan and make amendments to bring the plan within the terms of schedule 9 and/or to 17

obtain or maintain inland revenue approval under the provisions of schedule 9 or any other enactment and/or to take advantage of or to comply with any changes in existing or proposed legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the company, any subsidiary or option holder. 17. GENERAL 17.1 In the event of any dispute or question concerning the construction or effect of the plan the decision of the board shall be final and conclusive subject to the concurrence of the auditors wherever required under these rules. 17.2 In any matter in which they are required to act under the plan the auditors shall be deemed to be acting as experts and not as arbitrators and the arbitration acts 1950 to 1996 shall not apply hereto.

obtain or maintain inland revenue approval under the provisions of schedule 9 or any other enactment and/or to take advantage of or to comply with any changes in existing or proposed legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the company, any subsidiary or option holder. 17. GENERAL 17.1 In the event of any dispute or question concerning the construction or effect of the plan the decision of the board shall be final and conclusive subject to the concurrence of the auditors wherever required under these rules. 17.2 In any matter in which they are required to act under the plan the auditors shall be deemed to be acting as experts and not as arbitrators and the arbitration acts 1950 to 1996 shall not apply hereto. 17.3 Notwithstanding any provisions of any other of these rules the plan shall not form part of any contract of employment of any eligible employee and shall not confer any legal or equitable rights (other than those constituting the options themselves) against the company or any subsidiary nor shall the benefits to eligible employees under the plan form any part of their remuneration for pension or other purposes. 17.4 Ifan option holder shall cease for any reason to be an eligible employee his rights and benefits under the plan or in connection therewith (actual or prospective) or any loss thereof shall not entitle him to any claim for compensation against the company or any subsidiary. 17.5 If a person shall cease to be an eligible employee for whatever reason he shall not be entitled to compensation for any loss of any rights or benefits (actual or prospective) under the plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for unfair dismissal, wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. 17.6 The board may from time to time make and vary such regulations (not being inconsistent with the plan) for the implementation and administration of the plan as it thinks fit. 17.7 Option holders shall not be entitled to copies of notices and documents sent to ordinary shareholders prior to the exercise of an option. 18
17.8 It shall be the duty of the board or the trustees (as appropriate) to provide returns of any options granted or exercised and to make available such further information as may be requested from time to time by the board of the inland revenue. Any notice or other communication under or in connection with the plan may be given by personal delivery or by sending the same by post, in the case of a company to its registered office and in the case of an individual to his last known address, or, where he is a director or employee of a group company either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped. The costs of introducing and administering the plan shall be borne by the company.

17.9

17.10

18. GOVERNING LAW The Rules and the Plan shall in all respects be governed by the laws of England and the English Courts shall have non exclusive jurisdiction to hear and determine any disputes which arise or may arise in connection with the Plan.

17.8

It shall be the duty of the board or the trustees (as appropriate) to provide returns of any options granted or exercised and to make available such further information as may be requested from time to time by the board of the inland revenue. Any notice or other communication under or in connection with the plan may be given by personal delivery or by sending the same by post, in the case of a company to its registered office and in the case of an individual to his last known address, or, where he is a director or employee of a group company either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped. The costs of introducing and administering the plan shall be borne by the company.

17.9

17.10

18. GOVERNING LAW The Rules and the Plan shall in all respects be governed by the laws of England and the English Courts shall have non exclusive jurisdiction to hear and determine any disputes which arise or may arise in connection with the Plan. 19. HEADINGS The headings contained herein are for convenience only and shall not affect the construction of the Rules. ON BEHALF OF THE COMPANY I HEREBY DECLARE THAT THE BOARD HAS APPROVED AND ADOPTED THESE RULES. SIGNED: DAVID R. SHEIL CAPACITY: SENIOR VICE PRESIDENT, HUMAN RESOURCES DATE: NOVEMBER 18, 2002 19

Exhibit 12.0 COOPER INDUSTRIES, LTD. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands) (Unaudited)
Year Ended December 31, -------------------------------------------------2003 2002 2001 2000 ---------------------------------$ 74,100 $ 74,500 $ 84,700 $ 100,300 $ 12,183 --------$ 86,283 ========= $ 346,500 86,283 14,679 --------$ 89,179 ========= $ 280,200 89,179 1,462 13,369 --------$ 99,531 ========= $ 316,400 98,069 3,946 15,614 --------$ 119,860 ========= $ 549,900 115,914

Interest Expense Capitalized Interest Estimated Interest Portion of Rent Expense Fixed Charges Income from Continuing Operations Before Income Taxes Add: Fixed Charges

-$ == $

Exhibit 12.0 COOPER INDUSTRIES, LTD. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands) (Unaudited)
Year Ended December 31, -------------------------------------------------2003 2002 2001 2000 ---------------------------------$ 74,100 $ 74,500 $ 84,700 $ 100,300 $ 12,183 --------$ 86,283 ========= $ 346,500 86,283 14,679 --------$ 89,179 ========= $ 280,200 89,179 1,462 13,369 --------$ 99,531 ========= $ 316,400 98,069 3,946 15,614 --------$ 119,860 ========= $ 549,900 115,914

Interest Expense Capitalized Interest Estimated Interest Portion of Rent Expense Fixed Charges Income from Continuing Operations Before Income Taxes Add: Fixed Charges Less: Equity in Earnings of 50% or Less Owned Companies Earnings Before Fixed Charges

-$ == $

(2,534) --------$ 430,249 ========= 5.0x

(2,969) --------$ 366,410 ========= 4.1x

(2,922) --------$ 411,547 ========= 4.1x

(3,367) --------$ 662,447 ========= 5.5x

-$ ==

Ratio of Earnings to Fixed Charges

EXHIBIT 21 Updated to December 31, 2003 SUBSIDIARIES Cooper has no parent. The subsidiaries of Cooper are listed in groupings that indicate the nature and management of the operations of each. Unless noted herein, all subsidiaries are wholly owned by Cooper or one of its subsidiaries.
Place of Name Incorporation -----------------------------------------------------------------------A. GENERAL CORPORATE ADMINISTRATION Brownly-Consultadoria e Projectos Lda CBE Services, Inc. CI Finance, Inc. CI Leasing Company Cooper Bussmann Finance, Inc. Cooper Enterprises LLC Cooper Europe Finance LLC Cooper Europe Finance SNC Cooper European Finance, Inc. Cooper Finance Group L.P. Cooper Finance Investment LLC Cooper Finance (Bermuda) Ltd. Cooper Finance USA, Inc. Cooper France Finance, Inc. Cooper France Finance SNC Cooper France Investment LLC Madeira Free Zone Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. France Delaware, U.S. United Kingdom Delaware, U.S. Bermuda Delaware, U.S. Delaware, U.S. France Delaware, U.S.

EXHIBIT 21 Updated to December 31, 2003 SUBSIDIARIES Cooper has no parent. The subsidiaries of Cooper are listed in groupings that indicate the nature and management of the operations of each. Unless noted herein, all subsidiaries are wholly owned by Cooper or one of its subsidiaries.
Place of Name Incorporation -----------------------------------------------------------------------A. GENERAL CORPORATE ADMINISTRATION Brownly-Consultadoria e Projectos Lda CBE Services, Inc. CI Finance, Inc. CI Leasing Company Cooper Bussmann Finance, Inc. Cooper Enterprises LLC Cooper Europe Finance LLC Cooper Europe Finance SNC Cooper European Finance, Inc. Cooper Finance Group L.P. Cooper Finance Investment LLC Cooper Finance (Bermuda) Ltd. Cooper Finance USA, Inc. Cooper France Finance, Inc. Cooper France Finance SNC Cooper France Investment LLC Cooper Global LLC Cooper Holdings Ltd. Cooper Hungary Group Financing Limited Liability Company Cooper Industries (Canada) Inc. Cooper Industries Australia Pensions Pty Ltd Cooper Industries Australia Pty Limited Cooper Industries Finance B.V. Cooper Industries Finanzierungs-GbR Cooper Industries Foreign Sales Company, Limited Cooper Industries Foundation Cooper Industries International Company Cooper Industries, Inc. Cooper Industries, Inc. Cooper Industries Mexico, S. de R.L. de C.V. Cooper International Company Cooper International Finance, Inc. Cooper Investment Group L.P. Cooper Luxembourg Finance S a r.l. Cooper Offshore Holdings Ltd. Cooper Pensions Limited Cooper Power Systems Finance, Inc. Cooper Power Tools Finance, Inc. Cooper Securities, Inc. Cooper Technologies Company Cooper Western Hemisphere Company Coopind Inc. Madeira Free Zone Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S. France Delaware, U.S. United Kingdom Delaware, U.S. Bermuda Delaware, U.S. Delaware, U.S. France Delaware, U.S. Delaware, U.S. Bermuda Hungary Ontario, Canada Australia Australia Netherlands Germany Barbados Ohio, U.S. Delaware, U.S. Delaware, U.S. Ohio Mexico Delaware, U.S. Delaware, U.S. United Kingdom Luxembourg Bermuda United Kingdom Delaware, U.S. Delaware, U.S. Texas, U.S. Delaware, U.S. Delaware, U.S. Delaware, U.S.

1
Place of Incorporation -----------------

Name -------------------------------------------------------B. ELECTRICAL PRODUCTS Alpha Lighting, Inc. Arrow-Hart, S.A. de C.V.

Delaware, U.S. Mexico

Name -------------------------------------------------------B. ELECTRICAL PRODUCTS Alpha Lighting, Inc. Arrow-Hart, S.A. de C.V. Atlite Inc. Blessing International B.V. Borden/Reaves, Inc. Broomco (1644) Limited Bussmann do Brasil Ltda. Bussmann International, Inc. Bussmann, S. de R.L. de C.V. BZ Holdings Inc. Capri Codec S.A.S. CEAG Apparatebau Hundsbach GmbH & Co. OHG CEAG Apparatebau Hundsbach Verwaltungsgesellschaft mbH CEAG Notlichtsysteme GmbH Componentes de Iluminacion, S. de R.L. de C.V. Connectron, Inc. Cooper (UK) Group plc Cooper (U.K.) Limited Cooper Asia, Inc. Cooper B-Line, Inc. Cooper B-Line Limited Cooper Bussmann, Inc. Cooper Bussmann India Private Limited Cooper Corelite, Inc. Cooper Crouse-Hinds AS Cooper Crouse-Hinds B.V. Cooper Crouse-Hinds GmbH Cooper Crouse-Hinds Pte. Ltd. Cooper Crouse-Hinds LLC (49% owned by Cooper Industries International Company) Cooper Crouse-Hinds, S.A. Cooper Crouse-Hinds, S.A. de C.V. Cooper Crouse-Hinds (UK) Ltd. Cooper Electric (Shanghai) Co., Ltd. Cooper Electrical Australia Pty. Limited Cooper Electrical France SARL Cooper Electrical Products Mexico, Inc. Cooper Electronic Technologies, Inc. Cooper Elektrische Ausrustungen GmbH Cooper Industries Holdings GmbH Cooper Industries GmbH Cooper Industries (U.K.) Limited Cooper Lighting and Security Limited Cooper Lighting de Mexico, S.A. de C.V. Cooper Lighting, Inc. Cooper Menvier B.V. Cooper Menvier France SARL Cooper Menvier S.A.S. Cooper Power Systems do Brasil Ltda. Cooper Power Systems, Inc.

Place of Incorporation -----------------

Delaware, U.S. Mexico Delaware, U.S. Netherlands California, U.S. United Kingdom Brazil Delaware, U.S. Mexico Delaware, U.S. France Germany Germany Germany Mexico New Jersey, U.S. United Kingdom Delaware, U.S. Delaware, U.S. Delaware, U.S. United Kingdom Delaware, U.S. India Delaware, U.S. Norway Netherlands Germany Singapore Dubai, U.A.E. Spain Mexico United Kingdom China Australia France Delaware, U.S. Florida, U.S. Germany Germany Germany United Kingdom United Kingdom Mexico Delaware, U.S.A. Netherlands France France Brazil Delaware, U.S.

2
Place of Incorporation ---------------------Delaware, U.S. Mexico Wisconsin, U.S. United Kingdom New York, U.S. Mexico Costa Rica United Kingdom United Kingdom United Kingdom Delaware, U.S.

Name -------------------------------------------------------Cooper Power Systems Overseas, Inc. Cooper Power Systems, S. de R.L. de C.V. Cooper Power Systems Transportation Company Cooper Security Limited Cooper Wiring Devices, Inc. Cooper Wiring Devices de Mexico, S.A. de C.V. Cortek Internacional, S.A. Crompton Lighting Holdings Limited Crompton Lighting International Limited Crompton Lighting Investments Limited CTIP Inc.

Name -------------------------------------------------------Cooper Power Systems Overseas, Inc. Cooper Power Systems, S. de R.L. de C.V. Cooper Power Systems Transportation Company Cooper Security Limited Cooper Wiring Devices, Inc. Cooper Wiring Devices de Mexico, S.A. de C.V. Cortek Internacional, S.A. Crompton Lighting Holdings Limited Crompton Lighting International Limited Crompton Lighting Investments Limited CTIP Inc. Digital Lighting Holdings Limited (50% owned by Alpha Lighting, Inc.) Digital Lighting Co., Limited (50% owned by Digital Lighting Holdings Limited and 1% owned by Alpha Lighting, Inc.) Dunfermline Company EAM Asset Management Corp. Electromanufacturas, S.A. de C.V. Fulleon Limited Hi-Tech Enclosures Limited Iluminacion Cooper de las Californias S. de R.L. de C.V. Industrias Royer, S.A. de C.V. McGraw-Edison Company McGraw-Edison Development Corporation Menvier CSA Srl Menvier Group plc Menvier Overseas Holdings Limited Menvier Research Limited North American Consumer Products, Inc. PCV Incorporated PDS Edison Power Systems Co., Ltd. (60% owned by Cooper Power Systems, Inc.) PowerStor, Inc. Pretronica Precisao Electronica Lda. Regent Far East Limited Regent Holding Corp. Regent Lighting Corporation RL Manufacturing Sdn. Bhd. RLS Incorporated RTE Far East Corporation Scantronic Benelux B.V. Scantronic Holdings Limited Scantronic International Limited Silver Light International Limited (50% owned by Cooper International Company) Societe Civile Immobiliere NOEMY Transmould Limited Univel EPE

Place of Incorporation ---------------------Delaware, U.S. Mexico Wisconsin, U.S. United Kingdom New York, U.S. Mexico Costa Rica United Kingdom United Kingdom United Kingdom Delaware, U.S. British Virgin Islands

Hong Kong Ireland Delaware, U.S. Mexico United Kingdom United Kingdom Mexico Mexico Delaware, U.S. Delaware, U.S. Italy United Kingdom United Kingdom Ireland Delaware, U.S. Delaware, U.S. China California, U.S. Portugal Hong Kong Delaware, U.S. Delaware, U.S. Malaysia Delaware, U.S. Taiwan Netherlands United Kingdom United Kingdom British Virgin Islands France Ireland Greece

3
Place of Incorporation ----------------------

Name -------------------------------------------------------C. TOOLS & HARDWARE Airetool and Yost Superior Realty, Inc. (50% owned by Cooper Power Tools, Inc.) Collins Associates Ltd. Cooper Brands, Inc. Cooper (Great Britain) Ltd. Cooper Industries France SARL Cooper Italia S.p.A. Cooper Power Tools B.V. Cooper Power Tools de Mexico, S.A. de C.V. Cooper Power Tools GmbH Beteiligungen Cooper Power Tools, Inc. Cooper Power Tools GmbH & Co.

Ohio, U.S. British Virgin Islands Delaware, U.S. United Kingdom France Italy Netherlands Mexico Germany Delaware, U.S.A. Germany

Name -------------------------------------------------------C. TOOLS & HARDWARE Airetool and Yost Superior Realty, Inc. (50% owned by Cooper Power Tools, Inc.) Collins Associates Ltd. Cooper Brands, Inc. Cooper (Great Britain) Ltd. Cooper Industries France SARL Cooper Italia S.p.A. Cooper Power Tools B.V. Cooper Power Tools de Mexico, S.A. de C.V. Cooper Power Tools GmbH Beteiligungen Cooper Power Tools, Inc. Cooper Power Tools GmbH & Co. Cooper Tools B.V. Cooper Tools de Mexico, S. de R.L. de C.V. Cooper Tools GmbH Cooper Tools Hungaria Kft. Cooper Tools Industrial Ltda. Cooper Tools Manufacturing, S. de R.L. de C.V. Cooper Tools Mexico, Inc. Cooper Tools Pty. Limited Cooper Tools S.A. Cooper Tools, Inc. Deutsche Gardner-Denver Beteiligungs-GmbH Empresa Andina de Herramientas, S.A. Erem S.A. GETA-Werk Gebr. Teipel GmbH KME Masinconstruct Romania S.R.L. (90% owned by Cooper Tools Hungaria Kft.) KME Slovakia, spol. s.r.o. (90% owned by Cooper Tools Hungaria Kft.) Lufkin Europa B.V. Metronix Messgerate und Elektronik GmbH Nicholson Mexicana, S.A. de C.V. Recoules S.A. Societe Civile Immobiliere PRECA Societe Civile Immobiliere R.M. The Cooper Group, Inc.

Place of Incorporation ----------------------

Ohio, U.S. British Virgin Islands Delaware, U.S. United Kingdom France Italy Netherlands Mexico Germany Delaware, U.S.A. Germany Netherlands Mexico Germany Hungary Brazil Mexico Delaware, U.S. Australia France Delaware, U.S. Germany Colombia Switzerland Germany Romania Solvakia Netherlands Germany Mexico France France France Delaware, U.S.

4
Place of Incorporation -------------

Name ------------------------------------------------------------D. INACTIVE SUBSIDIARIES B & S Fuses Limited Bussmann (UK) Limited CSP Industries GmbH Cooper Power Systems Pty. Ltd. Crouse-Hinds de Venezuela, C.A. DFL Fusegear Limited Eagle Electric MFG. Co. Mexico, S.A. de C.V. Edison Fusegear, Inc. Firecom Limited Gardner-Denver (Aust.) Pty. Limited Gardner-Denver International, C.A. Homelink Telecom Limited JSB Electrical Limited Kestron Units Limited Mannin Circuits Limited McGraw-Edison Export Corporation Menvier (CJS) Ltd. Menvier Electronics International Pty. Ltd. Menvier Limited Menvier Security Limited Menvier-Amberlec Systems Limited MSG Leasing Limited

United Kingdom United Kingdom Germany Australia Venezuela United Kingdom Mexico Delaware, U.S. United Kingdom Australia Venezuela United Kingdom United Kingdom United Kingdom Isle of Man Delaware, U.A. United Kingdom Autralia United Kingdom United Kingdom United Kingdom United Kingdom

Name ------------------------------------------------------------D. INACTIVE SUBSIDIARIES B & S Fuses Limited Bussmann (UK) Limited CSP Industries GmbH Cooper Power Systems Pty. Ltd. Crouse-Hinds de Venezuela, C.A. DFL Fusegear Limited Eagle Electric MFG. Co. Mexico, S.A. de C.V. Edison Fusegear, Inc. Firecom Limited Gardner-Denver (Aust.) Pty. Limited Gardner-Denver International, C.A. Homelink Telecom Limited JSB Electrical Limited Kestron Units Limited Mannin Circuits Limited McGraw-Edison Export Corporation Menvier (CJS) Ltd. Menvier Electronics International Pty. Ltd. Menvier Limited Menvier Security Limited Menvier-Amberlec Systems Limited MSG Leasing Limited Regalsafe Limited Scantronic B.V. Scantronic International Holdings B.V. Scantronic Limited Si-Tronic Srl (49% owned by Scantronic International Limited) Synchrobell Limited WPC Corporation, Inc. WPP, Inc.

Place of Incorporation -------------

United Kingdom United Kingdom Germany Australia Venezuela United Kingdom Mexico Delaware, U.S. United Kingdom Australia Venezuela United Kingdom United Kingdom United Kingdom Isle of Man Delaware, U.A. United Kingdom Autralia United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Netherlands Netherlands United Kingdom Italy United Kingdom Delaware, U.S. Oregon, U.S.

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements on Forms S-8, Forms S3D or Forms S-3 of Cooper Industries, Inc. or Cooper Industries, Ltd. and in each related Prospectus of our report dated March 4, 2004, with respect to the consolidated financial statements and schedules of Cooper Industries, Ltd. included in this Annual Report (Form 10-K) for the year ended December 31, 2003.
No. 2-33-14542 Form S-8 Registration Statement for Cooper Industries, Inc. 1989 Employee Stock Purchase Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Directors Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Stock Incentive Plan Form S-3D Registration Statement for Cooper Industries, Inc. Dividend Reinvestment and Stock Purchase Plan Form S-3D Registration Statement for Cooper Industries, Ltd. Dividend Reinvestment and Stock Purchase Plan Form S-8 Registration Statement for Cooper Industries, Inc. Director's Retainer Fee Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Management Annual Incentive Plan Form S-8 Registration Statement for Cooper (UK) Employee Share Purchase Plan

No. 333-02847

No. 333-64400

No. 333-24237

No. 333-101451

No. 333-51439

No. 333-51441

No. 333-37580

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements on Forms S-8, Forms S3D or Forms S-3 of Cooper Industries, Inc. or Cooper Industries, Ltd. and in each related Prospectus of our report dated March 4, 2004, with respect to the consolidated financial statements and schedules of Cooper Industries, Ltd. included in this Annual Report (Form 10-K) for the year ended December 31, 2003.
No. 2-33-14542 Form S-8 Registration Statement for Cooper Industries, Inc. 1989 Employee Stock Purchase Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Directors Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Stock Incentive Plan Form S-3D Registration Statement for Cooper Industries, Inc. Dividend Reinvestment and Stock Purchase Plan Form S-3D Registration Statement for Cooper Industries, Ltd. Dividend Reinvestment and Stock Purchase Plan Form S-8 Registration Statement for Cooper Industries, Inc. Director's Retainer Fee Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Management Annual Incentive Plan Form S-8 Registration Statement for Cooper (UK) Employee Share Purchase Plan Form S-3 Registration Statement for a shelf registration to issue up to $500 million of debt securities Form S-3 Registration Statement for a shelf registration to issue a guarantee of up to $500 million of debt securities

No. 333-02847

No. 333-64400

No. 333-24237

No. 333-101451

No. 333-51439

No. 333-51441

No. 333-37580

No. 333-75475

No. 333-99581

ERNST & YOUNG LLP Houston, Texas March 4, 2004

EXHIBIT 23.2 March 3, 2004 Cooper Industries, Ltd. 600 Travis, Suite 5800 Houston, Texas 77002-1001 Ladies and Gentlemen: We consent to the incorporation by reference in the following Registration Statements of Cooper Industries, Ltd. (the "Company") and/or Cooper Industries, Inc., as applicable, of the use of our name and the reference to an analysis, with which our firm assisted, concerning the contingent liability exposure of the Company for certain asbestos-related claims, under "Item 3. Legal Proceedings" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and in Note 16 to its consolidated financial statements for the year ended December 31, 2003.

EXHIBIT 23.2 March 3, 2004 Cooper Industries, Ltd. 600 Travis, Suite 5800 Houston, Texas 77002-1001 Ladies and Gentlemen: We consent to the incorporation by reference in the following Registration Statements of Cooper Industries, Ltd. (the "Company") and/or Cooper Industries, Inc., as applicable, of the use of our name and the reference to an analysis, with which our firm assisted, concerning the contingent liability exposure of the Company for certain asbestos-related claims, under "Item 3. Legal Proceedings" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and in Note 16 to its consolidated financial statements for the year ended December 31, 2003. No. 2-33-14542 Form S-8 Registration Statement for Cooper Industries, Inc. 1989
Employee Stock Purchase Plan No. 333-02847 Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Directors Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Stock Incentive Plan Form S-3D Registration Statement for Cooper Industries, Inc. Dividend Reinvestment and Stock Purchase Plan Form S-3D Registration Statement for Cooper Industries, Ltd. Dividend Reinvestment and Stock Purchase Plan Form S-8 Registration Statement for Cooper Industries, Inc. Director's Retainer Fee Stock Plan Form S-8 Registration Statement for Cooper Industries, Inc. Amended and Restated Management Annual Incentive Plan Form S-8 Registration Statement for Cooper (UK) Employee Share Purchase Plan Form S-3 Registration Statement for a shelf registration to issue up to $500 million of debt securities Form S-3 Registration Statement for a shelf registration to issue a guarantee of up to $500 million of debt securities

No. 333-64400

No. 333-24237

No. 333-101451

No. 333-51439

No. 333-51441

No. 333-37580

No. 333-75475

No. 333-99581

Sincerely,
/s/ Charles E. Bates, Ph.D. President and Senior Partner Bates White LLC

EXHIBIT 24.0 POWER OF ATTORNEY COOPER INDUSTRIES, LTD.

EXHIBIT 24.0 POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ James R. Wilson

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Stephen G. Butler

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Stephen G. Butler

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ James J. Postl

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ James J. Postl

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Dan F. Smith

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Dan F. Smith

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Gerald B. Smith

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Gerald B. Smith

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Linda A. Hill

Exhibit 31.1 Certifications I, H. John Riley, Jr., certify that: 1. I have reviewed this report on Form 10-K of Cooper Industries, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

POWER OF ATTORNEY COOPER INDUSTRIES, LTD. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of Cooper Industries, Ltd. ("Cooper"), a Bermuda corporation, does hereby make, constitute and appoint Diane K. Schumacher and Terrance V. Helz, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned, and in his name and in his capacity or capacities as aforesaid, the Cooper Annual Report on Form 10-K with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and any other documents in support thereof or supplemental thereto, with respect to the fiscal year ended December 31, 2003, and any and all amendments thereto. The undersigned hereby grants to said attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of February, 2004.
/s/ Linda A. Hill

Exhibit 31.1 Certifications I, H. John Riley, Jr., certify that: 1. I have reviewed this report on Form 10-K of Cooper Industries, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal

Exhibit 31.1 Certifications I, H. John Riley, Jr., certify that: 1. I have reviewed this report on Form 10-K of Cooper Industries, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 8, 2004 /s/ H. John Riley, Jr. -------------------------H. John Riley, Jr. Chairman, President and Chief Executive Officer

Exhibit 31.2 I, Terry A. Klebe, certify that: 1. I have reviewed this report on Form 10-K of Cooper Industries, Ltd.;

Exhibit 31.2 I, Terry A. Klebe, certify that: 1. I have reviewed this report on Form 10-K of Cooper Industries, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 8, 2004 /s/ Terry A. Klebe --------------------------Terry A. Klebe Senior Vice President and Chief Financial Officer

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cooper Industries, Ltd. (the "Company") on Form 10-K for the period

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cooper Industries, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, H. John Riley, Jr., Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ H. John Riley, Jr. ---------------------H. John Riley, Jr. Chairman, President and Chief Executive Officer March 8, 2004

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cooper Industries, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Terry A. Klebe, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Terry A. Klebe -----------------Terry A. Klebe Senior Vice President and Chief Financial Officer March 8, 2004

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cooper Industries, Ltd. (the "Company") on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Terry A. Klebe, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Terry A. Klebe -----------------Terry A. Klebe Senior Vice President and Chief Financial Officer March 8, 2004


				
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