MANAGEMENT INCENTIVE COMPENSATION
(Effective January 1, 2005)
In order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury regulations and rulings thereunder (collectively, “Section 409A”) and to facilitate
administration of deferrals under Section 409A, the Cooper Industries Management Incentive Compensation
Deferral Plan has been bifurcated into pre-409A and post-2004 parts.
The terms of the Cooper Industries Management Incentive Compensation Deferral Plan as in effect on
October 3, 2004 (“Pre-409A Part”), have been frozen and shall not be modified except as permitted under
Section 409A so as to preserve the grandfathered status of deferrals and related earnings thereunder. Deferrals
retained under the Pre-409A Part are those employee deferrals that were earned and vested as of December 31,
2004, and income attributable to such grandfathered deferrals.
The terms of the Cooper Industries Management Incentive Compensation Deferral Plan, as amended and
restated effective January 1, 2005, for compliance with Section 409A shall constitute the “Post-2004 Part.”
Deferrals that were earned or vested after December 31, 2004, including those for Award Years 2004, 2005,
2006, and 2007, although technically made under the Pre-409A Part, were made and administered in good faith
in accordance with the requirements of Section 409A. Such non-grandfathered deferrals and related earnings
have been transferred to, and have become part of, Accounts under the Post-2004 Part. Deferrals of Participants
for Award Year 2008 and later Award Years shall be made under the Post-2004 Part.
The Pre-409A Part and the Post-2004 Part shall together constitute the Cooper Industries Management
Incentive Compensation Deferral Plan (“Plan”).
Purposes of the Plan
The Plan is intended to provide a method for attracting and retaining key employe