COOPER INDUSTRIES, INC.
MANAGEMENT INCENTIVE COMPENSATION
1. Purposes of the Plan
The Cooper Industries, Inc. Management Incentive Compensation Deferral Plan (the "Plan") is intended to
provide a method for attracting and retaining key employees of Cooper Industries, Inc., an Ohio corporation (the
"Company") and its subsidiaries, and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its shareholders.
2. Administration of the Plan
The Plan shall be administered by a committee (the "Committee") of not less than three directors of the Company
who shall be appointed by and serve at the pleasure of the Board of Directors of the Company. Members of the
Committee shall not be eligible, and shall not have been eligible at any time within one year prior to their
appointment to the Committee, to participate in the Plan or in any other deferred compensation plan of the
Company or any of its affiliates. The Committee shall have sole authority from time to time to select the
employees eligible to participate in the Plan from among those within the eligible class described in Subparagraph
3(a). The Committee is authorized to interpret the Plan and may from time to time adopt such rules and
regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All
decisions made by the Committee shall be final. All expenses incurred in connection with the administration of the
Plan shall be borne by the Company.
3. Participation in the Plan
(a) Eligible Class. All employees of the Company and its subsidiaries who are eligible to earn an "Incentive
Award" during a calendar year shall be within the class of employees eligible to participate in the Plan with
respect to that Incentive Award. "Incentive Award" shall mean compensation or bonus earned by a key
employee (including officers and directors who are also key employees) during and awarded