AMENDED AND RESTATED
COOPER INDUSTRIES, LTD.
DIRECTORS' STOCK PLAN
(AS AMENDED AND RESTATED APRIL 29, 2003)
1. Purpose and Authorized Shares.
1.1 The purpose of this Directors' Stock Plan (the "Plan") is to align more closely the interests of the
nonemployee Directors of Cooper Industries, Ltd. (the "Company") with the interests of the Company's
shareholders and to attract, motivate and retain experienced and knowledgeable Directors. Accordingly, the
Company will distribute shares, restricted stock units exchangeable for shares, or options to purchase shares, of
Common Stock of the Company to nonemployee Directors on the terms and conditions set forth in this Plan.
1.2 The total number of shares of Common Stock available for issuance under this Plan is 200,000, subject to
adjustment pursuant to
Section 12. Shares available for issuance under this Plan may be authorized and unissued shares or shares held
by any of the Company's subsidiaries, as the Company may determine from time to time. Any shares that have
been subject to an option which for any reason expires or is terminated unexercised, and any shares that have
been subject to restricted stock units that do not vest, shall again be available for grants of options or for
exchange of restricted stock units.
2. Definitions. As used in the Plan:
2.1 "Board" means the Board of Directors of the Company.
2.2 For all purposes of the Plan, a "Change in Control" shall have occurred if any of the following events shall
(a) 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 (c) below; or
(b) the following i