AMENDED AND RESTATED
COOPER INDUSTRIES, LTD.
DIRECTORS’ STOCK PLAN
(As Amended and Restated as of November 4, 2008)
(Amendments in connection with Section 409A of the Code Effective January 1, 2005)
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, or restricted stock units exchangeable for 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 800,000 shares in
the aggregate (adjusted to reflect the two-for-one stock split completed in March 2007) previously
approved by the shareholders of the Company, subject to adjustment pursuant to Section 10. 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 restricted stock units that do not vest shall again be available for exchange of restricted stock units.
1. Purpose and Authorized Shares .
2. Definitions . As used in the Plan:
2.1 “Affiliate” shall mean all employers, present and future, with whom the Company is considered a single
employer under Sections 414(b) and 414(c) of the Code.
2.2 “Board” means the Board of Directors of the Company
2.3 “Change in Control” shall mean a change in the ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company, within the meaning of section 409A of
2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.
2.5 “Common Stock” means the Class A common shar