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
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 dir