COOPER INDUSTRIES, LTD.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
(As Amended and Restated for Non-Deferral Terms as of February 12, 2008)
(As Amended and Restated in connection with Section 409A as of January 1, 2005)
I. Purpose of the Plan
The Cooper Industries Stock Incentive Plan is intended to provide Cooper US, Inc. (the “Company”) and its
affiliates a means by which such companies can engender and sustain a sense of proprietorship and personal
commitment on the part of the executives, managers and other key employees in the continued growth,
development and financial success of the publicly-traded parent, Cooper Industries, Ltd. (“CBE”) and encourage
them to remain with and devote their best efforts to the business of the Company and its affiliates, thereby
advancing the interests of the Company, its affiliates and CBE shareholders. Accordingly, the Company may
award to certain employees shares of the Common Stock of CBE, on the terms and conditions established
This amended and restated Stock Incentive Plan, Post-2004 Part, applies only to Awards that were not
vested as of December 31, 2004, and is intended to comply with Section 409A of the Code and the regulations
thereunder. All provisions of the Plan shall be construed in a manner consistent with such intention. All Awards
(or portions thereof) that were vested on or prior to December 31, 2004 shall be governed by the Cooper
Industries Amended and Restated Stock Incentive Plan, as amended and restated February 9, 2005.
2.1 “Affiliate” shall mean any employer, present and future, with which the Company is considered a single
employer under Sections 414(b) and 414(c) of the Code.
2.2 “Award” means any form of Stock Option, Restricted Stock or Performance Share granted under the
Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions,
restrictions and limitations, if any, as the Committee may establish by the A