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.
    
    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 Company2.3
    
    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 the Code.2.4
    
    Code shall mean the Internal Revenue Code of 1986, as amended.2.5
    
    Common Stock means the Class A common shares, par value $0.01 a share, of the
Company.2.6
    
    Deferral Election shall have the meaning set forth in Section 5 hereof.2.7
    
    Deferred Shares shall have the meaning set forth in Section 5 hereof.2.8
    
    Deferred Share Account shall have the meaning set forth in Section 5 hereof.2.9
    
    Dividend Equivalents shall have the meaning set forth in Section 7 hereof.
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2.10
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time.2.11
    
    Fair Market Value of a share of Common Stock, as of any date, means the
closing sales price of a share of Common Stock as reported on the Stock Exchange on the
applicable date, provided that if no sales of Common Stock were made on the
Stock Exchange on that date, the closing sales price as reported on the Stock Exchange
for the preceding day on which sales of Common Stock were made, and provided
further that, in the event of a Change in Control, Fair Market Value shall not be
less than the highest price per share actually paid for the Common Stock in connection
with the Change in Control of the Company.2.12
    
    Grant Date shall mean the day on which the Annual Meeting of Shareholders
commences.2.13
    
    Participant means a member of the Board who is not an officer or employee of
the Company or any of its Affiliates.2.14
    
    Restricted Stock Award shall have the meaning set forth in Section 4 hereof.2.15
    
    Restricted Stock Unit shall have the meaning set forth in Section 6 hereof.2.16
    
    Section 409A shall mean Section 409A of the Code and the regulations and
rulings promulgated thereunder.2.17
    
    Separation from Service shall mean a Participants termination of service as
a director, and the termination of all employment (if any) of a Participant with the
Company and all Affiliates for any reason other than death. Whether a Participant has
incurred a Separation from Service shall be determined in accordance with Section 409A.2.18
    
    Stock Award shall have the meaning set forth in Section 4 hereof.2.19
    
    Stock Exchange means the New York Stock Exchange, Inc. (NYSE) or, if the
Common Stock is no longer included on the NYSE, then such other market price reporting
system on which the Common Stock is traded or quoted.
 3.
    
    Administration.
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4.
    
    Award of Stock and Restricted Stock Units. Each Participant shall receive annually
on the Grant Date an award of Common Stock (a Stock Award) and Restricted Stock Units (a
Restricted Stock Award) with an aggregate Fair Market Value of $175,000, delivered in the
following proportion: the number of shares of Common Stock representing the Stock Award shall
have a Fair Market Value of $58,333 and the number of shares representing the Restricted Stock
Award shall have a Fair Market Value of $116,667. If the Stock Award is not subject to a
Deferral Election, cash shall be distributed to the Participant in lieu of fractional shares.
The Stock Award and Restricted Stock Award are for services to be provided by the Participant
as a Director from the Grant Date until the next Annual Meeting of the Shareholders. Any
Participant who is newly elected or appointed to the Board after the Grant Date shall receive,
on the first business day of the first quarter following his or her election or appointment as
a director, a pro rata award for the year he or she is elected or appointed. For example, if
the Company has five regular Board meetings during the year, the pro rata award to a newly
elected or appointed Participant would be as follows:
      5.
    
    Deferral Election.
 st
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provided that
   provided that
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6.
    
    Restricted Stock Units.
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st
 7.
    
    Dividend Equivalents. Deferred Shares and Restricted Stock Units shall be credited
with an amount equal to the dividends that would have been paid on an equal number of
outstanding shares of Common Stock (Dividend Equivalents). Dividend Equivalents shall be
credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred
Shares and Restricted Stock Units credited to such Participant prior to the record date of the
dividend. When credited, Dividend Equivalents shall be converted into an additional number of
Deferred Shares or Restricted Stock Units, as applicable, as of the payment date of the
dividend, based on the Fair Market Value on such payment date. Such Deferred Shares or
Restricted Stock Units shall thereafter be treated in the same manner as any other Deferred
Shares or Restricted Stock Units, respectively, under the Plan.8.
    
    Rights as a Shareholder. Except as otherwise expressly provided herein with respect
to Dividend Equivalents, a Participant shall have no rights as a shareholder of the Company
with respect to any Deferred Shares or Restricted Stock Units until he or she becomes the
holder of record of such shares.9.
    
    Vesting. A Participant shall be 100% vested in his or her Deferred Share Account at
all times. A Participant shall be vested in his or her Restricted Stock Units as provided in
Section 6.1 hereof.10.
    
    Award of Stock Options. The Board may also approve granting Participants awards in
the form of a nonqualified option to purchase shares of Common Stock upon the terms and
conditions set forth in this Plan.11.
    
    Terms and Conditions of Options.
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12.
    
    Changes in Common Stock. In the event of any change in the number of outstanding
 shares by reason of any stock dividend, stock split, recapitalization, merger, consolidation,
exchange of shares or other similar corporate change, the following shall be adjusted
appropriately to reflect such change: (i) the number of shares available for issuance under
the Plan; (ii) the number of shares credited to a Deferred Share Account pursuant to Section
5; and (iii) the number of Restricted Stock Units credited to a Participants account pursuant
to Section 6.13.
    
    Change in Control. In the event of a Change in Control, all outstanding options
shall vest automatically, all outstanding options shall be canceled, and the Company shall
make a payment in cash to each Participant with an outstanding option, within 10 days after
the effective date of the Change in Control, in an amount equal to the excess of the Fair
Market Value over the option exercise price times the number of shares subject to the
outstanding options. Upon a Change in Control, all Deferred Shares, to the extent credited
prior to the Change in Control, shall be issued immediately or, if the Common Stock is no
longer trading on the Stock Exchange, shall be paid immediately in cash. Upon a Change in
Control, all Restricted Stock Units shall be converted into unrestricted shares of Common
Stock and issued immediately or, if the Common Stock is no longer trading on the Stock
Exchange, shall be paid immediately in cash. For purposes of this Section 11, the cash
equivalent value of a Deferred Share or a Restricted Stock Unit shall be the Fair Market
Value.14.
    
    Amendment and Termination. The Board may, from time to time, amend or terminate the
Plan; provided, however, that (i) no amendment or termination shall adversely affect the
rights of any Participant without his or her consent with respect to outstanding options,
Stock Awards, or Restricted Stock Awards, (ii) no amendment or termination shall, without the
Participants consent, permit a distribution of shares or cash under this Plan in a manner
that is inconsistent with the requirements of Section 409A, and (iii) no amendment shall be
effective prior to approval by the Companys shareholders to the extent such approval is then
required pursuant to applicable stock exchange rules or SEC regulations, including Rule 16b-3
under the Exchange Act in order to preserve the exemptions provided by Rule 16b-3. In
addition, the provisions of this Plan that determine
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the amount, price, or timing of awards
shall not be amended more than once every six months (other than as may be necessary to
conform to any applicable changes in the Internal Revenue Code of 1986, as amended or the
rules thereunder), unless such amendment is consistent with Rule 16b-3.15.
    
    Effective Date. This Plan shall continue in effect until April 30, 2016. After
termination of the Plan, no future awards may be granted but previously outstanding awards
shall remain outstanding in accordance with their applicable terms and conditions and the
terms and conditions of the Plan.16.
    
    Withholding.  To the extent required by applicable federal, state, local, or foreign
law, a Participant shall make arrangements satisfactory to the Company for the payment of any
withholding tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Stock under the Plan until such obligations are satisfied. A
Participant may satisfy any such withholding obligation by (i) having the Company retain the
number of shares of Common Stock or (ii) tendering the number of shares of Common Stock, in
either case, whose Fair Market Value equals the amount required to be withheld.17.
    
    Interpretation. It is the intent of the Company that this Plan satisfy and be
interpreted in a manner that satisfies the applicable requirements of (i) Section 409A and
(ii) Rule 16b-3 under the Exchange Act so that Participants will be entitled to the benefits
of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be
subjected to avoidable liability thereunder. Any contrary interpretation shall be avoided.Notwithstanding any other provision of the Plan, although the Board and any designee of the
Board shall use their best efforts to avoid the imposition of taxation, penalties, and
interest under Section 409A, the tax treatment of Participant deferrals under the Plan shall
not be, and is not, warranted or guaranteed. If the Plan fails to meet the requirements of
Section 409A with respect to a Participant, the Company shall distribute the amount required
to be included in such Participants gross income as a result of such failure. Neither the
Company, the Board, nor any of their designees shall be held liable for any taxes,
penalties, or other monetary amounts owed by a Participant, Beneficiary, or other person as
a result of any deferral or payment under the Plan.18.
    
    Government and Other Regulations. The obligations of the Company to deliver shares
under the Plan shall be subject to all applicable laws, rules and regulations and such
approvals by any government agency as may be required, including, without limitation,
compliance with the Securities Act of 1933, as amended.19.
    
    No Right to Continue as a Director. Nothing contained in this Plan shall be deemed
to confer upon any Participant any right to continue as a director of the Company.20.
    
    Governing Law. To the extent that Federal laws do not otherwise control, the Plan
and all determinations made and actions taken pursuant thereto, shall be governed by the laws
of the State of Texas.
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