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                                                                    EXHIBIT 10.4

                                 FIRST AMENDMENT
                                       TO
                             COOPER INDUSTRIES, INC.
                    EXECUTIVE RESTRICTED STOCK INCENTIVE PLAN

         WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Executive Restricted Stock
Incentive Plan (hereinafter referred to as the "Plan"); and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan is hereby amended, effective as of August 30,
2001, as follows:

         1.       The last sentence of Section 4 is hereby deleted in its
                  entirety.

         2.       The fourth sentence of Section 7 is hereby deleted in its
                  entirety.

         3.       The last sentence of Section 12 is hereby deleted in its
                  entirety.

         4.       Section 14 of the Plan is hereby amended in its entirety to
                  read as follows:

                  14.      Amendment or Termination of the Plan

                  (a)      The Board of Directors of the Company may amend,
         modify, suspend or terminate (individually or in the aggregate, a
         "Change") this Plan for any purpose except that: (i) the Board of
         Directors may not, without the approval of the shareholders of the
         Company, (a) make any Change which would materially increase the
         benefits accruing to participants under the Plan, (b) increase the
         aggregate number of shares which may be issued under the Plan (other
         than an increase reflecting a Change in Capitalization of the Company),
         (c) change the class of employees eligible to receive Stock under the
         Plan or (d) extend the term of the Plan; and (ii) following a Change in
         Control, the terms and conditions of deferrals under the Plan may not
         be changed to the detriment of any Participant without such
         Participant's written consent.

                  (b)      For purposes of this 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:

                           (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

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                  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 (3) below; or

                           (2) the following individuals cease for any reason to
                  constitute a majority of the number of directors then serving:
                  individuals who, on August 30, 2001, constitute the Board and
                  any new director (other than a director whose initial
                  assumption of office is in connection with an actual or
                  threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the Company) whose appointment or election by the Board or
                  nomination for election by the Company's shareholders was
                  approved or recommended by a vote of at least two-thirds (2/3)
                  of the directors then still in office who either were
                  directors on August 30, 2001 or whose appointment, election or
                  nomination for election was previously so approved or
                  recommended; or

                           (3) there is consummated a merger or consolidation of
                  the Company or any direct or indirect subsidiary of the
                  Company with any other corporation, other than (i) a merger or
                  consolidation which results in the directors of the Company
                  immediately prior to such merger or consolidation continuing
                  to constitute at least a majority of the board of directors of
                  the Company, the surviving entity or any parent thereof, or
                  (ii) a merger or consolidation effected to implement a
                  recapitalization of the Company (or similar transaction) in
                  which no 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; or

                           (4) the shareholders of the Company approve a plan of
                  complete liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition by the
                  Company of all or substantially all of the Company's assets,
                  other than a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 60% of the combined voting power of the voting
                  securities of which are owned by shareholders of the Company
                  in substantially the same proportions as their ownership of
                  the Company immediately prior to such sale.

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                  (c)      For purposes of paragraph (b) above, "Affiliate"
         shall have the meaning set forth in Rule 12b-2 promulgated under
         Section 12 of the Exchange Act; "Beneficial Owner" shall have the
         meaning set forth in Rule 13d-3 under the Exchange Act; and "Person"
         shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
         modified and used in Sections 13(d) and 14(d) thereof, except that such
         term shall not include (i) the Company or any of its subsidiaries, (ii)
         a trustee or other fiduciary holding securities under an employee
         benefit plan of the Company or any of its Subsidiaries, (iii) an
         underwriter temporarily holding securities pursuant to an offering of
         such securities, (iv) a corporation owned, directly or indirectly, by
         the shareholders of the Company in substantially the same proportions
         as their ownership of stock of the Company or (v) any individual,
         entity or group whose ownership of securities of the Company is
         reported on Schedule 13G pursuant to Rule 13d-1 promulgated under the
         Exchange Act (but only for so long as such ownership is so reported).

         5.       The Plan is hereby amended to add a Section 16 at the end
                  thereof as follows:

                  16.      Treatment of Employee Accounts Following
                           Change in Control.

                           (i)      Deferral. In connection with a Change in
         Control, the Committee may permit Participants to change a prior
         deferral election with respect to amounts deferred pursuant to Article
         15 of the Plan, under such administrative policies as the Committee may
         establish under the Plan, which policies shall not be inconsistent with
         the provisions of Article 15 of the Plan. Shares held in Employee
         Accounts under the Plan shall, following such Change in Control, be
         denominated in (a) such form of consideration as the Participant would
         have received had the Participant been the owner of record of such
         Shares at the time of such Change in Control, in the case of a Change
         in Control With Consideration and (b) Shares, in the case of a Change
         in Control Without Consideration. Cash held in Employee Accounts under
         the Plan shall, following such Change in Control, be denominated in
         cash.

                           (ii)     Definitions. "Change in Control With
         Consideration" shall mean a Change in Control in which Shares are
         exchanged or surrendered for shares, cash or other property. "Change in
         Control Without Consideration" shall mean a Change in Control pursuant
         to which Shares are not exchanged or surrendered for shares, cash or
         other property.

                           (iii)    Payment. In the absence of a timely
         redeferral election by a Participant, the Company shall, within 10 days
         after the occurrence of a Change in Control, (a) issue, or cause to be
         issued, for any Shares credited to Employee Accounts, (1) such form of
         consideration as the Participant would have received had the
         Participant been the owner of record of such Shares at the time of such
         Change in Control, in the case of a Change in Control With
         Consideration and (2) Shares, in the case of a Change in Control
         Without Consideration and (b) make,

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         or cause to be made, a cash lump sum payment to the Participant for any
         accrued interest and dividend equivalents.

         6.       The Plan is hereby amended to add a Section 17 at the end
                  thereof as follows:

                  17.      Change in Capitalization

                  In the event of any Change in Capitalization, an equitable
         substitution or proportionate adjustment may be made in the aggregate
         number and/or kind of shares or other property reserved for issuance
         under the Plan, as may be determined by the Committee in its sole
         discretion. Such other equitable substitutions or adjustments may be
         made as determined by the Committee in its sole discretion. "Change in
         Capitalization" means any increase, reduction, change or exchange of
         shares of Stock for a different number or kind of shares or other
         securities or property by reason of a reclassification,
         recapitalization, merger, consolidation, reorganization, issuance of
         warrants or rights, stock dividend, stock split or reverse stock split,
         combination or exchange of shares, repurchase of shares, change in
         corporate structure or otherwise; or any other corporate action, such
         as declaration of a special dividend, that affects the capitalization
         of the Company.

Executed this 30th day of August, 2001.

                                                COOPER INDUSTRIES, INC.

                                                By /s/ David R. Sheil
                                                   -----------------------------
                                                Title: Senior Vice President,
                                                Human Resources

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