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                                                                   EXHIBIT 10.13

                                 FIRST AMENDMENT
                                       TO
                             COOPER INDUSTRIES, INC.
                              AMENDED AND RESTATED
                              STOCK INCENTIVE PLAN
                         (February 14, 2001 Restatement)

         WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Amended and Restated 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.       Subparagraph (3) (i) of Section 2.4 of the Plan is hereby
amended in its entirety to read as follows:

                  (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,

         2.       The paragraph following subparagraph (4) of Section 2.4 of the
Plan is hereby deleted.

         3.       The final paragraph of Section 2.4 of the Plan is hereby
amended in its entirety to read as follows:

                  For purposes of this Section 2.4, "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

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         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).

         4.       Section 14.2 of the Plan is hereby amended in its entirety to
read as follows:

                  14.2.    In the event of any Change in Capitalization, an
         equitable substitution or proportionate adjustment may be made in (i)
         the aggregate number and/or kind of Shares or other property reserved
         for issuance under the Plan and (ii) the number, kind and/or exercise
         price of Shares or other property subject to outstanding Awards granted
         under the Plan, including but not limited to, the substitution of new
         options for previously issued Stock Options, in each case as may be
         determined by the Committee in its sole discretion. Such other
         equitable substitutions or adjustments may be made determined by the
         Committee in its sole discretion. "Change in Capitalization" means any
         increase, reduction, change or exchange of Shares 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.

         5.       Section 18.1 of the Plan is hereby amended in its entirety to
read as follows:

                  18.1     Vesting and Deferral.

                           (i)      Vesting. Immediately upon a Change in
         Control, all outstanding Awards shall vest automatically, all
         forfeiture restrictions shall lapse and all Performance Share Awards
         shall be deemed earned at the commendable Performance Goal level.

                           (ii)     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
         XI 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 XI of the Plan. Accounts denominated in cash
         immediately prior to a Change in Control shall continue to be
         denominated in cash following a Change in Control. Accounts denominated
         in Shares immediately prior to a Change in Control 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

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         Control With Consideration and (b) Shares, in the case of a Change in
         Control Without Consideration.

                  (iii)    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.

         6.       Section 18.2 of the Plan is hereby amended in its entirety to
read as follows:

                  18.2     Payment and Rollover.

                           (i)      Payment of Deferral Accounts. In the absence
         of a timely deferral election (or redeferral election, as the case may
         be) 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 a Participant's deferral account, (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, or cause to be made, a cash lump
         sum payment to the Participant for any deferred cash Awards and any
         accrued interest and Dividend Equivalents.

                           (ii)     Payment of Restricted Stock Awards and
         Performance Share Awards. With respect to outstanding Restricted Stock
         Awards and Performance Share Awards deemed earned pursuant to Section
         18.1 of the Plan, the Company shall, within 10 days after the
         occurrence of a Change in Control, (a) issue or cause to be issued, for
         any Shares covered by such Awards, (i) 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 (ii) Shares, in the
         case of a Change in Control Without Consideration and (b) with respect
         to outstanding Performance Share Awards, make, or cause to be made, a
         lump sum cash payment to the Participant for any accrued interest and
         Dividend Equivalents.

                           (iii)    Stock Option Rollover or Cash-Out. With
         respect to outstanding Stock Options which have vested pursuant to
         Section 18.1 of the Plan, unless the Committee has determined to make
         an equitable adjustment or substitution of such Stock Options pursuant
         to Section 14.2 of the Plan as a result of the Change in Control, upon
         a Change in Control the Company shall cancel such Stock Options and,
         within 10 days thereafter, the Company shall make or cause to be made a
         cash payment to each holder thereof in an amount equal to the

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         excess, if any, of the Change in Control Price over the option exercise
         price, multiplied by the number of Shares subject to such Stock Option.

         7.       Section 19 of the Plan is hereby amended in its entirety to
read as follows:

                    XIX. AMENDMENT, MODIFICATION, SUSPENSION
                                 OR TERMINATION

                  The Board may amend, modify, suspend or terminate
         (individually or in the aggregate, a "Change") this Plan for any
         purpose except that: (i) no Change that would impair the rights of any
         Participant under any Award previously granted to such Participant
         shall be made without such Participant's consent, (ii) no Change shall
         be effective prior to approval by the Company's shareholders to the
         extent such approval is required: (a) pursuant to Rule 16b-3 in order
         to preserve the applicability of any exemption provided by such rule to
         any Award then outstanding (unless the holder of such Award consents);
         (b) pursuant to Section 162(m) of the Code; or (c) otherwise required
         by applicable legal requirements and (iii) 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.

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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