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                                                                   EXHIBIT 10.10


                                 THIRD AMENDMENT
                                       TO
                             COOPER INDUSTRIES, INC.
                 MANAGEMENT INCENTIVE COMPENSATION DEFERRAL PLAN

         WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Management Incentive
Compensation Deferral Plan, as amended (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.       Section 5(f) is hereby amended in its entirety to read as
follows:

                  (f)      Change in Control

                           (1)      Deferral. In connection with a Change in
                  Control (as defined in Section 9 of the Plan), the Committee
                  may permit Participants to change a prior deferral election
                  with respect to amounts deferred pursuant to the Plan, under
                  such administrative policies as the Committee may establish
                  under the Plan, which policies shall not be inconsistent with
                  the provisions of the Plan.

                           (2)      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,
                  make, or cause to be made, a lump sum cash payment to the
                  Participant with respect to all remaining Deferred
                  Compensation then credited to such Participant's Plan Account.

                           (3)      Definitions. 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:

                           (i) 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 (3)
                  below; or

                           (ii) the following individuals cease for any reason
                  to constitute a majority of the number of directors then
                  serving:

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                  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

                           (iii) 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

                           (iv) 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.

                  For purposes of this paragraph (3) "Affiliate" shall have the
                  meaning set forth in Rule 12b-2 promulgated under Section 12
                  of the Exchange Act; "Exchange Act" shall mean the Securities
                  Exchange Act of 1934, as amended from time to time;
                  "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

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                  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).

         2.       Section 9 of the Plan is hereby amended in its entirety to
read as follows:

                  9.       Effective Date, Amendment and Termination of the Plan

                           The Plan shall be effective as of January 1, 1980.
         The Committee or 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) neither the
         Committee nor the Board of Directors of the Company shall make any
         Change which would impair the rights of a Participant with respect to
         Deferred Compensation theretofore credited to that Participant's Plan
         Account; and (ii) following a Change in Control (as hereinafter
         defined), 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. If not sooner terminated under the
         provisions of this Section 9, the Plan shall terminate as of the date
         on which all Deferred Compensation theretofore credited to Plan
         Accounts has been paid.

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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                                FOURTH AMENDMENT
                         TO THE COOPER INDUSTRIES, INC.
                 MANAGEMENT INCENTIVE COMPENSATION DEFERRAL PLAN

         WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Management Incentive
Compensation Deferral Plan, as amended (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 November 3,
2003, as follows:

         1.       The first sentence of Section 3(d) is hereby amended to read
as follows:

                  "Subject to Paragraph 5(j), payment of the Deferred
                  Compensation for an Award Year shall be made or shall commence
                  on March 1 of the calendar year next following the Award Year
                  (the "Designated Date") or on an anniversary of the Designated
                  Date (the Designated Date and any anniversary thereof is
                  sometimes referred to as a "Designated Date Anniversary")."

         2.       Section 5(h) of the Plan is hereby amended to read as follows:

                  "(h)     No Forfeiture of Deferred Compensation. Subject to
                  Paragraph 5(j), Deferred Compensation credited to a
                  Participant's Plan Account shall, in all cases, be
                  nonforfeitable."

         3.       Section 5(j) of the Plan shall be added as follows:

                  "(j)     Early Distribution. A Participant may at any time
                  request early distribution of all of the Participant's Plan
                  Account by writing to the Company.

                           (1)      Distribution Amount. Early distribution is
                  available only with respect to a Participant's entire Plan
                  Account balance, and not with respect to any fraction thereof.
                  The amount of such distribution (the "Distribution Amount")
                  shall be equal to 90% of the Participant's Plan Account
                  balance on the date of the request, including interest accrued
                  from the most recent Designated Date Anniversary to the last
                  day of the month preceding the request. Such interest shall be
                  calculated at an interest rate equal to the average quarterly
                  J. P. Morgan Chase prime rate for the four (4) quarters
                  preceding the request.

                           (2)      Procedure. The procedure for early
                  distribution is as follows:

                           (i) The Participant submits to the Committee's
                  designated representative a written request for early
                  distribution in which the Participant acknowledges and

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                  agrees that as a result of such early distribution request the
                  Participant forfeits 10% of such Participant's Plan Account
                  balance on the date of such request.

                           (ii) Upon receipt of such request, the Committee's
                  designated representative will within ten (10) business days
                  notify the Participant in writing of the Distribution Amount
                  and the amount forfeited by the Participant as a result of the
                  early distribution, and instruct the Participant to submit a
                  final written request for the Distribution Amount.

                           (iii) The early distribution of the Distribution
                  Amount, less any applicable taxes, shall be made within ten
                  (10) days of receipt of such final request by the Committee's
                  designated representative"

Executed this 3rd day of November, 2003.

                                    COOPER INDUSTRIES, INC.

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

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