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
   II. Definitions




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further provided that
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III. Administration
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
    
    the Committee shall not permit the repricing of Stock Options by any method,
including by cancellation and reissuance, and
    
    the Committee may only accelerate the vesting or exercisability of an Award: (i)
upon termination of employment by a Participant subject to the limitations set
forth in Section XII or (ii) upon the death, disability or retirement of a
Participant or a Change in Control.
 IV. Eligibility
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V. Shares Subject to the Plan
    
    
    Stock Options  a total of 3,000,000 Shares in a continuous five (5) year
period.
    
    Restricted Stock and Performance Shares  the greater of 250,000 Shares per
calendar year or a total of 1,000,000 Shares in a continuous four (4) year period.
  VI. Awards
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VII. Stock Options
 Grants
 Terms and Conditions of Options.
 Restrictions Relating to Incentive Stock Options.
 Payment.
 Additional Terms and Conditions.
 VIII. Restricted Stock Awards
 Grants.
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Award Restrictions.
 Rights as Shareholders.
 Evidence of Award.
 IX. Performance Share Awards
 Grants.
 Performance Shares.
 Performance Criteria.
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Adjustments.
 Additional Terms and Conditions
 X. Dividends
  XI. Deferrals and Settlements of Performance Shares
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XII. Termination of Employment
  
    
    accelerate the vesting or exercisability of an Award, provided the aggregate
number of Shares relating to such accelerated Awards does not exceed 350,000
Shares plus 5% of any additional Shares authorized under the Plan after the date
of the 2008 Annual Shareholders Meeting,
    
    eliminate or make less restrictive any restrictions contained in an Award, or
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
    
    waive any restriction or other provision of this Plan or an Award or otherwise
amend or modify the Award in any manner that is either: (i) not adverse to such
Participant; or (ii) consented to by such Participant.
  XIII. Transferability and Exercisability
  XIV. Adjustments
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XV. Withholding Taxes
  XVI. Regulatory Approvals and Listings
  XVII. No Right to Continued Employment or Grants
  XVIII. Change in Control
 Vesting and Deferral
 Vesting
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Deferral
 Definitions.
 Payment and Rollover
 Payment of Deferral Accounts Relating to Performance Share Awards
 Payment of Restricted Stock Awards
 Stock Option Rollover or Cash-Out
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provided, however provided further
  XIX. Amendment, Modification, Suspension
or Termination
  XX. Governing Law
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XXI. Rights as Shareholder
  XXII. Other Benefit and Compensation Programs
  XXIII. Unfunded Plan
  XXIV. Use of Proceeds
  XXV. Successors and Assigns
  XXVI. Effective Date
  XXVII. Interpretation
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