exv4w1



 





EXHIBIT 4.1




 





COOPER INDUSTRIES, LTD.




and




COMPUTERSHARE TRUST COMPANY, N.A.




Rights Agent




 





Amended and Restated Rights Agreement

Dated as of August 3, 2007




 





 









 








Table of Contents




	 	 	 	 	 	 	 
	Section	 	 	Page	 
	 
	 	 	 	 	 	 
	1.

	 	Certain Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	2.

	 	Appointment of Rights Agent
	 	 	4	 
	 
	 	 	 	 	 	 
	3.

	 	Issue of Rights Certificates
	 	 	5	 
	 
	 	 	 	 	 	 
	4.

	 	Form of Rights Certificates
	 	 	6	 
	 
	 	 	 	 	 	 
	5.

	 	Countersignature and Registration
	 	 	7	 
	 
	 	 	 	 	 	 
	6.

	 	Transfer, Split Up, Combination and
Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates
	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	Exercise of Rights; Purchase Price; Expiration Date of Rights
	 	 	8	 
	 
	 	 	 	 	 	 
	8.

	 	Cancellation and Destruction of Rights Certificates
	 	 	10	 
	 
	 	 	 	 	 	 
	9.

	 	Reservation and Availability of Capital Stock
	 	 	10	 
	 
	 	 	 	 	 	 
	10.

	 	Preferred Shares Record Date
	 	 	12	 
	 
	 	 	 	 	 	 
	11.

	 	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights
	 	 	12	 
	 
	 	 	 	 	 	 
	12.

	 	Certificate of Adjusted Purchase Price or Number of Shares
	 	 	19	 
	 
	 	 	 	 	 	 
	13.

	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power
	 	 	20	 
	 
	 	 	 	 	 	 
	14.

	 	Fractional Rights and Fractional Shares
	 	 	22	 
	 
	 	 	 	 	 	 
	15.

	 	Rights of Action
	 	 	23	 
	 
	 	 	 	 	 	 
	16.

	 	Agreement of Rights Holders
	 	 	23	 
	 
	 	 	 	 	 	 
	17.

	 	Rights Certificate Holder Not Deemed a Shareholder
	 	 	24	 
	 
	 	 	 	 	 	 
	18.

	 	Concerning the Rights Agent
	 	 	24	 
	 
	 	 	 	 	 	 
	19.

	 	Merger or Consolidation or Change of Name of Rights Agent
	 	 	25	 
	 
	 	 	 	 	 	 
	20.

	 	Duties of Rights Agent
	 	 	25	 
	 
	 	 	 	 	 	 
	21.

	 	Change of Rights Agent
	 	 	27	 






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Table of Contents (Continued)




	 	 	 	 	 	 	 
	Section	 	 	Page	 
	 
	 	 	 	 	 	 
	22.

	 	Issuance of New Rights Certificates
	 	 	28	 
	 
	 	 	 	 	 	 
	23.

	 	Redemption and Termination
	 	 	28	 
	 
	 	 	 	 	 	 
	24.

	 	Exchange
	 	 	29	 
	 
	 	 	 	 	 	 
	25.

	 	Notice of Certain Events
	 	 	30	 
	 
	 	 	 	 	 	 
	26.

	 	Notices
	 	 	30	 
	 
	 	 	 	 	 	 
	27.

	 	Supplements and Amendments
	 	 	31	 
	 
	 	 	 	 	 	 
	28.

	 	Successors
	 	 	32	 
	 
	 	 	 	 	 	 
	29.

	 	Determinations and Actions by the Board of Directors, etc
	 	 	32	 
	 
	 	 	 	 	 	 
	30.

	 	Benefits of this Agreement
	 	 	33	 
	 
	 	 	 	 	 	 
	31.

	 	Severability
	 	 	33	 
	 
	 	 	 	 	 	 
	32.

	 	Governing Law
	 	 	33	 
	 
	 	 	 	 	 	 
	33.

	 	Counterparts
	 	 	33	 
	 
	 	 	 	 	 	 
	34.

	 	Descriptive Headings
	 	 	33	 
	 
	 	 	 	 	 	 
	35.

	 	Force Majeure
	 	 	33	 
	 
	 	 	 	 	 	 
	 

	 	Exhibit A — Certificate of Designation, Preferences and Rights of Series
A Participating Preferred Shares
	 	 	A-1	 
	 
	 	 	 	 	 	 
	 

	 	Exhibit B — Form of Rights Certificate
	 	 	B-1	 






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AMENDED AND RESTATED RIGHTS AGREEMENT




     AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), dated as of August 3, 2007, amending
and restating the Rights Agreement, dated May 16, 2002 (the “Old Agreement”), between Cooper
Industries, Ltd., a Bermuda company (the “Company”), and Computershare Trust Company, N.A.,
formerly known as Equiserve Trust Company, N.A. as Rights Agent (the “Rights Agent”).



WITNESSETH




     WHEREAS, the Board of Directors of the Company authorized the issuance of its Class A Common
Shares (“Common Shares”) in conjunction with the merger of Cooper Industries, Inc., an Ohio
Corporation, and Cooper Mergerco, Inc., an Ohio corporation, a wholly-owned indirect subsidiary of
the Company (the “Merger”); and



     WHEREAS, the shares of common stock of Cooper Industries, Inc. that were converted into Common
Shares in the Merger have certain rights attached and the Board of Directors of the Company desired
to replace the rights attached to the common stock of Cooper Industries, Inc. so that the holders
had substantially the same rights before and after the Merger; and



     WHEREAS, pursuant to the above, the Board of Directors of the Company authorized the issuance
of one Right for each Common Share outstanding at the close of business on the effective date of
the Merger (the “Record Date”) and authorized the issuance of one Right (as such number may
hereafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each Common Share
issued between the Record Date and the Distribution Date (as hereinafter defined), each Right
initially representing the right to purchase one one-hundredth of a Series A Participating
Preferred Share, par value US$.01 per share, of the Company, having the rights, powers and
preferences set forth in the Resolution of the Board of Directors of the company attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”); and



     WHEREAS, in order to set forth the terms of the Rights, the Company and the Rights Agent
executed and entered into the Old Agreement; and



     WHEREAS, pursuant to Section 26 of the Old Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement in accordance with the provisions of
Section 26 thereof; and



     WHEREAS, pursuant to Section 7 of the Old Agreement, the Final Expiration Date for the Rights
under the Old Agreement is August 5, 2007; and



     WHEREAS, the Board of Directors of the Company has determined that it wishes to extend the
Rights and that amending and restating the Rights Agreement is necessary and desirable in
connection with the foregoing; and



     WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution and delivery of this
Agreement by the Company and the Rights Agent have been in all respects duly authorized by



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the Company and the Rights Agent.




     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Certain Definitions. For purposes of this Agreement, the following terms
have the meanings indicated:



          (a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such plan, or any
Person who becomes an Acquiring Person solely as a result of a reduction in the number of Common
Shares outstanding due to the repurchase of Common Shares by the Company, unless and until such
Person shall purchase or otherwise become the Beneficial Owner of additional Common Shares
constituting 1% or more of the then outstanding Common Shares.




          (b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended and in effect on the date of this Agreement (the “Exchange Act”).




          (c) “Amendment Date” shall mean the date of this Amended and Restated Rights Agreement.




          (d) A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially
own,” any securities:





          (i) which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or understanding (whether
or not in writing) or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise; provided, however, that a Person shall not be
deemed the “Beneficial Owner” of, or to “beneficially own,” (A) securities tendered pursuant
to a tender or exchange offer made by such Person or any of such Person’s Affiliates or
Associates until such tendered securities are accepted for purchase or exchange, or (B)
securities issuable upon exercise of Rights at any time prior to the occurrence of a
Triggering Event, or (C) securities issuable upon exercise of Rights from and after the
occurrence of a Triggering Event which Rights were acquired by such Person or any of such
Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a)
or Section 22 hereof (the “Original Rights”) or pursuant to Section 11(i) hereof in
connection with an adjustment made with respect to any Original Rights;




          (ii) which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership” of
(as determined pursuant to Rule 13d-3 of the General Rules and



2









 






Regulations under the
Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or
not in writing; provided, however, that a Person shall not be deemed the “Beneficial
Owner” of, or to “beneficially own,” any security under this subparagraph (ii) as a result
of an agreement, arrangement or understanding to vote such security if such agreement,
arrangement or understanding: (A) arises solely from a revocable proxy given in response to
a public proxy or consent solicitation made pursuant to, and in accordance with, the
applicable provisions of the General Rules and Regulations under the Exchange Act, and (B)
is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or




          (iii) which are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates
or Associates) has any agreement, arrangement or understanding (whether or not in writing),
for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as
described in the proviso to subparagraph (ii) of this paragraph (c)) or disposing of any
voting securities of the Company; provided, however, that nothing in this paragraph
(c) shall cause a Person engaged in the business as an underwriter of securities to be
deemed the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through
such Person’s participation in good faith in a firm commitment underwriting until the
expiration of forty (40) days after the date of such acquisition.



          (e) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or executive order to
close.




          (f) “Close of business” on any given date shall mean 5:00 P.M., New York, New York time, on
such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New
York, New York time, on the next succeeding Business Day.




          (g) “Common Shares” shall mean the Class A Common Shares, par value US$.01 per share, of the
Company, except that “Common Shares” when used with reference to any Person other than the Company
shall mean the capital stock of such Person with the greatest voting power, or the equity
securities or other equity interest having power to control or direct the management, of such
Person.




          (h) “Continuing Director” shall mean (i) any member of the Board of Directors of the Company,
while such Person is a member of the Board, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, and was a member of the Board on the Record Date, or (ii) any Person who
subsequently becomes a member of the Board, while such Person is a member of the Board, who is not
an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, if such Person’s nomination for election or
election to the Board is recommended or approved by a majority of the Continuing Directors.




3









 








          (i) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of June 11, 2001,
among Cooper Industries, Ltd., Cooper Industries, Inc. and Cooper Mergerco, Inc.




          (j) “Person” shall mean any individual, firm, corporation, partnership or other entity.




          (k) “Preferred Shares” shall mean Series A Participating Preferred Shares, par value US$.01
per share, of the Company and, to the extent that there are not a sufficient number of Series A
Participating Preferred Shares authorized to permit the full exercise of the Rights, any other
series of Preferred Shares of the Company designated for such purpose containing terms
substantially similar to the terms of the Series A Participating Preferred Shares.




          (l) “Record Date” shall mean the effective time of the merger of Cooper Mergerco, Inc. with
and into Cooper Industries, Inc., determined in accordance with the terms of the Merger Agreement.




          (m) “Section 11(a)(ii) Event” shall mean the event described in Section 11(a)(ii) hereof.




          (n) “Section 13 Event” shall mean any event described in clauses (x), (y) or (z) of Section
13(a) hereof.




          (o) “Stock Acquisition Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed pursuant to Section
13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
become such.




          (p) “Subsidiary” shall mean, with reference to any Person, any corporation of which an amount
of voting securities sufficient to elect at least a majority of the directors of such corporation
is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such
Person.




          (q) “Trading Day” shall have the meaning set forth in Section 11(d)(i) hereof.




          (r) “Triggering Event” shall mean the Section 11(a)(ii) Event or any Section 13 Event.




     Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent
to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in
accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable upon ten (10) days prior written notice to the Rights Agent. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent.



4









 





     Section 3. Issue of Rights Certificates.



          (a) Until the earlier of (i) the close of business on the tenth Business Day after the Stock
Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as the
Board of Directors shall determine) after the date that a tender or exchange offer by any Person
(other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common
Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for the Common Shares registered in the names of the holders of the
Common Shares (which certificates for Common Shares shall be deemed also to be certificates for
Rights) and not by separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying Common Shares (including a transfer to the Company).
As soon as practicable after the Distribution Date, the Rights Agent will send by first-class,
insured, postage prepaid mail, to each record holder of Common Shares as of the close of business
on the Distribution Date, at the address of such holder shown on the records of the Company, one or
more right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”),
evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In
the event that an adjustment in the number of Rights per Common Share has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall
make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)
so that Rights Certificates representing only whole numbers of Rights are distributed and cash is
paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.




          (b) Rights shall be issued in respect of all Common Shares which are issued after the Record
Date but prior to the earlier of the Distribution Date or the Expiration Date; certificates
representing such Common Shares shall also be deemed to be certificates for Rights. Certificates
representing Common Shares shall bear the following legend if issued after the Record Date but
prior to the Amendment Date:





     This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the 2002 Rights Agreement (the “Rights Agreement”), between
Cooper Industries, Ltd. and EquiServe Trust Company, N.A., as Rights Agent, the
terms of which are hereby incorporated herein by reference and a copy of which is on
file at the principal offices of Cooper Industries, Ltd. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this certificate.
Cooper Industries, Ltd. will mail to the holder of this certificate a copy of the
Rights Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, any Person who is,
was or becomes an Acquiring Person or any Affiliate or Associate thereof (as



5









 






such terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and void.



          Certificates representing Common Shares shall bear the following legend if issued after the
Amendment Date but prior to the earlier of the Distribution Date or the Expiration Date:





     This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the 2007 Amended and Restated Rights Agreement (the “Rights
Agreement”), between Cooper Industries, Ltd. and Computershare Trust Company, N.A.,
as Rights Agent, the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of Cooper Industries, Ltd.
Under certain circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. Cooper Industries, Ltd. will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person who is,
was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or on behalf
of such Person or by any subsequent holder, may become null and void.


With respect to such certificates containing the foregoing legends, until the earlier of (i) the
Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates alone and registered
holders of Common Shares shall also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the transfer of the Rights associated
with the Common Shares represented by such certificates.




     Section 4. Form of Rights Certificates.



          (a) The Rights Certificates (and the forms of election to purchase and of assignment to be
printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
on which the Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed,
shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred
Share as shall be set forth therein at the price set forth therein (such exercise price per one
one-hundredth of a share, the “Purchase Price”), but the amount and type of securities purchasable
upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as
provided herein.




          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such




6









 







Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part of a plan, arrangement
or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any
Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in this sentence, shall
contain (to the extent feasible) the following legend:





     The Rights represented by this Rights Certificate are or were beneficially
owned by a Person who was or became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Rights Agreement).
Accordingly, this Rights Certificate and the Rights represented hereby may become
null and void in the circumstances specified in Section 7(e) of such Agreement.



     Section 5. Countersignature and Registration.



          (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the
Board, the Deputy Chairman of the Board, its President or any Vice President, either manually or by
facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which
shall be attested by the Secretary of the Company, either manually or by facsimile signature. The
Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile
signature, and shall not be valid for any purpose unless so countersigned. In case any officer of
the Company who shall have signed any of the Rights Certificates shall cease to be such officer of
the Company before countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and
delivered by the Company with the same force and effect as though the person who signed such Rights
Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be
signed on behalf of the Company by any person who, at the actual date of the execution of such
Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate,
although at the date of the execution of this Rights Agreement any such person was not such an
officer.




          (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office or offices designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer, books for registration and transfer of the Rights
Certificates issued hereunder. Such books shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights evidenced on its face by each of the
Rights Certificates and the date of each of the Rights Certificates.




7









 








     Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates;
Mutilated, Destroyed, Lost or Stolen Rights Certificates.



          (a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time
after the close of business on the Distribution Date, and at or prior to the close of business on
the Expiration Date, any Rights Certificate or Certificates may be transferred, split up, combined
or exchanged for another Rights Certificate or Certificates, entitling the registered holder to
purchase a like number of one one-hundredths of a Preferred Share (or, following a Triggering
Event, Common Shares, other securities, cash or other assets, as the case may be) as the Rights
Certificate or Certificates surrendered then entitled such holder (or former holder in the case of
a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange
any Rights Certificate or Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up,
combined or exchanged at the principal office or offices of the Rights Agent designated for such
purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever
with respect to the transfer of any such surrendered Rights Certificate until the registered holder
shall have completed and signed the certificate contained in the form of assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the
Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Rights Certificates.




          (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to
them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company
will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost,
stolen, destroyed or mutilated.




     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.



          (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section 9(c) and Section 11(a)(iii)
hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase Price
with respect to the total number of one one-hundredths of a Preferred Share (or other
securities, cash or other assets, as the case may be) as to which such surrendered Rights are then
exercisable, at or prior to the earlier of (i) the close of business on August 1, 2017 (the “Final




8









 







Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof
or (iii) the time at which the Rights are exchanged for Common Shares or Preferred Shares as
provided in Section 24 hereof (the earlier of (i), (ii) and (iii) being herein referred to as the
“Expiration Date”).




          (b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the
exercise of a Right shall initially be US$600, and shall be subject to adjustment from time to time
as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c)
below.




          (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of
election to purchase and the certificate duly executed, accompanied by payment, with respect to
each Right so exercised, of the Purchase Price per one one-hundredth of a Preferred Share (or other
securities, cash or other assets, as the case may be) to be purchased as set forth below and an
amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k)
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or
make available, if the Rights Agent is the transfer agent for such shares) certificates for the
total number of one one-hundredths of a Preferred Share to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company
shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the
Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be purchased (in
which case certificates for the Preferred Shares represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company will direct the depositary agent to
comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid
in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or names as may be designated
by such holder, and (iv) after receipt thereof, deliver such cash, if any, to, or upon the order
of, the registered holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made (x) in cash or by
certified bank check or bank draft payable to the order of the Company, or (y) by delivery of a
certificate or certificates (with appropriate stock powers executed in blank attached thereto)
evidencing a number of Common Shares equal to the then Purchase Price divided by the closing price
(as determined pursuant to Section 11(d) hereof) per Common Share on the Trading Day immediately
preceding the date of such exercise. In the event that the Company is obligated to issue other
securities (including Common Shares) of the Company, pay cash and/or distribute other property
pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such
other securities, cash and/or other property are available for distribution by the Rights Agent, if
and when appropriate. The Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only
whole Preferred Shares would be issued.




          (d) In case the registered holder of any Rights Certificate shall exercise less than all the
Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent and delivered to, or upon




9









 







the order of,
the registered holder of such Rights Certificate, registered in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof.




          (e) Notwithstanding anything in this Agreement to the contrary, from and after the occurrence
of the Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or
(iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring
Person to holders of equity interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is
part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance
of this Section 7(e), shall become null and void without any further action, and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the
provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no
liability to any holder of Rights Certificates or other Person as a result of its failure to make
any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.




          (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with respect to a registered holder upon the
occurrence of any purported exercise as set forth in this Section 7 unless such registered holder
shall have (i) completed and signed the certificate contained in the form of election to purchase
set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii)
provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial
Owner) or Affiliates or Associates thereof as the Company shall reasonably request.




     Section 8. Cancellation and Destruction of Rights Certificates. All Rights
Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange
shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for
cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights
Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The
Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Rights Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.



     Section 9. Reservation and Availability of Capital Stock.



          (a) The Company covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued Preferred Shares (and, following the occurrence of a Triggering
Event, out of its authorized and unissued Common Shares and/or other




10









 







securities), the number of
Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other
securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be
sufficient to permit the exercise in full of all outstanding Rights.




          (b) So long as the Preferred Shares (and, following the occurrence of a Triggering Event,
Common Shares and/or other securities) issuable and deliverable upon the exercise of the Rights may
be listed on any national securities exchange, the Company shall use its best efforts to cause,
from and after such time as the Rights become exercisable, all shares reserved for such issuance to
be listed on such exchange upon official notice of issuance upon such exercise.




          (c) The Company shall use its best efforts (i) to file, as soon as practicable following the
earliest date after the occurrence of the Section 11(a)(ii) Event on which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in accordance with Section
11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case
may be, a registration statement under the Securities Act of 1933 (the “Act”), with respect to the
securities purchasable upon exercise of the Rights on an appropriate form, (ii) to cause such
registration statement to become effective as soon as practicable after such filing, and (iii) to
cause such registration statement to remain effective (with a prospectus at all times meeting the
requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the date of the expiration of the Rights. The Company
will also take such action as may be appropriate under, or to ensure compliance with, the
securities or “blue sky” laws of the various states in connection with the exercisability of the
Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days
after the date set forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration statement and permit it
to become effective. Upon any such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. Notwithstanding any provision
of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof
shall not be permitted under applicable law or a registration statement shall not have been
declared effective.




          (d) The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all one one-hundredths of a Preferred Share (and, following the occurrence of a
Triggering Event, Common Shares and/or other securities) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and nonassessable.




          (e) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Rights Certificates and of any certificates for a number of one one-hundredths of a
Preferred Share (or Common Shares and/or other securities, as the case may be) upon the exercise of
Rights. The Company shall not, however, be required to pay any transfer tax which may be payable
in respect of any transfer or delivery of Rights Certificates to




11









 







a Person other than, or the
issuance or delivery of a number of one one-hundredths of a Preferred Share (or Common Shares
and/or other securities, as the case may be) in respect of a name other than that of, the
registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue
or deliver any certificates for a number of one one-hundredths of a Preferred Share (or Common
Shares and/or other securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until such tax shall have been paid (any such tax being
payable by the holder of such Rights Certificate at the time of surrender) or until it has been
established to the Company’s satisfaction that no such tax is due.




     Section 10. Preferred Shares Record Date. Each person in whose name any certificate
for a number of one one-hundredths of a Preferred Share (or Common Shares and/or other securities,
as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such fractional Preferred Shares (or Common Shares and/or other
securities, as the case may be) represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if
the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares
and/or other securities, as the case may be) transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and
such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or
Common Shares and/or other securities, as the case may be) transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not
be entitled to any rights of a shareholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends
or other distributions or to exercise any preemptive rights, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.



     Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of
Rights. The Purchase Price, the number and kind of shares covered by each Right and the number
of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.




          (a)(i) In the event the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of shares, or (D) issue any shares of its
capital stock in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the Company
is the continuing or surviving corporation), except as otherwise provided in this
Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of
the record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of Preferred Shares or
capital stock, as the case may be, issuable on such date, shall be proportionately
adjusted so that the holder of any Right exercised after such time shall be entitled
to receive, upon payment of the Purchase Price then in effect, the aggregate number
and kind of Preferred Shares or capital stock, as the case may be, which, if such
Right had been exercised immediately prior to such



12









 






 date and at a time when the
Preferred Share transfer books of the Company were open, he would have owned upon
such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. If an event occurs which would require an
adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall
be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.




          (ii) In the event any Person becomes an Acquiring Person, unless the event
causing the 15% threshold to be crossed is a transaction set forth in Section 13(a)
hereof, or is an acquisition of Common Shares pursuant to a tender offer or an
exchange offer for all outstanding Common Shares at a price and on terms determined
by at least two-thirds (2/3) of the Continuing Directors, to be in the best
interests of the Company and its shareholders (a “Qualifying Offer”), then, promptly
following the occurrence of such event, proper provision shall be made so that each
holder of a Right (except as provided below and in Section 7(e) hereof) shall
thereafter have the right to receive, upon exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement, in lieu of a number
of one one-hundredths of a Preferred Share, such number of Common Shares of the
Company as shall equal the result obtained by (x) multiplying the then current
Purchase Price by the then number of one one-hundredths of a Preferred Share for
which a Right was exercisable immediately prior to the occurrence of the Section
11(a)(ii) Event, and (y) dividing that product (which, following such occurrence,
shall thereafter be referred to as the “Purchase Price” for each Right and for all
purposes of this Agreement) by 50% of the current market price (determined pursuant
to Section 11(d) hereof) per Common
Share on the date of such occurrence (such number of shares, the “Adjustment
Shares”).




          (iii) In the event that the number of Common Shares which are authorized by the
Company’s Memorandum of Association but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights are not sufficient to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of
this Section 11(a), the Company shall: (A) determine the excess of (1) the value of
the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”)
over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to
each Right (subject to Section 7(e) hereof), make adequate provision to substitute
for the Adjustment Shares, upon the exercise of such Right and payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
Common Shares or other equity securities of the Company (including, without
limitation, preferred shares or units of preferred shares which the Board of
Directors of the Company has deemed to have the same value as Common Shares (such
preferred shares, “common share equivalents”)), (4) debt securities of the Company,
(5) other assets, or (6) any combination of the foregoing, having an aggregate value
equal to the Current Value, where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a nationally recognized
investment



13









 






banking firm selected by the Board of Directors of the Company;
provided, however, if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days following the
occurrence of the Section 11(a)(ii) Event (being referred to herein as the “Section
11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, Common Shares (to the extent available) and then, if necessary, cash, which
shares and/or cash have an aggregate value equal to the Spread. If the Board of
Directors of the Company shall determine in good faith that it is likely that
sufficient additional Common Shares could be authorized for issuance upon exercise
in full of the Rights, the thirty (30) day period set forth above may be extended to
the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii)
Trigger Date, in order that the Company may seek shareholder approval for the
authorization of such additional shares (such period, as it may be extended, the
“Substitution Period”). To the extent that the Company determines that some action
need be taken pursuant to the first and/or second sentences of this Section
11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such
action shall apply uniformly to all outstanding Rights, and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such first sentence and to
determine the value thereof. In the event of any such suspension, the Company shall
issue a public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii), the
value
of each Adjustment Share shall be the current market price (as determined
pursuant to Section 11(d) hereof) per Common Share on the Section 11(a)(ii) Trigger
Date and the per share or per unit value of any “common share equivalent” shall be
deemed to be equal to the current market price (as determined pursuant to Section
11(d) hereof) of the Common Shares on such date.



          (b) In case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Shares entitling them to subscribe for or purchase (for a
period expiring within forty-five (45) calendar days after such record date) Preferred Shares (or
shares having the same rights, privileges and preferences as the Preferred Shares (“equivalent
preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares
at a price per Preferred Share or per equivalent preferred share (or having a conversion price per
share, if a security convertible into Preferred Shares or equivalent preferred shares) less than
the current market price (as determined pursuant to Section 11(d) hereof) per Preferred Share on
such record date, the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Preferred Shares outstanding on such record date, plus
the number of Preferred Shares which the aggregate offering price of the total number of Preferred
Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such current market price,
and the denominator of which shall be the number of Preferred Shares outstanding on such record
date, plus the number of additional Preferred Shares




14









 







and/or equivalent preferred shares to be
offered for subscription or purchase (or into which the convertible securities so to be offered are
initially convertible). In case such subscription price may be paid by delivery of consideration
part or all of which may be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and
the holders of the Rights. Preferred Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed, and in the event that such rights or warrants
are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then
be in effect if such record date had not been fixed.




          (c) In case the Company shall fix a record date for a distribution to all holders of Preferred
Shares (including any such distribution made in connection with a consolidation or merger in which
the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular
quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other
than a dividend payable in Preferred Shares, but including any dividend payable in shares other
than Preferred Shares) or subscription rights or warrants (excluding those referred to in Section
11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the current market price (as determined pursuant to Section 11(d)
hereof) per Preferred Share on such record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent) of the portion of the cash, assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to a Preferred Share and the denominator of which shall be such current market
price (as determined pursuant to Section 11(d) hereof) per Preferred Share. Such adjustments shall
be made successively whenever such a record date is fixed, and in the event that such distribution
is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been
in effect if such record date had not been fixed.





          (d)(i) For the purpose of any computation hereunder, other than computations
made pursuant to Section 11(a)(iii) hereof, the “current market price” per Common
Share on any date shall be deemed to be the average of the daily closing prices per
share of such Common Shares for the thirty (30) consecutive Trading Days (as such
term is hereinafter defined) immediately prior to such date, and for purposes of
computations made pursuant to Section 11(a)(iii) hereof, the “current market price”
per Common Share on any date shall be deemed to be the average of the daily closing
prices per share of such Common Shares for the ten (10) consecutive Trading Days
immediately following such date; provided, however, that in the event that
the current market price per Common Share is determined during a period following
the announcement by the issuer of such Common Shares of (A) a dividend or
distribution on such Common Shares payable in Common Shares or securities
convertible into such Common Shares (other than the Rights), or (B) any subdivision,
combination or reclassification of such Common Shares, and the ex-dividend date for
such dividend or distribution or the record date for such subdivision, combination
or



15









 






reclassification shall not have occurred prior to the commencement of the
requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth
above, then, and in each such case, the “current market price” shall be properly
adjusted to take into account ex-dividend trading. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock Exchange
or, if the Common Shares are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange on
which the Common Shares are listed or admitted to trading or, if the Common Shares
are not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or such other system
then in use, or, if on any such date the Common Shares are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Shares selected by the Board
of Directors of the Company. If on any such date no market maker is making a market
in the Common Shares, the fair value of such shares on such date as determined in
good faith by the Board of Directors of the Company shall be used. The term
“Trading Day” shall mean a day on which the principal national securities exchange
on which the Common Shares are listed or admitted to trading is open for the
transaction of business or, if the Common Shares are not listed or admitted to
trading on any national securities exchange, a Business Day. If the Common Shares
are not publicly held or not so listed or traded, “current market price” per share
shall mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.




          (ii) For the purpose of any computation hereunder, the “current market price”
per Preferred Share shall be determined in the same manner as set forth above for
the Common Shares in clause (i) of this Section 11(d) (other than the last sentence
thereof). If the current market price per Preferred Share cannot be determined in
the manner provided above or if the Preferred Shares are not publicly held or listed
or traded in a manner described in clause (i) of this Section 11(d), the “current
market price” per Preferred Share shall be conclusively deemed to be an amount equal
to 100 (as such number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to the Common Shares
occurring after the date of this Agreement) multiplied by the current market price
per Common Share. If neither the Common Shares nor the Preferred Shares are
publicly held or so listed or traded, “current market price” per Preferred Share
shall mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and



16









 






shall be conclusive for all purposes. For all
purposes of this Agreement, the “current market price” of one one-hundredth of a
Preferred Share shall be equal to the “current market price” of one Preferred Share
divided by 100.



          (e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall
be required unless such adjustment would require an increase or decrease of at least one percent
(1%) in the Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or
to the nearest ten-thousandth of a Common Share or other share or one-millionth of a Preferred
Share, as the case may be. Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3)
years from the date of the transaction which mandates such adjustment, or (ii) the Expiration Date.




          (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a)
hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of
capital stock other than Preferred Shares, thereafter the number of such other shares so receivable
upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect
to the Preferred Shares contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
(m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Shares
shall apply on like terms to any such other shares.




          (g) All Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the
number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.




          (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and
(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths
of a Preferred Share (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the
number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by
(y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and
(ii) dividing the product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.




          (i) The Company may elect on or after the date of any adjustment of the Purchase Price to
adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a
Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a
Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right
held of record prior to such adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately
after adjustment of the Purchase




17









 







Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date may be the date on
which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have
been issued, shall be at least ten (10) days later than the date of the public announcement. If
Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of
such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of
record in substitution and replacement for the Rights Certificates held by such holders prior to
the date of adjustment, and upon surrender thereof, if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned
in the manner provided for herein (and
may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Rights Certificates on the record date specified in the
public announcement.




          (j) Irrespective of any adjustment or change in the Purchase Price or the number of one
one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Rights
Certificates theretofore and thereafter issued may continue to express the Purchase Price per one
one-hundredth of a share and the number of one one-hundredths of a share which were expressed in
the initial Rights Certificates issued hereunder.




          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below
the then stated value, if any, of the number of one one-hundredths of a Preferred Share issuable
upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and legally issue fully paid and
nonassessable such number of one one-hundredths of a Preferred Share at such adjusted Purchase
Price.




          (l) In any case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuance to the holder of any Right exercised after such
record date the number of one one-hundredths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise over and above the number of one
one-hundredths of a Preferred Share and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder’s right to receive such additional shares (fractional
or otherwise) or securities upon the occurrence of the event requiring such adjustment.




          (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments expressly required
by this Section 11, as and to the extent that in their good faith judgment the Board of Directors
of the Company shall determine to be advisable in order that any (i)




18









 







consolidation or subdivision
of the Preferred Shares, (ii) issuance wholly for cash of any Preferred Shares at less than the
current market price, (iii) issuance wholly for cash of Preferred Shares or securities which by
their terms are convertible into or exchangeable for Preferred Shares, (iv) stock dividends, or (v)
issuance of rights, options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Shares shall not be taxable to such shareholders.




          (n) The Company covenants and agrees that it shall not, at any time after the Distribution
Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof),
or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a
series of related transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at the time of or
immediately after such consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such consolidation, merger or sale, the shareholders of
the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of
its Affiliates and Associates.




          (o) The Company covenants and agrees that, after the Distribution Date, it will not, except as
permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary to take)
any action if at the time such action is taken it is reasonably foreseeable that such action will
diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.




          (p) Anything in this Agreement to the contrary notwithstanding, in the event that the Company
shall at any time after the Record Date and prior to the Distribution Date (i) declare a dividend
on the outstanding Common Shares payable in Common Shares, (ii) subdivide the outstanding Common
Shares, or (iii) combine the outstanding Common Shares into a smaller number of shares, the number
of Rights associated with each Common Share then outstanding, or issued or delivered thereafter but
prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights
thereafter associated with each Common Share following any such event shall equal the result
obtained by multiplying the number of Rights associated with each Common Share immediately prior to
such event by a fraction the numerator of which shall be the total number of Common Shares
outstanding immediately prior to the occurrence of the event and the denominator of which shall be
the total number of Common Shares outstanding immediately following the occurrence of such event.




     Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief statement of the facts accounting
for such adjustment, (b) promptly file with the Rights Agent, and with each transfer



19









 




agent for the
Preferred Shares and the Common Shares, a copy of such certificate, and (c) mail or cause the
Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior
to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance
with Section 27 hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained.




     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.



          (a) In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving corporation of such consolidation or merger, (y) any Person
(other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the
Company, and the Company shall be the continuing or surviving corporation of such consolidation or
merger and, in connection with such consolidation or merger, all or part of the outstanding Common
Shares shall be changed into or exchanged for stock or other securities of any other Person or cash
or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of the assets or earning power of
the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the
Company or any Subsidiary of the Company in one or more transactions each of which complies with
Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d)
hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in
Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price in accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the
Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred
Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13
Event (or, if the Section 11(a)(ii) Event has occurred prior to the occurrence of a Section 13
Event, multiplying the number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the occurrence of the Section 11(a)(ii) Event by the Purchase
Price in effect immediately prior to such first occurrence), and dividing that product (which,
following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price”
for each Right and for all purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)(i) hereof) per Common Share of such Principal Party on the
date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to, the reservation of a
sufficient number of its Common Shares) in connection with the consummation of any such transaction
as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its Common




20









 







Shares thereafter deliverable upon the exercise of
the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the
first occurrence of any Section 13 Event.




          (b) “Principal Party” shall mean:





          (i) in the case of any transaction described in clause (x) or (y) of the first
sentence of Section 13(a), the Person that is the issuer of any securities into
which Common Shares of the Company are converted in such merger or consolidation,
and if no securities are so issued, the Person that is the other party to such
merger or consolidation; and




          (ii) in the case of any transaction described in clause (z) of the first
sentence of Section 13(a), the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such transaction
or transactions;


provided, however, that in any such case, (1) if the Common Shares of such Person are not
at such time and have not been continuously over the preceding twelve (12) month period registered
under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another
Person the Common Shares of which are and have been so registered, “Principal Party” shall refer to
such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more
than one Person, the Common Shares of two or more of which are and have been so registered,
“Principal Party” shall refer to whichever of such Persons is the issuer of the Common Shares
having the greatest aggregate market value.




          (c) The Company shall not consummate any such consolidation, merger, sale or transfer unless
the Principal Party shall have a sufficient number of authorized Common Shares which have not been
issued or reserved for issuance to permit the exercise in full of the Rights in accordance with
this Section 13 and unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in
paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after
the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section
13, the Principal Party will:





          (i) prepare and file a registration statement under the Act, with respect to
the Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, and will use its best efforts to cause such registration statement
to (A) become effective as soon as practicable after such filing and (B) remain
effective (with a prospectus at all times meeting the requirements of the Act) until
the Expiration Date; and




          (ii) will deliver to holders of the Rights historical financial statements for
the Principal Party and each of its Affiliates which comply in all respects with the
requirements for registration on Form 10 under the Exchange Act.



21









 




The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or
sales or other transfers. In the event that a Section 13 Event shall occur at any time after the
occurrence of the Section 11(a)(ii) Event, the Rights which have not theretofore been exercised
shall thereafter become exercisable in the manner described in Section 13(a).




          (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be
applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such
transaction is consummated with a Person or Persons who acquired Common Shares pursuant to a
Qualifying Offer (or a wholly owned subsidiary of such Person or Persons), (ii) the price per
Common Share offered in such transaction is not less than the price per Common Share paid to all
holders of Common Shares whose shares were purchased pursuant to such tender offer or exchange
offer, and (iii) the form of consideration being offered to the remaining holders of
Common Shares pursuant to such transaction is the same as the form of consideration paid
pursuant to such tender offer or exchange offer. Upon consummation of any such transaction
contemplated by this Section 13(d), all Rights hereunder shall expire.




     Section 14. Fractional Rights and Fractional Shares.



          (a) The Company shall not be required to issue fractions of Rights, except those issued prior
to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the
registered holders of the Rights Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the current market value of a
whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall
be the closing price of the Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price of the Rights for any day
shall be the last sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional market maker making a
market in the Rights selected by the Board of Directors of the Company. If on any such date no
such market maker is making a market in the Rights the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used.




          (b) The Company shall not be required to issue fractions of Preferred Shares (other than
fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the
option of the Company, be evidenced by depositary receipts) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). In lieu of




22









 







fractional Preferred
Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Company may
pay to the registered holders of Rights Certificates at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of the current market value of one
one-hundredth of a Preferred Share. For purposes of this Section 14(b), the current market value
of one one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of a
Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day
immediately prior to the date of such exercise.




          (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue
fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares. In lieu of fractional Common Shares, the
Company may pay to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the current market
value of one (1) Common Share. For purposes of this Section 14(c), the current market value of one
(1) Common Share shall be the closing price of one (1) Common Share (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.




          (d) The holder of a Right by the acceptance of the Rights expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise of a Right, except as
permitted by this Section 14.




     Section 15. Rights of Action. All rights of action in respect of this Agreement are
vested in the respective registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Common Shares); and any registered holder of any
Rights Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent
of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution
Date, of the Common Shares), may, in his own behalf and for his own benefit, enforce and may
institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise
act in respect of, his right to exercise the Rights evidenced by such Rights Certificate in the
manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and injunctive relief
against actual or threatened violations of the obligations hereunder of any Person subject to this
Agreement.



     Section 16. Agreement of Rights Holders. Every holder of a Right by accepting the
same consents and agrees with the Company and the Rights Agent and with every other holder of a
Right that:



          (a) prior to the Distribution Date, the Rights will be transferable only in connection with
the transfer of Common Shares;




          (b) after the Distribution Date, the Rights Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent
designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;




23









 








          (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem
and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the
associated certificate representing Common Shares) is registered as the absolute owner thereof and
of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated certificate representing Common Shares made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected
by any notice to the contrary; and




          (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the
Rights Agent shall have any liability to any holder of a Right or other Person as a result of its
inability to perform any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction
or by a governmental, regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation; provided, however, the Company must
use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as
soon as possible.




     Section 17. Rights Certificate Holder Not Deemed a Shareholder. No holder, as such,
of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of the number of one one-hundredths of a Preferred Share or any other securities of the
Company which may at any time be issuable on the exercise of the Rights represented thereby, nor
shall anything contained herein or in any Rights Certificate be construed to confer upon the holder
of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights
Certificate shall have been exercised in accordance with the provisions hereof.



     Section 18. Concerning the Rights Agent.



          (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and disbursements and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and expenses of defending
against any claim of liability in the premises.




          (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any
action taken, suffered or omitted by it in connection with its administration of this Agreement in
reliance upon any Rights Certificate or certificate for Common Shares or for other securities of
the Company, instrument of assignment or transfer, power of attorney, endorsement,




24









 







affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by
it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.




     Section 19. Merger or Consolidation or Change of Name of Rights Agent.



          (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties hereto;
provided, however, that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall
have been countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights Certificates either in the
name of the predecessor or in the name of the successor Rights Agent; and in all such cases such
Rights Certificates shall have the full force provided in the Rights Certificates and in this
Agreement.




          (b) In case at any time the name of the Rights Agent shall be changed and at such time any of
the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt
the countersignature under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior name or in its changed name; and
in all such cases such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.




     Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:



          (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with
such opinion.




          (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem
it necessary or desirable that any fact or matter (including, without limitation, the identity of
any Acquiring Person and the determination of “current market price”) be proved or established by
the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the Board, the Deputy Chairman of
the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary
of the Company and delivered to the Rights Agent; and such




25









 







certificate shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such certificate.




          (c) The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct.




          (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Agreement or in the Rights Certificates or be required to verify the
same (except as to its countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.




          (e) The Rights Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be
responsible for any adjustment required under the provisions of Section 11 or Section 13 hereof or
responsible for the manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with respect to the exercise of
Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it
by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any Common Shares or Preferred Shares to be issued pursuant to this Agreement or any
Rights Certificate or as to whether any Common Shares or Preferred Shares will, when so issued, be
validly authorized and issued, fully paid and nonassessable.




          (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.




          (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from the Chairman of the Board, the Deputy Chairman, the
President, any Vice President, the Secretary, the Treasurer or any Assistant Treasurer of the
Company, and to apply to such officers for advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer.




          (h) The Rights Agent and any shareholder, director, officer or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not Rights Agent under
this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity
for the Company or for any other legal entity.




          (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys or agents, and the
Rights Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorneys or agents or for any loss to the Company resulting from
any




26









 







such act, default, neglect or misconduct; provided, however, reasonable care was exercised in
the selection and continued employment thereof.




          (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.




          (k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election to purchase, as
the case may be, has either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested
exercise of transfer without first consulting with the Company.




     Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon 30 days notice in writing
mailed to the Company and to each transfer agent of the Common Shares and Preferred Shares by
registered or certified mail, and to the holders of the Rights Certificates by first-class mail.
The Company may remove the Rights Agent or any successor Rights Agent upon 30 days notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to
the holders of the Rights Certificates by first-class mail. In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will
be deemed to resign automatically on the effective date of such termination, and any required
notice will be sent by the Company. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days after giving notice
of such removal or after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with
such notice, submit such holder’s Rights Certificate for inspection by the Company), then any
registered holder of any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation or trust company organized and doing business
under the laws of the United States or any state of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has individually or combined
with an Affiliate at the time of its appointment as Rights Agent a combined capital and surplus of
at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to
the successor Rights Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and
mail a notice thereof in
writing to the registered holders of the Rights Certificates. Failure to give any notice
provided for in this



27









 




Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.




     Section 22. Issuance of New Rights Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class
of shares or other securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Shares following the Distribution Date and prior to the redemption or expiration of
the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or awarded as of the
Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by
the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel
that such issuance would create a significant risk of material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.



     Section 23. Redemption and Termination.



          (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier
of (i) such time as any Person becomes an Acquiring Person or (ii) the Final Expiration Date,
redeem all but not less than all the then outstanding Rights at a redemption price of US$.01 per
Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”). The Company may, at its option, pay the Redemption Price in
cash, Common Shares (based on the “current market price,” as defined in Section 11(d)(i) hereof, of
the Common Shares at the time of redemption) or any other form of consideration deemed appropriate
by the Board of Directors.




          (b) Immediately upon the action of the Board of Directors of the Company ordering the
redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without
any further action and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the Redemption Price for each
Right so held. Promptly after the action of the Board of Directors ordering the redemption of the
Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the
then outstanding Rights by mailing such notice to all such holders at each holder’s last address as
it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or




28









 







not the holder
receives the notice. Each such notice of redemption will state the method by which the payment of
the Redemption Price will be made.




     Section 24. Exchange.



          (a) The Board of Directors of the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions of Section 7(e)
hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i) and any
adjustment in the number of Rights associated with each Common Share pursuant to Section 11(p)
(such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the
foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at
any time after any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or
pursuant to the terms of any such plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.




          (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and
without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give
public notice of any such exchange; provided, however, that the failure to give, or any defect in,
such notice shall not affect the validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the notice. Each such
notice of exchange will state the method by which the ex-change of the Common Shares for Rights
will be effected, and, in the event of any partial ex-change, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each
holder of Rights.




          (c) In the event that there shall not be sufficient Common Shares issued but not outstanding
or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this
Section 24, the Company shall take all such action as may be necessary to authorize additional
Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good
faith effort, be unable to take all such action as may be necessary to authorize such additional
Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable
upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current
per share market price of one Preferred Share multiplied by such number or fraction is equal to the
current per share market price of one Common Share as of the date of issuance of such Preferred
Shares or fraction thereof.




          (d) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which evidence fractional Common Shares. In lieu of such fractional




29









 







Common Shares,
the Company shall pay to the registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole Common Share. For the purposes of this paragraph (d), the
current market value of a whole Common Share shall be the closing price of a Common Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.




     Section 25. Notice of Certain Events.



          (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any
dividend payable in stock of any class to the holders of Preferred Shares or to make any other
distribution to the holders of Preferred Shares (other than a regular quarterly cash dividend out
of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred
Share rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares
of any class or any other securities, rights or options, or (iii) to effect any reclassification of
its Preferred Shares (other than a reclassification involving only the subdivision of outstanding
Preferred Shares), or (iv) to effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof),
or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or a series of related transactions, of more than 50%
of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company shall give to each
holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the purposes of such stock
dividend, distribution of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and
the date of participation therein by the holders of the Preferred Shares, if any such date is to be
fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least twenty (20) days prior to the record date for determining holders of the Preferred
Shares for purposes of such action, and in the case of any such other action, at least twenty (20)
days prior to the date of the taking of such proposed action or the date of participation therein
by the holders of the Preferred Shares whichever shall be the earlier.




          (b) In case the Section 11(a)(ii) Event shall occur, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify
the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof,
and (ii) all references in the preceding paragraph to Preferred Shares shall be deemed thereafter
to refer to Common Shares and/or, if appropriate, other securities.




     Section 26. Notices. Notices or demands authorized by this Agreement to be given or
made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall



30









 




be
sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:



Cooper Industries, Ltd.

Chase Tower

600 Travis Street, Suite 5800

Houston, Texas 77002

Attention: Secretary



Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be
given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent
shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Company) as follows:



Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021

Attn: Client Services



Notices or demands authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder
of certificates representing Common Shares) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.




     Section 27. Supplements and Amendments. Prior to the Distribution Date and subject
to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend any provision of this Agreement without the approval of any
holders of certificates representing Common Shares. Without limiting the foregoing, the Company
may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement
to lower the thresholds set forth in Section 1(a), 3(a) and 11(a) hereof and this Section 27 to not
less than 10% (the “Reduced Threshold”); provided, however, that no Person who beneficially
owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an
Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold,
increase its beneficial ownership of the then outstanding Common Shares (other than as a result of
an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater
of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person
as a percentage of the outstanding Common Shares as of any date on or after the date of the public
announcement of such Reduced Threshold plus (ii) 0.001%. From and after the Distribution Date and
subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if
the Company so directs, supplement or amend this Agreement without the approval of any holders of
Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective
or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable and which shall not adversely affect the interests of the holders
of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person); provided, this Agreement may not be



31









 




supplemented or amended to lengthen, pursuant
to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary (except as described in the
proviso to this sentence), no supplement or amendment shall be made which changes the Redemption
Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a
Preferred Share for which a Right is exercisable; provided, however, that at any time prior
to (i) a Stock Acquisition Date or (ii) the date that a tender or exchange offer by any Person
(other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or
any Subsidiary of the Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan) is first published or sent or given within
the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares
then outstanding, the Board of Directors of the Company may amend this Agreement to increase the
Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests
of the holders of Rights shall be deemed coincident with the interests of the holders of Common
Shares.




     Section 28. Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.



     Section 29. Determinations and Actions by the Board of Directors, etc. For all
purposes of this Agreement, any calculation of the number of Common Shares outstanding at any
particular time, including for purposes of determining the particular percentage of such
outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein,
the concurrence of the Continuing Directors) shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically granted to the Board
(with, where specifically provided for herein, the concurrence of the Continuing Directors) or to
the Company, or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of
this Agreement (including a determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made
by the Board (with, where specifically provided for herein,
the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y)
not subject the Board or the Continuing Directors to any liability to the holders of the Rights.



32









 





     Section 30. Benefits of this Agreement. Nothing in this Agreement shall be construed
to give to any Person other than the Company, the Rights Agent and the registered holders of the
Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Shares)
any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for
the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the
Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Shares).



     Section 31. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the contrary, if any
such term, provision, covenant or restriction is held by such court or authority to be invalid,
void or unenforceable and the Board of Directors of the Company determines in its good faith
judgment that severing the invalid language from this Agreement would adversely affect the purpose
or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be
reinstated and shall not expire until the close of business on the tenth Business Day following the
date of such determination by the Board of Directors. Without limiting the foregoing, if any
provision requiring a majority of the Board of Directors of the Company to be Continuing Directors
to act is held by any court of competent jurisdiction or other authority to be invalid, void or
unenforceable, such determination shall then be made by the Board of Directors of the Company in
accordance with applicable law and the Company’s Bye-laws.



     Section 32. Governing Law. This Agreement, each Right and each Rights Certificate
issued hereunder shall be deemed to be a contract made under the laws of Bermuda and for all
purposes shall be governed by and construed in accordance with the laws of Bermuda; provided,
however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall
be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts
applicable to contracts made and to be performed entirely within such Commonwealth.



     Section 33. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



     Section 34. Descriptive Headings. Descriptive headings of the several Sections of
this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



     Section 35. Force Majeure. Notwithstanding anything to the contrary contained
herein, neither the Rights Agent nor the Company shall be liable for any delays or failures in
performance resulting from acts beyond its reasonable control, including, without limitation, acts
of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties, war or civil
unrest.



33









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	COOPER INDUSTRIES, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ Kevin M. McDonald 
	 	By	 	/s/ Kirk S. Hachigian 
	 	 
	 

	 	Name:
	 	Kevin M. McDonald
	 	 	 	Name:
	 	Kirk S. Hachigian	 	 
	 

	 	Title:
	 	Senior Vice President,

General Counsel and Chief
Compliance Officer
	 	 	 	Title:
	 	Chairman, President and
 Chief
Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ John Piskadlo 
	 	By	 	/s/ Kevin Laurita 
	 	 
	 

	 	Name:
	 	John Piskadlo
	 	 	 	Name:
	 	Kevin Laurita	 	 
	 

	 	Title:
	 	Senior Relationship Manager
	 	 	 	Title:
	 	Managing Director	 	 







34









 





Exhibit A




CERTIFICATE OF DESIGNATION, PREFERENCES AND

RIGHTS OF SERIES A PARTICIPATING PREFERRED SHARES




of

COOPER INDUSTRIES, LTD



Pursuant to Section 1.D. of the Bye-laws of Cooper Industries, Ltd.,

a Bermuda company (the “Company”)



          I, Diane K. Schumacher, Senior Vice President and General Counsel of the Company, DO HEREBY
CERTIFY:




          That pursuant to the authority conferred upon the Board of Directors by Section 1.D. of the
Bye-laws of the Company, the Board of Directors of the Company on May 14, 2002, adopted the
following resolution creating a series of 2,500,000 Preferred Shares designated as “Series A
Participating Preferred Shares”:




          RESOLVED, that pursuant to the authority vested in the Board of Directors of this Company in
accordance with the provisions of its Bye-laws and Memorandum of Association, a series of Preferred
Shares of the Company be and it hereby is created, and that the designation and amount thereof and
the voting powers, designations, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:




          Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Participating Preferred Shares” and the number of shares constituting such series shall
initially be 2,500,000, par value US$.01 per share, such number of shares to be subject to increase
or decrease by action of the Board of Directors.




          Section 2. Dividends and Distributions.




          a. Subject to the prior and superior rights of the holders of any shares of any series of
Preferred Shares ranking prior and superior to the shares of Series A Participating Preferred
Shares with respect to dividends, the holders of shares of Series A Participating Preferred Shares
in preference to the holders of Class A Common Shares, par value US$.01 per share, of the Company
(the “Class A Common Shares”), the Class B Common Shares, par value US$.01 per share, of the
Company (the “Class B Common Shares”) and of any other junior shares shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally available therefor,
including capital surplus, quarterly dividends payable in cash on the first business day of
October, January, April and July in each year (each such date being referred to herein as a
“Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Participating Preferred Shares, in
an amount per share (rounded to the nearest cent) equal to the greater of (a) US$10.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions other than a

A-1









 








dividend payable in shares of Class A Common Shares or a subdivision of the outstanding shares of Class A
Common Shares (by reclassification or otherwise), declared on the Class A Common Shares since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A
Participating Preferred Shares. In the event the Company shall at any time (i) declare any
dividend on Class A Common Shares payable in Class A Common Shares, (ii) subdivide the outstanding
Class A Common Shares, or (iii) combine the outstanding Class A Common Shares into a smaller number
of shares, then in each such case the amount to which holders of Series A Participating Preferred
Shares were entitled immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of
Class A Common Shares outstanding immediately after such event and the denominator of which is the
number of Class A Common Shares that were outstanding immediately prior to such event.




          b. The Company shall declare a dividend or distribution on the Series A Participating
Preferred Shares as provided in paragraph (a) above concurrently with its declaration of a dividend
or distribution on the Class A Common Shares (other than a dividend payable in Class A Common
Shares); provided that, in the event no dividend or distribution shall have been declared on the
Class A Common Shares during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of US$10.00 per Series A Participating
Preferred Share shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.




          c. Dividends shall begin to accrue and be cumulative on outstanding Series A Participating
Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of Series A Participating Preferred Shares
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A
Participating Preferred Shares in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Participating Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record date shall be no more than
thirty (30) days prior to the date fixed for the payment thereof.




          Section 3. Voting Rights. The holders of Series A Participating Preferred Shares
shall have the following voting rights:




          a. Subject to the provision for adjustment hereinafter set forth, each Series A
Participating Preferred Share shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Company. In the event the Company shall at any time
(i) declare any dividend on Class A Common Shares payable in Class A Common Shares, (ii)




A-2









 







subdivide the outstanding Class A Common Shares, or (iii) combine the outstanding Class A Common Shares into
a smaller number of shares, then in each such case the number of votes per share to which holders
of Series A Participating Preferred Shares were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the number of Class A
Common Shares outstanding immediately after such event and the denominator of which is the number
of Class A Common Shares that were outstanding immediately prior to such event.




          b. Except as otherwise provided herein, in the Memorandum of Association or Bye-laws of
the Company or under applicable law, the holders of Series A Participating Preferred Shares and the
holders of Class A Common Shares shall vote together as one class on all matters submitted to a
vote of shareholders of the Company.




          c. If at any time dividends on any Series A Participating Preferred Shares shall be in
arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (a “default period”) that shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all Series A Participating Preferred Shares then outstanding
shall have been declared and paid or set apart for payment. During each default period, all
holders of Series A Participating Preferred Shares together with any other series of Preferred
Shares then entitled to such a vote under the terms of the Memorandum or Association and the
Bye-laws of the Company, voting as a separate class, shall be entitled to elect two members of the
Board of Directors of the Company.





	 	i.	 	During any default period, such voting right of the holders of
Preferred Shares may be exercised initially at a special general meeting called
pursuant to subparagraph (iii) of this Subsection 3(c) or at any annual general
meeting of shareholders, and thereafter at annual general meetings of
shareholders. The absence of a quorum of the holders of Class A Common Shares
or, to the extent applicable, Class B Common Shares, shall not affect the
exercise by the holders of Preferred Shares of such voting right. At any
meeting at which the holders of Preferred Shares shall exercise such voting
right initially during an existing default period, they shall have the right,
voting as a separate class, to elect Directors to fill such vacancies, if any,
in the Board of Directors as may then exist up to two (2) Directors, or if such
right is exercised at an annual general meeting, to elect two (2) Directors.
If the number that may be so elected at any special meeting does not amount to
the required number, the holders of the Preferred Shares shall have the right
to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Shares shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Shares as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A
Participating Preferred Shares.




A-3









 












	 	ii.	 	Unless the holders of Preferred Shares shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any shareholder or shareholders
owning in the aggregate not less than ten percent (10%) of the total number of
Preferred Shares outstanding, irrespective of series, may request, the calling
of a special general meeting of the holders of Preferred Shares, which meeting
shall thereupon be called by the Chairman, Deputy Chairman or President of the
Company. Notice of such meeting and of any annual meeting at which holders of
Preferred Shares are entitled to vote pursuant to this Section 3 (c)(iii) shall
be given to each holder of record of Preferred Shares by mailing a copy of such
notice to such holder at such holder’s last address as the same appears on the
books of the Company. Such meeting shall be called for a time not earlier than
10 days and not later than 60 days after such order or request. In the event
such meeting is not called within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder or shareholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Shares outstanding. Notwithstanding the provisions of this
Section 3 (c)(iii), no such special general meeting shall be called during the
period within 60 days immediately preceding the date fixed for the next annual
general meeting of the shareholders.
	 
	 	iii.	 	In any default period, the holders of Class A Common Shares and
other classes of shares of the Company, if applicable, shall continue to be
entitled to elect the whole number of Directors in accordance with the Bye-laws
of the Company until the holders of Preferred Shares shall have exercised their
right to elect two (2) Directors voting as a separate class, after the exercise
of which right (x) the Directors so elected by the holders of Preferred Shares
shall continue in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any vacancy in
the Board of Directors may (except as provided in Section 3(c)(ii)) be filled
by vote of a majority of the remaining Directors theretofore elected by the
class which elected the Director whose office shall have become vacant.
References in this Section 3(c)(iv) to Directors elected by a particular class
shall include Directors elected by such Directors to fill vacancies as provided
in clause (y) of the foregoing sentence.





          d. Immediately upon the expiration of a default period, (x) the right of the holders of
Preferred Shares, as a separate class, to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Preferred Shares, as a separate class, shall terminate, and (z)
the number of Directors shall be such number as may be provided for in, or pursuant to, the
Bye-laws irrespective of any increase made pursuant to the provisions of Section 3(c)(ii) (such
number being subject, however, to change thereafter in any manner provided by law or in the
Memorandum of Association or Bye-laws of the Company). Any vacancies in the Board of Directors
effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a
majority of the remaining Directors, provided that a quorum is present.




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          e. Except as set forth herein or as otherwise provided in the Memorandum of Association or
Bye-laws of the Company, holders of Series A Participating Preferred Shares shall have no special
voting rights and their consent shall not be required (except to the extent they are entitled to
vote with holders of Class A Common Shares as set forth herein) for taking any corporate action.




          Section 4. Restrictions 




          a. Whenever quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Shares as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on Series A Participating
Preferred Shares outstanding shall have been paid in full, the Company shall not:





          (1) declare or pay or set apart for payment any dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire, directly or indirectly, for
consideration any shares of any class of shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Participating Preferred Shares;




          (2) declare or pay dividends on or make any other distributions on any shares ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Participating Preferred Shares, except dividends paid ratably on the Series A
Participating Preferred Shares and all such parity shares on which dividends are payable or
in arrears in proportion to the total amounts to which the holders of all such shares are
then entitled; or




          (3) purchase or otherwise acquire for consideration any Series A Participating
Preferred Shares or any shares ranking on a parity with the Series A Participating Preferred
Shares, except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the respective series or
classes provided that the Company may at any time redeem, purchase or otherwise acquire any
such parity shares in exchange for any shares of the Company ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Participating
Preferred Shares.



          b. The Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of the Company unless the Company could, under paragraph (a)
of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.




          Section 5. Reacquired Shares. Any Series A Participating Preferred Shares purchased
or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued Preferred Shares and may be reissued as part of a new series of Preferred
Shares to be created by resolution or resolutions of the Board of Directors, subject to

A-5









 








the conditions and restrictions on issuance set forth herein.




          Section 6. Liquidation, Dissolution or Winding Up.




          a. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the
Company, no distribution shall be made to the holders of shares ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred
Shares unless, prior thereto, the holders of Series A Participating Preferred Shares shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the “Series A Liquidation
Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of Series A Participating Preferred Shares
unless, prior thereto, the holders of Class A Common Shares and Class B Common Shares shall have
received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
paragraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Class A Common Shares and Class B common Shares) (such number in clause (ii)
being hereinafter referred to as the “Adjustment Number”). Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding Series A Participating Preferred Shares and Class A Common Shares and Class B Common
Shares, respectively, holders of Series A Participating Preferred Shares and holders of Class A
Common Shares and Class B Common Shares shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such
Series A Participating Preferred Shares and Class A Common Shares and Class B Common Shares, on a
per share basis, respectively.




          b. If there are not sufficient assets available to permit payment in full of the Series
A Liquidation Preference and the liquidation preferences of all other series of Preferred Shares,
if any, which rank on a parity with the Series A Participating Preferred Shares then such remaining
assets shall be distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. If there are sufficient assets available to permit payment in
full of the Series A Liquidation Preference, but there are not sufficient assets available to
permit payment in full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Class A Common Shares and Class B Common Shares.




          c. If the Company shall at any time (i) declare any dividend on Class A Common Shares
payable in Class A Common Shares, (ii) subdivide the outstanding Class A Common Shares, or (iii)
combine the outstanding Class A Common Shares into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction, the numerator of which is the number of Common
Shares outstanding immediately after such event and the denominator of which is the number of
shares of Common Shares that were outstanding immediately prior to such event.




          Section 7. No Redemption. The shares of Series A Participating Preferred Shares
shall not be redeemable.




          Section 8. Ranking. The Series A Participating Preferred Shares shall rank

A-6









 








junior to all other series of the Company’s Preferred Shares as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide otherwise.




          Section 9. Amendment. The Bye-Laws of the Company shall not be further amended in any
manner which would materially alter or change the powers, preferences or special rights of the
Series A Participating Preferred Shares so as to affect them adversely without the affirmative vote
of the holders of two-thirds (2/3) or more of the outstanding shares of the Series A Participating
Preferred Shares, voting separately as a class.




          Section 10. Fractional Shares. Series A Participating Preferred Shares may be issued
in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional
shares, to exercise voting rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Participating Preferred Shares.




     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the
foregoing as true this [     ]th day of [               ], 2002.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Diane K. Schumacher 	 
	 	 	Title:  	Senior Vice President
and General Counsel 	 
	 




A-7









 





Exhibit B




Form of Rights Certificate




			
	 	 	 
	Certificate No. R—
	 	                     Rights







NOT EXERCISABLE AFTER AUGUST 1, 2017 OR EARLIER IF REDEEMED BY THE COMPANY. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT US$.01 PER RIGHT
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID
IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1



Rights Certificate




COOPER INDUSTRIES, LTD.



This certifies that                     , or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Amended and Restated Rights Agreement, dated as of                     ,
2007 (the “Rights Agreement”), between Cooper Industries, Ltd., a Bermuda company (the “Company”),
and Computershare Trust Company, N.A., (the “Rights Agent”), to purchase from the Company at any
time prior to 5:00 P.M. (New York, New York time) on August 1, 2017 at the office or offices of the
Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a
fully paid, nonassessable share of Series A Participating Preferred Shares (the “Preferred Shares”)
of the Company, at a purchase price of US$600 per one one-hundredth of a share (the “Purchase
Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to
Purchase and related Certificate duly executed. The Purchase Price shall be paid, at the election
of the holder, in cash or Class A Common Shares of
the Company having an equivalent value. The number of Rights evidenced by this Rights






 




			
	1	 	The portion of the legend in brackets shall be
inserted only if applicable and shall replace the preceding sentence.




B-1









 









Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price per share set forth above, are the number and Purchase Price as of the Amendment
Date based on the Preferred Shares in existence as of such date.




     Upon the occurrence of the Section 11(a)(ii) Event (as such term is defined in the Rights
Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of
a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of the Section 11(a)(ii) Event.



     As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred
Shares or other securities, which may be purchased upon the exercise of the Rights evidenced by
this Rights Certificate are subject to modification and adjustment upon the happening of certain
events, including Triggering Events.



     This Rights Certificate is subject to all of the terms, provisions and conditions of the
Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, which limitations of rights include the temporary suspension of the
exercisability of such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and
are also available upon written request to the Rights Agent.



     This Rights Certificate, with or without other Rights Certificates, upon surrender at the
principal office or offices of the Rights Agent designated for such purpose, may be exchanged for
another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one one-hundredths of a Preferred Share
as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have
entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.



     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
(a) may be redeemed by the Company at its option at a redemption price of US$.01 per Right or (b)
may be exchanged in whole or in part for Preferred Shares or the Company’s Class A Common Shares,
par value $0.01 per share.



     The Company is not required to issue fractional Preferred Shares upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment may be made, as provided in the
Rights Agreement.



B-2









 





     No holder of this Rights Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of Preferred Shares or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or, to receive notice of meetings or other actions affecting shareholders (except
as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.



     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



     WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.



Dated as of __________ ___, ___




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	COOPER INDUSTRIES, LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	 	 	 
	Secretary
	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Countersigned:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COMPUTERSHARE TRUST COMPANY, N.A.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signature	 	 	 	 	 	 






B-3









 






[Form of Reverse Side of Rights Certificate]




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)



FOR VALUE RECEIVED 




hereby sells, assigns and transfers unto 




 
(Please print name and address of transferee)



 
this Rights Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                                    Attorney, to transfer the within Rights
Certificate on the books of the within-named Company, with full power of substitution.




	 	 	 	 	 
	Dated: __________, ___

	 	 
Signature
	 	 
	 
	 	 	 	 
	Signature Guaranteed:
	 	 	 	 






Certificate




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) this Rights Certificate [   ] is [   ] is not being sold, assigned and transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and



     (2) after due inquiry and to the best knowledge of the undersigned, it [     ] did [     ] did
not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.



	 	 	 	 	 
	Dated: __________, ___
	 	 	 	 
	 

	 	 
Signature
	 	 
	 
	 	 	 	 
	Signature Guaranteed:
	 	 	 	 






B-4









 






NOTICE




          The signature to the foregoing Assignment and Certificate must correspond to the name as
written upon the face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.



B-5









 





FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to exercise

Rights represented by the Rights Certificate.)





			
	To:	 	COOPER INDUSTRIES, LTD.:





     The undersigned hereby irrevocably elects to exercise                      Rights represented by this
Rights Certificate to purchase the Preferred Shares issuable upon the exercise of the Rights (or
such other securities of the Company or of any other person which may be issuable upon the exercise
of the Rights) and requests that certificates for such shares be issued in the name of and
delivered to:



Please insert social security

or other identifying number




 
(Please print name and address)




 





          If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a
new Rights Certificate for the balance of such Rights shall be registered in the name of and
delivered to:




Please insert social security

or other identifying number




 
(Please print name and address)




 





	 	 	 	 	 
	Dated: _______________, ___

	 	
 
Signature
	 	 
	 
	 	 	 	 
	Signature Guaranteed:
	 	 	 	 






B-6









 






Certificate




     The undersigned hereby certifies by checking the appropriate boxes that:



          (1) the Rights evidenced by this Rights Certificate [   ] are [   ] are not being exercised by or
on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and




          (2) after due inquiry and to the best knowledge of the undersigned, it [   ] did [   ] did not
acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.



	 	 	 	 	 
	Dated: ____________

	 	
 
Signature
	 	 
	 
	 	 	 	 
	Signature Guaranteed:
	 	 	 	 






NOTICE




     The signature to the foregoing Election to Purchase and Certificate must correspond to the
name as written upon the face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.




B-7