<PAGE>   1
                                                                    Exhibit 10.9

                             COOPER INDUSTRIES, INC.

                             1986 STOCK OPTION PLAN

         1. Purpose of Plan. The purpose of this Plan is to advance the
interests of Cooper Industries, Inc. (the "Company") and its shareholders by
providing a means whereby key employees of the Company and its subsidiaries may
be furnished with an additional incentive by being given an opportunity to
purchase shares of the Company's common stock, par value $5.00 per share
(hereinafter called "shares") pursuant to options granted under this Plan to the
end that the Company may retain present personnel upon whose judgment,
initiative, and efforts the successful conduct and development of the business
of the Company largely depends, and the Company may attract new personnel. The
options granted under this Plan may be either "nonstatutory" options or options
which are intended to qualify as "incentive stock options" under Section 422A of
the Internal Revenue Code of 1954, as amended (the "Code"), or any successor
provision.

         2. Shares Subject to the Plan. The aggregate number of shares of the
Company for which options may be granted under this Plan shall be 6,600,000*;
provided, however, that the number of shares reserved for issuance pursuant to
this Plan at the time of any stock split, stock dividend or other change in the
Company's capitalization shall be appropriately adjusted to reflect such stock
dividend, stock split or other change in capitalization. Shares shall be made
available from authorized but unissued or reacquired shares of the Company. Any
shares for which an option is granted hereunder that are released from such
option shall be available for other options to be granted under this Plan.

         3. Administration of the Plan. This Plan shall be administered by a
committee of the Board of Directors (the "Committee") consisting of not less
than three directors of the Company who shall be appointed by the Board of
Directors to serve as the Committee at the pleasure of the Board of Directors.
No member of the Committee at the time he exercises discretion in administering
this Plan shall be eligible or shall have been eligible at any time within one
year prior thereto to be allocated stock or to be granted stock options or stock
appreciation rights under this Plan or any other plan of the Company or any of
its affiliates. Any action taken by a majority of the Committee at a meeting or
by a writing signed by all of its members shall constitute action of the
Committee. Subject to the express provisions of this Plan, the Committee shall
have conclusive Authority to construe and interpret this Plan and any stock
option agreement entered into thereunder and establish, amend, and rescind rules
and regulations for its administration and shall have such additional authority
as the Board of Directors may from time to time determine to be necessary or
desirable.

         4. Granting of Options. The Committee from time to time shall designate
from among the full-time key employees of the Company or of a subsidiary
corporation (as defined in

*As adjusted for 2 for 1 stock split and increase in Plan shares.

<PAGE>   2



Section 425 of the Code) those employees to whom options shall be granted under
this Plan, the types of options - whether nonstatutory or incentive or both -
and the number of shares which shall be subject to each option so granted. The
Committee also may authorize the granting of options to prospective employees.
In the case of a prospective employee, grant of the option shall be upon the
condition of employment by the Corporation or a subsidiary in a key position,
and the date of the grant of the option shall be the date such employment begins
or such later date as the Committee may have specified when authorizing the
grant. All actions of the Committee under this Paragraph shall be conclusive;
provided, however, the aggregate fair market value (determined as of the date
the option is granted) of the stock with respect to which incentive stock
options become exercisable for the first time by an employee during any calendar
year (under all incentive stock option plans) shall not exceed $100,000.

         5. Option Period. No option granted under this Plan shall be exercised
later than five (5) years from the date of grant.

         6. Option Price. The option price shall be fixed by the Committee and
set forth in the option agreement, and shall not be less than the fair market
value of the optioned shares on the date the option is granted, which shall be
the date on which the Committee acts on the granting of an option or such later
date as the Committee may specify. The option agreement may provide for the
option price to be payable in cash or previously acquired shares or a
combination of cash and shares and may set forth the method of valuing the
Company's shares for such purpose.

         7. Option Agreement. The option agreement in which option rights are
granted to an employee shall be in the applicable form approved by the Committee
and shall be signed on behalf of the Company by an officer of the Company
designated by the Committee for this purpose and shall be dated as of the date
of grant of the option. No option shall be transferable by the optionee except
by will or the laws of descent and distribution, and options may be exercised
during the employee's lifetime only by him.

         8. Reorganization and Changes in Control. If (i) the Company is to be
merged into or consolidated with one or more corporations and the Company is not
to be the surviving corporation, (ii) the Company is to be dissolved and
liquidated, (iii) substantially all of the assets and business of the Company
are to be sold, or (iv) there occurs a "change in control" of the Company, then
the Committee may, in its sole discretion, with respect to any or all options
then outstanding under this Plan both (a) at any time on or prior to the
effective date of such merger, consolidation, dissolution and liquidation, or
sale, and, at any time on or after a change in control cause the option or any
portion thereof to become exercisable forthwith in full regardless of any
provisions in the option concerning vesting and (b) at any time during the
20-day period ending on the effective date of such merger, consolidation,
dissolution or sale, or during the 20-day period beginning on the date of a
change in control or, if later, the date the Company has notice thereof, cancel
any option in whole or in part by payment in cash to the optionee of an amount
equal to the excess, but only if the amount is positive, of the fair market
value of the Company's Common Stock on the date of said cancellation over the
option price per share times the number of shares covered by the option or
portion thereof so cancelled. For purposes hereof, a "change in control of the
Company" shall be deemed to have occurred if (i) any "person", as such term is


<PAGE>   3


used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act") is or becomes the "beneficial owner" (as such term is used
in Rule 13d-3 issued under the Exchange Act), of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least three-fourths thereof
unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period. In the event that a change in control results in there being fewer than
three members of the Committee who were members prior to the change, members of
the Board of Directors who were members prior to the change and meet the
requirements of the Committee membership set forth in Paragraph 3 shall
automatically be alternate members of the Committee to act under this Paragraph
8, and if there are not three such persons, then acceleration of vesting of
options as contemplated herein shall occur automatically.

         9. Amendment and Termination of Plan. The Company, by action of its
Board of Directors, reserves the right at any time to amend, modify, suspend, or
terminate this Plan, or by action of the Committee with the consent of the
employee to amend, modify or terminate any outstanding option agreement except
that the Company may not, without further shareholder approval, materially
increase the total number of shares for which options may be granted under this
Plan (except increases attributable to the adjustments authorized in Paragraph 2
hereof), materially modify the requirements as to eligibility for participation
in this Plan, or materially increase the benefits accruing to participants under
this Plan.

         10. Effective Date of Plan. This Plan shall be effective upon its
adoption by the Board of Directors. This Plan shall be submitted to the
shareholders of the Company for approval within 12 months after its adoption by
the Board of Directors and, if this Plan shall not be approved by the
shareholders within said period, the Plan shall be void and of no effect. Any
options granted under this Plan prior to the date of approval by the
shareholders shall be void if such shareholder approval is not obtained.

         11. Expiration of Plan. Options may be granted under this Plan at any
time prior to February 18, 1996, on which date this Plan shall expire but
without affecting any options then outstanding.