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                                                                     Exhibit 4.2


                          AMENDMENT TO RIGHTS AGREEMENT


1.    General Background. In accordance with Section 26 of the Rights Agreement
      between First Chicago Trust Company of New York (the "Rights Agent") and
      Cooper Industries, Inc. dated August 5, 1997 (the "Agreement"), EquiServe
      Trust Company, N.A., as successor to the Rights Agent and Cooper
      Industries, Inc. desire to amend the Agreement.

2.    Effectiveness. This Amendment shall be effective as of November 1, 2001
      (the "Amendment") and all defined terms and definitions in the Agreement
      shall be the same in the Amendment except as specifically revised by the
      Amendment.

3.    Revision. The Section in the Agreement entitled "Change of Rights Agent"
      is hereby deleted in its entirety and replaced with the following:

            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 Stock and Preferred Stock 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 Stock
      and Preferred Stock by registered or certified mail, and to the holders of
      the Rights Certificates by first-class mail. 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
      corporation 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 Stock and Preferred Stock, and mail a notice
      thereof in writing to the registered holders of the Rights Certificates.
      Failure to give any notice provided for in this 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.

4.    Except as amended hereby, the Agreement and all Schedules thereto shall
      remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 1 day of November, 2001.


COOPER INDUSTRIES, INC.               EQUISERVE TRUST COMPANY, N.A.



 /s/ Terrance V. Helz                  /s/ Thomas A. Ferrari
--------------------------------      -----------------------------------
By: Terrance V. Helz                  By: Thomas A. Ferrari
Title: Associate General Counsel      Title: Senior Managing Director
       and Secretary