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                                                                   EXHIBIT 10.2




                             COOPER INDUSTRIES, INC.

                               DIRECTORS DEFERRED

                                COMPENSATION PLAN



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                             COOPER INDUSTRIES, INC.

                               DIRECTORS DEFERRED

                                COMPENSATION PLAN


     WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the "Company")
has heretofore established a deferred compensation program, known as the
Directors Compensation Deferral Plan, for certain of the members of its Board of
Directors who wish to defer all, or a portion of, the fees payable for services
as a member of such Board of Directors; and

     WHEREAS, the Company now desires to restate the aforementioned program to
be known as the Cooper Industries, Inc. Directors Deferred Compensation Plan
(hereinafter referred to as the "Plan");

     NOW, THEREFORE, effective as of January 1, 1987, the Plan is amended and
restated as hereinafter set forth.

                                    ARTICLE I

                                   DEFINITIONS

     1.1 DEFINITIONS. Except as otherwise required by the context, the terms
used in the Plan shall have the meaning hereinafter set forth.

     (a) BENEFICIARY. The term "BENEFICIARY" shall mean the person who, in
accordance with the provisions of Article V, shall be entitled to receive a
distribution of a Participant's interest, or portion thereof, under the Plan in
the event a Participant dies prior to receiving distribution of his entire
interest.

     (b) BOARD. The term "BOARD" shall mean the Board of Directors of Cooper
Industries, Inc.

     (c) CODE. The term "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time. Reference to a section of the Code shall include such
section and any comparable section or sections of any future legislation that
amends, supplements, or supersedes such section.

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     (d) COMPANY. The term "COMPANY" shall mean Cooper Industries, Inc., an Ohio
corporation, its corporate successors, and the surviving corporation resulting
from any merger of Cooper Industries, Inc. with any other corporation or
corporations.

     (e) COMPENSATION. The term "COMPENSATION" shall mean the total fees payable
to a Director during a calendar year from the Company for services as a
Director.

     (f) COOPER DEFERRAL PLAN. The term "COOPER DEFERRAL PLAN" shall mean the
Cooper Industries, Inc. Management Incentive Compensation Deferral Plan, as
amended from time to time.

     (g) DEFERRED ACCOUNT. The term "DEFERRED ACCOUNT" shall mean the account
established pursuant to Article III to which a Participant's deferred
Compensation and interest deemed to be earned thereon are credited.

     (h) DIRECTOR. The term "DIRECTOR" shall mean any member of the Board.

     (i) PARTICIPANT. The term "PARTICIPANT" shall mean any eligible Director
who participates in the Plan pursuant to Article II of the Plan.

     (j) PLAN. The term "PLAN" shall mean the Cooper Industries, Inc. Directors
Deferred Compensation Plan as herein set forth.

     (k) SECRETARY. The term "SECRETARY" shall mean the Secretary of the
Company.

     1.2 CONSTRUCTION. Where necessary or appropriate to the meaning hereof, the
singular shall be deemed to include the plural, the plural to include the
singular, the masculine to include the feminine, and the feminine to include the
masculine.

                                   ARTICLE II

                       ELIGIBILITY FOR PLAN PARTICIPATION

     Any Director who is not an employee of the Company or a related corporation
shall become a Participant as of the date he first files a written election, on
a form prescribed by the Secretary, which contains:

     (a) his authorization to reduce and defer his Compensation by a specific
percentage or amount;

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     (b) the date on which any amounts so reduced and deferred, along with
interest earned thereon pursuant to the provisions of Article III, shall
commence to be paid; and

     (c) the manner in which any such deferred amounts with interest shall be
paid to the Participant or a Beneficiary.

     A Participant may change or terminate his election to defer Compensation by
written notice delivered to the Secretary. Such change or termination shall
become effective as of the end of the calendar year in which notice of
termination is given with respect to Compensation for subsequent calendar years.
Amounts credited to the Deferred Account of a Participant prior to the effective
date of change or termination shall not be affected thereby and shall be paid in
accordance with the provisions of Article IV.

                                   ARTICLE III

                          DEFERRED ACCOUNTS AND AMOUNT

                                OF PLAN BENEFITS

     Except as specified in Section 8.3, Compensation deferred at the election
of a Participant shall be held in the general funds of the Company and shall be
credited to a separate Deferred Account established in the name of such
Participant. The funds represented by the Deferred Account of a Participant
shall be deemed to earn interest in the manner and rate set forth in the Cooper
Deferral Plan. The Plan benefit payable to a Participant shall be equal to the
amount credited to such Participant's Deferred Account.

                                   ARTICLE IV

                            PAYMENT OF PLAN BENEFITS

     The benefit set forth in Article III and payable under the Plan shall be
distributed to a Participant in accordance with the terms of his current
election form on file with the Secretary

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pursuant to the provisions of Article II. In the event a Participant dies prior
to distribution of his entire Plan benefit, his remaining interest under the
Plan shall be distributed to his Beneficiary.

                                    ARTICLE V

                                  BENEFICIARIES

     5.1 DESIGNATION OF BENEFICIARY. A Participant may designate a Beneficiary
to whom distribution shall be made hereunder in the event such Participant dies
before his interest is distributed to him in full. Any such designation or
change of designation shall be made in writing in the form prescribed by the
Secretary and shall become effective only when filed by the Participant with the
Secretary; provided, however, that any such designation or change of designation
which is received by the Secretary after the death of the Participant or former
Participant shall be disregarded.

     5.2 BENEFICIARY IN ABSENCE OF A DESIGNATED BENEFICIARY. In the event that
either no Beneficiary has been designated or no Beneficiary survives such
Participant or former Participant, then the Beneficiary shall be the estate of
such Participant. If any Beneficiary designated pursuant to Section 5.1 dies
after becoming entitled to receive distributions hereunder and before such
distributions are made in full, and if no other person or persons have been
designated to receive the balance of such distributions upon the happening of
such contingency, the estate of such deceased Beneficiary shall become the
Beneficiary as to such balance.

                                   ARTICLE VI

                            ADMINISTRATIVE PROVISIONS

     6.1 ADMINISTRATION. The Plan shall be administered by the Secretary as an
unfunded plan that is not intended to meet the qualification requirements of
Section 401 of the Code.

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     6.2 POWERS AND AUTHORITIES OF THE SECRETARY. The Secretary shall have full
power and authority to interpret, construe and administer the Plan and such
interpretations, construction, and actions, including the timing, form, amount,
or recipient of any payment to be made hereunder, shall be binding and
conclusive on all persons for all purposes. The Secretary may delegate any of
his powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by him and may employ such attorneys, agents, and accountants as he may deem
necessary or advisable to assist him in carrying out his duties hereunder. The
Secretary shall not be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the Plan unless
attributable to his own willful misconduct or lack of good faith.

     6.3 INDEMNIFICATION. In addition to whatever rights of indemnification the
Secretary or any other person or persons to whom any power, authority, or
responsibility is delegated under the Plan, may be entitled under the articles
of incorporation, regulations, or by-laws of the Company, under any provision of
law, or under any other agreement, the Company shall satisfy any liability
actually and reasonably incurred by the Secretary or such other person or
persons, including expenses, attorneys' fees, judgments, fines, and amounts paid
in settlement, in connection with any threatened, pending, or completed action,
suit, or proceeding which is related to the exercise or failure to exercise by
the Secretary or such other person or persons of any of the powers, authority,
responsibilities, or discretion under the Plan.


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                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

     The Company reserves the right to amend or terminate the Plan at any time;
provided, however, that no such action shall adversely affect any Participant
who is receiving retirement benefits under the Plan or who has accrued a benefit
under the Plan, unless an equivalent benefit is otherwise provided under another
plan or program sponsored by the Company.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1 NON-ALIENATION OF RIGHTS OR BENEFITS. No benefit under the Plan shall
at any time be subject in any manner to alienation or encumbrance. If any
Participant or Beneficiary shall attempt to, or shall, alienate or in any way
encumber his benefits under the Plan, or any part thereof, or if by reason of
his bankruptcy or other event happening at any time any such benefits would
otherwise be received by anyone else or would not be enjoyed by him, his
interest in all such benefits shall automatically terminate and the same shall
be held or applied to or for the benefit of such person, his spouse, children,
or other dependents as the Secretary may select.

     8.2 PAYMENT OF BENEFITS TO OTHERS. If any Participant or Beneficiary to
whom a Plan benefit is payable is unable to care for his affairs because of
illness or accident, any payment due (unless prior claim therefor shall have
been made by a duly qualified guardian or other legal representative) may be
paid to the spouse, parent, brother, or sister, or any other individual deemed
by the Secretary to be maintaining or responsible for the maintenance of such
person. Any payment made in accordance with the provisions of this Section 8.2
shall be a complete discharge of any liability of the Plan with respect to the
retirement benefit so paid.

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     8.3 FUNDING. In order to provide a source of payment for its obligations
under the Plan, the Company may establish a trust fund. Subject to the
provisions of the trust agreement governing such trust fund, however, the
obligation of the Company under the Plan to provide a Participant or a
Beneficiary with a benefit shall constitute the unsecured promise of the Company
to make payments as provided herein, and no person shall have any interest in,
or a lien or prior claim upon, any property of the Employer.

     8.4 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event
be construed as giving any person, firm, or corporation any legal or equitable
right as against the Company, its officers, employees, or Directors, except any
such rights as are specifically provided for in the Plan or are hereafter
created in accordance with the terms and provisions of the Plan.

     8.5 SEVERABILITY. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

     8.6 GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.


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EXECUTED at                                    , this                 day of

                            , 1987.

                                            COOPER INDUSTRIES, INC.

                                            By
                                              ---------------------------------
                                              Title:


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