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AMENDED AND RESTATED
COOPER INDUSTRIES, LTD.
DIRECTORS STOCK PLAN
(Dated February 12, 2008)
 1.
    
    Purpose and Authorized Shares.
   2.
    
    Definitions. As used in the Plan:
 2.1
    
    Board means the Board of Directors of the Company.2.2
    
    For all purposes of the Plan, a Change in Control shall have occurred if any
of the following events shall occur:




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2.3
    
    Change in Control Price means the higher of (i) the Fair Market Value on the
date of determination of the Change in Control or (ii) the highest price per share
actually paid for the Common Stock in connection with the Change in Control of the
Company.2.4
    
    Common Stock means the Class A common shares, par value $0.01 a share, of the
Company.2.5
    
    Deferral Election shall have the meaning set forth in Section 5 hereof.
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2.6
    
    Deferred Shares shall have the meaning set forth in Section 5 hereof.2.7
    
    Deferred Share Account shall have the meaning set forth in Section 5 hereof.2.8
    
    Dividend Equivalents shall have the meaning set forth in Section 7 hereof.2.9
    
    Exchange Act means the Securities Exchange Act of 1934, as amended from time
to time.2.10
    
    Fair Market Value of a share of Common Stock, as of any date, means the
closing sales price of a share of Common Stock as reported on the Stock Exchange on the
applicable date, or if no sales of Common Stock were made on the Stock Exchange on that
date, the closing sale price as reported on the Stock Exchange for the preceding day on
which sales of Common Stock were made.2.11
    
    Grant Date shall mean the day on which the Annual Meeting of Shareholders
commences.2.12
    
    Participant means a member of the Board who is not an officer or employee of
the Company or any of its subsidiaries.2.13
    
    Restricted Stock Award shall have the meaning set forth in Section 4 hereof.2.14
    
    Restricted Stock Unit shall have the meaning set forth in Section 6 hereof.2.15
    
    Stock Award shall have the meaning set forth in Section 4 hereof.2.16
    
    Stock Exchange means the New York Stock Exchange, Inc. (NYSE) or, if the
Common Stock is no longer included on the NYSE, then such other market price reporting
system on which the Common Stock is traded or quoted.2.17
    
    Voting Stock means securities entitled to vote in an election of directors of
the Company.
 3.
    
    Administration.
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4.
    
    Award of Stock and Restricted Stock Units. Each Participant shall receive annually
on the Grant Date an award of Common Stock (a Stock Award) and Restricted Stock Units (a
Restricted Stock Award) with an aggregate Fair Market Value of $175,000, delivered in the
following proportion: the number of shares of Common Stock representing the Stock Award shall
have a Fair Market Value of $58,333 and the number of shares representing the Restricted Stock
Award shall have a Fair Market Value of $116,667. If the Stock Award is not subject to a
Deferral Election, cash shall be distributed to the Participant in lieu of fractional shares.
The Stock Award and Restricted Stock Award is for services to be provided by the Participant
as a Director from the Grant Date until the next Annual Meeting of the Shareholders. Any
Participant who is newly elected or appointed to the Board after the Grant Date shall receive,
on the first business day of the first quarter following his or her election or appointment as
a director, a pro rata award for the year he or she is elected or appointed. For example, if
the Company has five regular Board meetings during the year, the pro rata award to a newly
elected or appointed Participant would be as follows:
     A Participant shall not be required to make any payment for any shares or Restricted Stock
Units delivered under this Section 4, other than services rendered as a Director. Upon
delivery of shares of Common Stock, the recipient shall have the entire beneficial ownership
interest in, and all rights and privileges of an owner as to those shares, including the
right to vote the shares and to receive dividends thereon.
 5.
    
    Deferral Election.
  4




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6.
    
    Restricted Stock Units.
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7.
    
    Dividend Equivalents. Deferred Shares and Restricted Stock Units shall be credited
with an amount equal to the dividends that would have been paid on an equal number of
outstanding shares of Common Stock (Dividend Equivalents). Dividend Equivalents shall be
credited (i) as of the payment date of such dividends, and (ii) only with respect to Deferred
Shares and Restricted Stock Units credited to such Participant prior to the record date of the
dividend. When credited, Dividend Equivalents shall be converted into an additional number of
Deferred Shares or Restricted Stock Units, as applicable, as of the payment date of the
dividend, based on the Fair Market Value on such payment date. Such Deferred Shares or
Restricted Stock Units shall thereafter be treated in the same manner as any other Deferred
Shares or Restricted Stock Units, respectively, under the Plan.8.
    
    Rights as a Shareholder. Except as otherwise expressly provided herein with respect
to Dividend Equivalents, a Participant shall have no rights as a shareholder of the Company
with respect to any Deferred Shares or Restricted Stock Units until he or she becomes the
holder of record of such shares.9.
    
    Vesting. A Participant shall be 100% vested in his or her Deferred Share Account at
all times. A Participant shall be vested in his or her Restricted Stock Units as provided in
Section 6.1 hereof.10.
    
    Award of Stock Options. The Board may also approve granting Participants awards in
the form of a nonqualified option to purchase shares of Common Stock upon the terms and
conditions set forth in this Plan.11.
    
    Terms and Conditions of Options.
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12.
    
    Changes in Common Stock. In the event of any change in the number of outstanding
shares by reason of any stock dividend, stock split, recapitalization, merger, consolidation,
exchange of shares or other similar corporate change, the following shall be adjusted
appropriately to reflect such change: (i) the number of shares available for issuance under
the Plan; (ii) the number of shares and Restricted Stock Units awarded pursuant to Section 4;
(iii) the number of shares credited to a Deferred Share Account pursuant to Section 5; (iv)
the number of Restricted Stock Units credited to a Participants account pursuant to Section
6; (v) the number of shares granted in each option pursuant to Section 10; (vi) the number of
shares subject to outstanding options; and (vii) the option exercise price per share.13.
    
    Change in Control. In the event of a Change in Control, all outstanding options
shall vest automatically, all outstanding options shall be canceled and the Company shall make
a payment in cash to each Participant with an outstanding option, within 10 days after the
effective date of the Change in Control, in an amount equal to the excess of the Change in
Control Price over the option exercise price times the number of shares subject to the
outstanding options. Upon a Change in Control, all Deferred Shares, to the extent credited
prior to the Change in Control, shall be issued immediately, or if the Common Stock is no
longer trading on the Stock Exchange, shall be paid immediately in cash. Upon a Change in
Control, all Restricted Stock Units shall be converted into unrestricted shares of
Common Stock and issued immediately, or if the Common Stock is no longer trading on the
Stock Exchange, shall be paid immediately in cash. For purposes of this Section 13,
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the
cash equivalent value of a Deferred Share or a Restricted Stock Unit shall be the Change in
Control Price. Notwithstanding the foregoing, (i) at the Companys option, the Company may
issue shares in lieu of making a cash payment with respect to outstanding stock options if
the payment of cash would have the adverse effect of preventing a pooling of interest
transaction that was approved by the Board of Directors, or (ii) in the event of a corporate
merger, consolidation, exchange of shares or other similar corporate change, the Board of
Directors shall be authorized to issue or assume stock options by means of a substitution of
new options for previously issued options or an assumption of previously issued options.14.
    
    Amendment and Termination. The Board may, from time to time, amend or terminate the
Plan; provided, however, that no amendment or termination shall adversely affect the rights of
any Participant without his or her consent with respect to outstanding options, and no
amendment shall be effective prior to approval by the Companys shareholders to the extent
such approval is then required pursuant to applicable stock exchange rules or SEC regulations,
including Rule 16b-3 under the Exchange Act in order to preserve the exemptions provided by
Rule 16b-3. In addition, the provisions of this Plan that determine the amount, price or
timing of awards shall not be amended more than once every six months (other than as may be
necessary to conform to any applicable changes in the Internal Revenue Code of 1986, as
amended or the rules thereunder), unless such amendment is consistent with Rule 16b-3.15.
    
    Effective Date. This Plan, as amended and restated as of February 12, 2008, shall be
effective as of such date and shall continue until April 30, 2016. After termination of the
Plan, no future awards may be granted but previously outstanding awards shall remain
outstanding in accordance with their applicable terms and conditions and the terms and
conditions of the Plan.16.
    
    Interpretation. It is the intent of the Company that this Plan satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 under the
Exchange Act so that Participants will be entitled to the benefits of Rule 16b-3 or other
exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable
liability thereunder. Any contrary interpretation shall be avoided.17.
    
    Government and Other Regulations. The obligations of the Company to deliver shares
under the Plan shall be subject to all applicable laws, rules and regulations and such
approvals by any government agency as may be required, including, without limitation,
compliance with the Securities Act of 1933, as amended.18.
    
    No Right to Continue as a Director. Nothing contained in this Plan shall be deemed
to confer upon any Participant any right to continue as a Director of the Company.19.
    
    Governing Law. To the extent that Federal laws do not otherwise control, the Plan
and all determinations made and actions taken pursuant thereto, shall be governed by the laws
of the State of Texas.
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