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Table of Contents
 Section
    
    
    Page1.
    
    Certain Definitions
    
    
    22.
    
    Appointment of Rights Agent
    
    
    43.
    
    Issue of Rights Certificates
    
    
    54.
    
    Form of Rights Certificates
    
    
    65.
    
    Countersignature and Registration
    
    
    76.
    
    Transfer, Split Up, Combination and
Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates
    
    
    87.
    
    Exercise of Rights; Purchase Price; Expiration Date of Rights
    
    
    88.
    
    Cancellation and Destruction of Rights Certificates
    
    
    109.
    
    Reservation and Availability of Capital Stock
    
    
    1010.
    
    Preferred Shares Record Date
    
    
    1211.
    
    Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights
    
    
    1212.
    
    Certificate of Adjusted Purchase Price or Number of Shares
    
    
    1913.
    
    Consolidation, Merger or Sale or Transfer of Assets or Earning Power
    
    
    2014.
    
    Fractional Rights and Fractional Shares
    
    
    2215.
    
    Rights of Action
    
    
    2316.
    
    Agreement of Rights Holders
    
    
    2317.
    
    Rights Certificate Holder Not Deemed a Shareholder
    
    
    2418.
    
    Concerning the Rights Agent
    
    
    2419.
    
    Merger or Consolidation or Change of Name of Rights Agent
    
    
    2520.
    
    Duties of Rights Agent
    
    
    2521.
    
    Change of Rights Agent
    
    
    27
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Table of Contents (Continued)
 Section
    
    
    Page22.
    
    Issuance of New Rights Certificates
    
    
    2823.
    
    Redemption and Termination
    
    
    2824.
    
    Exchange
    
    
    2925.
    
    Notice of Certain Events
    
    
    3026.
    
    Notices
    
    
    3027.
    
    Supplements and Amendments
    
    
    3128.
    
    Successors
    
    
    3229.
    
    Determinations and Actions by the Board of Directors, etc
    
    
    3230.
    
    Benefits of this Agreement
    
    
    3331.
    
    Severability
    
    
    3332.
    
    Governing Law
    
    
    3333.
    
    Counterparts
    
    
    3334.
    
    Descriptive Headings
    
    
    3335.
    
    Force Majeure
    
    
    33Exhibit A  Certificate of Designation, Preferences and Rights of Series
A Participating Preferred Shares
    
    
    A-1Exhibit B  Form of Rights Certificate
    
    
    B-1
 ii




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WITNESSETH
         1




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Certain Definitions
     provided
  2




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provided
 provided
     3




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Appointment of Rights Agent
 4




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Issue of Rights Certificates
    5




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Form of Rights Certificates
   6




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Countersignature and Registration
   7




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Transfer, Split Up, Combination and Exchange of Rights Certificates;
Mutilated, Destroyed, Lost or Stolen Rights Certificates
   Exercise of Rights; Purchase Price; Expiration Date of Rights
  8




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9




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Cancellation and Destruction of Rights Certificates
 Reservation and Availability of Capital Stock
  10




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11




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Preferred Shares Record Date provided
 Adjustment of Purchase Price, Number and Kind of Shares or Number of
Rights
  12




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13




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provided
  14




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provided
 15




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16




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provided
     17




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provided
  18




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Certificate of Adjusted Purchase Price or Number of Shares
 19




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




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provided
    21




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Fractional Rights and Fractional Shares
   22




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Rights of Action
 Agreement of Rights Holders
   23




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provided
 Rights Certificate Holder Not Deemed a Shareholder
 Concerning the Rights Agent
   24




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Merger or Consolidation or Change of Name of Rights Agent
 provided
  Duties of Rights Agent
   25




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26




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Change of Rights Agen
 27




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Issuance of New Rights Certificates provided
 Redemption and Termination
   28




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Exchange
     29




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Notice of Certain Events
   Notices
 30




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Supplements and Amendments provided provided
 31




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provided
 Successors
 Determinations and Actions by the Board of Directors, etc
 32




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Benefits of this Agreement
 Severability provided
 Governing Law
 Counterparts
 Descriptive Headings
 Force Majeure
 33




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Attest:
    
    
    
    
    
    COOPER INDUSTRIES, LTD.By
    
    /s/ Kevin M. McDonald
    
    By
    
    /s/ Kirk S. HachigianName:
    
    Kevin M. McDonald
    
    
    
    Name:
    
    Kirk S. HachigianTitle:
    
    Senior Vice President,
General Counsel and Chief
Compliance Officer
    
    
    
    Title:
    
    Chairman, President and Chief
Executive OfficerAttest:
    
    
    
    
    
    COMPUTERSHARE TRUST COMPANY, N.A.By
    
    /s/ John Piskadlo
    
    By
    
    /s/ Kevin LauritaName:
    
    John Piskadlo
    
    
    
    Name:
    
    Kevin LauritaTitle:
    
    Senior Relationship Manager
    
    
    
    Title:
    
    Managing Director
 34




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Exhibit A
 
 
 
    Designation and Amount
 Dividends and Distributions
 A-1
          Voting Rights
  A-2




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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




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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.
 provided
 A-4




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Restrictions
      Reacquired Shares A-5
        Liquidation, Dissolution or Winding Up
    No Redemption
 Ranking A-6
        Amendment
 Fractional Shares
 th
 By:Name:
    Diane K. SchumacherTitle:
    Senior Vice President
and General Counsel A-7




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Exhibit B
  Certificate No. R
    
    Rights
 1
   
 
 1
    
    The portion of the legend in brackets shall be
inserted only if applicable and shall replace the preceding sentence. B-1




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B-2




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ATTEST:
    
    COOPER INDUSTRIES, LTD.BySecretary
    
    
    
    Name:Title:Countersigned:COMPUTERSHARE TRUST COMPANY, N.A.ByAuthorized Signature
 B-3




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FORM OF ASSIGNMENT
 
 
 
 
 
 Dated: __________, ___
    
    SignatureSignature Guaranteed:
 Certificate
    Dated: __________, ___SignatureSignature Guaranteed:
 B-4




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B-5




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FORM OF ELECTION TO PURCHASE
 
 To:
    
    COOPER INDUSTRIES, LTD.:
 
 
 
 
  
 
 
 Dated: _______________, ___
    
    SignatureSignature Guaranteed:
 B-6




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Dated: ____________
    
    SignatureSignature Guaranteed:
 NOTICE
  B-7