First Amendment to Amended Directors' Retainer Fee Stock Plan

Exhibit 10.4

FIRST AMENDMENT TO
COOPER INDUSTRIES, LTD.
AMENDED AND RESTATED
DIRECTORS’ RETAINER FEE STOCK PLAN
(April 1, 2003 Restatement)

WHEREAS, the Company maintains the Cooper Industries, Ltd. Amended and Restated Directors’ Retainer Fee Stock Plan (the “Plan”); and

WHEREAS, the Company’s Board of Directors has approved amending the Plan provisions that define how to determine the fair market value of the Company’s stock for awards made under the Plan;

RESOLVED, effective as of February 14, 2007, Section 2.14 of the Plan is hereby amended in its entirety to read as follows:

“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 price as reported on the Stock Exchange for the preceding day on which sales of Common Stock were made.

Executed as of this 14^th day of February 2007.

COOPER INDUSTRIES, LTD.

By:		/s/ James P. Williams
		James P. Williams
		Senior Vice President
		Human Resources