First Amendment to Cooper Industries, Ltd. Amended and Restated Directors’ Retainer Fee Stock Plan (November 4, 2008 Restatement)

Summary

This amendment, effective February 9, 2009, modifies the Cooper Industries, Ltd. Directors’ Retainer Fee Stock Plan. It eliminates the option for directors to defer income related to shares of common stock payable after January 2, 2009. The amendment was approved by the company’s Board of Directors and signed by the Senior Vice President of Human Resources.

EX-10.4 5 h66613exv10w4.htm EX-10.4 exv10w4

EXHIBIT 10.4

FIRST AMENDMENT TO
COOPER INDUSTRIES, LTD.
AMENDED AND RESTATED
DIRECTORS’ RETAINER FEE STOCK PLAN
(November 4, 2008 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 to eliminate income deferrals under the Plan;

RESOLVED, effective as of February 9, 2009, Section 7 of the Plan is hereby amended by adding the following sentence at the end of the first paragraph of such section:

Notwithstanding any other provision of this Plan, no Deferral Election may be made with respect to any shares of Common Stock that would otherwise be payable to such Director after January 2, 2009, in the absence of such Deferral Election.

COOPER INDUSTRIES, LTD.


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