0000950129-05-004948 Sample Contracts

MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • May 9th, 2005 • Cooper Industries LTD • Electric lighting & wiring equipment • Ohio

THIS AGREEMENT, dated as of January 1, 2005 is made by and between Cooper Industries, Ltd., a Bermuda corporation (“Cooper”), Cooper US, Inc., a Delaware corporation (the “Company”), and _____ (the “Executive”).

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Cooper US, Inc. Executive Stock Incentive Agreement
Stock Incentive Agreement • May 9th, 2005 • Cooper Industries LTD • Electric lighting & wiring equipment

This Agreement is made as of the 8th day of February 2005 between Cooper US, Inc., a Delaware corporation, having its principal place of business in Houston, Texas (the “Company”) and , an Executive of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries Stock Incentive Plan (the “Plan”), unless otherwise defined in this Agreement.

Cooper Industries, LLC Cooper Industries, Ltd. and JPMorgan Chase Bank as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of January 1, 2005 DEBENTURES Supplement to Indenture dated as of January 15, 1990 As Amended by the First Supplemental Indenture...
Fourth Supplemental Indenture • May 9th, 2005 • Cooper Industries LTD • Electric lighting & wiring equipment • New York

This FOURTH SUPPLEMENTAL INDENTURE, dated as of January 1, 2005 (“Supplemental Indenture”), is made and entered into between Cooper Industries, LLC, a Delaware limited liability company, having its principal office at 600 Travis, Suite 5800, Houston, Texas 77002, Cooper Industries, Ltd., a Bermuda company, having its principal office at 600 Travis, Suite 5800, Houston, Texas 77002 (the “Guarantor”) and JPMorgan Chase Bank, a New York banking corporation, as Trustee (the “Trustee”).

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