S-3ASR

As filed with the Securities and Exchange Commission on November 8, 2010

     Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Cooper Industries plc

(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of incorporation or organization)

98-0632292
(IRS. Employer Identification No.)

CO-REGISTRANTS

Cooper B-Line, Inc.	Delaware	76-0638615
Cooper Bussmann, LLC	Delaware	76-0554116
Cooper Crouse-Hinds, LLC	Delaware	20-1288146
Cooper Industries, Ltd.	Bermuda	98-0355628
Cooper Lighting, LLC	Delaware	76-0554120
Cooper Power Systems, LLC	Delaware	76-0253330
Cooper Wiring Devices, Inc.	New York	11-0701510
Cooper US, Inc.	Delaware	20-1686977
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Cooper Industries plc 5 Fitzwilliam Square Dublin 2, Ireland 353-1-6618770	Cooper B-Line, Inc. 509 West Monroe Street Highland, IL 62249 (618)654-5907	Cooper Bussmann, LLC 114 Old State Road Ellisville, MO 63021 (636)394-2877	Cooper Crouse-Hinds, LLC Wolf & 7 North Streets Syracuse, NY 13221 (315) 477-7000
Cooper Industries, Ltd. 600 Travis Houston, TX 77002 (713) 209-8400	Cooper Lighting, LLC 1121 Highway 74 South Peachtree City, GA 30269 (770) 486-4800	Cooper Power Systems, LLC 2300 Badger Drive Waukesha, WI 53188 (262) 896-2400	Cooper Wiring Devices, Inc. 203 Cooper Circle Peachtree City, GA 30269 (770) 631-2100

Cooper US, Inc.
600 Travis
Houston, TX 77002
(713) 209-8400
(Addresses, including zip code, and telephone numbers, including area code, of’ registrants’ principal executive offices)

Terrance V. Helz, Esq.	Copy to:
Associate General Counsel and Secretary Cooper Industries plc 600 Travis, Suite 5600 Houston, TX 77002 (713) 209-8400	John J. Kelley III, Esq. King & Spalding LLP 1180 Peachtree Street Atlanta, GA 30309 (404) 572-4600

(Name, address, including zip code, and telephone number, including are code, of agent for service)

     Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, subject to market conditions and other factors.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 467(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

	Amount to be Registered / Proposed
	Maximum Offering Price per Unit /
Title of Each Class of	Proposed Maximum Aggregate Offering
Securities to be Registered	Price /Amount of Registration Fee (3)
Ordinary shares, $0.01 par value, of Cooper Industries plc (1)
Preferred shares, $0.01 par value, of Cooper Industries plc
Depositary shares, representing preferred shares of Cooper Industries plc
Warrants of Cooper Industries plc
Share purchase contracts of Cooper Industries plc
Share purchase units of Cooper Industries plc
Debt securities of Cooper US, Inc.
Guarantees (2)

(1)	Preferred share purchase rights initially are attached to and trade with the ordinary shares. One right will be issued with each ordinary share. Value attributable to such rights, if any, is reflected in the market price of the ordinary shares.
(2)	Cooper Industries plc will, and each co-registrant other than Cooper US. Inc. may, guarantee on an unsecured basis the debt securities of Cooper US. Inc. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered.
(3)	An indeterminate initial offering price or principal amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.

PROSPECTUS

Cooper Industries plc

Ordinary Shares
Preferred Shares
Depositary Shares
Warrants
Share Purchase Contracts
Share Purchase Units

Cooper US, Inc.

Debt Securities

Guaranteed by Cooper Industries plc and specified principal subsidiaries

     Cooper Industries plc and Cooper US, Inc., a subsidiary of Cooper Industries plc, will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any of these securities.

     Cooper Industries plc’s ordinary shares are traded on the New York Stock Exchange, or NYSE, under the symbol “CBE.”

     We may offer and sell these securities to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchasers, on a continuous or delayed basis.

     You should carefully consider the information under the heading “Risk Factors” in the applicable prospectus supplement or the documents incorporated by reference before considering an investment in any securities.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 8, 2010.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		2
ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS		3
ABOUT COOPER INDUSTRIES PLC		4
ABOUT COOPER US, INC.		5
USE OF PROCEEDS		6
RATIO OF EARNINGS TO FIXED CHARGES OF COOPER PARENT		6
DESCRIPTION OF COOPER PARENT SHARE CAPITAL		7
DESCRIPTION OF DEPOSITARY SHARES		28
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES		31
DESCRIPTION OF WARRANTS		44
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		45
PLAN OF DISTRIBUTION		46
LEGAL MATTERS		47
EXPERTS		47
EX-4.1
EX-5.1
EX-5.2
EX-23.1
EX-24.2
EX-25.1

     You should rely only on the information incorporated by reference or contained in this prospectus or any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained in or incorporated by reference into this prospectus is accurate as of any date after the date on the front cover of this prospectus or the date of the document incorporated by reference, as applicable. Our business, financial condition, results of operations and prospects may have changed since that date.

ABOUT THIS PROSPECTUS

     This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC. By using a shelf registration statement, Cooper Industries plc and Cooper US, Inc. may sell, at any time and from time to time, in one or more offerings, the securities described in this prospectus. As allowed by the SEC’s rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, and this prospectus is qualified in its entirety by such other information. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

     Unless the context requires otherwise, references to “we,” “us” or “our” refer collectively to Cooper Industries plc (an Irish company) and its consolidated subsidiaries, including Cooper US, Inc. “Cooper Parent” refers only to Cooper Industries plc and not to any of its subsidiaries or affiliates and “Cooper US” refers only to Cooper US, Inc. and not to its parent or any of its subsidiaries or affiliates. The terms “Guarantor” and “Guarantors” refer to Cooper Parent and, to the extent any of its subsidiaries is identified under “Description of Debt Securities — Guarantees” or in a prospectus supplement, such subsidiaries.

CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the documents that we incorporate by reference contain certain statements that we believe may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We generally indicate these statements by words or phrases such as “anticipate,” “estimate,’ “plan,” “expect,” “believe,” “intend,” “foresee” and similar words or phrases. Forward-looking statements include, among other things, statements regarding future revenues, costs and expenses, earnings, earnings per share, margins, cash flows, dividends and capital expenditures. All of these forward-looking statements are subject to risks, uncertainties and assumptions. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this prospectus or the relevant incorporated documents are made only as of the date of this prospectus or the relevant incorporated document, as the case may be, and, except as required by law, we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect our future financial performance include the following:

• political developments;

• market and economic conditions;

• changes in raw material, transportation and energy costs;

• industry competition;

• the ability to execute and realize the expected benefits from strategic initiatives including revenue growth plans and cost control and productivity improvement programs;

• the ability to develop and introduce new products;

• the magnitude of any disruptions from manufacturing rationalizations;

• changes in mix of products sold;

• mergers and acquisitions and their integration;

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• the timing and amount of any stock repurchases;

• changes in financial markets including currency exchange rate fluctuations;

• changing legislation and regulations including changes in tax law, tax treaties or tax regulations; and

• the resolution of potential liabilities and insurance recoveries resulting from on-going Pneumo-Abex related asbestos claims.

     When considering forward-looking statements, you should keep these factors in mind as well as those risk factors described in any prospectus supplement or Cooper Parent’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the events anticipated by our forward-looking statements might not occur. Forward-looking statements speak only as of the date made and we undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

     Cooper Parent files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. To receive copies of public records not posted to the SEC’s web site at prescribed rates, you may complete an online form at http://www.sec.gov, send a fax to (202) 772-9337 or submit a written request to the SEC, Office of FOIA/PA Operations, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information. You also can inspect reports and other information Cooper Parent files at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Annual, quarterly and current reports, proxy statements and other information Cooper Parent files with the SEC are also available free of charge at the Investors section of our website at www.cooperindustries.com. The information on our website is not part of this prospectus or the applicable prospectus supplement.

     Cooper US has no direct operations. Cooper US is indirectly and wholly owned by Cooper Parent and the obligations of Cooper US under its debt securities will be fully and unconditionally guaranteed by Cooper Parent. See “Description of Debt Securities and Guarantees.” Cooper US is not currently subject to the information reporting requirements under the Exchange Act. Cooper US will be exempt from such information reporting requirements so long as it is 100% owned by Cooper Parent, any outstanding debt securities of Cooper US issued under the registration statement of which this prospectus is a part are fully and unconditionally guaranteed by Cooper Parent and Cooper Parent includes in the footnotes to its audited consolidated financial statements summarized consolidated financial information concerning Cooper US. Furthermore, the subsidiaries of Cooper Parent that may guarantee the debt securities of Cooper US are not currently subject to the information reporting requirements under the Exchange Act. These subsidiary guarantors will be exempt from such information reporting requirements so long as they are directly or indirectly 100% owned by Cooper Parent, any outstanding debt securities of Cooper US issued under the registration statement of which this prospectus is a part and guaranteed by such subsidiary guarantors fully are fully and unconditionally guaranteed by Cooper Parent and such subsidiaries on a joint and several basis and Cooper Parent includes in the footnotes to its audited consolidated financial statements summarized consolidated financial information concerning such subsidiary guarantors on a combined basis.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We are incorporating by reference in this prospectus documents filed with the SEC. This means that we are disclosing important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that is filed later with the SEC will automatically update and supersede the information contained in this prospectus or the applicable prospectus supplement. We are incorporating by reference the following documents filed with the SEC by Cooper Parent:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

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• Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010;

• Current Reports on Form 8-K filed on February 22, 2010; March 1, 2010; March 31, 2010, April 15, 2010, April 30, 2010; July 9, 2010; September 7, 2010; September 23, 2010; and November 8, 2010;

• The description of Cooper Parent’s ordinary shares and preferred share purchase rights contained in its Current Report on Form 8-K, filed on September 9, 2009; and

• All documents filed by Cooper Parent with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the applicable offering pursuant to this prospectus and any applicable prospectus supplement.

     Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, in this prospectus or the applicable prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus or the applicable prospectus supplement to the extent that a statement contained in this prospectus, in any applicable prospectus supplement or in any other subsequently filed document that also is incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or the applicable prospectus supplement.

     We will provide without charge to each person to whom a copy of this prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents which have been or may be incorporated in this prospectus by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in any such documents). You may request a copy of these filings at the following address and telephone number:

Cooper Industries plc
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
(713) 209-8400

ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS

     Cooper Parent is an Irish company. In addition, some of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon Cooper Parent or recovering against Cooper Parent on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. securities laws. Cooper Parent has agreed that it may be served with process with respect to actions based on offers and sales of securities made in the United States and other violations of U.S. securities laws by having Cooper US, which is located at 600 Travis, Houston, Texas 77002-1001, be its U.S. agent appointed for that purpose. A judgment obtained against Cooper Parent in a U.S. court would be enforceable in the United States but could be executed upon only to the extent Cooper Parent has assets in the United States.

     Cooper Parent has been advised by its Irish counsel, Arthur Cox, Solicitors, that a judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland:

• The judgment must be for a definite sum;

• The judgment must be final and conclusive; and

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• The judgment must be provided by a court of competent jurisdiction.

     An Irish court will also exercise its right to refuse judgment if the foreign judgment was obtained by fraud, if the judgment violated Irish public policy, if the judgment is in breach of natural justice or if it is irreconcilable with an earlier foreign judgment.

ABOUT COOPER INDUSTRIES PLC

     We are a diversified, worldwide manufacturing company doing business in two business segments: Energy and Safety Solutions and Electrical Products Group. We manufacture, market and sell our products and provide services throughout the world. We have manufacturing facilities in 23 countries and employed approximately 28,200 people as of December 31, 2009.

Reorganization Transaction

     On September 4, 2009, Cooper Industries, Ltd. received approval from the Supreme Court of Bermuda of a scheme of arrangement under Bermuda law (the “Scheme of Arrangement”) that effected a transaction (the “Transaction”) that resulted in the holders of Class A common shares of Cooper Industries, Ltd., other than wholly owned subsidiaries of Cooper Industries, Ltd. that held Class A common shares, becoming ordinary shareholders of Cooper Industries plc and Cooper Industries, Ltd. becoming a wholly owned subsidiary of Cooper Industries plc. The Scheme of Arrangement became effective upon the filing of the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies on September 8, 2009.

Contribution of Tools Business Assets and Liabilities to Joint Venture

     On March 26, 2010, we announced entering into a Framework Agreement with Danaher Corporation to create a joint venture combining our Tools business with certain Tools businesses from Danaher’s Tools and Components Segment (the “Joint Venture”). On July 6, 2010, we announced the completion of the Joint Venture, named Apex Tools Group, LLC. We own a 50% interest in the Joint Venture, have equal representation on its Board of Directors and have a 50% voting interest in the Joint Venture. At completion of the transaction in July, Cooper deconsolidated the Tools business assets and liabilities contributed to the Joint Venture and now recognizes Cooper’s 50% ownership interest as an equity investment.

     Our Tools Joint Venture manufactures, markets and sells hand tools for industrial, construction, electronics and consumer markets; automated assembly systems, electrical and pneumatic industrial power tools, related electronics and software control and monitoring systems for industrial markets, specialized automotive service tools, tool storage, drill chucks and precision tool and workholders for industrial and consumer markets.

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Products and Segment Information

     Our Energy and Safety Solutions segment includes the business unit results from the Cooper Crouse-Hinds, Cooper Power Systems, and Cooper Safety divisions. This segment manufactures, markets and sells electrical protection products, including fittings, plugs, receptacles, cable glands, hazardous duty electrical equipment, intrinsically safe explosion proof instrumentation, emergency lighting, fire detection and mass notification systems and security products for use in residential, commercial and industrial construction, and maintenance and repair applications. The segment also manufactures, markets and sells products for use by utilities and in industry for electrical power transmission and distribution, including distribution switchgear, transformers, transformer terminations and accessories, capacitors, voltage regulators, surge arrestors, energy automation solutions and other related power systems components. Some of this segment’s major products include:

• Cooper Crouse-Hinds^TM and CEAG® electrical construction materials and electrical products for harsh and hazardous applications;

• Cooper Power Systems ^TM distribution transformers, power capacitors, voltage regulators, surge arrestors, energy automation products, Kyle® distribution switchgear and McGraw-Edison® and RTE® power distribution transformers and related products; and

• Menvier emergency lighting and fire detection systems, Scantronic security systems, and Wheelock, Roam Secure and MEDC notification systems.

     Our Electrical Products Group segment includes the business results from the Cooper B-Line, Cooper Bussmann, Cooper Lighting and Cooper Wiring Devices divisions. This segment manufactures, markets and sells electrical and circuit protection products, support systems, enclosures, specialty connectors, wiring devices, plugs, receptacles, switches, lighting fixtures and controls, and fuses for use in residential, commercial and industrial construction, maintenance and repair applications. Some of this segment’s major products include:

• Cooper B-Line^TM support systems, enclosures and fasteners;

• Cooper Bussmann^TM circuit protection products;

• Cooper Lighting®, Fair-Safe®, Halo® and Metalux® lighting fixtures; and

• Cooper Wiring Devices® electrical connection and controls products.

     Our executive offices are located at 5 Fitzwilliam Square, Dublin 2, Ireland. We also have administrative offices at 600 Travis, Houston, Texas 77002, and our telephone number is (713) 209-8400.

ABOUT COOPER US, INC.

     Cooper US is an indirect, wholly-owned subsidiary of Cooper Parent. Cooper Parent currently conducts all of its operations through its subsidiaries, including Cooper US and its subsidiaries. The executive offices of Cooper US are located at the same address as Cooper Parent’s administrative offices in Houston, Texas, and Cooper US has the same telephone number as Cooper Parent as shown above.

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USE OF PROCEEDS

     Unless otherwise indicated in any applicable prospectus supplement, we intend to apply any net proceeds that we receive from the sale of securities offered by this prospectus to our general funds to be used for general corporate purposes, including, in certain circumstances, to retire outstanding indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES OF COOPER PARENT

     The ratio of earnings to fixed charges is computed by dividing earnings before fixed charges by fixed charges on a consolidated basis. Earnings before fixed charges consist of income from continuing operations before income taxes plus fixed charges, less capitalized interest, less equity in earnings (losses) of equity investees, plus distribution of earnings from equity investees. Fixed charges consist of interest, whether expensed or capitalized, amortized capitalized expenses related to indebtedness, and the portion of operating lease rental expense that represents the interest factor.

Nine Months

Ended

September 30,

Year Ended December 31,

2010

2009

2009

2008

2007

2006

2005

Ratio of Earnings to Fixed Charges

8.2x

6.6x

7.2x

10.6x

14.1x

11.5x

7.5x

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DESCRIPTION OF COOPER PARENT SHARE CAPITAL

     The following description of Cooper Parent’s share capital is a summary. This summary is not complete and is qualified in its entirety by reference Cooper Parent’s memorandum and articles of association previously filed with the SEC.

Capitalization

     Authorized Share Capital. The authorized share capital of Cooper Parent is €40,000 and $7,600,000, divided into 40,000 ordinary shares with a par value of €1 per share, 750,000,000 ordinary shares, par value $0.01 per share and 10,000,000 preferred shares, par value $0.01 per share, which preferred shares may be designated and created as shares of any other classes or series of shares with the respective rights and restrictions determined by action of the board of directors. As discussed in “— Rights Plan” 2,500,000 preferred shares have been designated as Series A Participating Preferred Shares. The authorized share capital includes 40,000 ordinary shares with a par value of €1 per share that were required in order to satisfy statutory requirements for the incorporation of Cooper Parent as an Irish public limited company.

     Cooper Parent may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association. Pursuant to the Transaction, Cooper Parent issued approximately 167,000,000 ordinary shares. This means that Cooper Parent is able to issue further shares comprised of approximately 583,000,000 ordinary shares, par value of $0.01 per share, and 10,000,000 preferred shares, par value $0.01 per share (as well as 40,000 ordinary shares, par value €1 per share). In connection with the Transaction, Cooper Parent also assumed Cooper Industries, Ltd.’s previously existing obligations to deliver shares under equity incentive plans and other similar employee awards pursuant to the terms thereof.

     As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. On a poll, an “ordinary resolution” requires a majority of the total number of votes of the shares of Cooper Parent present in person or represented by proxy and entitled to vote at the meeting convened to consider the matter. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution. Because of this requirement of Irish law, the articles of association of Cooper Parent authorize the board of directors of Cooper Parent to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of Cooper Parent’s incorporation on June 4, 2009.

     The authorized share capital may be increased by way of an ordinary resolution of Cooper Parent’s shareholders.

     The rights and restrictions to which the ordinary shares are subject are described in Cooper Parent’s articles of association. Cooper Parent’s articles of association entitle the board of directors, without shareholder approval, to determine the terms of the preferred shares issued by Cooper Parent. Preferred shares may be preferred as to dividends, rights upon the dissolution of, or upon any distribution of the assets of, Cooper Parent, or voting in such manner as the directors of Cooper Parent may resolve. The preferred shares may also be redeemable at the option of the holder of the preferred shares or at the option of Cooper Parent, or both, and may be convertible into or exchangeable for shares of any other class or classes, or of any other series, of Cooper Parent, depending on the terms of such preferred shares. Such terms will be described in the applicable prospectus supplement. The Company may also convert any of its shares into redeemable shares subject to a member being able to notify the Company of his or her unwillingness to have his or her shares so converted at any time prior to the date of conversion.

     Irish law does not recognize fractional shares held of record; accordingly, Cooper Parent’s articles of association do not provide for the issuance of fractional shares of Cooper Parent, and the official Irish register of Cooper Parent does not reflect any fractional shares. Whenever as a result of an alteration or reorganization of the share capital of Cooper Parent any shareholder would become entitled to fractions of a share, the directors may, on behalf of those shareholders, sell the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those shareholders. This ability of the directors

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of Cooper Parent to dispose of fractional shares is required in order to comply with the Irish law prohibition on fractional shares held of record.

     Issued Share Capital. Immediately prior to the Transaction, the issued share capital of Cooper Parent was €40,000, comprised of 40,000 ordinary shares with a par value of €1 per share (the “Euro Share Capital”). In connection with the consummation of the Transaction, the Euro Share Capital was acquired by Cooper Parent and was then cancelled by Cooper Parent. Cooper Parent then issued approximately 167,000,000 ordinary shares having a par value of $0.01 each. All shares issued on completion of the Transaction were issued as fully paid up. As of September 30, 2010, Cooper Parent had 162,702,453 ordinary shares, with a par value of $0.01 each, issued and outstanding.

Rights Plan

Second Amended and Restated Rights Agreement

     In connection with the Transaction, Cooper Parent and Cooper Industries, Ltd. entered into a Second Amended and Restated Rights Agreement, dated as of September 8, 2009, executed as a Deed Poll, with Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). Pursuant to the Rights Agreement, the preferred share purchase rights associated with the Cooper Industries, Ltd. Class A common shares (the “Old Rights”) were replaced with newly issued preferred share purchase rights associated with the Cooper Parent ordinary shares (the “Rights”).

     Summary of the Rights. One Right was issued in respect of each ordinary share outstanding as of immediately after 7:30 p.m., Eastern Time, on September 8, 2009 (the “Transaction Time”), and one Right (subject to adjustment as provided for in the Rights Agreement) will be issued in respect of each ordinary share issued after that time but prior to the earlier of the Distribution Date or the Expiration Date (each as defined below). Each Right initially represents the right to purchase, at an exercise price of $600, one one-hundredth of a Series A Participating Preferred Share, par value $0.01 per share (each, a “Preferred Share”), of Cooper Parent, upon the terms and subject to the conditions of the Rights Agreement. Cooper Parent is not required to issue fractions of Preferred Shares.

     The Rights are initially attached to all outstanding ordinary share certificates (which includes, for purposes of the Rights Agreement, book-entry interests in respect of any uncertificated ordinary shares) and no separate Rights Certificates will be distributed until a Distribution Date occurs. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the ordinary shares and a “Distribution Date” will occur upon the earlier of: (i) the close of business of the 10th business day after the first date of public announcement by Cooper Parent or an Acquiring Person (as defined below) that a person has become an Acquiring Person (such date, the “Stock Acquisition Date”) and (ii) the close of business of the 10th business day (or such later date as the board shall determine) after the date that a tender, exchange or takeover offer by any person (other than Cooper Parent, any subsidiary of Cooper Parent, any employee benefit plan of Cooper Parent or of any subsidiary of Cooper Parent, or any person or entity organized, appointed or established by Cooper Parent for or pursuant to the terms of any such plan) is first published, sent or given, if upon completion of the tender, exchange or takeover offer such person would be the beneficial owner of 15% or more of the ordinary shares then outstanding.

     An “Acquiring Person” is defined in the Rights Agreement to mean any person who or which, together with all affiliates and associates, has beneficial ownership of 15% or more of the ordinary shares then outstanding. The term does not include Cooper Parent, any subsidiary of Cooper Parent, any employee benefit plan of Cooper Parent or of any subsidiary of Cooper Parent or any person established by Cooper Parent for or pursuant to the terms of any such plan. The term also excludes any person who becomes an Acquiring Person solely as a result of a reduction in the number of ordinary shares outstanding due to the repurchase of ordinary shares by Cooper Parent, unless and until such person purchases (or otherwise gains beneficial ownership of) additional ordinary shares that constitute 1% or more of ordinary shares then outstanding.

     Until the earlier of the Distribution Date or the Expiration Date, the Rights will be transferable only in connection with the transfer of the underlying ordinary shares and the registered holders of ordinary shares will also be the registered holders of the associated Rights.

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     As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the “Rights Certificates”) will be sent by the Rights Agent, via first-class, insured, postage-prepaid mail, to each record holder of ordinary shares as of the of the close of business on the Distribution Date. Subject to the provisions of the Rights Agreement, the Rights Certificates, whenever distributed, will entitle the holders to purchase the number of one one-hundredths of a Preferred Share as is set forth therein at the price set forth therein (the “Purchase Price”) (but the amount and type of securities purchasable upon the exercise of each Rights and the Purchase Price will be subject to adjustment as provided for in the Rights Agreement). Any Rights Certificates that represent Rights beneficially owned by an Acquiring Person or its associates and affiliates, or by certain transferees of Acquiring Persons or their associates and affiliates, will also contain a legend indicating that the Rights represented by the Rights Certificate were associated with an Acquiring Person and may become null and void pursuant to certain circumstances.

     Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of Cooper Parent, including the right to vote, to receive dividends or to receive notice of meetings or other actions affecting shareholders.

     Adjustment of Purchase Price and Number of Rights. The Purchase Price payable, and the number of one one-hundredths of a Preferred Share issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, consolidation or reclassification of, the Preferred Shares, (ii) if holders of the Preferred Shares are granted certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). No adjustment to the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. In lieu of adjusting the Purchase Price, Cooper Parent may instead adjust the number of Rights outstanding.

     In the event that, prior to the Distribution Date, there is any (i) dividend on the ordinary shares payable in ordinary shares, (ii) subdivision of the ordinary shares or (iii) consolidation of the ordinary shares into a smaller number of shares, the number of Rights associated with each ordinary share will be proportionately adjusted so that the number of Rights outstanding after any such event will equal the number of Rights outstanding prior to such event.

     Preferred Share Provisions. Each one one-hundredth of a Preferred Share, if issued: will not be redeemable; will entitle its holder to quarterly dividend payments of $0.10, or an amount equal to the dividend paid on one ordinary share, whichever is greater; will entitle its holder upon liquidation either to receive $1.00 or an amount equal to the payment made on one ordinary share, whichever is greater; and will have the same voting power as one ordinary share. The value of one one-hundredth of a Preferred Share should approximate the value of one ordinary share.

     Exercise of Rights and “Flip-In” Provision. The Rights will become exercisable at any time after the Distribution Date. A holder of any Rights Certificate may exercise his or her Rights, in whole or in part, by payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a Preferred Share as to which such holder is exercising his or her Rights. Such exercise must take place at or prior to the earlier of (i) the close of business on August 1, 2017 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed by Cooper Parent pursuant to the terms of the Rights Agreement or (iii) the time at which the rights are exchanged for ordinary shares or Preferred Shares pursuant to the terms of the Rights Agreement (the earlier of (i), (ii) and (iii) above is referred to as the “Expiration Date”). Notwithstanding the above, any Rights owned by an Acquiring Person or its associates and affiliates, or by certain transferees of Acquiring Persons or their associates and affiliates, will become null and void from and after the time that any person becomes an Acquiring Person (subject to certain exceptions).

     In lieu of being exercisable to purchase a number of one one-hundredths of a Preferred Share, upon such time as any person becomes an Acquiring Person (subject to certain exceptions, including an acquisition pursuant to a Qualifying Offer (as defined below)), each Right will entitle the holder to receive, upon payment of the Purchase Price, ordinary shares (or, in certain circumstances, cash, property or other securities of Cooper Parent) having a value equal to two times the Purchase Price. For example, at an exercise price of $600 per Right, each Right that has

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not become null and void (by virtue of its ownership by an Acquiring Person or certain parties related to an Acquiring Person) would entitle its holder to purchase $1,200 worth of ordinary shares for $600. Assuming each ordinary share had a market value of $60 at such time, the holder of each valid Right would be entitled to purchase 20 ordinary shares (instead of 10 ordinary shares) for $600.

     A “Qualifying Offer” is defined in the Rights Agreement to mean an acquisition of ordinary shares pursuant to a tender, exchange or takeover offer for all outstanding ordinary shares at a price and on terms determined by at least two-thirds of the Continuing Directors to be in the best interests of Cooper Parent and its shareholders. A “Continuing Director” is defined in the Rights Agreement to mean (i) any member of the board, while such person is a member of the board, who is not an Acquiring Person or its affiliate or associate, or a representative of an Acquiring Person or its affiliates or associates, and who was a member of the board on the Record Date or (ii) any person who subsequently becomes a member of the board, while such person is a member of the board, who is not an Acquiring Person or its affiliate or associate, or a representative of an Acquiring Person or its affiliates or associates, if such person’s nomination for election or election to the board is recommended or approved by a majority of the Continuing Directors.

     Exchange of Rights for Ordinary Shares. At any time after a person becomes an Acquiring Person (unless such person has beneficial ownership of 50% or more of the ordinary shares outstanding), the board may exchange all or part of the outstanding and exercisable Rights (other than Rights that have become null and void) at an exchange ratio of one ordinary share per Right (as adjusted pursuant to the terms of the Rights Agreement, the “Exchange Ratio”).

     In addition, at any time that the board is permitted to exchange Rights for ordinary shares, the board may elect to adjust the terms of the Rights such that each holder of a Right (other than Rights that have become null and void) shall thereafter have the right to receive, upon exercise thereof, in lieu of any other securities, a number of ordinary shares per Right equal to the Exchange Ratio at a price per ordinary share equal to the nominal value thereof.

     In certain circumstances the board may substitute cash or Preferred Shares for the ordinary shares to be issued upon such exchange or exercise of the Rights.

     “Flip-Over” Provision. In the event that following a Stock Acquisition Date (i) Cooper Parent engages in a merger, scheme of arrangement or other business combination transaction in which Cooper Parent is not the surviving corporation, (ii) Cooper Parent engages in a merger, scheme of arrangement or other business combination transaction in which Cooper Parent is the surviving corporation and all or part of the ordinary shares of Cooper Parent are changed or exchanged for shares or other securities of any other person or any other property or (iii) Cooper Parent sells or otherwise transfers more than 50% of its assets or earning power, then each holder of a Right (except for holders of Rights that have become null and void) will have the right to receive, upon exercise of the Right, ordinary shares of the Principal Party (as defined below) having a value equal to two times the Purchase Price.

     A “Principal Party” is defined in the Rights Agreement to mean, (a) in the case of a merger, scheme of arrangement or other business combination transaction described in (i) or (ii) in the above paragraph, the person who is the issuer of any securities into which ordinary shares of Cooper Parent are converted in the merger, scheme of arrangement or business combination transaction, or, if no securities are issued, the person that is the other party to the merger, scheme of arrangement or business combination transaction and (b) in the case of a transaction described in (iii) in the above paragraph, the person who receives the greatest portion of the assets or earning power transferred in such transaction.

     Redemption of Rights by the Board. At any time prior to the earlier of (i) the time any person becomes an Acquiring Person and (ii) the Final Expiration Date, the board may redeem the Rights in whole, but not in part, at a redemption price of $0.01 per Right (payable in cash, ordinary shares or other form of consideration). Immediately upon the action of the board ordering such redemption, the right to exercise the Rights will terminate. The redemption price may be adjusted to reflect any stock split, stock dividend or similar transaction.

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     Amendment of the Rights Agreement. Prior to the Distribution Date, and subject to the restriction in the following paragraph, any provision of the Rights Agreement may be supplemented or amended by Cooper Parent without the approval of any holders of certificates representing ordinary shares. Without limiting the foregoing, Cooper Parent may also, at any time prior to the time any person becomes an Acquiring Person, lower the acquiror ownership threshold at which dilution is triggered to not less than 10%. After the Distribution Date, the Rights Agreement may be amended by Cooper Parent without the approval of holders of Rights Certificates in order to (i) cure any ambiguity, (ii) correct or supplement defective or inconsistent provisions, (iii) shorten or lengthen any time period or (iv) make changes that do not adversely affect the interests of holders of Rights Certificates (other than the interests of an Acquiring Person or its affiliates or associates), except that Cooper Parent may not make any amendment pursuant to (iii) to lengthen (A) a time period relating to when the Rights may be redeemed at a time when the Rights are not redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights and benefits of the holders of the Rights.

     No supplement or amendment may be made which changes the redemption price of the Rights, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a Preferred Share for which a Right is exercisable, except that the board may increase the Purchase Price or extend the Final Expiration Date at any time prior to (i) a Stock Acquisition Date or (ii) the date of publication of a tender, exchange or takeover offer by any person for 15% of more of the outstanding ordinary shares.

     Notwithstanding the above, Cooper Parent may supplement or amend the Rights Agreement at any time without the approval of any holders of certificates representing ordinary shares or of any holders of Rights Certificates in order to conform the provisions of the Rights Agreement to applicable law.

Pre-emption Rights, Share Warrants and Share Options

     Certain statutory pre-emption rights apply automatically in favor of Cooper Parent’s shareholders where shares in Cooper Parent are to be issued for cash. However, Cooper Parent has opted out of these pre-emption rights in its articles of association as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders, Cooper Parent’s articles of association provide that this opt-out must be so renewed. On a poll, a “special resolution” requires not less than 75% of the votes of the shares of Cooper Parent present in person or represented by proxy and entitled to vote at the meeting convened to consider the matter. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Cooper Parent pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution).

     The articles of association of Cooper Parent provide that the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts 1963-2009 (the “Irish Companies Acts”) provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization.

     Cooper Parent is subject to the rules of the NYSE that require shareholder approval of certain issuances.

Dividends

     Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of Cooper Parent less accumulated realized losses of Cooper Parent. In addition, no distribution or dividend may be made unless the net assets of Cooper Parent are equal to, or in excess of, the aggregate of Cooper Parent’s called up share capital plus undistributable reserves and the distribution does not reduce Cooper Parent’s net assets below such aggregate. Undistributable reserves include the share premium account (similar to additional paid-in capital), the capital redemption reserve fund and the amount by

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which Cooper Parent’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Cooper Parent’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

     The determination as to whether or not Cooper Parent has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Cooper Parent. The “relevant accounts” are the last set of unconsolidated annual audited financial statements prepared in accordance with the Irish Companies Acts and any unaudited financial statements as are necessary to enable a reasonable judgment to be made as to the level of distributable reserves and which give a true and fair view of Cooper Parent’s unconsolidated financial position in accord with accepted accounting practice. The annual audited accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

     On October 19, 2009, the Irish High Court approved the creation of distributable reserves for Cooper Parent through a reduction of $4,610,008,962 of the share premium account so as to facilitate the ongoing payment of dividends to our shareholders and the repurchase or redemption of Cooper Parent’s shares.

     The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the articles of association of Cooper Parent. Cooper Parent’s articles of association authorize the directors to declare such dividends as appear justified from the profits of Cooper Parent without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

     The directors of Cooper Parent may deduct from any dividend payable to any member all sums of money (if any) payable by such member to Cooper Parent in relation to the shares of Cooper Parent.

     The directors of Cooper Parent are also entitled to issue shares with preferred rights to participate in dividends declared by Cooper Parent. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

Share Repurchases and Redemptions

     Overview

     Article 3(d)(i) of Cooper Parent’s articles of association provides that any share which Cooper Parent has acquired or agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish company law purposes, the repurchase of shares by Cooper Parent will technically be effected as a redemption of those shares as described below under “— Share Repurchases and Redemptions — Repurchases and Redemptions by Cooper Parent.” If the articles of association of Cooper Parent did not contain Article 3(d)(i), repurchases by Cooper Parent would be subject to many of the same rules that apply to purchases of Cooper Parent shares by subsidiaries described below under “— Share Repurchases and Redemptions — Purchases by Subsidiaries of Cooper Parent,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this prospectus to repurchasing or buying back shares of Cooper Parent, we are referring to the redemption of shares by Cooper Parent pursuant to Article 3(d)(i) of the articles of association or the purchase of shares of Cooper Parent by a subsidiary of Cooper Parent, in each case in accordance with the Cooper Parent articles of association and Irish company law as described below.

     Repurchases and Redemptions by Cooper Parent

     Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “— Dividends”) or the proceeds of a new issue of shares for that purpose. The issue of redeemable shares may only be made by Cooper Parent where the nominal value of the issued share capital

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that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Cooper Parent. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Shareholder approval will not be required to redeem Cooper Parent shares.

     The board of directors of Cooper Parent also is entitled to issue preferred shares which may be redeemed at the option of either Cooper Parent or the shareholder, or both, depending on the terms of such preferred shares. Please see “— Capitalization — Authorized Share Capital” above for additional information on redeemable shares.

     Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Cooper Parent at any time must not exceed 10% of the nominal value of the issued share capital of Cooper Parent. While Cooper Parent holds shares as treasury shares, it cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by Cooper Parent or reissued subject to certain conditions.

     Purchases by Subsidiaries of Cooper Parent

     Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Cooper Parent either on-market or off-market. A general authority of the shareholders of Cooper Parent is required to allow a subsidiary of Cooper Parent to make on-market purchases of Cooper Parent shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Cooper Parent shares is required. Cooper Parent’s shareholders renewed such authority at the 2010 annual general meeting and we expect that Cooper Parent will seek to renew such general authority, which must expire no later than 18 months after the date on which it was granted, at subsequent annual general meetings. In order for a subsidiary of Cooper Parent to make an on-market purchase of Cooper Parent’s ordinary shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which the shares of Cooper Parent are listed, is specified as a recognized stock exchange for this purpose by Irish company law. For an off-market purchase by a subsidiary of Cooper Parent, the proposed purchase contract must be authorized by special resolution of the shareholders of Cooper Parent before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Cooper Parent.

     The number of shares held by the subsidiaries of Cooper Parent at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Cooper Parent. While a subsidiary holds shares of Cooper Parent, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Cooper Parent by a subsidiary must be funded out of distributable reserves of the subsidiary.

     Existing Share Repurchase Program

     On February 9, 2009, Cooper Industries, Ltd.’s board of directors authorized the repurchase of ten million common shares. Cooper Industries, Ltd. has also previously announced that its board authorized the repurchase of shares issued from time to time under its equity compensation plans, matched savings plan and dividend reinvestment plan in order to offset the dilution that results from issuing shares under these plans. This existing share repurchase program was adopted by Cooper Parent as described below, and Cooper Parent may continue to repurchase shares under these authorizations from time to time. The decision whether to do so will be dependent on the favorability of market conditions, as well as potential cash requirements for acquisitions and debt repayments. As of September 30, 2010, 8,731,235 shares remained available under the existing share repurchase program plus the number of shares to be issued from time to time under equity compensation plans to offset the dilution that results from issuing shares under these plans.

     Prior to the consummation of the Transaction, (a) the board of directors of Cooper Parent authorized the repurchase of Cooper Parent shares by Cooper Parent and (b) Cooper Industries, Ltd. and its nominee shareholders of Cooper Parent authorized the purchase of Cooper Parent shares by subsidiaries of Cooper Parent, such that

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Cooper Parent and its subsidiaries are authorized to purchase shares in an aggregate amount approximately equal to the remaining authorization under the Cooper Industries, Ltd. share repurchase program as of the Transaction Time.

     As noted above, because repurchases of Cooper Parent shares by Cooper Parent will technically be effected as a redemption of those shares pursuant to Article 3(d) of the articles of association, shareholder approval for such repurchases will not be required.

     Purchases of Cooper Parent shares by subsidiaries of Cooper Parent may be made only if the required shareholder approval has been obtained. We received shareholder approval to renew this authorization at the 2010 annual general meeting of Cooper Parent. The current authorization expires on October 27, 2011 unless previously varied, revoked or renewed by an ordinary resolution of shareholders. We expect to propose renewal of this authorization at subsequent annual general meetings.

Bonus Shares

     Under Cooper Parent’s articles of association, the board may resolve to capitalize any amount credited to any reserve or fund available for distribution or the share premium account of Cooper Parent for issuance and distribution to shareholders as fully paid bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

     Under its articles of association, Cooper Parent may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its memorandum of association.

Reduction of Share Capital

     Cooper Parent may, by ordinary resolution, cancel any shares which, at the date of the passing of the resolution, are unissued or have not been taken or agreed to be taken by any person and reduce the amount of its authorized share capital by the amount of the shares so cancelled. Cooper Parent also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way.

General Meetings of Shareholders

     Cooper Parent is required to hold an annual general meeting within eighteen months of incorporation and at intervals of no more than fifteen months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting, no more than nine months after Cooper Parent’s fiscal year-end. The first annual general meeting of Cooper Parent may be held outside Ireland. Thereafter, any annual general meeting may be held outside Ireland if a resolution so authorizing has been passed at the preceding annual general meeting. Cooper Parent held its first annual general meeting on April 27, 2010.

     Extraordinary general meetings of Cooper Parent may be convened by the Chairman of the board of directors, the board of directors, or on requisition of the shareholders holding not less than 10% of the paid up share capital of Cooper Parent carrying voting rights. In limited circumstances, Cooper Parent’s auditors can require the board of directors to convene extraordinary general meetings of Cooper Parent. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Cooper Parent as may be required from time to time.

     Notice of a general meeting must be given to all shareholders of Cooper Parent and to the auditors of Cooper Parent. The articles of association of Cooper Parent provide that the maximum notice period is 60 days. The minimum notice periods are 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting. General meetings may be called by shorter notice, but only with the consent of the auditors of Cooper Parent and all of the shareholders entitled to attend and vote thereat.

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     In the case of an extraordinary general meeting convened on requisition of the shareholders of Cooper Parent, the proposed purpose of the meeting must be set out in the requisition notice, which may contain any resolution. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of Cooper Parent’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of the requisitioning shareholders, may themselves convene a meeting, which meeting must be held within three months of the receipt by the board of directors of the requisition notice.

     The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office.

     If the directors become aware that the net assets of Cooper Parent are half or less of the amount of Cooper Parent’s called-up share capital, the directors of Cooper Parent must convene an extraordinary general meeting of Cooper Parent’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

Voting

     Where a poll is demanded at a general meeting, every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights on a poll may be exercised by shareholders registered in Cooper Parent’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by Cooper Parent’s articles of association. The articles of association of Cooper Parent permit the appointment of proxies by the shareholders to be notified to Cooper Parent electronically.

     Cooper Parent’s articles of association provide that all resolutions shall be decided by a show of hands unless a poll is demanded by: the chairman; at least three shareholders present in person or represented by proxy; any shareholder or shareholders present in person or proxy and holding between them not less than 10% of the total voting rights of all the members having the right to vote at such meeting; or a shareholder or shareholders present in person or represented by proxy holding shares in the company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all such shares conferring such right. Each Cooper Parent ordinary shareholder of record as of the record date has one vote at a general meeting on a show of hands.

     In accordance with the articles of association of Cooper Parent, the directors of Cooper Parent may from time to time cause Cooper Parent to issue preferred shares. These preferred shares may have such voting rights as may be specified in the terms of such preferred shares.

     Treasury shares will not be entitled to vote at general meetings of shareholders.

     Irish company law requires special resolutions of the shareholders at a general meeting to approve certain matters. Examples of matters requiring special resolutions include:

• Amending the objects or memorandum of association of Cooper Parent;

• Amending the articles of association of Cooper Parent;

• Approving the change of name of Cooper Parent;

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• Authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

• Opting out of pre-emption rights on the issuance of new shares;

• Re-registration of Cooper Parent from a public limited company as a private company;

• Variation of class rights attaching to classes of shares;

• Purchase of own shares off-market;

• The reduction of share capital;

• Resolving that Cooper Parent be wound up by the Irish courts;

• Resolving in favor of a shareholders’ voluntary winding-up;

• Re-designation of shares into different share classes; and

• Setting the re-issue price of treasury shares.

     A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% of the shareholders present and voting, whether in person or by proxy.

Variation of Class Rights Attaching to Shares

     Variation of all or any special rights attached to any class of shares of Cooper Parent is addressed in the articles of association of Cooper Parent as well as the Irish Companies Acts. Any variation of class rights attaching to the issued shares of Cooper Parent must be approved in writing by holders of three quarters (3/4) of the issued shares in that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

Quorum for General Meetings

     The holders of shares entitling them to exercise a majority of the voting power of Cooper Parent on the relevant record date shall constitute a quorum to hold a general meeting of the shareholders. No business may take place at a general meeting of Cooper Parent if a quorum is not present in person or by proxy. The board of directors has no authority to waive quorum requirements stipulated in the articles of association of Cooper Parent. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals to be voted upon by shareholders.

Inspection of Books and Records

     Under Irish law, shareholders have the right to: (a) receive a copy of the memorandum and articles of association of Cooper Parent and any act of the Irish Government which alters the memorandum of association of Cooper Parent; (b) inspect and obtain copies of the minutes of general meetings and resolutions of Cooper Parent; (c) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Cooper Parent; (d) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (e) receive balance sheets of a subsidiary company of Cooper Parent which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Cooper Parent also have the right to inspect all books, records and vouchers of Cooper Parent. If required by law, as currently is the case, the auditors’ report must be circulated to the shareholders with copies of the balance sheet and directors’ report

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21 days before the annual general meeting and must be read to the shareholders at Cooper Parent’s annual general meeting.

Acquisitions and Appraisal Rights

     There are a number of mechanisms for acquiring an Irish public limited company, including:

• a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% of the shareholders present and voting, whether in person or by proxy;

• through a tender offer by a third party for all of the shares of Cooper Parent. Where the holders of 80% or more of Cooper Parent’s ordinary shares have accepted an offer for their shares in Cooper Parent, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Cooper Parent were listed on the Irish Stock Exchange or another regulated stock exchange in the European Union (“E.U.”), this threshold would be increased to 90%; and

• it is also possible for Cooper Parent to be acquired by way of a merger with an E.U.-incorporated public company under the E.U. Cross Border Merger Directive 2005/56. Such a merger must be approved by a special resolution. If Cooper Parent is being merged with another E.U. public company under the E.U. Cross Border Merger Directive 2005/56 and the consideration payable to Cooper Parent’s shareholders is not all in the form of cash, Cooper Parent’s shareholders may be entitled to require their shares to be acquired at fair value.

     Under Irish law, there is no general requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets.

Disclosure of Interests in Shares

     Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in 5% of the shares of an Irish public limited company. A shareholder of Cooper Parent must therefore make such a notification to Cooper Parent if as a result of a transaction the shareholder will be interested in 5% or more of the shares of Cooper Parent; or if as a result of a transaction a shareholder who was interested in more than 5% of the shares of Cooper Parent ceases to be so interested. Where a shareholder is interested in more than 5% of the shares of Cooper Parent, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Cooper Parent. The relevant percentage figure is calculated by reference to the aggregate par value of the shares in which the shareholder is interested as a proportion of the entire par value of Cooper Parent’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to Cooper Parent within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any shares in Cooper Parent concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to have the rights attaching to the shares concerned reinstated.

     In addition to the above disclosure requirement, Cooper Parent, under the Irish Companies Acts, may by notice in writing require a person whom Cooper Parent knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Cooper Parent’s relevant share capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has during that time held an interest in the shares of Cooper Parent, to give such further information as may be required by Cooper Parent including particulars of such person’s own past or present interests

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in shares of Cooper Parent. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

     Where such a notice is served by Cooper Parent on a person who is or was interested in shares of Cooper Parent and that person fails to give Cooper Parent any information required within the reasonable time specified, Cooper Parent may apply to court for an order directing that the affected shares be subject to certain restrictions.

     Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

• any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void;

• no voting rights shall be exercisable in respect of those shares;

• no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

• no payment shall be made of any sums due from Cooper Parent on those shares, whether in respect of capital or otherwise.

     Where the shares in Cooper Parent are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Anti-Takeover Provisions

     Business Combinations with Related Persons

     Cooper Parent’s articles of association provide that the affirmative vote of the holders of not less than 80% of the voting power of Cooper Parent on the relevant record date is required for the approval or authorization of any “Business Combination” with a “Related Person”; provided, however, that the 80% voting requirement is not applicable if:

• Cooper Parent’s “Continuing Directors” by a two-thirds (2/3) vote have expressly approved the Business Combination either in advance of or subsequent to the acquisition of outstanding ordinary shares of Cooper Parent that caused the Related Person involved in the Business Combination to become a Related Person; or

• If the following conditions are satisfied:

(a)

The aggregate amount of the cash and the fair market value of the property, securities or other consideration to be received in the Business Combination by holders of the ordinary shares of Cooper Parent, other than the Related Person involved in the Business Combination, is not less than the “Highest Per Share Price” (with appropriate adjustments for recapitalizations, reclassifications, share consolidations and divisions and dividends in specie ) paid by the Related Person in acquiring any of its holdings of Cooper Parent’s ordinary shares, all as determined by two-thirds (2/3) of the Continuing Directors; and

(b)

A proxy statement complying with the requirements of the Exchange Act shall have been mailed at least thirty (30) days prior to any vote on the Business Combination, to all shareholders of Cooper Parent for the purpose of soliciting shareholder approval of the Business Combination.

     A “Business Combination” is generally defined as a merger, sale or other disposition of all or a substantial part of the assets of Cooper Parent or of a Related Person, and the issuance or transfer by Cooper Parent of any of its

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securities to a Related Person, among other transactions. A “Related Person” is generally defined as a person who, together with affiliates and associates, owns, as of the record date for the determination of shareholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of such transaction, in the aggregate 20% or more of the outstanding ordinary shares of Cooper Parent. A “Continuing Director” is generally defined as someone who either (a) was a member of the board of directors of Cooper Parent immediately prior to the time that the Related Person involved in a Business Combination became a Related Person, or (b) was designated (before his or her initial election as director) as a Continuing Director by two-thirds (2/3) of the then Continuing Directors.

     Shareholder Rights Plans and Share Issuances

     Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. As discussed above under “— Rights Plan”, in connection with the Transaction, Cooper Parent entered into the Second Amended and Restated Rights Agreement.

     Subject to Cooper Parent’s articles of association, Irish law and the Irish Takeover Rules described below, the board also has power to issue any authorized and unissued shares of Cooper Parent, and, in the case of preferred shares, on such terms and conditions as it may determine (as described above under “— Capitalization — Authorized Share Capital”) and any such action should be taken in the best interests of Cooper Parent. It is possible, however, that the terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares.

     Irish Takeover Rules and Substantial Acquisition Rules

     A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Cooper Parent will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

     General Principles

     The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

• in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

• the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;

• the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

• false markets in the securities of the target company or any other company concerned by the offer must not be created;

• a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;

• a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the

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offer is hostile and the board of the target company must divert its attention to resist the offer; and

• a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

     Mandatory Bid

     If an acquisition of shares were to increase the aggregate holding of an acquirer and its concert parties to shares carrying 30% or more of the voting rights in Cooper Parent, the acquirer and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make a cash offer for the outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in Cooper Parent if the effect of such acquisition were to increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a twelve-month period. A single holder (that is, a holder excluding any parties acting in concert with the holder) holding more than 50% of the voting rights of a company is not subject to this rule.

     Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

     A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of Cooper Parent within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Cooper Parent ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

     If the bidder or any of its concert parties has acquired ordinary shares of Cooper Parent (a) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of Cooper Parent or (b) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Cooper Parent ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (a), the period of 12 months prior to the commencement of the offer period and, in the case of (b), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of Cooper Parent in the 12-month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.

     An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

     Substantial Acquisition Rules

     The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person, together with any concert parties, may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Cooper Parent. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Cooper Parent is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer, together with any concert parties, holding 15% or more but less than 30% of the voting rights of Cooper Parent and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

     Frustrating Action

     Under the Irish Takeover Rules, the board of directors of Cooper Parent is not permitted to take any action which might frustrate an offer for the shares of Cooper Parent once the board of directors has received an approach

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which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (a) the issue of shares, options or convertible securities, (b) material disposals, (c) entering into contracts other than in the ordinary course of business or (d) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

• the action is approved by the offeree at a general meeting; or

• with the consent of the Irish Takeover Panel where:

(a)	the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;
(b)	the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;
(c)	in accordance with a contract entered into prior to the announcement of the offer; or
(d)	the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

     For other provisions that could be considered to have an anti-takeover effect, please see above at “— Pre-emption Rights, Share Warrants and Share Options” and “— Disclosure of Interests in Shares,” in addition to “— Corporate Governance,” “— Election of Directors,” “— Vacancies on Board of Directors,” “— Removal of Directors,” “— Shareholder Consent to Action Without Meeting,” “— Director Nominations; Proposals of Shareholders” and “— Amendment of Governing Documents” below.

Corporate Governance

     The articles of association of Cooper Parent delegate authority over the management of Cooper Parent to the board of directors. The board of directors may delegate management of Cooper Parent to committees of the board, executives or to a management team, but regardless, the directors remain responsible, as a matter of Irish law, for the proper management of the affairs of Cooper Parent. Cooper Parent has an Audit Committee, a Management Development & Compensation Committee, a Committee on Nominations and Corporate Governance, and an Executive Committee. In addition, Cooper Parent has adopted corporate governance principles.

Legal Name; Formation; Fiscal Year; Registered Office

     The legal name of Cooper Parent is Cooper Industries public limited company. Cooper Parent was incorporated in Ireland as a public limited company on June 4, 2009 with company registration number 471954. Cooper Parent’s fiscal year ends on December 31 and Cooper Parent’s registered address is 5 Fitzwilliam Square, Dublin 2, Ireland.

Duration; Dissolution; Rights upon Liquidation

     Cooper Parent’s duration is unlimited. Cooper Parent may be dissolved at any time by way of either a shareholders’ voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the votes of the shareholders of Cooper Parent cast at a general meeting is required. Cooper Parent may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Cooper Parent has failed to file certain returns.

     The rights of the shareholders to a return of Cooper Parent’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in Cooper Parent’s articles of association or the terms of any preferred shares issued by the directors of Cooper Parent from time to time. The holders of preferred shares in

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particular may have the right to priority in a dissolution or winding up of Cooper Parent. If the articles of association contain no specific provisions in respect of a dissolution or winding up then, subject to the priorities of any creditors, the assets will be distributed to shareholders in proportion to the paid-up par value of the shares held. Cooper Parent’s articles provide that the preferred shares may be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, Cooper Parent, as the directors will fix at the time of issuance.

Uncertificated Shares

     Holders of ordinary shares of Cooper Parent do not have the right to require Cooper Parent to issue certificates for their shares. Cooper Parent will only issue uncertificated ordinary shares, but retains the right to issue certificates at its sole discretion.

Stock Exchange Listing

     Cooper Parent’s ordinary shares are listed on the NYSE under the symbol “CBE”.

No Sinking Fund

     The ordinary shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

     All of our issued shares have been duly and validly issued and fully paid.

Transfer and Registration of Shares

     Cooper Parent’s share register is maintained by its transfer agent. Registration in this share register is determinative of membership in Cooper Parent. A shareholder of Cooper Parent who holds shares beneficially is not the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee is the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through the same depository or other nominee will not be registered in Cooper Parent’s share register, as the depository or other nominee will remain the record holder of such shares.

     A duly stamped written instrument of transfer is required under Irish law in order to register on Cooper Parent’s official share register any transfer of shares (a) from a person who holds such shares directly to any other person, (b) from a person who holds such shares beneficially to a person who holds such shares directly, or (c) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty. Where such stamp duty arises, it must be paid in order to have the instrument of transfer duly stamped prior to registration of the transfer on Cooper Parent’s official Irish share register. A person wishing to acquire shares directly may need to purchase the shares through a broker account and then transfer such shares into his or her own name.

     We pay (or cause one of our subsidiaries to pay) and currently plan to continue to pay (or cause one of our subsidiaries to pay) stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially through brokers who in turn hold those shares through DTC. In other cases Cooper Parent may, in its absolute discretion, pay (or cause one of its subsidiaries to pay) any stamp duty. Cooper Parent’s articles of association provide that, in the event of any such payment, Cooper Parent (a) may seek reimbursement from the buyer or seller, at its discretion, (b) may set-off the stamp duty against any dividends payable to the buyer or seller, at its discretion, of those shares and (c) may claim a first and permanent lien on the Cooper Parent shares on which stamp duty has been paid by Cooper Parent or its subsidiary for the amount of stamp duty paid. Cooper Parent’s lien shall extend to all dividends paid on those shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Cooper Parent shares

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has been paid unless one or both of such parties is otherwise notified by Cooper Parent. Alternatively, Cooper Parent’s articles of association provide that the board may implement a mechanism in respect of the sale of shares either by or to a shareholder who holds them directly, so that the sale is effected by way of a redemption of the shares of the seller that are the subject of the sale and a new issue of an equal number of shares to the buyer.

     Cooper Parent’s articles of association delegate to Cooper Parent’s Secretary or Assistant Secretary the authority to execute an instrument of transfer on behalf of a transferring party. In order to help ensure that the official share register is regularly updated to reflect trading of Cooper Parent shares occurring through normal electronic systems, we regularly produce, and intend to continue regularly producing, any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Cooper Parent for this purpose) or request that Cooper Parent execute an instrument of transfer on behalf of the transferring party in a form determined by Cooper Parent. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Cooper Parent’s transfer agent, the transferee will be registered as the legal owner of the relevant shares on Cooper Parent’s official Irish share register (subject to the matters described below).

     The board of directors of Cooper Parent may decline to recognize any instrument of transfer unless the instrument of transfer is in respect of one class of share only.

     The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

Election of Directors

     The Irish Companies Acts provide for a minimum of two directors. Cooper Parent’s articles of association provide for a minimum of seven directors and a maximum of thirteen. The directors are divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire board. The initial division of the board into classes was the same as the classes for the directors of Cooper Industries, Ltd. immediately prior to the completion of the Transaction. The current term of the Class I directors terminates on the date of the 2013 annual general meeting; the term of the initial Class II directors terminates on the date of the 2011 annual general meeting; and the term of the initial Class III directors terminates on the date of the 2012 annual general meeting. At each annual general meeting of members, successors to the class of directors whose term expires at that annual general meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. In no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual general meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

     Directors are elected by ordinary resolution at a general meeting. Irish law requires majority voting for the election of directors, which could result in the number of directors falling below the minimum prescribed by the articles due to the failure of nominees to be elected. Accordingly, Cooper Parent’s articles of association provide that if, at any general meeting of shareholders, the number of directors is reduced below the minimum prescribed by the articles of association due to the failure of any persons nominated to be directors to be elected, then in those circumstances, the nominee or nominees who receive the highest number of votes in favor of election shall be elected in order to maintain such prescribed minimum number of directors and each such director shall remain a director (subject to the provisions of the Irish Companies Acts and the articles) only until the conclusion of the next annual general meeting of Cooper Parent unless such director is elected by the shareholders during such meeting.

Vacancies on Board of Directors

     Any vacancy on the board of directors, including a vacancy that results from an increase in the number of directors or from the death, resignation, retirement, disqualification or removal of a director, shall be deemed a

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casual vacancy. Subject to the terms of any one or more classes or series of preferred shares, any casual vacancy may be filled by decision of a majority of the board then in office, provided that a quorum is present.

     Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Subject to Irish law and the articles of association, during any vacancy in the board of directors, the remaining directors shall have full power to act as the board of directors of Cooper Parent.

Removal of Directors

     The Irish Companies Acts provide that notwithstanding anything contained in the articles of association of a company or in any agreement between that company and a director, the shareholders may by an ordinary resolution remove a director from office before the expiration of his or her term. Because of this provision of the Irish Companies Acts, the articles of association of Cooper Parent provide that Cooper Parent may, by ordinary resolution, remove any director before the expiration of his period of office notwithstanding anything in any agreement between Cooper Parent and the removed director.

Board and Committee Composition; Management

     The articles of association of Cooper Parent provide that the board of directors at any time may elect from its number an executive committee and other committees, each of which shall consist of not less than three directors. Each member of each such committee shall hold office at the pleasure of the board and may be removed by the board at any time with or without cause. Vacancies occurring in the committees may be filled by the board. Except as the executive committee’s powers and duties may be limited or otherwise prescribed by the board, the executive committee, during the intervals between the meetings of the board, shall possess and may exercise all of the powers of the board in the management and control of the business and property of Cooper Parent; and other committees shall have such powers of the board as shall be from time to time delegated to them by the board; provided, however, that no committee shall be empowered to elect directors to fill vacancies among the directors or on any committee of the directors.

Duties of the Board of Directors

     The directors of Cooper Parent have certain statutory and fiduciary duties. All of the directors have equal and overall responsibility for the management of Cooper Parent (although directors who also serve as employees have additional responsibilities and duties arising under their employment arrangements and are expected to exercise a greater degree of skill and diligence than non-executive directors). The principal directors’ duties include the common law fiduciary duties of good faith and exercising due care and skill. The statutory duties include ensuring the maintenance of proper books of account, having annual accounts prepared, having an annual audit performed, the duty to maintain certain registers and make certain filings as well as disclosure of personal interests. Particular duties also apply to directors of insolvent companies (for example, the directors could be liable to sanctions where they are deemed by the court to have carried on the business of Cooper Parent while insolvent, without due regard to the interests of creditors). For public limited companies like Cooper Parent, directors are under a specific duty to ensure that the secretary is a person with the requisite knowledge and experience to discharge the role.

Indemnification of Directors and Officers; Insurance

     Cooper Parent’s articles of association confer an indemnity on its directors and Secretary only in the limited circumstances permitted by the Irish Companies Acts. The Irish Companies Acts prescribe that such an indemnity only permits a company to pay the costs or discharge the liability of a director or the secretary where judgment is given in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the Secretary of Cooper Parent. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its articles of association or any contract between the director or secretary and Cooper Parent.

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     In addition, Cooper Parent’s articles of association provide that Cooper Parent shall indemnify any current or former executive of Cooper Parent (excluding any directors or Secretary) or any person who is serving or has served at the request of Cooper Parent as a director, executive or trustee of another company, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of Cooper Parent, to which he or she was, is, or is threatened to be made a party by reason of the fact that he or she is or was such a director, executive or trustee, provided always that such indemnity shall not extend to any matter which would render it void pursuant to the Irish Companies Acts. In the case of any threatened, pending or completed action, suit or proceeding by or in the right of Cooper Parent, Cooper Parent shall indemnify each such person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to Cooper Parent unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

     The directors of Cooper Parent may on a case-by-case basis decide at their discretion that it is in the best interest of Cooper Parent to indemnify an individual director from any liability arising from his or her position as a director of Cooper Parent. However, this discretion must be exercised bona fide in the best interests of Cooper Parent as a whole.

     Irish companies may take out directors and officers liability insurance, as well as other types of insurance, for their directors and officers. Cooper Parent has purchased and maintains a directors’ and officers’ liability policy.

     Cooper Industries, Ltd. and Cooper Parent have entered into the Director and Secretary indemnification agreements with each of the directors and the Secretary of Cooper Parent, and Cooper Industries, Ltd. and Cooper Parent have entered into the Officer indemnification agreements with each of the executives of Cooper Parent (other than the directors and the Secretary).

Limitation on Director Liability

     Under Irish law, a company may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result.

Conflicts of Interest

     As a matter of Irish law, a director is under a general fiduciary duty to avoid conflicts of interest. Directors who have a personal interest in a proposed transaction or arrangement with Cooper Parent are required to declare the nature of their interest, whether direct or indirect, at a meeting of the directors of Cooper Parent. Cooper Parent is required to maintain a register of such declared interests which must be available for inspection by the shareholders. Although Irish law and Cooper Parent’s articles of association would not prohibit such director from participating in any vote in relation to such proposed transaction or arrangement following such disclosure, he or she would be prohibited from doing so pursuant to the policy on conflicts of interest that Cooper Parent adopted in connection with the Transaction. The fiduciary duty of a director to avoid conflicts of interest also extends to not making personal profit from opportunities that result from directorship.

Shareholders’ Suits

     In Ireland, the decision to institute proceedings is generally taken by a company’s board of directors who will usually be empowered to manage the company’s business. In certain limited circumstances, a shareholder may be entitled to bring a derivative action on behalf of Cooper Parent. The central question at issue in deciding whether

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a minority shareholder may be permitted to bring a derivative action is whether, unless the action is brought, a wrong committed against Cooper Parent would otherwise go un-redressed.

     The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (1) that the company is entitled to the relief claimed and (2) that the action falls within one of the five exceptions derived from case law, as follows:

• Where an ultra vires or illegal act is perpetrated.

• Where more than a simple majority is required to ratify the “wrong” complained of.

• Where the shareholders’ personal rights are infringed.

• Where a fraud has been perpetrated upon a minority by those in control.

• Where the justice of the case requires a minority to be permitted to institute proceedings.

     The shareholders of Cooper Parent may also bring proceedings against Cooper Parent where the affairs of Cooper Parent are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. Oppression connotes conduct which is burdensome, harsh or wrong. The conduct must relate to the internal management of Cooper Parent. This is an Irish statutory remedy and the court can grant any order it sees fit, usually providing for the purchase or transfer of the shares of any shareholder.

Shareholder Consent to Action Without Meeting

     The Irish Companies Acts provide that shareholders may approve a resolution without a meeting if (a) all shareholders sign the written resolution and (b) the company’s articles of association permit written resolutions of shareholders. Cooper Parent’s articles of association provide shareholders with the right to take action by unanimous written consent as permitted by Irish law.

Record Dates for Shareholder Meetings

     Cooper Parent’s articles of association provide for the board to fix a record date for the purpose of determining the shareholders entitled to: (a) notice of and/or to vote at any general meeting of Cooper Parent or any adjournment or postponement thereof; (b) consent to corporate action in writing without a general meeting of the company; (c) receive payment of any dividend or other distribution or allotment of rights; (d) exercise any rights in respect of any change, conversion or exchange of shares; or (e) for the purpose of any other action permitted by law. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of the business day on which the board adopts the resolution relating thereto.

Director Nominations; Proposals of Shareholders

     Cooper Parent’s articles of association provide that at any annual general meeting, only such business shall be conducted as shall have been properly brought before the meeting: by or at the direction of the board of directors; or by any shareholder who complies with the procedures set forth in Cooper Parent’s articles of association. For business to be properly brought before an annual general meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to Cooper Parent’s Secretary and satisfied the requirements under applicable rules promulgated by the SEC or the NYSE or any other exchange on which the Cooper Parent’s securities are traded.

     To be timely for consideration at the annual general meeting, a shareholder’s notice must be received by the Secretary of Cooper Parent not less than 45 calendar days, or such greater length of time as permitted by appropriate rules of the SEC, in advance of the anniversary of the date that Cooper Parent’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting.

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     To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual general meeting: (a) a brief description of the business desired to be brought before the annual general meeting and the reasons for conducting such business at the annual general meeting, (b) the name and record address of such shareholder, (c) the class or series and number of shares of Cooper Parent which are owned beneficially or of record by such shareholder, (d) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, and (e) a representation that such shareholder intends to appear in person or by proxy at the annual general meeting to bring such business before the meeting. To be in proper written form, a shareholder’s notice to the Secretary regarding nomination of any person for election to the board of directors must also set forth as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class or series and number of shares of Cooper Parent which are owned beneficially or of record by the person, and (d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

     The articles of association of Cooper Parent provide that, except as provided by law, at an extraordinary general meeting, only such business shall be conducted as shall have been specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board. In addition, the Irish Companies Acts provide that shareholders holding not less than 10% of the total voting rights may call an extraordinary general meeting for the purpose of considering director nominations or other proposals, as described above under “—General Meetings of Shareholders.”

Adjournment of Shareholder Meetings

     Cooper Parent’s articles of association provide that at any meeting duly called at which a quorum is present, the holders of a majority of the voting shares represented thereat may adjourn such meeting from time to time without notice other than by announcement of the chairman of the meeting. Cooper Parent’s articles of association also provide that any meeting duly called at which a quorum is not present shall be adjourned and Cooper Parent shall provide a valid notice in the event that such meeting is to be reconvened.

Amendment of Governing Documents

     Irish companies may only alter their memorandum and articles of association by the passing of a special resolution. In general the articles of association would typically be altered, changed, or amended, or superseded by new articles, in whole or in part, on the recommendation of the board of directors, and would be subject to approval by special resolution of shareholders at an annual or extraordinary general meeting called for such purpose or without a meeting by the written consent of all of the holders of record of shares of Cooper Parent. The affirmative vote of the holders of at least 80% of Cooper Parent’s voting power on the relevant record date shall be required to alter, amend or repeal certain provisions of the articles of association, including those governing the number, election and term of directors. An 80% shareholder vote also generally is required to amend, change or repeal the articles described above under “— Anti-Takeover Provisions — Business Combinations with Related Persons,” unless two-thirds (2/3) of the Continuing Directors recommend such amendment, change or repeal to shareholders, in which case a special resolution of shareholders of Cooper Parent on the relevant record date shall be required.

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DESCRIPTION OF DEPOSITARY SHARES

     The following summarizes briefly the material provisions of the deposit agreement and the depositary shares and depositary receipts. You should read the particular terms of any depositary shares and any depositary receipts that are offered by us, and any deposit agreement relating to a particular series of preferred stock, which will be described in more detail in an applicable prospectus supplement. We will file the form of deposit agreement, including the form of depositary receipt, as an exhibit to a Current Report on Form 8-K before we issue the depositary shares. As used in this section only, “we”, “our” and “us” refers to Cooper Industries plc.

General

     We may elect to have preferred shares represented by depositary shares. The shares of each series of preferred shares represented by depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us and having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Unless otherwise specified in the applicable prospectus supplement, the depositary agreement, the depositary shares and the depositary receipts will be governed by and construed in accordance with the law of the State of New York. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, proportionately, to all the rights, preferences and privileges of the preferred share represented by such depositary share (including dividend, voting, redemption, conversion, exchange and liquidation rights).

     The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the preferred shares in accordance with the terms of the offering.

     Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, execute and deliver temporary depositary receipts which are substantially identical to, and which entitle the holders to all the rights pertaining to, the definitive depositary receipts. Depositary receipts will be prepared thereafter without unreasonable delay, and temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

     The depositary will distribute all cash dividends and other cash distributions received in respect of the deposited preferred shares to the record holders of depositary shares relating to the preferred shares, in proportion to the numbers of the depositary shares owned by such holders.

     In the event of a non-cash distribution, the depositary will distribute property it receives to the appropriate record holders of depositary shares. If the depositary determines that it is not feasible to make a distribution, it may, with our approval, sell the property and distribute the net proceeds from the sale to the holders.

Redemption of Stock

     If a series of preferred shares represented by depositary shares is to be redeemed, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of each series of preferred shares held by the depositary. The depositary shares will be redeemed by the depositary at a price per depositary share equal to the applicable fraction of the redemption price per share payable in respect of the preferred shares so redeemed. Whenever we redeem preferred shares held by the depositary, the depositary will redeem, as of the same date, the number of depositary shares representing preferred shares redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by the depositary by lot or pro rata or by any other equitable method as may be determined by the depositary.

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Withdrawal of Stock

     Any holder of depositary shares may, upon surrender of the depositary receipts at the corporate trust office of the depositary, unless the related depositary shares have previously been called for redemption, receive the number of whole shares of the related series of preferred shares and any money or other property represented by the depositary receipts. Holders of depositary shares making withdrawals will be entitled to receive preferred shares on the basis described in an applicable prospectus supplement for such series of preferred shares, but holders of whole preferred shares will not thereafter be entitled to deposit the preferred shares under the deposit agreement or to receive depositary receipts therefor. If the depositary shares surrendered by the holder in connection with a withdrawal exceed the number of depositary shares that represent the number of whole preferred shares to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares.

Voting Deposited Preferred Shares

     Upon receipt of notice of any meeting at which the holders of any series of deposited preferred shares are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares relating to such series of preferred shares. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the relevant series of preferred shares, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred shares represented by the holder’s depositary shares.

     The depositary will attempt, insofar as practicable, to vote the amount of such series of preferred shares represented by the depositary shares in accordance with the instructions, and we will agree to take all reasonable actions that may be deemed necessary by the depositary to enable the depositary to do so. The depositary will refrain from voting preferred shares to the extent it does not receive specific instructions from the holder of depositary shares representing the preferred shares.

Amendment and Termination of the Deposit Agreement

     The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of the depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. Every holder of an outstanding depositary receipt at the time any amendment becomes effective, or any transferee of the holder, will be deemed, by continuing to hold the depositary receipt, or by reason of the acquisition thereof, to consent and agree to the amendment and to be bound by the deposit agreement as amended thereby. The deposit agreement may be terminated by us or the depository only after:

• all outstanding depositary shares have been redeemed; or

• a final distribution in respect of the preferred shares has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of Cooper Parent.

Charges of Depositary

     We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay all charges of the depositary in connection with the initial deposit of the relevant series of preferred shares and any redemption of the preferred shares. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and other charges or expenses as are expressly provided in the deposit agreement.

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Resignation and Removal of Depositary

     The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary, any resignation or removal to take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

     The depositary will forward all reports and communications from us which are delivered to the depositary and which we are required to furnish to the holders of the deposited preferred shares.

     Neither we nor the depositary will be liable if we are or it is prevented or delayed by law or any circumstances beyond our or its control in performing any obligations under the deposit agreement. Our and its obligations under the deposit agreement will be limited to performance in good faith of our and its duties under the deposit agreement and neither we nor it will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or preferred shares unless satisfactory indemnity is furnished. The depositary and we may rely upon written advice of counsel or accountants, or upon information provided by holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

     The prospectus supplement that relates to a particular offering of debt securities will describe the terms of the debt securities offered and the extent to which the following general provisions do not apply to that particular offering. If the information in the prospectus supplement differs from this prospectus, you should rely on information in the prospectus supplement with respect to the particular debt securities being offered,

     The following describes the general terms of the debt securities to which any prospectus supplement may relate. Cooper US may issue debt securities in one or more series. If Cooper US offers debt securities, it will issue them under an indenture among Cooper US, as issuer, Cooper Parent, as a Guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”). The terms of the debt securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The trustee, Cooper US, Cooper Parent and any other Guarantor may enter into supplements to the Indenture from time to time. You can find the definitions of capitalized terms used in this description under the subheading “Certain Definitions.”

     We have filed the form of the Indenture as an exhibit to the registration statement of which this prospectus is a part. The following description is a summary of the provisions of the Indenture, a copy of which is available upon request to us at the address set forth under “Incorporation of Certain Documents by Reference.” Because it is a summary, it does not contain all of the information that may be important to you. We urge you to read the entire Indenture because it, and not this description, defines your rights as a holder of the debt securities.

General

     The debt securities will be unsecured obligations of Cooper US and will rank equal in right of payment with all of its unsecured and unsubordinated debt, unless Cooper US is required by the covenant described below under “Certain Covenants — Covenants Limiting Secured Indebtedness” to secure the debt securities. The Indenture does not limit the aggregate principal amount of debt securities that may be issued under the Indenture, unless Cooper US indicates otherwise in a prospectus supplement. The Indenture allows Cooper US to issue debt securities of any series up to the aggregate principal amount that it authorizes.

     Cooper US may issue the debt securities in one or more series with the same or various maturities at par, at a premium or at a discount. Debt securities bearing no interest or interest at a rate that at the time of issuance is below market rates will be sold at a discount below their stated principal amount. The discount may be substantial. We will describe federal income tax consequences and other special considerations applicable to any of these securities in the applicable prospectus supplement. Unless otherwise provided in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection upon a change in control of Cooper US or any Guarantors or upon a highly leveraged transaction, whether or not the transaction results in a change in control of Cooper US or any Guarantors.

     A prospectus supplement and a supplemental indenture or authorizing resolutions relating to any series of debt securities being offered will include specific terms relating to the offering. The terms will include some or all of the following:

• the designation, aggregate principal amount and authorized denominations of the debt securities;

• the percentage of the principal amount at which the debt securities will be issued:

• the date or dates on which the debt securities will mature:

• the date or dates on which principal will be payable and whether the debt securities will be payable on demand on or after any date;

• the rate or rates per annum at which the debt securities will bear interest, if any, or the method of determining the rate or rates;

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• the date or dates from which interest, if any, will accrue and the times at which interest will be payable;

• provisions for a sinking, purchase or other similar fund, if any;

• if applicable, the date after which and the price or prices at which the debt securities may be redeemed;

• the principal amount of the debt securities that are issued bearing no interest or below-market interest payable upon declaration of acceleration of the maturity of the debt securities;

• any modifications of the events of default, covenants or defeasance provisions contained in the Indenture pertaining to the debt securities;

• if applicable, whether such debt securities will have the benefit of a guarantee, and if so, the identity of the related Guarantors; and

• any other terms of the debt securities.

The following will occur at the office of the trustee in New York, New York:

• Cooper US will make all principal, premium and interest payments on the debt securities, unless Cooper US elects to make interest payments by check mailed to the address of the person entitled to the payment as it appears on the register of holders of debt securities;

• the debt securities will be exchangeable for other authorized denominations; and

• transfers of the debt securities will be registrable.

     Cooper US will issue debt securities only in fully registered form without coupons in denominations of $1,000 or any integral multiple of $1,000. No service charge will apply to any transfer or exchange of the debt securities, but Cooper US may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.

Guarantees

     The debt securities will be fully and unconditionally guaranteed by Cooper Parent and, if specified in the prospectus supplement respecting a series of debt securities, Cooper Industries, Ltd. and the wholly-owned, indirect subsidiaries of Cooper Parent that are considered the principal domestic operating subsidiaries in our Energy and Safety Solutions and Electrical Products Group segments. Such principal domestic operating subsidiaries currently are as follows: Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power Systems, LLC and Cooper Wiring Devices, Inc. Each guarantee will be an unsecured obligation of the Guarantor and will rank equal in right of payment with such Guarantor’s unsecured and unsubordinated debt, unless such Guarantor is required by the covenant described below under “Certain Covenants — Covenants Limiting Secured Indebtedness” to secure the guarantee. To the extent there is more than one Guarantor, the guarantees of such Guarantors will be joint and several obligations of such Guarantors.

     The prospectus supplement will describe any limitations on the maximum amount of any particular guarantee and the conditions under which such guarantee may be released.

Payment of Additional Amounts

     If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where Cooper Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the United States, from or through which the Payor makes a payment on the debt securities, or, in each case, any political organization or governmental authority in such jurisdiction

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having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the debt securities, including under a guarantee thereof, the Payor will pay to each holder of debt securities, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such holder will be not less than the amount specified in such debt securities to which such holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of:

• any tax, assessment or other governmental charge which would not have been imposed but for (a) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in trade or business therein or having or having had a permanent establishment in the Relevant Tax Jurisdiction or (b) the presentation of debt securities (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;

• any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

• any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, or any interest on, the debt securities;

• any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of the debt securities to comply with a request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

• any combination of the above;

nor will Additional Amounts be paid with respect to any payment of the principal of, or interest on, the debt securities to any holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such debt securities.

     The Payor will provide the trustee with the official acknowledgment of the Relevant Tax Jurisdiction (or, if the acknowledgment is not available, a certified copy of the acknowledgement) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the holders of the debt securities or the paying agent, as applicable, upon request.

     All references in this prospectus to principal of, and interest on, the debt securities will include any Additional Amounts payable by the Payor in respect of such principal and interest.

Redemption for Changes in Withholding Taxes

     Cooper US will be entitled to redeem the debt securities, at its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount of the debt securities, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Payor has

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become or would become obligated to pay, on the next date on which any amount would be payable with respect to the debt securities, any Additional Amounts as a result of:

• a change in or an amendment to the laws (including any regulations promulgated under such laws) of a taxing jurisdiction, which change or amendment is announced after the date of the prospectus supplement used in connection with the issuance of the debt securities;

• any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after the date of the prospectus supplement used in connection with the issuance of the debt securities; or

• any change in or an amendment to any official position regarding the application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such taxing jurisdiction is a party, which change or amendment is announced or execution or amendment occurs, as the case may be, after the date of the prospectus supplement used in connection with the issuance of the debt securities; and

• in each case, the Payor cannot avoid such obligation by taking reasonable measures available to it.

     Before Cooper US publishes or mails any notice of redemption of the debt securities as described above, it will deliver to the trustee an officers’ certificate to the effect that Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Payor would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Certain Covenants

     The Indenture contains certain covenants, including, among others, those described below. Except as set forth below, neither Cooper US nor any Guarantor is restricted by the Indenture from incurring any type of indebtedness or other obligation, from paying dividends or making distributions on its capital stock or purchasing or redeeming its capital stock. In addition, the Indenture does not contain any provisions that would require Cooper US to repurchase or redeem or otherwise modify the terms of any of the debt securities upon a change in control or other events involving Cooper US or any Guarantor that may adversely affect the credit rating of the debt securities.

     Covenant Limiting Secured Indebtedness. Neither Cooper Parent nor any Restricted Subsidiary may create, assume, guarantee or incur any Secured Indebtedness without in any such case effectively providing concurrently with the creation, assumption, guarantee or incurrence of any such Secured Indebtedness that the debt securities shall be secured equally and ratably with (or, at the option of Cooper Parent, prior to) such Secured Indebtedness but only for so long and during such time as (i) such Secured Indebtedness shall exist and be secured by a Lien upon property (including shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary and (ii) the aggregate of all Secured Indebtedness not secured solely by Liens described in the bullet points below and all Attributable Debt (with some exceptions) exceeds 15% of Consolidated Tangible Assets. However, this limitation does not apply to the following types of Secured Indebtedness:

• Liens on property (including shares or Indebtedness) which is not a Principal Property;

• Liens on property (including shares or Indebtedness) of any entity existing at the time it becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation’s becoming a Restricted Subsidiary;

• Liens on property (including shares or Indebtedness) existing at the time of acquisition of the property by Cooper Parent or a Restricted Subsidiary;

• Liens to secure the payment of all or any part of the purchase price of property (including shares or Indebtedness) created upon the acquisition of such property by Cooper Parent or a Restricted

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Subsidiary, and Liens to secure any Secured Indebtedness incurred by Cooper Parent or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the property, which Secured Indebtedness is incurred for the purpose of financing all or any part of the purchase price or construction of improvements, alterations or repairs; provided, however, that in the case of any such acquisition, construction or improvement, alteration or repair, the Lien shall not apply to any property theretofore owned by Cooper Parent or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or the improvement, is located and any other property not then constituting a Principal Property;

• Liens securing Secured Indebtedness of any Restricted Subsidiary owing to Cooper Parent or to another Restricted Subsidiary;

• Liens on property of any entity existing at the time it is merged or consolidated with Cooper Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of any entity as an entirety or substantially as an entirety to Cooper Parent or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by such corporation prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition;

• Liens on property of Cooper Parent or a Restricted Subsidiary in favor of governmental authorities or any trustee or mortgagee acting on behalf, or for the benefit, of any governmental authorities to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to the Liens (including without limitation Liens incurred in connection with pollution control, industrial revenue or similar financings), and any other Liens incurred or assumed in connection with the issuance of industrial revenue bonds or private activity bonds the interest of which is exempt from federal income taxation under Section 103(b) of the Internal Revenue Code;

• Liens upon property (including shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary existing on the first date on which a debt security is authenticated by the trustee under the Indenture; and

• certain extensions, renewals or replacements of any Lien referred to in the above list.

     Covenant Limiting Sale and Leaseback Transactions. Neither Cooper Parent nor any Restricted Subsidiary may enter into any Sale and Leaseback Transaction covering any Principal Property of Cooper Parent or any Restricted Subsidiary, unless:

          (A) the sum of the following does not exceed 15% of Consolidated Tangible Assets:

     (1) the Attributable Debt outstanding pursuant to such Sale and Leaseback Transaction:

     (2) all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by Cooper Parent or any Restricted Subsidiary after the first date on which a debt security is authenticated by the trustee under the Indenture, except for Sale and Leaseback Transactions of a Restricted Subsidiary entered into prior to becoming a Restricted Subsidiary; and

     (3) the aggregate amount of all Secured Indebtedness, except Secured Indebtedness outstanding permitted under “— Covenant Limiting Secured Indebtedness” above; or

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          (B) an amount equal to the greater of the following is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction:

     (1) the net proceeds to Cooper Parent or Restricted Subsidiary pursuant to the Sale and Leaseback Transaction, or

     (2) the fair market value of the property so leased as determined by the Board of Directors of Cooper Parent (in the case of clause (1) or (2), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering the property which Secured Indebtedness existed immediately prior to the Sale and Leaseback Transaction).

However, this limitation does not apply to any Sale and Leaseback Transaction:

• entered into in connection with the issuance of industrial revenue or private activity bonds the interest of which is exempt from federal income taxation under Section 103(b) of the Internal Revenue Code;

• if Cooper Parent or a Restricted Subsidiary applies an amount equal to the net proceeds, after repayment of any Secured Indebtedness secured by a Lien encumbering the Principal Property which Secured Indebtedness existed immediately before the Sale and Leaseback Transaction, of the sale or transfer of the Principal Property leased in the Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair or alteration or construction costs) in another Principal Property within one year before or after the sale or transfer:

• entered into by an entity prior to the date it became a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity’s becoming a Restricted Subsidiary; or

• entered into by an entity prior to the time it was merged or consolidated with Cooper Parent or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of the properties of such entity as an entirety or substantially as an entirety to Cooper Parent or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of any such merger, consolidation, sale, lease or transfer.

     Certain Definitions. Certain terms used in this description are defined in the Indenture as follows:

    “Attributable Debt” means the present value (discounted in accordance with a method of discounting which for financial reporting purposes is consistent with generally accepted accounting principles) of the rental payments during the remaining term of any Sale and Leaseback Transaction for which the lessee is obligated (including any period for which such lease has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In case of any Sale and Leaseback Transaction that is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

     “Board of Directors” means the Board of Directors of Cooper US or a Guarantor, or any committee of such Board of Directors, or any committee of officers of such entity, duly authorized to take any action under the Indenture.

     “Consolidated Tangible Assets” means, as of any date, the total amount of assets of Cooper Parent and its Subsidiaries on a consolidated basis at the end of the fiscal quarter immediately preceding that date, as determined under generally accepted accounting principles, less: (a) Intangible Assets and (b) appropriate adjustments on account of minority interests of other persons holding equity investments in Subsidiaries, in the case of each of clauses (a) and (b) above as reflected on the consolidated balance sheet

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of Cooper Parent and its Subsidiaries at the end of the fiscal quarter immediately preceding that date.

“Funded Debt” means:

• any Indebtedness maturing by its terms more than one year from the date of its issuance, including any Indebtedness renewable or extendible at the option of the obligor to a date later than one year from the date of its original issuance, excluding any portion of Indebtedness which is included in current liabilities: and

• any Indebtedness which may be payable from the proceeds of Funded Debt as defined above under the terms of the Funded Debt.

     “Indebtedness” of any entity means all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by such entity or for which such entity is otherwise responsible or liable.

     “Intangible Assets” means all goodwill, patents, trademarks, service marks, trade names, copyrights, and all other items that would be treated as intangibles on the consolidated balance sheet of Cooper Parent and its Subsidiaries prepared under generally accepted accounting principles.

     “Lien” means any mortgage, pledge, security interest, lien, charge or other encumbrance.

     “Principal Property” means (1) any manufacturing plant located in the continental United States, or manufacturing equipment located in any such manufacturing plant (together with the land on which such plant is erected and fixtures comprising a part of such plant), owned or leased on the first date on which a debt security is authenticated by the trustee or thereafter acquired or leased by Cooper Parent or any Restricted Subsidiary, other than (a) any property that the Board of Directors of Cooper Parent determines is not of material importance to the total business conducted, or assets owned, by Cooper Parent and its Subsidiaries, as an entirety; or (b) any portion of any such property that the Board of Directors of Cooper Parent determines not to be of material importance to the use or operation of such property; and (2) any shares or Indebtedness issued by any Restricted Subsidiary. “Manufacturing plant” does not include any plant owned or leased jointly or in common with one or more persons other than Cooper Parent and its Restricted Subsidiaries in which the aggregate interest of Cooper Parent and its Restricted Subsidiaries does not exceed 50%. “Manufacturing equipment” means manufacturing equipment in such manufacturing plants used directly in the production of Cooper Parent or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of Cooper Parent or any Restricted Subsidiary’s products.

     “Restricted Subsidiary” means Cooper US, the subsidiary guarantors and any other Subsidiary substantially all the property of which is located within the continental United States, other than:

• a Subsidiary primarily engaged in financing, including, without limitation, lending on the security of, purchasing or discounting (with or without recourse) receivables, leases, obligations or other claims arising from or in connection with the purchase or sale of products or services;

• a Subsidiary primarily engaged in leasing or insurance;

• a Subsidiary included in the Tools segment; or

• a Subsidiary primarily engaged in financing Cooper Parent’s or any Restricted Subsidiary’s operations outside the continental United States.

“Sale and Leaseback Transaction” means any arrangement with any person providing for the

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leasing by Cooper Parent or any Restricted Subsidiary of any Principal Property of Cooper Parent or any Restricted Subsidiary whether the Principal Property is now owned or hereafter acquired, which Principal Property has been or is to be sold or transferred by Cooper Parent or the Restricted Subsidiary to such person. However, the following shall not be Sale and Leaseback Transactions:

• leases for a term of not more than three years;

• leases between Cooper Parent and a Restricted Subsidiary or between Restricted Subsidiaries; and

• leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operation, of the property.

      “Secured Indebtedness” of any entity means Indebtedness secured by any Lien upon property (including shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary.

     “Subsidiary” means any entity a majority of the voting shares or comparable voting interests of which are at the time owned or controlled, directly or indirectly, by Cooper Parent or by one or more Subsidiaries and which is consolidated in Cooper Parent latest consolidated financial statements filed with the SEC or provided generally to Cooper Parent shareholders.

Merger, Consolidation or Sale of Assets

     Cooper US may not merge into or consolidate with or convey or transfer its properties and assets substantially as an entirety to any person unless:

• the successor entity is a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia;

• the successor corporation assumes by supplemental Indenture all of the obligations of Cooper US under the Indenture; and

• immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing.

     Cooper Parent may not merge into or consolidate with or convey or transfer its properties substantially as an entirety to any person unless:

• the successor corporation assumes by supplemental indenture all of Cooper Parent’s obligations under the Indenture, including as a Guarantor; and

• immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing.

     A subsidiary guarantor may merge into or consolidate with or convey or transfer its assets substantially as an entirety to Cooper Parent or another Subsidiary if the successor entity assumes by supplemental indenture all of such subsidiary guarantor’s obligations as a Guarantor under the Indenture. Upon the occurrence of these events, such subsidiary guarantor shall be discharged from liability under the Indenture and the guarantee. Such subsidiary guarantor shall also be discharged from liability if it ceases to be a Subsidiary or merges into, consolidates with or transfers its assets to a party other than Cooper Parent or another Subsidiary.

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Events of Default

     The following are events of default under the Indenture:

• default for 30 days in payment of any interest on any of the debt securities of such series when due;

• default in the payment of principal of, or premium, if any, on any of the debt securities of such series when due at its stated maturity, when called for redemption, by declaration or otherwise;

• default in the making of any payment for a sinking, purchase or similar fund provided for in respect of such series and continuance of such default for a period of 30 days;

• default in the performance of any other covenant in the Indenture with respect to the debt securities for 90 days after notice to Cooper US by the trustee or by holders of 25% in principal amount of the outstanding debt securities of such series;

• the guarantee of the debt securities by Cooper Parent ceases to be, or is asserted in writing by Cooper US or Cooper Parent not to be, in full force and effect or enforceable in accordance with its terms (except as contemplated or permitted by the terms of the guarantee or the Indenture); and

• certain events of bankruptcy, insolvency and reorganization involving Cooper US or Cooper Parent.

     However, if indicated in the prospectus supplement for a particular series of debt securities, any of the foregoing events of default may be deleted or modified from that summarized above and additional events of default may be included. No event of default for a single series of debt securities constitutes an event of default for any other series of debt securities. If an event of default described above occurs and is continuing for any series, either the trustee or the holders of not less than 25% in total principal amount of the debt securities of the series then outstanding, voting separately as a series, by notice in writing to the Company (and to the Trustee if given by the holders of debt securities of such series), may declare the principal of all outstanding debt securities of the series and the accrued interest to be due and payable immediately. In the case of debt securities issued bearing no interest or below-market interest, the amount that may be declared due and payable immediately is the portion of the principal specified in the terms of the debt securities, along with the accrued interest. If an event of default described in the last bullet above occurs, the principal of all outstanding debt securities of the series and the related accrued interest shall automatically become due and payable immediately.

     In some cases, the holders of a majority in principal amount of the outstanding debt securities of a series may on behalf of the holders of all debt securities of the series waive any past default or event of default for the debt securities of the series or compliance with some provisions of the Indenture, except, among other things, an uncured default in payment of principal, premium, if any, or interest, if any, on any of the debt securities of the series.

     The trustee must, within 90 days after the occurrence of an event of default with respect to debt securities of a series, without regard to any grace period or notice requirement, give to the holders of such debt securities of the series notice of all uncured and unwaived defaults known to it. Except in the case of default in the payment of principal of or interest on any of the debt securities of the series, the trustee will be protected in withholding the notice if it in good faith determines that the withholding of the notice is in the interest of the holders of the debt securities of the series. The trustee is entitled to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the Indenture at the request of holders of the debt securities. The trustee’s right to indemnification is subject to the duty of the trustee to act with the required standard of care. Subject to the provisions of the Indenture, the holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting proceedings for remedies available to the trustee exercising any trust or power conferred on the trustee for the series. Cooper US and Cooper Parent must file annually with the trustee a certificate of no default or specifying any default that exists.

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Amendments and Waivers

     Cooper US, the Guarantors and the trustee may, without the consent of any holders of debt securities, amend or supplement the Indenture and enter into supplemental indentures for, among others, the purposes of:

• adding to the covenants of Cooper US or the Guarantors;

• adding additional events of default;

• establishing the form or terms of debt securities;

• to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

• to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee;

• to provide for the assumption of Cooper US’s or a Guarantor’s obligations of debt securities in the case of a merger or consolidation or disposition of all or substantially all of Cooper US’s or such Guarantor’s assets;

• to add or release Guarantors pursuant to the terms of the Indenture;

• curing ambiguities or inconsistencies in the Indenture; or

• making any other provisions about matters or questions arising under the Indenture if the action does not adversely affect the interests of the holders of any affected series of debt securities.

     Cooper US, the Guarantors and the trustee may, with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series to be affected, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the Indenture or the debt securities of a series or modifying any of the rights of the holders of the debt securities of the series to be affected. However, no supplemental indenture may, without the consent of each holder of debt securities to be affected, among other things:

• change the fixed maturity of the debt securities;

• reduce the principal amount of the debt securities;

• reduce the rate or extend the time of payment of interest on the debt securities;

• change the redemption provisions in any manner that would be adverse to any holder or adversely affect the right of repayment at the option of any holder;

• change the coin or currency in which the principal of or interest with respect to the debt securities are payable;

• impair the right to institute suit for the enforcement of any payment on or after the stated maturity of the debt securities or, in the case of redemption, on or after the redemption date;

• reduce the percentage of holders of debt securities required to consent to any supplemental indentures;

• modify any of the provisions regarding the waiver of past defaults and the waiver of specified covenants by the holders of debt securities; or

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• modify any of the above provisions.

Defeasance

     Cooper US and the Guarantors may at their option, with respect to debt securities of a series, (a) be discharged from any and all obligations of the debt securities of such series and related guarantees, except in each case for some obligations to register the transfer or exchange of such debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust or (b) be released from some restrictive covenants of the Indenture, including those described above under “Certain Covenants,” and will not be limited by any restrictions on merger, consolidation or sales of assets, in each case if Cooper US takes the following actions while no event of default is continuing with respect to payments due under the debt securities or certain events of bankruptcy, insolvency or reorganization of Cooper US or a Guarantor:

• deposits with the trustee, in trust, money, U.S. Government Obligations or Eligible Obligations or any combination of these that through the payment of interest and principal under their terms, will provide money in an amount sufficient to pay all the principal, including any mandatory sinking fund payments, any interest and any premium on the debt securities of such series on the dates the payments are due under the terms of the series; and

• provides to the trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, that holders of the debt securities of the series will not recognize income, gain or loss for federal income tax purposes from Cooper US’s and the applicable Guarantor’s exercise of its or their option and will be required to pay federal income tax on the same amount and in the same manner and at the same times as would have been the case if the option had not been exercised.

     In addition, Cooper US and the Guarantors can also obtain a discharge under the Indenture with respect to the debt securities of a series by depositing with the trustee, in trust, funds sufficient to pay at maturity or upon redemption all debt securities of the series, provided that all of the debt securities of the series are by their terms to become due and payable within one year. No opinion of counsel or ruling from the Internal Revenue Service is required in this case.

     “U.S. Government Obligations” means generally (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer of the obligations.

     “Eligible Obligations” means obligations which, when deposited, cause the debt securities to be rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

     If there is any discharge of the debt securities under the terms of the Indenture described above, the holders of the discharged debt securities will be able to look solely to the trust fund, and not to Cooper US or the Guarantors, for payments of principal, any premium and any interest.

The Trustee

     Deutsche Bank Trust Company Americas is the trustee under the Indenture. An affiliate of the trustee is currently a lender under the U.S. committed credit facility available to Cooper Parent and Cooper US.

Governing Law

     The Indenture provides that it, all of the debt securities and the guarantees of all of the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

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Book-Entry Securities

     The debt securities offered by this prospectus and any applicable prospectus supplement may be issued in whole or in part in book-entry form. In that case, beneficial owners of the debt securities will not receive certificates representing their ownership interests in the debt securities, except in the event the book-entry system for the debt securities is discontinued. Debt securities issued in book-entry form will be evidenced by one or more global securities that will be deposited with, or on behalf of, a depository identified in the applicable prospectus supplement relating to the debt securities. The Depository Trust Company is expected to serve as depository. A global debt security may not be transferred except as a whole between the depository and one or more of its nominees or a successor. Global debt securities may be issued in either registered or bearer form and in either temporary or permanent form. The specific terms of the depository arrangement with respect to a class or series of debt securities that differ from the terms described in this prospectus will be described in the applicable prospectus supplement.

     Unless otherwise indicated in the applicable prospectus supplement, we anticipate that the following provisions will apply to depository arrangements.

     Upon the issuance of a global debt security, the depository for the global debt security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual securities represented by the global debt security to the respective accounts of the beneficial owners of the individual debt securities, who are called “participants.” The accounts will be designated by the underwriters, dealers or agents with respect to the debt securities or by us if we directly offer and sell the debt securities. Ownership of a beneficial interest in a global debt security will be limited to the depository’s participants and will be shown on the records maintained by the depository or its nominee. Transfers of that ownership interest will be effected only through those records. Others may hold a beneficial interest in a global debt security but only through file ownership of a participant. Ownership and any transfer of that beneficial ownership will be shown on and effected through records maintained by the participant. The laws of some states require that certain purchasers of debt securities take physical delivery of the debt securities in definitive form. These laws may impair the ability to own, pledge or transfer beneficial interests in a global debt security.

     So long as the depository for a global debt security or its nominee is the registered owner of the global debt security, the depository or nominee, as the case may be, will be considered the sole owner of the debt securities represented by the global debt security for all purposes under the applicable instrument defining the rights of a holder of the underlying debt securities. Except as described below or in the applicable prospectus supplement, participants, or anyone holding through a participant, will not be entitled to have any of the underlying debt securities registered in their names, will not receive or be entitled to receive physical delivery of any of the underlying debt securities in definitive form and will not be considered the owners of the underlying securities under the applicable instrument defining the rights of the holders of the underlying debt securities.

     Amounts payable with respect to the underlying debt securities will be paid to the depository or its nominee, as the case may be, as the registered owner of the global debt security. Neither we, nor any of our officers or directors, nor any paying agent or security registrar for an individual series of debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

     We expect that the depository for a series of debt securities issued in book-entry form, upon receipt of any payment of interest, principal, premium (if any) or any other amount in respect of a global debt security will immediately credit its participants’ accounts with payments in amounts proportionate to their respective interests in the global debt security as shown on the records of the depository or its nominee. We also expect that payments by participants to owners of beneficial interests in the global debt security held through the participants will be governed by standing instructions and customary practices, as is the case with debt securities held for the account of customers in bearer form or registered in “street name.” Such payments will be the responsibility of the participants.

     If a depository for a series of debt securities is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by us within 90 days, we will issue individual debt securities of that series in exchange for the global debt security representing the series of debt securities. In addition, we may,

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at any time and in our sole discretion, subject to any limitations described in the applicable prospectus supplement relating to the debt securities, determine not to have any debt securities of a series represented by one or more global debt securities and, in such event, will issue individual debt securities of the series in exchange for the global debt security or debt securities representing that series of debt securities.

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DESCRIPTION OF WARRANTS

     We may issue warrants to purchase securities. Warrants may be issued independently or together with any securities and may be attached to or separate from the securities. The warrants are to be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent. Unless otherwise specified in the applicable prospectus supplement, the warrant agreements and the warrants will be governed by and construed in accordance with the law of the State of New York. The following summarizes briefly the material provisions of the warrant agreement and warrants. You should read the particular terms of the warrants, which will be described in more detail in the applicable prospectus supplement. The applicable prospectus supplement will also state whether any of the general provisions summarized below do not apply to the warrants being offered. We will file the form of warrant agreement as an exhibit to a Current Report on Form 8-K before we issue the warrants. As used in this section only, “we”, “our” and “us” refers to Cooper Industries plc.

     The applicable prospectus supplement will describe the following terms of any warrants that we may issue:

• the title of the warrants;

• the securities (which may include ordinary shares, preferred shares or depositary shares) for which the warrants are exercisable;

• the price or prices at which the warrants will be issued;

• the currency or currencies, including composite currencies or currency units, in which the price of the warrants may be payable;

• if applicable, the designation and terms of the ordinary shares, preferred shares or depositary shares with which the warrants are issued, and the number of the warrants issued with each ordinary share, each preferred share or each depositary share;

• if applicable, the date on and after which the warrants and the related ordinary shares, preferred shares or depositary shares will be separately transferable;

• if applicable, a discussion of any material United States federal income tax considerations; and

• any other terms of the warrants, including anti-dilution provisions of the warrants and procedures and limitations relating to the exchange and exercise of the warrants.

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DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

     The following description of share purchase contracts and share purchase units sets forth certain general terms and provisions of share purchase contracts and share purchase units. This summary does not contain all of the information that you may find useful. The particular terms of the share purchase contracts, the share purchase units and, if applicable, the prepaid securities will be described in the prospectus supplement relating to those securities. For more information, you should review the share purchase contracts, the collateral arrangements and any depositary arrangements relating to such share purchase contracts or share purchase units and, if applicable, the prepaid securities and the document pursuant to which the prepaid securities will be issued, each of which will be filed as an exhibit to a Current Report on Form 8-K before we issue the share purchase contracts or share purchase units. As used in this section only, “we”, “our” and “us” refers to Cooper Industries plc.

     We may issue share purchase contracts representing contracts obligating holders to purchase from us and us to sell to the holders a specified number of ordinary shares or preferred shares at a future date or dates. The price per share of ordinary share or preferred share may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula set forth in the share purchase contracts.

     The share purchase contracts may be issued separately or as a part of units, often known as share purchase units, consisting of a share purchase contract and either

• debt securities of Cooper US; or

• debt obligations of third parties, including U.S. Treasury securities,

securing the holder’s obligations to purchase the ordinary shares or preferred shares under the share purchase contracts. The share purchase contracts may require us to make periodic payments to the holders of the share purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The share purchase contracts may require holders to secure their obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid share purchase contracts, often known as prepaid securities, upon release to a holder of any collateral securing each holder’s obligations under the original share purchase contract.

     Unless otherwise specified in the applicable prospectus supplement, the share purchase contracts, the share purchase units and the unit agreements pursuant to which the share purchase units will be issued will be governed by and construed in accordance with the law of the State of New York.

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PLAN OF DISTRIBUTION

     We may sell the securities:

• directly to purchasers, or

• through agents, underwriters or dealers, or

• through a combination of any of these methods of sale.

     We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

     We may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the underwriters’ obligations in the related supplement to this prospectus.

     We may designate agents to solicit offers to purchase the securities from time to time. These agents may be deemed to be underwriters, as defined in the Securities Act of 1933, involved in the offer or sale of the securities. The prospectus supplement will name the agents and any commissions we pay them. Agents may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, under agreements between us and the agents, and the agents or their affiliates may extend credit to or engage in transactions with or perform services for us in the ordinary course of business. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.

     If we use any underwriters in the sale of any of the securities, we will enter into an underwriting agreement with them at the time of sale and the names of the underwriters and the terms of the transaction will be set forth in the prospectus supplement that the underwriters use to make resales of the securities. The underwriters may be entitled under the relevant underwriting agreement to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, and the underwriters or their affiliates may extend credit to or engage in transactions with or perform services for us in the ordinary course of business.

     If we use dealers in the sale of the securities, we will sell the securities to those dealers, as principal. The dealers may then resell the securities to the public at varying prices to be determined by them at the time of resale. Dealers may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, and the dealers or their affiliates may extend credit to or engage in transactions with or perform services for us in the ordinary course of our business.

     Cooper Parent’s ordinary shares are traded on the NYSE. Each series of securities will be a new issue and, other than our ordinary shares, will have no established trading market. We may elect to list any series of securities on an exchange, and in the case of the ordinary shares, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, we will not be obligated to do so. We can give no assurance as to the liquidity of the trading market for any of the offered securities.

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LEGAL MATTERS

     Certain legal matters under U.S. law in connection with the securities offered by this prospectus, including their validity, will be passed upon for us by King & Spalding LLP, Atlanta, Georgia and will be passed upon for any agents, dealers or underwriters by counsel named in the applicable prospectus supplement. Certain legal matters under Irish law in connection with the Ordinary Shares and Preferred Shares offered by this prospectus will be passed upon by Arthur Cox, Solicitors.

EXPERTS

     The consolidated financial statements of Cooper Industries plc appearing in Cooper Industries plc’s Current Report on Form 8-K dated November 8, 2010, for the year ended December 31, 2009 and the effectiveness of Cooper Industries plc’s internal control over financial reporting as of December 31, 2009 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following table sets forth the estimated expenses (other than underwriting discounts and commissions) to be incurred by Cooper Parent in connection with the issuance and distribution of the securities registered under this registration statement.

Securities and Exchange Commission Registration Fee	$	*
Legal Fees and Expenses	$	**
Accounting Fees and Expenses		**
Printing and Engraving Expenses		**
Trustee Fees and Expenses		**
Rating Agency Fees		**
Miscellaneous		**
Total	$

*	To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of debt securities under this registration statement pursuant to Rule 457(r).
**	These fees are calculated based on the securities offered and the number of issuances. Therefore, these fees cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

     Cooper Parent’s articles of association confer an indemnity on its directors and Secretary only in the limited circumstances permitted by the Irish Companies Acts 1963-2009 (the “Irish Companies Acts”). The Irish Companies Acts prescribe that such an indemnity only permits a company to pay the costs or discharge the liability of a director or the secretary where judgment is given in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the Secretary of Cooper Parent. Any provision which seeks to indemnify a director or secretary of an Irish company over and above this shall be void under Irish law, whether contained in its articles of association or any contract between the director or secretary and Cooper Parent.

     In addition, Cooper Parent’s articles of association provide that Cooper Parent shall indemnify any current or former executive of Cooper Parent (excluding any directors or Secretary) or any person who is serving or has served at the request of Cooper Parent as a director, executive or trustee of another company, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of Cooper Parent, to which he or she was, is, or is threatened to be made a party by reason of the fact that he or she is or was such a director, executive or trustee, provided always that such indemnity shall not extend to any matter which would render it void pursuant to the Irish Companies Acts. In the case of any threatened, pending or completed action, suit or proceeding by or in the right of Cooper Parent, Cooper Parent shall indemnify each such person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to Cooper Parent unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

II-1 

     The directors of Cooper Parent may on a case-by-case basis decide at their discretion that it is in the best interest of Cooper Parent to indemnify an individual director from any liability arising from his or her position as a director of Cooper Parent. However, this discretion must be exercised bona fide in the best interests of Cooper Parent as a whole.

     Irish companies may take out directors and officers liability insurance, as well as other types of insurance, for their directors and officers. Cooper Parent has purchased and maintains a directors’ and officers’ liability policy.

     Cooper Parent became the successor issuer to Cooper Industries, Ltd., a Bermuda company (“Cooper-Bermuda”) pursuant to a scheme of arrangement under Bermuda law whereby, on September 8, 2009, all of the previously outstanding Class A common shares of Cooper-Bermuda (other than Class A common shares held by subsidiaries of Cooper-Bermuda) were cancelled and each holder of cancelled Cooper-Bermuda Class A common shares received ordinary shares of the Company on a one-for-one basis in respect thereof (the “Transaction”). In connection with the Transaction, Cooper Parent and its subsidiary, Cooper-Bermuda, have each entered into deeds of indemnification with each of the directors and the Secretary of Cooper Parent (the “Director Indemnification Agreements”) that provide that Cooper Parent and Cooper-Bermuda will indemnify the indemnitee to the fullest extent permitted by law against claims related to the indemnitee’s service as a director of Cooper Parent (or its predecessor Cooper-Bermuda), except for claims relating to actions by the indemnitee that are determined by a court to constitute fraud or dishonesty in the performance of his or her duties. The Director Indemnification Agreement with Cooper-Bermuda also provides that any and all indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as they are incurred, provided that the indemnitee must repay any such expense advance to the extent that the indemnitee is adjudged by the Supreme Court of Bermuda or the court in which such action was brought to be liable for fraud or dishonesty in the performance of his or her duties. The Director Indemnification Agreement with Cooper Parent provides directors certain rights to receive advancement of indemnifiable expenses at the discretion of Cooper Parent. In the event the indemnitee receives judgment in his or her favor or the claim against the indemnitee is otherwise disposed of in a manner that allows Cooper Parent to indemnify the indemnitee under its articles of association as then in effect, Cooper Parent will provide such indemnification to the indemnitee and will reimburse Cooper-Bermuda for any indemnification or expense advance previously made by Cooper-Bermuda in connection with such claim.

     In connection with the Transaction, Cooper-Bermuda and Cooper Parent entered into deeds of indemnification with each of the executives of Cooper Parent (other than the directors and Secretary) (the “Officer indemnification agreements”) that provide that Cooper Parent will indemnify the indemnitee to the fullest extent permitted by law against claims related to the indemnitee’s service to Cooper Parent (or to Cooper-Bermuda prior to the Transaction Time), except for claims relating to actions by the indemnitee that are determined by a court to constitute fraud or dishonesty in the performance of his or her duties to Cooper Parent or, prior to the Transaction Time, to Cooper-Bermuda. The Officer indemnification agreements also provide that any and all indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as they are incurred, provided that the indemnitee must repay any such expense advance to the extent that the indemnitee is adjudged by the High Court of Ireland or the court in which such action was brought to be liable for fraud or dishonesty in the performance of his or her duties to Cooper Parent or, prior to the Transaction Time, to Cooper-Bermuda.

     Cooper Industries, Ltd. is an exempted company incorporated with limited liability under the laws of Bermuda. Section 98 of the Bermuda Companies Act of 1981 (the “Bermuda Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of Bermuda law otherwise would be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company or any subsidiary thereof. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Bermuda Act. Cooper Industries, Ltd. has adopted provisions in its Bye-Laws providing that it shall indemnify its officers and directors to the maximum extent permitted under the Bermuda Act.

     Cooper US is a Delaware corporation and an indirect subsidiary of Cooper Parent. Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of

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Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. As a general matter, Delaware law permits such indemnification if such individuals acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The Bylaws of Cooper US, Inc. provide for indemnification consistent with that permitted by Delaware law.

     The applicable laws of Delaware and New York govern the indemnification of the directors and officers of the subsidiary guarantors, other than Cooper Industries, Ltd. For Cooper B-Line, Inc. the summary provided in the preceding paragraph applies. For the entity that is organized in New York, the applicable statutes are similar to the laws of the State of Delaware described in the paragraph above, although Section 721 of the New York Business Corporation law provides that no director or officer may be indemnified if a director’s or officer’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action, or if such director or officer personally gained a financial profit or other advantage to which the director or officer was not legally entitled. For the entities which are Delaware limited liability companies, Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The operating agreement of each of the subsidiary guarantors that is a Delaware limited liability company provides that such company shall indemnify and hold harmless, and may advance expenses to each member, director and officer from and against all claims and demands incurred in connection with the good faith discharge of such individual’s obligations under the agreement.

Item 16. Exhibits

Exhibit
Number	Description
*1.1	Form of Underwriting Agreement.
4.1	Form of Indenture among Cooper US, Inc., Cooper Industries plc and Deutsche Bank Trust Company Americas, as trustee.
4.2	Second Amended and Restated Rights Agreement, dated September 8, 2009, by and among Cooper Industries plc, Cooper Industries, Ltd. and Computershare Trust Company, N.A., as Rights Agent (incorporated by referenced to Exhibit 4.1 to Cooper Industries plc’s Form 8-K, filed on September 9, 2009).
*4.3	Form of Deposit Agreement for Depositary Shares.
*4.4	Form of Preferred Share Certificate.
*4.5	Form of Warrant Agreement.
*4.6	Form of Purchase Contract.
*4.7	Form of Unit Agreement.
5.1	Opinion of King & Spalding LLP.
5.2	Opinion of Arthur Cox, Solicitors.

 II-3

Exhibit
Number	Description
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to Cooper Industries plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1 to this Registration Statement).
23.3	Consent of Arthur Cox, Solicitors (included in Exhibit 5.2 to this Registration Statement).
24.1	Powers of Attorney for Messrs. Hachigian, Klebe, Barta, Taten, Johnson and Helz (included on the signature pages hereto).
24.2	Powers of Attorney for the non-management directors of Cooper Industries plc
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of Deutsche Bank Trust Company Americas.

* To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement.

Item 17. Undertakings

     The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering price range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)	That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of

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prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) (a) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants offering securities will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of Cooper Parent’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrants hereby undertake to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a posteffective amendment will be filed to set forth the terms of such offering.

(d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the appropriate registrants will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER INDUSTRIES PLC
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigian
	Chairman, President, Chief Executive Officer and Authorized Representative

POWER OF ATTORNEY

     Messrs. Hachigian, Barta and Johnson whose signatures appear below appoint Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     The remaining directors of Cooper Industries plc have also appointed Bruce M. Taten and Terrance V. Helz as their attorneys-in-fact or agents pursuant to the Powers of Attorney attached hereto as Exhibit 24.2.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Chairman, President and Chief Executive Officer
Kirk S. Hachigian	(Principal Executive Officer)
/s/ David A. Barta	Senior Vice President and Chief Financial Officer
David A. Barta	(Principal Financial Officer)
/s/ Rick L. Johnson	Vice President, Controller and Chief Accounting Officer
Rick L. Johnson	(Principal Accounting Officer)
* Stephen G. Butler	Director

II-6 

Signature	Title
*	Director
Robert M. Devlin
*	Director
Ivor J. Evans
*	Director
Linda A. Hill
*	Director
Lawrence D. Kingsley
*	Director
James J. Postl
*	Director
Dan F. Smith
*	Director
Gerald B. Smith
*	Director
Mark S. Thompson
*	Director
James R. Wilson

* By	/s/ Terrance V. Helz
	Terrance V. Helz
	Attorney-in-Fact

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER US, INC.
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigian
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Chairman, President & Chief Executive Officer,
Kirk S. Hachigian	(Principal Executive Officer) Director
/s/ David A. Barta	Senior Vice President and Chief Financial Officer
David A. Barta	(Principal Financial Officer)
/s/ Rick L. Johnson	Vice President, Controller and
Rick L. Johnson	Chief Accounting Officer (Principal Accounting Officer)
/s/ Terry A. Klebe	Director
Terry A. Klebe

II-8 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, November 8, 2010.

COOPER B-LINE, INC.
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigian
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigian
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer and Director
Rick L. Johnson
/s/ Bruce M. Taten	Director
Bruce M. Taten

II-9 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER BUSSMANN, LLC
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigian
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigian	Chairman, President and Chief Executive Officer of Cooper US, Inc., Sole Member of Cooper Bussmann, LLC
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer
Rick L. Johnson

II-10 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER CROUSE-HINDS, LLC
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigian
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigian	Chairman, President and Chief Executive Officer of Cooper US, Inc., Sole Member of Cooper Crouse-Hinds, LLC
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer
Rick L. Johnson

II-11 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER INDUSTRIES, LTD.
By	/s/ Kirk S. Hachigian
	Kirk S. Hachigan
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigan
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer
Rick L. Johnson
/s/ Bruce M. Taten	Director
Bruce M. Taten
/s/ Terrance V. Helz	Director
Terrance V. Helz

II-12 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER LIGHTING, LLC
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigan
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigan	Chairman, President and Chief Executive Officer of Cooper US, Inc., Sole Member of Cooper Lighting, LLC
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer
Rick L. Johnson

II-13 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER POWER SYSTEMS, LLC
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigan
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigan	Chairman, President and Chief Executive Officer of Cooper US, Inc., Sole Member of Cooper Power Systems, LLC
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer
Rick L. Johnson

II-14 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 8, 2010.

COOPER WIRING DEVICES, INC.
By:	/s/ Kirk S. Hachigian
	Kirk S. Hachigan
	Principal Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his or her capacity as a director or officer, to sign any and all amendments (including post-effective amendments) to this registration statement, and all documents or instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on November 8, 2010.

Signature	Title
/s/ Kirk S. Hachigian	Principal Executive Officer
Kirk S. Hachigan
/s/ David A. Barta	Principal Financial Officer
David A. Barta
/s/ Rick L. Johnson	Principal Accounting Officer and Director
Rick L. Johnson
/s/ Bruce M. Taten	Director
Bruce M. Taten

II-15 

INDEX TO EXHIBITS

Exhibit
Number	Description
*1.1	Form of Underwriting Agreement.
4.1	Form of Indenture among Cooper US, Inc., Cooper Industries plc and Deutsche Bank Trust Company Americas, as trustee.
4.2	Second Amended and Restated Rights Agreement, dated September 8, 2009, by and among Cooper Industries plc, Cooper Industries, Ltd. and Computershare Trust Company, N.A., as Rights Agent (incorporated by referenced to Exhibit 4.1 to Cooper Industries plc’s Form 8-K, filed on September 9, 2009).
*4.3	Form of Deposit Agreement for Depositary Shares.
*4.4	Form of Preferred Share Certificate.
*4.5	Form of Warrant Agreement.
*4.6	Form of Purchase Contract.
*4.7	Form of Unit Agreement.
5.1	Opinion of King & Spalding LLP.
5.2	Opinion of Arthur Cox, Solicitors.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to Cooper Industries plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1 to this Registration Statement).
23.3	Consent of Arthur Cox, Solicitors (included in Exhibit 5.2 to this Registration Statement).
24.1	Powers of Attorney for Messrs. Hachigian, Klebe, Barta, Taten, Johnson and Helz (included on the signature pages hereto).
24.2	Powers of Attorney for the non-management directors of Cooper Industries plc.
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of Deutsche Bank Trust Company Americas.

* To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement.

EX-4.1

Exhibit 4.1

COOPER US, INC.

and

COOPER INDUSTRIES PLC

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee

INDENTURE
Dated as of ________, _________

Providing for issuance of Debt Securities in Series

Reconciliation and tie between Trust Indenture Act of
1939 and Indenture dated as of __________, _________

Trust Indenture Act Section		Indenture Section
§ 310(a)(1)		5.03, 8.09
	(a)(2)	8.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	8.09
	(b)	8.08, 8.10
§ 311(a)		8.13
§ 312(a)		601
		6.02(a)
	(b)	6.02(b)
	(c)	6.02(c)
§ 313(a)		604(a)
	(b)	6.04(b)
	(c)	6.04(b)
	(d)	6.04(c)
§ 314(a)(1-3)		6.03(a-c)
	(a)(4)	5.08
	(b)	Not Applicable
	(c)(1)	15.05
	(c)(2)	15.05
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	15.05
	(f)	Not Applicable
§ 315(a)		8.01
	(b)	7.08
		6.04(a)(6)
	(c)	8.01
	(d)	8.01
	(d)(1)	8.01(a)
	(d)(2)	8.01(b)
	(d)(3)	8.01(c)
	(e)	7.09
§ 316(a)(1)(A)		7.07
	(a)(1)(B)	7.01
		7.07
	(a)(2)	Not Applicable
	(b)	7.04
	(c)	6.01
§ 317(a)(1)		7.02
	(a)(2)	7.02
	(b)	5.04
§ 318(a)		15.07

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS*

	Page
PARTIES		1
RECITALS		1
Purpose of the Consideration for Indenture		1
Article One DEFINITIONS		2
Section 1.01. Certain terms defined; other terms defined in Trust Indenture Act of 1939 or by reference therein in Securities Act of 1933 to have meanings therein assigned		2
Additional Amounts		2
Agent Member		2
Applicable Debt Securities		2
Attributable Debt		2
Board of Directors		2
Certified Resolutions or Board Resolutions		2
Change in the Tax Law		2
Company		2
Consolidated Tangible Assets		2
Cooper Parent		2
Debt Security or Debt Securities; Outstanding		3
Debt Securityholder or Holder		3
Depositary		3
Eligible Obligations		3
Event of Default		3
Funded Debt		3
Global Debt Security		4
Guarantee		4
Guarantor or Guarantors		4
Indebtedness		4
Indenture		4
Intangible Assets		4
Judgment Currency		4
Lien		4
Officers’ Certificate		4
Opinion of Counsel		5
Payor		5
Person		5
Principal Office of the Trustee		5
Principal Property		5
Relevant Tax Jurisdiction		5
Required Currency		5
Responsible Officer		6
Restricted Subsidiary		6
Sale and Leaseback Transaction		6

i

	Page
Secured Indebtedness		6
Shares		6
Subsidiary		6
Trustee		7
Trust Indenture Act of 1939		7
U.S. Government Obligations		7
Voting Shares		7
Article Two EXCHANGE OF DEBT SECURITIES		7
Section 2.01. Issuable in Series; Unlimited Aggregate Principal Amount		7
Section 2.02. Documents Required for Issuance of Each Series of Debt Securities		8
Section 2.03. Denominations; Certificate of Authentication		11
Section 2.04. Execution of Debt Securities		12
Section 2.05. Exchange and Registration of Transfer of Debt Securities		12
Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities		13
Section 2.07. Temporary Debt Securities		14
Section 2.08. Cancellation of Debt Securities Paid, Etc		14
Section 2.09. Debt Securities to be Treated Equally		15
Section 2.10. Computation of Interest		15
Section 2.11. Global Debt Securities; Depositary		15
Section 2.12. CUSIP Numbers		17
Article Three SINKING FUNDS		17
Section 3.01. Applicability of Article		17
Section 3.02. Satisfaction of Sinking Fund Payments with Debt Securities		17
Section 3.03. Redemption of Debt Securities for Sinking Fund		18
Article Four REDEMPTION OF DEBT SECURITIES		19
Section 4.01. Applicability of Article		19
Section 4.02. Notice of Redemption; Selection of Debt Securities		19
Section 4.03. Payment of Debt Securities Called for Redemption		20
Section 4.04. Optional Redemption For Tax Reasons		20
Article Five PARTICULAR COVENANTS OF THE COMPANY AND COOPER PARENT		21
Section 5.01. Payment of Principal, Premium and Interest		21
Section 5.02. Office for Notices and Payments, Etc		21
Section 5.03. Appointments to Fill Vacancies in Trustee’s Office		21
Section 5.04. Provision as to Paying Agent		21
Section 5.05. Secured Indebtedness of Cooper Parent and Restricted Subsidiaries		22
Section 5.06. Sale and Leaseback Transactions		24
Section 5.07. Waiver of Covenants		25
Section 5.08. Certificate to Trustee		25
Section 5.09. Payment of Additional Amounts		25

ii

	Page
Article Six DEBT SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		27
Section 6.01. Debt Securityholders’ Lists		27
Section 6.02. Preservation and Disclosure of Lists		27
Section 6.03. Reports by the Company or Cooper Parent		27
Section 6.04. Reports by the Trustee		28
Article Seven REMEDIES OF THE TRUSTEE AND DEBT SECURITYHOLDERS ON EVENT OF DEFAULT		29
Section 7.01. Events of Default		29
Section 7.02. Payment of Applicable Debt Securities on Default; Suit Therefor		32
Section 7.03. Application of Money Collected by Trustee		33
Section 7.04. Proceedings by Debt Securityholders		34
Section 7.05. Proceeding by Trustee		35
Section 7.06. Remedies Cumulative and Continuing		35
Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Debt Securityholders		35
Section 7.08. Notice of Defaults		36
Section 7.09. Undertaking to Pay Costs		36
Section 7.10. Waiver of Stay or Extension Laws		36
Article Eight CONCERNING THE TRUSTEE		36
Section 8.01. Duties and Responsibilities of Trustee		36
Section 8.02. Reliance on Documents, Opinions, Etc		37
Section 8.03. Responsibility for Recitals, Etc		39
Section 8.04. Trustee, Paying Agent or Debt Security Registrar May Own Debt Securities		39
Section 8.05. Money to Be Held in Trust		39
Section 8.06. Compensation and Expenses of Trustee		39
Section 8.07. Officers’ Certificate as Evidence		40
Section 8.08. Conflicting Interest of Trustee		40
Section 8.09. Eligibility of Trustee		40
Section 8.10. Resignation or Removal of Trustee		40
Section 8.11. Acceptance by Successor Trustee		41
Section 8.12. Succession by Merger, Etc		43
Section 8.13. Limitation on Rights of Trustee as a Creditor		43
Article Nine CONCERNING THE DEBT SECURITYHOLDERS		43
Section 9.01. Action by Debt Securityholders		43
Section 9.02. Proof of Execution by Debt Securityholders		43
Section 9.03. Who Deemed Absolute Owners		44
Section 9.04. Company-Owned Debt Securities Disregarded		44
Section 9.05. Revocation of Consents; Future Holders Bound		44
Article Ten DEBT SECURITYHOLDERS’ MEETINGS		45
Section 10.01. Purposes of Meetings		45
Section 10.02. Call of Meetings by Trustee		45
Section 10.03. Call of Meetings by Company or Debt Securityholders		45
Section 10.04. Qualifications for Voting		45

iii

	Page
Section 10.05. Regulations		46
Section 10.06. Voting		46
Article Eleven SUPPLEMENTAL INDENTURES		47
Section 11.01. Supplemental Indentures without Consent of Debt Securityholders		47
Section 11.02. Supplemental Indentures with Consent of Debt Securityholders		49
Section 11.03. Effect of Supplemental Indentures		49
Section 11.04. Notation on Debt Securities		50
Section 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee		50
Article Twelve CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER		50
Section 12.01. Company May Consolidate, Etc. Only on Certain Terms		50
Section 12.02. Successor Corporation Substituted		51
Section 12.03. Cooper Parent May Consolidate, Etc., Only on Certain Terms		51
Section 12.04. Successor Corporation Substituted		51
Article Thirteen SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS		52
Section 13.01. Satisfaction and Discharge of Indenture		52
Section 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible Obligations		52
Section 13.03. Deposited Money, U.S. Government Obligations and Eligible Obligations to be Held in Trust by Trustee		54
Section 13.04. Paying Agent to Repay Money Held		54
Section 13.05. Return of Unclaimed Amounts		54
Section 13.06. Reinstatement		55
Article Fourteen IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		55
Section 14.01. Indenture and Debt Securities Solely Corporate Obligations		55
Article Fifteen MISCELLANEOUS PROVISIONS		55
Section 15.01. Provisions Binding on Company’s Successors		55
Section 15.02. Official Acts by Successor Corporation		55
Section 15.03. Addresses for Notices, Etc		55
Section 15.04. New York Contract		56
Section 15.05. Evidence of Compliance with Conditions Precedent		56
Section 15.06. Legal Holidays		56
Section 15.07. Trust Indenture Act to Control		56
Section 15.08. Debt Securities Controlling in the Event of Inconsistencies Between Indenture and Debt Securities		56
Section 15.09. Table of Contents, Headings, Etc		56
Section 15.10. Execution in Counterparts		57
Section 15.11. Judgment Currency; Service of Process		57

iv

	Page
Section 15.12. USA Patriot Act Notice		58
Article Sixteen GUARANTEE		58
Section 16.01. Guarantee		58
Section 16.02. Release of Guarantee		59
ACCEPTANCE OF TRUST BY TRUSTEE		60
TESTIMONIUM		60
SIGNATURES		60

* The table of contents, comprising pages (i) to (v) inclusive, is not a part of the Indenture

v

     THIS INDENTURE, dated as of                     ,                     , from Cooper US, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and Cooper Industries plc, a public limited company formed under the laws of Ireland (hereinafter called “Cooper Parent”), to Deutsche Bank Trust Company Americas, a banking corporation existing under the laws of the State of New York, as trustee (hereinafter called the “Trustee”),

WITNESSETH:

     WHEREAS, the Company is empowered to borrow money for its corporate purposes and to issue its debentures, notes, bonds or other evidences of indebtedness (hereinafter called the “Debt Securities”);

     WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes Debt Securities, unlimited as to principal amount, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Debt Securities in one or more series, bearing such rates of interest, if any, maturing at such time or times and having such other provisions as shall be fixed as hereinafter provided;

     WHEREAS, Cooper Parent has determined that it is in its best interests to guarantee the Company’s obligations under the Debt Securities and this Indenture; and

     WHEREAS, each of the Company and Cooper Parent by due corporate action has determined to execute and deliver an indenture in the form of this Indenture, and all things necessary to make this Indenture a legal, valid, binding and enforceable agreement of the Company and Cooper Parent, in accordance with its terms, have been done and performed;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH that in consideration of the premises and of the acceptance and purchase of the Debt Securities by the holders thereof, the Company and Cooper Parent covenant and agree with the Trustee, for the benefit of all the present and future Holders of the Debt Securities or series thereof, as follows:

ARTICLE ONE
DEFINITIONS

     SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as amended, (except as herein otherwise expressly provided or unless the context otherwise required) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date this Indenture is originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles in the United States of America at the time of determination of such terms.

     “Additional Amounts”: The term “Additional Amounts” shall have the meaning specified in Section 5.09.

     “Agent Member”: The term “Agent Member” shall have the meaning specified in Section 2.11.

     “Applicable Debt Securities”: The term “Applicable Debt Securities” shall have the meaning specified in Section 7.01.

     “Attributable Debt”: The term “Attributable Debt” shall mean the present value (discounted in accordance with a method of discounting which for financial reporting purposes is consistent with generally accepted accounting principles) of the rental payments during the remaining terms of any Sale and Leaseback Transaction for which the lessee is obligated (including any period for which such lease has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In case of any Sale and Leaseback Transaction which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

     “Board of Directors”: The term “Board of Directors” shall mean the Board of Directors of the Company or a Guarantor, as applicable, or any committee of such Board of Directors or any committee of officers of such Person duly authorized to take any action hereunder.

     “Certified Resolutions or Board Resolutions”: The terms “Certified Resolutions” or “Board Resolutions” shall mean a copy delivered to the Trustee of a resolution of the Board of Directors certified by the Secretary or Assistant Secretary of the applicable corporation, to have been duly adopted and to be in full force and effect on the date of such certification.

     “Change in the Tax Law”: The term “Change in the Tax Law” shall have the meaning specified in Section 4.04.

     “Company”: The term “Company” shall mean Cooper US, Inc., a Delaware corporation, and, subject to the provisions of Article Twelve, shall mean its successors and assigns.

     “Consolidated Tangible Assets”: The term “Consolidated Tangible Assets” shall mean, as of any date, the total amount of assets of Cooper Parent and its Subsidiaries on a consolidated basis at the end of the fiscal quarter immediately preceding that date, as determined under generally accepted accounting principles, less: (a) Intangible Assets and (b) appropriate adjustments on account of minority interests of other Persons holding equity investments in Subsidiaries, in the case of each of clauses (a) and (b) above as reflected on the consolidated balance sheet of Cooper Parent and its Subsidiaries as of the end of the fiscal quarter immediately preceding that date.

     “Cooper Parent”: The term “Cooper Parent” shall mean Cooper Industries plc, an Irish company, and, subject to the provisions of Article Twelve, shall mean its successors and assigns.

2

     “Debt Security or Debt Securities; Outstanding”: The term “Debt Security” or “Debt Securities” shall mean any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture.

     The term “outstanding or “Outstanding,” when used with reference to Debt Securities, shall, subject to the provisions of Section 9.04, mean all Debt Securities theretofore authenticated and delivered by the Trustee under this Indenture, except:

(a)	Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(b)	Debt Securities, or portions thereof, for the payment or redemption of which money in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided that if such Debt Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Four, or provision satisfactory to the Trustee shall have been made for giving such notice; and
(c)	Debt Securities in lieu of or in exchange and substitution for which other Debt Securities shall have been authenticated and delivered, or which have been paid, pursuant to the terms of Section 2.06.

     “Debt Securityholder or Holder”: The terms “Debt Securityholder,” “Holder,” “holder of Debt Securities,” or other similar terms shall mean any Person in whose name at the time a particular Debt Security is registered on the register kept for that purpose in accordance with the terms hereof.

     “Depositary”: The term “Depositary” shall have the meaning specified in Section 2.11.

     “Eligible Obligations”: The term “Eligible Obligations” shall mean obligations as a result of the deposit of which (along with the simultaneous deposit, if any, of money and/or U.S. Government Obligations) the relevant series of Debt Securities are rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

     “Event of Default”: The term “Event of Default” shall have the meaning specified in Section 7.01.

     “Funded Debt”: The term “Funded Debt” shall mean (a) any Indebtedness maturing by its terms more than one year from the date of the issuance thereof, including any Indebtedness renewable or extendible at the option of the obliger to a date later than one year from the date of the original issuance thereof, excluding any portion of Indebtedness which is included in current liabilities and (b) any Indebtedness which may be payable from the proceeds of Funded Debt as defined in clause (a) of this definition pursuant to the terms of such Funded Debt.

3

     “Global Debt Security”: The term “Global Debt Security” shall have the meaning specified in Section 2.11.

     “Guarantee”: The term “Guarantee” shall mean any of the joint and several or several, as the case may be, and unconditional and unsubordinated guarantees by the respective Guarantors of the due and punctual payment of principal of and premium, if any, on the Debt Securities of any series so designated as guaranteed, as provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Debt Securities are issued, and certain other obligations of the Company pursuant to this Indenture when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption, upon a repurchase date or otherwise in accordance with the terms of the Debt Securities of such series and this Indenture.

     “Guarantor or Guarantors”: The term “Guarantor” shall mean each of Cooper Parent and, in respect to the applicable series of Debt Securities designated as guaranteed, as provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Debt Securities are issued, the Subsidiaries, if any, so designated with respect to such series of Debt Securities as a guarantor for such Debt Securities, and the term “Guarantors” means, in respect to the applicable Debt Securities, all such Persons collectively; and, subject to the provisions of Article Twelve shall mean their respective successors and assigns.

     “Indebtedness”: The term “Indebtedness” of any Person shall mean all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is otherwise responsible or liable.

     “Indenture”: The term “Indenture” shall mean this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented. The term “Indenture”, with respect to a particular series of Debt Securities, also shall include the terms of such particular series of Debt Securities as contemplated by Section 2.02, whether or not a supplemental indenture is entered into with respect thereto.

     “Intangible Assets”: The term “Intangible Assets” shall mean all goodwill, patents, trademarks, service marks, trade names, copyrights, and all other items that would be treated as intangibles on the consolidated balance sheet of Cooper Parent and its Subsidiaries prepared under generally accepted accounting principles.

     “Judgment Currency”: The term “Judgment Currency” shall have the meaning specified in Section 15.11.

     “Lien”: The term “Lien” shall mean any mortgage, pledge, security interest, lien, charge or other encumbrance.

     “Officers’ Certificate”: The term “Officers’ Certificate” shall mean, with respect to any Person, a certificate signed by two officers of such Person, one of whom shall be the Chief Executive Officer, the President, any Vice President or the Chief Financial Officer, and the other of whom shall be the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of such Person, and delivered to the Trustee. Wherever

4

this Indenture requires that an Officers’ Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company or the respective Guarantor. Each such certificate issued by the Company or a Guarantor, as the case may be, shall include the statements provided for in Section 15.05 if and to the extent required by the provisions of such Section. One of the officers executing an officers’ certificate in accordance with Section 5.08 hereof shall be the (i) President or Chief Executive Officer, (ii) the Chief Financial Officer, or (iii) the chief accounting officer or Controller, of the Company or Cooper Parent, as applicable.

     “Opinion of Counsel”: The term “Opinion of Counsel” shall mean a written opinion of counsel, who may be an employee of or counsel to the Company or a Guarantor, as applicable. Each such opinion issued by the Company shall include the statements provided for in Section 15.05 if and to the extent required by the provisions of such Section.

     “Payor”: The term “Payor” shall have the meaning specified in Section 5.09.

     “Person”: The term “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

     “Principal Office of the Trustee”: The term “principal office of the Trustee,” or other similar term, shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered.

     “Principal Property”: The term “Principal Property” shall mean (A) any manufacturing plant located in the continental United States, or manufacturing equipment located in any such manufacturing plant (together with the land on which such plant is erected and fixtures comprising a part thereof), owned or leased on the first date on which a Debt Security is authenticated by the Trustee or thereafter acquired or leased by Cooper Parent or any Restricted Subsidiary, other than (i) any property which the Board of Directors of Cooper Parent determines is not of material importance to the total business conducted, or assets owned, by Cooper Parent and its Subsidiaries, as an entirety, or (ii) any portion of any such property which the Board of Directors of Cooper Parent determines not to be of material importance to the use or operation of such property; and (B) any Shares or Indebtedness issued by any Restricted Subsidiary. “Manufacturing plant” does not include any plant owned or leased jointly or in common with one or more Persons other than Cooper Parent and its Restricted Subsidiaries in which the aggregate interest of Cooper Parent and its Restricted Subsidiaries does not exceed fifty percent (50%). “Manufacturing equipment” means manufacturing equipment in such manufacturing plants used directly in the production of Cooper Parent’s or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of Cooper Parent’s or any Restricted Subsidiary’s products.

     “Relevant Tax Jurisdiction”: The term “Relevant Tax Jurisdiction” shall have the meaning specified in Section 5.09.

     “Required Currency”: The term “Required Currency” shall have the meaning specified in Section 15.11.

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     “Responsible Officer”: The term “Responsible Officer,” when used with respect to the Trustee, shall mean any officer of the Trustee having direct responsibility for the administration of this Indenture, or to whom corporate trust matters are referred because of that officer’s knowledge of and familiarity with the particular subject.

     “Restricted Subsidiary”: The term “Restricted Subsidiary” shall mean the Company and any other Subsidiary substantially all the property of which is located within the continental United States, other than (i) a Subsidiary primarily engaged in financing, including, without limitation, lending on the security of, purchasing or discounting (with or without recourse) receivables, leases, obligations or other claims arising from or in connection with the purchase or sale of products or services, (ii) a Subsidiary primarily engaged in leasing or insurance, (iii) a Subsidiary primarily engaged in financing Cooper Parent’s or any Restricted Subsidiary’s operations outside the continental United States, or (iv) a Subsidiary included in the Tools segment of Cooper Parent’s consolidated operations which for purposes of this Indenture includes Cooper Industries, LLC and any direct or indirect subsidiary thereof.

     “Sale and Leaseback Transaction”: The term “Sale and Leaseback Transaction” shall mean any arrangement with any Person providing for the leasing by Cooper Parent or any Restricted Subsidiary of any Principal Property of Cooper Parent or any Restricted Subsidiary whether such Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years and except for leases between Cooper Parent and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operation of such property), which Principal Property has been or is to be sold or transferred by Cooper Parent or such Restricted Subsidiary to such Person.

     “Secured Indebtedness”: The term “Secured Indebtedness” of any Person shall mean Indebtedness secured by any Lien upon property (including Shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary.

     “Shares”: The term “Shares” shall mean: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or a business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; and (iv) all warrants, options or other rights to acquire any of the interests described in the preceding clauses (i) through (iv) (but excluding any Debt Security that is convertible into, or exchangeable for, any of the interests described in the preceding clauses (i) through (iv)).

     “Subsidiary”: The term “Subsidiary” shall mean any Person a majority of the Voting Shares of which are at the time owned or controlled, directly or indirectly, by Cooper Parent or by one or more Subsidiaries, and which is consolidated in Cooper Parent’s latest consolidated financial statements filed with the Securities and Exchange Commission or provided generally to Cooper Parent’s shareholders.

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     “Trustee”: The term “Trustee” shall mean Deutsche Bank Trust Company Americas, a New York banking corporation, and, subject to the provisions of Article Eight hereof, shall mean its successors and assigns as Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of such series.

     “Trust Indenture Act of 1939”: The term “Trust Indenture Act of 1939” shall mean the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture, except as provided in Section 11.01(j); provided however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as amended.

     “U.S. Government Obligations”: The term “U.S. Government Obligations” shall mean securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

     “Voting Shares”: The term “Voting Shares” shall mean, as to Shares of any Person as of any date means the Shares of such Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general partners or trustees of any Person (regardless of whether, at the time, Shares of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest in such partnership.

ARTICLE TWO
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF DEBT SECURITIES

     SECTION 2.01. Issuable in Series; Unlimited Aggregate Principal Amount. The aggregate principal amount of Debt Securities that may be issued by the Company and authenticated and delivered under this Indenture is unlimited. The Debt Securities may, at the election of and as authorized by the Board of Directors to be evidenced by a Board Resolution, be issued in one or more series, and shall be designated generally as debentures, notes, bonds and other evidences of indebtedness, as the case may be, with such further particular designations added or incorporated in such title for the Debt Securities of any particular series as the Board of Directors may determine as provided in Section 2.02. Each Debt Security shall bear upon the

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face thereof the designation so selected for the series to which it belongs and shall be dated the date of its authentication. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in the Certified Resolution or in an indenture supplemental hereto provided in the Certified Resolution or in an indenture supplemental hereto provided to the Trustee pursuant to Section 2.02.

     SECTION 2.02. Documents Required for Issuance of Each Series of Debt Securities. At any time, and from time to time, after the execution of this Indenture, Debt Securities of each of the series created pursuant to the provisions hereof may be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to, or upon the order of, the Company upon receipt by the Trustee of:

(A) a Certified Resolution, or an indenture supplemental hereto, setting forth:

(i) the following terms with respect to the particular series of Debt Securities to be authenticated and delivered by the Trustee:

(a)	designation;
(b)	date;
(c)	date or dates of maturity, or the method by which such date or dates are to be determined;
(d)	date or dates on which principal will be payable and whether the Debt Securities will be payable on demand on or after any date;
(e)	interest rate or rates or the method of determining such rate or rates, if any, and modifications to Section 2.10 hereof, if any;
(f)	date or dates from which interest, if any, will accrue, and the interest payment dates, if any;
(g)	the place or places for the payment of principal and for the payment of interest, if any;
(h)	denominations;
(i)	limitation upon the aggregate principal amount of Debt Securities of the particular series which may be issued, if any (except for Debt Securities issued pursuant to Sections 2.05, 2.06, 2.07 and 4.03);
(j)	provisions, if any, for the payment of principal, premium or interest, without deduction for taxes, assessments or governmental charges, or for reimbursement of taxes, assessments or governmental charges in case of payment by the holders;

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(k)	provisions, if any, reserving to the Company the right, or obligating the Company at the option of the holder thereof, to redeem all or any part of the Debt Securities of the particular series before maturity at such time or times, upon such notice, at such redemption price or prices (together with accrued interest to the date of redemption) and upon such other terms (which terms may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the provisions of this Indenture with respect to redemption of Debt Securities) as may be specified in the respective forms of Debt Securities;
(l)	provisions, if any, for any sinking, purchase or analogous fund with respect to the Debt Securities of the particular series, which provisions may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the provisions of this Indenture with respect to sinking, purchase or analogous funds;
(m)	provisions, if any, for the issuance of Debt Securities bearing no interest rate or to be sold at a premium or with an original issue discount and provisions, if any, for the determination of the portion or portions of any Debt Securities sold at a discount that shall be required for any request, demand, authorization, notice, direction, consent or waiver;
(n)	Events of Default with respect to the Debt Securities of a particular series which Events of Default may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the Events of Default provided in Section 7.01, and the remedies with respect thereto;
(o)	provisions, if any, for the Debt Securities of a particular series to be denominated, and payments thereon to be made, in currencies other than the U.S. dollar or in units based on or relating to such other currencies;
(p)	provisions, if any, for the defeasance of Debt Securities of a particular series (including provisions permitting defeasance of less than all Debt Securities of a particular series), which provisions may be in addition to, in substitution for, in subtraction from, or in modification of (or any combination of the foregoing) the provisions of Article Thirteen;
(q)	covenants, if any, with respect to the Debt Securities of a particular series, which covenants may be in addition to, in substitution for,

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	in subtraction from or modification of (or any combination of the foregoing) the covenants set forth in Sections 5.05 and 5.06;
(r)	whether the Debt Securities of a particular series shall be issued in whole or in part in the form of one or more Global Debt Securities and, in any such case, (i) the Depositary for such Global Debt Security or Global Debt Securities and (ii) the circumstances under which any such Global Debt Security may be registered in the name of, and under which any transfer of such Global Debt Security may be registered in the name of, any Person other than such Depositary or its nominee, if other than as set forth in Section 2.11;
(s)	the identity of any one or more Subsidiaries of Cooper Parent which shall be Guarantors with respect to the Debt Securities of the series; and
(t)	any other provisions expressing or referring to the terms and conditions upon which the Debt Securities of that series are to be issued under this Indenture which are permitted to be set forth in a Certified Resolution pursuant to this Section 2.02(A) or an indenture supplemental hereto or which are not in conflict with the provisions of this Indenture; and

(ii) the form of such series of Debt Securities;

(B)	an Officers’ Certificate dated the date of authentication and delivery of such series of Debt Securities stating that the resolutions of the Board of Directors authorizing the execution, authentication and delivery of this Indenture and the Debt Securities are in full force and effect as of the date thereof;
(C)	either (i) a certificate or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel that the Trustee is entitled to rely thereon and that the authorization, approval or consent of no other governmental body is required, or (ii) an Opinion of Counsel that no authorization, approval or consent of any governmental body is required;
(D)	an Opinion of Counsel that all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver the Debt Securities then applied for; that all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Debt Securities applied for have been complied with and the Company is duly entitled to the authentication and delivery of such Debt Securities in accordance with the provisions of this Indenture; that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, if any, and the execution and delivery by the Company of

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	the Debt Securities then applied for have been complied with; that the Company has corporate power to issue such Debt Securities and has duly taken all necessary corporate action for those purposes; that the Debt Securities then applied for, when issued, will be the legal, valid and binding obligations of the Company; and that the Debt Securities of the series then applied for, when issued, will be entitled to the benefits of this Indenture, equally and ratably with all other Debt Securities of such series theretofore issued and then Outstanding;
(E)	an Officers’ Certificate stating that the Company is not in default under the Indenture and that the issuance of the additional Debt Securities applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Company’ certificate of incorporation or by-laws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the additional Debt Securities applied for have been complied with; and
(F)	a written order of the Company, signed by the President or any Vice President and the Secretary or any Assistant Secretary of the Company, directing the Trustee to authenticate and deliver Debt Securities as provided therein.

     If all the Debt Securities of a series are not to be issued at one time and if the Certified Resolution or indenture supplemental hereto establishing such series shall so permit, an Officers’ Certificate may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and determining the terms of particular Debt Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue.

     If all Debt Securities of a series are not to be issued at any one time, it shall not be necessary to deliver the Certified Resolution, Officers’ Certificates and Opinions of Counsel provided for in this Section 2.02 at the time of issuance of each Debt Security of such series if instead such documents are delivered at or prior to the time of issuance of the first Debt Security of such series.

     The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.02 if the Trustee determines that such actions as provided under this Section to be taken by the Company may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

     SECTION 2.03. Denominations; Certificate of Authentication. The Debt Securities shall be issuable only as registered securities without coupons (subject to Section 11.01(d)) in such denominations as shall be specified as contemplated by Section 2.02, provided that in the absence of such specifications with regard to any series of the Debt Securities, the Debt

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Securities of such series shall be issuable in denominations of $1,000 or any integral multiple thereof.

     The Trustee’s certificate of authentication on all Debt Securities shall be in substantially the following form:

     This [note, bond, debenture or other evidence of indebtedness] is one of the series of Debt Securities referred to in the within-mentioned Indenture.

Deutsche Bank Trust Company Americas as Trustee
By
	Authorized Signature

     SECTION 2.04. Execution of Debt Securities. The Debt Securities shall be signed manually or in facsimile in the name and on behalf of the Company by the Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer, and attested manually or in facsimile by its Secretary or one of its Assistant Secretaries. Only such Debt Securities as shall bear a certificate of authentication substantially in the form provided in Section 2.03, executed manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder.

     In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such Person was not such an officer.

     SECTION 2.05. Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive.

     The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, shall register Debt Securities and shall register the transfer of Debt Securities as provided in this Article Two.

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Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar.

     All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder or his attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

     The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.

     SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its request the Trustee shall authenticate and deliver, a new Debt Security of the same series and date of maturity in the same principal amount, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

     The Trustee shall authenticate any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. In case any Debt Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (upon surrender thereof in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them

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harmless, and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof.

     Every substituted Debt Security of any series issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Debt Security of such series is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security of such series shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of such series duly issued hereunder. All Debt Securities of any series shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities of such series and shall preclude any and all other rights or remedies notwithstanding (to the extent permitted by applicable law) any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

     SECTION 2.07. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Debt Securities of such series (printed, lithographed or otherwise produced). Temporary Debt Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Debt Securities, but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company and the Trustee. Every such temporary Debt Security shall be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the definitive Debt Securities. Without unreasonable delay the Company will cause to be prepared, and will execute and deliver to the Trustee definitive Debt Securities of such series, whereupon any or all temporary Debt Securities of such series may be surrendered in exchange therefor at the office or agency of the Company, and the Trustee shall authenticate and deliver in exchange for such temporary Debt Securities an equal aggregate principal amount of definitive Debt Securities of the same series and date of maturity. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Until so exchanged, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series authenticated and delivered hereunder.

     SECTION 2.08. Cancellation of Debt Securities Paid, Etc. All Debt Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any paying agent or any Debt Security registrar, be surrendered to the Trustee for cancellation and promptly cancelled by it, in accordance with its then customary procedures or, if surrendered to the Trustee, shall be promptly cancelled by it in accordance with its then customary procedures, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. Upon the written request of the Company, the Trustee may destroy cancelled Debt Securities and deliver a certificate of such destruction to the Company. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the

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indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation.

     SECTION 2.09. Debt Securities to be Treated Equally. All Debt Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or maturity of the Debt Securities of such series.

     SECTION 2.10. Computation of Interest. Unless otherwise provided in the Certified Resolution or one or more indentures supplemental hereto setting forth the terms on any series of Debt Securities, interest on the Debt Securities of such series shall be computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 2.11. Global Debt Securities; Depositary. For the purposes of this Indenture, the term “Agent Member” shall mean a member of, or participant in, a Depositary; the term “Depositary” shall mean, with respect to Debt Securities issuable or issued in whole or in part in the form of one or more Global Debt Securities, the clearing agency registered under the Securities and Exchange Act of 1934 designated as Depositary in a Certified Resolution, or in an indenture supplemental hereto, pursuant to Section 2.02, and if at any time there is more than one such agency, “Depositary” as used with respect to the Debt Securities shall mean the respective Depositary with respect to a particular series of Debt Securities; and the term “Global Debt Security” shall mean a global certificate evidencing all or part of the series of Debt Securities, executed by the Company, authenticated by the Trustee and issued to the Depositary for the series or such portion of the series, and registered in the name of such Depositary or its nominee.

     If a particular series of Debt Securities are to be issued in whole or in part in the form of one or more Global Debt Securities, as specified in a Certified Resolution, or in an indenture supplemental hereto, pursuant to Section 2.02, then the Company shall execute and the Trustee shall, in accordance with Section 2.03 with respect to such series, authenticate and deliver each such Global Debt Security, which (i) shall represent and shall be denominated in a principal amount equal to the aggregate principal amount of the Debt Securities of such series to be represented by such Global Debt Security, (ii) shall be registered in the name of the Depositary for such Global Debt Security or its nominee, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) unless otherwise specified in such Certified Resolution or indenture supplemental hereto, shall bear a legend substantially to the following effect: “THIS DEBT SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR NOMINEE THEREOF. THIS GLOBAL DEBT SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL DEBT SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.”

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     Notwithstanding Section 2.05, except as otherwise specified in a Certified Resolution, or in an indenture supplemental hereto, as contemplated by Section 2.02, any Global Debt Security shall be exchangeable only as provided in this paragraph. A Global Debt Security shall be exchangeable pursuant to this Section 2.11 if (x)(i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Debt Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities and Exchange Act of 1934 and (ii) the Company is unable to arrange for a qualified successor, (y) the Company in its sole discretion determines that all Global Debt Securities of any series then outstanding shall be exchangeable for definitive Debt Securities of such series in registered form or (z) an Event of Default, or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, with respect to the Debt Securities of the series represented by such Global Debt Security has occurred and is continuing. Any Global Debt Security of such series that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive Debt Securities of such series in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption provisions, if any, currency of payment, date of maturity and other terms and of differing denominations aggregating a like amount. Such definitive Debt Securities of such series shall be registered in the names of the owners of the beneficial interests in such Global Debt Securities of such series as such names are from time to time provided by the relevant participants in the Depositary holding such Global Debt Securities (as such participants are identified from time to time by such Depositary).

     No Global Debt Security may be transferred except as a whole (i) by the Depositary to a nominee of the Depositary or (ii) by a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Except as provided above, owners solely of beneficial interest in a Global Debt Security shall not be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the Holders thereof for any purpose under this Indenture.

     At such time as all beneficial interests in a particular series of Global Debt Securities have been exchanged for definitive Debt Securities or a particular Global Debt Security of a series has been redeemed, repurchased or canceled in whole and not in part, each such Global Debt Security shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.08. At any time prior to such cancellation, if any beneficial interest in a Global Debt Security is exchanged for a definitive Debt Security or a particular Global Debt Security of a series has been redeemed, repurchased or canceled in part and not in whole, the principal amount of Debt Securities of such series represented by such Global Debt Security shall be reduced accordingly and an endorsement shall be made on such Global Debt Security, by the Trustee, the custodian of such Debt Security or the Depositary at the direction of the Trustee, to reflect such reduction.

     In the event that a Global Debt Security is surrendered for redemption in part pursuant to Article Three or Four, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Debt Security, without service charge, a new Global Debt Security in a denomination and tenor equal to and in exchange for the unredeemed portion of the principal for the Global Debt Security so surrendered.

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     Neither the Company nor the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of any beneficial ownership interest in any Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. The Agent Members shall have no rights under this Indenture with respect to any Global Debt Security held on their behalf by a Depositary, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Debt Security for all purposes whatsoever.

     Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a Debt Security of any series, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

     SECTION 2.12. CUSIP Numbers. The Company in issuing the Debt Securities of any series may use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption or repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on such Debt Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE THREE
SINKING FUNDS

     SECTION 3.01. Applicability of Article. The provisions of this Article Three shall be applicable to any sinking fund established in or pursuant to a Certified Resolution under Section 2.02 or one or more indentures supplemental hereto for the retirement of Debt Securities of any series, except as otherwise specified in such Certified Resolution or supplemental indenture.

     The sinking fund payment required to be made under the terms of the Debt Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment that is not required to be made but is permitted by the terms of the Debt Securities of any series is herein referred to as an “optional sinking fund payment”. Unless otherwise provided for by the terms of the Debt Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.02. Each sinking fund payment shall be applied to the redemption of the Debt Security of any series as provided for by the terms of the Debt Securities of such series.

     SECTION 3.02. Satisfaction of Sinking Fund Payments with Debt Securities. The Company may, at its option, as specified by it in an Officers’ Certificate delivered to the Trustee pursuant to Section 3.03 reduce and satisfy the obligation to make a mandatory sinking fund

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payment in the amount of the redemption price, together with accrued interest to the redemption date on Debt Securities otherwise to be redeemed, of any Debt Securities (a) acquired by the Company and delivered by it to the Trustee for cancellation or (b) redeemed otherwise than through the operation of the mandatory sinking fund, and in each case under clauses (a) and (b) delivered or redeemed on or prior to the date of delivery of such Officers’ Certificate and not theretofore made the basis for a reduction of a mandatory sinking fund payment.

     SECTION 3.03. Redemption of Debt Securities for Sinking Fund. Not less than sixty days prior to each sinking fund payment date for any series of Debt Securities (or such later date as shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next succeeding sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 3.02 and will also deliver to the Trustee any Debt Securities to be so credited which have not theretofore been delivered. Not less than thirty days before each such sinking fund payment date, the Trustee shall select the Debt Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in Article Four and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Article Four. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Article Four. In the case of the failure of the Company to deliver such Officers’ Certificate when due (or to deliver the Debt Securities specified in this Section 3.03) the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in Section 3.02 and without the right to make any optional sinking fund payment with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date next succeeding the date of such payment) to the redemption of such Debt Securities at the redemption price specified in such Debt Securities for operation of the sinking fund, together with accrued interest, if any, to the date fixed for redemption. Subject to the provisions of Section 13.05, any sinking fund payment not so applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such payment, shall be applied in accordance with the provisions of this Section 3.03. Subject to the provisions of Section 13.05, any and all sinking fund payments with respect to the Debt Securities of any particular series held by the Trustee on the last sinking fund payment date with respect to Debt Securities of such series shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of such series at maturity.

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ARTICLE FOUR
REDEMPTION OF DEBT SECURITIES

     SECTION 4.01. Applicability of Article. The provisions of this Article Four shall be applicable to any redemption provisions established in or pursuant to a Certified Resolution under Section 2.02 or one or more indentures supplemental hereto with respect to any series of Debt Securities, except as otherwise provided in such Certified Resolution under Section 2.02 or supplemental indenture.

     SECTION 4.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities of any series, as evidenced by a Board Resolution, it shall fix a date for redemption and give notice of such redemption by first class mail postage prepaid at least thirty and not more than sixty days prior to the date fixed for redemption to the holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the same appear on the Debt Security register. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security.

     Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which such Debt Securities are to be redeemed, whether the redemption is through operation of a sinking, purchase or analogous fund, the place of payment, that payment will be made upon presentation and surrender of such Debt Securities, the CUSIP number, that interest accrued (if any) to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If fewer than all the Debt Securities of a series are to be redeemed, the notice of redemption shall specify the Debt Securities to be redeemed. In case any Debt Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of the same series, of authorized denominations, in principal amount equal to the unredeemed portion thereof will be issued.

     On or prior to the redemption date specified in the notice of redemption given as provided in this Section 4.02, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.04) an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the applicable redemption price, together with accrued interest (if any) to the date fixed for redemption.

     If fewer than all the Debt Securities of a series are to be redeemed the Company will give the Trustee notice not less than sixty days prior to the redemption date as to the aggregate principal amount of Debt Securities of such series to be redeemed and the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of such series or portions thereof to be redeemed.

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     SECTION 4.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 4.02, the Debt Securities or portions of Debt Securities so to be redeemed shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued (if any) to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debt Securities at the redemption price, together with interest accrued (if any) to said date) interest on such Debt Securities or such portions of Debt Securities shall cease to accrue. Upon presentation and surrender of such Debt Securities at the place of payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon (if any) to the date fixed for redemption.

     If any Debt Security or portion thereof called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the date fixed for redemption at the rate borne by such Debt Security or such portion thereof, or at such other rate provided in the Certified Resolution relating to such Debt Security or the supplemental indenture under which such Debt Security is issued. Upon presentation and surrender of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of the same series, of authorized denominations, in principal amount equal to the unredeemed portion of the Debt Security so presented and surrendered.

     SECTION 4.04. Optional Redemption For Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Debt Securities of a series if as a result of (x) a change in or an amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction, (y) any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings, or (z) any change in or amendment to any official position regarding the application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party, in each case, which change or amendment is announced or execution or amendment occurred, as the case may be, after the date of the prospectus supplement used in connection with the issuance of the Debt Securities of such series (a “Change in Tax Law”), the Payor is or would be obligated to pay, on the next following date on which any amount would be payable with respect to such Debt Securities, Additional Amounts pursuant to Section 5.09 and the payment of such Additional Amounts cannot be avoided by the Payor after taking reasonable measures available to it. Notwithstanding anything to the contrary contained in this Article Four, the Company must (i) deliver to the Trustee, before the Company publishes or mails any notice of redemption of the Debt Securities that are being redeemed on the basis of this Section 4.04, an officers’ certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law and (ii) provide the Holders with notice of the intended redemption at least 30 days and no more than 60 days before the date of redemption. The redemption price will equal the principal amount of the Debt Securities plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of holders of record of such Debt Securities on the relevant record date to receive interest due on the relevant interest payment date).

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ARTICLE FIVE
PARTICULAR COVENANTS OF THE COMPANY
AND COOPER PARENT

     SECTION 5.01. Payment of Principal, Premium and Interest. With respect to each series of Debt Securities, the Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on the Debt Securities of such series at the place, at the respective times and in the manner provided in the Debt Securities of such series.

     SECTION 5.02. Office for Notices and Payments, Etc. So long as any of the Debt Securities remains outstanding, the Company will maintain in the City and State of New York, an office or agency (which office or agency may differ for different series of Debt Securities), initially to be located at the principal office of the Trustee, where the Debt Securities may be presented and surrendered for registration of transfer and for exchange as in this Indenture provided, where notices and demands to or upon the Company in respect of Debt Securities or of this Indenture may be served and where Debt Securities may be presented and surrendered for payment, provided that the Company may maintain in such City a separate office or agency for one or more of the foregoing purposes. The Company will give to the Trustee prompt written notice of the change in the location of such office or agency. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and surrenders may be made and notices and demands may be served at the principal office of the Trustee.

     SECTION 5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder.

     SECTION 5.04. Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to any series of Debt Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04, that

     (1) it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of the holders of the Debt Securities of such series; and

     (2) it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series when the same shall be due and payable.

(b) If the Company shall act as its own paying agent with respect to any series of Debt Securities, it will, on or before each due date for the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of a

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	series, set aside, segregate and hold in trust for the benefit of such holders of the Debt Securities of such series a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor on such Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series when the same shall become due and payable.
(c)	Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance with Sections 13.01 and 13.02, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained.
(d)	Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to Sections 13.03 through 13.05.
(e)	The Company hereby appoints the Trustee to act as paying agent for all series of Debt Securities, but reserves the right to change the paying agent or to itself act as paying agent.

     SECTION 5.05. Secured Indebtedness of Cooper Parent and Restricted Subsidiaries. Cooper Parent will not, and Cooper Parent will not permit any Restricted Subsidiary to, create, assume, guarantee or incur any Secured Indebtedness without in any such case effectively providing concurrently with the creation, assumption, guarantee or incurrence of any such Secured Indebtedness that the Debt Securities shall be secured equally and ratably with (or, at the option of Cooper Parent, prior to) such Secured Indebtedness but only for so long and during such time as (i) such Secured Indebtedness shall exist and be secured by a Lien upon property (including Shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary and (ii) the aggregate of all Secured Indebtedness not secured solely by Liens described in clauses (a) through (h) of this Section 5.05 and all Attributable Debt outstanding pursuant to, and not excluded from this calculation by, Section 5.06, exceeds 15% of Consolidated Tangible Assets; provided, however, that the foregoing restriction shall not apply to Secured Indebtedness secured by:

(a)	Liens on property (including any Shares or Indebtedness) which is not a Principal Property; and
(b)	Liens on property (including any Shares or Indebtedness) of any Person existing at the time such Person becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation’s becoming a Restricted Subsidiary;
(c)	Liens on property (including any Shares or Indebtedness) existing at the time of acquisition of such property by Cooper Parent or a Restricted Subsidiary;

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(d)	Liens to secure the payment of all or any part of the purchase price of such property (including Shares of Indebtedness) created upon the acquisition of property by Cooper Parent or a Restricted Subsidiary, or Liens to secure any Secured Indebtedness incurred by Cooper Parent or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of such property, which Secured Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon; provided, however, that in the case of any such acquisition, construction or improvement, alteration or repair, the Lien shall not apply to any property theretofore owned by Cooper Parent or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or the improvement, is located and any other property not then constituting a Principal Property;
(e)	Liens securing Secured Indebtedness of any Restricted Subsidiary owing to Cooper Parent or to another Restricted Subsidiary;
(f)	Liens on property of a Person existing at the time it is merged or consolidated with Cooper Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to Cooper Parent or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by such corporation prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition;
(g)	Liens on property of Cooper Parent or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, or in favor of any trustee or mortgagee acting on behalf, or for the benefit of, any of the foregoing, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens (including without limitation Liens incurred in connection with pollution control, industrial revenue or similar financings) and any other Liens incurred or assumed in connection with the issuance of industrial revenue or private activity bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended;
(h)	Liens upon property (including Shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted Subsidiary existing on the first date on which a Debt Security is authenticated by the Trustee under this Indenture; and

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(i) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (g), inclusive; provided, however, that the principal amount of Secured Indebtedness secured thereby shall not exceed the principal amount of Secured Indebtedness secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements, alterations and repairs on or to such property) and any other property not then constituting a Principal Property.

     SECTION 5.06. Sale and Leaseback Transactions. Cooper Parent will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction covering any Principal Property of Cooper Parent or any Restricted Subsidiary unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by Cooper Parent and any Restricted Subsidiary after the date on which a Debt Security is authenticated by the Trustee under this Indenture, except for Sale and Leaseback Transactions of a Restricted Subsidiary entered into prior to becoming a Restricted Subsidiary, and (iii) the aggregate amount of all Secured Indebtedness outstanding (excluding the Secured Indebtedness permitted by clauses (a) through (h) of Section 5.05 and further without regard to Secured Indebtedness of Cooper Parent or any Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 15% of Consolidated Tangible Assets or (B) an amount equal to the greater of (i) the amount of the net proceeds to Cooper Parent or the Restricted Subsidiary pursuant to such Sale and Leaseback Transaction or (ii) the fair market value of the property so leased, as determined by Cooper Parent’s Board of Directors (in the case of (i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the preceding limitations contained in this Section 5.06 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if:

     (1) such Sale and Leaseback Transaction is entered into in connection with the issuance of industrial revenue or private activity bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended;

     (2) Cooper Parent or a Restricted Subsidiary applies an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in another Principal Property within one year before or after such sale or transfer;

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     (3) such Sale and Leaseback Transaction is entered into by a Person prior to the date on which such Person became a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such Person prior to and not in contemplation of such Person’s becoming a Restricted Subsidiary; or

          (4) such Sale and Leaseback Transaction is entered into by a Person prior to the time such Person was merged or consolidated with Cooper Parent or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of the properties of such Person as an entirety or substantially as an entirety to Cooper Parent or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such Person prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition.

     SECTION 5.07. Waiver of Covenants. Cooper Parent and the Company may omit in any particular instance to comply with any covenant or condition set forth in Section 5.05 or 5.06 hereof or provided in a respective Certified Resolution delivered to the Trustee pursuant to Section 2.02(A) hereof or in any indenture supplemental hereto with respect to the Debt Securities of any series, if before or after the time for such compliance the Holders of a majority in aggregate principal amount of the Debt Securities of such series at the time outstanding shall, by action of such Debt Securityholders as provided in Section 9.01, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of Cooper Parent and the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

     SECTION 5.08. Certificate to Trustee. So long as any of the Debt Securities remain outstanding, the Company and Cooper Parent will deliver to the Trustee within 120 days after the end of each fiscal year of Cooper Parent (which on the date hereof ends on December 31) ending after the date any series of Debt Securities is first issued hereunder, an Officers’ Certificate (which need not contain the statements provided for in Section 15.05), stating whether or not to the best knowledge of the respective signer thereof (i) the Company is in default in the performance and observance of the terms, provisions and conditions of Section 5.01 or 5.02 and any other covenant of the Company provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02 hereof or an indenture supplemental hereto, and (ii) Cooper Parent is in default in the performance and observance of the terms, provisions and conditions of Section 5.05 or 5.06 and any other covenant of Cooper Parent; provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02 hereof or an indenture supplemental hereto; and if the Company or Cooper Parent shall be in default, respectively specifying all such defaults and the nature and status thereof of which they may have knowledge; provided, however, neither the Company nor Cooper Parent shall be obligated to make any such statement with respect to any term, provision or condition specified in this Section 5.08 if such term, provision or condition, as the case may be, is applicable only to a series of Debt Securities none of the Debt Securities of which are outstanding or with respect to which series the Company has been discharged pursuant to Article Thirteen.

     SECTION 5.09. Payment of Additional Amounts. If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where

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Cooper Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the United States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Payor shall pay to each Holder of a Debt Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Debt Security to which such holder is entitled; provided, however, the Payor shall not be required to make any payment of Additional Amounts for or on account of:

(a)	any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in the Relevant Tax Jurisdiction or (ii) the presentation of a Debt Security (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
(b)	any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c)	any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities;
(d)	any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of the Debt Security to comply with a request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
(e)	any combination of the above;

nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Debt Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for

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tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such Debt Security.

The Payor shall provide the Trustee with the official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation shall be made available to the holders of the Debt Securities or the paying agent, as applicable, upon request therefor.

ARTICLE SIX
DEBT SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE

     SECTION 6.01. Debt Securityholders’ Lists. The Company agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than fifteen days after each record date relating to any series of Debt Securities, or if any series has no record date, not more than fifteen days after January 1 and July 1 in each year, and at such other times as the Trustee may request in writing within thirty days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the applicable series of Debt Securities, as of a date not more than fifteen days prior to the time such information is furnished; provided, however, that so long as the Trustee shall be the Debt Security registrar for a series, no such list for a series need be furnished.

     SECTION 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Debt Securityholders contained in the most recent list furnished to the Trustee as provided in Section 6.01 and the names and addresses of Debt Securityholders received by the Trustee. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list so furnished.

(b)

Debt Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Debt Securityholders with respect to their rights under this Indenture or under the Securities.

(c)

Each and every holder of the Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee, nor any paying agent, nor any Debt Security registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debt Securities in accordance with the provisions of subsection (b) of this Section 6.02, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

     SECTION 6.03. Reports by the Company or Cooper Parent. (a) The Company or Cooper Parent, as applicable, agrees to file with the Trustee, within thirty days after the

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Company or Cooper Parent, as applicable, is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as said Commission may from time to time by rules and regulations prescribe) which the Company or Cooper Parent, as applicable, may be required to file with said Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or Cooper Parent, as applicable, is not required to file information, documents or reports pursuant to either of such Sections, then to file with the Trustee and said Commission, in accordance with rules and regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

(b)	The Company or Cooper Parent, as applicable, agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time to time by said Commission, such additional information, documents and reports with respect to compliance by the Company or Cooper Parent, as applicable, with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations. The Company will at all times comply with Section 314(a) of the Trust Indenture Act.
	Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and Cooper Parent’s, as the case may be, compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate).
(c)	Cooper Parent agrees to transmit by mail to all holders of Debt Securities, as the names and addresses of such holders appear upon the Debt Security register, within thirty days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company or Cooper Parent, as applicable, pursuant to subsections (a) and (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to time by the Securities and Exchange Commission.

     SECTION 6.04. Reports by the Trustee. (a) Within 60 days after May 15 or each year commencing with the first May 15 following the date of this Indenture, the Trustee shall transmit by mail to the Debt Securityholders as their names and addresses appear in the Security Registry, a brief report dated as of such May 15, to the extent required under Section 313(a) of the Trust Indenture Act.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

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(c) A copy of each such report shall, at the time of such transmission to Debt Securityholders, be filed by the Trustee with the Company, with each stock exchange upon which any Debt Securities are listed (if so listed) and also with the Securities and Exchange Commission. The Company will notify the Trustee when any Debt Securities become listed on any stock exchange and of any delisting thereof.

ARTICLE SEVEN
REMEDIES OF THE TRUSTEE AND DEBT SECURITYHOLDERS ON
EVENT OF DEFAULT

     SECTION 7.01. Events of Default. “Event of Default” with respect to any series of Debt Securities means each one of the events specified below in this Section 7.01, unless it is either inapplicable to a particular series or is specifically deleted or modified in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued, and any other events as may be specified in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued. No Event of Default for a particular series of Debt Securities shall constitute an Event of Default for any other series of Debt Securities. In case one or more of the following Events of Default shall have occurred and be continuing:

(a)	default in the payment of any interest on any of the Debt Securities of such series, as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or
(b)	default in the payment of the principal of, or premium, if any, on, any of the Debt Securities of such series, as and when the same shall become due and payable (subject to subsection (c) below), whether at stated maturity, upon redemption, by declaration or otherwise; or
(c)	default in the making of any payment for a sinking, purchase or similar fund provided for in respect of any of the Debt Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or
(d)	failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of the Debt Securities of such series, or in this Indenture contained with respect to such series, for a period of ninety days after the date on which written notice of such failure, requiring the Company to remedy the same shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding; or
(e)	entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or

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	appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of such decree or order unstayed and in effect for a period of ninety consecutive days; or
(f)	commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by the Company to the entry of an order for relief in an involuntary case under any such law, or consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or for any substantial part of its property, or any general assignment by the Company for the benefit of creditors, or failure by the Company generally to pay its debts as they become due, or the taking by the Company of any corporate action in furtherance of any of the foregoing; or
(g)	failure on the part of the Guarantors duly to observe or perform any other of the covenants or agreements on the part of the Guarantors in respect of the Debt Securities of such series, or in this Indenture contained with respect to such series, for a period of ninety days after the date on which written notice of such failure, requiring the Guarantors to remedy the same, shall have been given to the Guarantors by the Trustee, or to the Guarantors and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time outstanding; or
(h)	entry of a decree or order for relief in respect of Cooper Parent by a court having jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of Cooper Parent or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of such decree or order unstayed and in effect for a period of ninety consecutive days; or
(i)	commencement by Cooper Parent of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by Cooper Parent to the entry of an order for relief in an involuntary case under any such law, or consent by Cooper Parent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Cooper Parent or for any substantial part of its property, or any general assignment by Cooper Parent for the benefit of creditors, or failure by Cooper Parent generally to pay its debts as they become due, or the taking by Cooper Parent of any corporate action in furtherance of any of the foregoing; or
(j)	the Guarantee of any Debt Security by Cooper Parent ceases to be, or is asserted in writing by Cooper US or Cooper Parent not to be, in full force and effect or enforceable in accordance with its terms (except as contemplated or permitted by the terms of the Guarantee of Cooper Parent or this Indenture);

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then in the case in which any Event of Default specified in Section 7.01 (e), (f), (h) or (i) shall have occurred, all Applicable Debt Securities (as hereinafter defined) shall automatically become due and payable immediately without further action or notice, and in each and every case in which any other Event of Default shall have occurred and shall be continuing, unless the principal of all of the Applicable Debt Securities shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Applicable Debt Securities then Outstanding hereunder[, by notice in writing to the Company (and to the Trustee if given by holders of the Applicable Debt Securities),] may declare the principal of all the Applicable Debt Securities (or such portion thereof as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued) and the accrued interest to be due and payable immediately and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in this Indenture or in the Applicable Debt Securities to the contrary notwithstanding. In the case of Applicable Debt Securities issued bearing no interest or below-market interest, the amount that may be declared due and payable immediately shall be the portion of the principal specified in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued. The term “Applicable Debt Securities” shall mean the Debt Securities of a series with respect to which an Event of Default shall have occurred and be continuing and unless otherwise specifically provided with respect to a particular series of Debt Securities in the Certified Resolutions under Section 2.02 relating to such series or any indentures supplemental to this Indenture under which such series of Debt Securities is issued shall refer to Debt Securities on a series by series basis such that the provisions hereof shall be applied separately to each series of Debt Securities affected by such Event of Default. Any declaration pursuant to this Section 7.01 is, however, subject to the condition that if, at any time after the principal of the Applicable Debt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered as hereinafter provided, (a) the Company shall pay or shall deposit with the Trustee (i) a sum sufficient to pay all matured interest upon all the Applicable Debt Securities and the principal of and premium, if any, on any and all Applicable Debt Securities which shall have become due otherwise than by acceleration, with interest on overdue interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal and premium, if any, at the rate borne by the Applicable Debt Securities, or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued, to the date of such payment or deposit, and (ii) all sums paid or advances made by the Trustee hereunder and all amounts owing the Trustee under Section 8.06, and (b) any and all Events of Default under this Indenture with respect to the Applicable Debt Securities, other than the nonpayment of principal of and accrued interest on Applicable Debt Securities which shall have become due by acceleration, shall have been remedied, cured or waived, then and in every such case the holders of a majority in aggregate principal amount of the Applicable Debt Securities then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults related to such Applicable Debt Securities and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

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     In case the Trustee or any of the Debt Securityholders shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee or such Debt Securityholders, then and in every such case the Company and the Trustee and such Debt Securityholders shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee and such Debt Securityholders shall continue as though no such proceedings had been taken.

     SECTION 7.02. Payment of Applicable Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case defaults shall be made in the payment of any interest upon any of the Applicable Debt Securities as and when the same shall become due and payable, and such default shall have continued for a period of thirty days, or (b) in case default shall be made in the payment of the principal of and premium, if any, on any of the Applicable Debt Securities as and when the same shall have become due and payable (subject to subsection (c) below), whether at maturity of the Applicable Debt Securities or upon redemption or by declaration or otherwise, or (c) in case default shall be made in the payment for any sinking, purchase or similar fund provided for in respect of any of the Applicable Debt Securities as and when the same shall become due and payable, and such default shall have continued for a period of thirty days, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Applicable Debt Securities, the whole amount that then shall have become due and payable on all such Applicable Debt Securities for principal and premium, if any, or interest, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Applicable Debt Securities or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued; and, in addition thereto, such further amount as shall be sufficient to cover all amounts owing the Trustee under Section 8.06.

     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on the Applicable Debt Securities and collect in the manner provided by law out of the property of the Company or any other obligor on the Applicable Debt Securities wherever situated the money adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities under the Federal Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any similar judicial proceedings relative to the Company or other obligor under the Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions

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of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium and interest owing and unpaid in respect of the Debt Securities, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any amounts owing the Trustee under Section 8.06) and of the holders of Debt Securities allowed in such judicial proceedings relative to the Company or any other obligor on the Debt Securities, its or their creditors, or its or their property, and to collect and receive any money or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Debt Securities to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Debt Securityholders, to pay to the Trustee any amounts owing the Trustee under Section 8.06 up to the date of such distribution.

     All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series, or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities of such series.

     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Debt Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Debt Securityholder in any such proceeding.

     SECTION 7.03. Application of Money Collected by Trustee. Any money collected by the Trustee pursuant to this Article Seven with respect to a series of Debt Securities shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such money, upon presentation of the several Debt Securities of such series, and stamping thereon the payment, if only partially paid and upon surrender thereof if fully paid.

     First: To the payment of all amounts owing the Trustee under Section 8.06;

     Second: In case the principal on none of the Outstanding Debt Securities of such series shall have become due and be unpaid, to the payment of interest, if any, which has become due and is unpaid on the Debt Securities of such series, in the order of the maturity of such interest, with interest (to the extend permitted by applicable law and to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by the Debt Securities or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued (such payments to be made ratably to the Persons entitled thereto);

     Third: In case the principal of any of the Outstanding Debt Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal, premium, if any, and interest, if

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any, with interest on the overdue principal and premium, if any, and (to the extent permitted by applicable law and to the extent that such interest has been collected by the Trustee) upon overdue interest at the rate borne by the Debt Securities of such series or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued; and in case such money shall be insufficient to pay in full the whole amounts so due and unpaid upon the Debt Securities of such series, then to the payment of such principal, premium, if any, and interest, if any, without preference or priority of principal and premium, if any, over interest, if any, of interest over principal and premium, if any, or if any interest over any other interest, or of any Debt Security of such series over any other Debt Security of such series ratably to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and

     Fourth: To the payment of the remainder, if any, to the Company, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

     SECTION 7.04. Proceedings by Debt Securityholders. No holder of any Applicable Debt Security of any series shall have any right by virtue of or by availing himself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, in each case with respect to an Event of Default related to such Applicable Debt Securities, unless such Holder previously shall have given to a Responsible Officer of the Trustee written notice of default with respect to the Applicable Debt Securities of such series and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than twenty-five percent in aggregate principal amount of such Applicable Debt Securities then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee during such sixty-day period by the holders of a majority in principal amount of such outstanding Applicable Debt Securities, it being understood and intended and being expressly covenanted by the holder of every Debt Security of a series with every other holder of a Debt Security of such series and the Trustee, that no one or more holders of Debt Securities of such series shall have any right in any manner whatever by virtue of or by availing himself or themselves of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt Securities of such series.

     Notwithstanding any other provisions in this Indenture, the right of any holder of any Debt Security, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and interest, if any, on such Debt Security, on or after the respective due dates expressed in such Debt Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

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     SECTION 7.05. Proceeding by Trustee. In case an Event of Default shall occur and be continuing hereunder with respect to any Applicable Debt Securities, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture with respect to such Applicable Debt Securities, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

     SECTION 7.06. Remedies Cumulative and Continuing. All powers and remedies given by this Article Seven to the Trustee or to the holders of Debt Securities of any series shall, to the extend permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of the Debt Securities of such series, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any of the Debt Securities of a series to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article Seven or by law to the Trustee or to the Debt Securityholders of a series may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Debt Securityholders of such series.

     SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Debt Securityholders. The holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability or would be unduly prejudicial to the holders of Debt Securities of such series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any series, the holders of a majority in aggregate principal amount of the Debt Securities of such series at the time outstanding may, on behalf of the holders of all of the Debt Securities of such series, waive any past default or Event of Default hereunder with respect to such series and its consequences except a default in the payment of the principal of, premium, if any, or interest, if any, or any of the Debt Securities of such series, or in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the holder of each outstanding Debt Security of such series affected. Upon any such waiver the Company, the Trustee and the holders of the Debt Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as defined in Section 7.08) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.07 said default or Event of

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Default shall for all purposes of the Debt Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

     SECTION 7.08. Notice of Defaults. The Trustee shall, within ninety days after the occurrence of a default (as hereinafter defined) with respect to the Debt Securities of any series, mail to all holders of Debt Securities of each series, as the names and addresses of such holders appear upon the Debt Security register, notice of all each default known to a Responsible Officer of the Trustee, unless such defaults shall have been cured before the giving of such notice (the term "default” for the purpose of this Section 7.08 being hereby defined to be any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series); and provided that, except in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or trustees, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Debt Securityholders of such series.

     SECTION 7.09. Undertaking to Pay Costs. All parties to this Indenture agree, and each holder of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, have due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.09 shall not apply to any suit instituted by the Trustee, to any suit institute by any Debt Securityholder, or group of Debt Securityholders, holding in the aggregate more than ten percent in principal amount of the Debt Securities of any series outstanding, or to any suit instituted by any holder of a Debt Security of any series for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Debt Security of such series on or after the due date expressed in such Debt Security.

     SECTION 7.10. Waiver of Stay or Extension Laws. The Company covenants and agrees (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE EIGHT
CONCERNING THE TRUSTEE

     SECTION 8.01. Duties and Responsibilities of Trustee. The Trustee prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred and are continuing, undertakes to perform such duties and only such duties as are

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specifically set forth in this Indenture. In case an Event of Default has occurred and is continuing (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:

     (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b)	the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(c)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Debt Securities of any series at the time Outstanding determined as provided in Section 9.04 relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with respect to the Debt Securities of such series, or exercising any trust or power conferred upon the Trustee with respect to the Debt Securities of such series under this Indenture; and
(d)	no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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       SECTION 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 8.01:

(b)	the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(c)	any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Certified Resolution;
(d)	the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(e)	the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Debt Securityholders pursuant to the provisions of this Indenture, unless such Debt Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
(f)	the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(g)	prior to the occurrence of an Event of Default with respect to any series of Debt Securities hereunder and after the curing or waiving of all Events of Default with respect to such series of Debt Securities, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document with respect to such series of Debt Securities, unless requested in writing to do so by the holders of not less than a majority in principal amount of Debt Securities of such series then outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liability as a condition to so proceeding;
(h)	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder directly or by or through agents or counsel, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or counsel appointed with due care by it hereunder;

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(i)

the Trustee shall not be deemed to have knowledge or notice of any Event of Default or defaults hereunder unless a Responsible Officer of the Trustee shall have actual knowledge thereof or unless the holders of not less than twenty-five percent of the outstanding Debt Securities of any series as to which there exists an Event of Default or default gives notice of such Event of Default or default; and

(j)

the permissive rights of the Trustee enumerated herein shall not be construed as duties.

     SECTION 8.03. Responsibility for Recitals, Etc. The recitals contained herein and in the Debt Securities (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company and the Guarantors, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds thereof.

     SECTION 8.04. Trustee, Paying Agent or Debt Security Registrar May Own Debt Securities. The Trustee, any paying agent, Debt Security registrar or any other agent of the Company in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the same rights it would have if it were not Trustee, paying agent, Debt Security registrar or such other agent.

     SECTION 8.05. Money to Be Held in Trust. Subject to the provisions of Section 13.04, all money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which it was received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.

     SECTION 8.06. Compensation and Expenses of Trustee. The Company agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company and Cooper Parent jointly and severally also agree to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The obligation of the Company under this Section 8.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities.

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     When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01 (e) or Section 7.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

     SECTION 8.07. Officers’ Certificate as Evidence. Except as otherwise provided in Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

     SECTION 8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

     SECTION 8.09. Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least five million dollars, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10. Neither the Company nor a Person directly controlling, controlled by, or under common control with the Company shall serve as Trustee.

     SECTION 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time resign with respect to the Debt Securities of one or more series by giving written notice of such resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within sixty days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any holder of a Debt Security of such series who has been a bona fide holder of a Debt Security or Debt Securities of such series for at least six months may, subject to the provisions of Section 7.09, on behalf of himself and all others similarly situated, petition any

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such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(b) In case at any time any of the following shall occur:

     (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 8.08 after written request therefor by the Company or by any Debt Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months, or

          (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request therefor by the Company or by any such Debt Securityholder, or

          (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 7.09, any Debt Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may, thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.

(c)	The holders of a majority in aggregate principal amount of the Debt Securities of a series at the time Outstanding may at any time remove the Trustee as to that series and appoint a successor Trustee as to that series.
(d)	Any resignation or removal of the Trustee and any appointment of a successor Trustee pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 8.11.
(e)	The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid to the holders of Debt Securities as their names and addresses appear in the register. Each such notice shall include the name of the successor Trustee and the address of its principal corporate trust office. If the Company fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given, at the expense of the Company.

     SECTION 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the

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resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 8.06.

     No successor Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.

     In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the Guarantors (as applicable), the retiring Trustee and each successor Trustee with respect to the Debt Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein such successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee (subject to the provisions of Section 8.06) shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Debt Securities of that or those series to which the appointment of such successor trustee relates, and upon request of any such successor Trustee, the Company and the Guarantors, as applicable, shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in this subsection.

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     SECTION 8.12. Succession by Merger, Etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

     In case at the time such successor Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of Debt Securities, any of such Debt Securities shall have been authenticated but not delivered, any such successor Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in such Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

     SECTION 8.13. Limitation on Rights of Trustee as a Creditor. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

ARTICLE NINE
CONCERNING THE DEBT SECURITYHOLDERS

     SECTION 9.01. Action by Debt Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at any time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Debt Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of such Debt Securities voting in favor thereof at any meeting of such Debt Securityholders duly called and held in accordance with the provisions of Article Ten, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Debt Securityholders.

     SECTION 9.02. Proof of Execution by Debt Securityholders. Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a Debt Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security register or by a certificate of the Debt Security registrar.

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     The record of any Debt Securityholders’ meeting shall be proved in the manner provided in Section 10.06.

     SECTION 9.03. Who Deemed Absolute Owners. Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, or the paying agent and any Debt Security registrar may deem the Person in whose name any Debt Securities shall be registered upon the Debt Security register to be, and may treat him as, the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing on such Debt Security) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest, if any, on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Debt Security registrar shall be affected by any notice to the contrary. All such payments so made to any registered holder for the time being, or upon his order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Debt Security.

     SECTION 9.04. Company-Owned Debt Securities Disregarded. In determining whether the holders of the requisite aggregate principal amount of Debt Securities have concurred in any request, demand, authorization, notice, direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, notice, direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debt Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

     SECTION 9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action, any holder of a Debt Security the serial number of which is shown by the evidence to be included in such Debt Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the holder of any Debt Security of any series shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security and of any Debt Security issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security.

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ARTICLE TEN
DEBT SECURITYHOLDERS’ MEETINGS

     SECTION 10.01. Purposes of Meetings. A meeting of Debt Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Ten for any of the following purposes:

     (1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Debt Securityholders pursuant to any of the provisions of Article Seven;

     (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of Article Eight;

     (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or

     (4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Debt Securities under any other provision of this Indenture or under applicable law.

     SECTION 10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Debt Securityholders to take any action specified in Section 10.01, to be held at such time and at such place in the City and State of New York or in the City of Houston, Texas, as the Trustee shall determine. Notice of every meeting of the Debt Securityholders, setting forth the time and place of such meeting and in general terms the actions proposed to be taken at such meeting, shall be mailed to holders of Debt Securities of all series that may be affected by the action proposed to be taken at the meeting at their addresses as they shall appear on the Debt Security register. Such notice shall be mailed not less than twenty nor more than ninety days prior to the date fixed for the meeting.

     SECTION 10.03. Call of Meetings by Company or Debt Securityholders. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the Holders of at least ten percent in aggregate principal amount of the Debt Securities then outstanding of all series that may be affected by the action proposed to be taken at the meeting, shall have requested the Trustee to call a meeting of the Debt Securityholders of all series that may be so affected by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within twenty days after receipt of such request, then the Company or such Debt Securityholders may determine the time and the place in New York, New York, or in Houston, Texas for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02.

     SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meeting of Debt Securityholders a Person shall (a) be a holder of one or more Debt Securities of a series affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an

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instrument in writing as proxy by a holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Debt Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

     SECTION 10.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debt Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem fit.

     The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debt Securityholders as provided in Section 10.03, in which case the Company or the Debt Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 9.04, at any meeting each Debt Securityholder of a series or proxy shall be entitled to one vote for each $1,000 principal amount (or corresponding denomination if the Debt Securities are not in U.S. dollars) (or such other principal amount equal to the authorized minimum denomination) of Debt Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities of such series held by him or instruments in writing as aforesaid duly designating him as the Person to vote on behalf of other Debt Securityholders of such series. Any meeting of Debt Securityholders duly called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time to time by a majority of Holders present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

     SECTION 10.06. Voting. The vote upon any resolution submitted to any meeting of Debt Securityholders of a series or all series to be affected thereby, as the case may be, shall be by written ballots on which shall be subscribed the signatures of the holders of Debt Securities of such series or of their representatives by proxy and the serial number or numbers of the Debt Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Debt Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 10.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by

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the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

     Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE ELEVEN
SUPPLEMENTAL INDENTURES

     SECTION 11.01. Supplemental Indentures without Consent of Debt Securityholders. The Company, Cooper Parent and, as applicable, each other Guarantor, each when authorized by a resolution of its Board of Directors, and the Trustee may from time to time, without the consent of Holders, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a)	to evidence the succession of another Person to the Company or a Guarantor, as applicable, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or a Guarantor (as applicable), as the case may be, pursuant to Article Twelve hereof or, if applicable, as provided in the Certified Resolution under Section 2.02 relating to such series of Debt Securities or any supplemental indenture under which such applicable series of Debt Securities is issued;
(b)	to add to the covenants of the Company or a Guarantor, as applicable, such further Events of Default, covenants, restrictions or conditions, for the protection of the holders of the Debt Securities of any series as the Board of Directors of the Company or the Guarantors, as applicable, shall consider to be for the protection of the holders of Debt Securities of such series, and to make the occurrence or the occurrence and continuance of an Event of Default or a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Event of Default, covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or Event of Default or may limit the remedies available to the Trustee upon such default or Event of Default;
(c)	to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture or Debt Securities of a series which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or Debt Securities of a series, or to make such other provisions in regard to matters or questions arising under this Indenture or any supplemental indenture or Debt Securities of a series which shall not adversely affect the interests of the holders of the Debt Securities;

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(d)	to provide for the issuance of a particular series of Debt Securities in bearer form with or without interest coupons;
(e)	to provide for beneficial ownership of all or a portion of a particular series of Debt Securities to be evidenced by electronic book-entry (i) at a Depositary, (ii) on the records of the Company, its agent or a third party other than a Depositary, with the Company, its agent or a third party holding a certificate or certificates representing such Debt Securities or portion thereof, or (iii) any combination of (i) and (ii); provision may be made that beneficial owners shall not have the right to obtain certificates for such Debt Securities or portion thereof;
(f)	at the Company’s option, to set forth some or all of the terms of the Debt Securities of a particular series in lieu of setting forth such terms in a Certified Resolution pursuant to Section 2.02;
(g)	to provide for the appointment of a successor Trustee with respect to one or more series of Debt Securities pursuant to Section 8.11;
(h)	to provide for an authenticating agent for the Trustee;
(i)	to establish the form or terms of each series of Debt Securities in accordance with the applicable provisions of Article Two;
(j)	to comply with the requirements of the Securities and Exchange Commission to permit the qualification of this Indenture or any indenture supplemental hereto under the Trust Indenture Act of 1939, as then in effect, except that nothing contained herein shall permit or authorize the inclusion of any indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; or
(k)	to add any one or more Persons as Guarantors with respect to the Debt Securities of any series as parties to the Indenture or any applicable indenture supplemental hereto, as the case may be, or to release Guarantors of any series of Debt Securities in accordance with the applicable provisions of this Indenture or any applicable indenture supplemental hereto.

     The Trustee is hereby authorized to join with the Company and the Guarantors, as applicable, in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company, the Guarantors, as applicable, and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 11.02.

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     SECTION 11.02. Supplemental Indentures with Consent of Debt Securityholders. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding of each series to be affected, the Company and the Guarantors (as applicable), each when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or Debt Securities of a series or of modifying in any manner the rights of the holders of the Debt Securities of such series to be affected; provided, however, that no such supplemental indenture shall (i) change the fixed maturity (which term shall not include payments due pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, change the redemption provisions in any manner that would be adverse to any holder or adversely affect the right of repayment at the option of any Holder, change the coin or currency in which the principal of or any premium or interest thereon is payable, impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any Debt Securities or, in the case of redemption, on or after the redemption date or, in the case of repayment at the option of any holder, on or after the redemption date, or modify any of the provisions regarding the waiver of past defaults and the waiver of specified covenants by the Holders of the Debt Securities, without the consent of the holder of each Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the Holders of all Debt Securities of such series then outstanding or (iii) modify any of the foregoing, without the consent of the holder of each Debt Security so affected.

     Upon the request of the Company and the Guarantors (as applicable), accompanied by a copy of the resolutions of each of their respective Boards of Directors certified by their respective Secretaries or any Assistant Secretaries authorizing the execution of any such supplemental indentures, and upon the filing with the Trustee of evidence of the consent of Debt Securityholders as aforesaid, the Trustee shall join with the Company and the Guarantors (as applicable) in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

     It shall not be necessary for the consent of the Debt Securityholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

     SECTION 11.03. Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provision of this Article Eleven shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Eleven, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company, the Guarantors (as

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applicable) and the holders of all of the Debt Securities or of the Debt Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

     SECTION 11.04. Notation on Debt Securities. Debt Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Eleven may, but need not, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities so modified as to conform, in the opinion of the Trustee and the Company’s Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Debt Securities then outstanding.

     SECTION 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the provisions of Sections 8.01 and 8.02, shall, in addition to the documents required by Section 15.05, receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article Eleven (i) is authorized or permitted by, and conforms to, the terms of this Article Eleven and (ii) complies with all conditions precedent relating to such supplemental indenture.

ARTICLE TWELVE
CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER

     SECTION 12.01. Company May Consolidate, Etc. Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

     (1) the Person formed by such consolidation or into which the Company is merged or the Person which acquired by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the Debt Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

     (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice of lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and

          (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article Twelve and that all conditions precedent herein provided for which relates to such transaction have been complied with; provided,

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however, the Opinion of Counsel shall not be required to include any opinion with respect to the condition set forth in paragraph (2) of this Section 12.01.

     SECTION 12.02. Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 12.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this instrument or any successor corporation which shall have theretofore become such in the manner prescribed in Section 12.01) shall be discharged from all liability under this Indenture and in respect of the Debt Securities and may be dissolved and liquidated.

     SECTION 12.03. Cooper Parent May Consolidate, Etc., Only on Certain Terms. Cooper Parent shall not consolidate or amalgamate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

          (1) the Person formed by such consolidation or amalgamation or into which Cooper Parent is merged or the Person which acquired by conveyance or transfer the properties and assets of Cooper Parent substantially as an entirety shall be a corporation and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, Cooper Parent’s guarantee of the due and punctual payment of the principal of, premium, if any, and interest, if any, on, all the Debt Securities and the performance or observance of every covenant of this Indenture on the part of Cooper Parent to be performed or observed;

     (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and

          (3) Cooper Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, amalgamation, merger, conveyance or transfer and such supplemental indenture comply with this Article Twelve and that all conditions precedent herein provided for which relates to such transaction have been complied with; provided, however, the Opinion of Counsel shall not be required to include any opinion with respect to the condition set forth in paragraph (2) of this Section 12.03.

     SECTION 12.04. Successor Corporation Substituted. Upon any consolidation, amalgamation or merger, or any conveyance or transfer of the properties and assets of Cooper Parent substantially as an entirety in accordance with Section 12.03, the successor corporation formed by such consolidation or amalgamation or into which Cooper Parent is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Cooper Parent under this Indenture with the same effect as if such successor corporation had been named as Cooper Parent herein; and in the event of any such conveyance or transfer, Cooper Parent (or any successor corporation which shall have

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theretofore become such in the manner prescribed in Section 12.03), shall be discharged from all liability under this Indenture and its Guarantee and in respect of the Debt Securities and may be dissolved and liquidated.

ARTICLE THIRTEEN
SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS

     SECTION 13.01. Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore cancelled, or (b) all the Debt Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all for the Debt Securities of such series (other than any Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest, if any, due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any money for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by the Trustee to the Company in accordance with the provisions of Section 13.05 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture, and any related supplemental indenture, shall cease to be of further effect with respect to the Debt Securities of such series except as to (A) the rights of Holders of Debt Securities of such series to receive solely from funds deposited by the Company with the Trustee, in trust as described above in this Section 13.01, payment of the principal of, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company’s obligations with respect to such Debt Securities under Sections 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of the Trustee hereunder, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute such instruments as may be requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to such series of Debt Securities. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Debt Securities, the obligations of the Company to the Trustee under Section 8.06 shall survive.

     SECTION 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible Obligations. At the Company’s option, either (a) the Company and the Guarantors, as applicable, shall be deemed to have been Discharged (as defined below) from their respective obligations with respect to any series of Debt Securities on the ninety-first day after the

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applicable conditions set forth below have been satisfied or (b) the Company and the Guarantors, as applicable, shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 5.05, 5.06 and 12.01 with respect to any series of Debt Securities and any other covenants provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02(A) hereof or an indenture supplemental hereto with respect to such series of Debt Securities at any time after the applicable conditions set forth below have been satisfied:

          (1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Debt Securities of such series (A) money in an amount, or (B) U.S. Government Obligations and/or Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one business day before the due date of any payment, money in an amount, or (C) a combination of (A) and (B), sufficient, in the opinion (with respect to (A) and (B)) of a nationally recognized firm of independent public accountants selected by the Company expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest, if any, on the Outstanding Debt Securities of such series on the dates such installments of principal, premium, if any, and interest, if any, are due (taking into account any redemption pursuant to optional sinking fund payments notice of which redemption is provided to the Trustee at the time of the deposit referred to in this paragraph (1));

     (2) if the Debt Securities of such series are then listed on the New York Stock Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company’s exercise of its option under this paragraph would not cause such Debt Securities to be delisted;

     (3) no Event of Default with respect to the Debt Securities of such series under Section 7.01(a), 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(h) or 7.01(i) of this Indenture shall have occurred and be continuing on the date of such deposit and the Company shall have furnished an Officers’ Certificate to such effect; and

     (4) the Company shall have delivered to the Trustee (a) an Opinion of Counsel or (b) a ruling from, or published by, the Internal Revenue Service, whichever of (a) or (b) the Company shall determine, to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 13.02 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised.

          “Discharged” means, for purposes of this Section 13.02, that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Debt Securities of such series and to have satisfied all the obligations under this Indenture (and any related supplemental indenture) relating to the Debt Securities of such series (and the Trustee, at the expense of the Company, shall execute such instruments as may be requested by the Company acknowledging the same), except (A) the rights of Holders of Debt Securities of such series to receive, solely from the trust fund described in clause (1) above,

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payment of the principal, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company’ obligations with respect to such Debt Securities under Sections 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of the Trustee hereunder. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Debt Securities, the obligations of the Company to the Trustee under Section 8.06 shall survive.

     SECTION 13.03. Deposited Money, U.S. Government Obligations and Eligible Obligations to be Held in Trust by Trustee. All money, U.S. Government Obligations and Eligible Obligations deposited with the Trustee pursuant to Section 13.01 or 13.02 and with respect to U.S. Government Obligations and Eligible Obligations, the principal and interest in respect thereof, shall be held irrevocably in trust and applied by it to the payment in accordance with the provisions of the Debt Securities and this Indenture, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Debt Securities for the payment or redemption of which such money has been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Trustee shall promptly pay to the Company, upon written request of the Company, any excess money, U.S. Government Obligations or Eligible Obligations held by the Trustee at any time.

     SECTION 13.04. Paying Agent to Repay Money Held. Upon the satisfaction and discharge of this Indenture, all money then held by any paying agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such money.

     SECTION 13.05. Return of Unclaimed Amounts. Notwithstanding anything to the contrary contained in this Indenture (including, but not limited to, the provisions of Section 13.03), any amounts deposited with or paid to the Trustee for payment of any portion of the principal of (which term shall for these purposes include payments due pursuant to any sinking, purchase or analogous fund), premium, if any, or interest, if any, on the Debt Securities and not applied but remaining unclaimed by the holders of such Debt Securities for two years after the date upon which such portion of the principal of, premium, if any, or interest, if any, on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand; and the holder of any of such Debt Securities shall thereafter look only to the Company for any payment which such holder may be entitled to collect. Notwithstanding the foregoing, the Trustee, before being required to make any such repayment, may at the expense and at the written request of the Company mail to such holder or cause to be published once a week for two successive weeks (in each case on any day of the week) in a newspaper printed in the English language and customarily published at least once a day at least five days in each calendar week and of general circulation in the City and State of New York, a notice that said amounts have not been so applied and that after a date named therein any unclaimed balance of said amounts then remaining will be promptly returned to the Company.

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     SECTION 13.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 13.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Debt Securityholders shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 until such time as the Trustee or such Paying Agent is permitted to apply all such money in accordance with Section 13.02.

ARTICLE FOURTEEN
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 14.01. Indenture and Debt Securities Solely Corporate Obligations. No recourse for the payment of the principal of, premium, if any, or interest, if any, on any Debt Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor in this Indenture or in any supplemental indenture, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder or other equity-interest owner, officer or director, as such, past, present or future, of the Company or a Guarantor or of any successor Person, either directly or through the Company or a Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debt Securities.

ARTICLE FIFTEEN
MISCELLANEOUS PROVISIONS

     SECTION 15.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements in this Indenture contained by the Company shall bind its successors and assigns whether so expressed or not.

     SECTION 15.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company.

     SECTION 15.03. Addresses for Notices, Etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Debt Securities on the Company shall be deemed to have been sufficiently given or served, for all purposes, if given or served in writing (until another address is filed by the Company with the Trustee) to Cooper US, Inc., 600 Travis, Houston, Texas 77002, Attention: Treasurer. Any notice, direction, request or demand by any Debt Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or served, for all purposes, if given or served in writing at the principal office of the Trustee which at the date of this Indenture is 60 Wall Street — 27th Floor, New York, New York 10005, with copy to Deutsche Bank National

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Trust Company for Deutsche Bank Trust Company Americas Trust and Security Services, 100 Plaza One, Jersey City, New Jersey 07311-3901 (fax number: 732-578-4635).

     SECTION 15.04. New York Contract. This Indenture and each Debt Security, and each Guarantee, shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by, and construed in accordance with, the laws of the said State.

     SECTION 15.05. Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provide for in this Indenture shall include (A) a statement that the Person making such certificate or opinion has read such covenant or condition; (B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (C) a statement that in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (D) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

     SECTION 15.06. Legal Holidays. In any case where the date of maturity of interest on or principal of the Debt Securities of any series or the date fixed for redemption of any Debt Security of any series shall be in the City and State of New York a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then payment or such interest on or principal and premium, if any, need not be made on such date but may be made on the next succeeding Banking Day not in such city a Saturday, a Sunday, nor a day on which banking institutions are authorized by law to close with the same force and effect as if made on the date of maturity or the date fixed for redemption and no interest shall accrue for the period from and after such date.

     SECTION 15.07. Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by any of Sections 310 and 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

     SECTION 15.08. Debt Securities Controlling in the Event of Inconsistencies Between Indenture and Debt Securities. If the provisions of any series of Debt Securities issued hereunder are inconsistent or conflict with the provisions of this Indenture, the provisions of the Debt Securities of such series shall be controlling with respect to such series.

     SECTION 15.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of

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reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

     SECTION 15.10. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

     SECTION 15.11. Judgment Currency; Service of Process. (a) Each of the Company and the Guarantors agree, to the fullest extent that it may effectively do so under applicable law, that (i) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Debt Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee for such Debt Securities could purchase in The City of New York the Required Currency with the Judgment Currency at 10:00 A.M. New York City time, or as close to such time as is reasonably practicable, on the day on which final unappealable judgment is entered, unless such day is not a Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures such Trustee could purchase in The City of New York the Required Currency with the Judgment Currency at 10:00 A.M. New York City time, or as close to such time as is reasonably practicable, on the Banking Day preceding the day on which final unappealable judgment is entered and (ii) its obligations under this Indenture to make payments in the Required Currency (x) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with this subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (y) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (z) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. Except as provided in Section 8.01, in no event shall the Trustee be liable for any shortfall relating to the purchase of the Required Currency.

(b) Cooper Parent hereby irrevocably designates and appoints the Company, 600 Travis, Houston, Texas 77002, authorized agent with respect to any suit, action or proceeding based on or arising out of or relating to this Indenture or any Debt Securities or the Guarantee, it being understood that the designation and appointment of the Company as such authorized agent shall become effective immediately without any further action on the part of Cooper Parent. Cooper Parent further agrees that service of process upon the Company and written notice of said service to Cooper Parent mailed by prepaid registered first class mail or delivered to the Company at its principal office, shall be deemed in every respect effective service of process upon Cooper Parent in any such suit, action or proceeding.

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     SECTION 15.12. USA Patriot Act Notice. The Trustee hereby notifies each of the Company and Cooper Parent that pursuant to the requirement of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each of the Company and Cooper Parent, which information includes the name and address of each of the Company and Cooper Parent and other information that will allow the Trustee to identify each of the Company and cooper Parent in accordance with the Patriot Act.

ARTICLE SIXTEEN
GUARANTEE

     SECTION 16.01. Guarantee. Except as otherwise provided herein, Cooper Parent hereby fully and unconditionally guarantees to each Holder of a Debt Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, premium, if any, and interest, if any, on, the Debt Securities and all other obligations of the Company under this Indenture, including all obligations hereunder of the Company to the Trustee, when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption, upon a repurchase date or otherwise, in accordance with the terms of the Debt Securities and of this Indenture. In case of the failure of the Company punctually to make any such payment, Cooper Parent hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity or by acceleration, call for redemption, upon a repurchase date or otherwise, and as if such payment were made by the Company. Cooper Parent agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Debt Securities or this Indenture, the absence of any action to enforce the same or any release (other than by operation of Article Thirteen), amendment, waiver or indulgence granted to the Company or Cooper Parent or any consent to departure from any requirement of any other guarantee of all or any of the Debt Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Cooper Parent hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to the Debt Securities or the Indebtedness evidenced thereby and all demands whatsoever, and covenant that this Guarantee will not be discharged in respect of the Debt Securities except by complete performance of the obligations contained in the Debt Securities and in such Guarantee or the operation, as applicable, of Article Thirteen. Cooper Parent agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Debt Securities, to collect any principal of, or interest or premium, if any, on, the Debt Securities, or to enforce or exercise any other right or remedy with respect to the Debt Securities, Cooper Parent agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

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     Cooper Parent shall be subrogated to all rights of the Holders of the Debt Securities upon which its Guarantee is endorsed against the Company in respect of any amounts paid by Cooper Parent on account of the Debt Securities pursuant to the provisions of its Guarantee or this Indenture; provided, however, that Cooper Parent shall not be entitled to enforce or to receive any payment arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on, all Debt Securities issued hereunder shall have been paid in full.

     This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Debt Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of the Debt Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Debt Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     Any term or provision of this Guarantee to the contrary notwithstanding, the aggregate amount of the obligations guaranteed hereunder shall be reduced to the extent necessary to prevent this Guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

     SECTION 16.02. Release of Guarantee.

     Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the payment in full of (i) the principal of, premium, if any, and interest, if any, on the Debt Securities and (ii) all other obligations of the Company under this Indenture, Cooper Parent shall be released from and relieved of its obligations under this Article Sixteen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of Cooper Parent from its obligations under this Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of Cooper Parent under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the principal of, premium, if any, and interest, if any, on the Debt Securities and all other obligations of the Company under the Indenture are paid in full, and Cooper Parent shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

[Remainder of Page Intentionally Left Blank: Signatures Commence in Next Page]

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     Deutsche Bank Trust Company Americas hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

     IN WITNESS WHEREOF, Cooper US, Inc. has caused this Indenture to be signed by its Chief Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents or its Treasurer, and the same to be attested by its Secretary or an Assistant Secretary and Deutsche Bank Trust Company Americas has caused this Indenture to be signed by one of its duly authorized officers as of the day and year first written above.

Attest:	Cooper US, Inc.
By:	By:
		Name:
		Title:
By:	By:
		Name:
		Title:

Indenture Signature Page — Page 1

Attest:	Cooper Industries plc
By:	By:
		Name:
		Title:
By:	By:
		Name:
		Title:

Indenture Signature Page — Page 2

Deutsche Bank Trust Company Americas,       as Trustee
By:
	Name:
	Title:
By:
	Name:
	Title:

Indenture Signature Page — Page 3

EX-5.1

Exhibit 5.1

King & Spalding LLP
1180 Peachtree Street N.E.
Atlanta, Georgia 30309-3521
Phone: 404/ 572-4600
Fax: 404/572-5100
www.kslaw.com

November 8, 2010

Cooper Industries plc
Cooper B-Line, Inc.
Cooper Bussmann, LLC
Cooper Crouse-Hinds, LLC
Cooper Industries, Ltd.
Cooper Lighting, LLC
Cooper Powers Systems, LLC
Cooper Wiring Devices, Inc.
Cooper US, Inc.
   c/o Cooper Industries plc
   600 Travis, Suite 5600
   Houston, Texas 77002

          RE: Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel for Cooper Industries plc, an Irish company (“Cooper Parent”) and Cooper US, Inc., a Delaware corporation (“Cooper US”), with respect to certain legal matters in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the offering from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as to be set forth in one or more supplements to the Prospectus (each such supplement, a “Prospectus Supplement”), of (i) ordinary shares of Cooper Parent, par value $0.01 per share (the “Ordinary Shares”), (ii) debt securities of Cooper US (the “Debt Securities”) (and guarantees thereof (the “Guarantees”) by Cooper Parent, Cooper Industries, Ltd., Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Powers Systems, LLC and Cooper Wiring Devices, Inc. (the “Guarantors”)), (iii) preferred shares of Cooper Parent, par value $0.01 per share (the “Preferred Shares”), (iv) depositary shares, each representing a fractional interest in a Preferred Share (the “Depositary Shares”), (v) warrants for the purchase of Ordinary Shares, Preferred Shares or Depositary Shares (the “Warrants”), (vi) share purchase contracts, representing contracts to purchase Ordinary Shares or Preferred Shares (the “Share Purchase Contracts”) and (vii) share purchase units, consisting of Share Purchase Contracts and either Debt

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Securities or debt obligations of third parties (the “Share Purchase Units”), with an unspecified aggregate public offering price. The Guarantees, the Depositary Shares, the Warrants, the Share Purchase Contracts and the Share Purchase Units are hereinafter referred to collectively as the “Covered Securities.”

     The Depositary Shares are to be issued from time to time pursuant to a deposit agreement (the “Deposit Agreement”) to be entered into between Cooper Parent and a bank or trust company (the “Depositary”) selected by Cooper Parent. The Warrants will be issued under a warrant agreement (the “Warrant Agreement”) between Cooper Parent and a warrant agent (the “Warrant Agent”) selected by Cooper Parent. The Share Purchase Contracts will be issued pursuant to a purchase contract agreement (the “Purchase Contract Agreement”) between Cooper Parent and a purchase contract agent (the “Purchase Contract Agent”) selected by Cooper Parent. The Share Purchase Units will be issued pursuant to a unit agreement (the “Unit Agreement”) between Cooper Parent and a unit agent (the “Unit Agent”) selected by Cooper Parent.

     The Debt Securities are to be issued under an indenture (the “Indenture”) among Cooper Parent, Cooper US and Deutsche Bank Trust Company Americas as trustee (the “Trustee”). We have examined the form of Indenture, form of Debt Securities and form of Guarantees, and have relied as to matters of fact upon, original, certified, conformed or photographic copies of such corporate records of Cooper Parent, Cooper US and the Guarantors, such certificates of public officials, officers of Cooper Parent, Cooper US and the Guarantors and other persons, and such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to be accurate and to have been given properly.

     The Indenture, the Deposit Agreement, the Warrant Agreement, the Purchase Contract Agreement and the Unit Agreement are hereinafter referred to collectively as the “Transaction Agreements.”

     We have assumed that the execution and delivery of, and the performance of all obligations under, the Transaction Agreements will be duly authorized by all requisite action by the parties thereto, that the Transaction Agreements will be duly executed and delivered by the parties thereto, that the Indenture will be a valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, that the Deposit Agreement will be a valid and binding agreement of the Depositary, enforceable against the Depositary in accordance with its terms, that the Warrant Agreement will be a valid and binding agreement of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms, that the Purchase Contract Agreement will be a valid and binding agreement of the Purchase Contract Agent, enforceable against the Purchase Contract Agent in accordance with its terms and that the Unit Agreement will be a valid

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and binding agreement of the Unit Agent, enforceable against the Unit Agent in accordance with its terms.

     For purposes of our opinions, we have assumed that (a) Cooper Parent and Cooper Industries, Ltd. are validly existing and in good standing under the laws of their respective jurisdictions of organization and have all requisite power and authority to enable them to execute, deliver and perform the Covered Securities and the Transaction Agreements, as applicable, (b) such execution, delivery and performance will not violate the law of Ireland or Bermuda, as applicable, or any other applicable laws (excepting the law of the States of New York, the corporate laws of the State of Delaware and the federal laws of the United States), and (c) such execution, delivery and performance do not and will not constitute a breach or a violation of any agreement or instrument that is binding upon, or the organizational documents of, Cooper Parent or Cooper Industries, Ltd.

     The opinions expressed herein are limited in all respects to the federal laws of the United States of America, the laws of the State of New York and the corporate laws of the State of Delaware (which includes the Delaware General Corporation Law, applicable provisions of the Delaware Constitution and reported judicial interpretations concerning those laws), and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon the foregoing, and subject to the other limitations and qualifications set forth herein, we are of the opinion that:

(i)

Upon due authorization, the Debt Securities, when (a) the Indenture has been duly executed and delivered by Cooper US, Cooper Parent and the Trustee, (b) the definitive terms and provisions of such Debt Securities have been duly established, (c) any supplemental indenture has been duly executed and delivered by Cooper US, the Guarantors and the Trustee and (d) the Debt Securities are duly executed and delivered by Cooper US and authenticated by the Trustee in accordance with the Indenture and paid for by the purchasers thereof, will constitute valid and binding obligations of Cooper US, enforceable against Cooper US in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

(ii)

Upon due authorization, the Guarantees, when (a) the Indenture has been duly executed and delivered by Cooper US, Cooper Parent and the Trustee, (b) the definitive terms and provisions of such Guarantees have been duly established, (c) any supplemental indenture has been duly

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	executed and delivered by Cooper US, the Guarantors and the Trustee, and (d) the Debt Securities are duly executed and delivered by Cooper US and the Guarantors and authenticated by the Trustee in accordance with the Indenture and when the Debt Securities have been delivered against payment therefor, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
(iii)	Upon the due authorization of the issuance of the Depositary Shares, the issuance and sale thereof as described in the Registration Statement (together with any applicable Prospectus Supplement) and the issuance and delivery thereof in accordance with the terms of the applicable Deposit Agreement, such Depositary Shares will have been validly issued, and will represent a valid evidence of interest in the related Preferred Shares.
(iv)	Upon the due authorization of the Warrants and the issuance and sale thereof as described in the Registration Statement (together with any applicable Prospectus Supplement) and when duly executed by the Company and countersigned by the applicable warrant agent in accordance with the applicable Warrant Agreement, the Warrants will constitute valid and binding obligations of Cooper Parent, enforceable against Cooper Parent in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
(v)	Upon the due authorization of the Share Purchase Contracts and the issuance and sale thereof as described in the Registration Statement (together with any applicable Prospectus Supplement) and when duly executed by the Company and countersigned by the purchase contract agent in accordance with the applicable Purchase Contract Agreement, the Share Purchase Contracts will constitute valid and binding obligations of Cooper Parent, enforceable against Cooper Parent in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
(vi)	Upon the due authorization of the Share Purchase Units and the issuance and sale thereof as described in the Registration Statement (together with any applicable Prospectus Supplement) and when duly executed by the

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Company and countersigned by the purchase unit agent in accordance with the applicable Purchase Unit Agreement, the Share Purchase Units will constitute valid and binding obligations of Cooper Parent, enforceable against Cooper Parent in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws of affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of Cooper Parent and Cooper US in connection with the matters addressed herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration Statement.

Very truly yours,

/s/ King & Spalding LLP

King & Spalding LLP

EX-5.2

Exhibit 5.2

8 November 2010

To: Board of Directors
Cooper Industries plc
5 Fitzwilliam Square
Dublin 2

Re: Cooper Industries plc
Form S-3 Registration Statement

Dear Sirs,

1. Basis of Opinion

We have acted as Irish counsel to Cooper Industries plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 5 Fitzwilliam Square, Dublin 2 (the “Company”), in connection with the Form S-3 registration statement to be filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on or around the date hereof (the “Registration Statement”). The Registration Statement relates to the offering from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as to be set forth in one or more supplements to the Prospectus, of (i) the Company’s ordinary shares of $0.01 nominal value per share (the “Ordinary Shares”), (ii) unsecured debt securities of Cooper US, Inc. guaranteed by, amongst others, the Company (the “Debt Securities”), (iii) the Company’s preferred shares of $0.01 nominal value per share (the “Preferred Shares” and, together with the Ordinary Shares, the “Shares”), (iv) depositary shares of the Company representing Preferred Shares (the “Depositary Shares”), (v) warrants for the purchase of Ordinary Shares, Preferred Shares or Depositary Shares (the “Warrants”) (vi) share purchase contracts, representing contracts to purchase Ordinary Shares or Preferred Shares (the “Share Purchase Contracts”) and (vii) share purchase units, consisting of Share Purchase Contracts and either Debt Securities or debt obligations of third parties, with an unspecified aggregate public offering price (the “Share Purchase Units” and, together with the Ordinary Shares, Debt Securities, Preferred Shares, Depositary Shares, Warrants, Share Purchase Contracts and Share Purchase Units, collectively, the “Securities” or “Security”), to be issued and sold by the Company from time to time pursuant to Rule 415 under the Securities Act that may be issued pursuant to the Registration Statement.

1.1	This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.
1.2	This Opinion is also strictly confined to:

(a)	the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;
(b)	the documents listed in the schedule to this Opinion (the “Documents”); and
(c)	the searches listed at 1.4 below.

	We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Securities, other than the Documents.
1.3	For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Documents.
1.4	For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on or around the date hereof on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator.
1.5	This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof.

2.	Opinion
	Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1

The Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland.

2.2

With respect to the Shares, when (i) the Board of Directors of the Company or, to the extent permitted by the laws of Ireland and the Company’s memorandum and articles of association, a duly constituted, authorized and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Board”) has taken all necessary corporate action to approve the issuance thereof, the terms of the offering thereof and related matters, (ii) valid book-entry notations are made in the share register of the Company, and (iii) either (a) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board with respect to payment of the consideration therefor (being not less than the appropriate nominal value of the Shares) provided for therein has been satisfied, or (b) upon conversion, exchange, redemption or exercise of any other Security, the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Board, for the consideration approved by the Board (being not less than the appropriate nominal value of the Shares) has been satisfied, the Shares will be recognized as having been duly authorized and validly issued, fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).

3.	Assumptions
	For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
	Registration Statement and the Securities

3.1 that the Registration Statement and amendments to the Registration Statement (including post-effective amendments) will have become effective under the Securities Act;

3.2	that a complete prospectus supplement will have been prepared and filed with the SEC describing the Securities offered thereby;
3.3	that any Securities issued under the Registration Statement will be in consideration of the receipt by the Company prior to the issue of the Securities pursuant thereto of either cash or the release of a liability of the Company for a liquidated sum, at least equal to the nominal value of such Securities and any premium required to be paid up on the Securities pursuant to their terms of issue;
3.4	that all Securities (excluding for these purposes initially issued Shares) will be issued and sold in compliance with all applicable laws, including applicable federal and state securities laws, in the manner stated in the Registration Statement and the appropriate prospectus supplement;
3.5	that Cooper US has full power and authority to issue the Debt Securities and that, when issued, the Debt Securities will be validly issued and will constitute valid and binding obligations of Cooper US and that a definitive indenture will have been duly authorised and validly executed by the Company and the other parties thereto;
3.6	that any third party whose debt obligations shall comprise part of a Share Purchase Unit has full power and authority to enter into such a debt obligation and such obligations will constitute valid and binding obligations of that third party;
3.7	that a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto;
3.8	that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;
3.9	that any securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise;
3.10	that, at the time of issue of the Securities, the authority of the Company and the directors of the Company to issue the Securities, as provided for in the Articles of Association of the Company and the Companies Acts 1963 to 2009 of Ireland (the “Companies Acts”), is in full force and effect;
3.11	that the Company will continue to renew its authority to issue the Securities in accordance with the terms and conditions set out in the Articles of Association of the Company and the Companies Acts and that where such authority has not been renewed, the Company will not issue the Securities after such authority has expired;
3.12	that the issue of the Securities upon the conversion, exchange and exercise of any securities issued under the Registration Statement will be conducted in accordance with the terms and the procedures described in the Articles of Association, the Companies Acts and the terms of issue of such securities;
3.13	that, at the time of issue of the Securities, the Company will have sufficient authorised but unissued share capital to issue the required number of Securities;
3.14	that any issue of Securities will be in compliance with the Companies Acts, the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended), and all other

	applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations;
3.15	that as at the time of the issuance of the Securities, such issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject;
3.16	that from the date of the shareholders’ and board resolutions set out in the Schedule, no other corporate or other action is taken by the Company to amend, alter or repeal those resolutions and no other corporate or other action is taken by the Company except as contemplated by the Registration Statement;
3.17	that the Registration Statement does not constitute (and is not intended/required to constitute) a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland and that no offer of Securities to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland;

     Authenticity and bona fides

3.18	the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;
3.19	where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us;
3.20	that the Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto;
3.21	that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;
3.22	that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect;

     Accuracy of searches and warranties

3.23 the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.4 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other

	action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;
3.24	the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents;

     Solvency and Insolvency

3.25

that (i) the Company is as at the date of this Opinion able to pay its debts as they fall due within the meaning of section 214 of the Companies Act 1963 of Ireland and section 2 of the Companies Act 1990 of Ireland; (ii) no receiver, liquidator or examiner or other similar officer has been appointed in relation to the Company or any “related company” (within the meaning of the Companies Act 1990, “Related Company”) or any of its or their assets or undertakings; (iii) no petition for the making or a winding-up order or the appointment of an examiner or any similar officer has been presented in relation to the Company or any Related Company; and (iv) no insolvency proceedings have been opened or been requested to be opened in relation to the Company or any Related Company in Ireland or elsewhere;

3.26

that no proceedings have been instituted or injunction granted against the Company to restrain it from issuing the Securities and the issue of any Securities would not be contrary to any state, governmental, court, state or quasi-governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement;

     Commercial Benefit

3.27 that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.

4.	Disclosure
	This Opinion is addressed to you in connection with the registration of the Securities with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus.
5.	No Refresher
	This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.

Yours faithfully,

/s/ Arthur Cox  

ARTHUR COX 

SCHEDULE

Documents

1. A copy of the form of the Registration Statement on Form S-3 to be filed by the Company with the SEC.

2. A copy of the shareholders’ resolution of the Company adopting the Memorandum and Articles of Association of the Company dated 1 September 2009.

3. Copies of the resolutions of the board of directors of the Company dated 15 February 2010 approving the filing of the Registration Statement (the “February Board Resolutions”).

4. Copies of the resolutions of the board of directors of the Company dated 2 November 2010 authorizing the (i) issue of up to US$500 million of debt securities by the Company and it is subsidiaries, and (ii) serving as guarantor of its subsidiaries arising in connection with the debt securities (the “November Board Resolutions”);

5. A copy of a certificate of the Secretary of the Company dated 5 November 2010 in respect of (i) the Company’s certificate of incorporation, memorandum of association and articles of association (including any and all amendments thereto); (ii) the February Board Resolutions; and, (iii) the November Board Resolutions.

6. The form of powers of attorney executed by each of the directors of the Company in favour of Bruce M. Taten and Terrance V. Helz in respect of the execution, delivery and filing of the Registration Statement.

7. Letter of Status from the Irish Companies Registration Office dated 3 November 2010.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Cooper Industries plc for the registration of Ordinary Shares, Preferred Shares, Depositary Shares, Warrants, Share Purchase Contracts, Share Purchase Units and Debt Securities and to the incorporation by reference therein of our report dated February 19, 2010 (except for the updated disclosures pertaining to resegmenting and Tools joint venture formation occurring in 2010 as described in Notes 1, 2, 3, 6, 15 and 21 as to which the date is November 8, 2010), with respect to the consolidated financial statements of Cooper Industries plc (previously Cooper Industries, Ltd.), and our report dated February 19, 2010, with respect to the effectiveness of internal control over financial reporting of Cooper Industries plc, included in its Current Report on Form 8-K dated November 8, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, TX
November 8, 2010

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Stephen G. Butler  

Stephen G. Butler 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Robert M. Devlin  

Robert M. Devlin 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Ivor J. Evans  

Ivor J. Evans 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Linda A. Hill  

Linda A. Hill 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Lawrence D. Kingsley  

Lawrence D. Kingsley 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ James J. Postl  

James J. Postl 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Dan F. Smith  

Dan F. Smith 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Gerald B. Smith  

Gerald B. Smith 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ Mark S. Thompson  

Mark S. Thompson 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Cooper Industries plc (the “Company”), does hereby make, constitute and appoint BRUCE M. TATEN and TERRANCE V. HELZ, respectively, and each of them acting individually, his true and lawful attorney with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of the undersigned and in his name and in his capacity as aforesaid, a Registration Statement on Form S-3 to register the Company’s issuance of debt and equity securities including, but not limited to, debentures, notes, ordinary shares, preferred shares, or other debt or equity securities or rights to purchase any of the foregoing (collectively, the “Securities”) or to participate in the issuance of Securities by any subsidiary of the Company by, among other things, serving as guarantor of the obligations of such subsidiary arising in connection with the Securities, and any amendments or supplements thereto (including any post effective amendment), with the Securities and Exchange Commission to register under the Securities Act of 1933 the Securities herein indicated; and to sign any instrument or document filed as a part of, as an exhibit to, or in connection with such Registration Statement or amendments or supplements; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorneys and agents, and each of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 2^nd day of November, 2010.

/s/ James R. Wilson  

James R. Wilson 

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)
60 WALL STREET NEW YORK, NEW YORK	10005 (Zip Code)
(Address of principal executive offices)

Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 — 0677
(Name, address and telephone number of agent for service)

Cooper Industries plc

(Exact name of obligor as specified in its charter)

Ireland	98-0632292
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

	CO-REGISTRANTS
Cooper B-Line, Inc.	Delaware	76-0638615
Cooper Bussmann, LLC	Delaware	76-0554116
Cooper Crouse-Hinds, LLC	Delaware	20-1288146
Cooper Industries,Ltd.	Bermuda	98-0355628
Cooper Lighting, LLC	Delaware	76-0554120
Cooper Power Systems, LLC	Delaware	76-0253330
Cooper Wiring Devices, Inc.	New York	11-0701510
Cooper US, Inc.	Delaware	20-1686977
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Cooper Industries plc 5 Fitzwilliam Square Dublin 2, Ireland 353-1-6618770	Cooper B-Line, Inc. 509 West Monroe Street Highland, IL 62249 (618)654-5907	Cooper Bussmann, LLC 114 Old State Road Ellisville, MO 63021 (636)394-2877	Cooper Crouse-Hinds, LLC Wolf & 7 North Streets Syracuse, NY 13221 (315) 477-7000
Cooper Industries, Ltd. 600 Travis Houston, TX 77002 (713) 209-8400	Cooper Lighting, LLC 1121 Highway 74 South Peachtree City, GA 30269 (770) 486-4800	Cooper Power Systems, LLC 2300 Badger Drive Waukesha, WI 53188 (262) 896-2400	Cooper Wiring Devices, Inc. 203 Cooper Circle Peachtree City, GA 30269 (770) 631-2100

Cooper US, Inc.
600 Travis
Houston, TX 77002
(713) 209-8400
(Addresses, including zip code, and telephone numbers, including area code, of registrants’ principal executive offices)

Debt Securities
(Title of the Indenture securities)

Item 1. General Information.

        Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District) Federal Deposit Insurance Corporation New York State Banking Department	New York, NY Washington, D.C. Albany, NY

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business — Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 — Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of June 30, 2010. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 8^th day of November, 2010.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Carol Ng
	Carol Ng
	Vice President

Exhibit 7

DEUTSCHE BANK TRUST COMPANY AMERICAS			FFIEC031
Legal Title of Bank			Page RC-1
NEW YORK				14
City
NY		10005
State	Zip Code
FDIC Certificate Number: 00623
Printed on 8/4/2010 at 4:16 PM

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2010

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

Dollar Amounts in Thousands			RCFD		Tril | Bil | Mil | Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)				0081		342,000	1.a
b. Interest-bearing balances (2)				0071		8,573,000	l.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)				1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)				1773		1,876,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices				B987		177,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)
				B989		5,006,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale				5369		0	4.a
b. Loans and leases, net of unearned income	B528	13,279,000					4.b
c. LESS: Allowance for loan and lease losses	3123	148,000					4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)				B529		13,131,000	4.d
5. Trading assets (from Schedule RC-D)				3545		7,855,000	5
6. Premises and fixed assets (including capitalized leases)				2145		42,000	6
7. Other real estate owned (from Schedule RC-M)				2150		17,000	7
8. Investments in unconsolidated subsidiaries and associated companies				2130		0	8
9. Direct and indirect investments in real estate ventures				3656		0	9
10. Intangible assets:
a. Goodwill				3163		0	10.a
b. Other intangible assets (from Schedule RC-M)				0426		50,000	10.b
11. Other assets (from Schedule RC-F)				2160		5,237,000	11
12. Total assets (sum of items 1 through 11)				2170		42,306,000	12

(1)	Includes cash items in process of collection and unposted debits.
(2)	Includes time certificates of deposit not held for trading.
(3)	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page RC-2
FDIC Certificate Number: 00623		15
Printed on 8/4/2010 at 4:16 PM

Schedule RC—Continued

Dollar Amounts in Thousands					Tril | Bil | Mil | Thou
LIABILITIES
13. Deposits:			RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)				2200		13,681,000	13.a
(1) Noninterest-bearing (1)	6631	7,729 000					13.a.1
(2) Interest-bearing	6636	5,952,000					13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)			RCFN
				2200		8,622,000	13.b
(1) Noninterest-bearing	6631	3,649,000					13.b.1
(2) Interest-bearing	6636	4,973,000					13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (2)				B993		6,538,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)				B995		0	14.b
15. Trading liabilities (from Schedule RC-D)				3548		234,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)
				3190		1,679,000	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)				3200		0	19
20. Other liabilities (from Schedule RC-G)				2930		2,134,000	20
21. Total liabilities (sum of items 13 through 20)				2948		32,888,000	21
22. Not applicable
EQUITY CAPITAL
Bank Equity Capital
23. Perpetual preferred stock and related surplus				3838		1,500,000	23
24. Common stock				3230		2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)				3839		586,000	25
26.a. Retained earnings				3632		4,798,000	26.a
b. Accumulated other comprehensive income (5)				B530		8,000	26.b
c. Other equity capital components (6)				A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)				321D		9,019,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries				3000		399.000	27.b
28. Total equity capital (sum of items 27.a and 27.b)				G105		9,418,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)				3300		42,306,000	29
Memoranda

To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2009	RCFD		Number
		6724		N/A	M.1

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.
4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
6 =	Review of the bank’s financial statements by external auditors
7 =	Compilation of the bank’s financial statements by external auditors
8 =	Other audit procedures (excluding tax preparation work)
9 =	No external audit work

To be reported with the March Report of Condition.	RCON		MM / DD
2. Bank’s fiscal year-end date		8678		N/A	M.2

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)	Includes limited-life preferred stock and related surplus.
(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.