Document 3JG6Od8Jd38MjrgE4pr40BZgE

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 9 of 68 the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture Under the terms of the indenture, we and the trustee will treat the persons m whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receivmg payments and for all other purposes Consequently, neither we, the trustee nor any agent of ours or the trustee has or will have any responsibility or liability for (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the global notes, or (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest m the principal amount of the relevant secunty as shown on the records of DTC Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us Neither we nor the trustee will be liable for any delay by DTC or any of its Participants m identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes Transfers between Participants in DTC will be effected m accordance with DTC's procedures and will be settled m same-day funds If DTC is at any time unwilling or unable to continue as depository or the depository ceases to be a clearing system registered under the Exchange Act, or if we execute and deliver to the trustee an order to cause the issuance of notes in definitive form under the indenture, or if an event of default under the indenture has occurred and is continuing, then, upon surrender by DTC of the global notes, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the global notes. Upon this issuance, the trustee is required to register the certificated notes m the name of the person or persons or the nominee of any of these persons and cause the same to be delivered to these persons. Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global notes, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time Neither we nor the trustee nor any of their respective agents will have any responsibility for the accuracy of the information in this section nor the performance by DTC or its respective Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations. S-6 UNDERWRITING htto://www shareholder rom/rnnner/FdpflrDptail rfrn`?CnmnanvTD=PRF<^PTK'=1141 OR? i n R/?nn?