Document 9g9O0z98mx8dREOwnnYwavb5

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 46 of 68 Outstanding at beginning of year Granted Exercised ... .. Canceled .. Outstanding at end of year Options exercisable at end of year Options available for grant at end of year Shares 3,810,497 1,740,000 (625,260) (184,579) 4,740,658 1,866,391 5,116,955 Average Exercise Price $43 $45 $42 $44 28 19 33 09 $44 07 Shares 2,748,601 1,425,800 (6,500 (357,404 3,810,497 1,608,117 1,916,174 Range of Exercise Prices $34 84 - $37 94 $38 13 - $39 06 $43 13 - $46 10 $54 28 - $56 63 Options Outstanding Shares Outstanding At 12/31/01 Weighted Average Remaining Contractual Life 1,316,091 257,687 2,630,301 536,579 81 38 80 56 4,740,658 Weighted Average Exercise Price $ 37 61 $ 39 05 $ 45 24 $ 56 61 Options I Shares Exercisable At 12/31/01 311,031 255,020 765,428 534,912 1,866,391 During 2001, options to purchase 10,000 shares of common stock were granted to nonemployee directors at an exercise price of $33 66 and options for 4,000 shares were exercised at $42 13 to $49 03 per share During 2000, options to purchase 9,000 shares of Common stock were granted to nonemployee directors at an exercise price of $35 19 and options for 4,000 shares were exercised at $17 31 per share During 1999, options to purchase 11,000 shares of Common stock were granted to nonemployee directors at an exercise price of $49 03 and options for 4,000 shares were exercised at $14 69 per share. At December 31, 2001, options under the director plans for 23,000 Common shares were exercisable at $42 13 to $63 78 per share, and 129,100 shares were reserved for future grants Participants m the Employee Stock Purchase Plan receive an option to purchase Common stock at a price that is the lesser of 85% of the market value on the offering date or 85% of the market value on the purchase date On September 10, 2001, a total of 311,452 shares were sold to employees at $44.63 per share At December 31, 2001, subscriptions for 915,876 shares of Common stock were outstanding at $34 07 per share or, if lower, 85% of the average market price on September 8, 2003, which is the purchase date. At December 31, 2001, an aggregate of 2,423,976 shares of Common stock were reserved for future issuance. Cooper follows the intrinsic value method of accounting for stock-based compensation plans as prescribed by Accounting Principles Board Opinion No 25, Accounting for Stock Issued to Employees, and related interpretations Accordingly, no compensation expense is recognized under Cooper's fixed stock option plans or Employee Stock Purchase Plan Compensation expense of $2 7 million, $5 1 million and $6 1 million was recognized m the consolidated financial statements during 2001, 2000 and Vlftn* / Aimmr re a,____t\i .m__n-nr o___ i i ^ i r\o^ 1 It r* /AAA^