Document O346goVpdOxgV46M6yEE8y2Rp

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 30 of 68 exchanges on which the debt securities of the senes may be listed If we use an agent or agents in the sale, the agent or agents will be acting on a best efforts basis dunng their appointment If we use underwnters in the sale, the underwriters will acquire the debt secunties for their own account and may resell the debt secunties in one or more transactions in the future The underwnters may resell the debt secunties at a fixed public offenng pnce or at varying pnces determined at the time of sale, at market pnces prevailing at the time of sale, or at negotiated pnces The debt secunties may be offered to the public either through underwnting syndicates represented by managing underwnters or by underwnters without a syndicate Unless otherwise descnbed in the prospectus supplement, the underwnters' obligations to purchase debt secunties will be dependent on various conditions and the underwriters will be obligated to purchase all the debt secunties of the senes if any are purchased Any initial public offenng pnce and any discounts or concessions allowed or reallowed or paid to dealers may be changed We may authonze agents, underwnters or dealers to solicit offers by specified institutions to purchase debt securities from us at the public offering price shown in the prospectus supplement under delayed 17 delivery contracts requmng payment and delivery on a specified future date The contracts will contain only those conditions shown in the prospectus supplement, and the prospectus supplement will show the commissions we will pay for solicitation of the contracts The underwnters and other persons soliciting the contracts will have no responsibility for the validity or performance of the contracts We may be required to indemnify agents and underwnters against some civil liabilities, including liabilities under the Secunties Act of 1933 or to contribute to payments that the agents or underwnters may be required to make for the liabilities Agents and underwnters may be customers of, engage in transactions with, or perform services for, us m the ordinary course of business LEGAL MATTERS Certain legal matters m connection with the debt secunties to be offered by this prospectus, including their legality, have been and will be passed upon by Squire, Sanders & Dempsey LLP, Cleveland, Ohio Certain legal matters in connection with Bermuda law, including the legality of the guarantee of the debt secunties, will be passed upon by Appleby, Spurlmg & Kempe, Hamilton, Bermuda. EXPERTS Our consolidated financial statements as of December 31, 2001 and 2000 and for each of the three years in the penod ended December 31, 2001 included in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appeanng elsewhere herein, and are included m reliance upon such report given on the authority of such firm as experts m accounting and auditing 18 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS COOPER INDUSTRIES, INC. COOPER INDUSTRIES, LTD. 58 Uffn / Ai nimr /__________ _________________________________ t 1 AAA