Document by7780VbLx4Mqkzxz46NDYRnD

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13.39 31) Page 29 of 68 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 secunty or its nominee is the registered owner of the global debt secunty, the depository or nominee, as the case may be, will be considered the sole owner of the debt secunties represented by the global debt secunty for all purposes under the applicable instrument defining the nghts of a holder of the underlying debt secunties Except as descnbed 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 secunties registered in their names, will not receive or be entitled to receive physical delivery of any of the underlying debt secunties in definitive form and will not be considered the owners of the underlying secunties under the applicable instrument defimng the nghts of the holders of the underlying debt securities 16 Amounts payable with respect to the underlying debt secunties will be paid to the depository or its nominee, as the case may be, as the registered owner of the global debt secunty 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 secunty or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests We expect that the depository for a senes of debt secunties issued in book-entry form, upon receipt of any payment of interest, pnncipal, premium (if any) or any other amount m respect of a global debt secunty, will immediately credit its participants' accounts with payments in amounts proportionate to their respective interests in the global debt secunty as shown on the records of the depository or its nominee. We also expect that payments by participants to owners of beneficial interests m 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 senes of debt secunties 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 senes m exchange for the global debt secunty representing the senes of debt secunties In addition, we may, 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 secunties of a senes represented by one or more global debt secunties and, in such event, will issue individual debt secunties of the senes in exchange for the global debt secunty or debt secunties representing that senes of debt secunties PLAN OF DISTRIBUTION We may sell the debt secunties through underwnters, through agents or dealers, directly to purchasers or any combination of these Any dealer or agent may be deemed to be an underwnter within the meaning of the Securities Act of 1933 The applicable prospectus supplement will show the terms relating to a particular senes of the debt secunties, including the name or names of any underwnters or agents, the purchase price and the proceeds to us from the sale, any underwriting discounts and other items constituting underwnters' compensation or commissions payable to agents, the initial public offering pnce and any discounts or concessions allowed or reallowed or paid to dealers, and any secunties 2T! UfflA / /% 1 m n* r o V r t*nV> /^li4 /-> / tt\_________________o nrrr i i a r\r*/-> 1 fl AMAA'