Document p2Z7pyaNpObbB5db048OOepxB

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13*39 31) Page 45 of 68 At December 31, 2001, 2000 and 1999, 250,000,000 shares of Common stock were authorized of which 93,761,587, 93,413,244 and 94,199,620 shares were issued and outstanding at December 31, 2001, 2000 and 1999, respectively During the year ended December 31, 2001, Cooper purchased 1,000,000 shares of treasury stock at an average price of $41 95 per share and 1,348,343 shares were issued primarily m connection with employee stock plans During the year ended December 31, 2000, Cooper purchased 1,138,500 shares of treasury stock at an average price of $34 52 per share and 352,124 shares were issued primarily m connection with employee stock plans During the year ended December 31, 1999, Cooper purchased 800,000 shares of treasury stock at an average price of $54 99 per share and 750,869 shares were issued primarily in connection with employee stock plans At December 31, 2001, Cooper had 14,728,631 shares reserved for the Dividend Reinvestment Plan, grants and exercises of stock options, performance-based stock awards and subscriptions under the Employee Stock Purchase Plan and other plans Under the terms of the Dividend Reinvestment Plan, any holder of Common stock may elect to have cash dividends and up to $24,000 per year in cash payments invested in Common stock without incurring any brokerage commissions or service charges Under a Shareholder Rights Plan adopted by the Board of Directors m 1997, share purchase Rights were declared as a dividend at the rate of one Right for each share of Common stock Each Right entitles the holder to buy one one-hundredth of a share of Senes A Participating Preferred Stock at a purchase pnce of $225 per one one- hundredth of a share or, in certain circumstances Common stock havmg a value of twice the purchase price Each Right becomes exercisable only in certain circumstances constituting a potential change of control on a basis considered inadequate by the Board of Directors. The Rights expire August 5, 2007 and, at Cooper's option, may be redeemed pnor to expiration for $ 01 per Right PREFERRED STOCK At December 31, 2001 and 2000, Cooper was authonzed to issue 1,340,750 shares of Preferred stock with no par value, 10,000,000 shares of $2 00 par value Preferred stock and 2,821,079 shares of $ 1 00 par value Preferred stock At December 31, 2001 and 2000, no Preferred shares were issued or outstanding. NOTE 10: STOCK OPTIONS AND EMPLOYEE STOCK PURCHASE PLAN Under Cooper stock option plans, officers, directors and key employees may be granted options to purchase Cooper's Common stock at no less than 100% of the market pnce on the date the option is granted Options generally become exercisable ratably over a three-year penod commencing one year from the date of grant and have a maximum term of ten years The plans also provide for the granting of performance-based stock awards and restncted stock awards to certain key executives F-14 COOPER INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A summary of the status of Cooper's fixed stock option plans for officers and employees as of December 31, 2001 and activity dunng the three years ended December 31, 2001 is presented below 2001 Weighted httn //wurw ___,tt\__t-' n riTTr i i 4 i nrA