Document qdJdkbEGNnQ0go48dej1oZ2Zk

COOPER INDUSTRIES LTD(Fomr 424B2, Received 10/25/2002 13 39 31) Page 8 of 68 convenience These operations and procedures are solely within the control of DTC and are subject to changes by it Neither we nor the underwriters take any responsibility for these operations and procedures and investors are urged to contact the system or its participants directly to discuss these matters DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934 DTC holds securities for its participating organizations (collectively, the "Participants") and facilitates the clearance and settlement of transactions in those secunties between Participants, through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of secunties certificates. The Participants include secunties brokers and dealers, banks, trust companies, cleanng corporations and certain other organizations Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants") The Rules applicable to DTC and its Direct and Indirect Participants are on file with the Secunties and Exchange Commission Persons who are not Participants may beneficially own secunties held by or on behalf of DTC only through the Participants or the Indirect Participants The ownership interests m, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants DTC has also advised us that, pursuant to procedures established by it (1) upon deposit of the global notes, DTC will credit the accounts of Participants designated by the underwnters with portions of the pnncipal amount of the global notes, and (2) ownership of these interests m the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the global notes) The laws of some states require that certain persons take physical delivery in definitive form of secunties that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions m respect of such interests, may be affected by the lack of a physical certificate evidencing such interests EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL NOTES WILL NOT HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR "HOLDERS" OF THE NOTES UNDER THE INDENTURE FOR ANY PURPOSE S-5 Payments in respect of the pnncipal of, and interest and premium, if any, on a global note registered in httn //WAVW diarpllAlHpr rnrn/rAAnpr/ThrlrrofT^atoi 1 pAn9r,AmyomfTn--PDl? PrPTV--1 1 A 1 HOT i /i onnm