Mt .'38 THE BENDIX CORPORATION MARSHALL ECLIPSE DIVISION TROY, NEW YORK FORD MTR FIELD ACT DEP P 0 t*0X 3020 LIVONIA HI 4fc>151 SHIPPED TO FORD MTR DEL VAL DEP SERV OPER RTE 130 PENNSAUKN UJ 06110 CLEVELAND, TENN.

SHIPPER THE BENDIX CO FRICTION MATERL TROY, NEW YORK SOLD TO FORD MTR FIELD ACT DEP P 0 BOX 2003 LIVONIA' MI 48151' RATION IVISION ELAND, TENN

SHIPAfR THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK CLEVELAND, TENN.

VI ill THE SENDIX fcOKPORATION friction Materials division TROY, NEW YORK ; CLEVELAND, TENN.

THE BENDIX'CORPORATION MARSHALL ECLIPSE DIVISION TROY, NEW' YORK _1PV S0LD TO KMO MVR FIELi!)

THE BENDSX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK PO.RD MTR F1EX0 ACT OEP ^5CU> P ) aOX 2033 TO H'/OMIA K1 .'40351 SHIPPED TO FORD iAIK PITTSaUFOf OF*5 StCDi LEBANON RO V HlfFLlN PA 151.32 CLEVELAND, TENH cimoMei : account no.

&yifi0TiKi '' ' V FPICnOi^ MAtCRIALS DIVISION " TROY, HEW YORK ^ CLEVELAND, TENN

THE BENPIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK SbLO TO CLEVELAND,TENN.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 42 of 68 classified as a long-term liability, based on Cooper's current estimate of the most likely amount of losses that it believes will be incurred The product liability accrual consists of $3 2 million of known claims with respect to ongoing operations, $4 9 million of known claims for previously divested operations and $4 9 million which represents an estimate of claims that have been incurred but not yet reported While Cooper is generally self-insured with respect to product liability claims, Cooper has insurance coverage for individual 2001 claims above $3 0 million Environmental remediation costs are accrued based on estimates of known environmental remediation exposures Such accruals are adjusted as information develops or circumstances change The environmental liability accrual includes $7 1 million related to sites owned by Cooper and $39 2 million for retained environmental liabilities related to sites previously owned by Cooper and third-party sites where Cooper was a potentially responsible party Third-party sites usually involve multiple contributors where Cooper's liability will be determined based on an estimate of Cooper's proportionate responsibility for the total cleanup.

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.

COOPER INDUSTRIES LTD(Form. 424B2, Received- 10/25/2002 13 39 31) Page 58 of 68 $7 3 million cost, its maximum exposure under the 1999 executory contract.

M lewllxj Ertetibn Pftsterial* Division ..

elOvk Page 65 of 84 Table of Contents COOPER INDUSTRIES, LTD.

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