FROM FAX NO. +91 11 3214731 MAY. 14 2001 12:01PM P2 I'Vu/ilav) Composition o !

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13.39.31) Page 18 of 68 jurisdictions where we operate, which may reduce or eliminate any improvements in our global tax position Accordingly, our actual effective tax rate may vary materially from our expectation It is important to note that several members of the United States Congress have introduced legislation that, if enacted, would have the effect of substantially reducing or eliminating the anticipated tax benefits of the reorganization As a result, changes in tax laws, tax treaties or tax regulations may occur, with prospective or retroactive effect, that would have a material adverse effect on the anticipated tax benefits of the reorganization USE OF PROCEEDS Unless otherwise indicated in any applicable prospectus supplement, we expect to use the net proceeds from the sale of the debt securities to be offered by this prospectus to reduce short-term and other indebtedness, to finance our operations and for other general corporate purposes RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges is computed by dividing earnings before fixed charges by fixed charges Earnings before fixed charges consist of income from continuing operations before income taxes plus fixed charges, less capitalized interest, plus equity in earmngs (losses) of less than 50% owned companies Fixed charges consist of interest, whether expensed or capitalized, amortized capitalized expenses related to indebtedness, and the portion of operating lease rental expense that represents the interest factor Six Months Ended June 30, 2002 2001 4 9x 4 3x 2001 4 lx Year Ended December 31, 2000 1999 1998 5 5x 8 5x 5.6x 1997 5 8x 6 DESCRIPTION OF THE DEBT SECURITIES The following description of the terms of the debt securities describes the general terms of the debt securities to which any prospectus supplement may relate The prospectus supplement that relates to a particular offering of debt securities will describe the terms of the debt secunties offered and the extent to which the following general provisions do not apply to that particular offering.

friction Materials Division "rrov.

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elOvk Page 7 of 84 Table of Contents Operations in the United States are conducted by wholly-owned subsidiaries of Cooper, organized by the two business segments Activities outside the United States contribute significantly to the revenues and operating earnings of both segments of Cooper These activities are conducted in major commercial countries by wholly-owned subsidiaries and jointlyowned companies, the management of which is structured through Cooper's two business segments As a result of these international operations, sales and distribution networks are maintained throughout most of the industrialized world Cooper generally believes that there are no substantial differences in the business risks associated with these international operations compared with domestic activities, although Cooper is subject to certain political and economic uncertainties encountered in activities outside the United States, including trade barriers, restrictions on foreign exchange and currency fluctuations The five countries in which Cooper generates the most international revenues are Canada, Germany, France, Mexico and the United Kingdom Cooper has operations in India, Malaysia and China and has several joint ventures with operations in China Investments in India, Malaysia and China are subject to greater risks related to economic and political uncertainties as compared to most countries where Cooper has operations Exhibit 21 0 contains a list of Cooper's subsidiaries Financial information with respect to Cooper's industry segments and geographic areas is contained in Note 15 of the Notes to the Consolidated Financial Statements A discussion of acquisitions and divestitures is included in Notes 3, 7 and 16 of the Notes to the Consolidated Financial Statements With its two business segments, Cooper serves three major markets industrial, construction and electrical power distribution Cooper also serves the electronics and telecommunications markets Markets for Cooper's products and services are worldwide, though the United States is the largest market Within the United States, there is no material geographic concentration by state or region Cooper experiences substantial competition in both of its business segments The number and size of competitors vary considerably depending on the product line Cooper cannot specify with exactitude the number of competitors in each product category or their relative market position However, most operating units experience significant competition from both larger and smaller companies with the key competitive factors being price, quality, brand name and availability Cooper considers its reputation as a manufacturer of a broad line of quality products and premier brands to be an important factor in its businesses Cooper believes that it is among the leading manufacturers in the world of electrical distribution equipment, wiring devices, support systems, hazardous duty electrical equipment, emergency lighting, lighting fixtures, fuses, nonpower hand tools and industrial power tools Cooper's research and development activities are for purposes of improving existing products and services and originating new products During 2004, approximately $70 6 million was spent for research and development activities as compared with approximately $63 4 million in 2003 and $54 0 million in 2002 Cooper obtains and holds patents on products and designs in the United States and many foreign countries where operations are conducted or products are sold Although in the aggregate Cooper's patents are important in the operation of its businesses, the loss by expiration or otherwise of any one patent or license or group of patents or licenses would not materially affect its business Cooper does not presently anticipate that compliance with currently applicable environmental regulations and controls will significantly change its competitive position, capital spending or earnings during 2005 Cooper has been a party to administrative and legal proceedings with governmental agencies that have arisen under statutory provisions regulating the discharge or potential discharge of material into the environment Orders and decrees consented to by Cooper, or currently under negotiation with state regulatory agencies, have contained agreed-upon timetables for fulfilling reporting or remediation obligations or maintaining specified air and water discharge levels in connection with permits for the operations of various plants Cooper believes it is in compliance with the orders and decrees, and such compliance is not material to the business or financial condition of Cooper For additional information concerning Cooper's accruals for environmental liabilities, see Note 7 of the Notes to the Consolidated Financial Statements 4 http //www sec.gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006

elOvk Page 26 of 84 Table of Contents result of reductions in the cost structure stemming from restructuring and productivity improvement actions and increased leverage of fixed costs on higher volumes partially offset by higher material, energy and component costs not fully realized m product price increases Tools & Hardware segment cost of sales, as a percentage of revenues, decreased 2 3 points compared to 2003 This decrease in cost of sales percentage reflects improved mix of product sales as a result of lower assembly equipment systems shipments, and cost reduction actions Electrical Products segment selling and administrative expenses, as a percentage of revenues, were 17 0% for 2004 compared to 17 2% for 2003 This decrease in selling and administrative expenses percentage is attributable to increased leverage from higher volumes, partially offset by higher incentive compensation costs related to improved earnings Tools & Hardware segment selling and administrative expenses, as a percentage of revenues, were 18 9% in 2004 compared to 19 5% m 2003 This decrease in selling and administrative expenses percentage resulted from higher revenues, partially offset by increased incentive compensation expenses 2003 vs 2002 Percentage ofRevenue Electrical Products segment cost of sales, as a percentage of revenues, for 2003 decreased 1 3 points compared to 2002 The decrease in the cost of sales percentage was primarily a result of the continued focus on adjusting Cooper's cost structure and productivity improvements Tools & Hardware segment cost of sales, as a percentage of revenues, decreased 0 1 points in 2003 compared to 2002 The decrease in the cost of sales percentage reflects the benefits of cost reduction programs, partially offset by an unfavorable mix of lower margin assembly equipment shipments and costs incurred as the cost reduction programs were implemented Electrical Products segment selling and administrative expenses, as a percentage of revenues, for 2003 were 17 2% compared to 16 7% for 2002 The increase in the selling and administrative expenses percentage is attributable to higher employee benefits-related costs, higher insurance costs and increased sales and marketing costs resulting from initiatives to expand market share, partially offset by benefits from the 2002 cost reduction programs Tools & Hardware segment selling and administrative expenses, as a percentage of revenues, were 19 5% compared to 20 7% for 2002 The decrease in the selling and administrative expenses percentage reflects increased leveraging of costs partially offset by a modest increase in expenses, particularly related to employee benefits Cooper realizes certain costs and proceeds that are not directly attributable to the operating segments These items are reflected as General Corporate expenses See the "General Corporate Expense" section above Earnings Outlook The following sets forth Cooper's general business outlook for 2005 based on current expectations Cooper expects mid single digit growth in revenues for Electrical Products in 2005 from improving industrial and nonresidential construction markets, market penetration and price increases in response to commodity cost inflation partially offset by slower residential construction markets In the Tools & Hardware segment, Cooper also expects mid single digit revenue growth through expansion of industrial markets, market penetration and price increases as a result of raw material cost increases Operating earnings are expected to grow more rapidly than revenues as a result of cost reduction programs, productivity improvements and leveraging of fixed costs Diluted continuing earnings per share is expected to increase 10% to 15% compared to 2004 The above statements are forward looking, and actual results may differ materially The above statements are based on a number of assumptions, risks and uncertainties The primary economic assumptions include, without limitation (1) continued growth in the domestic and international economies, (2) no significant change in raw material or energy costs that are not realized through price increases, (3) realization of benefits of cost-reduction programs (including implementing an Enterprise Business System) with no major disruptions from those programs currently underway, and (4) no significant adverse changes in 22 http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006

elOvk Page 53 of 84 Table of Contents COOPER INDUSTRIES, LTD.

BRAKE FRICTION MATERIAL NUMBER EXPIR APPL # 020643 030586 030180 030179 040553 040208 040209 021083 021084 020558 021013 021084 021083 030683 030683 021084 020558 021013 030683 040632 020633 030888 021013 020633 021104 020634 030889 021084 021104 030290 020634 021083 030968 040247 030970 030971 030513 030269 030514 030515 040248 030771 030969 020656 020490 030116 030601 020490 020490 020955 030784 040948 07 05 01 07 07 06 07 06 01 07 01 07 01 07 07 05 07 05 07 05 01 06 07 05 07 05 07 05 07 05 07 05 07 05 01 06 07 05 01 08 07 05 01 07 01 06 07 05 01 06 07 05 01 07 07 05 01 06 07 05 07 05 07 05 07 06 07 07 07 06 07 06 07 06 07 06 07 06 07 06 07 07 01 07 01 07 07 05 07 05 07 06 07 06 07 05 07 05 01 06 01 07 01 06 02600 18150 08600 08600 53915 53915 53915 67620 67620 62950 01100 67620 67620 62950 62950 67620 62950 01100 62950 80025 10700 10725 01100 10700 10700 10700 10725 67620 10700 01100 10700 67620 52800 52800 52800 52800 52800 52800 52800 52800 52800 80525 52900 59950 00950 00950 00950 00950 00950 73980 73980 69110 5/6/2005 MARKINGS JURID 958 GG KASHIMA DB 08 FE KBCVS MD-52 728 HD EE KBCVS MD-52 728 PRM FF KBP 2041 [920(171)] FF KBP 2045 GG KBP 6052 FF KEM FF PX 272 EE KEM FP M 250 EE KEM FPM1550 EE KEM FPNA140 FF KEM FP PX 268 EE KEM FP-M250 EE KEM NA1540 FF KEM NA1540 FF KEM PV M 235 EE KEM PV Ml 535 EE KEM PV NA125 FF KEM PV-NA1525 FF KEMFP PX1172 EE KH 5006 FF KH 6006 FF KH 7004 FF KH 7006 FF KH 8002 EE KH 8006 EE KH 8006A FF KH 8009 EE KH 9002 EE KH 9004 FF KH 9006 EE KH 9009 EE KM 105 FF KM 301 FE KN 105 FG KN 107 HH KN 112 FF KN 306 GG KN 307 GG KN 308 FG KN 351 GG KTX NASP FF KUSHIRO/LL LA 155 EF LCL P4 FF LG 101 FF LG 115 EE LG 551 FF LG 789 FF LG 789 FF LJ 02R01 FF LJP 049 FF LM SI 12 FF SECTION 10-48

BRAKE FRICTION MATERIAL NUMBER EXPIR APPL # 050254 050053 050254 050256 050052 050298 050192 050049 050051 050255 050047 050256 050049 050047 050053 050047 050254 050256 050052 050298 050192 050049 050051 050255 050050 050048 050121 050122 050164 050165 050165 050290 050253 050049 050109 050110 050111 050112 050112 050113 050114 050057 050115 050058 050254 050050 050114 050076 050076 030863 030863 030719 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 01 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 07 08 01 08 07 08 07 08 07 08 01 08 01 08 07 08 07 08 07 08 07 08 07 08 07 08 01 08 01 08 01 08 01 08 01 08 01 08 01 08 07 07 01 08 01 08 07 08 07 08 01 08 01 08 01 08 01 07 01 07 07 06 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 01100 00950 02050 02050 02050 02050 02050 02050 02050 02050 02050 02050 00950 00950 02050 02100 02100 02100 02100 02100 5/5/2005 MARKINGS ABB 1083-7 GG ABB 2003-1 FF ABB 2022 GG ABB 2027 FG ABB 2047 GG ABB 2048 FF ABB 2054 GG ABB 2056 FF ABB 2063 GG ABB 2069 GG ABB 296 GG ABB 3030-114 FG ABB 3030-197 FF ABEX 6000 GG ABEX 6008-1 FF ABEX 6015 GG ABEX 6028 GG ABEX 6033 FG ABEX 6053 GG ABEX 6054 FF ABEX 6060 GG ABEX 6062 FF ABEX 6068 GG ABEX 6074 GG ABEX 6082 GG ABEX 6150 FF ABEX 6167 FF ABEX 6176 FF ABEX 6231 FE ABEX 6233 FF ABEX 6233 FF ABEX 6234 FF ABS 199 FF ABX 197 FF ADVICS M9002K FF ADVICS M9010FE ADVICS M9252 FF ADVICS M9253 FF ADVICS M9293 FF ADVICS M9296 FF ADVICS PC543 EF ADVICS PS558 FF ADVICS SJ03A FF ADVICS VC028H FF AE 1290 GG AE 1480 GG AISIN PC543 EF AK AP62 FF AK AP62H FF AK AS329 FF AK AS329H FF AK AS331 FF SECTION 10-1

Compliance List of Automotive Safety Devices For Three-Year Period 2001-2004 Section 10--Friction Material FEBRUARY 8, 2005 Automotive Manufacturers Equipment Compliance Agency, Inc.

Honeywell WSBMBMMa^mik Cured Organic Segment/Drum Brake - Asbestos 1.

INTERROGATORY NO. 95: Identify any and all persons attending, on behalf of Defendant, any predecessor or any related company, any meetings, seminars or symposiums held by the trade organizations, associations, or other entities identified in response to Interrogatory No. 94.

Dated: April ^,2004 % PNEUMO ABEX CORPORATION, as successor-in-interest to Abex Corporation, HAfanrl ent One of Its Attorneys Robert W, Scott, Esq.

UNION CARBIDE C To,N^, R.

0001 1 2 NO. 2002-28497 3 GEORGIA CAROLE DAVIS, individually THE DISTRICT 4 and as representative of the Estate : :IN COURT OF 5 of VICTOR DAVIS, Deceased, and JOHN 6 ROBINSON and BARBARA ROBINSON, 7 Plaintiffs, HARRIS COUNTY, : : : 8 TEXAS : 9 VS. 10 : : 11 GARLOCK INC., et al., 113TH JUDICIAL : 12 DISTRICT 13 Defendants : : 14 15 16 --- This is the Deposition of DR.