The nonrecurring charges for 2001 total $74 1 million, or $44 5 million after taxes ($ 47 per diluted share) Of the total $74 1 million, $35 2 million remams to be expended at December 31, 2001 Future cash expenditures agamst the accrual include severance and exit costs related to facility consolidations and costs associated with the Company's review of strategic alternatives A total of 77 salaried and 196 hourly positions will be eliminated in 2002 as a result of these planned consolidation actions It is anticipated that all expenditures will be incurred during the first half of 2002 During the fourth quarter of 1998, Cooper announced a voluntary and involuntary severance program and committed to consolidate several facilities While both the voluntary and involuntary severance programs were announced m 1998, the amount that could be accrued in 1998 was limited to severance relating to personnel actually severed in the fourth quarter and the severance provided by Cooper's written formal policies During the first quarter of 1999, Cooper completed the voluntary program and accrued an additional $5 8 million primarily representing the voluntary severance program premium over the severance provided under Cooper's established policies Cooper also accrued $15 million related to severance and other costs for facility closures announced during the first quarter of 1999 The additional accruals during 1999 totaled $7 3 million In addition, during 1999, Cooper reduced legal accruals by $2 8 million related to the favorable settlement of certain litigation concerning lead m mini-blinds and reassessment of the required reserve Cooper also reached agreement and received $0 8 million under an insurance policy related to the unsuccessful offer to acquire TLG pic m 1998 Smce the original charge related to the litigation was included as a nonrecurring item m the Tools & Hardware segment and the costs related to TLG pic were reflected as a nonrecurring corporate item, the reversal of the accrual and the reimbursement of the expenses were reflected as nonrecurring items The net nonrecurring items for 1999 resulted in a $3 7 million charge before income taxes and resulted m an after-tax charge of $2 4 million ($ 02 per diluted common share) The following table reflects activity related to the first quarter 1999 and fourth quarter 1998 employee reduction and facility consolidation plan Balance at December 31,1998 Voluntary Severance Program premium over normal severance Facility closings announced Employees terminated Cash expenditures Balance at December 31, 1999 Employees terminated Cash expenditures Balance at December 31,2000 Employees terminated Cash expenditures Balance at December 31,2001 No of Employees 1,635 - 249 (966) 918 (311) 607 (607) - Accrued Severance Facility Consolidation (in millions) $ 25 4 $ 58 12 - (22 0) 10 4 78 03 (3 4) 47 -- (5 3) 51 - (1 7) 30 - _______ !

**309***115 In Bituminous, the defendants-insureds were sued by the State of Illinois for various acts and omissions related to the design, manufacture, and installation of the heating, ventilating, and air conditioning *874 system (HVAC) in the State of Illinois Building The defendants tendered the claims to the.r insurance company, Bituminous Casualty The policy provided that the insurer would defend any suit seeking damage against the insured for property damage, which was defined in the policy as loss of the use of tangible property caused by an occurrence Bituminous filed a declaratory judgment action which sought a determination that it had no duty to defend or indemnify on the grounds that the complaint alleged a breach of contract and that a comprehensive general liability policy was not intended to pay the costs for repairing or replacing the insured's defective work and products The trial court found m favor ofBituminous and granted its motion for summary judgment On review, the appellate court concluded that the State's complaint did not allege a loss ofuse oftangible property caused by an occurrence and affirmed the trial court Bituminous, 218 111 App 3d at 966, 161 111 Dec 357. 578 NE 2d 1003 In our view, the instant case is analogous to the facts in Hydra and Bituminous Upon de novo review of the paragraphs relied upon by plaintiffs in the counterclaim, we conclude that the allegations concern a breach ofthe asset purchase agreement, and do not amount to claims for environmental property damage caused by an "occurrence" as required under the policies at issue Here, the Pneumo complaint and the counterclaim solely concern whether monies are owed for the breach of the asset purchase agreement between the parties Significantly, the first paragraph of the Pneumo complaint characterizes the nature of the action as "an action by Pneumo Abex for declaratory and other relief arising out of a breach of a written contract" Further, the "WHEREFORE" clause of the same pleading first seeks a declaration that "BFG has failed to fulfill its obligations under the [asset purchase] Agreement" A review of the counterclaim reveals that it too concerns the parties' obligations arising out ofthe asset purchase agreement The mere mention ofthe words "hazardous substances" or "contamination" in the counterclaim does not establish that "those conditions" on the properties were the result of an "occurrence " The language of the policies in the instant case is identical to the policy in Hydra where the Insurers were legally obligated to pay damages because of property damage caused by an occurrence As we noted above, an occurrence means an accident under the instant Page 9 policies and an accident has been defined as " 'an unforeseen occurrence * * * of untoward or disastrous character' or 'an undesigned sudden or unexpected event' '' Bituminous, 218 111 App 3d at 965-66, 161 111 Dec 357,578N E 2d 1003, quoting;Aetna Casualty, 89IU Add 3d at 619,44 111 Dec 791,411 NE 2d 1157 Here, the underlying complaint *875 reveals that the asset purchase agreement concerns indemnity provisions pertaining to environmental liabilities We do not find that the environmental liabilities referred to in BFG's counterclaim arose from an unforeseen occurrence because the primary purpose of the asset purchase agreement was to provide indemnification for their remediation Therefore, we conclude that the trial court correctly ruled that the money damages sought were not for property damage and were not a result of an "occurrence" but, rather, were the result of a breach of the asset purchase agreement * *310 * * * 116 For the reasons above, we conclude that the trial court correctly held the allegations in the counterclaim did not amount to property damages caused by an occurrence As a result, the allegations did not fall within or potentially within the policies' coverage, and the Insurers' motion to dismiss was properly granted Because of our finding on the first issue, we need not address the second issue in this case For the reasons above, the judgment of the trial court is affirmed Affirmed CERDA and BURKE.

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.

COOPER INDUSTRIES LTD(Form 424B2, Received. 10/25/2002 13-39:31) F-l COOPER INDUSTRIES, INC.

elOvk Page 15 of 84 Table of Contents As of January 31, 2005 there were 24,526 record holders of Cooper Class A common shares and one holder of Cooper Class B common shares The high and low quarterly sales price for the past two years of Cooper Class A common shares as reported by Dow Jones & Company, Inc , are as follows 2004 High Low l $58 68 51 34 Quarter 2 _____ $59 41 52 09 3 $59 74 53 90 4 $68 44 59 12 2003 High Low $39 25 33 86 $42 00 35 65 $51 65 40 34 $58 85 48 03 Annual cash dividends declared on Cooper's Class A and Class B common shares during 2004 and 2003 were $1 40 a share ($ 35 a quarter) On February 9, 2005, the Board of Directors declared a quarterly dividend of $ 37 a share (or $1 48 on an annualized basis), which will be paid on April 1, 2005 to shareholders of record on March 1,2005 This represents a 5 7 percent increase over the prior dividend rate For dividends payable in 2005, Cooper currently anticipates that based on its capital structure all or a substantial portion of its dividend distributions will be treated as a return of capital to its shareholders Cooper's subsidiaries waived the right to receive all dividends on Class A and Class B common shares that were payable in 2003 and 2004 For the dividends payable in 2005, Cooper anticipates that its subsidiaries that hold Class A and Class B shares will be receiving dividends on such shares The following table reflects activity related to equity securities purchased by Cooper's wholly-owned subsidiaries during the three months ended December 31, 2004 _____________ Period As of 9/30/04 10/01/04-10/31/04 11/01/04- 11/30/04 12/01/04-12/31/04 Total Purchases of Equity Securities Total Number of Shares Purchased_______ -- -- Average Price Paid per _________ Share_________ $ $ Total Number of Shares Purchased as Part of Publicly Announced Plans ______ or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs O) 161,050 161,050 5,161,050 5, 161,050 (') On February 9, 2000, Cooper publicly announced that its Board of Directors authorized the repurchase of up to 5 million shares of Cooper common stock Cooper has also announced that the Board authorized the repurchase of shares issued from time to time under its equity compensation plans and Dividend Reinvestment and Stock Purchase Plan in order to offset the dilution that results from issuing shares under these plans On November 2, 2004, Cooper's Board of Directors authorized the repurchase of up to five million additional shares of the Cooper's Class A common stock Further information required by this Item is set forth under the caption "Equity Compensation Plan Information" in Cooper's Proxy Statement to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with Cooper's 2005 Annual Meeting of Shareholders (the "Proxy Statement") and is incorporated herein by reference 11 http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006

BRAKE FRICTION MATERIAL NUMBER EXPIR APPL # 020491 021091 021086 030761 020490 020624 021095 021087 021095 021087 020490 021085 040632 020747 020624 020747 030789 030790 030791 030792 021013 030290 020489 040252 040948 021010 020341 030066 040244 020832 020749 030089 020374 040068 040068 030116 020490 030116 030538 030538 040153 040153 020624 020747 040153 040153 030183 030601 020980 021093 030601 030758 07 05 01 06 01 06 01 07 07 05 07 05 01 06 01 06 01 06 01 06 07 05 01 06 01 08 07 05 07 05 07 05 01 07 01 07 01 07 01 07 01 06 07 05 07 05 07 07 01 06 01 06 07 05 07 06 07 07 01 06 01 06 07 06 07 05 07 07 07 07 07 06 07 05 07 06 07 06 07 06 07 07 07 07 07 05 07 05 07 07 07 07 07 06 07 06 01 06 01 06 07 06 07 06 ' 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 80025 00950 00950 00950 47400 47400 47400 47400 01100 01100 00950 74490 69110 69110 37790 37950 38900 38900 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 00950 5/6/2005 MARKINGS EIS AMX106 GG EIS AMX108 EE EIS C7 EE EIS C9 EE EIS CB9466 FF EIS FDM101 EE EIS FES-167 EE EIS FES-168 EE EIS FEX-164 EE EIS FEX-165 EE EIS ME87 FF EIS ME95 EE EIS TMS162 EE EISFDM 102 EE EISFMS 155 EE EISFMS 161 EE ENERGIT 583 FF ENERGIT 584 FF ENERGIT 585 FF ENERGIT 589 FF EQL 3000 FF EQL 9000 FF ETS710FF EUROBRAKE MF1 FF EUROFREN 200E FF EUROFREN 300E GF EV G12K/EVG9S FE EXPG DP FF F 4200 FF F 4209 FF FA 008 FF FA 16 GG FA 22 FF FA 4000 FE FA 4000-NJAID FE FA 4001 EE FA 4001CFF FA 4001-NJAID1 EE FA 4002 EE FA 4002-NJAID2 EE FA 4004 FE FA 4004 FE FA 401 EE FA 402 EE FA 404 FE FA 404 FE FA4109F EE FA 5003 FF FA 5004 FF FA 5005 FF FA 503 FF FA 6000 EE SECTION 10-33

Product Name - Cured Organic Segment/Drum Brake - Asbestos 1.

THOMAS A.

CAUSE NO. 2000-2274 LAMBERTO CORRAL HERRERA, ET AL VS.

FILE NAME: TEA DATE: 2001 TEA001 DOC#: TEA001 DOCUMENT DESCRIPTION: Barry Castleman Notes - Teadit Sale of Asbestos Gaskets in Houston Barry Castleman, 5 c.D.

port 2001 Management Statement Report of Independent Accountants We have prepared the accompanying consolidated financial statements and related information included herein for the three years ended December 31, 2001.

Dana Corporation Automotive Aftermarket - News Page 3 of 3 02/19/02 - GENTLEMEN, BUILD YOUR ENGINES!

Notes to Financial Statements In millions except share and per share amounts Note 7, Interest Rate Agreements Under our interest rate swap agreements, we agree to exchange with third parties, at specific intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional amount.

Dana Corporation Page 35 of 176 Table of Contents Cash Flows (2002 versus 2001) Cash Flows from Operating Activities: Net income (loss) Effect of change in accounting Depreciation and amortization Deferred income taxes Unremitted earnings of affiliates Gains on divestitures and asset sales Asset impairment charges Decrease (increase) in operating working capital Other Cash flows from operating activities 2002 2001 Dollar Change $(182) 220 478 (135) (43) (53) 114 50 72

Dana Corporation Page 38 of 176 December 31, 2003, 2.25:1 at March 31, 2004 and 2.50:1 at June 30, 2004 and thereafter; and (iii) net senior debt to EBITDA of not greater than 2.90:1 at December 31, 2003 and 2.50:1 at March 31, 2004 and thereafter.