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COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 11 of 68 completed m order to cover syndicate short positions Stabilizing transactions consist of bids or purchases of notes made for the purpose of preventing or retarding a decline in the price of the notes while the offering is in progress The underwriters also may impose a penalty bid Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member S-7 Any of these activities may have the effect of preventing or retarding a decline in the price of the notes They may also cause the price of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 14 of 68 developments could have material adverse effects on our business, financial condition and results of operations WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission You can inspect and copy, at prescribed rates, these reports, proxy statements and other information at the public reference facilities of the SEC, in Room 1024, 450 Fifth Street, N.W , Washington, D C 20549.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 17 of 68 - Wiss(R) scissors, - Xcelite(R) screwdnvers, and - Buckeye(R), DGD(TM), Dotco(R) and Master Power(R) power tools RECENT DEVELOPMENTS On May 22, 2002, we completed a reorganization by which Cooper Industries, Inc the Ohio corporation that was the parent company for all historical operations and is referred to in this prospectus as "Cooper," became a wholly-owned, indirect subsidiary of Cooper Industries, Ltd , a Bermuda company that is referred to m this prospectus as the "Guarantor " In the transaction each outstanding share of Cooper stock was automatically converted into a Class A common share of the Guarantor, such that the Guarantor replaced Cooper as the publicly-traded parent company The Class A common shares of the Guarantor are traded on the New York Stock Exchange under the symbol "CBE " As a general matter, the merger did not affect the conduct of operations of the histoncal business The consolidated financial statements included and incorporated by reference in this prospectus for all reporting periods through the first quarter of 2002 are the financial statements of Cooper and its consolidated subsidiaries Commencing with the second quarter of 2002, such consolidated financial statements are the financial statements of the Guarantor and its consolidated subsidiaries, including Cooper The reorganization was accounted for as a reorganization of entities under common control, which did not result m changes m the historical consolidated carrying amount of assets, liabilities and shareholders' equity We believe that reorganizing as a Bermuda corporation will allow us to implement our business strategy more effectively A significant portion of our business is currently, and we believe m the future a greater portion will be, generated from non-U S markets We believe the reorganization will allow us to take advantage of financial and other business opportunities that were not available under our former corporate structure, including - Improving our worldwide effective tax rate, - Maximizing our potential business growth and cash flow; 5 - Using the greater cash flow to invest for further earnings growth, including by developing highergrowth product lines and acquiring complementary higher-growth electrical and electronic businesses; - Strengthening our position vis-a-vis competitors m the global marketplace, and - Expanding our investor base as our shares may become more attractive to non-U.S investors We believe that the reorganization should improve our global tax position and should maximize potential growth and cash flow We anticipate that the reorganization may result in significant tax savings These savings are expected to result in a reduction in our annual effective tax rate from approximately 32% to within a range from 20% to 25% over the next several years due to the reorganization However, our tax rate will depend on, among other things, the level and geographic mix of our earnings and changes and interpretations with respect to tax laws, treaties and policies in the HfftT //www Qll5irplirt1Hf*r pditi/prrmAr/PrlrrorT^pfoi 1 nfW>?

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39.31) Page 27 of 68 security affected, among other things - change the fixed maturity (for these purposes that term does not include payments due under any sinking, purchase or similar fund) of any debt securities, 14 - reduce the principal amount of any debt secunties, - reduce the rate or extend the time of payment of interest on any debt secunties, - reduce any premium payable upon the redemption of any debt securities, or - reduce the percentage of holders of debt securities of any senes required to consent to any supplemental indentures DEFEASANCE Cooper and the Guarantor may at their option (a) be discharged from any and all obligations of the debt securities, except in each case for some obligations to register the transfer or exchange of the debt securities, replace stolen, lost or mutilated debt secunties, maintain paying agencies and hold moneys for payment m trust, or (b) be released from some restnctive covenants of the indenture, including those described above under "Certain Covenants," and will not be limited by any restnctions on merger, consolidation or sales of assets, in each case if Cooper takes the following actions while no event of default is continuing with respect to payments due under the debt secunties or certain events of bankruptcy, insolvency or reorganization of Cooper or the Guarantor - deposits with the trustee, m trust, money, U S Government Obligations or Eligible Obligations or any combination of these that through the payment of interest and pnncipal under their terms, will provide money in an amount sufficient to pay all the pnncipal, including any mandatory sinking fund payments, any interest and any premium on the debt secunties on the dates the payments are due under the terms of the senes; and - provides to the trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, that holders of the debt secunties of the series will not recognize income, gam or loss for federal income tax purposes from Cooper's and the Guarantor's exercise of their option and will be required to pay federal income tax on the same amount and in the same manner and at the same times as would have been the case if the option had not been exercised In addition, Cooper and the Guarantor can also obtain a discharge under the indenture with respect to all debt secunties of a senes by depositing with the trustee, in trust, funds sufficient to pay at matunty or upon redemption all of the debt secunties of the senes, provided that all of the debt secunties of the senes are by their terms to become due and payable within one year.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13.39 31) Page 29 of 68 by the participant.

COOPER INDUSTRIES LTD(Form 424B2, Received. 10/25/2002 13 39 31) Page 50 of 68 Cooper and its subsidiaries have numerous defined benefit pension plans and other postretirement benefit plans The benefits provided under Cooper's various postretirement benefit plans other than pensions, all of which are unfunded, include retiree medical care, dental care, prescriptions and life insurance, with medical care accounting for approximately 90% of the total Current employees, unless grandfathered under plans assumed in acquisitions, are not provided postretirement benefits other than pensions The vast majority of the annual other postretirement benefit expense is related to employees who are already retired F-18 COOPER INDUSTRIES, INC.