X SHIPPER THE BEND1X CORPORATION FRICTION MATERIALS ijflVlSION SJ- TROY, NEW YORK CLEVELAND, TENN.

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COOPER INDUSTRIES, INC.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13.39 31) Page 25 of 68 or controlled, directly or indirectly, by the Guarantor or by one or more Subsidiaries and which is consolidated in the Guarantor's latest consolidated financial statements filed with the Securities and Exchange Commission or provided generally to the Guarantor's shareholders MERGER, CONSOLIDATION OR SALE OF ASSETS Cooper may not merge into or consolidate with or convey or transfer its properties and assets substantially as an entirety to any person unless1 - the successor corporation is a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia; - the successor corporation assumes by supplemental indenture all of Cooper's obligations under the indenture, and - immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing The Guarantor may not merge into or consolidate with or convey or transfer its properties substantially as an entirety to any person unless. - the successor corporation assumes by supplemental indenture all of the Guarantor's obligations under the indenture, and - immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing EVENTS OF DEFAULT The following are events of default under the indenture - default for 30 days in payment of any interest installment when due, - default in the payment of principal of, or premium, if any, on, any of the debt securities of such senes when due at its stated matunty, when called for redemption, by declaration or otherwise, - default m the making of any payment for a sinking, purchase or similar fund provided for m respect of such senes and continuance of such default for a penod of 30 days, - default m the performance of any other covenant in the indenture with respect to the debt secunties for 90 days after notice to Cooper and the Guarantor by the trustee or by holders of 25% in pnncipal amount of the outstanding debt secunties of such senes; or - certain events of bankruptcy, insolvency and reorganization involving Cooper or the Guarantor.

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elOvk Page 84 of 84 Table of Contents INDEX TO EXHIBITS 3 Exhibit 10 25 12 0 210 23 1 23 2 24 0 31 1 31 2 32 1 32 2 Five-Year Credit Agreement dated November 3, 2004 among Cooper Industries, Ltd, Cooper US, Inc and the banks named therein Computation of Ratios of Earnings to Fixed Charges for the Calendar years 2000 through 2004 List of Cooper Industries, Ltd Subsidiaries Consent of Ernst & Young LLP Consent of Bates White, LLC Powers of Attorney from members of the Board of Directors of Cooper Industries, Ltd Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 See Item 15(a)3 for a list of Exhibits incorporated by reference http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk.htm 2/6/2006

Airborne Asbestos Concentration from Brake Changing In the Matter of General Consulting Prepared for Davies, McFarland & Carrol, P.C.

Apjjied Oorupatioiral and Environmental Hygiene Volume 16(12): U47-U49.

March 2, 2001 Expert report of David S.

Supplement I Presentation of Kevin A.

SEPARATION AGREEMENT BY AND BETWEEN PHARMACIA CORPORATION AND MONSANTO COMPANY DATED AS OF SEPTEMBER 1, 2000 SCHEDULE 4.01(d) SALE ASSETS AND NON-SALE ASSETS Assets primarily related to a Pharmacia Business or Former Pharmacia Business subject to a contract for sale as of the Separation Date that are retained by a member of the Monsanto Group.