Cooper Industries has a long tradition of operating in accordance with the highest ethical standards. This means that in all of our dealings with investors, customers, suppliers, employees and the communities in which we operate we strive to be honest and fair, and to comply with all applicable laws. These business principles are also reflected in the transparency of our financial reporting. I am pleased that our 173-year tradition of integrity and high ethical standards remains unchanged and intact. In fact, a recent survey of corporate governance practices by GovernanceMetrics International ranked Cooper as one of thirty-three companies globally with the best corporate governance practices.

I am proud of Cooper's long tradition of ethical conduct. I can assure you that these standards of ethical behavior and core values permeate all of our operations and business transactions creating a better way of life for all of our stakeholders. My management team and I are committed to upholding these traditions and values.

Kirk S. Hachigian
Chairman, President and Chief Executive Officer

The Company's corporate governance principles have been approved by Cooper Industries' Board of Directors and, along with the charters of the Board committees, provide the framework for the governance of the Company.

Cooper Industries' corporate governance principles require that a majority of the Board shall be independent based on the independence standards of the New York Stock Exchange ("NYSE"). The Board should not include professionals who provide material services to the Company (e.g. lawyers, commercial bankers) or any person who has a conflict of interest or a material relationship with the Company.

Cooper has one management director on its Board, Kirk S. Hachigian (Chairman, President & Chief Executive Officer). All remaining directors of the Company are independent under the NYSE rules and under the independence standards adopted by Cooper's Board.

The Audit Committee, which consists solely of independent directors, assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company's financial statements, the financial reporting process, the performance of the Company's internal audit function and independent auditors, and the Company's compliance with legal and regulatory requirements and ethics programs as established by management.

The Management Development and Compensation Committee, which consists solely of independent directors, establishes compensation programs for the Company's executive officers, and reviews management performance, succession planning and executive development.

The Committee on Nominations and Corporate Governance, which consists solely of independent directors, reviews issues of corporate governance, makes recommendations to the Board on corporate governance principles, reviews membership of various Board committees, reviews and recommends changes to director compensation, establishes criteria and procedures for identifying and recruiting Board candidates, and recommends to the Board new candidates or nominees for election to the Board.

Cooper Industries' Code of Ethics and Business Conduct underlies the Company's core values. We consider compliance with laws, honesty and integrity to be core values, which are not to be compromised for any reason. The Code has been translated into five languages and distributed to all Cooper employees worldwide to provide guidance and direction as to how Cooper employees should conduct themselves in our everyday work when dealing with our customers, vendors, competitors and fellow employees.