The Board of Directors of Cooper Industries Ltd. will annually appoint a Presiding Non-Management Director from among the independent directors.

The Presiding Non-Management Director will serve as a focal point and facilitator to assist the independent directors in fulfilling their responsibilities. The Presiding Non-Management Director is not superior to other directors, but a peer among peers.

The responsibilities of the Presiding Non-Management Director are as follows:

• Presides over meetings of non-management, independent directors and, with input from other directors, prepares agendas for these meetings. Also presides over Board meetings in the absence of the Deputy Chairman.
• Provides prompt feedback to the CEO regarding issues arising at executive sessions of independent directors. Serves as non-exclusive channel of communication between CEO and independent directors.
• Assures that the CEO understands the Board’s views on all critical matters, and vice versa.
• Together with the Chair/CEO, and with input from other directors, collaborates on the preparation of Board agendas. Consults with the Chair and other Board members regarding Board meeting schedules.
• Serves as a point of contact for Board members to raise sensitive issues with the CEO.
• Monitors significant developments between Board meetings and assures the Board is informed and engaged as appropriate.
• Has the authority to call meetings of the independent directors and to convene executive sessions of the independent directors during regularly scheduled Board meetings.
• Serves as a mentor and sounding board for the CEO.
• Takes the lead in assuring that the Board carries out its responsibilities if the CEO is incapacitated or in other crisis situations.
• Performs other functions as directed by the Board.

At least annually, the Board will review the Presiding Non-Management Director’s role and effectiveness.