Exhibit 24.0
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, her true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in her name and in her capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as her own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 5th day of August, 2002.
/s/ Linda A. Hill
-----------------------------------------------
Linda A. Hill
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
5th day of August, 2002.
/s/ Sir Ralph H. Robins
-----------------------------------------------
Sir Ralph H. Robins
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
3rd day of September, 2002.
/s/ H. Lee Scott
-----------------------------------------------
H. Lee Scott
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
5th day of August, 2002.
/s/ Dan F. Smith
-----------------------------------------------
Dan F. Smith
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
5th day of August, 2002.
/s/ Gerald B. Smith
-----------------------------------------------
Gerald B. Smith
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
5th day of August, 2002.
/s/ James R. Wilson
-----------------------------------------------
James R. Wilson
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
3rd day of September, 2002.
/s/ Clifford J. Grum
-----------------------------------------------
Clifford J. Grum
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
30th day of August, 2002.
/s/ Warren L. Batts
-----------------------------------------------
Warren L. Batts
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Ltd. (the "Company"), does hereby make, constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them
acting individually, his true and lawful attorney with power to act without the
other and with full power of substitution, to execute, deliver and file, for and
on behalf of the undersigned and in his name and in his capacity as aforesaid,
the following Registration Statements, and any amendments thereto (including any
post-effective amendment), with the Securities and Exchange Commission to
register under the Securities Act of 1933 the securities herein indicated; and
to sign any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof:
- a Registration Statement on Form S-4 to register the Company's
guarantee of $300 million of 5.25% Senior Notes Due 2007 of Cooper
Industries, Inc.;
- a Registration Statement on Form S-3 to register the Company's
guarantee of up to $500 million in debt securities of Cooper
Industries, Inc.; and
- a Registration Statement on Form S-3 to register an additional 300,000
Class A Common Shares of the Company, issued or to be issued by the
Company pursuant to the Cooper Industries, Ltd. Amended and Restated
Dividend Reinvestment Plan.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
3rd day of September, 2002.
/s/ Robert M. Devlin
-----------------------------------------------
Robert M. Devlin