COOPER US, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.7

COOPER US, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

COOPER US, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

COOPER US, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      WHEREAS, Cooper US, Inc. (the “Company”) desires to establish, effective January 1, 2007, the Cooper US, Inc. Supplemental Executive Retirement Plan (the “Plan”) to provide a select group of management employees and highly compensated employees of the Company and its affiliates with supplemental retirement benefits; and

      WHEREAS, Plan benefits that were accrued or vested after January 1, 2007, prior to the execution of this plan document have been administered in good faith compliance with the requirements of Section 409A; and

      WHEREAS, the Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed consistently with such intent;

      NOW, THEREFORE, effective January 1, 2007, the Plan is hereby established as hereinafter set forth.

ARTICLE I

DEFINITIONS

      1.1 Definitions . As used herein, the following words shall have the meanings hereinafter set forth unless otherwise specifically provided.

     (1) The term “ Account ” shall mean the bookkeeping account establish in the name of each Participant under the Plan.

     (2) The term “ Active Participant ” shall mean each Participant who is eligible for a Company Contribution with respect to the current Plan Year.

     (3) The term “ Affiliate ” shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member and any member of a group of trades or business under common control (as determined under Section 414(c) of the Code) with the Company; any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member; and any other entity which is required to be aggregated with the Company pursuant to the provisions of Section 414(o) of the Code.

     (4) The term “ Beneficiary ” shall mean the person or persons who, in accordance with the provisions of Article V, is entitled to distribution hereunder in the event a Participant dies before his interest under the Plan has been distributed to him in full.

     (5) The term “ Change in Control ” shall mean a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company that constitutes a “change in control” under Section 409A.

     (6) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

     (7) The term “ Committee ” shall mean the Management Development and Compensation Committee of the Board of Directors of Cooper Industries, Ltd.

     (8) The term “ Company ” shall mean Cooper US, Inc., its corporate successors, and the surviving corporation resulting from any merger of Cooper US, Inc. with any other corporation or corporations.

     (9) The term “ Compensation ” shall mean base salary and any management incentive bonus of a Participant for a Plan Year that is paid in the

following year, calculated before any reduction for compensation voluntarily deferred or contributed by or on behalf of a Participant under all qualified and nonqualified plans of the Employer and including amounts deferred to plans of the Employer pursuant to provisions of Sections 125, 129, 132(f), 402(e)(3), or 402(h) of the Code.

     (10) The term “ Disability ” shall mean that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a welfare benefit plan covering employees of the Employer.

     (11) The term “ Election Form ” shall mean the form which may be electronic, telephonic or hard copy and on which a Participant elects the manner in which he shall receive distribution of his Account.

     (12) The term “ Eligible Employee ” shall mean any highly compensated or select management employee of the Company or an Affiliate who is approved in advance of each Plan Year by the Committee to participate in the Plan for such Plan Year.

     (13) The term “ Employer ” shall mean the Company as well as any Affiliates of the Company that is designated as a participating employer under the Plan by the Plan Administrator.

     (14) The term “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

     (15) The term “ Former SEDB Participant ” shall mean each Participant in the SEDB Plan who was actively employed by the Company on January 1, 2007 and whose account under the SEDB Plan was transferred to the Plan on March 31, 2007, and who shall thereafter be an Inactive Participant in the Plan, unless he is selected to be an Active Participant with respect to a Plan Year.

     (16) The term “ Inactive Participant ” shall mean any Former SEDB Participant and any former Active Participant, who has an Account under the Plan.

     (17) The term “ Participant ” shall mean any Active Participant as well as any Inactive Participant.

     (18) The term “ Plan ” shall mean the Cooper US, Inc. Supplemental Executive Retirement Plan as established effective January 1, 2007, with all amendments, supplements, and modifications hereafter made.

     (19) The term “ Plan Administrator ” shall mean the Company.

     (20) The term “ Plan Year ” shall mean the calendar year.

     (21) The term “ Retirement ” shall mean a Separation from Service by a Participant on or after the attainment of age 65.

     (22) The term “ SEDB Plan ” shall mean the Cooper US, Inc. Supplemental Excess Defined Benefit Plan.

     (23) The term “Section 409A” shall mean Section 409A of the Code, and the regulations and rulings promulgated thereunder.

     (24) The term “Separation from Service” shall mean the termination of employment of a Participant with the Company and all Affiliates for any reason other than death; provided, however, that a Company-approved leave of absence shall not be considered a termination of employment if the leave does not exceed six months or, if longer, so long as the Participant’s right to reemployment is provided either by statute or by contract. Notwithstanding the foregoing, whether or not a Participant has incurred a Separation from Service shall be determined in accordance with Section 409A.

     (25) The term “ SERP Contribution Percentage ” shall mean the percentage of Compensation that is selected by the Committee and credited under the Plan with respect to a Participant for a Plan Year.

     (26) The term “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Company’s Specified Employee identification policy, if any.

     (27) The term “ Years of Service ” shall mean a year of service as defined in the Cooper US, Inc. Retirement Savings and Stock Ownership Plan.

      1.2 Construction .   Where necessary or appropriate to the meaning herein, the singular shall be deemed to include the plural and the masculine pronoun to include the feminine.

ARTICLE II

ELIGIBILITY FOR PLAN PARTICIPATION

      2.1 Active Participants . Prior to the first day of such Plan Year, the Committee shall approve the selection of certain Company officers and certain division presidents as an Active Participant in the Plan with respect to such Plan Year as well as the Compensation Percentage of each such Active Participant for such Plan Year. Upon being so selected and prior to the first day of such Plan Year, each Active Participant shall complete and return all necessary Election Forms. All Election Forms of a Participant must be consistent and comply with the provisions of Article V.

      2.2 Former SEDB Participants . Effective as of March 31, 2007, the account of each participant in the SEDB Plan who was actively employed by the Company on January 1, 2007, shall be transferred to the Plan and credited to an Account under the Plan in the name of such Participant and thereafter administered pursuant to the terms of the Plan. Upon such transfer each Former SEDB Plan Participant shall complete and file an Election Form with respect to the distribution of such Account. All Election Forms of a Participant must be consistent and comply with the provisions of Article V.

ARTICLE III

COMPANY CONTRIBUTIONS

      3.1 Amount of Company Contributions .   Except as specifically provided otherwise in the Plan, within 30 days of payment of any bonus earned for a Plan Year under the Cooper US, Inc. Management Annual Incentive Plan, the Account of each Active Participant shall be credited with a Company Contribution for such Plan Year that is based upon his Compensation for such Plan Year multiplied by his Compensation Percentage for such Plan Year.

      3.2 Eligibility for Company Contributions . Notwithstanding any other provision of the Plan, the Account of an Active Participant shall only be credited with a Company Contribution (i) for a Plan Year prior to the 2009 Plan Year, if such Active Participant is employed by the Company or an Affiliate on the date such Company Contribution is to be credited to the Participant’s Account, and (ii) for any Plan Year after the 2008 Plan Year, if such Active Participant is employed by the Company or an Affiliate on the date such Company Contribution is to be credited to the Participant’s Account or if such Participant incurred a Separation from Service during such Plan Year or in the immediately following Plan Year and prior to the contribution crediting date due to death, Disability, or Retirement or in the discretion of the Committee after attainment of age 55 with at least 5 years of Vesting Service.

      3.3 Vesting . Company Contributions credited to the Accounts of Active Participants pursuant to the provisions of Section 3.1 and 3.2 shall be fully vested pursuant to the schedule set forth below.