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Cooper Industries' Board Declares Dividends

5 August 1997

Cooper Industries' Board Declares Dividends

    HOUSTON, Aug. 5 -- The board of directors of Cooper
Industries, Inc. today declared quarterly dividends on the
company's outstanding shares.
    A regular quarterly dividend of 33 cents on each common share is payable
October 1, 1997, to shareholders of record on September 15, 1997.
    The board of directors also adopted a Shareholder Rights Plan and
declared a dividend distribution of one preferred share purchase Right for
each share of common stock held of record as of the close of business on
August 15, 1997.
    Like hundreds of other companies, Cooper Industries has adopted a
Shareholder Rights Plan to deter coercive takeover tactics and prevent an
acquirer from gaining control of the company without offering a fair price to
all of the company's shareholders.  The adoption of the plan is not in
response to any known effort to acquire control of the company.
    The Rights become exercisable only if a person or group acquires
beneficial ownership of 15% or more of Cooper's common stock or commences a
tender or exchange offer for 15% or more of Cooper's common stock, unless the
tender or exchange offer is for all outstanding shares of the company upon
terms determined by Cooper's continuing directors to be in the best interests
of the company and its shareholders.
    When exercisable, the Rights would entitle the holders (other than the
acquirer) to buy shares of Cooper common stock having a market value equal to
two times the Right's exercise price, or, in certain circumstances, to buy
shares of the acquiring company having a market value equal to two times the
Right's exercise price.
    The Plan provides that Cooper may redeem the Rights for $.01 per Right at
any time before the 10th business day after a public announcement that a 15%
position has been acquired.  The Rights expire on August 5, 2007.
    Cooper Industries, with 1996 revenues of $5.3 billion, is a diversified,
worldwide manufacturer of electrical products, tools and hardware, and
automotive products.  Additional information about Cooper is available on the
 company's World Wide Web site: http://www.cooperindustries.com.

SOURCE  Cooper Industries, Inc.