Mr. Cizik should go ahead and acqui

Mr. Cizik should go ahead and acquire Nicholson File at $50 a share, valuing Nicholson File on a standalone basis at
about book value of $30 million. He should issue 2.08 Cooper shares for 1 Nicholson File share with the current Cooper
share price of $23, thereby issuing about 1.2 million Cooper shares to Nicholson shareholders for a 100% stock for stock
exchange. This will make the merger a tax-free event for the shareholders of Nicholson, which was one of the conditions
for HK Porter’s president Tom Evans, for supporting the merger with Cooper. The addition of Nicholson Files’ product
lines to Cooper Industries offerings will provide stability to the earnings and enhance the Cooper brand.