Eaton Corp plc (Form: S-8, Received: 11/30/2012 15:29:31)

As filed with the Securities and Exchange Commission on November 30, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EATON CORPORATION PLC

(Exact name of registrant as specified in its charter)


Ireland		98-1059235
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

(216) 523-5000

(Address of Principal Executive Offices)

Amended and Restated 2012 Stock Plan

Second Amended and Restated 2009 Stock Plan

Amended and Restated 2008 Stock Plan

Amended and Restated 2004 Stock Plan

Amended and Restated 2002 Stock Plan

Amended and Restated 1998 Stock Plan

Amended and Restated 1995 Stock Plan

Eaton Incentive Compensation Deferral Plan II

Eaton Corporation Deferred Incentive Compensation Plan II

2005 Non-Employee Director Fee Deferral Plan

Eaton Savings Plan

Eaton Personal Investment Plan

Eaton Puerto Rico Retirement Savings Plan

Cooper Retirement Savings and Stock Ownership Plan

(Full title of the plans)

Thomas E. Moran, Senior Vice President and Secretary, Eaton Center, Cleveland, Ohio 44114

(Name and address of agent for service) (Zip Code)

(216) 523-4103

(Telephone number, including area code of, agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Title of Plan	Amount to be registered ⁽¹⁾⁽²⁾	Proposed maximum offering price per share ⁽³⁾	Proposed maximum aggregate offering price ⁽³⁾	Amount of registration fee ⁽⁵⁾
Ordinary Shares, par value $0.01 per share	Amended and Restated 2012 Stock Plan	21,000,000	$51.87	$1,089,270,000.00	$148,576.43
Ordinary Shares, par value $0.01 per share	Second Amended and Restated 2009 Stock Plan	4,426,432	$51.67 ⁽⁴⁾	$228,713,741.44 ⁽⁴⁾	$31,196.55
Ordinary Shares, par value $0.01 per share	Amended and Restated 2008 Stock Plan	413,782	$32.03 ⁽⁴⁾	$13,253,437.46 ⁽⁴⁾	$1,807.77
Ordinary Shares, par value $0.01 per share	Amended and Restated 2004 Stock Plan	7,421,181	$39.04 ⁽⁴⁾	$289,722,906.24 ⁽⁴⁾	$39,518.20



Ordinary Shares, par value $0.01 per share	Amended and Restated 2002 Stock Plan	2,380,800	$31.93 ⁽ ⁴⁾	$76,018,944.00 ⁽⁴⁾	$10,368.98
Ordinary Shares, par value $0.01 per share	Amended and Restated 1998 Stock Plan	129,236	$27.69 ⁽⁴⁾	$3,578,544.84 ⁽⁴⁾	$488.11
Ordinary Shares, par value $0.01 per share	Amended and Restated 1995 Stock Plan	407,860	$28.28 ⁽⁴⁾	$11,534,280.80 ⁽⁴⁾	$1,573.28
Ordinary Shares, par value $0.01 per share	Eaton Incentive Compensation Deferral Plan II	323,705	$51.87	$16,790,578.35	$2,290.23
Ordinary Shares, par value $0.01 per share	Eaton Corporation Deferred Incentive Compensation Plan II	445,474	51.87	$23,106,736.38	$3,151.76
Ordinary Shares, par value $0.01 per share	2005 Non-Employee Director Fee Deferral Plan	72,583	51.87	$3,764,880.21	$513.53
Ordinary Shares, par value $0.01 per share	Eaton Savings Plan	30,250,000	51.87	$1,569,067,500.00	$214,020.81
Ordinary Shares, par value $0.01 per share	Eaton Personal Investment Plan	675,000	51.87	$35,012,250.00	$4,775.67
Ordinary Shares, par value $0.01 per share	Eaton Puerto Rico Retirement Savings Plan	675,000	51.87	$35,012,250.00	$4,775.67
Ordinary Shares, par value $0.01 per share	Cooper Retirement Savings and Stock Ownership Plan	7,750,000	51.87	$401,992,500.00	$54,831.78

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers an indeterminate number of additional Ordinary Shares, par value $0.01 per share (“ Ordinary Shares ”) of Eaton Corporation plc (the “ Company ” or the “ Registrant ”), which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(2)

Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate number of plan interests to be offered or sold pursuant to the Eaton Savings Plan, the Eaton Personal Investment Plan, the Eaton Puerto Rico Retirement Savings Plan and the Cooper Retirement Savings and Stock Ownership Plan.

(3)

Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of Eaton Corporation’s (the predecessor to the Company) common shares as reported on the New York Stock Exchange on November 26, 2012. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.

(4)

Pursuant to Rule 457(h)(1) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the weighted average per share exercise price of the 4,426,432 outstanding but unexercised options previously granted under the Second Amended and Restated 2009 Stock Plan, the 413,782 outstanding but unexercised options previously granted under the Amended and Restated 2008 Stock Plan, the 7,421,181 outstanding but unexercised options previously granted under the Amended and Restated 2004 Stock Plan, the 2,380,800 outstanding but unexercised options previously granted the Amended and Restated 2002 Stock Plan, the 129,236 outstanding but unexercised options previously granted under the Amended and Restated 1998 Stock Plan and the 407,860 outstanding but unexercised options previously granted under the Amended and Restated 1992 Stock Plan. No new awards will be made under these plans.

(5)

Pursuant to Rule 457(p) of the Securities Act, the currently due registration fee for this Registration Statement is being offset by $94,435.26 in previously paid filing fees under Registration Statement on Form S-8 (File No. 333-182286) filed by the Company’s wholly owned subsidiary, Eaton Corporation, on June 22, 2012 and deregistered pursuant to a post-effective amendment filed on November 30, 2012 as to the shares that remained unsold under such registration statement.

EXPLANATORY NOTE

Pursuant to the Transaction Agreement, dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012 (as amended, the “ Transaction Agreement ”), among Eaton Corporation (“ Eaton ”), Cooper Industries plc (“ Cooper ”), Eaton Corporation plc (formerly known as Eaton Corporation Limited and, prior to that, known as Abeiron Limited) (the “ Company ”), Abeiron II Limited (formerly known as Comdell Limited), Turlock B.V. (“ Turlock ”), Eaton Inc. and Turlock Corporation, (a) the Company acquired Cooper pursuant to a scheme of arrangement under the Irish Companies Act of 1963, and (b) Turlock merged with and into Eaton, with Eaton as the surviving corporation in the merger (collectively, the “ Transactions ”). As a result of the Transactions, both Eaton and Cooper became wholly owned subsidiaries of the Company.

This Registration Statement on Form S-8 (the “ Registration Statement ”) relates to the registration of Ordinary Shares, par value $0.01 per share, of the Company to be offered and sold under (A) the Company’s Amended and Restated 2012 Stock Plan, Second Amended and Restated 2009 Stock Plan, Amended and Restated 2008 Stock Plan, Amended and Restated 2004 Stock Plan, Amended and Restated 2002 Stock Plan, Amended and Restated 1998 Stock Plan and Amended and Restated 1995 Stock Plan; (B) Eaton’s Incentive Compensation Deferral Plan II, Deferred Incentive Compensation Plan II, 2005 Non-Employee Director Fee Deferral Plan, Savings Plan, Personal Investment Plan and Puerto Rico Retirement Savings Plan; and (C) Cooper’s Retirement Savings and Stock Ownership Plan and an indeterminate number of plan interests to be offered or sold pursuant to the Eaton Savings Plan, the Eaton Personal Investment Plan, the Eaton Puerto Rico Retirement Savings Plan and the Cooper Retirement Savings and Stock Ownership Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the respective participants in the plans covered by this Registration Statement and as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission (the “ Commission ”) are incorporated herein by reference (except for any portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission):

(1)

The Company’s final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 14, 2012 (File No. 333-182303);

(2)

The Company’s 10-Q for the Quarterly Period ended September 30, 2012;

(3)

The Company’s Current Reports on Form 8-K filed on November 16, 2012 and November 26, 2012;

(4)

Eaton’s 10-Q for the Quarterly Period ended September 30, 2012 (File No. 001-01396);

(5)

Eaton’s Current Report on Form 8-K filed on October 26, 2012 (File No. 001-01396);

(6)

Cooper’s 10-Q for the Quarterly Period ended September 30, 2012 (File No. 001-31330);

(7)

Cooper’s Current Report on Form 8-K filed on October 26, 2012 (File No. 001-31330);

(8)

The Annual Report on Form 11-K for the fiscal year ended December 31, 2011 with respect to the Eaton Savings Plan (File No. 001-01396);

(9)

The Annual Report on Form 11-K for the fiscal year ended December 31, 2011 with respect to the Eaton Personal Investment Plan (File No. 001-01396);

(10)

The Annual Report on Form 11-K for the fiscal year ended December 31, 2011 with respect to the Eaton Puerto Rico Retirement Savings Plan (File No. 001-01396); and

(11)

The description of the Company’s Ordinary Shares, contained in the Company’s Registration Statement on Form S-4, as amended (File No. 333-182303), under the heading “Description of New Eaton Ordinary Shares,” which updates the description of Eaton Corporation’s common shares contained in Eaton Corporation’s Registration Statement on Form 8-A, and including all other amendments and reports filed for the purpose of updating such description.

All documents that the Company, the Eaton Savings Plan, the Eaton Personal Investment Plan, the Eaton Puerto Rico Retirement Savings Plan or the Cooper Retirement Savings and Stock Ownership Plan files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) subsequent to the effective date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company’s articles of association confer an indemnity on its directors and Secretary subject to the limitations prescribed by the Irish Companies Acts 1963 (as amended) (the “ Irish Companies Acts ”). Broadly, the relevant provisions in the Company’s articles of association provide for an indemnity for certain persons, including directors, the Secretary, committee members, persons holding executive or official positions with the Company and employees, agents and persons acting in certain other capacities at the request of the Company (“Indemnified Persons”) who are a party to actions, suits or proceedings against expenses and costs in connection with such actions, suits or proceedings if such Indemnified Person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Indemnification is also excluded in circumstances where an Indemnified Person is adjudged liable for willful neglect or default in performance of his duties unless a relevant court determines otherwise. Such indemnification is subject to board, shareholder or independent legal counsel approval in any given case and may include expense advancement in certain circumstances.

The Irish Companies Acts prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or secretary where judgment is given in favor of the director or secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or secretary over and above the limitations imposed by the Irish Companies Acts will be void, whether contained in its articles of association or any contract between the company and the director or secretary. This restriction does not apply to executives who are not directors or the secretary, or other persons who would not be considered “officers” within the meaning of that term under the Irish Companies Acts, of the Company.

Each of the Company’s current directors, officers and the Secretary are party to individual indemnification agreements that provide for the indemnification of any claims relating to their services to the Company or any of its subsidiaries to the fullest extent permitted by applicable law.

The Company also maintains directors’ and officers’ liability insurance and fiduciary liability insurance covering certain liabilities that may be incurred by its directors and officers in the performance of their duties.

ITEM 7.

EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.

EXHIBITS.

For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference.

ITEM 9.

UNDERTAKINGS.

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 30th day of November 2012.


EATON CORPORATION PLC

By:	/s/ Mark M. McGuire
	Name:	Mark M. McGuire

	Title:	Executive Vice President and General Counsel and Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date
* Alexander M. Cutler	Chairman and Chief Executive Officer; President; Director (Principal Executive Officer)	November 30, 2012

* Richard H. Fearon	Vice Chairman and Chief Financial and Planning Officer (Principal Financial Officer)	November 30, 2012

* Billie K. Rawot	Senior Vice President and Controller (Principal Accounting Officer)	November 30, 2012

* George S. Barrett	Director	November 30, 2012

* Todd M. Bluedorn	Director	November 30, 2012

* Christopher M. Connor	Director	November 30, 2012

* Michael J. Critelli	Director	November 30, 2012

* Charles E. Golden	Director	November 30, 2012

* Arthur E. Johnson	Director	November 30, 2012

* Ned C. Lautenbach	Director	November 30, 2012

* Deborah L. McCoy	Director	November 30, 2012

* Gregory R. Page	Director	November 30, 2012



*By		/s/ Lizbeth L. Wright
		Lizbeth L. Wright, Attorney-in-Fact for the Officers and Directors signing in the capacities indicated

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the persons who administer the Eaton Savings Plan have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 30 ^th day of November 2012.


EATON SAVINGS PLAN

By:	/s/ Gordon B. Harman
	Name:	Gordon B. Harman
	Title:	Authorized Representative of the Eaton Corporation plc Pension Administration Committee

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the persons who administer the Eaton Personal Investment Plan have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 30 ^th day of November 2012.


EATON PERSONAL INVESTMENT PLAN

By:	/s/ Gordon B. Harman
	Name:	Gordon B. Harman
	Title:	Authorized Representative of the Eaton Corporation plc Pension Administration Committee

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the persons who administer the Eaton Puerto Rico Retirement Savings Plan have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 30 ^th day of November 2012.


EATON PUERTO RICO RETIREMENT SAVINGS PLAN

By:	/s/ Gordon B. Harman
	Name:	Gordon B. Harman
	Title:	Authorized Representative of the Eaton Corporation plc Pension Administration Committee

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the persons who administer the Cooper Retirement Savings and Stock Ownership Plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 30 ^th day of November 2012.


COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

By:	/s/ Gordon B. Harman
	Name:	Gordon B. Harman
	Title:	Authorized Representative of the Eaton Corporation plc Pension Administration Committee

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

4.1*		Certificate of Incorporation of Eaton Corporation plc

4.2*		Amended and Restated Memorandum and Articles of Association of Eaton Corporation plc

4.3*		Specimen Share Certificate of Eaton Corporation

4.4*		Amended and Restated 2012 Stock Plan

4.5*		Second Amended and Restated 2009 Stock Plan

4.6*		Amended and Restated 2008 Stock Plan

4.7*		Amended and Restated 2004 Stock Plan

4.8*		Amended and Restated 2002 Stock Plan

4.9*		Amended and Restated 1998 Stock Plan

4.10*		Amended and Restated 1995 Stock Plan

4.11*		Eaton Incentive Compensation Deferral Plan II

4.12*		Eaton Corporation Deferred Incentive Compensation Plan II

4.13*		2005 Non-Employee Director Fee Deferral Plan

4.14*		Eaton Savings Plan

4.15*		Eaton Personal Investment Plan

4.16*		Eaton Puerto Rico Retirement Savings Plan

4.17*		Cooper Retirement Savings and Stock Ownership Plan

5.1*		Opinion of A&L Goodbody

5.2*		Opinion of Simpson Thacher & Bartlett LLP

5.3		The Company’s Ordinary Shares offered and sold pursuant to the Eaton Savings Plan, the Eaton Personal Investment Plan and the Eaton Puerto Rico Retirement Savings Plan (collectively, the “ Eaton Savings Plans ”) are purchased by the respective administrators of the Eaton Savings Plans in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Eaton Savings Plans, no opinion of counsel regarding the legality of the securities registered hereunder for those plans is required. Other than the Ordinary Shares the Company has agreed to issue to the Cooper Retirement Savings and Stock Ownership Plan (the “ Cooper Savings Plan ” and, together with the Eaton Savings Plans, the “ Savings Plans ”), in an amount not to exceed 4,000,000 shares (the “ Subscribed Shares ”), the Company’s Ordinary Shares offered and sold pursuant to the Cooper Savings Plan are purchased by the Cooper’s Savings Plan’s administrator in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Cooper Savings Plans other than the Subscribed Shares, the opinion of counsel regarding the legality of the securities being registered hereunder for such plan only covers such newly issued Ordinary Shares.



		Pursuant to Item 8(b) of Form S-8, in lieu of an opinion of counsel or determination letter contemplated by 601(b)(5) of Regulation S-K, the Company hereby undertakes that it has submitted or will submit the Savings Plans to the Internal Revenue Service (“IRS”) in a timely manner for a determination letter that the Savings Plans are qualified under Section 401 of the Internal Revenue Code of 1986, as amended, and will make all changes required by the IRS in order to so qualify the Savings Plans.

23.1*		Consent of A&L Goodbody (included as part of Exhibit 5.1)

23.2*		Consent of Simpson Thacher & Bartlett (included as part of Exhibit 5.2)

23.3*		Consent of Ernst & Young LLP, independent registered public accounting firm for Eaton Corporation plc

23.4*		Consent of Ernst & Young LLP, independent registered public accounting firm for Eaton Corporation

23.5*		Consent of Ernst & Young LLP, independent registered public accounting firm for Cooper Industries plc

23.6*		Consent of Meaden & Moore, Ltd., independent registered public accounting firm

24*		Powers of Attorney

*	Filed herewith

Exhibit 4.1


8088912/1

Number 512978

Certificate of Incorporation

I hereby certify that

ABEIRON LIMITED

is this day incorporated under

the Companies Acts 1963 to 2009,

and that the company is limited.

Given under my hand at Dublin, this

Thursday, the 10th day of May, 2012

LOGO

for Registrar of Companies


Certificate handed to/posted to:*		Catherine Power
		70 Sir John Rogerson’S Quay
		Dublin 2


Signed:						Date:		10-5-12

*	Delete as appropriate

8110629/1

Number 512978

Certificate of Incorporation

on change of name

I hereby certify that

ABEIRON LIMITED

having, by a Special Resolution of the Company,

and with the approval of the Registrar of Companies,

changed its name, is now incorporated as

a limited company under the name

EATON CORPORATION LIMITED

and I have entered such name on the Register accordingly.

Given under my hand at Dublin, this

Wednesday, the 30th day of May, 2012

LOGO

for Registrar of Companies

Certificate handed to/posted to*:


Signed:						Date:		30-5-12

*	Delete as appropriate

8391624/1

Number 512978

Certificate of Incorporation

on re-registration as a public limited company

I hereby certify that

EATON CORPORATION PUBLIC LIMITED COMPANY

has this day been re-registered under the

Companies Acts 1963 to 2012 and

that the company is a public limited company.

Given under my hand at Dublin, this

Thursday, the 15th day of November, 2012

LOGO

for Registrar of Companies

Certificate handed to/posted to*:

Matheson

70 Sir John Rogerson’S Quay

Dublin 2


Signed:						Date:		16/11/2012

*	Delete as appropriate

Exhibit 4.2

Companies Acts 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

EATON CORPORATION PUBLIC LIMITED COMPANY

Incorporated the 10th day of May, 2012

Companies Acts 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

-of-

EATON CORPORATION PUBLIC LIMITED COMPANY


1.	The name of the Company is Eaton Corporation Public Limited Company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:

	3.1	To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s Board and to exercise its powers as a shareholder of other companies.

	3.2	To carry on all or any of the businesses of producers, manufacturers, servicers, buyers, sellers, and distributing agents of and dealers in all kinds of goods, products, merchandise and real and personal property of every class and description; and to acquire, own, hold, lease, sell, mortgage, or otherwise deal in and dispose of such real estate and personal property as may be necessary or useful in connection with said business or the carrying out of any of the purposes of the Company.

	3.3	To exercise and enforce all rights and powers conferred to or incidental upon the ownership of any shares, stock obligations or other securities acquired by the Company including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the


				Company of such special proportion of the issued or nominal amount thereof and to provide managerial and other executive, supervisory and consultant services for or in relation to any corporation in which the Company is interested upon such terms as may be thought fit.

		3.4		To acquire any such shares and other securities as are mentioned in the preceding paragraphs by subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

		3.5		To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any and all other activities of, and to act as financial advisers and consultants to, any corporation or corporations now or hereafter incorporated or acquired which may be or may become a Group Company of, or an Affiliate of or to any corporation or corporations now or hereafter incorporated or acquired (which are not Group Companies) with which the Company may be or may become associated.

		3.6		To provide financing and financial investment, management and advisory services to any Group Company or Affiliate, which shall include granting or providing credit and financial accommodation, lending and making advances with or without interest to any Group Company or Affiliate and lending to or depositing with any bank funds or other assets to provide security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such Group Company or Affiliate by such bank.

		3.7		To lease, acquire by purchase or otherwise and hold, sell, dispose of and deal in real property and in personal property of all kinds wheresoever situated.

		3.8		To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.

		3.9		To acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any business that the Company is authorised to carry on.

		3.10		To apply for, register, purchase, lease, acquire, hold, use, control, license, sell, assign or dispose of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.


		3.11		To enter into partnership, merger, consolidation, amalgamation or into any arrangement for sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person carrying on or engaged in or about to carry on or engage in any business or transaction that the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to benefit the Company.

		3.12		To take or otherwise acquire and hold securities in any other corporation.

		3.13		To lend money to any employee or to any person having dealings with the Company or any Group Company or with whom the Company or any Group Company proposes to have dealings or to any other corporation (including any Group Company) any of whose shares are held directly or indirectly by the Company or any Group Company.

		3.14		To apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority, corporation or public body may be empowered to grant, and to pay for, aid in and contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto and to enter into any arrangements with any governments, authorities or public bodies, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them.

		3.15		To perform any duty or duties imposed on the Company by or under any enactment and to exercise any power conferred on the Company by or under any enactment.

		3.16		To incorporate or cause to be incorporated any one or more subsidiaries (within the meaning of Section 155 of the Companies Act 1963) of the Company for the purpose of carrying on any business.

		3.17		To establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the benefit of employees, directors and/or consultants or former employees, directors and/or consultants of the Company or its predecessors or any of its subsidiary or associated companies, or the dependants or connections of such employees, directors and/or consultants or former employees, directors and/or consultants and grant gratuities, pensions and allowances, including the establishment of share option schemes, enabling employees, directors and/or consultants of the Company or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance or for any object similar to those set forth in this paragraph.

		3.18		To issue securities of the Company (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities) directly to any employees of the Company or Group Company, in consideration for employment or other services performed by those employees and to establish and support or aid in


				the establishment and support of associations, institutions, funds or trusts for the benefit of employees, directors or consultants or former employees, directors or consultants of the Company or its predecessors or any Group Companies or Affiliates, or the dependants or connected persons of such employees, directors or consultants or former employees, directors or consultants and grant gratuities, pensions and allowances, including the establishment of share option schemes or employee share schemes, enabling employees, directors or consultants of the Company or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance or for any object similar to those set forth in this paragraph.

		3.19		To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company’s employees or the employees of any Group Companies or Affiliates and to lend or otherwise provide money to the trustees of such schemes or the Company’s employees or the employees of any Group Companies or Affiliates to enable them to purchase shares of the Company.

		3.20		To grant bonuses to any person or persons who are or have been in the employment of the Company or any Group Companies or Affiliates or any person or persons who are or have been directors of, or consultants to, the Company or any of its Group Companies or Affiliates.

		3.21		To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company or of any Group Company or Affiliate of shares in the Company.

		3.22		To subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition or for any public, general or useful objects.

		3.23		To promote any corporation for the purpose of acquiring or taking over any of the property and liabilities of the Company or any Group Company or Affiliate or for any other purpose that may benefit the Company or any Group Company or Affiliate.

		3.24		To purchase, lease, take in exchange, hire or otherwise acquire any personal property and any rights or privileges that the Company considers necessary or convenient for the purposes of its business.

		3.25		To construct, maintain, alter, renovate and demolish any buildings or works necessary or convenient for its objects.

		3.26		To construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works, shops, stores and other works and conveniences that may advance the interests of the Company or any Group Company or Affiliate and


				contribute to, subsidise or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof.

		3.27		To raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the performance or fulfilment of any contracts or obligations of any person, and in particular guarantee the payment of the principal of and interest on the debt obligations of any such person.

		3.28		To guarantee, support, secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm, or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the 1963 Act, or a subsidiary as therein defined of any such holding company or otherwise associated by the Company in business.

		3.29		To borrow or raise finance or secure the payment of money (including money in a currency other than the currency of Ireland) in such manner as the Company shall think fit and in particular by the issue of debentures or any other securities (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities), perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its unissued capital or otherwise and to purchase, redeem or pay off any such securities.

		3.30		To enter into, invest or engage in, acquire, hold or dispose of any financial instruments or risk management instruments, whether or not of a type currently in existence, and currency exchange, interest rate or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity), including securities in respect of which the return or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps and hedges (including credit default, interest rate and currency swaps and hedges of any kind whatsoever), options contracts, contracts for differences, commodities (including bullion and other precious metals), forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities, dealings in foreign currency, spot and forward rate exchange contracts, caps, floors, collars, and any other foreign exchange, interest rate or commodity or index linked arrangements, and such other instruments whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or the termination of any such transactions.


		3.31		To carry on the business of financing and re-financing whether asset based or not (including financing and re-financing of financial assets), including managing financial assets with or without security in whatever currency including financing or re-financing by way of loan, acceptance credits, commercial paper, euro medium term bonds, euro bonds, asset-backed securities, securitisation, synthetic securitisation, collateralised debt obligations, bank placements, leasing, hire purchase, credit sale, conditional sale, factoring, forfeiting, invoice discounting, note issue facilities, project financing, bond issuances, participation and syndications, assignment, novation, factoring, discounting, participation, sub-participation, derivative contracts, securities/stock lending contracts, repurchase agreements or other appropriate methods of finance and to discount mortgage receivables, loan receivables and lease rentals for persons wherever situated in any currency whatsoever, and to do all of the foregoing as principal, agent or broker.

		3.32		To remunerate any person or corporation for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company or of any Group Company or Affiliate or in or about the formation or promotion of the Company, any Group Companies or Affiliate or the conduct of their business.

		3.33		To draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments.

		3.34		To sell, lease, exchange or otherwise dispose of the undertaking of the Company or any part thereof as an entirety or substantially as an entirety for such consideration as the Company thinks fit.

		3.35		To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property of the Company in the ordinary course of its business.

		3.36		To adopt such means of making known the products of the Company or of any Group Company or Affiliate as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes and rewards and making donations.

		3.37		To cause the Company to be registered and recognised in any foreign jurisdiction, and designate persons therein according to the laws of that foreign jurisdiction or to represent the Company and to accept service for and on behalf of the Company of any process or suit.

		3.38		To allot and issue fully-paid shares of the Company in payment or part payment of any property purchased or otherwise acquired by the Company or for any past services performed for the Company or any Group Company.


		3.39		To distribute among the members of the Company in cash, kind, specie or otherwise as may be resolved, by way of dividend, bonus or in any other manner considered advisable, any property of the Company, subject always to the provisions of the Companies Acts 1963 to 2012 and any other applicable laws.

		3.40		To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company’s or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation, which may be thought detrimental to the interests of the Company or any Group Companies or its or their employees and to subscribe to any association or fund for any such purposes.

		3.41		To establish agencies and/or branches.

		3.42		To take or hold mortgages, hypothecations, liens and charges to secure payment of the purchase price, or of any unpaid balance of the purchase price, of any part of the property of the Company of whatsoever kind sold by the Company, or for any money due to the Company from purchasers and others and to sell or otherwise dispose of any such mortgage, hypothecation, lien or charge.

		3.43		To pay all costs and expenses of or incidental to the incorporation and organisation of the Company.

		3.44		To invest and deal with the moneys of the Company not immediately required for the other objects of the Company in such manner as may be determined.

		3.45		To do any of the things authorised by this memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others.

		3.46		To do all such other things as are incidental or conductive to the attainment of the objects and the exercise of the powers of the Company.

		3.47		To make voluntary dispositions of all or any part of the property and rights of the Company and to make gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.

		3.48		To receive voluntary dispositions of all or any part of the property and rights of any other corporation and to receive gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.

		3.49		To the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purchase of shares in or debentures of the Company or any corporation which is at any given time the Company’s holding company.


	3.50	To reduce the share capital of the Company in any manner permitted by law.

	3.51	To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

	NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.

	NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to have the same meaning as the word “corporation” as defined in the articles of association of the Company.

4.	The liability of the members is limited.

5.	The share capital of the Company is $7,610,000 and €40,000 divided into 750,000,000 Ordinary Shares of $0.01 each, 10,000,000 Serial Preferred Shares of $0.01 each, 10,000 A Preferred Shares of $1.00 each and 40,000 Euro Deferred Shares of €1.00 each.

6.	For the purposes of this memorandum of association, (a) the terms “corporation”, “Group Company” and “Affiliate” have the meanings ascribed to such terms in the articles of association of the Company, (b) the words “including” and “includes” shall be deemed to be followed by the words “without limitation,” and (c) unless a clear contrary intention appears, the word “or” shall be deemed to be used in the inclusive sense of “and/or.”

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.


Names, addresses and descriptions				Number of shares
of Subscribers				taken by each
				Subscriber


Patrick Spicer				One

For and on behalf of MATSACK NOMINEES LIMITED
70 Sir John Rogerson’s Quay,
Dublin 2.

Body Corporate


Total shares taken				One


Dated 4 ^th day of May 2012

Witness to the above signature:


Name: Sean Forde

Address:		70 Sir John Rogerson’s Quay
		Dublin 2

Occupation: Company Secretary

Companies Acts 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

EATON CORPORATION PUBLIC LIMITED COMPANY

(AS MOST RECENTLY AMENDED BY SPECIAL RESOLUTION DATED 27 NOVEMBER 2012)

TABLE OF CONTENTS


	Page

PRELIMINARY		13
REGISTERED OFFICE		18
SHARE CAPITAL AND VARIATION OF RIGHTS		18
SHARES – ALLOTMENTS AND ISSUANCES		29
COMPANY PURCHASES		31
INCREASE OF CAPITAL		31
ALTERATION OF CAPITAL		31
REDUCTION OF CAPITAL		32
THE MERGER		32
CERTIFICATES		34
LIEN		34
CALLS ON SHARES		35
FORFEITURE		36
REGISTER OF SHAREHOLDERS		37
REGISTER OF DIRECTORS AND SECRETARY		38
TRANSFER OF SHARES		38
TRANSMISSION OF SHARES		40
GENERAL MEETINGS		41
NOTICE OF GENERAL MEETINGS		42
PROCEEDINGS AT GENERAL MEETINGS		43
VOTING		48
PROXIES AND CORPORATE REPRESENTATIVES		49
APPOINTMENT OF DIRECTORS		52
RESIGNATION, REMOVAL AND DISQUALIFICATION OF DIRECTORS		56
DIRECTORS’ REMUNERATION AND EXPENSES		56
DIRECTORS’ INTERESTS		56
POWERS OF THE BOARD		57
DELEGATION OF THE BOARD’S POWERS		58
PROCEEDINGS OF THE BOARD		59
OFFICERS AND EXECUTIVES		60
MINUTES		61
SECRETARY		61


THE SEAL			62
DIVIDENDS AND OTHER PAYMENTS			62
RESERVES			64
CAPITALISATION OF RESERVES			64
RECORD DATES			66
SERVICE OF NOTICES AND OTHER DOCUMENTS			67
SHAREHOLDER RIGHTS PLAN			69
WINDING UP			69
INDEMNIFICATION			70
UNTRACED SHAREHOLDERS			73

PRELIMINARY


1.		The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.

2.		In these articles, unless the context otherwise requires:

		“ 1963 Act ” means the Companies Act 1963;

		“ 1983 Act ” means the Companies (Amendment) Act 1983;

		“ 1990 Act ” means the Companies Act 1990;

		“ A Preferred Shares ” means the A preferred shares of nominal value $1.00 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles;

		“ Abeiron II ” means a private limited liability company incorporated in Ireland under registration number 513275;

		“ acquiring corporation ” in a combination means the corporation whose voting shares are issued or transferred by it or its subsidiary or subsidiaries to the transferor corporation or corporations or the shareholders of the transferor corporation or corporations; and acquiring corporation in a majority share acquisition means the corporation whose voting shares are issued or transferred by it or its subsidiary or subsidiaries in consideration for shares of another corporation entitling the acquirer of the shares to exercise a majority of the voting power in the election of Directors of such corporation;

		“ address ” includes, any number or address used for the purposes of communication by way of electronic mail or other electronic communication;

		“ Affiliate ” of any person means any other person that directly or indirectly controls, is controlled by, or is under common control with, such person;

		“ Assistant Secretary ” means any person appointed and so designated by the Secretary or the Board to assist the Secretary (and specific references in these articles to functions that may be performed by an Assistant Secretary do not limit such general role of assisting the Secretary);

		“ Auditor ” or “ Auditors ” means the auditor or auditors at any given time of the Company;

		“ beneficial ownership ” means “beneficial ownership” as that term is defined in Rule 13d-3 promulgated under the Exchange Act and “ beneficial owner ” and variants thereof, will be interpreted accordingly;

		“ Board ” means the board of Directors at any given time of the Company;


		“ clear days ” means, for purposes of any period of notice required to be given under these articles, the days between (and in each case excluding) (i) the day when the notice is given or deemed to be given and (ii) the day of the event for which such notice is given or on which such notice is to take effect;

		“ combination ” means a transaction, other than a merger or consolidation wherein voting shares of a corporation are issued or transferred in consideration in whole or in part for the transfer to itself or to one or more of its subsidiaries, of all or substantially all the assets of one or more corporations, with or without goodwill or the assumption of liabilities;

		“ Companies Acts ” means the Companies Acts 1963 to 2012, and all statutory instruments which are to be read as one with, or construed, or to be read together with such Acts;

		“ Company ” means the company whose name appears in the heading to these articles;

		“ corporation ” means any body corporate, corporation, company, partnership, limited liability company or other legal entity;

		“ Director ” means a Director at any given time of the Company;

		“ dividend ” includes interim dividends and/or bonus dividends;

		“ Eaton Corporation ” means an Ohio corporation which prior to the adoption of these articles was listed (ticker symbol “ETN”) on the New York Stock Exchange and the Chicago Stock Exchange.

		“EHC” means Turlock B.V., a private limited liability company incorporated in the Netherlands, registered with the trader register of the Dutch Chamber of Commerce under file number 08169375, which is a direct wholly owned subsidiary of Abeiron II;

		“ electronic communication ” has the meaning given to those words in the Electronic Commerce Act 2000;

		“ electronic signature ” has the meaning given to those words in the Electronic Commerce Act 2000;

		“ EUR ”, “ € ” and “ euro ” mean the currency of Ireland;

		“ Euro Deferred Shares ” means deferred ordinary shares of nominal value €1.00 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles;

		“ Exchange Act ” means the Securities Exchange Act of 1934 of the United States of America;


		“ Governmental Entity ” means any government or subdivision thereof, or governmental, judicial, legislative, tax, administrative or regulatory authority or body, whether of Ireland or elsewhere;

		“ Group Company ” or “ Group Companies ” means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding company;

		“ majority share acquisition ” except as specifically defined elsewhere in these articles means the acquisition of shares of a corporation entitling the acquirer of the shares to exercise a majority of the voting power in the election of Directors of such corporation without regard to the voting power that may thereafter exist upon a default, failure, or other contingency by a corporation in consideration in whole or in part, for the issuance or transfer of its voting shares;

		“ Merger ” means the merger of Eaton Corporation with and into MergerSub, with Eaton Corporation surviving the merger as a wholly owned subsidiary of the Company;

		“ MergerSub ” means Turlock Corporation, a company incorporated in Ohio;

		“ Ordinary Resolution ” means a resolution of the Shareholders passed by a simple majority of the votes cast by those present in person or by proxy at a meeting and who are entitled to vote (or, if in writing, signed by all of the Shareholders entitled to attend and vote) at such meeting;

		“ Ordinary Shares ” means ordinary shares of nominal value $0.01 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles;

		“ person entitled by transmission ” means a person whose entitlement to a share arises in consequence of the death or bankruptcy of a Shareholder or in any way other than by transfer;

		“ public announcement ” means disclosure in a press release reported by the Dow Jones News Service or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act, or furnished to Shareholders;

		“ Redeemable Shares ” means shares in the capital of the Company that are redeemable in accordance with the provisions of these articles or the terms of issue of such class or series of shares;

		“ Register ” means the register of members of the Company;

		“ Registered Office ” means the registered office at any given time of the Company;

		“ Seal ” means the common seal of the Company and includes any duplicate seal, securities seal or seal for use abroad;


		“ Secretary ” means any person appointed to perform the duties of the secretary of the Company, or if there are joint secretaries, any of the joint secretaries;

		“ Serial Preferred Shares ” means the serial preferred shares of nominal value $0.01 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles;

		“ Share ” and “ share ” means, unless specified otherwise or the context otherwise requires, any share in the capital of the Company;

		“ Shareholder ” means in relation to any share, the person whose name is entered in the Register as the holder of the share or, where the context permits, the persons whose names are entered in the Register as the joint holders of shares;

		“ Shareholder Associate ” of any Shareholder means (1) any person controlling, directly or indirectly, or acting in concert with, the Shareholder; (2) any beneficial owner of securities of the Company owned of record or beneficially by the Shareholder, and (3) any person controlling, controlled by or under common control with the Shareholder Associate;

		“ Special Resolution ” means a special resolution of the Shareholders within the meaning of Section 141 of the 1963 Act;

		“ subsidiary ” and “ holding company ” have the meanings given to those words in Section 155 of the 1963 Act, except that references in that Section to a company shall include any corporation or other legal entity, whether incorporated or established in Ireland or elsewhere;

		“ treasury shares ” shall have the meaning given to those words in Section 209 of the 1990 Act;

		“ US dollars ”, “ US$ ” or “ $ ” means United States dollars, the currency of the United States of America;

		“ US Holdco ” means Eaton Inc., a company incorporated in Ohio, which is a direct wholly owned subsidiary of EHC; and

		“ Variation Resolution ” means a resolution of the Shareholders of any class or series of Shares (1) passed by a two-thirds majority of those present in person or by proxy at a separate meeting of the Shareholders of such class or series of Shares and who are entitled to attend and vote at such meeting or (2) in writing signed by all of the Shareholders of such class or series of Shares.

3.		For the purposes of these articles, unless specified otherwise, a contrary intention appears or the context otherwise requires:


		(a)		a corporation shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to these articles or the Companies Acts, is present;

		(b)		words importing only the singular number include the plural number and vice versa, and words importing only one gender include the other gender;

		(c)		the words “including” and “includes” and any similar words shall be deemed to be followed by the words “without limitation”;

		(d)		the word “or” shall be deemed to be used in the inclusive sense of “and/or”;

		(e)		except as otherwise specified, the words “herein” and “hereof” and words of similar import shall be deemed to refer to these articles as a whole rather than to any particular portion of these articles;

		(f)		references to the “terms of issue” of Shares shall be deemed to mean the terms of issue of those Shares (including, where applicable, the rights attaching to such Shares as set out in these articles) as they may be varied from time to time in accordance with these articles;

		(g)		references to a person include any natural person, corporation or other body of persons, whether corporate or not, any trust and any Governmental Entity;

		(h)		references to writing shall be construed as including references to printing, lithography, photography, electronic mail and any other modes of representing or reproducing words in a visible form;

		(i)		a reference to anything being done by electronic means includes its being done by means of any electronic, telephonic or other communications equipment or facilities and references to any communication being delivered or received, or being delivered or received at a particular place, include the transmission of an electronic, telephonic or similar communication, and to a recipient identified in such manner or by such means, as the Board may from time to time approve or prescribe, either generally or for a particular purpose;

		(j)		references to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the authenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particular purpose;

		(k)		references to a dividend include any dividend or distribution, in cash or by the distribution of assets, paid or distributed to Shareholders out of the profits of the Company available for distribution;

		(l)		any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning by these articles, have the same meaning in these articles;


	(m)	any reference to any specific statute, statutory provision, act, statutory instrument and other legislation is to legislation operative in Ireland unless otherwise specified;

	(n)	except as otherwise specified herein, (i) any reference to any statute, statutory provision, act, statutory instrument or other legislation (whether of Ireland or elsewhere) includes a reference to any modification or re-enactment of it as then in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and then in force, and (ii) any reference to any rule, regulation or order made under any statute, statutory provision, act, statutory instrument or other legislation includes a reference to any modification or replacement of such rule, regulation or order then in force; and

	(o)	the provisions of these articles shall insofar as they relate to any right of Shareholders to receive notice of, attend and vote at general meetings (or pass resolutions in writing in lieu of a vote at a general meeting), relate only to holders of Ordinary Shares or any other class or series of shares which, by virtue of these articles or the terms of the issue of such shares, expressly carry the general right to vote at general meetings of the Company and exclude shares which entitle the holders to vote only in limited circumstances or upon the occurrence of a specified event or condition (whether or not those circumstances have arisen or that event or condition has occurred) and any provision of these articles relating to Special Resolutions, Ordinary Resolutions and the respective voting and approval thresholds attaching thereto will be interpreted accordingly.

REGISTERED OFFICE

4.	The Registered Office shall be at such place in Ireland as the Board from time to time shall decide.

SHARE CAPITAL AND VARIATION OF RIGHTS

5.	(a)	Without prejudice to the power of the Board to issue and allot shares pursuant to the following articles, the authorised share capital of the Company at the date of adoption of these articles is $7,610,000 and €40,000 divided into 750,000,000 Ordinary Shares of $0.01 each, 10,000,000 Serial Preferred Shares of $0.01 each, 10,000 A Preferred Shares of $1.00 each and 40,000 Euro Deferred Shares of €1.00 each.

	(b)	The Ordinary Shares shall entitle the holders thereof to the following rights:

		(i)	as regards dividends:

			after making all necessary provisions, where relevant, for payment of any preference dividend in respect of any preference shares in the Company then in issue, the Company shall apply any profits or reserves which the Board resolves to distribute in paying such profits or reserves to the holders of the Ordinary Shares in respect of their holdings of such shares pari passu and pro rata to the number of Ordinary Shares held by each of them;


	(ii)	as regards capital:

		on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Ordinary Shares shall be entitled to be paid the surplus assets of the Company remaining after payment of its liabilities (subject to the rights of the holders of any preference shares in the Company then in issue, having preference rights on a return of capital) in respect of their holdings of Ordinary Shares pari passu and pro rata to the number of Ordinary Shares held by each of them;

	(iii)	as regards general meetings:

		the holders of the Ordinary Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company and every such holder present in person or by proxy shall have one vote for each Ordinary Share held by him;

	(iv)	as regards redemption:

		(A) if an Ordinary Share is not listed on a recognised stock exchange within the meaning of the 1990 Act, it shall be automatically converted into a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade (“arrangement”) between the Company and any person (who may or may not be a Shareholder) pursuant to which the Company acquires or will acquire Ordinary Shares, or an interest in Ordinary Shares, from the relevant person. In these circumstances, the Ordinary Share concerned shall have the same characteristics as any other Ordinary Share in accordance with these articles save that it shall be redeemable in accordance with the arrangement. The acquisition of such Ordinary Shares in accordance with this clause (iv)(A) by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act; and

		(B) if an Ordinary Share is listed on a recognised stock exchange within the meaning of the 1990 Act, the provisions of clause (iv)(A) shall apply unless the Board resolves, prior to the existence or creation of any relevant arrangement, that the arrangement concerned is to be treated as an acquisition of shares pursuant to article 7, in which case the arrangement shall be so executed.

(c)	The special rights conferred upon the holders of any shares or class or series of shares shall not, unless otherwise expressly provided in the terms of issue of such shares, be deemed to be varied by the creation or issue or redemption of (existing or further) shares ranking pari passu with them.

(d)	Notwithstanding any other provision of these articles, the nominal value of the issued share capital of the Company which is not redeemable will in no event be less than one tenth of the nominal value of the total issued share capital of the Company.


(e)	Euro Deferred Shares:

	(i)	The holders of the Euro Deferred Shares shall not be entitled to receive any dividend or distribution and shall not be entitled to receive notice of, nor to attend, speak or vote at any meeting of some or all of the Shareholders of the Company. On a return of assets, whether on liquidation or otherwise, the Euro Deferred Shares shall entitle the holder thereof only to the repayment of the amounts paid up on such shares after repayment of the capital paid up on the Ordinary Shares plus the payment of $5,000,000 on each of the Ordinary Shares and the holders of the Euro Deferred Shares (as such) shall not be entitled to any further participation in the assets or profits of the Company.

	(ii)	The Special Resolution passed on the date of adoption of these articles (the “ Adoption Date ”) shall be deemed to confer irrevocable authority on the Company at any time after the Adoption Date:

		(A)	to acquire all or any of the fully paid Euro Deferred Shares otherwise than for valuable consideration in accordance with Section 41(2) of the 1983 Act and without obtaining the sanction of the holders thereof;

		(B)	to appoint any person to execute on behalf of the holders of the Euro Deferred Shares remaining in issue (if any) a transfer thereof and/or an agreement to transfer the same otherwise than for valuable consideration to the Company or to such other person as the Company may nominate;

		(C)	to cancel any acquired Euro Deferred Shares; and

		(D)	pending such acquisition and/or transfer and/or cancellation to retain the certificate (if any) for such Euro Deferred Shares.

	(iii)	In accordance with Section 43(3) of the 1983 Act the Company shall, not later than three years after any acquisition by it of any Euro Deferred Shares as aforesaid, cancel such shares (except those which, or any interest of the Company in which, it shall have previously disposed of) and reduce the amount of the issued share capital by the nominal value of the shares so cancelled and the Directors may take such steps as are requisite to enable the Company to carry out its obligations under that subsection without complying with Sections 72 and 73 of the 1963 Act including passing resolutions in accordance with Section 43(5) of the 1983 Act.

	(iv)	Neither the acquisition by the Company otherwise than for valuable consideration of all or any of the Euro Deferred Shares nor the redemption thereof nor the cancellation thereof by the Company in accordance with this article shall constitute a variation or abrogation of the rights or privileges attached to the Euro Deferred Shares, and accordingly the Euro Deferred


		Shares or any of them may be so acquired, redeemed and cancelled without any such consent or sanction on the part of the holders thereof. The rights conferred upon the holders of the Euro Deferred Shares shall not be deemed to be varied or abrogated by the creation of further shares ranking in priority thereto or pari passu therewith.

(f)	Serial Preferred Shares:

	(i)	Issuance in Series: The Serial Preferred Shares may be issued from time to time in series. All Serial Preferred Shares shall be of equal rank and shall be identical, except in respect of matters that may be fixed by the Board as herein provided, and each share of a particular series shall be identical with all other shares of such series, except that in the case of series on which dividends are cumulative the dates from which dividends are cumulative may vary to reflect differences in the dates of issue. Subject to the provisions of articles 5(f)(ii)-(viii) both inclusive, of this article 5(f), which provisions shall apply to all Serial Preferred Shares, the Board is hereby authorised to cause Serial Preferred Shares to be issued in one or more series, and with respect to each such series and prior to the issuance thereof, to fix:

		(A)	the designation of the series, which may be by distinguishing number, letter or title;

		(B)	the number of shares of the series, which number the Board may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then in issue), the shares reclassified from any series to be available for reissuance in other series;

		(C)	the dividend rate of the series;

		(D)	the dates on which dividends, if declared, shall be payable, and in the case of series on which dividends are cumulative the dates from which dividends shall be cumulative;

		(E)	the redemption rights and price or prices, if any, for shares of the series;

		(F)	subject to the Companies Acts, the terms, conditions, and amount of any sinking fund provided for the purchase or redemption of the shares of the series;

		(G)	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company;

		(H)	whether the shares of the series shall be convertible into Ordinary Shares or shares of any other series or class, and, if so, the conversion


		price or prices and the adjustments thereof, and all other terms and conditions upon which such conversion may be made; and

	(I)	restrictions (in addition to those set forth in article 5(f)(vi)(G) and article 5(f)(vi)(H)) of this article 5(f)) on the issuance of shares of the same series of or any other class or series.

(ii)	Dividend Rights:

	(A)	The holders of Serial Preferred Shares of each series, in preference to the dividend rights of any other class of shares of the Company shall be entitled to receive out of any funds legally available for distribution and when and as declared by the Board, dividends in cash at the rate for such series fixed in accordance with the provisions of article 5(f)(i), and no more, payable quarterly on the dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series.

	(B)	No dividend for any quarterly dividend period shall be paid upon or declared and reserved for any of the Serial Preferred Shares for any quarterly dividend period unless:

		(1)	as to each series of Serial Preferred Shares entitled to cumulative dividends, dividends for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and

		(2)	as to all series of Serial Preferred Shares, dividends for the current dividend period shall have been paid or have been declared and a sum sufficient for the payment thereof set apart rateably in accordance with the amounts which would be payable as dividends on the shares of the respective series for the current dividend period if all dividends for the current dividend period were declared and paid in full.

	(C)	No dividend in respect of past dividend periods shall be paid upon or declared and set apart for payment on any of the Serial Preferred Shares entitled to cumulative dividends unless there shall or have been declared and set apart for payment on all issued Serial Preferred Shares entitled to cumulative dividends, dividends for past dividend periods rateably in accordance with the amounts which would be payable on the shares of the series entitled to cumulative dividends if all dividends due for all past dividend periods were declared and paid in full.

(iii)	Dividends and Acquisition of Shares:

(A)

So long as any Serial Preferred Shares are in issue, no dividend, shall (except a dividend payable in Ordinary Shares or in any other shares of the Company ranking junior to the Serial Preferred Shares, and/or except for any dividend in respect of the A Preferred Shares), be paid or declared or any distribution be made, except as aforesaid, on the Ordinary Shares or on any other shares of the Company, nor shall any Ordinary Shares or (save for the A Preferred Shares) any other shares of the Company be purchased, redeemed or otherwise acquired by the Company be made (except out of the proceeds of a fresh issue of Ordinary Shares or any other shares of the Company ranking junior to the Serial Preferred Shares) or any payment into a sinking fund with respect to any other shares of the company be made;

(1)

unless in each case all dividends on the Serial Preferred shares for past quarterly dividend periods and the full dividends for the current quarterly dividend period shall have been declared and paid or a sum sufficient for payment thereof set apart; and

(2)

unless in each case there shall be no default with respect to the redemption of Serial Preferred Shares of any series from, and no default with respect to any required payment into, any sinking fund provided for shares of such series in accordance with the provisions of article 5(f)(i).

(iv)

Redemption:

(A)

Subject to the express terms of each series and to the provisions of article 5(f)(vi)(G)(3) and to the provisions of Part XI of the 1990 Act, the Company (i) may from time to time redeem all or any part of the Serial Preferred Shares of any series at the time in issue at the option of the Board at the applicable redemption price for such series fixed in accordance with the provisions of article 5(f)(i), or (ii) shall from time to time make redemptions of the Serial Preferred Shares as may be required to fulfil the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of article 5(f)(i), together in each case with accrued and unpaid dividends to the redemption date.

(B)

Notice of every such redemption shall be mailed, by first-class mail, postage prepaid, to the holders of record of the Serial Preferred Shares to be redeemed at their respective addresses then appearing on the share register of the Company, not less than 30 days nor more than 60 days prior to the date fixed for such redemption. At any time before or after notice has been given as above provided, the Company may deposit the aggregate redemption price of the Serial Preferred Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Dublin,


		Ireland, London, United Kingdom or New York, United States of America, having capital and surplus of more than $5,000,000, named in such notice, directed to be paid to the respective holders of the Serial Preferred Shares so to be redeemed, in amounts equal to the redemption price of all Serial Preferred Shares so to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, or surrender of the stock certificate or certificates held by such holders, and upon the giving of such notice and the making of such deposit such holders shall cease to be Shareholders with respect to such shares, and after such notice shall have been given and such deposit shall have been made such holders shall have no interest in or claim against the Company with respect to such shares except only to receive such money from such bank or trust company, without interest, or the right to exercise, before the redemption date, any unexpired rights of conversion. In case less than all of the issued shares of Serial Preferred Shares are to be redeemed, the Company shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board.

	(C)	If the holders of Serial Preferred Shares which shall have been called for redemption shall not, within six years after such deposit, have claimed the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Company such unclaimed amounts and thereupon such bank or trust company and the Company shall be relieved of all responsibility in respect thereof and to such holders.

	(D)	Any Serial Preferred Shares which are redeemed by the Company pursuant to the provisions of this article 5(f)(iv) and any Serial Preferred Shares which are purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series and any Serial Preferred Shares which are converted in accordance with their express terms shall be cancelled and not reissued. Any Serial Preferred Shares otherwise acquired by the Company shall be restored to the status of authorised and unissued Serial Preferred Shares without serial designation.

(v)	Rights Upon Liquidation:

	(A)	The holders of Serial Preferred Shares of any series shall in case of liquidation, dissolution or winding up of the Company be entitled to receive in full out of the assets of the Company, including its capital, before any amount shall be paid or distributed among the holders of Ordinary Shares or any other shares of the Company with the exception of the A Preferred Shares, the amounts fixed with respect to shares of such series in accordance with article 5(f)(i), plus in any such event an amount equal to all dividends accrued and unpaid


		thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the Company. In case the net assets of the Company legally available therefore are insufficient to permit the payment upon all issued Serial Preferred Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed rateably upon the issued Serial Preferred shares in proportion to the full preferential amount to which each such share is entitled.

	(B)	After payment to holders of Serial Preferred Shares of the full preferential amounts as aforesaid, holders of Serial Preferred Shares as such shall have no right or claim to any of the remaining assets of the Company.

	(C)	In this article “dividends accrued and unpaid” on any share means an amount computed by dividing the annual dividend payable on the share (whether earned, declared, paid or not) by 365 and multiplying the result by the number of days from the date on which dividends on the share first became cumulative through the date of payment of the amount due or the redemption date, as the case may be, and subtracting from the product the sum of dividends paid (without interest) on the share and of dividends declared on the share for whose payment a sufficient sum has been set aside.

	(D)	The merger or consolidation of the Company into or with any other company or corporation, or the merger of any other company or corporation into it, or the sale, lease, or general reorganisation by scheme of arrangement (not being a reorganisation pursuant to an examinership or liquidation or other insolvency event) or conveyance of all or any part of the property or business of the Company, shall not be deemed to be a dissolution, liquidation or winding up of the Company for the purposes of this article 5(f)(v). No purchase, redemption or retirement of any shares of the Company in any manner authorised or permitted by these articles of association shall be considered a reduction of capital within the meaning of this article 5(f)(v).

(vi)	Voting Rights:

	(A)	The holders of Serial Preferred Shares shall be entitled to one vote for each such share upon all matters presented to Shareholders; and, except as otherwise provided herein or required by law, the holders of Serial Preferred Shares and the holders of Ordinary Shares shall vote together as one class on all matters.

	(B)	If, and so often as, the Company shall be in default in the payment of the equivalent of six quarterly dividends (whether or not consecutive)


								on any series of Serial Preferred Shares at the time in issue, whether or not earned or declared, the holders of Serial Preferred Shares of all series voting separately as a class and in addition to all other rights to vote for Directors shall be entitled to elect, as herein provided, two members of the Board; provided, however, that the holders of Serial Preferred Shares shall not have or exercise such special class voting rights except at meetings of the Shareholders for the election of Directors at which the holders of not less than a majority of the issued Serial Preferred Shares of all series are present in person or by proxy; and provided further that the special class voting rights provided for herein when the same shall have become vested shall remain so vested until all dividends on the Serial Preferred Shares of all series then in issue for past quarterly dividend periods and for the current quarterly dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart, whereupon the holders of Serial Preferred Shares shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the re-vesting of such special class voting rights in the event hereinabove specified in this article 5(f)(vi)(B).

						(C)		At any time after such voting power shall have been so vested in the holders of the Serial Preferred Shares, the Secretary may, and, upon the written request of the holders of record of 10% or more of the Serial Preferred Shares then in issue, addressed to him at the Registered Office, shall call a extraordinary general meeting of the holders of the Series Preferred Shares for the election of the Directors to be elected by them as herein provided to be held within 30 days after such call and at the place and upon the notice provided by law and in the Companies Acts for the holding of meetings of Shareholders; provided, however, that the Secretary shall not be required to call such extraordinary general meeting in the case of any such request received less than 90 days before the date fixed for any annual general meeting of Shareholders.

						(D)		If any such extraordinary general meeting required to be called as provided shall not be called by the Secretary within the 30 days after the receipt of any such request, then the holders of record of 10% or more of the Serial Preferred Shares then in issue may designate in writing one of their number to call such meeting, and the person so designated may call such meeting to be held at the place and upon the notice above provided and for that purpose shall have access to the Register. No such extraordinary general meeting and no adjournment thereof shall be held on a date later than 30 days before the annual general meeting of the Shareholders or extraordinary general meeting held in place thereof next succeeding the time when the holders of the Serial Preferred Shares become entitled to elect Directors as above provided. If any such special meeting shall be called as above


	provided, then, by vote of the holders of at least a majority of those Serial Preferred Shares which are present or represented by proxy at such meeting, the then authorised number of Directors of the Company shall be increased by two and at such meeting, the holders of the Serial Preferred Shares shall be entitled to elect the additional Directors so provided for, but any Directors so elected shall not hold office beyond the annual general meeting of the Shareholders or extraordinary general meeting held in place thereof next succeeding the time when the holders of the Serial Preferred Shares become entitled to elect Directors as above provided.

(E)	Whenever the holders of the Serial Preferred Shares shall be divested of the voting power as above provided, the terms of office of all persons elected as Directors by the holders of the Serial Preferred Shares as a class shall forthwith terminate and the number of Directors shall be reduced accordingly.

(F)	The two Directors who may be elected by the holders of Serial Preferred Shares pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Company or require the resignation of any Director elected otherwise than pursuant to such provisions.

(G)	In addition to any requirements of the Companies Acts, the vote or consent of the holders of at least two-thirds of the then issued Serial Preferred Shares, given in person or by proxy, either in writing or at a meeting called for the purpose at which the holders of Serial Preferred Shares shall vote separately as a class, shall be necessary to effect any one or more of the following (but so far as the holders of Serial Preferred Shares are concerned, such action may be effected with such vote or consent):

	(1)	Any amendment, alteration or repeal of any of the provisions of these articles of association or the Company’s memorandum of association which affects adversely the voting powers, rights or preferences of the holders of Serial Preferred Shares; provided, however, that for the purpose of this article (1) only, neither the amendment of these articles of association to authorise, or to increase the authorised or issued number of Serial Preferred Shares or of any class ranking on a parity with or junior to the Serial Preferred Shares, nor the increase by the Shareholders pursuant to these articles of the number of Directors of the Company shall be deemed to affect adversely the voting powers, rights or preferences of the holders of Serial Preferred Shares; and provided, further, that


			if such amendment, alteration or repeal affects adversely the rights or preferences of one or more but not all of the then issued series of Serial Preferred Shares, only the vote or consent of the holders of at least two-thirds of the number of the then issued shares of the series so affected shall be required;

		(2)	The authorisation of, or the increase in the authorised number of, any shares of any class ranking prior to the Serial Preferred Shares;

		(3)	The purchase or redemption (whether for sinking fund purposes or otherwise) of less than all of the then issued Serial Preferred Shares except in accordance with a purchase offer made to all holders of record of Serial Preferred Shares, unless all dividends on all Serial Preferred Shares then issued for all previous quarterly dividend periods shall have been declared and paid or funds thereof set apart and all accrued sinking fund obligations applicable to all Serial Preferred Shares shall have been complied with.

	(H)	The vote or consent of the holders of at least a majority of the then issued Serial Preferred Shares, given in person or by proxy, either in writing or at a meeting called for the purpose at which the holders of Serial Preferred Shares shall vote separately as a class, shall be necessary (but so far as the holders of Serial Preferred Shares are concerned such action may be effected with such vote or consent) to authorise the creation or issue of any shares ranking on a parity with the Serial Preferred Shares or an increase in the authorised number of shares of Serial Preferred Shares.

(vii)	No holder of the Serial Preferred Shares of any series shall be entitled as such as a matter of right to subscribe for or purchase any part of any issue of securities of the Company, of any class whatsoever, or any part of any issue of securities convertible into shares of the Company, of any class whatsoever, and whether issued for cash, property, services, or otherwise.

(viii)	For the purposes of this article 5(f):

	(A)	Whenever reference is made to shares “ranking prior to the Serial Preferred Shares”, such reference shall mean and include all shares of the Company in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation are given preference over the rights of the holders of Serial Preference Shares.


			(B)	Whenever reference is made to shares “ranking junior to the Serial Preferred Shares”, such reference shall mean and include all shares of the Company in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation rank on an equality with the rights of the holders of Serial Preferred Shares.

			(C)	Whenever reference is made to shares “ranking junior to the Serial Preferred Shares”, such reference shall mean and include all shares of the Company in respect of which the rights of the holders thereof as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation are junior or subordinate to the rights of the holders of Serial Preferred Shares.

	(g)	The A Preferred Shares shall entitle the holders thereof to the following rights:

		(i)	as regards dividends:

			the holder of the A Preferred Shares shall be entitled in priority to any payment of dividend on any other class of shares in the Company to be paid a dividend in an amount per A Preferred Share equal to twice the dividend to be paid per Ordinary Share;

		(ii)	as regards capital:

			on a return of assets, whether on liquidation or otherwise, the A Preferred Shares shall entitle the holder thereof to repayment of the capital paid up thereon (including any share premium) in priority to any repayment of capital to the holder(s) of any other shares and the holders of the A Preferred Shares (as such) shall not be entitled to any further participation in the assets or profits of the Company; and

		(iii)	as regards voting in general meetings:

			the holders of the A Preferred Shares shall not be entitled to receive notice of, nor to attend, speak or vote at any meeting of some or all of the Shareholders of the Company.
SHARES – ALLOTMENTS AND ISSUANCES
6.	(a)	Without prejudice to the authority conferred on the Directors pursuant to article 5 to issue A Preferred Shares or Serial Preferred Shares in the capital of the Company, if at any time the share capital is divided into different classes of shares the rights attached to any class may, unless otherwise expressly provided in the terms of issue of the shares of that class or series or by law or by article 5, from time to time, be varied with the sanction of a Variation Resolution of that class or series.


		(b)		Subject to the Companies Acts and the expiration dates contained in articles 6(c) and 6(d), the unissued shares of the Company (whether forming part of the original share capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options, warrants or other rights over or otherwise deal with or dispose of them to such persons, at such times and for such consideration and generally on such terms and conditions as the Board may from time to time determine, but no such share shall be issued at a discount save in accordance with section 26(5) and 28 of the 1983 Act, and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.

		(c)		The Board is, for the purposes of Section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said Section 20) up to the amount of the Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(c) had not expired.

		(d)		The Board is hereby empowered pursuant to Sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said Section 23 for cash, as if Section 23(1) of the 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(d) had not expired.

		(e)		Subject to any requirement to obtain the approval of Shareholders under any laws, regulations or the rules of any stock exchange to which the Company is then subject and any other applicable law, the Board is authorised, from time to time, in its discretion, to grant such persons, including Directors, for such periods and upon such terms as the Board deems advisable, (i) options to purchase or subscribe for or (ii) commitments to issue at a future date, such number of shares of any class or classes or of any series as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options or commitments to be issued.

		(f)		The Company may, insofar as the Companies Acts or any other applicable law permits, pay commission or brokerage fees to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Board may determine, including by paying cash or allotting and issuing paid up shares, in accordance with the Companies Acts.


	(g)	No share of the Company shall be issued unless it is paid up, in accordance with the Companies Acts. Except as otherwise expressly provided by these articles, or as otherwise agreed with the Company or determined by the Board, no Shareholder shall be liable to make any additional payment to the Company in respect of any share beyond the initial consideration agreed with the Company at or before the time of issue thereof.
COMPANY PURCHASES
7.	Subject to the Companies Acts, the Company may, without prejudice to any relevant special rights attached to any class or series of shares, pursuant to Section 211 of the 1990 Act, purchase any of its own shares, including any Redeemable Shares, whether in the market, by tender or by private agreement, at such prices (whether at nominal value or above or below nominal value) and otherwise on such terms and conditions as the Board may from time to time determine and without any obligation to purchase on any pro rata basis as between Shareholders or Shareholders of the same class or series (the whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts) and may cancel any shares so purchased or hold them as treasury shares and may reissue any such shares as shares of any class or classes or series.

8.	Except only as otherwise provided in these articles, as ordered by a court of competent jurisdiction, or as otherwise required by law, the Company shall be entitled to treat the registered holder of any share as the absolute owner of it and accordingly no person shall be recognised by the Company as holding any share upon trust, and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future or partial interest or other right in any share except an absolute right to the entirety of the share in the registered holder of it. This shall not preclude the Company from requiring the Shareholders or a transferee of shares to furnish the Company with information as to the beneficial ownership of (or other interest of any person in) any share.
INCREASE OF CAPITAL
9.	The Company may from time to time by Ordinary Resolution increase its authorised share capital by such sum, to be divided into shares of such nominal value, as such Ordinary Resolution shall prescribe.
ALTERATION OF CAPITAL
10.	(a)	The Company may from time to time by Ordinary Resolution:

		(i)	consolidate and divide all or any of its share capital into shares of larger nominal value than any of its existing shares;

		(ii)	sub-divide its shares or any of them into shares of smaller nominal value than is fixed by its memorandum of association, subject to Section 68(1)(d) of the 1963 Act; and


		(iii)	cancel shares which, at the date of the passing of the relevant Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its authorised share capital by the amount of the shares so cancelled.

	(b)	Where any difficulty arises in regard to any division, consolidation, sub-division or cancellation under this article 10, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the Shareholders who would have been entitled to the fractions. For the purpose of any such sale the Board may authorise some person to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
REDUCTION OF CAPITAL
11.	Subject to the Companies Acts and to any confirmation or consent required by law or these articles, the Company may from time to time by Special Resolution authorise the reduction in any manner of its issued share capital, any capital redemption reserve fund or any share premium account.

12.	In relation to any such reduction, the Company may by Special Resolution determine the terms upon which the reduction is to be effected, including, in the case of a reduction of part only of a class or series of shares, those shares to be affected.
THE MERGER
13.	Pursuant to the terms of the Merger, at the time the Merger becomes effective (the “Merger Effective Time”), EHC and US Holdco shall deposit with the exchange agent (the “Exchange Agent”) certificates or, at the Company’s option, evidence of shares in book entry form, representing all of the ordinary shares of US$0.01 each in the capital of the Company (the “Company Shares”) in issue immediately prior to the Merger Effective Time (other than the one hundred Company Shares in issue at 21 May 2012 (the “Company Subscriber Shares”)). All certificates or evidence of shares in book entry form representing the Company Shares deposited with the Exchange Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Eaton Exchange Fund”. As soon as reasonably practicable after the Merger Effective Time and in any event within four business days after the Merger Effective Time, the Company shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates, which immediately prior to the Merger Effective Time represented outstanding Eaton Corporation shares (the “Eaton Certificates”); and to each holder of record of non-certificated outstanding Eaton Corporation shares represented by book entry the (the “Eaton Book Entry Shares”), which at the Merger Effective Time were converted into the right to receive, for each such Eaton Corporation share, one Company Share (the “Merger Consideration”):


	(i)	a letter of transmittal which shall specify that delivery shall be effected, and that risk of loss and title to the Eaton Certificates shall pass, only upon delivery of the Eaton Certificates to the Exchange Agent or, in the case of the Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and

	(ii)	instructions for use in effecting the surrender of the Eaton Certificates and the Eaton Book Entry Shares (as applicable), in exchange for payment of the Merger Consideration therefor.

Upon surrender of Eaton Certificates and/or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefore (i) that number of Company Shares into which such holder’s Eaton Corporation shares represented by such holder’s properly surrendered Eaton Certificates or Eaton Book Entry Shares (as applicable) were converted pursuant to the Merger, and (ii) a cheque in an amount of US dollars equal to any cash dividends or other distributions that such holder has a right to receive and the amount of any cash payable in lieu of any fractions of shares in the Company that such holder has the right to receive pursuant to the merger. In the event of transfers of ownership of shares of Eaton Corporation common stock which are not registered in the transfer records of Eaton Corporation, the proper number of Company Shares may be transferred to a person other than the person in whose name the Eaton Certificate or the Eaton Book Entry Shares (as applicable) so surrendered is registered, if such Eaton Certificate or the Eaton Book Entry Shares (as applicable) shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such transfer shall pay any transfer or other taxes required by reason of the transfer of Company Shares to a person other than the registered holder of such Eaton Certificate or Eaton Book Entry Shares (as applicable) or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Any portion of the Eaton Exchange Fund which has not been transferred to the holders of the Eaton Certificates or the Eaton Book Entry Shares (as applicable) as of the one year anniversary of the Merger Effective Time, shall be delivered to the Company or its designee, upon demand, and the Company Shares included therein shall be sold at the best price reasonably obtainable at that time. Any holder of Eaton Certificates or Eaton Book Entry Shares (as applicable) who has not complied with the applicable exchange procedures or duly completed and validly executed the applicable documents necessary to receive the Merger Consideration, prior to the one year anniversary of the Merger Effective Time shall thereafter look only to the Company for payment of such holder’s claim for the Merger Consideration (subject to abandoned property, escheat or other similar applicable laws), such claim only being a claim for cash equal to the amount of monies received by the Company for sale of the Company Shares to which such holder had been entitled pursuant to the Merger.


CERTIFICATES
14.	(a)	Shares shall be issued in registered form. Each shareholder of the Company shall, upon request to the Company, be entitled to a certificate, issued under Seal and signed by a person or persons then authorised pursuant to article 109 to affix the Seal over his signature, evidencing the number and class of paid-up shares held by such shareholder in the Company, but no certificate for shares shall be executed or delivered until such shares are fully paid; provided, however, that when any such certificate is countersigned by an incorporated transfer agent or registrar, the signature of any such officer upon such certificate may be facsimile, engraved, stamped or printed.

	(b)	In case any officer or officers, who shall have signed, or whose facsimile signatures shall have been engraved, stamped or printed on any certificate or certificates for shares, shall cease to be such officer or officers of the Company, because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates, if authenticated by the endorsement thereon of the signature of an incorporated transfer agent or registrar, shall nevertheless be conclusively deemed to have been adopted by the Company by the use and delivery thereof and shall be effective in all respects when delivered.

	(c)	Such certificates shall be in such form as shall be approved by the Board and shall comply with the Companies Acts.

	(d)	In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint holders shall be sufficient delivery to all.

15.	Any person claiming a share certificate to have been lost, destroyed or stolen, shall make an affidavit or affirmation of that fact, and if required by the Board shall advertise the same in such manner as the Board may require, and shall give the Company, its transfer agents and its registrars a bond of indemnity, in form and with one or more sureties satisfactory to the Board or anyone designated by the Board with authority to act thereon, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, destroyed or stolen.
LIEN
16.	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, (whether presently payable or not) payable at a fixed time or called in respect of that share. The Board, at any time, may declare any share to be wholly or in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all moneys payable in respect of it.

17.	(a)	The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently due nor until the expiration of 14 clear days after a notice, stating and demanding payment of the sum presently due and giving notice


		of the intention to sell in default of such payment, has been served on the holder of the share or the person entitled by transmission to it.

	(b)	The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is due, and any residue shall (subject to a like lien for debts or liabilities not presently due as existed upon the share prior to the sale) be paid to the holder of, or the person entitled by transmission to, the share immediately before such sale. For giving effect to any such sale the Board may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale. If a share, which is to be sold as provided for in this article 17, is held in uncertificated form (as such term is used in the Companies Act 1990 (Uncertificated Securities) Regulations 1996), the Board may authorise some person to do all that is necessary under the Companies Act, 1990 (Uncertificated Securities) Regulations 1996 to put such share into certificated form prior to its sale.
CALLS ON SHARES
18.	Subject to the terms of allotment, the Board may make calls upon the members in respect of any monies unpaid on their shares and each member (subject to receiving at least fourteen clear days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part.

19.	A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

20.	A person on whom a call is made shall (in addition to a transferee) remain liable notwithstanding the subsequent transfer of the share in respect of which the call is made.

21.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

22.	If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Companies Acts) but the Board may waive payment of the interest wholly or in part.

23.	An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or by way of premium, shall be deemed to be a call and if it is not paid the


		provisions of these articles shall apply as if that amount had become due and payable by virtue of a call.

24.		Subject to the terms of allotment, the Board may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

25.		The Board may, if they think fit, receive from any member willing to advance the same all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may pay (until the same would, but for such advance, become payable) interest at such rate as may be agreed upon between the Directors and the member paying such sum in advance.
FORFEITURE
26.		If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board, at any time thereafter during such times as any part of the call or instalment remains unpaid, may serve a notice on his requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

27.		The notice shall state a further day (not earlier than the expiration of fourteen clear days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

28.		If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Board to that effect. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Shares and not paid before forfeiture. The Board may accept a surrender of any share liable to be forfeited hereunder.

29.		On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the holder, or one of the holders, of the Shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

30.		A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Board think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Board may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute


	a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

31.	A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all monies which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares.

32.	A statutory declaration or affidavit that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

33.	The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

34.	The Board may accept the surrender of any share which the Board have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered Share shall be treated as if it has been forfeited.
REGISTER OF SHAREHOLDERS
35.	(a)	The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place as may be authorised by the Board from time to time consistent with the Companies Acts.

	(b)	If the Board considers it necessary or appropriate, the Company may establish and maintain a duplicate Register at such location or locations within or outside Ireland as the Board thinks fit. The original Register shall be treated as the register of members for the purposes of these articles and the Companies Acts.

	(c)	The Company or any agent(s) appointed by it to maintain the duplicate Register of members in accordance with these articles, shall as soon as practicable and on a regular basis record or procure the recording in the original Register all transfer of Shares effected on any duplicate Register and shall at all times maintain the original Register in such manner as to show at all times the members for the time being and the shares respectively held by them, in all respects in accordance with the Companies Acts.

	(d)	Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register, or otherwise recognised by the Company,


		any indication of any trust or any equitable, beneficial, contingent, future, fractional or partial interest in any share, and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any provisions of these articles provided that no interest will be entered in the Register unless permitted by the Companies Acts.
REGISTER OF DIRECTORS AND SECRETARY
36.	The Secretary shall maintain a register of the Directors and Secretary of the Company as required by the Companies Acts. The register of Directors and Secretary shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.
TRANSFER OF SHARES
37.	Subject to the Companies Acts, to such of the restrictions contained in these articles as may be applicable and to the terms of the issue and rights and privileges attaching to any class or series of share, any Shareholder may transfer all or any of his shares (of any class or series) by an instrument of transfer in the usual common form or in any other form which the Board may from time to time approve. The instrument of transfer may be endorsed on the certificate (if any) issued in respect of the share.

38.	(a)	The instrument of transfer of a Share shall be signed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect of it. The instrument of transfer need not be signed by or on behalf of the transferee. All instruments of transfer may be retained by the Company. The foregoing provisions of this article 38(a) and the provisions of article 38(b) shall not limit the rights of the Company provided in articles 16 and 17.

	(b)	Upon receipt of instructions in writing by a transferor, the instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or an Assistant Secretary or any other duly authorised delegate or attorney of the Secretary or Assistant Secretary, and the Secretary or Assistant Secretary shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the transferor in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class (or series) and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary or Assistant Secretary as agent for the transferor in accordance with the first sentence of this article 38(b), be deemed to be a proper instrument of transfer for the purposes of Section 81 of the 1963 Act. Neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the transfer should the Board so determine.


(c)	The Company, at its absolute discretion and insofar as the Companies Acts or any other applicable law permit, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid (and the provisions of articles 16 and 17 shall apply to such lien).

(d)	Nothing in these articles shall preclude the Board from recognising the renunciation of the allotment of any share by an allottee in favour of some other person on such terms and subject to such conditions as the Board may from time to time decide.

(e)	The Board may in its absolute discretion and without assigning any reason for its decision, decline to register any transfer of any Share which is not a fully paid Share. The Board may also, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any Share unless:

	(i)	the instrument of transfer is fully and properly completed and is lodged with the Company accompanied by the certificate for the Shares (if any) to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

	(ii)	the instrument of transfer is in respect of only one class of Shares;

	(iii)	a registration statement under the Securities Act of 1933 of the United States of America is in effect with respect to such transfer or such transfer is exempt from registration and, if requested by the Board, a written opinion from counsel reasonably acceptable to the Board is obtained to the effect that such transfer is exempt from registration;

	(iv)	the instrument of transfer is properly stamped (in circumstances where stamping is required);

	(v)	in the case of a transfer to joint holders, the number of joint holders to which the Share is to be transferred does not exceed four;

	(vi)	it is satisfied, acting reasonably, that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and


		(vii)	it is satisfied, acting reasonably, that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are party or subject.

	(f)	Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under article 38(e) and articles 37 and 39.

	(g)	The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended for more than 30 days in any year except as may be required by applicable law.

39.	(a)	If the Board declines to register a transfer it shall, within one month after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

	(b)	No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning any other document relating to or affecting the title to any share (except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed on it in connection with such transfer or entry).
TRANSMISSION OF SHARES
40.	In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint Shareholder, or the estate representative, where he or she was sole Shareholder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these articles shall release the estate of a deceased Shareholder from any liability in respect of any share held by him solely or jointly with other persons. In this article, estate representative means the person to whom appropriate authority has been granted to represent or administer or otherwise manage the estate of a deceased Shareholder under the laws applicable to the estate of the deceased Shareholder or, if there is no such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this article.

41.	(a)	Subject to article 38(e) any person entitled by transmission to a share may, upon the production of such evidence as may be properly required by the Board from time to time, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee of the share.

	(b)	Subject to article 38(e) and article 41(c), if such person entitled by transmission to a share elects to be registered as holder of the share, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee.


	(c)	All of the provisions of these articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or instrument of transfer as if the death or bankruptcy of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer were an instrument of transfer signed by such Shareholder.

42.	A person entitled by transmission to a share shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled to exercise any right in respect of the share in relation to meetings of the Company; provided, however, that the Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 clear days after the date such notice is given, the Board may withhold payment of any dividend, other monies payable, scrip dividend or capitalisation issue of shares or other similar benefit in respect of the share until the requirements of the notice have been complied with.

43.	Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under articles 40, 41 and 42.
GENERAL MEETINGS
44.	The Board may, whenever it thinks fit (and, to the extent required by the Companies Acts, shall, on the requisition in writing of Shareholders holding such number of shares as is prescribed by Section 132 of the 1963 Act), convene a general meeting in the manner provided for in these articles and the Companies Acts.

45.	In accordance with the Companies Acts, the Board shall convene and the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Each such annual general meeting shall be held within such time period as required by Section 131 of the 1963 Act. All general meetings other than annual general meetings shall be called extraordinary general meetings.

46.	Each general meeting shall be held at such time and place as specified in the notice of meeting. Subject to section 140 of the 1963 Act, all general meetings may be held outside of Ireland.

47.	Subject to the Companies Acts, all of the provisions of these articles relating to meetings and resolutions of Shareholders (other than to meetings of any separate class or series of Shareholders) shall apply mutatis mutandis to (a) any separate meeting of ordinary Shareholders and (b) any separate meeting of any other class or series of Shareholders, except as otherwise expressly provided in the terms of issue of such other class or series of shares.


NOTICE OF GENERAL MEETINGS
48.	(a)	Subject to Sections 133 and 141 of the 1963 Act, an annual general meeting and an extraordinary general meeting called for the passing of a Special Resolution shall be called by at least 21 clear days’ notice and all other extraordinary general meetings shall be called by at least 14 clear days’ notice. The notice of a general meeting shall specify the place, day and time of the meeting (including any satellite meeting place arranged for the purposes of article 54) and, in the case of an extraordinary general meeting, the general nature of the business to be considered.

	(a)	Upon request in writing of Shareholders holding such number of shares as is prescribed by Section 132 of the 1963 Act, delivered to the Registered Office, it shall be the duty of the Director to convene a general meeting to be held within 2 months from the date of the deposit of the requisition in accordance with the Section 132 of the 1963 Act. If such notice is not given within 2 months after the delivery of such request, the requisitionists, or any one of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date and any notice of such meeting shall be in compliance with these articles.

	(b)	Notice of every general meeting shall be given in any manner permitted by these articles to all Shareholders (other than those who, under the provisions of these articles or the terms of issue of the shares which they hold, are not entitled to receive such notice from the Company) and to each Director and to the Auditors.

	(c)	The Board may fix a future time not exceeding sixty days preceding any meeting of Shareholders as a record date for the determination of the Shareholders entitled to attend and vote at any such meeting or any adjournments thereof, and, in such case, only Shareholders of record at the time so fixed shall be entitled to notice of and to vote at such meetings or any adjournment thereof. Subject to Section 121 of the 1963 Act, the Board may close the Register against transfers of Shares during the whole or part of such period ending with the date, if any, to which adjourned. If no record date is fixed, the record date for determining the Shareholders who are entitled to vote at a meeting of Shareholders shall be the date preceding the day on which notice is given, or the date preceding the day on which the meeting is held, as the case may be.

49.	The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. Attendance by a Shareholder present, either in person or by proxy, at any general meeting of the Company of the holders of any class or series of shares in the Company without protesting, prior to or at the commencement of the meeting, the failure to receive notice or, will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.


PROCEEDINGS AT GENERAL MEETINGS
50.	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

51.	(a)	The chairman of the Board, if any, or, in his absence, another Director designated by the chairman of the Board shall preside as chairman at every general meeting of the Company. If neither the chairman of the Board nor such other Director designated by the chairman of the Board is present within 30 minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their number to be chairman of the meeting. The chairman of the meeting shall take such action as he thinks fit to promote the proper and orderly conduct of the business of the meeting as laid down in the notice of the meeting.

	(b)	The Board, in advance of any meeting of shareholders may appoint inspectors to act at such meeting or any adjournment thereof, the terms of appointment of which shall be at the discretion of the Board. No inspector need be a Shareholder.

52.	(a)	Subject to Section 141 of the 1963 Act and the requirements of the Companies Acts, anything which may be done by resolution in general meeting may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by all of the Shareholders entitled generally to vote at general meetings who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution and if described as a special resolution shall be deemed to be a Special Resolution or a special resolution of the class, as applicable. Such resolution in writing may be signed in as many counterparts as may be necessary. This article 52 shall not apply to those matters required by the Companies Acts to be carried out in a meeting.

	(b)	For the purposes of any written resolution under this article 52, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this article 52, a reference to such date.

	(c)	A resolution in writing made in accordance with this article 52 is as valid as if it had been passed by the Company in general meeting.

53.	No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment or election of a chairman, which shall not be treated as part of the business of the meeting. Three Shareholders present in person or by proxy at any meeting of Shareholders shall constitute a quorum for such meeting, or in the event a class of Shareholders has three or fewer members, one person present in person or by proxy shall


	constitute a quorum, but no action required by law or these articles, to be authorised or taken by the holders of a designated proportion of the shares of any particular class or of each class, may be authorised or taken by a lesser number.

54.	(a)	Subject to the Companies Acts, the Board may resolve to enable persons entitled to attend a general meeting of the Company to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world and by such electronic means as the Board may from time to time approve. The Shareholders present at any such satellite meeting place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the meeting in question if the chairman is satisfied that the conditions referred to in articles 54(b)(i), 54(b)(ii) and 54(b)(iii) have been met.

	(b)	If it appears to the chairman of a general meeting that the place of the meeting (or any satellite meeting) specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend, then the meeting nevertheless is duly constituted and its proceedings nevertheless are valid if the chairman is satisfied that adequate facilities have been made available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to:

		(i)	communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities;

		(ii)	have access to all documents which are required by the Companies Acts and these articles to be made available at the meeting; and

		(iii)	participate in any poll required to vote on any resolutions of the Company;

		and in that case the chairman may elect to use such adequate facilities described in the preceding sentence for the purposes of the meeting and any provision of these articles relating to meetings shall apply to any meeting so extended by the use of such facilities.

	(c)	The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place are or become inadequate for the purposes referred to in articles 54(b)(i), 54(b)(ii) and 54(b)(iii), then the chairman may, without the consent of the meeting, adjourn the general meeting. All business conducted at that general meeting up to the time of such adjournment shall be valid.

55.	Each Director and the Auditors shall be entitled to attend and speak at any general meeting of the Company or of any class or series of Shareholders.

56.	The Company shall lay before the Shareholders, at each annual general meeting of the Company, a set of financial accounts, as required by Section 148 of the 1963 Act.


57.	The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company, including arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to the meeting.

58.	(a)	Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company if:

		(i)	it is specified in the notice of meeting; or

		(ii)	it is otherwise properly brought before the meeting by the chairman of the meeting or by or at the direction of the Board; or

		(iii)	it is proposed at the direction of a court of competent jurisdiction; or

		(iv)	it is proposed with respect to an extraordinary general meeting in the requisition in writing for such meeting made by such number of Shareholders as is prescribed by (and such requisition in writing is made in accordance with) Section 132 of the 1963 Act; or

		(v)	in the case of an annual general meeting, it is proposed in accordance with article 59; or

		(vi)	it is proposed in accordance with article 76; or

		(vii)	the chairman of the meeting in his discretion decides that the resolution may properly be regarded as within the scope of the meeting.

	(b)	Subject to any other provision of these articles, no amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.

	(c)	If the chairman of the meeting in his discretion rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive, subject to any subsequent order by a court of competent jurisdiction.

59.	(a)	For business to be properly requested by a Shareholder to be brought before an annual general meeting, as set out in article 58(a)(v) above, the Shareholder must:

		(i)	be a Shareholder of the Company of record at the time of the giving of the notice for such annual meeting;

		(ii)	be entitled to vote at such meeting; and


	(iii)	have given timely notice in writing to the Secretary.

(b)	To be timely, a Shareholder’s notice must be delivered to or mailed and received by the Secretary at the Registered Office not less than sixty nor more than ninety calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual general meeting of Shareholders (save that in the case of the Company’s first annual general meeting, references to the preceding year’s annual general meeting will be to the annual general meeting of Eaton Corporation held that preceding year); provided, however, that when the date of an annual general meeting is delayed by more than sixty calendar days after the anniversary of the preceding year’s annual general meeting, to be timely, notice by the Shareholder must be so delivered not later than the close of business on the later of the ninetieth calendar day prior to such annual general meeting or the tenth calendar day following the day on which public announcement of the date of such meeting is first made. To be in proper written form, a Shareholder’s notice to the Secretary must set forth:

	(i)	as to each matter the Shareholder proposes to bring before the annual general meeting: (1) a description in reasonable detail of the business desired to be brought before the annual meeting; (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if the business includes a proposal to amend these memorandum and articles of association, the language of the proposed amendment); and (3) the reasons for conducting the business at the meeting; and

	(ii)	as to each Shareholder giving the notice and any Shareholder Associate (as defined below): (1) the name and address of the Shareholder, as they appear on the Company’s Register, and, if different, the current name and address of the Shareholder, and the name and address of any Shareholder Associate; (2) a representation that at least one of these persons is a holder of record of the Company entitled to vote at the meeting and intends to remain so through the date of the meeting and to appear in person or by proxy at the meeting to present the business stated in the Shareholder’s notice; (3) the class, series and number of any shares of the Company that are owned of record or beneficially by each of these persons as of the date of the Shareholder’s notice; (4) a description of any material interests of any of these persons in the business proposed and of all agreements, arrangements and understandings between these persons and any other person (including their names) in connection with the business proposal of the Shareholder; (5) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which any of these persons has a right to vote any shares of any shares of the Company; (6) a description of any derivative positions related to any class or series of securities of the Company owned of record or beneficially by the shareholder of any Shareholder Associate; (7) a description of whether and the extent to which any hedging, swap or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short


			position or any borrowing or lending of securities) has been made, the effect or intent of which is to mitigate loss to, or manage risk of stock price changes for, or to increase the voting power of, the shareholder or any Shareholder Associate with respect to any securities of the Company; and (8) a representation that after the date of the Shareholder’s notice and up to the date of the meeting, each of these persons will provide written notice to the Secretary of the Company as soon as practicable following a change in the number of securities of the Company held as described in response to subclause (3) above that equals 1% or more of the then-issued shares of the Company, and/or entry, termination, amendment or modification of the agreements, arrangements or understandings described in response to subclause (5) above that results in a change that equals 1% or more of the then-issued shares of the Company or in the economic interests underlying those agreements, arrangements or understandings; and

		(iii)	a representation as to whether or not the Shareholder giving notice and any Shareholder Associate intends, or intends to be part of a group that intends: (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s issued shares carrying voting rights required to approve or adopt the proposal; and/or (2) otherwise to solicit proxies from Shareholders in support of the proposal. Notwithstanding the foregoing provisions of this article 59, in order for a Shareholder to submit a proposal for inclusion in the Company’s proxy statement for an annual general meeting of Shareholders, the Shareholder must comply with all applicable requirements of the Exchange Act, including Rule 14a-8 (or any comparable successor rule or regulation under the Exchange Act), and the rules and regulations thereunder. The provisions of this article 59(b)(iii) will not be deemed to prevent a Shareholder from submitting proposals for inclusion in the Company’s proxy statement pursuant to those rules and regulations.

60.	(a)	At any general meeting, whether or not a quorum is present, the chairman may, with the consent of the meeting, and shall if so directed by the meeting, adjourn the meeting from time to time and place to place without notice other than announcement at the meeting. Other than announcement at the meeting, notice of any adjourned meeting or of any business to be transacted at an adjourned meeting shall not be required to be given, except as provided in article 60(c) and except where expressly required by applicable law.

	(b)	At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called, but only those Shareholders entitled to vote at the meeting as originally notified shall be entitled to vote at any adjournment or adjournments thereof.

	(c)	If an adjournment is for 30 days or more or for an indefinite period, a notice of the adjourned meeting shall be given in the manner specified in article 48.


61.	The affirmative vote or written consent of the holders of shares entitling them to exercise two-thirds of the voting power of this Company, given in person or by proxy at a meeting called for the purpose, shall be necessary:

	(a)	to approve:

		(i)	the sale, exchange, lease, transfer or other disposition by the Company of all, or substantially all, of its assets or business; or

		(ii)	the consolidation of the Company, or its merger, into another corporation; or

		(iii)	the merger into the Company of another corporation or corporations if the merger involves the issuance or transfer by the Company to the shareholders of the other constituent company or companies of such number of shares of the Company as entitle the holders thereof to exercise at least one-sixth of the voting power of the Company in the election of Directors immediately after the consummation of the merger; or

		(iv)	a combination or majority share acquisition in which the Company is the acquiring corporation and its voting shares are issued or transferred to another company if the combination or majority share acquisition involves the issuance or transfer by the Company to the shareholders of the other corporation or corporations of such number of shares of the Company as entitle the holders thereof to exercise at least one-sixth of the voting power of the Company in the election of Directors immediately after the consummation of the combination or majority share acquisition; or

	(b)	to approve any agreement, contract or other arrangement providing for any of the transactions described in subparagraph (a) above.

VOTING


62.		Except where a greater majority is required by the Companies Acts or these articles, or as may otherwise be prescribed by the Board in the notice of any general meeting (subject always to the provisions of the Companies Acts and the other provisions of these articles) any question proposed for consideration at any general meeting of the Company shall be decided by an Ordinary Resolution and all resolutions put to the Shareholders will be decided on a poll.

63.		The Board may, before any meeting of Shareholders, determine the time set for a poll, the manner in which any poll is to be taken and the manner in which votes are to be counted, which may include provision for votes to be cast by electronic means by persons present in person or by proxy at the meeting and for the appointment of scrutineers. To the extent not so determined by the Board, such matters shall be determined by the chairman of the meeting. A person appointed to act as a scrutineer need not be a Shareholder.


64.		Votes may be cast on the poll either personally or by proxy. A person entitled to more than one vote need not use all of his votes or cast all of the votes he uses in the same way.

65.		The result of a poll shall, subject to any provisions of these articles or applicable law relating to approval thresholds, be deemed to be the resolution of the meeting.

66.		In the case of an equality of votes at a meeting, the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.

67.		In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Joint holders of more than one share shall, subject to any terms determined by the Board and subject to article 38(e), be entitled to split the holdings into several holdings with their names in different orders so as to enable one or more joint holders to attend and vote.

68.		Subject to article 69, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any court in Ireland (or elsewhere having jurisdiction) for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his legal guardian, receiver, committee or other person in the nature of a legal guardian, receiver, committee or other person appointed by such court, and such legal guardian, receiver, committee or other person may vote by proxy and may otherwise act and be treated as such Shareholder for the purpose of meetings of Shareholders.

69.		Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under article 68 shall be produced at the Registered Office (or at such other place as may be specified for the deposit of instruments of proxy) not later than the last time by which an instrument appointing a proxy must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.

70.		No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting at which the vote objected to is given or tendered. Any objection so raised shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. Except as otherwise decided by the chairman, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid.

PROXIES AND CORPORATE REPRESENTATIVES


71.		(a)		A person who is entitled to attend a shareholders’ meeting, to vote at a shareholders’ meeting, or to execute consents, waivers, or releases, may be represented at the meeting or vote at the meeting, may execute consents, waivers, and releases, and may exercise any of the person’s other rights, by proxy or proxies appointed by instrument in writing in any common form or in such other form as the Board may


	approve, such instrument being executed under the hand of the appointer or of his attorney or agent authorised by him in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. A proxy may also be appointed in such other manner as the Board may from time to time approve. A proxy need not be a Shareholder.

(b)	Any transmission that creates a record capable of authentication, including, but not limited to, a telegram, a cablegram, electronic mail, or an electronic, telephonic, or other transmission, that appears to have been transmitted by a person described in article 71(a), and that appoints a proxy is a sufficient verifiable communication to appoint a proxy. A photographic, photostatic, facsimile transmission, or equivalent reproduction of a writing that is signed by a person described in article 71(a) and that appoints a proxy is a sufficient writing to appoint a proxy.

(c)	No appointment of a proxy is valid after the expiration of eleven months after it is made unless the writing or other form of proxy appointment specifies the date on which it is to expire or the length of time it is to continue in force.

(d)	Unless the instrument appointing the proxy otherwise provides:

	(i)	each proxy has the power of substitution, and, if three or more proxies are appointed, a majority of them or of their substitutes may appoint one or more substitutes to act for all;

	(ii)	if more than one proxy is appointed, then (a) with respect to voting or executing consents, waivers, or releases, or objections to consents at a shareholders’ meeting, a majority of the proxies that attend the meeting, or if only one attends then that one, may exercise all the voting and consenting authority at the meeting; and if one or more attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise that authority with respect to an equal number of shares and (b) with respect to exercising any other authority, a majority may act for all;

	(iii)	a revocable appointment of a proxy is not revoked by the death or incompetency of the maker unless, before the vote is taken or the authority granted is otherwise exercised, written notice of the death or incompetency of the maker is received by the Company from the executor or administrator of the estate of the maker or from the fiduciary having control of the shares in respect of which the proxy was appointed; and

	(iv)	the presence at a meeting of the person appointing a proxy shall not revoke the appointment. Without affecting any vote previously taken, the person appointing a proxy may revoke a revocable appointment by a later appointment received by the Company or by giving notice of revocation to the Company in writing, by a verifiable communication, by other statutorily permissible means, or in open meeting


	(e)	A Shareholder that is a corporation may appoint any individual (or two or more individuals in the alternative) as its representative to represent it and vote on its behalf at any meeting of Shareholders (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were a Shareholder who is an individual.

	(f)	A Shareholder that is a corporation may appoint more than one such representative (with or without appointing any persons in the alternative) at any such meeting provided that such appointment specifies the number of shares in respect of which each such appointee is authorised to act as representative, not exceeding in aggregate the number of shares held by the appointer and carrying the right to attend and vote at the relevant meeting.

	(g)	The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary is stated in the instrument of appointment, be valid for any adjournment of the meeting.

72.	Any signature on any instrument, or any reproduction of a signature on any photographic, photostatic, facsimile transmission or equivalent reproduction of any instrument, approved by the inspectors of any meeting provided for as genuine, or as a reproduction of a genuine signature, shall be deemed to be the signature of the Shareholder whose name is signed thereon, or a reproduction of the genuine signature of such Shareholder, as the case may be, and the falsity of such signature or of such reproduction shall in no manner impair the validity of such instrument or such reproduction of such instrument, or of any vote or action take at such meeting, provided that such Shareholder shall not have previously filed with the Company his or her authorised signature guaranteed by a reputable bank or trust company. Any record of a verifiable communication, or other statutorily permissible means of proxy appointment, approved by such inspectors as authentic shall be deemed to be authentic, and the falsity of such record shall in no manner impair the validity of such verifiable communication, or other statutorily permissible means of proxy appointment, or of any vote or action taken at such meeting.

73.	Without limiting the foregoing, the Board may from time to time permit appointments of a proxy to be made by means of a telephonic, electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Board may in addition prescribe the method of determining the time at which any such telephonic, electronic or internet communication or facility is to be treated as received by the Company. The Board may treat any such telephonic, electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Shareholder as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Shareholder.

APPOINTMENT OF DIRECTORS


74.	(a)	At each annual general meeting of the Company, all the Directors shall retire from office and be re-eligible for re-election.

	(b)	Upon the resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill the vacancy arising.

75.	Any Director whose term of office is expiring at an annual general meeting will be eligible for re-appointment and will in any case retain office until the close of that meeting.

76.	(a)	No person shall be appointed a Director, unless nominated in accordance with the provisions of this article 76. Nominations of persons for appointment as Directors may be made:

		(i)	by the affirmative vote of two-thirds of the Board;

		(ii)	with respect to election at an annual general meeting, by any Shareholder who holds Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company, who is a Shareholder at the time of the giving of the notice provided for in article 76(b) and at the time of the relevant annual general meeting, and who timely complies with the notice procedures set forth in this article 76;

		(iii)	with respect to election at an extraordinary general meeting requisitioned in accordance with Section 132 of the 1963 Act, by a Shareholder or Shareholders who hold Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company and who make such nomination in the written requisition of the extraordinary general meeting in accordance with article 48(b) and in compliance with the other provisions of these articles and the Companies Acts relating to nominations of Directors and the proper bringing of special business before an extraordinary general meeting; and

		(iv)	by holders of any class or series of shares in the Company then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, but only to the extent provided in such terms of issue

		(sub-clauses (ii), (iii) and (iv) being the exclusive means for a Shareholder to make nominations of persons for election to the Board).

	(b)	For nominations of persons for election as Directors at an annual meeting, to be timely, a Shareholder’s notice must be delivered to or mailed and received by the Secretary at the Registered Office not less than 60 nor more than 90 calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual general meeting of Shareholders (and in the case of the Company’s first annual general meeting, references to the preceding


	year’s annual general meeting shall be to the annual meeting of Eaton Corporation in that preceding year); provided , however , that in the case of any annual general meeting where the date of the annual general meeting is delayed by more than 60 calendar days after the anniversary of the preceding year’s annual general meeting, then notice by the Shareholder to be timely must be so delivered not later than the close of business on the later of the 90 ^th calendar day prior to such annual general meeting or the 10 ^th calendar day following the day on which public announcement of the date of such meeting is first made. For nominations of persons for election as Directors at an extraordinary general meeting duly called for that purpose, a shareholder’s notice must be delivered to or mailed and received by the Secretary at the Registered Office not less than 90 calendar days nor more than 120 calendar days prior to the extraordinary general meeting; provided , however , that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to Shareholders, notice by the Shareholder must be so delivered not later than the close of business on the 15 ^th calendar day following the day on which public announcement of the date of such meeting is first made.

(c)	To be in proper written form, a Shareholder’s notice must set forth:

	(i)	as to each person who is not an incumbent Director of the Company whom the Shareholder proposes to nominate for election as a Director, (A) the name, age, business address and residence address of such person; (B) the principal occupation or employment of such person; (C) the class, series and number of securities of the Company that are owned of record or beneficially by such person; (D) the date or dates the securities were acquired and the investment intent of each acquisition; (E) any other information relating to such person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to Regulation 14A under the Exchange Act (or any comparable successor rule or regulation under the Exchange Act); and (F) any other information relating to such person that the Board or any nominating committee of the Board reviews in considering any person for nomination as a Director, as will be provided by the Secretary upon request;

	(ii)	as to the Shareholder giving the notice and any Shareholder Associate, (A) the name and address of the Shareholder, as they appear on the Register, and, if different, the current name and address of the Shareholder, and the name and address of any Shareholder Associate; (B) a representation that at least one of these persons is a holder of record or beneficially of securities of the Company entitled to vote at the meeting and intends to remain so through the date of the meeting and to appear in person or by proxy at the meeting to nominate the person or persons specified in the Shareholder’s notice; (C) the class, series and number of securities of the Company that are owned of record or beneficially by each of these persons as of the date of the Shareholder’s notice; (D) a description of any material relationships, including legal, financial and/or compensatory, among the Shareholder giving the notice, any Shareholder Associate and the proposed nominee(s); (E) a description of any derivative positions related to any class or series of


			securities of the Company owned of record or beneficially by the Shareholder of any Shareholder Associate; (F) a description of whether and the extent to which any hedging, swap or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of securities) has been made, the effect or intent of which is to mitigate loss to, or manage risk of stock price changes for, or to increase the voting power of, the Shareholder or any Shareholder Associate with respect to any securities of the Company; and (G) a representation that after the date of the Shareholder’s notice and up to the date of the meeting each of these persons will provide written notice to the Secretary as soon as practicable following a change in the number of securities of the Company held as described in response to subclause (C) above that equals 1% or more of the then-issued shares of the Company, and/or entry, termination, amendment or modification of the agreements, arrangements or understandings described in response to subclause (F) above that results in a change that equals 1% or more of the then-issued shares of the Company or in the economic interests underlying these agreements, arrangements or understandings;

		(iii)	a representation as to whether the Shareholder giving notice and any Shareholder Associate intends, or intends to be part of a group that intends: (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s issued share capital required to elect the proposed nominee; and/or (B) otherwise to solicit proxies from Shareholders in support of the proposed nominee; and

		(iv)	a written consent of each proposed nominee to serve as a Director of the Company, if elected, and a representation that the proposed nominee (A) does not or will not have any undisclosed voting commitments or other arrangements with respect to his or her actions as a Director; and (B) will comply with these articles and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.

	(d)	The determination of whether a nomination of a candidate for election as a Director of the Company has been timely and properly brought before such meeting in accordance with this article 76 will be made by the presiding officer of such meeting. If the presiding officer determines that any nomination has not been timely and properly brought before such meeting, he or she will so declare to the meeting and such defective nomination will be disregarded.

77.	The number of Directors shall (subject to automatic increases to accommodate the exercise of the rights of holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series) not be less than 9 nor more than 18. The authorised number of directors (within such fixed maximum and fixed minimum numbers) shall be determined by the Board. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of


	the Directors is reduced below the fixed minimum number, the remaining Director or Directors shall appoint, as soon as practicable, an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. The fixed maximum and fixed minimum number of Directors, as provided for under this article, may be fixed or changed by resolution adopted by the vote of the Shareholders entitled to exercise two-thirds of the voting power of the Shares represented at a meeting called to elect Directors in person or by proxy at such meeting and entitled to vote at such election. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.

78.	(a)	Subject to articles 76 and 77, and subject to the rights of any holders of any class or series of Shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, Directors shall be individuals appointed as follows:

		(i)	by Shareholders by Ordinary Resolution at the annual general meeting in each year or at any extraordinary general meeting called for the purpose in accordance with the other provisions of these articles;

		(ii)	by the Board in accordance with the second sentence of article 97 and in accordance with article 98; or

		(iii)	so long as there are in office a sufficient number of Directors to constitute a quorum of the Board in accordance with article 97, the Directors shall have the power at any time and from time to time to appoint any person to be a Director, either to fill a vacancy in the Board or as an addition to the existing Directors, but so that the total number of Directors shall not any time exceed the maximum number provided for in these articles.

	(b)	If at any meeting of Shareholders (or on a subsequent poll with respect to business on the agenda for such meeting), resolutions are passed in respect of the election or re-election (as the case may be) of Directors which would result in the maximum number of Directors fixed in accordance with these articles being exceeded, then those Director(s), in such number as exceeds such maximum fixed number, receiving at that meeting (or on a subsequent poll with respect to business on the agenda for such meeting) the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution in their favour, not be elected or re-elected (as the case may be) to the Board; provided, that this article shall not limit the rights of holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series; provided, further, that nothing in this article 78(b) will require or result in the removal of a Director whose election or re-election to the Board was not voted on at such meeting.

	(c)	A Director appointed by the Board under article 78(a)(ii) or 78(a)(iii) (unless he is removed from office or his office is vacated in accordance with these articles) will


				hold office until the next annual general meeting. A Director shall not require a share qualification.

RESIGNATION, REMOVAL AND DISQUALIFICATION OF DIRECTORS


79.	In addition to any prohibition on acting as a Director imposed by the Companies Acts or by law, the office of a Director shall be vacated:

	(a)	if he dies or if he resigns his office, on the date on which notice of his resignation is delivered to the Secretary at the principal executive offices of the Company or tendered at a meeting of the Board or on such later date as may be specified in such notice; or

	(b)	if the Director is declared of unsound mind by an order of court or is adjudicated a bankrupt.

80.	The Company may, in accordance with Section 182 of the 1963 Act, remove any Director before the expiration of his term of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

DIRECTORS’ REMUNERATION AND EXPENSES


81.		Each Director shall be entitled to receive such fees for his services as a Director, if any, as the Board may from time to time determine. Each Director shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director, including his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.

82.		The Board may from time to time determine that, subject to the requirements of the Companies Acts, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.

DIRECTORS’ INTERESTS


83.	(a)	A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of Section 194 of the 1963 Act.

	(b)	A Director may vote in respect of any contract or proposed contract in which he has declared his interest in accordance with article 83(a) and will be counted in the quorum at any meeting on which any such vote is proposed.


84.	(a)	A Director of the Company may be or become a Director or other officer of, or otherwise interested in, any corporation promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other corporation unless the Company otherwise directs.

	(b)	A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

	(c)	Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; but nothing herein contained shall authorise a Director or his firm to act as Auditor.

POWERS OF THE BOARD


85.		Subject to the provisions of the Companies Acts and these articles, the Board shall manage the business and affairs of the Company and may exercise all of the powers of the Company as are not required by the Companies Acts or by these articles to be exercised by the Company in general meeting. No alteration of these articles shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this article shall not be limited by any special power given to the Board by these articles and, except as otherwise expressly provided in these articles, a meeting of the Board at which a quorum is present shall be competent to exercise all of the powers, authorities and discretions vested in or exercisable by the Board.

86.		The Board may exercise all of the powers of the Company to borrow or raise money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other person.

87.		The Company may exercise the powers conferred by Section 41 of the 1963 Act with regard to having an official seal for use abroad and such powers shall be vested in the Board.

88.		All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be


		signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.

89.		The Board may exercise all of the powers of the Company to grant or procure the grant or provision of benefits, including pensions, annuities or other allowances, to or for any person, including any Director or former Director, who has held any executive office or employment with, or whose services have directly or indirectly been of benefit to, the Company or any Group Company or Affiliate or otherwise associated with any of them or a predecessor in business of the Company or of any such other corporation, and to or for any relation or dependant of any such person, and to contribute to any fund and pay premiums for the purchase or provision of any such benefit, or for the insurance of any such person.

90.		The Board may cause the voting power conferred by the shares in any other corporation or other person held or owned by the Company to be exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution appointing the Directors or any of them to be Directors or officers of such other corporation or person or voting or providing for the payment of remuneration to any such Directors as the Directors or officers of such other corporation or person.

DELEGATION OF THE BOARD’S POWERS


91.		The Board may by power of attorney or otherwise (including by a duly passed resolution) appoint any person to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit. The Board may revoke or vary any such appointment or delegation. Any such power of attorney or resolution or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

92.		The Board may from time to time provide for the management of the affairs of the Company in such manner as it shall think fit and the provisions contained in article 93 shall be without prejudice to the general powers conferred by this article.

93.		The Board may from time to time create an executive committee, a finance committee and such other committees as it may deem to be advisable and may delegate to any such other committees as it may deem to be advisable and may delegate to any such committee any of the powers of the Board, other than that of filling vacancies among the Directors or in any committee of the Directors. Any such committee shall be composed of not less than three members of the Board to serve until otherwise ordered by the Board and shall act only in the interval between meetings of the Board and shall be subject at all times to the control and direction of the Board. The Board may appoint one or more Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of such committee.

94.		Any such committee may act by a writing or writings signed by all its members or by a majority of any such committee present at a meeting at which a quorum is present. Meetings of any committee may be held at any time and through any communications


		equipment if all persons participating can hear each other. Participation through use of communications equipment shall constitute presence at the meeting. A majority of the members then in office of any such committee is necessary to constitute a quorum for a meeting of that committee. Any act or authorisation of an act by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorisation of the Board.

PROCEEDINGS OF THE BOARD


95.		Regular meetings of the Board shall be held immediately after the annual general meeting of Shareholders and at such other times as may be fixed by the Board and such regular meetings may be held without further notice. Except where a greater majority is required by these articles, questions arising at any meeting shall be determined by a majority of the votes cast at a meeting at which there is a quorum. In the case of an equality of votes the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.

96.		Special meetings of the Board may be called by the chairman of the Board, by the chief executive officer / president of the Company, or by not less than one-third of the Directors. Notice of the time and place of such meetings shall be served upon or telephoned to each Director at least twenty-four hours, or given by personal delivery, post, overnight delivery service or any other means of communication authorised by the Directors at least two days before the meeting. Such notice may be waived in writing by any Director, either before or after the meeting. Attendance at the meeting by a Director without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall constitute waiver of such notice by such Director. An electronic mail or an electronic or other transmission capable of authentication that appears to have been sent by a person described in this section and that contains a waiver by that person is “writing” for the purposes of this article.

97.		A majority of the Directors (as calculated by reference to the authorised number of members of the Board) is necessary to constitute a quorum for a meeting of the Directors, except that a majority of the Directors in office constitutes a quorum for filling a vacancy in the Board. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board unless the act of a greater number is required by these articles.

98.		The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to article 97 as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

99.		At any meeting of the Board, the chairman of the Board shall preside or, in his absence, any Director holding the position of chief executive officer or president. However, if no chairman of the Board or Director holding the position of chief executive officer or president is present at the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.


100.		A resolution in writing (in one or more counterparts), signed at the relevant time by all of the Directors then in office or all of the members of a committee of Directors then in office shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.

101.		A meeting of the Board or any committee thereof may be held by such electronic or telephonic means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting will be deemed to take place where the largest group of those participating in the meeting is physically present together or, if there is no such group, where the chairman of the meeting then is.

102.		All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

OFFICERS AND EXECUTIVES


103.	(a)	The Board may elect a chairman of the Board and determine the period for which he is to hold office and may appoint any person (whether or not a Director) to fill the position of chief executive officer (who may be the same person as the chairman of the Board). The chairman of the Board shall vacate that office if he vacates his office as a Director (otherwise than by the expiration of his term of office at a general meeting of the Company at which he is re-appointed).

	(b)	The Board may from time to time appoint one or more of its body to hold any office or position with the Company for such period and on such terms as the Board may determine and may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company that may be involved in such revocation or termination or otherwise. Any person so appointed shall receive such remuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may determine.

	(c)	In addition, the Board may appoint any person, whether or not he is a Director, to hold such executive or official position (except that of Auditor) as the Board may from time to time determine. The same person may hold more than one office or executive or official position.

	(d)	Any person elected or appointed pursuant to this article 103 shall hold his office or other position for such period and on such terms as the Board may determine and the Board may revoke or vary any such election or appointment at any time by


				resolution of the Board. Any such revocation or variation shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation. If any such office or other position becomes vacant for any reason, the vacancy may be filled by the Board.

		(e)		Except as provided in the Companies Acts or these articles, the powers and duties of any person elected or appointed to any office or executive or official position pursuant to this article 103 shall be such as are determined from time to time by the Board.

		(f)		The use or inclusion of the word “officer” (or similar words) in the title of any executive or other position shall not be deemed to imply that the person holding such executive or other position is an “officer” of the Company within the meaning of the Companies Acts.

MINUTES


104.	(a)	The Board shall cause minutes to be made and books kept for the purpose of recording all of the proceedings and attendance at meetings of the Board and of any committee of the Board and at meetings of the Shareholders and of any class or series of Shareholders of the Company.

	(b)	Subject to the requirements of the Companies Acts, the Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the minutes of meetings of the Shareholders and of any class or series of Shareholders of the Company (but not minutes of meetings of the Board or any committee of it) shall be open to the inspection of Shareholders not being Directors and no Shareholder (who is not a Director) shall have any right to inspect any account or book or document of the Company except as conferred by applicable law or authorised by the Board or, in a general meeting, by the Company.

SECRETARY


105.		The Secretary shall be appointed by the Board at such remuneration (if any) and on such terms as it may think fit and any Secretary so appointed may be removed by the Board. Any revocation or variation of such position shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation or otherwise.

106.		The duties of the Secretary shall be those prescribed by the Companies Acts, together with such other duties as shall from time to time be prescribed by the Board, and in any case, shall include the making and keeping of records of the votes, doings and proceedings of all meetings of the Shareholders and the Board of the Company, and committees, and the authentication of records of the Company.


107.		A provision of the Companies Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL


108.	(a)	The Company, in accordance with article 87, may have for use in any territory outside Ireland one or more additional Seals, each of which shall be a duplicate of the Seal with or without the addition on its face of the name of one or more territories, districts or places where it is to be used and a securities seal as provided for in the Companies (Amendment) Act 1977.

	(b)	Any Authorised Person may affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated or executed under Seal. Subject to the Companies Acts, any instrument to which a Seal is affixed shall be signed by one Authorised Person. As used in this article 108(b), “Authorised Person” means (i) any Director, the Secretary or any Assistant Secretary, and (ii) any other person authorised for such purpose by the Board from time to time (whether, in the case of this clause (ii), identified individually or collectively and whether identified by name, title, function or such other criteria as the Board may determine).

DIVIDENDS AND OTHER PAYMENTS


109.	(a)	The Board may from time to time declare and pay such dividends to the Shareholders as appear to the Directors to be justified by the profits of the Company.

	(b)	The Board may declare and pay dividends in any currency that the Board in its discretion shall choose.

110.	Except insofar as the terms of issue of any shares otherwise provide, all shares issued on the record date for a dividend shall rank equally for such dividend.

111.	The Board may deduct from any dividend or other moneys payable to a Shareholder (either alone or jointly with another) by the Company on or in respect of any shares all sums of money (if any) due from him (either alone or jointly with another) to the Company in respect of shares of the Company.

112.	No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company, unless the terms of issue of that share otherwise expressly provide.

113.	(a)	Any dividend or other sum payable in cash to the holder of a share may be paid by cheque, wire transfer or other means approved by the Board and, in the case of a cheque, may be sent through the post addressed to the holder at his address in the Register (or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the share at his registered address as appearing in the Register).


	(b)	Every such cheque or wire transfer shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of one or more of the holders and shall be sent at his or their risk and payment of the cheque or wire transfer by the bank on which it is drawn or from which it is transferred (as the case may be) shall constitute a good discharge to the Company.

	(c)	In addition, any dividend or other sum payable to the holder of a share may be paid by a bank or other funds transfer system or by such other means as may be approved by the Board and to or through such person as the holder or joint holders may direct in writing, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or when it has acted on any such direction.

	(d)	Any one of two or more joint holders may give an effectual receipt for any dividend or other moneys payable or property distributable in respect of the shares held by such joint holders.

114.	(a)	If (i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with these articles is left uncashed or is returned to the Company and, after reasonable enquiries, the Company is unable to establish any new address or, with respect to a payment to be made by a funds transfer system, a new account, for that person or (ii) such a payment is left uncashed or returned to the Company on two consecutive occasions, the Company shall not be obliged to send any dividends or other sums payable in respect of that share to that person until he notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to be used for the purpose.

	(b)	Subject to any applicable abandoned property, escheat or similar laws, any dividend or other distribution in respect of a share which is unclaimed for a period of 6 years from the date on which it became payable shall be forfeited and shall revert to the Company. The payment by the Company of any unclaimed dividend or other distribution payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it.

115.	The Board may, insofar as the Companies Acts permit, direct payment or satisfaction of any dividend or other distribution wholly or in part by the distribution of specific assets and, in particular, of fully or partly paid up shares, in accordance with the Companies Acts or other securities of any other corporation; and, where any difficulty arises in regard to such dividend or distribution, the Board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions, or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets, and may determine that cash payments shall be made to any Shareholders on the basis of the values so fixed in order to secure equality of distribution, and may vest any such specific assets in trustees as may seem expedient to the Board.

RESERVES


116.		The Board may, before declaring any dividend or other distribution, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such manner as the Board lawfully determines. The Board may also without placing the same to reserves carry forward any sums that it may think it prudent not to distribute.

CAPITALISATION OF RESERVES


117.	(a)	Upon the recommendation of the Board, the Company may, by Ordinary Resolution, authorise the Board to cause any sum then standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account to be capitalised and applied on behalf of the Shareholders who would have been entitled to receive the same if the same had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for then unpaid on any shares held by them respectively or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such holders in the proportions aforesaid) or partly in one way and partly in another, so however, that the only purpose for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by Sections 62 and 64 of the 1963 Act.

	(b)	Upon the recommendation of the Board, the Company may, by Ordinary Resolution, authorise the Board to capitalise any part of the amount then standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those Shareholders of the Company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the Board shall give effect to such resolution.

118.	Whenever an Ordinary Resolution is passed in pursuance of article 117, the Board shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Board to make such provision as it shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale amongst the Shareholders otherwise entitled to such fractions in due proportions) and also to authorise any person to enter on behalf of all of the Shareholders concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further shares or debentures to which they


	may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Shareholders.

119.	(a)	Whenever a capitalisation issue of shares is authorised under article 117, the Board may, subject to the rights attached to any particular class or series of shares, also decide to offer any Shareholder the right to elect to forego his entitlement to receive additional shares under such capitalisation issue (or such part of his entitlement as the Board may determine) and to receive instead a payment in cash (a “cash option”) in accordance with the following provisions of this article 119.

	(b)	The amount payable under and all other terms of the cash option shall be decided by the Board, which may fix a limit on the extent to which an election for the cash option shall be effective (whether by reference to a part of any Shareholder’s total entitlement to additional shares or to the total number of additional shares in respect of which all such elections may be made on any occasion).

	(c)	The Board shall give notice to the Shareholders of their rights of election in respect of the cash option and shall specify the procedure to be followed in order to make an election.

	(d)	Payments to those Shareholders who elect to receive cash instead of their entitlement to further shares under such a capitalisation issue (“cash electors”) may, to the extent permitted by the Companies Acts, be made either (i) out of profits or reserves of the Company available for the payment of dividends or (ii) out of the net proceeds of sale of the shares to which the cash electors would have been entitled under such capitalisation issue but for their election to receive cash, or partly in one way and partly in the other, as the Board determines. To the extent that the Board determines that payment is to be made as in (ii) above, the Board shall be entitled to sell the additional shares to which the cash electors would have been entitled, to appoint some person to transfer those shares to the purchaser (who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale). The net proceeds of sale shall be applied in or towards payment of the amounts due to cash electors in respect of their cash entitlement and, to the extent that they exceed that entitlement, may be retained by the Company for its benefit.

	(e)	The Board may decide that Shareholders resident in territories where, in the opinion of the Board, compliance with local laws or regulations would be unduly onerous if those Shareholders were to receive additional shares, shall be deemed to have exercised rights of election to receive cash.

	(f)	The Board may determine that any sums due in respect of a cash option to all or some of those Shareholders whose registered addresses are in a particular territory shall be paid in a currency or currencies other than US dollars and, if it does so, the Board may fix or otherwise determine the basis of conversion into the other currency

or currencies and payment of that converted amount in that currency shall be in full satisfaction of the entitlement to such sum.

120.

(a)

The Board may, subject to the rights attached to any particular class or series of shares, offer any Shareholder the right to elect to receive further shares, credited as paid up, instead of cash in respect of all (or some part) of any dividend (a “scrip dividend”) in accordance with the following provisions of this article 120.

(b)

The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may be considered convenient, the value of the further shares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. For these purposes the value of the further shares shall be calculated in such manner as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.

(c)

The Board shall give notice to the Shareholders of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

(d)

The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly made and the Board shall capitalise a sum equal to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 120(b)) of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may consider appropriate.

(e)

The Board may decide that the right to elect for any scrip dividend shall not be made available to Shareholders resident in any territory where, in the opinion of the Board, compliance by the Company with local laws or regulations would be unduly onerous.

(f)

The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any shares in accordance with the provisions of this article 120, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Shareholders concerned).

(g)

The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election pursuant to this article 120 is offered, elect to receive further shares in lieu of such dividend on the terms of such mandate.

RECORD DATES

121.

(a)

For any lawful purpose, including, without limitation, the determination of the Shareholders who are entitled to:

(i)

receive notice of or to vote at a meeting of Shareholders;


		(ii)	receive payment of any dividend or distribution;

		(iii)	receive or exercise rights of purchase of or subscription for, or exchange or conversion of, share or other securities, subject to contract rights with respect thereto; or

		(iv)	participate in the execution of written consents, waivers or releases,

		the Directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (i), (ii) and (iii) above, shall not be more than sixty days preceding the date of the meeting of the Shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt of the exercise of rights, as the case may be.

	(b)	If a meeting of the Shareholders is called by persons entitled to call the same, or action is taken by Shareholders without a meeting, and if the Directors fail to refuse, within such time as the persons calling such meeting or initiating such other action may request, to fix a record date for the purpose of article 121(a), then the persons calling such meeting or initiating such other action may fix a record date for such purpose, subject to the limitations set forth in article 121(a).

	(c)	The record date for the purpose of article 121(a)(i) shall continue to be the record date for all adjournments of such meeting, unless the Directors or the person who shall have fixed the original record date shall, subject to the limitations set forth in article 121(a), fix another date, and in case a new record date is so fixed, notice of the record date and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of said date in accordance with the same requirements as those applying to a meeting newly called.

	(d)	Subject to section 121 of the 1963 Act, the Directors may close the Register during the whole or any part of the period provided for in article 121(a), including the date of the meeting of the Shareholders and the period ending with the date, if any, to which adjourned.

	(e)	If no record date is fixed therefor, the record date for determining the Shareholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of Shareholders, shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, s the case may be.
SERVICE OF NOTICES AND OTHER DOCUMENTS
122.	Any notice or other document may be sent to, served on or delivered to any Shareholder by the Company either personally or by sending it by electronic record, facsimile, through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by any other means permitted under applicable law. Acknowledgement of receipt shall not be required and is not a condition of valid service of due notice.


123.	Any notice or other document shall be deemed to have been served or delivered:

	(a)	if given by facsimile, 24 hours after the time such facsimile is transmitted and the appropriate confirmation is received;

	(b)	if mailed, 24 hours after deposited in the mail, in a postage-prepaid letter addressed to the Shareholder at his address as it appears in the Register;

	(c)	if sent by email or other electronic transmission, 24 hours after such email or other electronic submission is transmitted; or

	(d)	if published as an electronic record on a website, 24 hours after the time that the notice or other document is published on the website, provided the Shareholder has previously consented to receipt of notice by means of such delivery as provided in article 126 or otherwise; and

	(e)	if given by any other means, when delivered at the applicable address;

	and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post, except in respect of electronic means of service where the record of the Company’s or its agent’s system shall be deemed to be the definitive record of delivery.

124.	For purposes of these articles and the 1963 Act, a document shall be deemed to have been sent to a Shareholder if a notice is given, served, sent or delivered to the Shareholder in accordance with article 122 and the notice specifies the website or hyperlink or other electronic link at or through which the Shareholder may obtain a copy of the relevant document.

125.	Any notice of a general meeting of the Company shall be deemed to be duly given to a shareholder, or other person entitled to it, if it is sent to him by cable, telex, telecopier, electronic mail or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served 24 hours after its dispatch.

126.	Any requirement in these articles for the consent of a Shareholder in regard to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the Board, including the receipt of the Company’s audited accounts and the Directors’ and auditors’ reports thereon, shall be deemed to have been satisfied where the Company has sent written notice to the Shareholder informing him of its intention to use electronic communications for such purposes and the Shareholder has not, within four weeks of the issue of such notice, served an objection in writing to the Company to such proposal. Where a Shareholder has given, or is deemed to have given, his consent to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the Board, he may revoke such consent at any time by requesting the Company to communicate with him in written form; provided, however, that such revocation shall not take effect until


	5 days after written notice of the revocation is received at the Registered Office (or at such other place as may be specified by the Board from time to time).

127.	In the case of joint holders of a Share, service or delivery of any notice or other document on or to the joint holder first named on the Register shall for all purposes be deemed as sufficient service on or delivery to all of the joint holders.

128.	Any notice or other document delivered, sent or given to a shareholder in any manner permitted by these articles shall, notwithstanding that such shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

129.	In the case of a person entitled by transmission to a share whose entitlement has been noted in the Register, any notice or other document shall be served on or delivered to him as if he were the holder of that share and his address noted in the Register were his registered address. A notice may be given by the Company to any other person entitled by transmission to a share by sending it through the post in a prepaid letter addressed to such person by name or by title of representatives of the deceased or official assignee in bankruptcy or by any like description at the address supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

130.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.
SHAREHOLDER RIGHTS PLAN
131.	Subject to applicable law, the Board is hereby expressly authorised to adopt any shareholder rights plan or similar plan, agreement or arrangement pursuant to which, under circumstances provided therein, some or all shareholders will have rights to acquire Shares or interests in Shares at a discounted price, upon such terms and conditions as the Board deems expedient and in the best interests of the Company.
WINDING UP
132.	If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required under applicable law:

	(a)	divide among the Shareholders in cash or in kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not) and for such purposes set such value as he deems fair on any property to be so divided and


		determine how such division shall be carried out as between the Shareholders or different classes or series of Shareholders (without prejudice to the rights attaching to any class or series of shares by virtue of these articles or the terms of issue of any such shares); and

	(b)	vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

133.	In case of a sale by the liquidator under Section 260 of the 1963 Act, the liquidator may by the contract of sale agree to bind all of the Shareholders for the allotment to the Shareholders direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract set a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting Shareholders conferred by the said Section.

134.	The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another corporation, either then already constituted or about to be constituted for the purpose of carrying out the sale.
INDEMNIFICATION
135.	(a)	Subject to articles 135(g) and 135(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action, suit or proceeding by or in the right of the Company) by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of the relevant employee benefit plan of the Company or any Group Company, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person (i) did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of such employee benefit plan, and (ii) with respect to any criminal proceeding, had reasonable cause to believe his or her conduct was unlawful.

	(b)	Subject to articles 135(g) and 135(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in


				its favour by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees) actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of the relevant employee benefit plan of the Company or any Group Company, and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable for wilful neglect or wilful default in the performance of his or her duty to the Company or to such employee benefit plan unless and only to the extent that the Irish High Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

		(c)		Subject to articles 135(g) and 135(h), to the extent that an Indemnified Person shall be successful on the merits or otherwise in defence, of any action, suit or proceeding referred to in articles 135(a) and 135(b) above, or in defence of any claim, issue or matter therein, he or she shall be indemnified against expenses (including legal fees) actually and reasonably incurred by him or her in connection therewith.

		(d)		Any indemnification under articles 135(a) and 135(b) above (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in articles 135(a) and 135(b). Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable (or, even if obtainable, if a quorum of disinterested Directors so directs), by independent legal counsel in a written opinion, or (iii) by the Shareholders entitled to vote at general meetings of the Company.

		(e)		The Board shall have power to purchase and maintain insurances for the benefit of any persons who are or were at any time Indemnified Persons or employees or agents of the Company, or any Group Company or of any other corporation or employee benefit plan in which the Company or any Group Company has any direct or indirect interest, including insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported performance of their duties or powers or offices in relation to the Company or such other corporation.

		(f)		Subject to articles 135(g) and 135(h), expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorised by the Board in the manner provided in article 135(d), upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount unless it shall


				ultimately be determined that he or she is entitled to be indemnified by the Company as authorised in this article 135.

		(g)		The provisions for indemnity contained in these articles shall have effect to the fullest extent permitted by law, but shall not extend to any matter which would render them void pursuant to the Companies Acts.

		(h)		The rights to indemnification and reimbursement of expenses provided by these articles are in addition to (i) any other rights to which a person may be entitled, including any other rights under these articles, under any other applicable bye-laws or articles of any other corporation, under any agreement, under any insurance purchased by the Company or any Group Company, pursuant to any vote of shareholders or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, both as to action in his or her official capacity while holding such office and as to action in another capacity while holding such office, and (ii) the power of the Company to indemnify or otherwise make payments (without prior commitment upon the authorisation of the Board) of the type contemplated by this article 135 in respect of any person who is or was an employee, office holder or Director of the Company or of another corporation, any joint venture, trust or other enterprise which he is serving or has served at the request of the Company. The indemnification provided by this article shall continue as to a person who has ceased to be an Indemnified Person and shall inure to the benefit of his heirs, executors and administrators.

		(i)		In this article 135, the term “Indemnified Person” means any officer of the Company (including any Director or Secretary) or any other person appointed pursuant to article 103, any member of a committee constituted under article 93, any person acting as an office holder of the Company, any person holding any other executive or official position of the Company, any employee or agent of the Company, and any person serving at the request of the Company as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company or any Group Company. As used in this article, references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved.

		(j)		To the fullest extent permitted under Irish law, no Director, officer of the Company or other person appointed pursuant to article 103 (each, a “Covered Person”) shall be liable or answerable for the acts, receipts, neglects, or defaults of any other Covered Person or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage, or misfortune whatever which shall happen in or about the


		execution of the duties of his or her office or other position with the Company or in relation thereto, unless the same happen through his or her own wilful neglect or wilful default.
UNTRACED SHAREHOLDERS
136.	(a)	The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a Shareholder or the shares to which a person is entitled by transmission if and provided that:

		(i)	during a period of six years no dividend in respect of those shares has been claimed and at least three cash dividends have become payable on the shares in question;

		(ii)	on or after expiry of that period of six years the Company has inserted an advertisement in a newspaper circulating in the area of the last-registered address at which service of notices upon the Shareholder or person entitled by transmission may be effected in accordance with these articles and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares;

		(iii)	during that period of six years and the period of three months following the publication of such advertisement the Company has not received any communication from such Shareholder or person entitled by transmission; and

		(iv)	if so required by the rules of any securities exchange upon which the shares in question are then listed, notice has been given to that exchange of the Company’s intention to make such sale.

	(b)	To the extent necessary in order to comply with any laws or regulations to which the Company is subject in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”), the Company may deal with any share of any member and any unclaimed cash payments relating to such share in any manner which it sees fit, including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating to such share.

	(c)	The Company may only exercise the powers granted to it in sub-paragraph (a) and (b) above in circumstances where it has complied with, or procured compliance with, the required procedures (as set out in Applicable Escheatment Laws) with respect to attempting to identify and locate the relevant member of the Company.

	(d)	Any stock transfer form to be executed by the Company in order to sell or transfer a share pursuant to sub-paragraph (a) may be executed in accordance with article 38(b).



		(e)		The Company’s power of sale shall extend to any share which, on or before the date or first date on which any advertisement referred to in clause (ii) of article 136(a) appears, is issued (by way of bonus or otherwise) in respect of a share to which article 136(f) applies.

		(f)		To give effect to any such sale the Board may authorize some person to transfer the shares to the purchaser who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Shareholder or person entitled by transmission for an amount equal to such proceeds and shall enter the name of such former Shareholder or person entitled by transmission in the books of the Company as a creditor for such amount (and, provided that the Company shall have complied with this article 136 and any applicable abandoned property, escheat or similar laws, the Company shall have no other liability to any person). No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board may from time to time think fit.

Exhibit 4.3

LOGO

Border print in SC 7LL Blue. COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF AB note North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: DENISE LITTLE 931-490-1706 PROOF OF: NOVEMBER 12, 2012 EATON CORPORATION wO 6146 OPERATOR: MR Rev 2 DUBLIN, IRELAND SECURIT I ES CORPORATE EATON CORPORATION plc Eaton Corporation plc, par value U.S. $0.01 each, transferable upon the register of the Company by the registered holder hereof in person or by duly authorized attorney, upon surrender of this certificate accompanied by a proper form of transfer, properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Association of the Company, a copy of which is on file with the Transfer Agent, to all of which t h e holder by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the signatures of its duly authorized officers. FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF ORDINARY C THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY CUSIP G29183 10 3 is the registered holder of Dated: COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE PRESIDENSENIOR VICE PRESIDENT AND SECRETARY T This Certifies that INCORPORATED UNDER THE LAWS OF IRELAND EATON CORPORATION plc Senor President

LOGO

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF AB note North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: DENISE LITTLE 931-490-1706 PROOF OF: NOVEMBER 13, 2012 EATON CORPORATION WO 6146 BK OPERATOR: MR REV.2 Within five days after the receipt of a request addressed to the corporate Secretary, EATON CORPORATION plc will mail to the record holder of this certificate without charge, a copy of the Memorandum and Articles of Association of the Company, which include the express terms of the shares represented by this certificate and other classes and series of shares which the Company is authorized to issue. If you wish to transfer your shares, please contact the transfer agent at 888-597-8625 within the U.S. and Canada and +1-312-588-4141 outside of the U.S. and Canada. For value received, being $ hereby sell, assign and transfer unto THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNOR ordinary shares, nominal value $0.01 each, represented by the within Certificate and do hereby irrevocably constitute and appoint PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE to transfer the said shares on the books of the within named Company with full power of substitution in the premises. Dated NOTICE: Attorney (Signature)

Exhibit 4.4

AMENDED AND RESTATED 2012 STOCK PLAN

Effective April 25, 2012

(Amended and Restated effective November 30, 2012)

1. Purpose

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 2012 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. Administration

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Committee”).

(B) Non-Employee Director Awards

With respect to non-employee director awards, the Plan shall be administered by the Governance Committee of the Board of Directors (the Governance Committee”).

With respect only to those awards for which it has administrative responsibility, the Committee and the Governance Committee shall each have complete authority (except as otherwise provided herein) to interpret all provisions of the Plan and any award consistent with law, to determine the type and terms of awards consistent with the provisions of the Plan, to prescribe the form of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of the each committee shall be final and conclusive. Each committee may act by resolution or in any other manner permitted by law.

The Committee may delegate its authority to one or more officers of the Company (a “Delegate”) with respect to the granting of awards to employees who are not officers or directors of the Company who are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (Section “16b”).

3. Shares Available

The aggregate of (a) the number of Company ordinary shares, nominal value $0.01 per share (“shares”) delivered by the Company in payment and upon exercise of awards to employees and non-employee directors (plus any Eaton Corporation common stock that was issued in settlement of outstanding awards under the Eaton Plan prior to its assumption by the Company) and (b) the number of shares subject to outstanding awards to employees and non-employee directors shall not exceed 21 million at any one time, plus any shares that were subject to outstanding awards under Eaton Corporation’s 2009 Stock

Plan (the “Prior Plan”) as of the Effective Date that are subsequently canceled, expired, forfeited or otherwise not issued under a Prior Plan award or settled in cash, subject to adjustments as authorized herein. The shares available for awards under the Plan will be reduced by (i) one share for each share subject to an award of options or stock appreciation rights and (ii) 2.36 shares for each share subject to an award of restricted shares, restricted share units, performance shares, performance share units or other share based awards denominated in shares. To the extent that any award under the Plan or Prior Plan is forfeited, or any option or stock appreciation right terminates, expires or lapses without being exercised, the shares subject to such awards not delivered as a result thereof shall again be available for awards under the Plan. Shares tendered or withheld to pay the exercise price of a stock option or to pay tax withholding of a stock option or stock appreciation right will count against the foregoing limitations and will not be added back to the shares available under the Plan. When a stock appreciation right that may be settled for shares is exercised, the number of shares subject to the grant agreement shall be counted against the number of shares available for issuance under the Plan as one (1) share for every share subject thereto, regardless of the number of shares used to settle the stock appreciation right upon exercise. Any shares that again become available for grant pursuant to this paragraph (including shares that were subject to Prior Plan awards) shall be added back as one (1) share if such shares were subject to stock options or stock appreciation rights granted under the Plan or the Prior Plan, and as 2.36 shares if such shares were subject to awards of restricted shares, restricted share units, performance shares, performance share units or other share-based awards denominated in shares granted under the Plan or the Prior Plan. Shares available for awards may consist, in whole or in part, of authorized and unissued shares or treasury shares.

The maximum aggregate number of shares or share units underlying options or related to other awards that may be granted to any employee during any three consecutive calendar year period is 1,200,000. In addition, no more than 5% of the total number of shares authorized for delivery under the Plan may be granted as performance shares, restricted shares, stock appreciation rights or other share-based awards (other than stock options) which vest within less than one year after the date of grant. With respect to such awards in excess of 5% of the total number of such authorized number of shares, the vesting period must exceed one year, with no more than one third of shares becoming vested at the end of each of the twelve-month periods following the date of grant; provided, however, the limitations set forth in this sentence shall not apply (i) to awards of stock options and stock appreciation rights, (ii) to awards granted to non-employee directors, (iii) in the event of a change in control of the Company or divestment of a business, or (iv) an employee’s death, disability or retirement.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 2012 annual meeting until the termination of the Plan in accordance with the terms hereof. Awards under the Plan shall be evidenced by a written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company (an “Award Agreement”).

4. Eligibility for Awards

Any salaried employee (including officers) of the Company or any of its subsidiaries occupying a professional or management position may be granted an award. The Committee (or a Delegate) (a) will designate employees to whom grants are to be made, (b) will specify the number of options, stock appreciation rights, performance shares, performance share units, restricted shares, restricted share units or other share-based awards subject to each grant, and (c) subject to Section 5(C), will specify the price of the award, if applicable. Non-employee directors are eligible to receive restricted shares as provided under Section 6.

5. Stock Options

(A) Grants.

The Committee may grant to eligible employees (i) options which are intended to qualify as incentive stock options (“Incentive Stock Options”) under the Internal Revenue Code, or (ii) options which are not intended to qualify as Incentive Stock Options. Each option will give the employee the right to purchase a designated number of shares. The aggregate fair market value (at the time of grant) of shares for Incentive Stock Options under all plans of the Company which become initially exercisable by an employee during any calendar year shall not exceed $100,000 (or such other amount as may be provided by the Internal Revenue Code or the regulations thereunder).

(B) Exercise.

Each option shall be exercisable on such date or dates, during such period and for such number of shares, as shall be determined by the Committee on the date of grant and set forth in the applicable Award Agreement; provided, however, grants to employees subject to 16b shall not be exercisable for at least six months after those options are granted. Option awards that become exercisable based on continued employment with the Company shall become exercisable over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period. The Committee may, in its sole discretion, accelerate or extend (but not beyond the ten-year term of the option) the times when an option may be exercised and the Management Compensation Committee (comprised of Company officers) may do likewise for employees who are not subject to Section 16b of the Exchange Act.

Each Award Agreement for stock options shall state the number of shares to which it pertains and the option price. The option price shall be the fair market value of the shares subject to the option on the date of grant. The fair market value of a share shall be the closing price of a share as quoted on the New York Stock Exchange, unless the Committee specifies the use of a different method to determine the fair market value. In no event may any option granted under the Plan be amended, other than pursuant to Section 11, to decrease the exercise price thereof, be cancelled in conjunction with a cash payment or the grant of any new award or any new option with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such option, unless such amendment, cancellation or action is approved by the Company’s shareholders.

(D) Payment.

The Committee shall establish in the applicable Award Agreement the time or times when an option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, shares or other awards, or any combination thereof, having a fair market value on the exercise date equal to the exercise price in which payment of the exercise price may be made. The Committee shall determine acceptable methods of tendering shares or other consideration.

(E) Performance Objectives.

The Committee may establish performance objectives for determining the exercisability of options as it deems appropriate, which may be measured on a corporate, subsidiary, business unit or individual basis or a combination thereof. If performance objectives are established, the performance period will be a minimum of one year and may overlap other performance periods.

6. Non-employee Director Restricted Shares

Subject to approval of the Plan by shareholders at the 2012 annual meeting, each person who on the grant date (as defined below in this Section 6) is serving as a non-employee director automatically shall be granted a number of restricted shares equal to the quotient resulting from dividing (i) the annual retainer in effect on the grant date, by (ii) the closing price of a share on the New York Stock

Exchange on the Monday immediately prior to the grant date or if that date is not a trading day on the New York Stock Exchange, the trading day immediately preceding that Monday. The grant date is the fourth Wednesday of each January, beginning with January of 2013. Notwithstanding anything to the contrary herein, no non-employee director shall receive any award under the Plan for a particular year if that director receives such a grant under any other stock plan of the Company. Restricted shares are actual shares issued to the non-employee directors which are subject to the terms and conditions set forth in the Award Agreement as approved by the Governance Committee.

7. Employee Restricted Shares, Restricted Share Units and Other Share-based Awards

(A) Share-Based Awards.

The Committee may grant other share-based awards to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. Such grants may include restricted shares or restricted share units. The Committee may specify such criteria or periods for payment as it shall determine and the extent to which such criteria or periods have been met shall be conclusively determined by the Committee and set forth in the Award Agreement. Other share-based grants may be paid in shares or other consideration related to shares, as specified by the grant, and shall have such terms and conditions as shall be determined by the Committee and set forth in the Award Agreement. Share based awards shall vest over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period; provided, however, the limitations set forth in this sentence shall not apply in the event of a change in control of the Company, divestment of a business or an employee’s death, disability or retirement.

B) Performance Objectives.

The Committee may establish performance objectives for determining the vesting of share-based awards as it deems appropriate, which may be measured on a corporate, subsidiary, business unit or individual basis or a combination thereof. If performance objectives are established, the performance period will be a minimum of one year and may overlap other performance periods.

8. Performance Awards

(A) Grants.

The Committee may grant performance shares or performance share units to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. The Committee shall establish award periods and shall establish in writing within the first 90 days of each award period the number of performance shares or units to be earned and the Company performance objectives (as defined below) to be met. A performance share unit is equal in value to one share and subject to vesting on the basis of the achievement of specified performance objectives. Upon vesting, performance share units will be settled by delivery of shares to the holder of the units equal to the number of vested performance share units, less a sufficient number of shares to satisfy tax withholding requirements.

No grantee may receive a long-term incentive award in any performance period of more than 400,000 share equivalent units, subject to adjustment pursuant to Section 11.

The Award Agreement shall specify if the grantee shall be entitled to receive current or deferred payments of cash in respect of vested performance units corresponding to the dividends payable on shares.

(B) Performance Objectives.

(1) The performance objectives for performance share or performance share unit grants shall be set forth in the related Award Agreement and shall consist of objective tests based on one or more of the following: the Company’s earnings, cash flow, cash flow return on gross capital, revenues, financial return ratios, market performance, shareholder return and/or value, operating profits, net profits, earnings per share, operating earnings per share, profit returns and margins, share price, working capital, and changes between years or periods, or returns over years or periods that are determined with respect to any of the above-listed performance criteria.

(2) The performance period may extend over one to five calendar years, and may overlap one another, although no two performance periods may consist solely of the same calendar years. Performance Objectives may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Further, Performance Objectives may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected Performance Objectives.

(3) When the Performance Objectives for an award period are established, the formula for any such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss, and will be based on accounting rules and related Company accounting policies and practices in effect on the date of the

award.

(4) After performance shares or units have been granted and performance objectives have been established, the initial performance share or unit target award may be increased or decreased based only upon the performance level achieved within a performance period.

9. Other Awards

In limited circumstances where the Committee determines that the use of stock options or restricted shares or restricted share units is inadvisable for tax or other regulatory reasons, it may grant stock appreciation rights or other types of awards to eligible employees. Stock appreciation rights entitle the holder, upon exercise, to receive a number of shares or cash, as the Committee may determine, equal to the increase in fair market value of a number of shares designated by such rights from the date of grant to the date of exercise. The number of shares subject to a stock appreciation right shall be counted against the individual limit on the maximum number of shares that may be awarded to any employee during any three consecutive calendar year periods, and against the maximum number of shares which may be delivered under the Plan. The exercise price per share of a stock appreciation right shall not be less than the fair market value of a share on the grant date and the term of a stock appreciation right may be no longer than ten years. The fair market value of a share shall be the closing price of a share as quoted on the New York Stock Exchange, unless the Committee specifies the use of a different method to determine fair market value. In no event may any stock appreciation right granted under the Plan be amended, other than pursuant to Section 11, to decrease the exercise price thereof, be cancelled in conjunction with a cash payment or the grant of any new award or any new stock appreciation right with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such stock appreciation right, unless such amendment, cancellation or action is approved by the Company’s shareholders. Stock appreciation rights and other types of awards covered in this Section 9 that become exercisable based on continued employment shall vest over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period.

10. Transfers

Notwithstanding anything herein to the contrary, the transfer of Incentive Stock Options shall be limited as required by the Internal Revenue Code and applicable regulations.

11. Adjustments

In the event of any alteration to the capital structure of the company, whether by way of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted: (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units; (b) the prices relating to outstanding awards; and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

12. Qualified Performance-Based Awards

(A) The provisions of the Plan are intended to ensure that all options, performance shares and performance share units granted hereunder to any individual who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Internal Revenue Code) qualify for the Section 162(m) exception (the “Section 162(m) Exception”) for performance-based compensation (a “Qualified Performance-Based Award”), and all of the awards specified in this Section 12(A) and the Plan shall be interpreted and operated consistent with that intention.

(B) Each Qualified Performance-Based Award (other than an option or stock appreciation right) shall be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Objectives, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. Qualified Performance-Based Awards may not be amended, nor may the Committee exercise discretionary authority in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exception. Awards shall be contingent on continued employment by the Company during each performance period; provided, however, that this requirement will not apply in the event of termination of employment by reason of death or disability (as determined by the Committee). In the event of termination of employment of a participant for these reasons during any incomplete performance periods, awards for such performance periods shall be prorated for the amount of service by the participant during the performance period. The prorated awards shall be payable to the participant (or to his or her estate) at the same time as awards for such performance periods are paid to the other participants and shall be subject to the same requirements for attainment of the specified Performance Objectives as apply to such other participants’ awards.

(C) The Committee shall certify in writing as to the measurement of performance by the Company and the business units relative to Performance Objectives and the resulting earned performance awards. The Committee shall rely on such financial information and other materials as it deems necessary and appropriate to enable it to certify to the percentage of achievement of Performance Objectives. The Committee shall make its determination not later than March 15 following the end of the performance measurement period.

13. General Provisions

(A) Awards granted under the Plan are subject to the Company’s policy, adopted by the Board of Directors, that provides that, if the Board determines that an executive engaged in any fraud, misconduct or other bad-faith action that, directly or indirectly, caused or partially caused the need for a material accounting restatement for any period as to which a performance-based award was paid or credited to the executive, the performance based award is subject to reduction, cancellation or

reimbursement at the discretion of the Board.

(C) The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any Committee regulations, to pay the amount of such withholding taxes in shares.

(D) No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity.

(E) The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States, shall be governed by the laws of Ohio.

14. Amendment and Termination

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be materially amended without shareholder approval if shareholder approval is required by law, regulation or an applicable stock exchange rule. Notwithstanding the previous sentence, the Plan may not be amended without shareholder approval to (i) increase the aggregate number of shares which may be issued under the Plan, (ii) increase the maximum number of shares which may be granted to any employee, or (iii) grant options or stock appreciation rights at a purchase price below fair market value on the date of grant.

15. Effective and Termination Dates

The Plan became effective when it was approved by shareholders at the 2012 annual meeting of shareholders (the “Effective Date”). As of the Effective Date, no new awards have or shall be granted to any employee or non-employee Director under any other previously approved Company stock plan.

No awards shall be granted under the Plan after the date that is ten years after the Effective Date. Awards granted before that date shall remain valid thereafter in accordance with their terms.

16. Compliance

Notwithstanding any other provision of this Plan, (a) the Company shall not be obliged to issue any shares pursuant to an award unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the

holder of an award is obliged to make such payment) and (b) the Company shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

Exhibit 4.5

LOGO

SECOND AMENDED AND RESTATED 2009 STOCK PLAN

Amended and Restated, effective November 30, 2012

1. Purpose

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 2009 Stock Plan (the “Eaton Plan”), as amended and restated on April 27, 2010, was again amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. Administration

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Committee”).

(B) Non-Employee Director Awards

With respect to non-employee director awards, the Plan shall be administered by the Governance Committee of the Board of Directors (the “Governance Committee”).

3. Shares Available

The aggregate of (a) the number of Company ordinary shares, nominal value $.01 per share (“shares”) delivered by the Company in payment and upon exercise of awards to employees and non-employee directors (plus any Eaton Corporation common stock that was issued in settlement of outstanding awards under the Eaton Plan prior to its assumption by the Company) and (b) the number of shares subject to outstanding awards to employees and non-employee directors shall not exceed 9.6 million at any one time, subject to adjustments as authorized herein. Any shares available for options or stock appreciation rights will be reduced by 2.36 for each restricted share, restricted share unit, performance share, performance share unit or other share-based awards denominated in full shares. To the extent that any award is forfeited, or any option or stock appreciation right terminates, expires or lapses without being exercised, the shares subject to such awards not delivered as a result thereof shall again be available for awards under the Plan. Shares tendered or withheld to pay the exercise price of a stock option or to pay tax withholding will count against the foregoing limitations and will not be added back to the shares available under the Plan. When a stock appreciation right that may be settled for shares is exercised, the number of shares subject to the grant agreement shall be counted against the number of shares available for issuance under the Plan as one (1) share for every share subject thereto, regardless of the number of shares used to settle the stock appreciation right upon exercise. Shares available for awards may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 2009 annual meeting until December 31, 2019 or until the termination of the Plan in accordance with the terms hereof if earlier. Awards under the Plan shall be evidenced by a written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company (an “Award Agreement”).

4. Eligibility for Awards

5. Stock Options

(A) Grants.

(B) Exercise.

Each option shall be exercisable on such date or dates, during such period and for such number of shares, as shall be determined by the Committee on the date of grant and set forth in the applicable Award Agreement; provided, however, grants to employees subject to Section 16b shall not be exercisable for at least six months after those options are granted. Option awards that become exercisable based on continued employment with the Company shall become exercisable, over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period. The Committee may, in its sole discretion, accelerate or extend (but not beyond the ten-year term of the option) the times when an option may be exercised and the Management Compensation Committee (comprised of Company officers) may do likewise for employees who are not subject to Section 16b.

Each Award Agreement for stock options shall state the number of shares to which it pertains and the option price. The option price shall be the fair market value of the shares subject to the option on the date of grant. The fair market value of a share shall be the closing price of a share as quoted on the New York Stock Exchange, unless the Committee specifies the use of a different method to determine the fair market value. In no event may any option granted under the Plan be amended, other than pursuant to Section 11, to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new option with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such option,

unless such amendment, cancellation or action is approved by the Company’s shareholders.

(D) Payment.

(E) Performance Objectives

The Committee may establish performance objectives for determining the exercisability of options, as it deems appropriate, which may be measured on a corporate, subsidiary, business unit, or individual basis or a combination thereof. If performance objectives are established, the performance period will be a minimum of one year and may overlap other performance periods.

6. Non-employee Director Restricted Shares

Subject to approval of the Plan by shareholders at the 2009 annual meeting, each person who on the grant date (as defined below in this Section 6) is serving as a non-employee director automatically shall be granted a number of restricted shares equal to the quotient resulting from dividing (i) the annual retainer in effect on the grant date, by (ii) the closing price of a share on the New York Stock Exchange on the Monday immediately prior to the grant date or if that date is not a trading day on the New York Stock Exchange, the trading day immediately preceding that Monday. The grant date is the fourth Wednesday of each January, beginning with January of 2010. Notwithstanding anything to the contrary herein, no non-employee director shall receive any award under the Plan for a particular year if that director receives such a grant under any other stock plan of the Company. Restricted shares are actual shares issued to the non-employee directors which are subject to the terms and conditions set forth in the Award Agreement as approved by the Governance Committee.

7. Employee Restricted Shares, Restricted Share Units and Other Share-based Awards

(A) Share-Based Awards.

Agreement. Share-based awards shall vest, over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period.

(B) Performance Objectives.

The Committee may establish performance objectives for determining the vesting of share-based awards, as it deems appropriate, which may be measured on a corporate, subsidiary, business unit, or individual basis or a combination thereof. If performance objectives are established, the performance period will be a minimum of one year and may overlap other performance periods.

8. Performance Awards

(A) Grants.

No grantee may receive a long-term incentive award in any performance period of more than 400,000 share equivalent units, subject to adjustment pursuant to Section 11.

(B) Performance Objectives

Objectives may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected Performance Objectives.

9. Other Awards

(A) Awards.

In limited circumstances where the Committee determines that the use of stock options or restricted shares or restricted share units is inadvisable for tax or other regulatory reasons, it may grant stock appreciation rights or other types of awards to eligible employees. Stock appreciation rights entitle the holder, upon exercise, to receive a number of shares or cash, as the Committee may determine, equal to the increase in fair market value of a number of shares designated by such rights from the date of grant to the date of exercise. The number of shares subject to a stock appreciation right shall be counted against the individual limit on the maximum number of shares that may be awarded to any employee during any three consecutive calendar year period, and against the maximum number of shares which may be delivered under the Plan. The exercise price per share of a stock appreciation right shall not be less than the fair market value of a share on the grant date and the term of a stock appreciation right may be no longer than ten years. The fair market value of a share shall be the closing price of a share as quoted on the New York Stock Exchange, unless the Committee specifies the use of a different method to determine fair market value. In no event may any stock appreciation right granted under the Plan be amended, other than pursuant to Section 10, to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new stock appreciation right with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such stock appreciation right, unless such amendment, cancellation or action is approved by the Company’s shareholders. Stock appreciation rights and other types of awards covered in this Section 9(A) [that become exercisable based on continued employment?]shall vest, over a minimum period of three years from the date of the grant, with the award vesting in its entirety at the end of such three-year period or ratably over such period.

10. Transfers

Except as otherwise provided by the Committee, awards under the Plan are not transferable other than by will or the laws of descent and distribution. A transferred award may be exercised by the transferee only to the extent that the grantee would have been entitled to exercise the award had the award not been transferred.

Notwithstanding anything herein to the contrary, the transfer of Incentive Stock Options shall be limited as required by the Internal Revenue Code and applicable regulations.

11. Adjustments

In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted: (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units; (b) the prices relating to outstanding awards; and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

12. Qualified Performance-Based Awards

attainment of the specified Performance Objectives as apply to such other participants’ awards.

13. General Provisions

(B) With respect to awards granted pursuant to Sections 5, 7 and 9 above, the Committee is prohibited from waiving any vesting or restriction periods applicable to awards except in the case of death, disability, retirement, change in control, or divestment of a business, or in other circumstances with respect to awards covering up to 5% of the total number of shares authorized under the Plan.

(E) The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States, shall be governed by the laws of Ohio.

14. Amendment and Termination

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be materially amended without shareholder approval if shareholder approval is required by law, regulation or an applicable stock exchange rule. Notwithstanding the previous sentence, the Plan may not be amended without shareholder approval to (i) increase the aggregate number of shares which may be issued under the Plan,(ii) increase the maximum number of shares which may be granted to any employee, or (iii) grant options or stock appreciation rights at a purchase price below fair market value on the date of grant.

15. Effective and Termination Dates

The Plan became effective when it was approved by shareholders holding a majority of the Company’s outstanding common shares entitled to vote at the 2009 annual meeting of shareholders. As of the Effective Date, no new awards have or shall be granted to any employee or non-employee Director under any other previously approved Company stock plan after the Plan became effective.

No awards shall be granted under the Plan after December 31, 2019. Awards granted before that date shall remain valid thereafter in accordance with their terms.

16. Compliance

Notwithstanding any other provision of this Plan, (a) the Company shall not be obliged to issue any shares pursuant to an award unless at least the nominal value of each such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b) the Company shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

Exhibit 4.6

AMENDED AND RESTATED 2008 STOCK PLAN

Amended and Restated Effective November 30, 2012

1. Purpose

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long-term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 2008 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. Administration

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Committee”).

(B) Non-Employee Director Awards

With respect to non-employee director awards, the Plan shall be administered by the Governance Committee of the Board of Directors (the “Governance Committee”).

With respect only to those awards for which it has administrative responsibility, the Committee and the Governance Committee shall each have complete authority (except as otherwise provided herein) to interpret all provisions of the Plan and any award consistent with law, to determine the type and terms of awards consistent with the provisions of the Plan, to prescribe the form of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of each committee shall be final and conclusive. Each committee may act by resolution or in any other manner permitted by law.

3. Shares Available

The aggregate of (a) the number of Company ordinary shares, nominal value $.01 per share (“shares”) delivered by the Company in payment and upon exercise of awards to employees and non-employee directors (plus any Eaton Corporation common stock that was issued in settlement of outstanding awards under the Eaton Plan prior to its assumption by the Company) and (b) the number of shares subject to outstanding awards to employees and non-employee directors shall not exceed 6,000,000 at any one time, subject to adjustments as authorized herein. Any shares available for options or stock appreciation rights will be reduced by 2.47 for each performance share, performance share unit, restricted share, restricted share unit or other share-based awards denominated in full shares. To the extent that any award is forfeited, or any option or stock appreciation right terminates, expires or lapses without being exercised, the shares subject to such awards not delivered as a result thereof shall again be available for awards under the Plan. Shares tendered or withheld to pay the exercise price of a stock option or to pay tax withholding will count against the foregoing limitations and will not be added back to the shares available under the Plan. Each stock appreciation right will count as one share, notwithstanding the fact that net shares delivered upon exercise may be less than the number of stock appreciation rights granted. Shares available for awards may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 2008 annual meeting until December 31, 2018 or until the termination of the Plan in accordance with the terms hereof, if earlier. Awards under the Plan shall be evidenced by a written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company (an “Award Agreement”).

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4. Eligibility for Awards

Any salaried employee (including officers) of the Company or any of its subsidiaries occupying a professional or management position may be granted an award. The Committee (or a Delegate) (a) will designate employees to whom grants are to be made, (b) will specify the number of options, stock appreciation rights, performance shares, performance share units, restricted shares, restricted share units or other share-based awards subject to each grant, and (c) subject to Section 5(B), will specify the price of the award, if applicable. Non-employee directors are eligible to receive restricted shares as provided under Section 6.

5. Stock Options

(A) Grants.

(B) Exercise.

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option granted under the Plan be amended, other than pursuant to Section 10, to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new option with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such option, unless such amendment, cancellation or action is approved by the Company’s shareholders.

(D) Payment.

6. Non-employee Director Restricted Shares

Subject to approval of the Plan by shareholders at the 2008 annual meeting, each person who on the grant date (as defined below in this Section 6) is serving as a non-employee director automatically shall be granted a number of restricted shares equal to the quotient resulting from dividing (i) four times the annual retainer in effect on the grant date, by (ii) the closing price of a share on the New York Stock Exchange on the grant date. The grant date is the fourth Wednesday of each January, beginning with January of 2009. Notwithstanding anything to the contrary herein, no non-employee director shall receive any award under the Plan for a particular year if that director receives such a grant under any other stock plan of the Company. Restricted shares are actual shares issued to the non-employee directors which are subject to the terms and conditions set forth in the Award Agreement as approved by the Governance Committee.

7. Performance Awards

(A) Grants.

The Committee may grant performance shares or performance share units to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. The Committee shall establish award periods and shall establish the number of performance shares or units to be earned if Company performance objectives (as defined below) are met. A performance share unit is equal in value to one share and subject to vesting on the basis of the achievement of specified performance objectives. Upon vesting, performance share units will be settled by delivery of shares to the holder of the units equal to the

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number of vested performance share units, less a sufficient number of shares to satisfy tax withholding requirements.

No grantee may receive a long-term incentive award in any performance period of more than 200,000 share equivalent units, subject to adjustment pursuant to Section 10. Nothing herein shall preclude the Committee from making any payments or granting any awards whether or not such payments or awards qualify for tax deductibility under Section 162(m) of the Internal Revenue Code.

(B) Performance Objectives.

(1) The performance objectives for performance share or performance share unit grants shall be set forth in the related Award Agreement and shall consist of objective tests based on one or more of the following: earnings, cash flow, cash flow return on gross capital, revenues, financial return ratios, market performance, shareholder return and/or value, operating profits, net profits, earnings per share, operating earnings per share, profit returns and margins, share price, working capital, and changes between years or periods, or returns over years or periods that are determined with respect to any of the above-listed performance criteria.

(2) The performance period may extend over two to five calendar years, and may overlap one another, although no two performance periods may consist solely of the same calendar years. Performance Objectives may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Further, Performance Objectives may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected Performance Objectives.

(3) The formula for any such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss, and will be based on accounting rules and related Company accounting policies and practices in effect on the date of the award.

(4) After performance shares or units have been awarded and performance objectives have been established, the initial performance share or unit target award may be increased or decreased only upon attainment of the performance objectives within a performance period.

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8. Other Awards

In limited circumstances where the Committee determines that the use of stock options is inadvisable for tax or other regulatory reasons, it may grant stock appreciation rights to eligible employees. Stock appreciation rights entitle the holder, upon exercise, to receive a number of shares or cash, as the Committee may determine, equal to the increase in fair market value of a number of shares designated by such rights from the date of grant to the date of exercise. The number of shares subject to a stock appreciation right shall be counted against the individual limit on the maximum number of shares that may be awarded to any employee during any three consecutive calendar year period, and against the maximum number of shares which may be delivered under the Plan. The exercise price per share of a stock appreciation right shall not be less than the fair market value of a share on the grant date. The fair market value of a share shall be the closing price of a share as quoted on the New York Stock Exchange. In no event may any stock appreciation right granted under the Plan be amended, other than pursuant to Section 10, to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new stock appreciation right with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such stock appreciation right, unless such amendment, cancellation or action is approved by the Company’s shareholders.

9. Transfers

Notwithstanding anything herein to the contrary, the transfer of Incentive Stock Options shall be limited as required by the Internal Revenue Code and applicable regulations.

10. Adjustments

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In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the normal value of a share.

11. Qualified Performance-Based Awards

(A) The provisions of the Plan are intended to ensure that all options, performance shares and performance share units granted hereunder to any individual who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Internal Revenue Code) qualify for the Section 162(m) exception (the “Section 162(m) Exception”) for performance-based compensation (a “Qualified Performance-Based Award”), and all awards and the Plan shall be interpreted and operated consistent with that intention.

(B) Each Qualified Performance-Based Award (other than an option or stock appreciation right) shall be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Objectives, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. Qualified Performance-Based Awards may not be amended, nor may the Committee exercise discretionary authority in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exception; provided, however; that the Committee may provide, either in connection with the grant of the applicable award or by amendment thereafter, that achievement of such Performance Objectives will be applied to a number of shares that shall be prorated for length of service during each Award Period: (i) upon the death or disability of the grantee or at the retirement of the grantee as determined under the Company’s Pension Plans (or under any other circumstance with respect to which the existence of such possible waiver will not cause the award to fail to qualify for the Section 162(m) Exception); and (ii) in accordance with Section 10 herein.

(C) The Committee shall certify to the measurement of performance by the Company and the business units relative to Performance Objectives and the resulting vesting achievement percentage. The Committee shall rely on such financial information and other materials as it deems necessary and appropriate to enable it to certify to the percentage of achievement of Performance Objectives. The Committee shall make its vesting

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determination not later than the end of the first quarter following the end of the performance measurement period.

12. General Provisions

(A) Awards granted under the Plan are subject to the Company’s policy, adopted by the Board of Directors, that provides that, if the Board determines that an executive engaged in any fraud, misconduct or other bad-faith action that, directly or indirectly, caused or partially caused the need for a material accounting restatement for any period as to which a performance-based award was paid or credited to the executive, the performance-based award is subject to reduction, cancellation or reimbursement at the discretion of the Board.

(B) The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any Committee regulations, to pay the amount of such withholding taxes in shares.

(C) No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity.

(D) The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States, shall be governed by the laws of Ohio.

13. Amendment and Termination

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be materially amended without shareholder approval if shareholder approval is required by law, regulation or an applicable stock exchange; provided that the Plan may not be amended without shareholder approval to (i) increase the aggregate number of shares which may be issued under the Plan, (ii) increase the maximum number of shares which may be granted to any employee, or (iii) grant options or stock appreciation rights at a purchase price below fair market value on the date of grant.

14. Effective and Termination Dates

The Plan became effective when it was approved by shareholders holding a majority of the Company’s outstanding common shares entitled to vote at the 2008 annual meeting of

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shareholders. No new awards shall be granted to any employee or Non-employee Director under any other previously approved Company stock plan after the Plan became effective.

No awards shall be granted under the Plan after December 31, 2018. Awards granted before that date shall remain valid thereafter in accordance with their terms.

15. Compliance

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Exhibit 4.7

AMENDED AND RESTATED 2004 STOCK PLAN

Amended and Restated Effective November 30, 2012

1. PURPOSE

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long-term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 2004 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. ADMINISTRATION

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Governance Committee”), which shall consist of at least three non-employee directors.

(B) Non-employee Director Options

With respect to non-employee director options, the Plan shall be administered by the Governance Committee of the Board of Directors, which shall consist of at least three non-employee directors.

With respect only to those awards for which it has administrative responsibility, the Committee and the Governance Committee shall each have complete authority (except as otherwise expressly provided herein) to interpret all provisions of the Plan consistent with law, to determine the type and terms of awards consistent with the provisions of the Plan, to prescribe the form of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of each committee shall be final and conclusive. The committees may act by resolution or in any other manner permitted by law. The Committee may delegate its authority to officers of the Company with respect to the granting of awards to employees who are not officers or directors of the Company.

3. SHARES AVAILABLE

The maximum aggregate number of shares or share units underlying options or related to other awards that

may be granted to any employee during any three consecutive calendar year period is 1,200,000. No more than 40% of the total number of shares authorized for delivery under the Plan may be granted as performance shares, restricted shares, stock appreciation rights or other share-based awards (other than stock options). In addition, no more than 5% of the total number of shares authorized for delivery under the Plan may be granted as performance shares, restricted shares, stock appreciation rights or other share-based awards (other than stock options) which vest within less than one year after the date of grant. With respect to such awards in excess of 5% of the total number of such authorized number of shares, the vesting period must exceed one year, with no more than one third of shares becoming vested at the end of each of the twelve-month periods following the date of grant.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 2004 annual meeting until December 31, 2013 or until the termination of the Plan in accordance with the terms hereof if earlier.

4. ELIGIBILITY FOR AWARDS

Any non-union salaried employee (including officers) of the Company or any of its subsidiaries may be granted an award. The Committee (a) will designate employees to whom grants are to be made, (b) will specify the number of options, stock appreciation rights, performance shares, restricted shares or other share-based awards subject to each grant, and (c) subject to Section 5(C), will specify the price of the award. Non-employee directors are eligible to receive stock options as provided under Section 5(B).

5. STOCK OPTIONS

(A) Employee Stock Options

Grants. The Committee may grant to eligible employees (i) options which are intended to qualify as incentive stock options (“Incentive Stock Options”) under the Internal Revenue Code, or (ii) options which are not intended to qualify as Incentive Stock Options. Each option will give the employee the right to purchase a designated number of the Company’s shares. The aggregate fair market value (at the time of grant) of shares for Incentive Stock Options under all plans of the Company which become initially exercisable by an employee during any calendar year shall not exceed $100,000 (or such other amount as may be provided by the Internal Revenue Code or regulations thereunder).

Exercise. Each option shall be exercisable on such date or dates, during such period and for such number of shares, as shall be determined by the Committee as of the date of grant, although grants to employees subject to Section 16(b) of the Securities Exchange Act of 1934 (“Section 16b”) shall not be exercisable for at least six months after those options are granted. The Committee may, in its sole discretion, accelerate the times when an option may be exercised and the Management Compensation Committee (comprised of Company officers) may do likewise for employees who are not subject to Section 16b.

(B) Non-employee Director Stock Options

Grants. Subject to approval of the Plan by shareholders at the 2002 annual meeting, each person who at that meeting or thereafter first becomes a non-employee director automatically shall be granted an option for 10,000 shares upon the date of his or her election. On each granting date that each non-employee director continues to serve in that capacity, beginning in the year after that director receives his or her initial grant, he or she shall automatically be granted an option for a number of shares equal to the quotient resulting from dividing (i) four times the annual retainer for each non-employee director in effect on the granting date, by (ii) the closing price of an Eaton share on the New York Stock Exchange on the last business day immediately preceding the granting date. The granting date is the Tuesday immediately before the fourth Wednesday of each January. Notwithstanding anything to the contrary herein, no non-employee director shall receive an initial grant or a continuing grant for a particular year if that director receives such a grant under any other stock plan of the Company.

Term. The term of each option shall expire ten years from the date of grant.

Exercise. An option shall become fully exercisable six months following the date of grant.

Each employee option and each non-employee director option shall state the number of shares to which it pertains and the option price. The option price shall be the fair market value of the shares subject to the option on the date of grant. The fair market value shall be the mean of the high and low prices as quoted on the New York Stock Exchange Composite Transactions.

(D) Payment

The price at which shares may be purchased upon exercise of an employee option or non-employee director option shall be paid in cash, or, if permitted by the terms of the option, by means of tendering shares or other consideration valued at fair market value on the date of exercise, or any combination thereof. The appropriate committee shall determine acceptable methods of tendering shares or other consideration. Delivery of shares by the Company to the option holder upon exercise of an option may be deferred, as authorized by the appropriate committee.

6. PERFORMANCE SHARES

The Committee may grant performance shares to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. The Committee shall establish award periods and shall establish the number of performance shares to be earned if Company performance objectives are met. The performance objectives shall be stated in terms of cash flow return on gross capital employed in the Company’s business (“CFR”). CFR equals the total of net income plus depreciation and after-tax net interest divided by the total of capital plus accumulated depreciation (minus goodwill and short-term investments). After performance shares have been awarded and performance objectives have been established, the Committee may not increase the number of performance shares that may be earned by any employee upon attainment of those performance objectives within a performance period. The actual levels of CFR to be achieved, and the length of the performance period and, subject to the requirements of Section 3, other terms and conditions of the performance shares, shall be determined by the Committee. To the extent performance shares are forfeited or the grant of performance shares has expired or is surrendered, canceled or terminated, the shares subject to the grant shall be available for future grants if within other Plan limitations.

7. OTHER AWARDS

Subject to Section 3, the Committee may grant other share-based awards to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. Such grants may include restricted shares. The Committee may specify such criteria or periods for payment as it shall determine, and the extent to which such criteria or periods have been met shall be conclusively determined by the Committee. Other share-based grants may be paid in shares or other consideration related to shares, as specified by the grant, and, subject to the requirements of Section 3, shall have such terms and conditions as shall be determined by the Committee.

8. TRANSFERS

Except as otherwise provided by the appropriate committee, awards under the Plan are not transferable other than by will or the laws of descent and distribution. A transferred award may be exercised by the transferee only to the extent that the grantee would have been entitled had the award not been transferred. Notwithstanding anything herein to the contrary, the transfer of Incentive Stock Options shall be limited as required by the Internal Revenue Code and applicable regulations.

9. ADJUSTMENTS

In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted by the appropriate committee: (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

10. GENERAL PROVISIONS

The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any regulations issued by the appropriate committee, to pay the amount of such withholding taxes in shares.

No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity. The laws of Ohio shall govern the Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States.

11. AMENDMENT

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be amended without shareholder approval to (i) materially increase the aggregate number of shares which may be issued, (ii) increase the maximum number of shares which may be granted to any employee, (iii) grant options or stock appreciation rights at a purchase price below fair market value on date of grant, or (iv) materially modify the requirements as to eligibility for participation in the Plan, or in any respect as to which shareholder approval is required under the rules of the New York Stock Exchange, provided that the Company is subject to such rules at the time of the amendment. The provisions of the Plan pertaining to the awards to non-employee directors may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

12. EFFECTIVE AND TERMINATION DATES

The Plan became effective when it was approved by shareholders holding a majority of the Company’s outstanding common shares entitled to vote at the 2004 annual meeting of shareholders.

No awards shall be granted under the Plan after December 31, 2013. Awards granted before that date shall remain valid thereafter in accordance with their terms.

13. COMPLIANCE

Exhibit 4.8

AMENDED AND RESTATED 2002 STOCK PLAN

Amended and Restated Effective November 30, 2012

1. PURPOSE

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long-term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 2002 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. ADMINISTRATION

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Committee”), which shall consist of at least three non-employee directors.

(B) Non-employee Director Options

With respect to non-employee director options, the Plan shall be administered by the Governance Committee of the Board of Directors, which shall consist of at least three non-employee directors.

With respect only to those awards for which it has administrative responsibility, the Committee and the Governance Committee shall each have complete authority (except as otherwise expressly provided herein) to interpret all provisions of the Plan consistent with law, to determine the type and terms of awards consistent with the provisions of the Plan, to prescribe the form of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of each committee shall be final and conclusive. The committees may act by resolution or in any other manner permitted by law. The Committee may delegate its authority to officers of the Company with respect to the granting of awards to employees who are not officers or directors of the Company.

3. SHARES AVAILABLE

The maximum aggregate number of shares or share units underlying options or related to other awards that

may be granted to any employee during any three consecutive calendar year period is 500,000. No more than 10% of the total number of shares authorized for delivery under the Plan may be granted as performance shares, restricted shares, stock appreciation rights or other share-based awards (other than stock options). In addition, no more than 5% of the total number of shares authorized for delivery under the Plan may be granted as performance shares, restricted shares, stock appreciation rights or other share-based awards (other than stock options) which vest within less than one year after the date of grant. With respect to such awards in excess of 5% of the total number of such authorized number of shares, the vesting period must exceed one year, with no more than one third of shares becoming vested at the end of each of the twelve-month periods following the date of grant.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 2002 annual meeting until December 31, 2011 or until the termination of the Plan in accordance with the terms hereof if earlier.

4. ELIGIBILITY FOR AWARDS

5. STOCK OPTIONS

(A) Employee Stock Options

(B) Non-employee Director Stock Options

Grants. Subject to approval of the Plan by shareholders at the 2002 annual meeting, each person who at that meeting or thereafter first becomes a non-employee director automatically shall be granted an option for 5,000 shares upon the date of his or her election. On each granting date that each non-employee director continues to serve in that capacity, beginning in the year after that director receives his or her initial grant, he or she shall automatically be granted an option for a number of shares equal to the quotient resulting from dividing (i) four times the annual retainer for each non-employee director in effect on the granting date, by (ii) the closing price of an Eaton share on the New York Stock Exchange on the last business day immediately preceding the granting date. The granting date is the Tuesday immediately before the fourth Wednesday of each January. Notwithstanding anything to the contrary herein, no non-employee director shall receive an initial grant or a continuing grant for a particular year if that director receives such a grant under any other stock plan of the Company.

Term. The term of each option shall expire ten years from the date of grant.

Exercise. An option shall become fully exercisable six months following the date of grant.

(D) Payment

The price at which shares may be purchased upon exercise of an employee option or non-employee director option shall be paid in full at the time of exercise in cash, or, if permitted by the terms of the option, by means of tendering shares or other consideration valued at fair market value on the date of exercise, or any combination thereof. The appropriate committee shall determine acceptable methods of tendering shares or other consideration. Delivery of shares by the Company to the option holder upon exercise of an option may be deferred, as authorized by the appropriate committee.

6. PERFORMANCE SHARES

7. OTHER AWARDS

8. TRANSFERS

9. ADJUSTMENTS

In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted by the appropriate committee: (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

10. GENERAL PROVISIONS

11. AMENDMENT

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be amended without shareholder approval to (i) materially increase the aggregate number of shares which may be issued, (ii) increase the maximum number of shares which may be granted to any employee, (iii) grant options or stock appreciation rights at a purchase price below fair market value on date of grant, or (iv) materially modify the requirements as to eligibility for participation in the Plan. The provisions of the Plan pertaining to the awards to non-employee directors may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

14. Compliance

Exhibit 4.9

AMENDED AND RESTATED 1998 STOCK PLAN

Amended and Restated Effective November 30, 2012

1. PURPOSE

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long-term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 1998 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. ADMINISTRATION

(A) Employee Awards

(B) Non-employee Director Options

With respect to non-employee director options, the Plan shall be administered by the Non-employee Director Options Committee, which shall be comprised of the members of the Board who are employees of the Company.

law, to determine the type and terms of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of each committee shall be final and conclusive. The committees may act by resolution or in any other manner permitted by law. The Committee may delegate authority to grant awards to employees who are not officers or directors of the Company.

3. SHARES AVAILABLE

The aggregate of (a) the number of Company ordinary shares, nominal value of $.01 per share (“shares”) delivered by the Company in payment and upon exercise of awards to employees and non-employee directors (plus any Eaton Corporation common stock that was issued in settlement of outstanding awards under the Eaton Plan prior to its assumption by the Company) and (b) the number of shares subject to outstanding awards to employees and non- employee directors shall not exceed 4,000,000 at any one time, subject to adjustments as authorized herein. Shares related to awards that are forfeited, terminated, unexercised upon expiration, settled in cash in lieu of shares or in such manner that all or some of the shares covered by an award are not issued, or exchanged for awards that do not involve shares, shall immediately become available for other awards. Shares available for awards may consist, in whole or in part, of authorized and unissued shares or treasury shares.

The maximum aggregate number of shares or share units underlying options or related to other awards that may be granted to any employee during any three consecutive calendar year period is 500,000.

Awards may be made under the Plan at any time after approval of the Plan by shareholders at the 1998 annual meeting or until the termination of the Plan in accordance with the terms hereof if earlier.

4. ELIGIBILITY FOR EMPLOYEE AWARDS

Any salaried employee (including officers) of the Company or any of its subsidiaries occupying a professional or management position may be granted an award. The Committee (a) will designate employees to whom grants are to be made, (b) will specify the number of options, performance shares, restricted shares or other stock-based awards subject to each grant, and (c) subject to Section 5(C), will specify the price of the award.

Non-employee directors are eligible to receive stock options as provided below.

5. STOCK OPTIONS

(A) Employee Stock Options

Exercise. Each option shall be exercisable on such date or dates, during such period and for such number of shares, as shall be determined by the Committee as of the date of grant, although grants to employees subject to Section 16(b) of the Securities Exchange Act of 1934 (“16b”) shall not be exercisable for at least six months after those options are granted. The Committee may, in its sole discretion, accelerate the times when an option may be exercised and the Management Compensation Committee (comprised of Company officers) may do likewise for employees who are not subject to 16b.

(B) Non-employee Director Stock Options

Grants. Subject to approval by shareholders at the 1998 annual meeting, each person who at that meeting or thereafter becomes a non-employee director automatically shall be granted an option for 5,000 shares upon the date of his or her election. On each granting date that each non-employee director continues to serve in that capacity, beginning in the year after that director receives his or her initial grant, he or she shall automatically be granted an option for a number of shares equal to the quotient resulting from dividing (i) four times the annual retainer for each non-employee director in effect on the granting date, by (ii) the closing price of an Eaton share on the New York Stock Exchange Composite Transactions on the last business day immediately preceding the granting date. The granting date is the Tuesday immediately before the fourth Wednesday of each January. Notwithstanding anything to the contrary herein, no non-employee director shall be allowed to receive an initial grant or a continuing grant for a particular year hereunder if that director receives such a grant under the 1995 Stock Plan.

Term. The term of each option shall be ten years from the date of grant.

Exercise. An option shall become fully exercisable six months following the date of grant.

Each employee and non-employee director option shall state the number of shares to which it pertains and the option price. The option price shall be the fair market value of the shares subject to the option on the date of grant. The fair market value shall be the mean between the high and low prices as quoted on the New York Stock Exchange.

(D) Payment

The price at which shares may be purchased upon exercise of an employee or non-employee director option shall be paid in full at the time of exercise in cash, or, if permitted by the applicable committee, by means of tendering shares or other consideration valued at fair market value on the date of exercise, or any combination thereof. The applicable committee shall determine acceptable methods of tendering shares or other consideration. Delivery of shares by the Company to the optionholder upon exercise of an option may be deferred, as authorized by the appropriate committee.

6. PERFORMANCE SHARES

The Committee may grant performance shares to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. The Committee shall establish award periods and shall establish the number of performance shares to be earned if Company performance objectives are met. The performance objectives shall be stated in terms of cash flow return on gross capital employed in the Company’s business (“CRC”). CRC equals the total of net income plus depreciation, goodwill amortization and after-tax net interest divided by the total of capital plus accumulated depreciation minus goodwill and short-term investments. After performance shares have been awarded and performance objectives have been established, the Committee may not increase the number of performance shares that may be earned by any employee upon attainment of those performance objectives within a performance period. The actual levels of CRC to be achieved, and the length of the performance period and other terms and conditions of the performance shares, shall be determined by the Committee.

To the extent performance shares are forfeited or the grant of performance shares has expired or is surrendered, canceled or terminated, the shares subject to the grant shall be available for future grants if within other Plan limitations.

7. OTHER AWARDS

8. TRANSFERS

9. ADJUSTMENTS

In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the appropriate committee shall equitably adjust (a) the number and class of shares (i) reserved under the Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

10. GENERAL PROVISIONS

The Company shall have the right to deduct from any payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any applicable committee regulations, to pay the amount of such withholding taxes in shares.

No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity. The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States, shall be governed by the laws of Ohio.

11. AMENDMENT

non-employee directors may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

12. EFFECTIVE AND TERMINATION DATES

The Plan became effective when it was approved by shareholders holding a majority of the Company’s outstanding common shares entitled to vote at the 1998 annual meeting of shareholders.

No awards shall be granted under the Plan after December 31, 2007. Awards granted before that date shall remain valid thereafter in accordance with their terms.

13. COMPLIANCE

Exhibit 4.10

AMENDED AND RESTATED EATON 1995 STOCK PLAN

Amended and Restated Effective November 30, 2012

1. Purpose

The Plan enables non-employee directors and professional and management employees who contribute significantly to the success of Eaton Corporation plc (the “Company”) to participate in its future prosperity and growth and to identify their interests with those of the shareholders. The purpose of the Plan is to provide long-term incentive through outstanding service to the Company and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in non-employee director, professional and management positions. The Plan, initially adopted by Eaton Corporation as its 1995 Stock Plan (the “Eaton Plan”), was amended and restated in its current form in connection with the transaction entered into by Cooper Industries plc, Eaton Corporation, Eaton Corporation Limited, Abeiron II Limited, Turlock B.V., Eaton Inc. and Turlock Corporation, pursuant to which Eaton Corporation became a subsidiary of the Company, a company incorporated in Ireland, and the Eaton Plan, together with all awards granted thereunder, was assumed by the Company with effect from November 30, 2012.

2. Administration

(A) Employee Awards

With respect to employee awards, the Plan shall be administered by the Compensation Committee of the Board of Directors (the “Committee”), which shall consist of at least three non-employee directors selected by the Board. All other non-employee directors also may serve as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee.

(B) Non-employee Director Options

With respect only to those awards for which it has administrative responsibility, the Committee and the Non-employee Director Options Committee shall each have complete authority to interpret all provisions of the Plan consistent with law, to determine the type and terms of awards consistent with the provisions of the Plan, to prescribe the form of instruments evidencing awards, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for its administration of the Plan. The determinations of each committee shall be final and conclusive. The committees may act by resolution or in any other manner permitted by law.

3. Shares Available

The aggregate of (a) the number of Company ordinary shares, nominal value of $.01 per share (“shares”) delivered by the Company in payment and upon exercise of awards to employees and non-employee directors (plus any Eaton Corporation common stock that was issued in settlement of outstanding awards under the Eaton Plan prior to its assumption by the Company) and (b) the number of shares subject to outstanding awards to employees and non-employee directors shall not exceed 5,000,000 at any one time, subject to adjustments as authorized herein. Shares related to awards that are forfeited, terminated, unexercised upon expiration, settled in cash in lieu of shares or in such manner that all or some of the shares covered by an award are not issued, or exchanged for awards that do not involve shares, shall immediately become available for other awards. Shares available for awards may consist, in whole or in part, of authorized and unissued shares or treasury shares.

The maximum aggregate number of shares or share units underlying options or related to other awards that may be granted to any employee during any three consecutive calendar year period is 500,000.

Awards may be made under the Plan on or after January 1, 1995, subject to approval of the Plan by shareholders at the 1995 annual meeting or until the termination of the Plan in accordance with the terms hereof if earlier.

4. Eligibility for Employee Awards

Any salaried employee (including officers) of the Company or any of its subsidiaries occupying a professional or management position may be granted an award. The Committee (a) will designate employees to whom grants are to be made, (b) will specify the number of options, stock appreciation rights, performance shares, restricted shares or other stock-based awards subject to each grant, and (c) subject to Section 5(C), will specify the price of the award.

5. Stock Options

(A) Employee Stock Options

Grants. The Committee may grant to eligible employees (i) options which are intended to qualify as incentive stock options (“Incentive Stock Options”) under the Internal Revenue Code, or (ii) options which are not intended to qualify as Incentive Stock Options. Each option will give the employee the right to purchase a designated number of the Company’s shares. The aggregate fair market value (at the time of grant) of shares for Incentive Stock Options under all plans of the Company which become initially exercisable by an employee during any calendar year shall not exceed $100,000 (or such other amount as may be provided by the Internal Revenue Code or regulations thereunder).

Exercise. Each option shall be exercisable on such date or dates, during such period and for such number of shares, as shall be determined by the Committee as of the date of grant, although grants to employees subject to Section 16(b) of the Securities Exchange Act of 1934 (“16b”) shall not be exercisable for at least six months after those options are granted. The Committee may, in its sole discretion, accelerate the times when an option may be exercised and the Management Compensation Committee (comprised of Company officers) may do likewise for employees who are not subject to 16b.

(B) Non-employee Director Stock Options

Grants. Subject to approval by shareholders at the 1995 annual meeting, each person serving as a non-employee director on January 24, 1995 and who continues serving in that capacity after the annual meeting of shareholders on April 26, 1995, has been granted an option for 5,000 shares at an exercise price of $48.56. Each person who becomes a non-employee director after January 24, 1995 automatically shall be granted an option for 5,000 shares upon the date of his or her election. Each non-employee director shall automatically be granted an option for 1,000 shares on each granting date that he or she continues to serve in that capacity, beginning in the year after that director receives his or her initial grant. The granting date is the Tuesday immediately before the fourth Wednesday of each January.

Term. The term of each option shall be ten years from the date of grant.

Exercise. An option shall be fully exercisable six months following the later of the date of grant or shareholder approval of the Plan.

(D) Payment

6. Stock Appreciation Rights

The Committee may grant stock appreciation rights to eligible employees in connection with any option granted under the Plan, or separate and apart from any option.

Stock appreciation rights granted in conjunction with an option entitle the holder of an option, upon exercise of the stock appreciation rights, to surrender the option, or any applicable portion thereof, to the extent unexercised, and to receive a number of shares, or cash and shares, as the Committee may determine. The cash or number of shares that the holder shall be entitled to receive shall equal in aggregate fair market value the amount by which the fair market value per share on the date of such exercise (as determined by the Committee in its sole discretion) shall exceed the option price per share of the related option, multiplied by the number of shares in respect of which the stock appreciation rights have been exercised. Stock appreciation rights granted separate and apart from any option entitle the holder, upon exercise of such rights, to receive a payment measured by the increase in the fair market value of a number of shares designated by such rights from the date of grant to the date of exercise.

The number of shares subject to a stock appreciation right shall be counted against the individual limit on the maximum number of shares that may be awarded to any employee during any three consecutive calendar year period, and against the maximum number of shares which may be delivered under the Plan. The number of shares subject to a stock appreciation right granted in conjunction with an option shall be deemed to be the number of shares subject to the option. The number of shares subject to a freestanding stock appreciation right shall be the number of shares to which the right applies.

7. Performance Shares

The Committee may grant performance shares to any eligible employee for no cash consideration, if permitted by applicable law, or for such consideration as may be determined by the Committee and specified in the grant. The Committee shall establish award periods and shall establish the number of performance shares to be earned if Company performance objectives are met. The performance objectives shall be stated in terms of cash flow return on gross capital employed in the Company’s business (“CRC”). CRC equals the total of net income plus depreciation, goodwill amortization and after-tax net interest divided by the total of capital plus accumulated depreciation minus goodwill and short-term investments. After performance shares have been awarded and performance objectives have been established, the Committee may not increase the number of performance shares that may be earned by any employee upon attainment of those performance objectives within a performance period. The actual levels of CRC to be achieved, and the length of the performance period and other terms and conditions of the performance shares, shall be determined by the Committee.

8. Other Awards

or periods for payment as it shall determine and the extent to which such criteria or periods have been met shall be conclusively determined by the Committee. Other share-based grants may be paid in shares or other consideration related to shares, as specified by the grant, and shall have such terms and conditions as shall be determined by the Committee.

9. Assignability

Awards intended to be exempt from 16b are transferable only by will or the laws of descent and distribution or to such greater extent as permitted by applicable 16b regulations. Such awards are exercisable during the grantee’s lifetime only by him or by his guardian or legal representative or by such others as permitted by applicable 16b regulations. The appropriate committee shall have discretionary authority to grant awards not intended to be exempt from 16b which are transferable to members of an award holder’s immediate family, including trusts for the benefit of such family members and partnerships in which such family members are the only partners. A transferred award may be exercised or transferred by the transferee only to the extent that the grantee would have been entitled had the award not been transferred. Notwithstanding anything herein to the contrary, the exercise of incentive stock options shall be limited as required by the Internal Revenue Code and applicable regulations.

10. Adjustments

In the event of any alteration to the capital structure of the Company, whether by way of reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the appropriate committee shall equitably adjust (a) the number and class of shares (i) reserved under he Plan, (ii) for which awards may be granted to an individual, and (iii) covered by outstanding awards denominated in shares or share units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards; provided, that in no event shall the per share exercise price of an option or subscription price of an award be reduced to an amount that is lower than the nominal value of a share.

11. General Provisions

The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any applicable committee regulations, to pay the amount of such withholding taxes in shares.

No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity. The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the United States, shall be governed by the laws of Ohio.

12. Amendment

The Board of Directors of the Company may alter, amend or terminate the Plan from time to time, except that the Plan may not be amended without shareholder approval to (i) materially increase the aggregate number of shares which may be issued, (ii) increase the maximum number of shares which may be granted to any employee, (iii) grant options or stock appreciation rights at a purchase price below fair market value on date of grant, or (iv) materially modify the requirements as to eligibility for participation in the Plan. The provisions of the Plan pertaining to the awards to non-employee directors may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

13. Effective and Termination Dates

The Plan became effective as of January 1, 1995, when it was approved by shareholders holding a majority of the Company’s outstanding common shares entitled to vote at the 1995 annual meeting of shareholders.

No awards shall be granted under the Plan after December 31, 2004. Awards granted before that date shall remain valid thereafter in accordance with their terms.

14. Compliance

Exhibit 4.11

EATON INCENTIVE COMPENSATION DEFERRAL PLAN II

EFFECTIVE JANUARY 1, 2005

2008 RESTATEMENT

EATON INCENTIVE COMPENSATION DEFERRAL PLAN II

I. PURPOSE

The Incentive Compensation Deferral Plan II (the “Plan”) enables employees who contribute significantly to the success of Eaton Corporation (“Eaton” or the “Company”) to defer receipt of awards earned under incentive compensation plans and certain other compensation. The purpose of the Plan is to help attract and retain highly qualified individuals, to provide an incentive to those individuals to improve the profitability, competitiveness and growth of the Company, and to help align their interests with those of the shareholders.

II. ELIGIBILITY

All elected officers of the Company are eligible to participate in the Plan with respect to amounts earned under the Executive Strategic Incentive Plan or any other Eaton incentive plan made available for deferral hereunder by the Committee. Such other executives as determined by the Committee shall also be eligible to participate in the Plan with respect to any amounts earned under any Eaton incentive compensation plan made available for deferral hereunder by the Committee.

III. DEFINITIONS

The terms used herein shall have the following meanings:

Account—A bookkeeping account established by Eaton for a Participant to which may be credited Deferred Incentive Compensation and earnings or losses thereon.

Agreement—A written agreement between Eaton and a Participant deferring the receipt of Incentive Compensation and indicating the term of the deferral.

Beneficiary—The person or entity designated in writing by the Participant and delivered to the Committee. If that person or entity is not living or in existence at the time any unpaid balance of Deferred Incentive Compensation becomes due after the death of a Participant, the term “Beneficiary” shall mean the Participant’s estate or legal representative or any person, trust or organization designated in such Participant’s will.

Board—The Board of Directors of Eaton.

Change in Control—Shall be deemed to occur upon the occurrence of (i) a change in the ownership of Eaton, (ii) a change in effective control of Eaton, or (iii) a change in the ownership of a substantial portion of the assets of Eaton. For purposes of this definition, except as provided below, a change in the ownership of a Eaton occurs on the date that any one (1) person, or more than one (1) person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of Eaton that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton. However, if any one (1) person, or more than one (1) person acting as a group,

is considered to own more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton, the acquisition of additional shares by the same person or persons is not considered to cause a change in the ownership of Eaton (or to cause a change in the effective control of Eaton). An increase in the percentage of stock owned by any one (1) person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes hereof. This shall apply only when there is a transfer of shares of Eaton (or issuance of shares of Eaton) and shares in Eaton remain outstanding after the transaction. A change in the effective control of Eaton occurs only on either of the following dates: (1) The date any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of shares of Eaton possessing thirty (30) percent or more of the total voting power of the shares of the corporation; or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. A change in the ownership of a substantial portion of the assets of Eaton occurs on the date any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the 12- month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Application of this definition shall be further subject to rules set forth in Treasury Regulation Section 1.409A-3(i) relating to persons acting as a group, transfers to related persons, and certain back-to-back arrangements.

Code—Internal Revenue Code of 1986, as it may be amended from time to time.

Committee—The Compensation and Organization Committee of the Board.

Common Share Retirement Compensation—Retirement Compensation which is converted into share units in accordance with Article VI.

Deferred Incentive Compensation—That portion of Incentive Compensation deferred pursuant to the Plan.

Eaton—Eaton Corporation, an Ohio corporation, and its corporate successors.

Eaton Common Shares—The common shares of Eaton.

Incentive Compensation—Any payment awarded to a Participant under any Incentive Compensation Plan.

Incentive Compensation Plan—Any incentive compensation plan approved by either the Board or its Compensation and Organization Committee.

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Interest Rate Retirement Compensation—Retirement Compensation which is credited with Treasury Note Based Interest in accordance with Article VI.

Participant—An employee of Eaton who elects to defer receiving benefits under an Incentive Compensation Plan designated by the Committee as eligible for deferral hereunder.

Periodic Installments—Annual payments, over a period not to exceed fifteen (15) years, as elected by the Participant in accordance with the terms of the Plan, which are substantially equal in amount, or, in the case of Common Share Retirement Compensation, substantially equal in the number of share units being valued and paid or the number of Eaton Common Shares being distributed, except that earnings attributable to periods following Retirement or Termination of Employment shall be included with each payment. Periodic Installments are paid on or about March 15 of each year, except as otherwise provided herein.

Plan—This Incentive Compensation Deferral Plan II pursuant to which Incentive Compensation may be deferred for later payment.

Retirement—The Termination of Employment of a Participant who is age fifty (50) or older and has at least ten (10) years of service with Eaton. For this purpose, service shall be measured in the same manner as Service under the Pension Plan for Eaton Corporation Employees.

Retirement Compensation—That portion of Incentive Compensation deferred for payment at Retirement or in Periodic Installments commencing at Retirement.

Short-Term Compensation—That portion of Incentive Compensation deferred for payment in accordance with Article V.

Termination of Employment—The time when a Participant shall no longer be employed by Eaton whether by reason of Retirement, death, voluntary resignation (with or without good reason), divestiture or closing of a business unit, plant or facility, discharge (with or without cause), or such disability that, under the then current employment practices of Eaton, the employment of the Participant is terminated. Termination of Employment shall include “separation from service” within the meaning of Section 409A of the Code, meaning that a Participant whose level of bona fide services is permanently decreased to no more than twenty (20) percent of the average level of bona fide services performed over the preceding 36-month period shall incur a separation from service for purposes of the Plan. Notwithstanding the foregoing, upon a sale or other disposition of assets of Eaton or any of its subsidiaries to an unrelated purchaser, Eaton reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a separation from service.

Treasury Bill Interest Equivalent—A rate of interest equal to the quarterly average yield of 13-week U.S. Government Treasury Bills.

Treasury Note Based Interest—A rate of interest equal to the average yield of 10-year U.S. Government Treasury Notes plus 300 basis points.

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IV. ELECTION TO DEFER

Section 4.01 Deferral Options

For each award period ending during or after 2005 (an “Award Period”) with respect to any plan eligible for the deferral of Incentive Compensation hereunder, the Participant may elect to defer the receipt of all or part of his or her Incentive Compensation as Short-Term Compensation or Retirement Compensation. Once a Participant has made an effective election, he or she may not thereafter change that election or change any allocation between Short-Term Compensation or Retirement Compensation.

Section 4.02 Amount Deferred

Not less than ten (10) percent of Incentive Compensation awarded for any Award Period may be deferred under the Plan. If a Participant elects to allocate a portion of Incentive Compensation to both Short-Term Compensation and Retirement Compensation, the amount allocated to each shall be not less than ten (10) percent of the Incentive Compensation awarded for any Award Period.

Section 4.03 Election Deadline

To be in effect for an Award Period, a Participant’s election must be completed, signed and filed with the Committee on or before December 31 of the taxable year immediately preceding the taxable year in which the services are performed, except that in the case of any performance-based compensation within the meaning of Treasury Regulation Section 1.409A-1(e) based on services performed over a period of at least 12 months, such election must be made no later than six (6) months before the end of the Award Period and otherwise in accordance with rules and procedures established by the Committee. Moreover, in the case of the first year in which a Participant becomes eligible to participate in the Plan, such election may be made with respect to services performed subsequent to the election within thirty (30) days after the date the Participant becomes eligible to participate in the Plan. In the event that an election is made hereunder in the Participant’s first year of eligibility with respect to compensation that is earned based on a specific performance period and after the beginning of that performance period (but subject to the first sentence of this Section 4.03), the election shall apply only to the compensation paid for services performed after the election. An election will be deemed to apply to compensation paid for services performed after the election if the election applies to no more than an amount equal to the total amount of the compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of dates in the performance period.

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V. SHORT-TERM COMPENSATION

Section 5.01 Amount

If elected by a Participant, payment of the amount of Incentive Compensation allocated to Short-Term Compensation will be deferred. Short-Term Compensation shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant’s name. Treasury Bill Interest Equivalents shall be credited quarterly to the Participant’s Short-Term Compensation Account until such compensation is paid to the Participant.

Section 5.02 Election and Payment

Short-Term Compensation, together with credited Treasury Bill Interest Equivalents, shall be paid to the Participant in a lump sum or in not more than five (5) annual installments, as elected by the Participant. At the time a Participant elects to defer receipt of Incentive Compensation as Short-Term Compensation pursuant to Section 4.01, the Participant shall also elect with respect to the deferral for such Award Period the time at which payment of such amount shall be made or begin and which of the methods of payment described in this Section 5.02 shall be used, provided that such payment may not be made prior to March 15 of the second year following the Award Period for which the Short-Term Compensation was credited to the Participant. Upon the death of a Participant who has a Short-Term Compensation Account, the entire amount of his or her Short-Term Compensation then remaining shall be distributed to the Participant’s Beneficiary in a lump sum within ninety (90) days following the death.

VI. RETIREMENT COMPENSATION

Section 6.01 Duration

If elected by a Participant, payment of the amount of Incentive Compensation allocated to Retirement Compensation will be deferred to Retirement, but subject to the limitations of Section 9.02. Retirement Compensation shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant’s name. At the time a Participant elects to defer receipt of Incentive Compensation as Retirement Compensation pursuant to Section 4.01, the Participant shall also elect with respect to the deferral for such Award Period, whether such amount is to be distributed in a lump sum or in the form of Periodic Installments over a period of five (5), ten (10), or fifteen (15) years, subject, however, to the provisions of Section 6.07. Following a Participant’s Retirement, payment to the Participant shall be made or commence on or about March 15 of the year following the date of such Retirement, subject to the provisions of Sections 6.07 and 9.02.

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Section 6.02 Common Share Retirement Compensation

Between fifty (50) percent and one hundred (100) percent, as elected by the Participant, of the amount allocated to Retirement Compensation shall be credited to Common Share Retirement Compensation, and the balance shall be credited to Interest Rate Retirement Compensation.

Common Share Retirement Compensation shall be converted into a number of share units based upon the average of the mean prices for Eaton Common Shares for the twenty (20) trading days of the New York Stock Exchange during which Eaton Common Shares were traded immediately following the end of the incentive period in which the Incentive Compensation to be deferred was earned. Until the Participant’s Common Share Retirement Compensation is paid, on each Eaton Common Share dividend payment date, dividend equivalents equal to the actual Eaton Common Share dividends paid shall be credited to the share units in the Participant’s Account, and shall in turn be converted into share units utilizing the mean Eaton Common Share price on the dividend payment date.

Upon payment of Common Share Retirement Compensation, the share units standing to the Participant’s credit shall be converted to the same number of Eaton Common Shares for distribution to the Participant in the form of Eaton Common Shares.

Section 6.03 Interest Rate Retirement Compensation

Retirement Compensation not credited to Common Share Retirement Compensation shall be credited to Interest Rate Retirement Compensation. Interest Rate Retirement Compensation shall be credited to the Interest Rate Retirement Compensation Account, which shall earn Treasury Note Based Interest, compounded quarterly, until paid.

Section 6.04 Periodic Installments Following Death

Upon the death of a Participant who has commenced receiving Periodic Installments, the entire remaining amount of his or her Retirement Compensation shall be distributed to the Participant’s Beneficiary. Such distribution shall be made in a lump sum within ninety (90) days following the death.

Section 6.05 Termination of Employment

The Retirement Compensation Account of a Participant who has a Termination of Employment for reasons other than Retirement shall be distributed in a lump sum. The lump sum payment shall be made within sixty (60) days following such Termination of Employment, subject to the provisions of Section 9.02.

Section 6.06 Limited Redeferral

A Participant who has made an effective election under Section 6.01 with respect to deferral of Retirement Compensation for payment in a lump sum following Retirement may make a subsequent election to delay payment or commencement of payment of such amount for a period

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of five (5) years from the date such payment would otherwise have been made, which election may include a change in the form of payment in accordance with the following provisions, subject to such administrative rules and procedures as may be established by the Committee:

(a)

the subsequent election shall not take effect until 12 months after the date on which it is made; and

(b)

payment in the form of Periodic Installments over a period of five (5) years may be elected.

Any such subsequent election shall become irrevocable on the later of the date when made or the date which is 12 months before the date the Participant could first be eligible for Retirement. Notwithstanding the foregoing provisions of this Section 6.06, no such subsequent election shall be given effect unless the Participant has a Termination of Employment by reason of Retirement.

VII. AMENDMENT AND TERMINATION

Section 7.01 Right to Amend or Terminate

Eaton fully expects to continue the Plan but it reserves the right, except as otherwise provided herein, at any time by action of the Committee, to modify, amend or terminate the Plan for any reason, including adverse changes in the federal tax laws. Notwithstanding the foregoing and subject to the provisions of Section 9.01, upon the occurrence of a Change in Control, no amendment, modification or termination of the Plan shall, without the consent of the Participant, alter or impair any rights or obligations under the Plan with respect to such Participant.

Section 7.02 American Jobs Creation Act of 2004

The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by Eaton to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005, including as contemplated by Section 885 (f) of the American Jobs Creation Act of 2004. Moreover, after January 1, 2007, and on or before December 31, 2007, and to the extent permitted by the Committee in accordance with terms set forth on an election form provided by Eaton, a Participant may make a change in a payment election as described in IRS Notice 2006-79, provided that with respect to an election to change a time and form of payment made after January 1, 2007 and on or before December 31, 2007, the election may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007.

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VIII. ADMINISTRATION

The Plan shall be administered by the Committee. The Committee shall interpret the provisions of the Plan where necessary and may adopt procedures for the administration of the Plan which are consistent with the provisions of the Plan and any rules adopted by the Committee.

Each Participant or Beneficiary must claim any benefit to which such Beneficiary may be entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time in a written notice stating the specific reasons for the denial. The claimant may have a review of the denial by the Committee by filing a written notice with the Committee within sixty (60) days after the notice of the denial of his or her claim. The written decision by the Committee with respect to the review must be given within one hundred twenty (120) days after receipt of the written request.

The determinations of the Committee shall be final and conclusive.

IX. PAYMENTS

Section 9.01 Termination upon Change in Control. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant’s entire benefit to the Participant or, if applicable, his Beneficiary, pursuant to an irrevocable action taken by the Board within the thirty (30) days preceding or the 12 months following a Change in Control, provided that this Section 9.01 will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Treasury Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section 9.01, where the change in control event results from an asset purchase transaction, the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

Section 9.02 Time of Payment

Notwithstanding any provision of the Plan to the contrary, compensation deferred under the Plan shall not be distributed earlier than

(a)

separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a “specified employee” of Eaton);

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(b)

the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code);

(c)

death of the Participant;

(d)

a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such compensation;

(e)

to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of Eaton, or in the ownership of a substantial portion of the assets of Eaton;

(f)

the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code; or

(g)

termination of the Plan as described in Section 7.01 or 9.01.

In the case of any Participant who is determined by the Company to be a “specified employee” within the meaning of Section 409A of the Code and applicable Treasury regulations, distributions shall not in any event be made or begin until the first business day of the month which is six (6) months after the date of his separation from service (or, if earlier, the date of death of the Participant) (the “permitted payment date”). In the event any payment to a specified employee is delayed by reason of this provision, such payment (including interest or earnings otherwise credited through the permitted payment date) shall be made on such permitted payment date.

X. MISCELLANEOUS

Section 10.01 Adjustments

In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the Committee shall equitably adjust the limitation on the number and class of share units which may be allocated to Participants as Common Share Retirement Compensation, and the number of share units previously allocated to their Accounts.

Section 10.02 Designation of Beneficiaries

Each Participant shall have the right, by written instruction to the Committee, on a form supplied by the Committee, to designate one (1) or more primary and contingent Beneficiaries (and the proportion to be paid to each, if more than one is designated) to receive his or her Account balance upon his or her death. Any such designation shall be revocable by the Participant.

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Section 10.03 Committee Actions

All actions of the Committee hereunder may be taken with or without a meeting. If taken without a meeting, the action shall be in writing and signed by a majority of the members of the Committee and if taken with a meeting, a majority of the Committee shall constitute a quorum for any such action. The determination by the Committee as to the withholding of taxes shall be binding upon the Participants and their Beneficiaries.

Section 10.04 Assignment

No benefit under the Plan shall be subject to anticipation, alienation, sale, transfer or encumbrance, and any attempt to do so shall be void. No benefit hereunder shall in any manner be liable for the debts, contracts, or liabilities of the person entitled to such benefits. During a Participant’s lifetime, rights hereunder are exercisable only by the Participant or that person’s guardian or legal representative. Notwithstanding the foregoing, nothing in this Section shall prohibit the transfer of any benefit by will or by the laws of descent and distribution or (if permitted by applicable regulations under Section 16(b) of the Securities Exchange Act of 1934) pursuant to a qualified domestic relations order, as defined under the Code and the Employee Retirement Income Security Act of 1974, as amended.

Section 10.05 No Funding Required

The obligations of Eaton to make payments shall be a liability of Eaton to the Participant. Eaton shall not be required to maintain any separate fund or reserve, or purchase or acquire life insurance on a Participant’s life, or otherwise segregate assets to assure that any particular asset of Eaton is available to make such payments by reason of Eaton’s obligations hereunder. Nothing contained in the Plan shall be construed as creating a trust or other fiduciary relationship between Eaton and a Participant or any other person.

Section 10.06 Certain Adjustments to Accounts

In the event that it shall be determined in accordance with any policy, program or standard adopted by Eaton that any Incentive Compensation payable to a Participant which has been deferred under the terms of the Plan is to be restored to Eaton, the Account of such Participant shall be appropriately adjusted to eliminate such deferral, and no substitution shall be provided.

Section 10.07 No Employment Contract

The Plan shall not be deemed to constitute a contract of employment between Eaton and a Participant. Neither shall the execution of the Plan nor any action taken by Eaton or the Committee pursuant to the Plan confer on a Participant any legal right to be continued in any other capacity with Eaton whatsoever.

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Section 10.08 Governing Law

The Plan shall be construed and governed in accordance with the law of the State of Ohio to the extent not covered by Federal law.

Section 10.09 Effective Date

The Plan was adopted by the Board on December 8, 2004, effective January 1, 2005, and is amended and restated effective January 1, 2008, as set forth herein.

APPROVAL AND ADOPTION

The Eaton Corporation Deferred Incentive Compensation Plan II, as amended and restated in the form attached hereto, is hereby approved and adopted.


						Date: October 27, 2007
Name


Title


Name


Title

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EXECUTION COPY

FIRST AMENDMENT

EATON INCENTIVE COMPENSATION DEFERRAL PLAN II

(January 1, 2008 Restatement)

WHEREAS, the Company maintains in effect the Eaton Incentive Compensation Deferral Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Company reserves the right to amend the Plan; and

WHEREAS, the Company wishes to amend the Plan in order to reflect the corporate restructuring of Eaton Corporation pursuant to which common shares of Eaton Corporation will be converted into ordinary shares of Eaton Corporation plc.

NOW THEREFORE, the Plan is amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, to provide as follows:

1. Article II is hereby amended by replacing “Company” with “Eaton Corporation plc” in the one place that “Company” appears.

2. The definition of “Board” is hereby amended in its entirety to read as follows:

Board – The Board of Directors of Eaton Corporation plc.

3. The definition of “Change in Control” is hereby amended by (x) replacing “stock” with “shares” in each place “stock” appears and (y) replacing “Eaton” with “Eaton Corporation plc” in each place “Eaton” appears.

4. The definition of “Eaton Common Shares” in Article III of the Plan is hereby amended in its entirety to read as follows:

Eaton Common Shares – Ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

5. Section 10.01 of the Plan is hereby amended by (x) replacing “stock” with “shares” in the two places “stock” appears and (y) replacing “Company” with “Eaton Corporation plc” in the one place “Company” appears.

6. Article X of the Plan is hereby amended by the addition of a new Section 10.10 to read as follows:

Section 10.10 . Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares pursuant to an award unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed through duly authorized persons on this 29 ^th day of November, 2012.


EATON CORPORATION

By:		/s/ Thomas E. Moran

Title:		Senior Vice President and Secretary

Exhibit 4.12

EATON CORPORATION DEFERRED INCENTIVE COMPENSATION PLAN II

EFFECTIVE JANUARY 1, 2005

2008 RESTATEMENT

EATON CORPORATION

DEFERRED INCENTIVE COMPENSATION PLAN II

PURPOSE

The purpose of the Deferred Incentive Compensation Plan II is to promote the greater success of Eaton Corporation and its subsidiaries by providing a means to defer Incentive Compensation for key employees whose level and nature of position enable them to affect significantly the profitability, competitiveness and growth of Eaton.

II.

CONCEPT

The Plan is based on the concept that the deferral of Incentive Compensation for later payment to a Participant, including the later payment during Retirement, will provide a benefit to each Participant and an incentive to improve the profitability, competitiveness and growth of Eaton.

III.	DEFINITIONS

Unless otherwise required by the context, the terms used herein shall have the meanings as set forth below:

ACCOUNT: The account established by Eaton for each Participant to which may be credited his or her Deferred Incentive Compensation, Dividend Equivalents, Treasury Bill Interest Equivalents, and Treasury Note Based Interest.

BENEFICIARY: The person or entity (including a trust or the estate of the Participant) designated in a written document executed by the Participant and delivered to the Committee. If at the time when any unpaid balance of Deferred Incentive Compensation shall be or become due at or after the death of a Participant, there shall not be any living person or any entity in existence so designated, the term “Beneficiary” shall mean the Participant’s estate.

BOARD: The Board of Directors of Eaton.

BOARD COMMITTEE: The Compensation and Organization Committee of the Board.

CHANGE IN CONTROL: For purposes of the Plan, a “Change in Control” shall be deemed to have occurred upon the occurrence of (i) a change in the ownership of Eaton, (ii) a change in effective control of Eaton, or (iii) a change in the ownership of a substantial portion of the assets of Eaton. For purposes of this definition, except as provided below, a change in the ownership of a Eaton occurs on the date that any one (1) person, or more than one (1) person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of shares of Eaton that, together with shares held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton. However, if any one (1) person, or more than one (1) person acting as a group, is considered to own more than fifty (50) percent of the total fair market value or total voting power of the shares of

Eaton, the acquisition of additional shares by the same person or persons is not considered to cause a change in the ownership of Eaton (or to cause a change in the effective control of Eaton). An increase in the percentage of shares owned by any one (1) person, or persons acting as a group, as a result of a transaction in which Eaton acquires its shares in exchange for property will be treated as an acquisition of shares for purposes hereof. This shall apply only when there is a transfer of shares of Eaton (or issuance of shares of Eaton) and shares in Eaton remain outstanding after the transaction. A change in the effective control of Eaton occurs only on either of the following dates: (1) the date any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of shares of Eaton possessing thirty (30) percent or more of the total voting power of the shares of the corporation; or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. A change in the ownership of a substantial portion of the assets of Eaton occurs on the date any one (1) person, or more than one (1) person acting as a group, acquired (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Application of this definition shall be further subject to rules set forth in Treasury Regulation Section 1.409A-3(i) relating to persons acting as a group, transfers to related persons, and certain back-to-back arrangements.

CODE: Internal Revenue Code of 1986, as it may be amended from time to time.

COMMITTEE: The Management Compensation Committee of Eaton.

COMMON SHARE RETIREMENT COMPENSATION: Retirement Compensation which is converted into Contingent Share Units in accordance with Article VI.

CONTINGENT SHARE UNITS: Units credited to a Participant's Account which are equivalent in value to the market value of Eaton Common Shares.

DEFERRED INCENTIVE COMPENSATION: That portion of Incentive Compensation which has been deferred pursuant to the Plan and any Dividend Equivalents, Treasury Bill Interest Equivalents, Contingent Share Units, and Treasury Note Based Interest which are attributable thereto.

DEFERRED INCENTIVE COMPENSATION AGREEMENT: The written agreement between Eaton and a Participant pursuant to which Incentive Compensation is deferred under the Plan.

DIVIDEND EQUIVALENT: An amount equal to the per share dividends paid on Eaton Common Shares.

EATON: Eaton Corporation, an Ohio corporation, and its corporate successors.

EATON COMMON SHARES: The common shares of Eaton.

EXECUTIVE INCENTIVE COMPENSATION PLAN: Any incentive compensation plan approved (a) by the Board for participation in the Plan and whose participants are designated by the Board Committee or (b) by the Committee.

INCENTIVE COMPENSATION: The full amount of the annual Incentive Compensation awarded to a Participant under any Executive Incentive Compensation Plan.

INCENTIVE YEAR: An incentive year as defined under the provisions of the applicable Executive Incentive Compensation Plan.

INTEREST RATE RETIREMENT COMPENSATION: Retirement Compensation which is credited with Treasury Note Based Interest in accordance with Article VI.

MEAN PRICE: The mean between the highest and lowest quoted selling price of an Eaton Common Share on the New York Stock Exchange.

PARTICIPANT: An employee of Eaton in a key position receiving benefits under the Executive Incentive Compensation Plan and participating under the Plan.

PERIODIC COMPENSATION: That portion of a Participant's Incentive Compensation which is deferred under the Plan for payment over a period not in excess of five (5) years.

PERIODIC INSTALLMENTS: Equal annual payments over a period not to exceed fifteen (15) years, as elected by the Participant in accordance with the terms of the Plan. Periodic Installments are paid on or about March 15 of each year, except as otherwise provided herein.

PLAN: The Deferred Incentive Compensation Plan pursuant to which all or a portion of Incentive Compensation may be deferred for later payment to a Participant effective January 1, 2005, and adopted December 8, 2004.

RETIREMENT: The Termination of Employment of a Participant who is age fifty (50) or older and has at least ten (10) years of service with Eaton. For this purpose, service shall be measured in the same manner as Service under the Pension Plan for Eaton Corporation Employees.

RETIREMENT COMPENSATION: That portion of Incentive Compensation deferred under the Plan for payment to a Participant upon his or her Retirement.

TERMINATION AND CHANGE IN CONTROL: Shall mean the termination of the employment of a Participant for any reason whatsoever prior to a Change in Control, upon a subsequent Change in Control or termination of the employment of a Participant for any reason whatsoever during the two (2)-year period immediately following a Change in Control.

TERMINATION OF EMPLOYMENT: The time when a Participant shall no longer be employed by Eaton whether by reason of Retirement, death, voluntary resignation (with or without good reason), divestiture or closing of a business unit, plant or facility, discharge (with or without cause), or such disability that, under the then current employment practices of Eaton, the employment of the Participant is terminated.

Termination of Employment shall include "separation from service" within the meaning of Section 409A of the Code, meaning that a Participant whose level of bona fide services is permanently decreased to no more than twenty (20) percent of the average level of bona fide services performed over the preceding 36-month period shall incur a separation from service for purposes of the Plan. Notwithstanding the foregoing, upon a sale or other disposition of assets of Eaton or any of its subsidiaries to an unrelated purchaser, Eaton reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a separation from service.

TREASURY BILL INTEREST EQUIVALENT: A rate of interest equal to the quarterly average yield of 13-week U.S. Government Treasury Bills.

TREASURY NOTE BASED INTEREST: A rate of interest equal to the average yield of 10-year U.S. Government Treasury Notes plus 300 basis points.

IV.	ELECTION TO DEFER

Section 4.01. With respect to Incentive Compensation for each Incentive Year commencing in or after 2005, the Participant shall be given the opportunity to elect, by signing and delivering to the Committee a Deferred Incentive Compensation Agreement, the manner and extent to which the Participant's Incentive Compensation awarded in respect to such Incentive Year shall be deferred under the Plan and the allocation between Periodic Compensation and Retirement Compensation. At the time such election is made the Participant shall specify with respect to the deferral for such Incentive Year the time and form of payment for such amount as follows:

(a)

With respect to any amount allocated to Periodic Compensation, the Participant shall specify the year (subject to the provisions of Section 5.02) in which payment of such amount shall be made or commence in the form of Periodic Installments and the number of years, not to exceed five (5) over which payment shall be made.

(b)

With respect to any amount allocated to Retirement Compensation, the Participant shall specify whether such amount is to be distributed as a lump sum or in the form of Periodic Installments over a period of five (5), ten (10), or fifteen (15) years, subject, however, to the provisions of Section 4.06.

Section 4.02. Not less than ten (10) percent of Incentive Compensation awarded for any Incentive Year may be deferred under the Plan.

Section 4.03. If a Participant elects to allocate a portion of Incentive Compensation to both Periodic Compensation and Retirement Compensation, the amount allocated to each form of Compensation shall be not less than ten (10) percent of the Incentive Compensation awarded for any Incentive Year.

Section 4.04. To be in effect for an Incentive Year, a Participant's election pursuant to Section 4.01 must be completed on or before December 31 of the year immediately preceding the Incentive Year. Moreover, in the case of the first year in which a Participant becomes eligible to participate in the Plan, such election shall be made with respect to services performed subsequent to the election within thirty (30) days after the

date the Participant becomes eligible to participate in the Plan. In the event that an election is made hereunder in the Participant's first year of eligibility with respect to compensation that is earned based on a specific performance period and after the beginning of that performance period, the election shall apply only to the compensation paid for services performed after the election. An election will be deemed to apply to compensation paid for services performed after the election if the election applies to no more than an amount equal to the total amount of the compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of dates in the performance period.

Section 4.05. Once a Participant has made an effective election under Section 4.01 with respect to the deferral and allocation of his or her Incentive Compensation, he or she may not thereafter change that election other than as provided in Section 4.06 or change the allocation between Periodic Compensation and Retirement Compensation.

Section 4.06. A Participant who has made an effective election under Section 4.01 with respect to deferral of Retirement Compensation for payment in a lump sum following Retirement may make a subsequent election to delay payment or commencement of payment of such amount for a period of five (5) years from the date such payment would otherwise have been made, which election may include a change in the form of payment in accordance with the following provisions, subject to such administrative rules and procedures as may be established by the Committee:

(a)

the subsequent election shall not take effect until 12 months after the date on which it is made; and

(b)

payment in the form of Periodic Installments over a period of five (5) years may be elected.

Any such subsequent election shall become irrevocable on the later of the date when made or the date which is 12 months before the date the Participant could first be eligible for Retirement. Notwithstanding the foregoing provisions of this Section 4.06, no such subsequent election shall be given effect unless the Participant has a Termination of Employment by reason of Retirement.

V.	PERIODIC COMPENSATION

Section 5.01. There shall be computed and credited quarterly to the Participant's Account Treasury Bill Interest Equivalents on all unpaid Periodic Compensation.

Section 5.02. Commencing on or about March 15 of the year elected by the Participant (but not earlier than the second year following the Incentive Year for which the Periodic Compensation was credited to the Participant), the Periodic Compensation shall be paid to the Participant in not more than five (5) equal annual installments, as earlier elected by the Participant; and, with each such installment, there shall be paid to the Participant all Treasury Bill Interest Equivalents credited to the Participant and then unpaid.

Section 5.03. Upon Termination of Employment, any unpaid Periodic Compensation and any unpaid Treasury Bill Interest Equivalents credited thereon shall be paid to the

Participant, or his or her Beneficiary, as the case may be, in a lump sum payment within sixty (60) days following such Termination of Employment, subject to the provisions of Section 9.03.

VI.	RETIREMENT COMPENSATION

Section 6.01. The amount of Deferred Incentive Compensation allocated to Retirement Compensation shall correspond with the portion of the Incentive Compensation award elected by the Participant pursuant to Section 4.01. Retirement Compensation shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant's name. For each award period ending after December 31, 2007, the Participant may elect in ten (10) percent increments, the amount, if any, of Retirement Compensation to be credited to Common Share Retirement Compensation, and the balance shall be credited to Interest Rate Retirement Compensation.

Section 6.02. Common Share Retirement Compensation shall be converted into a number of Contingent Share Units based upon the average of the Mean Prices for Eaton Common Shares for the twenty (20) trading days of the New York Stock Exchange during which Eaton Common Shares were traded immediately following the end of the incentive period in which the Incentive Compensation to be deferred was earned. On each Eaton Common Share dividend payment date, Dividend Equivalents equal to the actual Eaton Common Share dividends paid shall be credited with respect to the Contingent Share Units in the Participant's Account, and shall in turn be converted into Contingent Share Units utilizing the Mean Price for Eaton Common Shares on the dividend payment date.

In determining the number of Contingent Share Units to be credited to a Participant, whether by reason of the conversion of Retirement Compensation to Contingent Share Units or by reason of the conversion of Dividend Equivalents to Contingent Share Units, such number may be expressed in fractions of a Contingent Share Unit computed to the nearest tenth. The number of Contingent Share Units credited to a Participant shall be appropriately adjusted to reflect any change in the capitalization of Eaton resulting from a stock dividend, stock split, reorganization, merger, consolidation, recapitalization, combination, exchange of shares or any other similar events.

Upon any distribution of Common Share Retirement Compensation, all Contingent Share Units standing to his or her credit which are to be distributed shall be converted to an equal number of Eaton Common Shares for distribution to the Participant in the form of Eaton Common Shares.

Section 6.03. Upon Retirement or other Termination of Employment of a Participant or upon any other distribution of Common Share Retirement Compensation, and after the conversion of Contingent Share Units to Eaton Common Shares as set forth in Section 6.02, distribution of such Eaton Common Shares for each Incentive Year shall be made or commence. Upon Retirement distribution shall be made in accordance with the election made by the Participant under the terms of the Plan with respect to method of payment, with distribution made or commencing on or about March 15 of the year following the date of such Retirement, subject to the provisions of Sections 4.06 and 9.03 to the extent applicable, provided that in the event the Participant has made no election for an Incentive Year, such amount relating to such Incentive Year shall be payable in a

single sum payment, and provided, further, that in the event of the Participant's death prior to distribution of his or her entire Account, the remaining amount shall be distributed to the Participant's beneficiary in a single sum payment within ninety (90) days following the date of death. In the event of a Participant's Termination of Employment other than Retirement, such amount shall be paid in a single sum payment within sixty (60) days following the date of such Termination of Employment, subject to the provisions of Section 9.03.

There shall be computed on a quarterly basis and credited to the Participant's Account Dividend Equivalents on the unpaid amount of Common Share Retirement Compensation until such Common Share Retirement Compensation is paid by Eaton. All credited Dividend Equivalents shall be converted to Eaton Common Shares using the method set forth in Section 6.02.

The Eaton Common Shares credited to the Participant's Account in accordance with Section 6.02 shall be distributed to the Participant or his Beneficiary, as the case may be, in accordance with the schedule for distribution determined under this Section 6.03, and with each Periodic Installment, if any, there shall be paid all Dividend Equivalents credited to the Participant and then unpaid.

Section 6.04. Retirement Compensation not credited to Common Share Retirement Compensation shall be credited to Interest Rate Retirement Compensation. Interest Rate Retirement Compensation shall be credited to the Interest Rate Retirement Compensation Account, which shall earn Treasury Note Based Interest, compounded quarterly, until paid.

Section 6.05. Upon Retirement or other Termination of Employment of a Participant or upon any other distribution of Interest Rate Retirement Compensation, distribution for each Incentive Year shall be made or commence. Upon Retirement distribution shall be made in accordance with the election made by the Participant under the terms of the Plan with respect to method of payment, with distribution made or commencing on or about March 15 of the year following the date of such Retirement, subject to the provisions of Sections 4.06 and 9.03 to the extent applicable, provided that in the event the Participant has made no election for an Incentive Year, such amount relating to such Incentive Year shall be payable in a single sum payment, and provided, further, that in the event of the Participant's death prior to distribution of his or her entire Account, the remaining amount shall be distributed to the Participant's beneficiary in a single sum payment within ninety (90) days following the date of death. In the event of a Participant's Termination of Employment other than Retirement, such amount shall be paid in a single sum payment within sixty (60) days following the date of such Termination of Employment, subject to the provisions of Section 9.03.

Interest Rate Retirement Compensation credited to the Participant's Account in accordance with Section 6.04 shall be distributed to the Participant or his Beneficiary, as the case may be, in accordance with the schedule for distribution determined under this Section 6.05, and with each Periodic Installment, if applicable, there shall be paid to the Participant all Treasury Note Based Interest credited to the Participant and then unpaid.

VII.	AMENDMENT AND TERMINATION

Section 7.01. Eaton fully expects to continue the Plan but it reserves the right, at any time or from time to time, by action of the Board Committee, to modify or amend the Plan, in whole or in part, or to terminate the Plan, in whole or in part, at any time and for any reason, including, but not limited to, adverse changes in the federal tax laws.

Section 7.02. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by Eaton to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005, including as contemplated by Section 855(f) of the American Jobs Creation Act of 2004. Moreover, after January 1, 2007, and on or before December 31, 2007, and to the extent permitted by the Committee in accordance with terms set forth on an election form provided by Eaton, a Participant may make a change in a payment election as described in IRS Notice 2006-79, provided that with respect to an election to change a time and form of payment made after January 1, 2007 and on or before December 31, 2007, the election may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007.

VIII.

ADMINISTRATION

Section 8.01. The Plan shall be administered by the Committee in accordance with rules of general application for the administration of the Plan as the Committee may, from time to time, adopt. The Committee shall interpret the provisions of the Plan where necessary and may adopt procedures for the administration of the Plan which are consistent with the provisions of the Plan and the rules adopted by the Committee.

Section 8.02. Each Participant or Beneficiary must claim any benefit to which he or she may be entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time in a written notice stating the specific reasons for the denial.

The claimant may have a review of the denial by the Committee by filing a written notice with the Committee within sixty (60) days after the notice of the denial of his or her claim.

The written decision by the Committee with respect to the review must be given within one hundred and twenty (120) days after receipt of the written request.

IX.	PAYMENTS TO PARTICIPANTS

Section 9.01. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire benefit to the Participant or, if applicable, his Beneficiary, pursuant to an irrevocable action taken by the Board within the thirty (30) days preceding or the 12 months following a Change in Control, provided that this Section 9.01 will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Treasury Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each

Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section 9.01, where the change in control event results from an asset purchase transaction, the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

Section 9.02. Notwithstanding any provision of the Plan to the contrary, Compensation deferred under the Plan shall not be distributed earlier than:

(a)

separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a “specified employee” of Eaton);

(b)

the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code);

(c)

death of the Participant;

(d)

a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such compensation;

(e)

to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of Eaton, or in the ownership of a substantial portion of the assets of Eaton;

(f)

the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code; or

(g)

termination of the Plan as described in Section 7.01 or 9.01.

In the case of any Participant who is determined by Eaton to be a “specified employee” within the meaning of Section 409A of the Code and applicable Treasury regulations, distributions shall not in any event be made or begin until the first business day of the month which is six (6) months after the date of his separation from service (or, if earlier, the date of death of the Participant) (the “permitted payment date”). In the event any payment to a specified employee is delayed by reason of this provision, such payment (including interest or earnings otherwise credited through the permitted payment date) shall be made on such permitted payment date.

X.	MISCELLANEOUS

Section 10.01. Each Participant shall have the right, by written instruction to the Committee, on a form supplied by the Committee, to designate one (1) or more primary and contingent beneficiaries (and the proportion to be paid to each, if more than one is designated) to receive his or her Deferred Incentive Compensation upon his or her death. Any such designation shall be revocable by the Participant.

Section 10.02. All payments under the Plan shall be subject to such taxes (federal, state or local) as may be due thereon and the determination by the Committee as to withholding with respect thereto shall be binding upon the Participant and his or her Beneficiary.

Section 10.03. If any Participant under the Plan is a member of the Committee, he or she shall not participate as a member of the Committee in any determination under the Plan relating to his or her Deferred Incentive Compensation.

Section 10.04. All action of the Committee hereunder may be taken with or without a meeting. If taken without a meeting, the action shall be in writing and signed by a majority of the members of the Committee and if taken with a meeting, a majority of the Committee shall constitute a quorum for any such action.

Section 10.05. Subject to any federal statute to the contrary, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under the Plan shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits.

Section 10.06. The obligations of Eaton to make payments hereunder shall constitute a liability of Eaton to the Participant. Eaton may, but shall not be required to, establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participant's life, or otherwise to segregate assets to assure that such payments shall be made.

Section 10.07. In the event that it shall be determined in accordance with any policy, program or standard adopted by Eaton that any Incentive Compensation payable to a Participant which has been deferred under the terms of the Plan is to be restored to Eaton, the Account of such Participant shall be appropriately adjusted to eliminate such deferral, and no substitution shall be provided.

Section 10.08. The Plan shall not be deemed to constitute a contract of employment between Eaton and a Participant. Neither shall the execution of the Plan nor any action taken by Eaton pursuant to this Plan be held or construed to confer on a Participant any legal right to be continued as an employee of Eaton, in an executive position or in any other capacity with Eaton whatsoever.

Section 10.09. Obligations incurred by Eaton pursuant to the Plan shall be binding upon and inure to the benefit of Eaton, its successors and assigns, and the Participant or his or her Beneficiary.

Section 10.10. The Plan shall be construed and governed in accordance with the law of the State of Ohio.

Section 10.11. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.

Section 10.12. All headings used in the Plan are for convenience of reference only and are not part of the substance of the Plan.

Section 10.13. The Plan was adopted by the Board on December 8, 2004, effective January 1, 2005, and is amended and restated effective January 1, 2008, as set forth herein.

APPROVAL AND ADOPTION

The Eaton Corporation Deferred Incentive Compensation Plan II, as amended and restated in the form attached hereto, is hereby approved and adopted.


						Date: October 27, 2007
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EXECUTION COPY

FIRST AMENDMENT

EATON CORPORATION DEFERRED INCENTIVE COMPENSATION PLAN II

(January 1, 2008 Restatement)

WHEREAS, Eaton Corporation (the “Company”) maintains in effect the Eaton Corporation Deferred Incentive Compensation Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Company reserves the right to amend the Plan; and

1. The definition of “Board” in Article III of the Plan is hereby amended in its entirety to read as follows:

BOARD: The Board of Directors of Eaton Corporation plc.

2. The definition of “Change in Control” is hereby amended by replacing “Eaton” with “Eaton Corporation plc” in each place “Eaton” appears.

3. The definition of “Committee” in Article III of the Plan is hereby amended in its entirety to read as follows:

COMMITTEE: The Management Compensation Committee of Eaton Corporation plc.

4. The definition of “Eaton Common Shares” in Article III of the Plan is hereby amended in its entirety to read as follows:

EATON COMMON SHARES: Ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

5. Section 4.04 of the Plan is amended by replacing “Moreover” with “However” in the one place “Moreover” is referenced.

6. The second paragraph of Section 6.02 of the Plan is hereby amended by (x) replacing “stock” with “shares” in the two places “stock” appears and (y) replacing “Eaton” with “Eaton Corporation plc” in the one place “Eaton” appears.

7. Article X of the Plan is hereby amended by the addition of a new Section 10.14 to read as follows:

Section 10.14 . Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares pursuant to an award unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed through duly authorized persons on this 29 ^th day of November, 2012.


EATON CORPORATION

By:		/s/ Thomas E. Moran

Title:		Senior Vice President and Secretary

Exhibit 4.13

2005 NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(2008 RESTATEMENT)

I. PURPOSE

The 2005 Non-Employee Director Fee Deferral Plan (the “Plan”) enables each Director of Eaton Corporation (“Eaton” or the “Company”) who is not employed by the Company to defer receipt of fees that may be payable to him or her for future services as a member of the Board of Directors of the Company (the “Board”) or as Chair or as a member of any committee of the Board. The purpose of the Plan is to help attract and retain highly qualified individuals to serve as members of the Company’s Board of Directors and as members of committees thereof.

II. ELIGIBILITY

All members of the Board who are not employed by the Company are eligible to participate in the Plan with respect to amounts earned as fees for services as a member of the Board or as Chair or a member of any committee of the Board.

III. DEFINITIONS

The terms used herein shall have the following meanings:

Account - A bookkeeping account established by Eaton for a Participant to which may be credited Deferred Fees and earnings or losses thereon.

Agreement - A written agreement between Eaton and a Participant deferring the receipt of Fees and indicating the term of the deferral.

Beneficiary - The person or entity designated in writing executed and delivered by the Participant to the Committee. If that person or entity is not living or in existence at the time any unpaid balance of Deferred Fees becomes due after the death of a Participant, the term “Beneficiary” shall mean the Participant’s estate or legal representative or any person, trust or organization designated in such Participant’s will.

Board - The Board of Directors of Eaton.

Change in Control - Shall be deemed to have occurred upon the occurrence of (i) a change in the ownership of Eaton, (ii) a change in effective control of Eaton, or (iii) a change in the ownership of a substantial portion of the assets of Eaton. For purposes of this definition, except as provided below, a change in the ownership of a Eaton occurs on the date that any one (1) person, or more than one (1) person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of shares of Eaton that, together with shares held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton. However, if any one (1) person, or more than one (1) person acting as a group, is considered to own more than fifty (50) percent of the total fair

market value or total voting power of the shares of Eaton, the acquisition of additional shares by the same person or persons is not considered to cause a change in the ownership of Eaton (or to cause a change in the effective control of Eaton). An increase in the percentage of shares owned by any one (1) person, or persons acting as a group, as a result of a transaction in which Eaton acquires its shares in exchange for property will be treated as an acquisition of shares for purposes hereof. This shall apply only when there is a transfer of shares of Eaton (or issuance of shares of Eaton) and shares in Eaton remain outstanding after the transaction. A change in the effective control of Eaton occurs only on either of the following dates: (1) the date any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of shares of Eaton possessing thirty (30) percent or more of the total voting power of the shares of Eaton; or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the individuals who had comprised the Board before the date of the appointment or election. A change in the ownership of a substantial portion of Eaton assets occurs on the date any one (1) person, or more than one (1) person acting as a group, acquired (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Eaton that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of Eaton immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Eaton, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Application of this definition shall be further subject to rules set forth in Treasury Regulation Section 1.409A-3(i) relating to persons acting as a group, transfers to related persons, and certain back-to-back arrangements.

Code - Internal Revenue Code of 1986, as it may be amended from time to time.

Committee - The Governance Committee of the Board or such other committee as the Board may from time to time designate for purposes of administration of the Plan.

Common Share Retirement Deferred Fees - Retirement Deferred Fees that are converted into share units in accordance with Article VI.

Deferred Fees - That portion of Fees deferred pursuant to the Plan.

Eaton - Eaton Corporation, an Ohio corporation, and its corporate successors.

Eaton Common Shares - The common shares of Eaton.

Fees - Any amount payable to a Participant for services as a member of the Board or as Chair or a member of any committee of the Board.

Interest Rate Retirement Deferred Fees - Retirement Deferred Fees that are credited with Treasury Note Based Interest in accordance with Article VI.

Participant - A member of the Board who is not an employee of Eaton and who elects to defer receipt of Fees under the Plan.

Periodic Installments - Annual payments, over a period not to exceed 15 years, as elected by the Participant in accordance with the terms of the Plan, which are substantially equal in amount, or, in the case of Common Share Retirement Deferred Fees, substantially equal in the number of share units being valued and paid or the number of Eaton Common Shares being distributed, except that earnings attributable to periods following Retirement or Termination of Service as a Director shall be included with each payment.

Plan - This 2005 Non-Employee Director Fee Deferral Plan pursuant to which Fees may be deferred for later payment, adopted December 8, 2004 and effective January 1, 2005, as set forth herein.

Retirement - The Termination of Service as a Director of a Participant who has five (5) years of service as a member of the Board.

Retirement Deferred Fees - That portion of Fees deferred for payment at Retirement or in Periodic Installments commencing at Retirement, as elected by the Participant in accordance with Article IV.

Short-Term Deferred Fees - That portion of Fees deferred for payment as elected by the Participant in accordance with Article V.

Termination and Change in Control - The Termination of Service as a Director of a Participant for any reason whatsoever prior to a Change in Control if there is a subsequent Change in Control or the Termination of Service as a Director of a Participant for any reason whatsoever during the two (2)-year period immediately following a Change in Control.

Termination of Service as a Director - The time when a Participant shall no longer be a member of the Board, whether by reason of retirement, death, voluntary resignation, divestiture, removal (with or without cause), or disability.

Treasury Bill Interest Equivalent - A rate of interest equal to the quarterly average yield of 13-week U.S. Government Treasury Bills.

Treasury Note Based Interest - A rate of interest equal to the average yield of 10-year U.S. Government Treasury Notes plus 300 basis points.

IV. ELECTION TO DEFER

Section 4.01 Deferral Options. For each calendar year commencing with 2005, a Participant may elect to defer the receipt of all or part of his or her Fees as Short-Term Deferred Fees or Retirement Deferred Fees. Once a Participant has made an effective election, he or she may not thereafter change that election or change any allocation between Short-Term Deferred Fees or Retirement Deferred Fees.

Section 4.02 Amount Deferred. Not less than ten (10) percent of Fees payable for any calendar year may be deferred under the Plan. If a Participant elects to allocate a portion of Fees to both Short-Term Deferred Fees and Retirement Deferred Fees, the amount allocated to each shall be not less than ten (10) percent of the Fees payable for any calendar year.

Section 4.03 Election Deadline. To be in effect for a calendar year, a Participant's election must be completed, signed and filed with the Committee on or before December 31 of the immediately preceding calendar year, except that in the case of the first year in which a Participant becomes eligible to participate in the Plan, such election may be made with respect to services performed subsequent to the election within thirty (30) days after the date the Participant becomes eligible to participate in the Plan.

Section 4.04 Additional Terms. At the time the Participant elects to defer all or part of his or her Fees for a calendar year as Short-Term Deferred Compensation, the Participant shall also specify the year in which payment of such amount shall commence (which shall not be prior to the second year following the calendar year for which the Fees were deferred) and the method of payment selected from those permitted under Article V, provided that payment shall commence on or about March 15 of the specified year. At the time the Participant elects to defer all or part of his or her Fees for a calendar year as Retirement Deferred Fees, the Participant shall also specify that payment of such amounts be made in a lump sum or in Periodic Installments, including the term of such Periodic Installments, upon Retirement, provided that the date of payment or commencement shall be on or about March 15 of the year following the date of such Retirement, subject to the provisions of Section 6.06.

V. SHORT-TERM DEFERRED FEES

If elected by a Participant, payment of the amount of Fees allocated to Short-Term Deferred Fees will be deferred. Short-Term Deferred Fees shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant's name. Treasury Bill Interest Equivalents shall be credited quarterly to the Participant's Short-Term Deferred Fees Account until such compensation is paid to the Participant. Short-Term Deferred Fees, together with credited Treasury Bill Interest Equivalents, shall be paid to the Participant in a lump sum or in not more than five annual installments, as elected by the Participant. Upon the death of a Participant prior to payment of such amounts, payment shall be made to his or her Beneficiary in a lump sum within ninety (90) days of the date of such death.

VI. RETIREMENT DEFERRED FEES

Section 6.01 Duration. If elected by a Participant, payment of the amount of Fees allocated to Retirement Deferred Fees will be deferred to Retirement. Retirement Deferred Fees shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant’s name.

Section 6.02 Common Share Retirement Deferred Fees. Between fifty (50) percent and one hundred (100) percent, as elected by the Participant, of the amount allocated to Retirement Deferred Fees shall be credited to Common Share Retirement Deferred Fees, and the balance shall be credited to Interest Rate Retirement Deferred Fees.

Common Share Retirement Deferred Fees shall be converted into a number of share units based upon the average of the mean prices for Eaton Common Shares for the twenty trading days of the New York Stock Exchange during which Eaton Common Shares were traded immediately preceding the end of the calendar quarter in which the Fees to be deferred were earned. For purposes of the Plan, “mean price” shall be the mean of the highest and lowest selling prices for Eaton Common Shares quoted on the New York Stock Exchange on the relevant trading day. On each Eaton Common Share dividend payment date, dividend equivalents equal to the actual Eaton Common Share dividends paid shall be credited to the share units in the Participant’s Account, and shall in turn be converted into share units utilizing the mean price for Eaton Common Shares on the dividend payment date.

Upon payment of Common Share Retirement Deferred Fees in Eaton Common Shares, the share units standing to the Participant’s credit shall be converted to the same number of Eaton Common Shares for distribution to the Participant.

Section 6.03 Interest Rate Retirement Deferred Fees. Retirement Deferred Fees not credited to Common Share Retirement Deferred Fees shall be credited to Interest Rate Retirement Deferred Fees. Interest Rate Retirement Deferred Fees shall be credited to the Interest Rate Retirement Deferred Fees Account, which shall earn Treasury Note Based Interest, compounded quarterly, until paid.

Section 6.04 Periodic Installments. In the event of the death of a Participant who has commenced receiving Periodic Installments, the entire remaining amount of his or her Retirement Deferred Fees shall be distributed to the Participant’s Beneficiary. Such distribution shall be made in a lump sum within ninety (90) days of the date of such death.

Section 6.05 Termination of Service as a Director. The Retirement Deferred Fees Account of a Participant whose Termination of Service as a Director occurs for reasons other than Retirement shall be distributed in a lump sum within sixty (60) days following the Participant’s Termination of Service as a Director for reasons other than Retirement; subject, however, to the limitations set forth in Section 6.06.

Earnings shall be credited on undistributed Retirement Deferred Fees Accounts, and annual installment payments shall be adjusted to reflect such additional earnings, based on the remaining number of installment payments to be distributed and based on Treasury Note Based Interest, computed quarterly.

Section 6.06 Limitations on Distribution. Notwithstanding any provision of the Plan to the contrary, Fees deferred under the Plan shall not be distributed earlier than the first to occur of the following:

(a)

separation from service as determined by the Secretary of the Treasury;

(b)

the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code);

(c)

death of the Participant;

(d)

a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such Fees;

(e)

to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of Eaton, or in the ownership of a substantial portion of the assets of Eaton; or

(f)

the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code.

VII. AMENDMENT AND TERMINATION

Section 7.01 Right to Amend or Terminate. Eaton fully expects to continue the Plan but it reserves the right, except as otherwise provided herein, at any time by action of the Committee, to modify, amend or terminate the Plan for any reason, including adverse changes in the federal tax laws. Notwithstanding the foregoing, upon the occurrence of a Change in Control, no amendment, modification or termination of the Plan shall, without the consent of any particular Participant, alter or impair any rights or obligations under the Plan with respect to that Participant.

Section 7.02 American Jobs Creation Act of 2004 and Transition Rules. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by Eaton to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004. Moreover, after January 1, 2007, and on or before December 31, 2007, and to the extent permitted by the Committee in accordance with terms set forth on an election form provided by the Committee, a Participant may make a change in a payment election as described in IRS Notice 2006-79, provided that with respect to an election to change a time and form of payment made after January 1, 2007 and on or before December 31, 2007, the election may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007.

Section 7.03 Plan Termination in Connection with Change in Control. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant’s entire Account to the Participant or, if applicable, his or her Beneficiary, pursuant to an irrevocable action taken by the Board within the thirty (30) days preceding a Change in Control. This Section 7.03 will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the “service recipient” (as defined under Treasury Regulation Section 1.409A-1(g)) immediately after the time of the Change in Control event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Treasury Regulation Section 1.409A-1(c) (2) are terminated and liquidated with respect to each Participant who experienced the Change in Control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section 7.03, where the Change in Control event results from an asset purchase transaction, the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

VIII. ADMINISTRATION

Each Participant or Beneficiary must claim any benefit to which such Participant or Beneficiary may be entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time in a written notice stating the

specific reasons for the denial. The claimant may have a review of the denial by the Committee by filing a written notice with the Committee within sixty (60) days after the notice of the denial of his or her claim. The written decision by the Committee with respect to the review must be given within one hundred and twenty (120) days after receipt of the written request.

The determinations of the Committee shall be final and conclusive.

IX. TERMINATION AND CHANGE IN CONTROL

Section 9.01 Termination and Change in Control. Notwithstanding anything herein to the contrary other than Section 6.06, upon the occurrence of a Termination and Change in Control, the Participants shall be entitled to receive from the Company the payments as provided in Section 9.02.

Section 9.02 Payment Requirement. No later than the date a Participant makes an initial election under the Plan, the Participant shall select one of the payment alternatives set forth below with respect to the Participant's Account. The payment alternatives are as follows:

(a)

a Lump Sum Payment within thirty (30) days following the Termination and Change in Control;

(b)

payment in semiannual or annual payments, over a period not to exceed 15 years, as selected by the Participant at the time provided in the first paragraph of this Section 9.02, commencing within thirty (30) days following the Termination and Change in Control which are substantially equal in amount or in the number of share units being valued and paid or in the number of Eaton Common Shares being distributed, except that earnings attributable to periods following Termination and Change in Control shall be included with each payment.

Payment of such amounts shall be made to each such Participant in accordance with his or her selected alternative as provided in Section 9.02.

X. MISCELLANEOUS

Section 10.01 Adjustments. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the Committee shall equitably adjust the number of share units previously allocated to the Accounts of Participants as Common Share Retirement Deferred Fees.

Section 10.02 Designation of Beneficiaries. Each Participant shall have the right, by written instruction to the Committee, on a form supplied by the Committee, to designate one or more primary and contingent Beneficiaries (and the proportion to be paid to each, if more than one is designated) to receive his or her Account balance upon his or her death. Any such designation shall be revocable by the Participant.

Section 10.03 Committee Actions. All actions of the Committee hereunder may be taken with or without a meeting, as permitted by law and by the Company’s Amended Regulations.

Section 10.04 Assignment. No benefit under the Plan shall be subject to anticipation, alienation, sale, transfer or encumbrance, and any attempt to do so shall be void. No benefit hereunder shall in any manner be liable for the debts, contracts, or liabilities of the person entitled to such benefits. During a Participant’s lifetime, rights hereunder are exercisable only by the Participant or the Participant’s guardian or legal representative. Notwithstanding the foregoing, nothing in this Section shall prohibit the transfer of any benefit by will or by the laws of descent and distribution or (if permitted by applicable regulations under Section 16(b) of the Securities Exchange Act) pursuant to a qualified domestic relations order, as defined under the Code and the Employee Retirement Income Security Act of 1974, as amended.

Section 10.05 No Funding Required. The obligations of Eaton to make payments shall be a liability of Eaton to the Participant. Eaton shall not be required to maintain any separate fund or reserve, or purchase or acquire life insurance on a Participant’s life, or otherwise segregate assets to assure that any particular asset of Eaton is available to make such payments by reason of Eaton’s obligations hereunder. Nothing contained in the Plan shall be construed as creating a trust or other fiduciary relationship between Eaton and a Participant or any other person.

Section 10.06 No Contract for Services. The Plan shall not be deemed to constitute a contract for services between Eaton and a Participant. Neither the execution of the Plan nor any action taken by Eaton, the Board or the Committee pursuant to the Plan shall confer on a Participant any legal right to be continued as a member of the Board or in any other capacity with Eaton whatsoever.

Section 10.07 Governing Law. The Plan shall be construed and governed in accordance with the law of the State of Ohio to the extent not covered by Federal law.

Section 10.08 Effective Date. The Plan was adopted by the Board on December 8, 2004, effective January 1, 2005, and is amended and restated effective January 1, 2008, as set forth herein.

APPROVAL AND ADOPTION

The 2005 Non-Employee Director Fee Deferral Plan, as amended and restated in the form attached hereto, is hereby approved and adopted.


						Date: October 27, 2007
Name


Title


Name


Title

EXECUTION COPY

FIRST AMENDMENT

2005 NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(January 1, 2008 Restatement)

WHEREAS, Eaton Corporation (the “Company”) maintains in effect the 2005 Non-Employee Director Fee Deferral Plan under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Company reserves the right to amend the Plan; and

1. The definition of “Change in Control” is hereby amended by replacing “Eaton” with “Eaton Corporation plc” in each place that “Eaton” appears.

2. The definition of “Committee” in Article III of the Plan is hereby amended in its entirety to read as follows:

Committee – The Governance Committee of the Board of Directors of Eaton Corporation plc or such other committee as the Board of Directors of Eaton Corporation plc may from time to time designate for purposes of administration of the Plan.

3. The definition of “Eaton Common Shares” in Article III of the Plan is hereby amended in its entirety to read as follows:

Eaton Common Shares – Ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

4. Section 7.03 of the Plan is hereby amended by replacing “Board” with “Board of Directors of Eaton Corporation plc” in each place that “Board” appears.

5. Section 10.01 of the Plan is hereby amended by replacing “stock” with “shares” in the two places “stock” appears.

6. Article X of the Plan is hereby amended by the addition of a new Section 10.09 to read as follows:

Section 10.09 Issuance of Eaton Common Shares . Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares pursuant to an award unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed through duly authorized persons on this 29 ^th day of November, 2012.


EATON CORPORATION

By:		/s/ Thomas E. Moran

Title:		Senior Vice President and Secretary

Exhibit 4.14

EATON SAVINGS PLAN

2010 Restatement

TABLE OF CONTENTS


		Page
ARTICLE I.	ESTABLISHMENT OF THE PLAN		6
Section 1.1	Establishment of Plan and Effective Date		6
Section 1.2	Purposes of the Plan		9

ARTICLE II.	DEFINITIONS AND CONSTRUCTION		9
Section 2.1	Definitions		9
Section 2.2	Gender and Number		18
Section 2.3	Headings		18
Section 2.4	Plan Provisions Controlling		18
Section 2.5	Severability		19
Section 2.6	Code and ERISA Compliance; Applicable Law		19

ARTICLE III.	ELIGIBILITY		19

ARTICLE IV.	PARTICIPATION		19

ARTICLE V.	CONTRIBUTIONS		20
Section 5.1	Member Regular Contributions; Deferred Compensation Contributions; and “Catch-Up Contributions		20
Section 5.2	Limitation on Regular and Deferred Compensation Contributions		23
Section 5.3	Company Contributions		23
Section 5.4	Allocation of Company Contributions		25
Section 5.5	Maximum Additions		26
Section 5.6	Excess Deferrals		29
Section 5.7	Excess Deferred Compensation Contributions		30
Section 5.8	Excess Company and Regular Contributions		35
Section 5.9	Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements		40
Section 5.10	Miscellaneous ADP/ACP Testing Provisions		42

ARTICLE VI.	INVESTMENT OF FUNDS		44
Section 6.1	Investment Funds		44
Section 6.2	Investment of Member Contributions and Deferred Compensation Contributions		45
Section 6.3	Investment of Company Contributions		46
Section 6.4	Charges and Credits to Accounts		47
Section 6.5	Investment of Income Received; Cash Balances		47
Section 6.6	Investment Values and Decisions; Exercise of Investment Discretion		48
Section 6.7	Diversification of Eaton Common Shares		49

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ARTICLE VII.	CREDITS AND ACCOUNTS	49
Section 7.1	Credits	49
Section 7.2	Accounts	50

ARTICLE VIII.	VESTING	50

ARTICLE IX.	LOANS TO MEMBERS	50
Section 9.1	Loan Program	50
Section 9.2	Certain Conditions	51
Section 9.3	Certain Standards and Requirements	52
Section 9.4	Default and Collection	53
Section 9.5	Deceased Member	54

ARTICLE X.	WITHDRAWALS DURING EMPLOYMENT	54
Section 10.1	Withdrawals	54
Section 10.2	Hardship Withdrawals	56
Section 10.3	Time and Form of Withdrawal Distributions	59
Section 10.4	Other Withdrawals	59
Section 10.5	HEART Act Reservist Withdrawals	60

ARTICLE XI.	SETTLEMENT AFTER TERMINATION OF EMPLOYMENT	60
Section 11.1	In General	60
Section 11.2	Retirement or Disability	61
Section 11.3	Death	62
Section 11.4	Other Termination	63
Section 11.5	Value and Timing of Distributions	64
Section 11.6	Minimum Distribution Requirements	66
Section 11.7	Rollovers to Other Plans or IRAs	73
Section 11.8	Unclaimed Accounts	75
Section 11.9	Notice Regarding Forms of Payment	76
Section 11.10	Default to Discontinue 2009 RMDs	77

ARTICLE XII.	COMMITTEES; FIDUCIARY RESPONSIBILITY	77
Section 12.1	Committee	77
Section 12.2	Fiduciary Responsibility	78
Section 12.3	Committee Power and Rules	79
Section 12.4	Reliance	80
Section 12.5	Indemnification	80

ARTICLE XIII.	TRUST AGREEMENT	81

ARTICLE XIV.	PARTICIPATING COMPANIES	81
Section 14.1	Participation of a Company	81
Section 14.2	Withdrawal of a Company	82
Section 14.3	Segregation of a Division	82
Section 14.4	Authorization	83

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ARTICLE XV.	ESOP PROVISIONS	84
Section 15.1	ESOP Feature	84
Section 15.2	Borrowing to Purchase Eaton Shares	84
Section 15.3	Release of Shares from Suspense Accounts	86
Section 15.4	Members Right to Diversify	91
Section 15.5	Dividend Distributions	93
Section 15.6	Voting Rights	94
Section 15.7	Tenders and Exchanges	94
Section 15.8	Distribution of Company Contributions	94
Section 15.9	Rights to Put Eaton Shares	95
Section 15.10	Restrictions on Transfer of Eaton Shares	98
Section 15.11	Appraisal Requirement If Employer Securities Not Readily Tradable	98

ARTICLE XVI.	ADMINISTRATIVE COSTS	99

ARTICLE XVII.	NON-ALIENATION OF BENEFITS	99

ARTICLE XVIII.	NOTICES	99

ARTICLE XIX.	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN	100
Section 19.1	Reservation of Right to Amend	100
Section 19.2	Retroactivity	100
Section 19.3	Termination	101
Section 19.4	Provision Against Diversion; Exclusive Benefit	102

ARTICLE XX.	PLAN MERGERS AND CONSOLIDATIONS; TERMS	102
Section 20.1	Merger or Consolidation	102
Section 20.2	Terms	103
Section 20.3	Transfer From Stanley Aviation Corporation 401K Plan and Trust	103
Section 20.4	Merger of EMC Engineers, Inc. 401(k) Plan	105

ARTICLE XXI.	MISCELLANEOUS	108
Section 21.1	Incapacity	108
Section 21.2	Limitation of Rights	108
Section 21.3	No Right to Employment	108
Section 21.4	Rights Relating to the Trust	109
Section 21.5	Limitation on Participation by Persons in Foreign Countries	109
Section 21.6	Uniformed Services	109
Section 21.7	Profit-Sharing Plan Feature	110
Section 21.8	Miscellaneous Investment Proceeds	110
Section 21.9	Election of Former Vesting Schedule	110

ARTICLE XXII.	TRANSFER OF FUNDS; ROLLOVERS	111
Section 22.1	Transfer from Other Qualified Plans	111

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Section 22.2	Transfer to Other Qualified Plans	112
Section 22.3	Rollover Contributions	112

ARTICLE XXIII.	SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT	115
Section 23.1	Definitions	115
Section 23.2	Deductible Employee Contributions	115
Section 23.3	Irrevocable Election of Deductible Contributions	116
Section 23.4	Valuation of Voluntary Deductible Account; Records	117
Section 23.5	Investment of Voluntary Deductible Accounts	117
Section 23.6	Withdrawals from Voluntary Deductible Account	117
Section 23.7	Administrative Costs	119

ARTICLE XXIV.	TOP-HEAVY PLAN REQUIREMENTS	119
Section 24.1	Definitions	119
Section 24.2	Determination of Top-Heavy Status	122
Section 24.3	Top-Heavy Plan Requirements	123
Section 24.4	Minimum Vesting Requirement	123
Section 24.5	Minimum Contribution Requirement	123
Section 24.6	Coordination With Other Plans	125
Section 24.7	Actuarial Assumptions	126
Section 24.8	Construction	126

ARTICLE XXV.	EFFECTIVE DATES	126
Section 25.1	General	126
Section 25.2	Legal Compliance Effective Date Provisions	127

-v-

EATON SAVINGS PLAN

2010 Restatement

ARTICLE I. ESTABLISHMENT OF THE PLAN

Section 1.1 Establishment of Plan and Effective Date — Eaton Corporation established the Eaton Corporation Share Purchase and Investment Plan (the “Plan”) effective as of July 1, 1974 as to Eaton, and which became or will become effective as to any Company as of the date that the Plan has been or may be extended to it. The Plan was amended and restated effective July 1, 1982, July 1, 1984, July 1, 1985, January 1, 1986 and July 1, 1988. The Plan was amended and restated twice more with both such amendments effective July 5, 1989; the first such amendment and restatement was executed on July 7, 1989 and the second such amendment and restatement was executed on July 20, 1989. The Plan also was amended and restated as of September 1, 1989 (effective retroactively to December 30, 1988), January 1, 1991, August 1, 1992 and July 1, 1993 (effective September 1, 1993). The Plan was amended (effective May 1, 1997) to change the definition of “Compensation” and (effective April 1, 1997) to eliminate the requirements that Plan loans be in multiples of $100 and that spousal consent be obtained in all cases and to change the rollover rules. The Plan was amended to exclude from the calculation of earnings per share used to determine Company Matching Contributions any charges to earnings for the write-off of in-process research and development associated with acquisitions (effective beginning with the calendar quarter ended September 30, 1997), to provide that the authority of the Company or the Board to approve or adopt any amendment to the Plan may be delegated to the Committee, except with respect to any termination of the Plan or any

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amendment which would result in a clear, direct and significant increase in benefits available under the Plan to officers of the Company (effective October 22, 1997) and (effective January 1, 1998) to change the definition of highly compensated employees and eliminate the requirements that Rollover Contributions must be requested within six (6) months of employment commencement and made within one (1) year of employment commencement. The Plan was restated effective May 1, 1998, primarily to increase the Member contribution rate, permit reallocations once each day, expand amounts available for loans and change loan repayment procedures, extend the six (6) month suspension to include bonus Matching Contributions and eliminate the six (6) month suspension of further withdrawals, change the hierarchy for withdrawals, add an automatic cash out provision, eliminate restrictions on Rollover Contributions and change distribution dates in certain circumstances. On November 17, 2000, the Plan was amended in connection with a corporate transaction involving Axcelis Technologies, Inc. Effective as of December 30, 2001, the Plan was amended to change the plan year to the calendar year. The Plan was amended and restated effective January 1, 2002, to change the name of the Plan to the “Eaton Savings Plan,” to increase the permitted level of Deferred Compensation Contributions, to change the Company Matching Contribution structure to an “ADP/ACP safe harbor” design, to eliminate bonus Matching Contributions and Company Supplemental Contributions, to eliminate the requirement that certain contributions be made from profits of the Company, to provide for additional investment options, to provide for distribution of dividends on Eaton Shares in certain circumstances, to allow Members additional diversification elections with respect to the Eaton Common Shares Fund, to make

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various changes to the Plan in connection with changes to the Internal Revenue Code, and to make various other administrative and conforming changes. The Plan was further amended effective January 1, 2003, to modify the rollover provisions and to eliminate the stipulation that Regular Contributions may be changed not less frequently than monthly, and further effective May 1, 2003, to permit Catch-Up Contributions and to add an Addendum reflecting minimum distribution requirements. Effective March 28, 2005, the Plan was amended to reflect automatic rollover requirements for certain mandatory distributions. Further amendments were made effective January 1, 2006, to clarify the definition of Compensation and add an Addendum to comply with final regulations issued under Code Sections 401(k) and 401(m). A further amendment provided, effective October 1, 2007, a procedure for dealing with miscellaneous investment proceeds. Provisions were added in 2008 detailing a transfer of assets and liabilities involving the Stanley Aviation Corporation 401(k) Plan and Trust, modifying withdrawal provisions to remove the suspension requirements relating to the withdrawal of certain matched Regular Contributions, and reflecting final regulations under Code Section 415. Effective April 1, 2009, Company Matching Contributions were suspended and modifications were made to reflect the ADP and ACP testing methods for the 2009 Plan Year. In 2009 amendments were adopted to comply with the provisions of the Heroes Earnings Assistance and Relief Tax Act of 2008, to reflect provisions of the Pension Protection Act of 2006, including with respect to rollovers, and to provide for discontinuance of required minimum distributions for 2009. Finally, the Plan was amended effective July 1, 2010, to reinstate Matching Contributions. Effective, except as otherwise provided herein, as of January 1, 2010, the Plan is hereby amended and

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restated to consolidate all prior amendments, reflect the reinstatement of certain Matching Contributions effective July 1, 2010, make various changes to the Plan in connection with changes in law, and make various other administrative and conforming changes.

Section 1.2 Purposes of the Plan — The purposes of the Plan are to encourage eligible employees to make systematic savings through a qualified cash or deferred arrangement and through payroll deductions, to provide additional security at retirement and to acquire a proprietary interest in Eaton. Effective July 5, 1989 the portion of the Plan attributable to Company Contributions was designed to be invested primarily in Eaton Shares and constitute an employee stock ownership plan within the meaning of Code Section 4975(e)(7). Effective January 1, 2002, the portion of the Plan that is designed to constitute an employee stock ownership plan within the meaning of Code Section 4975(e)(7) is as provided in Article XV, and the portion of the Plan that is not an employee stock ownership plan is a profit sharing plan as provided in Section 21.7.

ARTICLE II. DEFINITIONS AND CONSTRUCTION

Section 2.1 Definitions — The following terms shall have the meanings stated below unless a different meaning is plainly required by the context.

(i) “Accounts”: The aggregate interest of a Member under the Plan.

(ii) “Acquisition Loan”: Each loan, assumption of an obligation or obligation obtained by the Trustee for the purpose of acquiring Eaton Shares from (A) a “disqualified person” within the meaning of Code Section 4975 or a “party in interest” within the meaning of ERISA Section 3(14) or (B) any other person if the

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obligation payable to such other person is guaranteed by such a “disqualified person” or a “party in interest” or to repay a prior Acquisition Loan. All Acquisition Loans must be for a definite period of time.

(iii) “Beneficiary”: The surviving spouse of a Member or, if there is no surviving spouse or the surviving spouse consents in the manner required in the following sentence, person or persons designated by a Member by writing filed with the Committee prior to the Member’s death, or if there is no such designation or if such designated person or persons are not living at the time of distribution, the Member’s estate. The consent of the surviving spouse required by the preceding sentence shall be in writing, shall acknowledge the effect of such consent, shall be witnessed by a Plan representative or a notary public, and shall be effective only with respect to such spouse. A Member’s surviving spouse will be deemed to have given written consent to the Member’s designation of Beneficiary if the Member establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.

(iv) “Board”: The Board of Directors of Eaton.

(v) “Code”: The Internal Revenue Code of 1986, as amended from time to time.

(vi) “Committee”: The Pension Administration Committee of Eaton.

(vii) “Company”: Eaton, any company which is a Controlled Group Member, or any one or more of them, as the context indicates, to which Eaton has extended coverage under the Plan.

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(viii) “Company Contribution”: Contributions by the Company required or provided for under Section 5.3 which may be “Company ESOP Contributions” or “Company Matching Contributions.”

(ix) “Company Contribution Account”: The Member’s share of Company Contributions to the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

(x) “Compensation”: Compensation shall mean base pay, including pay under any system which measures earnings by quantity and quality of production, variable pay, performance bonuses offered on a uniform basis and incentive payments (but excluding bonuses paid under the Senior Executive Incentive Compensation Plan, the Executive Incentive Compensation Plan, the Executive Strategic Incentive Compensation Plan, and any successors or similar such plans), shift premium and overtime pay, but excluding severance pay, short term disability benefits that are less than 100% of base pay, pay in lieu of vacation, cost of living allowance, retainers, fees, nonrecurring bonuses such as integration and game changer bonuses, and any other special remuneration. For purposes of this definition of “Compensation,” effective for Plan Years beginning on and after July 1, 2007, if a Member has a severance from employment (as defined in Treasury Regulation §1.401(k)-1(d)(2)) with the Company and all Controlled Group Members, Compensation shall not include amounts received by the Member following such severance from employment except amounts that would otherwise have been paid to the Member in the course of his employment and are regular compensation for services during the Member’s regular working

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hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the Limitation Year in which the Member’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance from employment. Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Member would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Compensation if his employment had continued, and (3) such amounts are paid before the later of (a) the close of the Plan Year in which the Member’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance from employment.

Unless otherwise indicated herein, in the case of a Member who has elected to have Deferred Compensation Contributions made for him, his Compensation shall be calculated prior to any reduction pursuant to a Deferred Compensation Agreement and shall include any Deferred Compensation Contributions that are made for him. The annual Compensation of each Member taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $200,000, as adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning in such calendar year. If a determination period consists of fewer than

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12 months, the annual compensation limit is an amount equal to the otherwise applicable annual compensation limit multiplied by a fraction, the numerator of which is the number of months in the short determination period, and the denominator of which is 12.

Notwithstanding any other provision of the Plan to the contrary, if a Member is absent from employment as an Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his Compensation will include any differential pay, as defined hereunder, he receives or is entitled to receive from the Company. For purposes hereof, “differential pay” means any payment made to the Member by the Company after December 31, 2008, with respect to a period during which the Member is performing service in the uniformed services while on active duty for a period of more than 30 days that represents all or a portion of the wages the Member would have received if he had continued employment with the Company as an Employee.

(xi) “Controlled Group” and “Controlled Group Member” shall be construed in light of Code Section 414(b) and 414(c), as modified by Code Section 415(h).

(xii) “Deferred Compensation Agreement”: A qualified cash or deferred arrangement pursuant to which an Employee agrees to reduce, or to forego an increase in, his Compensation and the Company agrees to contribute the amount of the reduction or the amount foregone to the Plan as a Deferred Compensation Contribution.

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(xiii) “Deferred Compensation Contribution”: The amount which the Company is required to contribute pursuant to a Deferred Compensation Agreement. Deferred Compensation Contributions may be referred to herein, where appropriate, as Matched Deferred Compensation Contributions or Unmatched Deferred Compensation Contributions.

(xiv) “Deferred Compensation Account”: Deferred Compensation Contributions to the Plan on behalf of a Member and the income, losses, appreciation and depreciation attributable to such contributions.

(xv) “Disabled”: A person shall be deemed to be Disabled if the Committee shall find that he is unable to engage in his occupation with the Company because of a medically determinable physical or mental injury or impairment on the day after his eligibility to receive monthly accident and sickness insurance benefits from the Company has expired.

(xvi) “Eaton”: Eaton Corporation.

(xvii) “Eaton Shares”: Common Shares of Eaton.

(xviii) “Employee”: (A) Any person, including an officer, who is in the regular service of a Company in a class or group to which the Committee has extended eligibility for membership in the Plan, other than (B) a temporary employee who is hired for a specific, limited period of time or for the performance of a specific, limited assignment, and other than (C) any person whose employment is covered by a collective bargaining agreement the terms of which do not specify coverage hereunder.

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(xix) “ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time.

(xx) “ESOP Allocation Period”: Each payroll period for which an allocation of Eaton Shares released from a Suspense Account under Section 15.3 is made to Members’ Accounts.

(xxi) “ESOP Feature”: The portion of the Plan that constitutes an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, as provided in Article XV.

(xxii) “Fiduciary”: Any person, including a Named Fiduciary, defined as such in ERISA.

(xxiii) “Hardship Withdrawal”: A withdrawal in accordance with the provisions of Sections 10.1 and 10.2.

(xxiv) “Highly Compensated Employee”: Any Employee who was a 5-percent (5%) owner at any time during Plan Year or the preceding Plan Year, or during the preceding Plan Year received compensation from the Employer in excess of $80,000 (subject to adjustment annually as provided in Section 414(q) of the Code). An Employee shall be treated as a 5-percent owner for any Plan Year if at any time during such year such Employee was a 5-percent owner (as defined in Code Section 416(i)(1)) of the Employer. This Section 2.1 (xxiv) shall be construed in accordance with the provisions of Code Section 414(q) and any regulations issued by the Secretary of the Treasury thereunder.

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(xxv) “Hour of Service”: An hour for which an Employee is paid, or entitled to payment, by one or more members of the Controlled Group for the performance of duties as an Employee.

(xxvi) “Investment Adviser”: An investment manager, as defined in ERISA.

(xxvii) “Investment Committee”: The Pension Investment Committee of Eaton.

(xxviii) “Matched Deferred Compensation Contributions”: The portion of Deferred Compensation Contributions which is eligible to share in Company Contributions if any are made.

(xxix) “Matched Regular Contributions”: The portion of Regular Contributions which is eligible to share in Company Contributions if any are made.

(xxx) “Member”: An Employee who participates in the Plan in accordance with the provisions of Article IV hereof or who otherwise has an Account or Accounts pursuant to other provisions of the Plan.

(xxxi) “Named Fiduciary”: Any person designated as such in Section 12.2.

(xxxii) “Plan Administrator”: The Committee shall be the Plan Administrator as defined in ERISA and the Code, and may delegate all or any part of its powers, duties and authorities in such capacity (without ceasing to be Plan Administrator) as hereinafter provided.

(xxxiii) “Plan Year”: The 12-month period beginning on January 1 and ending on the following December 31.

(xxxiv) “Regular Account”: The Member’s Regular Contributions to the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

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(xxxv) “Regular Contributions”: A Member’s contributions to the Plan. Regular Contributions may be referred to herein, where appropriate, as Matched Regular Contributions or Unmatched Regular Contributions.

(xxxvi) “Retirement”: Termination of a Member’s employment with the Company after having attained the age and service required for an early or normal retirement pension under any defined benefit plan established or maintained by the Company he is employed by at the time of such termination, whether or not the Member is eligible for participation in such defined benefit plan, or, if such Company has not established, or is not maintaining, any defined benefit plan at the time of such termination, termination of his employment with such Company after having attained age 55 and after the tenth anniversary of the date the Employee first completed an Hour of Service.

(xxxvii) “Suspense Account”: The account maintained by the Committee for Eaton Shares acquired by the Trustee with the proceeds of an Acquisition Loan and which have not been allocated to the Accounts of Members.

(xxxviii) “Trust”: The Trust with respect to the Plan created by the “Trust Agreement” as defined in Article XIII.

(xxxix) “Trust Fund”: The entire trust estate with respect to the Plan held by the Trustee under the provisions of the Trust Agreement, without distinction as to principal or income, and which shall be comprised of the “Funds” as defined in Article VI.

(xl) “Trustee”: The trustee or trustees under the Trust Agreement.

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(xli) “Unmatched Deferred Compensation Contributions”: The portion of Deferred Compensation Contributions which is not eligible to share in Company Contributions.

(xlii) “Unmatched Regular Contributions”: The portion of Regular Contributions which is not eligible to share in Company Contributions.

(xliii) “Valuation Date”: Each business day, unless it shall be impracticable, in the sole judgment of the Trustee, to obtain a valuation on any business day in which event it shall be the next business day for which such a valuation may be obtained.

(xliv) “Value”: The Value of any Eaton Shares required to be valued herein shall be determined in the same manner as provided in the Trust Agreement for valuing Eaton Shares for purposes of determining the value of the Eaton Common Shares Fund.

Section 2.2 Gender and Number — Except when otherwise indicated by the context, any masculine terminology shall also include the feminine, and the definition of any term in the singular shall also include the plural.

Section 2.3 Headings — Headings of Articles, Sections and Subsections are inserted for convenience of reference and are not to be regarded as part of the Plan or as controlling the meaning.

Section 2.4 Plan Provisions Controlling — In the event the terms or provisions of any summary or description of the Plan or of any agreement with any Investment Adviser or other person or entity or any other instrument are in conflict with the provisions of the Plan, the provisions of the Plan shall be controlling.

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Section 2.5 Severability — In the event any provision of the Plan shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and such remaining provisions shall be fully severable and the Plan shall to the extent practicable be construed and enforced as if the illegal or invalid provision had never been inserted therein.

Section 2.6 Code and ERISA Compliance; Applicable Law — The construction, validity and administration of the Plan shall be governed by the laws of the United States and, to the extent not preempted by such laws, by the laws of the State of Ohio.

ARTICLE III. ELIGIBILITY

An Employee shall be eligible to become a Member in the Plan on any date established in accordance with the administrative procedures adopted by the Committee which follows the date the Employee first completes an Hour of Service. If the service of an eligible Employee within a class or group eligible for Plan participation has been terminated, and the Employee is then reemployed by a Company within such a class or group, he shall again be an eligible Employee.

ARTICLE IV. PARTICIPATION

An Employee eligible for membership under Article III may become a Member in the Plan beginning on or after the date the employee becomes eligible to participate either

(a) by authorizing the Company to make payroll deductions for his Regular Contributions to the Trust, and by directing the investment thereof, as

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hereinafter provided, such authorization and direction to continue in effect until suspended, withdrawn or modified, as hereinafter provided, until termination of employment or until termination of the Plan; or

(b) by entering into a Deferred Compensation Agreement pursuant to which the Company will make Deferred Compensation Contributions to the Trust, and by directing the investment thereof, as hereinafter provided, such Deferred Compensation Agreement to continue in effect until suspended, withdrawn or modified, as hereinafter provided, until termination of employment or until termination of the Plan.

ARTICLE V. CONTRIBUTIONS

Section 5.1 Member Regular Contributions; Deferred Compensation Contributions; and “Catch-Up Contributions”

(a) Regular Contributions. Subject to the limitation under Section 5.2 hereof, by notice to the Company a Member may make Regular Contributions equal to a whole percentage between 1 % and 30%, inclusive, of his Compensation for each pay period after his participation commences. Regular Contributions shall be contributions to the portion of the Plan that is not the ESOP feature. All such contributions shall be made by regular payroll deductions authorized by the Member. A Member may change his Regular Contributions by submitting a new authorization, at such time(s), in such form, and in such manner as the Company shall prescribe, to the Company or its designees. Such revised authorization shall be effective as soon as practicable, as determined by the Company, after such revised authorization has been properly submitted. A simultaneous revision of a Member’s Regular Contribution authorization and his Deferred Compensation Agreement (if any) pursuant to Section 5.1(b) shall

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constitute a single revision. As soon after the date a Member’s Regular Contributions can reasonably be segregated from employer general assets (and in no event later than the 15th business day of the month following the month in which the amounts are received by the employer) such Regular Contributions shall be forwarded to the Trustee, invested in the manner specified by the Member and allocated and credited to such Member’s Regular Account.

(b) Deferred Compensation Contributions. Subject to the limitation under Section 5.2 hereof, pursuant to a Deferred Compensation Agreement a Member may agree to have the Company make Deferred Compensation Contributions on his behalf, equal to a whole percentage between 1% and 30%, inclusive, of the Member’s Compensation for each pay period after his participation commences. Deferred Compensation Contributions shall be contributions to the portion of the Plan that is not the ESOP Feature. A Member may change the amount of Deferred Compensation Contributions made on his behalf by submitting a new authorization, at such time(s), in such form, and in such manner as the Company shall prescribe, to the Company or its designees. Such revised authorization shall be effective as soon as practicable, as determined by the Company, after such revised authorization has been properly submitted. A simultaneous revision of a Member’s Deferred Compensation Agreement and his Regular Contribution authorization, if any, pursuant to Section 5.1(a) shall constitute a single revision. As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be segregated from employer general assets (and in no event later than the 15th business day of the month following the month in which the amounts would otherwise have been payable to the Member in cash), a Member’s

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Deferred Compensation Contributions shall be forwarded to the Trustee, invested in the manner specified by the Member and allocated and credited to such Member’s Deferred Compensation Account. In no event shall the Company deliver Deferred Compensation Contributions to the Trustee on behalf of a Member prior to the date the Employee performs the services with respect to which the Deferred Compensation Contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

(c) Suspension of Contributions. At any time, a Member may suspend all of his contributions to the Plan, including his Regular Contributions (if any) and his Deferred Compensation Contributions (if any), by submitting a notice of suspension in such form and in such manner as the Company shall prescribe to the Company or its designees. Such notice of suspension shall be effective as soon as practicable, as determined by the Company, after such notice of suspension has been properly submitted. A Member who has so suspended his Contributions may elect to have such Contributions resumed with or without change by submitting a new authorization in such form and in such manner as the Company shall prescribe to the Company or its designees. Such new authorization shall be effective as soon as practicable, as determined by the Company, after such new authorization has been properly submitted. A Member who is on an approved leave of absence shall not be deemed to have caused his Deferred Compensation Contributions to have been suspended.

(d) Employees who are eligible to make Deferred Compensation Contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make “catch-up contributions” in accordance with, and subject

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to the limitations of, Code Section 414(v). Such “catch-up contributions” shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415 or the limitations of Section 5.1(b). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of such “catch-up contributions.”

Section 5.2 Limitation on Regular and Deferred Compensation Contributions — The sum of a Member’s Regular Contributions and Deferred Compensation Contributions made on his behalf pursuant to Section 5.1 shall not be less than 1 % or more than 30% of his Compensation. For purposes of applying the percentage limitations of this Section 5.2, or any other contribution limitations deemed necessary in the administration of the Plan, the Committee may require that limitations be applied, but in any such case will require that such limitations be imposed on a uniform basis, including without limitation, by pay period (subject in each case to the provisions of Section 5.9).

Section 5.3 Company Contributions

(a) For each ESOP Allocation Period during which there are Eaton Shares in a Suspense Account, the Company may make Company ESOP Contributions in such amounts or under such a formula and at such times as the Company may determine. Company ESOP Contributions shall be contributions to the portion of the Plan that is the ESOP Feature.

(b) With respect to each full payroll period beginning on or after July 1, 2010, for each $1.00 of Member Regular Contributions made by a Member for such

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payroll period, and for each $1.00 of Deferred Compensation Contributions made on behalf of a Member for such payroll period, such Member, shall receive, as a Company Matching Contribution (if any), an amount equal to (1) 100% of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that do not exceed 3% of such Member’s Compensation for such payroll period, and (2) 50% of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that exceed 3% of such Member’s Compensation for such payroll period and that do not exceed 5% of such Member’s Compensation for such payroll period. With respect to each such Member, Company Matching Contributions shall first match Matched Deferred Compensation Contributions (to the extent thereof) for such payroll period and then, to the extent any additional Company Matching Contribution is required for such payroll period, Company Matching Contributions shall match Matched Regular Contributions for such payroll period. Company Matching Contributions described in this Section 5.3(b) on behalf of a Member shall consist of: (1) the Eaton Shares allocated and credited to such Member’s Account under Section 15.3(g) with respect to ESOP Allocation Periods valued at fair market value at the time credited to the Company Contribution Account of such Member; and (2) the balance thereof (if any), which shall be contributed to the Plan by the Company. Company Matching Contributions described in clause (2) of the immediately preceding sentence shall be contributions to the portion of the Plan that is not the ESOP Feature.

(c) The aggregate of Company Contributions for any taxable year shall not exceed the amount allowable under the Code to the Company as a deduction for contributions paid to the Plan. All Company Contributions shall be transferred to the

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Trustee as soon as is practicable. Notwithstanding the immediately preceding sentence, Company Contributions under Section 5.3(b) shall be transferred to the Trustee no later than the last day of the Plan Year quarter that immediately follows the Plan Year quarter with respect to which such contributions were made. In no event shall the Company deliver Company Matching Contributions to the Trustee on behalf of a Member prior to the date the Employee performs the services with respect to which the matching contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

(d) All or any portion of a Company Contribution, other than cash Company ESOP Contributions used to pay any current obligations under an Acquisition Loan, may, in Eaton’s discretion, be delivered to the Trustee in the form of Eaton treasury Shares or authorized but previously unissued Eaton Shares, of Value on the date of delivery equal to the cash amount of the Company Contribution. Notwithstanding the immediately preceding sentence, any Eaton Shares delivered to the Trustee in respect of a Company Matching Contribution under Section 5.3(b) shall be valued at fair market value at the time of delivery to the Trustee equal to the cash amount of the Company Contribution under Section 5.3(b) with respect to which the delivery to the Trustee of Eaton Shares is made.

Section 5.4 Allocation of Company Contributions

(a) Company Matching Contributions shall be allocated and credited by the Trustee to the Accounts of each Member who, for the period for which such Company Matching Contributions are made, made Member Regular Contributions

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and/or Deferred Compensation Contributions, with each Member receiving a portion of Company Matching Contributions equal to the amount calculated for such Member under Section 5.3(b).

(b) Company ESOP Contributions shall be allocated and credited as provided in Section 15.3.

Section 5.5 Maximum Additions

(a) Provisions Required by Code Section 415(c).

(1) Notwithstanding any other provision of the Plan, the maximum Annual Addition to a Member’s Accounts (and to any account for him under any other defined contribution plan, whether or not terminated, maintained by any Controlled Group Member) for any Limitation Year (as such term is hereinafter defined) shall in no event exceed the lesser of (A) $40,000 (as this limit may be adjusted pursuant to Code Section 415(d)) or (B) 100% of the Member’s Compensation for the Limitation Year. Notwithstanding the foregoing, if no more than one third of the Company ESOP Contributions to the Plan made for a Limitation Year are allocated to the Accounts of Members who are Highly Compensated Employees, the dollar limitation in clause (A) of this paragraph (1) for such Limitation Year will be the sum of (i) such dollar limitation and (ii) the lesser of an amount equal to such dollar limitation or the fair market value of Eaton Shares allocated to the Account of the Member under Section 15.3.

(2) For purposes of this Section 5.5, a Member’s Compensation shall mean compensation within the meaning of Code Section 415(c)(3) and the Treasury Regulations thereunder. Notwithstanding any other provision of the

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Plan to the contrary, effective for Plan Years beginning on and after July 1, 2007, if a Member has a severance from employment (as defined in Treasury Regulation §1.401 (k)-1 (d)(2)) with the Company and all Controlled Group Members, Compensation shall not include amounts received by the Member following such severance from employment except amounts that would otherwise have been paid to the Member in the course of his employment and are regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the Limitation Year in which the Member’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance from employment. Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Member would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Compensation if his employment had continued, and (3) such amounts are paid before the later of (a) the close of the “limitation year” in which the Member’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance from employment. If a Member is absent from employment as an Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his

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Compensation will include any differential pay, as defined in Section 1.1 (x), he receives or is entitled to receive from the Company.

(3) For the purposes of this Section 5.5, the term “Annual Addition” means Annual Addition as defined in Code Section 415(c)(3) and the regulations thereunder, for any Limitation Year (which shall be the calendar year).

(4) If a Member is covered by any other qualified defined contribution plan (whether or not terminated) maintained by the Company or a Controlled Group Member concurrently with the Plan, and if the Annual Addition to be made under the Plan for the Limitation Year when combined with the annual addition to be made under such other qualified defined contribution plan(s) would otherwise exceed the amount that may be applied for the Member’s benefit under the limitation contained in this Section 5.5, the annual addition to be made to such other plan(s) shall be reduced, to the extent necessary so that the limitation in this Section 5.5 is satisfied.

(5) If the Annual Addition to the Account of a Member in any Limitation Year beginning on or after July 1, 2007, nevertheless exceeds the amount that may be applied for his benefit under the limitations described in Section 5.5(a)(1), correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

(b) Other Code Section 415 Provisions.

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For purposes of applying the limitations set forth in Section 5.5(a), all qualified defined contribution plans (whether or not terminated) ever maintained by the Controlled Group shall be treated as one defined contribution plan.

Section 5.6 Excess Deferrals

(a) Notwithstanding the foregoing provisions of this Article V, a Member’s Deferred Compensation Contributions for any taxable year of such Member shall not exceed the dollar limitation contained in Code Section 402(g) as in effect for such taxable year. A Member’s Deferred Compensation Contributions for purposes of this Section 5.6(a) shall include (1) any employer contribution made under any qualified cash or deferred arrangement as defined in Code Section 401(k) to the extent not includable in gross income for the taxable year under Code Section 402(a)(8) (determined without regard to Code Section 402(g)) under any plan maintained by the Controlled Group, (2) any employer contribution to the extent not includable in gross income for the taxable year under Code Section 402(h)(1)(B) (determined without regard to Code Section 402(g)) under any plan maintained by the Controlled Group, and (3) any employer contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement within the meaning of Code Section 3121(a)(5)(D) under any plan maintained by the Controlled Group.

(b) In the event that a Member’s Deferred Compensation Contributions exceed the dollar limitation contained in Code Section 402(g) as in effect for a Member’s taxable year (hereinafter called the “excess deferrals”), such excess deferrals (and any income allocable thereto) shall be distributed to the Member by April 1 following the close of the taxable year in which such excess deferrals occurred if (and only if), by

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March 1 following the close of such taxable year the Member (1) allocates the amount of such excess deferrals among the plans under which the excess deferrals were made and (2) notifies the Committee of the portion allocated to this Plan. A Member’s Deferred Compensation Contributions for purposes of this Section 5.6(b) shall include (1) any employer contribution made under any qualified cash or deferred arrangement as defined in Code Section 401(k) to the extent not includable in gross income for the taxable year under Code Section 402(a)(8) (determined without regard to Code Section 402(g)), (2) any employer contribution to the extent not includable in gross income for the taxable year under Code Section 402(h)(1 )(B) (determined without regard to Code Section 402(g)), and (3) any employer contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement within the meaning of Code Section 3121(a)(5)(D). In the event that a Member allocates a portion of his excess deferrals to his Deferred Compensation Contributions made to this Plan, Company Contributions, if any, made with respect to such Deferred Compensation Contributions (and any income applicable thereto) shall be applied to reduce future Company Contributions.

Section 5.7 Excess Deferred Compensation Contributions

(a) Notwithstanding the foregoing provisions of this Article V,

(1) the actual deferral percentage (as defined in Section 5.7(b)) for the group of eligible Highly Compensated Employees for a Plan Year shall not exceed the actual deferral percentage for all other eligible Employees for such Plan Year multiplied by 1.25, or

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(2) the excess of the actual deferral percentage for the group of eligible Highly Compensated Employees for such Plan Year over the actual deferral percentage for all other eligible Employees for such Plan Year shall not exceed two (2) percentage points, and the actual deferral percentage for the group of eligible Highly Compensated Employees for such Plan Year shall not exceed the actual deferral percentage for all other eligible Employees for such Plan Year multiplied by two (2).

In determining the actual deferral percentage for any eligible Employee who is a Highly Compensated Employee for the Plan Year, elective contributions, qualified nonelective contributions, and qualified matching contributions (to the extent that qualified nonelective contributions and qualified matching contributions are taken into account in determining actual deferral percentages) made to his accounts under any plan of the Company or a Controlled Group Member that is not mandatorily disaggregated pursuant to Treasury Regulation §1.410(b)-7(c), as modified by §1.401(k)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in §1.401(k)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in §1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of the Company or a Controlled Group Member are aggregated with the Plan for purposes of satisfying the requirements of Code Section

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401(a)(4) or 410(b), then actual deferral percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation §1.401(k)-1(b)(4)(v), the Company may elect to calculate deferral percentages aggregating ESOP and non-ESOP plans. In addition, the Company may elect to calculate deferral percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401 (k).

(b) For the purposes of this Section 5.7, the actual deferral percentage for a specified group of eligible Employees for a Plan Year shall be the average of the ratios (calculated separately for each eligible Employee in such group) of (1) the amount of Deferred Compensation Contributions actually paid to the Trust for each such eligible Employee for such Plan Year and allocated to his Accounts no later than the last day of such Plan Year (including any “excess deferrals” described in Section 5.6) to (2) the eligible Employee’s compensation for such Plan Year (such ratio for an eligible Employee being referred to as an “ADR”). For purposes of this Section 5.7(b), the term “compensation” shall mean compensation as that term is defined in Code Section 414(s).

(c) For the purposes of this Article V, the term “eligible” Employee or “eligible” Highly Compensated Employee means an Employee eligible to become a Member under the provisions of Article III; and the term Highly Compensated Employee

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shall include any former Employee who had a separation year (as hereinafter defined) prior to the Plan Year within which any determination under this Article V is being made (a “determination year”) and who was a Highly Compensated Employee for either (1) such Employee’s separation year or (2) any determination year ending on or after the Employee’s 55th birthday. The term “separation year” shall mean the determination year during which an Employee separates from service with a Company as determined in accordance with the regulations issued under Code Section 414(q).

(d) In the event that excess contributions (as such term is hereinafter defined) are made to the Trust for any Plan Year, then, within 2-1/2 months following the close of such Plan Year, (1) such excess contributions (and any earnings and Employer Contributions allocable with respect to the excess contributions for such Plan Year) shall be distributed to the eligible Highly Compensated Employees on the basis of the respective portions of the excess contributions attributable to each such Employee, or (2) such excess contributions, if elected by an eligible Highly Compensated Employee and if and to the extent provided in applicable regulations, shall be treated as Regular Contributions. For the purposes of this Section 5.7(d), the term “excess contributions” shall mean, for any Plan Year, the excess of (A) the aggregate amount of Deferred Compensation Contributions actually paid to the Trust on behalf of eligible Highly Compensated Employees for such Plan Year (determined after first determining the excess contributions which are to be treated as Regular Contributions) over (B) the maximum amount of such Deferred Compensation Contributions permitted for such Plan Year under Section 5.6(b), determined under the leveling method by reducing Deferred Compensation Contributions made on behalf of eligible Highly Compensated

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Employees in order of the ADRs (as defined in Section 5.7(b)) beginning with the highest of such percentages. The total excess contributions shall then be allocated among Highly Compensated Employees by reducing Deferred Compensation Contributions made on behalf of each Highly Compensated Employee on the basis of the amount of Deferred Compensation Contributions made on behalf of each Highly Compensated Employee, beginning with the highest such amount.

(e) Company Contributions made with respect to a Member’s excess contributions (and any income applicable thereto) shall be applied to reduce future Company Contributions.

(f) Notwithstanding the foregoing provisions of this Section 5.7, if, for any Plan Year beginning on or after January 1, 2011, Compensation satisfies a definition of compensation as required by the safe harbor alternative method of satisfying the actual deferral percentage test (“ADP test”) as provided in Code Section 401(k)(12) (the “ADP Safe-Harbor”) for a Plan Year and the other requirements for the ADP Safe-Harbor as set forth in the Plan are met, then the Plan complies with the ADP Safe-Harbor and the requirements of the foregoing provisions of this Section 5.7 shall be treated as being met with respect to Deferred Compensation Contributions for that Plan Year. For purposes of the immediately preceding sentence, the Company Matching Contributions described in Section 5.3(b) (including the allocations under Section 15.3(g)) shall be the amounts required by Code Section 401(k)(12)(B) for purposes of the ADP Safe-Harbor.

The Plan was amended to suspend safe harbor matching contributions effective April 1, 2009 for Member Regular Contributions and Deferred Compensation

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Contributions made with respect to Compensation paid for any full pay periods beginning on or after that date; matching contributions resumed effective July 1, 2010, as set forth in Section 5.3(b). In accordance with Treasury Regulation §1.401 (k)-3(g)(1)(iv), the ADP test using the current year testing method as set forth in Sections 5.7(a) through (e) (and not the ADP Safe-Harbor) shall apply for the entire 2009 Plan Year and the entire 2010 Plan Year.

Section 5.8 Excess Company and Regular Contributions

(a) Notwithstanding the foregoing provisions of this Article V, the contribution percentage (as defined in Section 5.8(b)) for the group of eligible Highly Compensated Employees for a Plan Year shall not exceed the greater of (1) one hundred twenty-five percent (125%) of the contribution percentage for all other eligible Employees or (2) the lesser of two hundred percent (200%) of the contribution percentage for all other eligible Employees or the contribution percentage for all other eligible Employees plus two (2) percentage points.

In determining the contribution percentage for any eligible Employee who is a Highly Compensated Employee for the Plan Year, matching contributions, employee contributions, qualified nonelective contributions, and elective contributions (to the extent that qualified nonelective contributions and elective contributions are taken into account in determining contribution percentages) made to his accounts under any plan of the Company or a Controlled Group Member that is not mandatorily disaggregated pursuant to Treasury Regulation §1.410(b)-7(c), as modified by §1.401 (m)-1 (b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in §1.401(m)-1(b)(4)((iii)(B) and the prohibition

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on aggregating plans with different plan years contained in §1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of the Company or a Controlled Group Member are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then contribution percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation §1.401(m)-1(b)(4)(v), the Company may elect to calculate contribution percentages aggregating ESOP and non-ESOP plans. In addition, the Company may elect to calculate contribution percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401 (m).

(b) For the purposes of this Section 5.8, the “contribution percentage” for a specified group of eligible Employees for a Plan Year shall be the average of the ratios (calculated separately for each eligible Employee in such group) of (1) the sum of the Company Contributions and Regular Contributions paid under the Plan by or on behalf of each such eligible Employee for such Plan Year to (2) the eligible Employee’s compensation (as defined in Section 5.7(b)) for such Plan Year (such ratio for an

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eligible Employee being referred to as an “ACR”). Company Contributions in excess of 100% of the Deferred Compensation Contributions of a Member who is not a Highly Compensated Employee for a Plan Year shall not be used in computing such eligible Employee’s contribution percentage for the Plan Year to the extent that such Company Contributions exceed the greater of (i) 5% of the eligible Employee’s compensation for the Plan Year or (ii) the product of two (2) times the Plan’s “representative match rate” multiplied by the eligible Employee’s Deferred Compensation Contributions for the Plan Year. The Plan’s “representative match rate” is the lowest “match rate” of any eligible Employee who is not a Highly Compensated Employee for the Plan Year in either (i) the group consisting of half of all eligible Employees who are not Highly Compensated Employees for the Plan Year or (ii) the group of all eligible Employees who are not Highly Compensated Employees for the Plan Year and who are employed by the Company or a Controlled Group Member on the last day of the Plan Year and who make Deferred Compensation Contributions for the Plan Year, whichever results in the greater amount. An eligible Employee’s “match rate” means the Company Contributions made on behalf of the eligible Employee for the Plan Year divided by the eligible Employee’s Deferred Compensation Contributions for the Plan Year; provided, however, that if Company Contributions are made at different rates for different levels of Compensation, the “match rate” shall be determined assuming Deferred Compensation Contributions equal to 6% of Compensation. In the case of an Employee who also makes Regular Contributions, the sum of the eligible Employee’s Deferred Compensation and Regular Contributions shall be substituted for his Deferred Compensation Contributions for purposes of this paragraph.

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(c) In the event that excess aggregate contributions (as such term is hereinafter defined) are made to the Trust for any Plan Year, then, within 2-1/2 months following the close of such Plan Year, such excess contributions (and any income allocable thereto for such Plan Year) shall be forfeited (if forfeitable) and applied to reduce future Company Contributions or, if not forfeitable, shall be distributed to the eligible Highly Compensated Employees on the basis of the respective portions of the excess contributions attributable to each such eligible Employee. For the purposes of this Section 5.8(c), the term “excess aggregate contributions” shall mean, for any Plan Year, the excess of (1) the aggregate amount of the Company Contributions and Regular Contributions actually paid to the Trust by or on behalf of eligible Highly Compensated Employees for such Plan Year over (b) the maximum amount of such Company Contributions and Regular Contributions permitted for such Plan Year under Section 5.8(a), determined under the leveling method by reducing Company Contributions and Regular Contributions made by or on behalf of eligible Highly Compensated Employees in order of their contribution percentages (as defined in Section 5.8(b)) beginning with the highest of such percentages. The total excess aggregate contributions shall then be allocated among Highly Compensated Employees on the basis of the amount of Company Contributions and Regular Contributions made by or on behalf of each Highly Compensated Employee, beginning with the highest such amount.

(d) The determination of excess aggregate contributions under this Section 5.8 shall be made after (1) first determining the excess deferrals under Section 5.6 and (2) then determining the excess contributions under Section 5.7.

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(e) Notwithstanding the foregoing provisions of this Section 5.8, if for any Plan Year beginning on or after January 1, 2011, the requirements of the ADP Safe-Harbor (as defined in Section 5.7(f) are met, then the requirements set forth in Code Section 401(m)(11)(B) (the “ACP Safe-Harbor”) shall be considered to be met, and Company Contributions under Section 5.3(b) and any allocations under Section 15(g) shall be excluded from the requirements of the foregoing provisions of this Section 5.8 for that Plan Year.

The Plan was amended to suspend safe harbor matching contributions effective April 1, 2009 for Member Regular Contributions and Deferred Compensation Contributions made with respect to Compensation paid for any full pay periods beginning on or after that date; matching contributions resumed effective July 1, 2010, as set forth in Section 5.3(b). In accordance with Treasury Regulation §1.401 (m)-3(h)(1)(iv), the actual contribution percentage test using the current year testing method as set forth in Sections 5.8(a) through (d) (and not the ACP Safe-Harbor) shall apply for the entire 2009 Plan Year and the entire 2010 Plan Year.

(f) In applying the limitations set forth in Section 5.7 and Section 5.8, the Committee may, at its option, utilize such testing procedures as may be permitted under Code Sections 401(a)(4), 401 (k), 401 (m) or 410(b), including, without limitation, (a) aggregation of the Plan with one or more other qualified plans of the Controlled Group, (b) restructuring of the Plan or any other qualified plan of the Controlled Group into one or more component plans, (c) inclusion of qualified matching contributions, qualified nonelective contributions or elective deferrals described in and meeting the requirements of Treasury Regulations under Code Sections 401 (k) and 401 (m) to the

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Plan and any other qualified plan of the Controlled Group, or (d) any permissible combination thereof. In addition, the Committee may, at its option, limit Regular Contributions and/or Deferred Compensation Contributions for Highly Compensated Employees to any extent the Committee, in its sole discretion, deems appropriate to implement the limitations of Section 5.7 and/or Section 5.8.

Section 5.9 Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements

(a) In accordance with the requirements of Code Section 401 (k)(12), within a reasonable period before the beginning of each Plan Year beginning on or after January 1, 2011, the Company will provide each eligible Employee with written notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average eligible Employee and otherwise meeting the requirements of Code Section 401 (k)(12)(D). If an Employee becomes eligible after the written notice for a Plan Year has been given and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Employee becomes eligible and not later than the date the Employee becomes eligible.

The foregoing provisions of this Section 5.9(a) shall not apply for any Plan Years beginning after April 1, 2009 and prior to January 1, 2011.

(b) In addition to any other election periods provided under the Plan, each eligible Employee may make or modify a deferral election during a reasonable period following receipt of the notice described in Section 5.9(a).

(c) A Member’s accrued benefit derived from contributions to the Plan with respect to the requirements of the ADP Safe-Harbor (as defined in Section 5.7(f))

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and the requirements of the ACP Safe-Harbor (as defined in Section 5.8(e)) is nonforfeitable and may not be distributed earlier than separation from employment, death, disability, an event described in Code Section 401(k)(10), or, in the case of a profit-sharing or stock bonus plan to which Code Section 402(e) applies, the attainment of age 59-1/2.

(d) If for a Plan Year a Highly Compensated Employee for such Plan Year participates in the Plan and another plan of the Controlled Group that is not aggregated with the Plan for purposes of Code Section 401(a)(4) or 410(b) for such Plan Year and that is subject to Code Section 401(k)(3) for such Plan Year, contributions under the Plan for such Highly Compensated Employee for such Plan Year shall be limited so that such Highly Compensated Employee shall not receive a greater rate of matching contributions under the Plan for such Plan Year than any Member under the Plan who is not a Highly Compensated Employee.

(e) The provisions of this Section 5.9 shall apply notwithstanding any other provisions of the Plan to the contrary.

(f) The Plan documentation includes ADP testing provisions that are applicable for any Plan Year in which the notice requirements described in Code Section 401(k)(12)(D) are not satisfied and the Plan therefore does not satisfy Code Section 401(k)(12). Under no circumstance does inclusion of the ADP testing provisions relieve the Company from its obligation to make safe harbor matching contributions to the extent otherwise required in accordance with the terms of the Plan. If ADP testing applies because the Company did not satisfy the notice requirements, as described

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above, the Company is still obligated to make safe harbor matching contributions in accordance with the Plan provisions.

Section 5.10 Miscellaneous ADP/ACP Testing Provisions — The following miscellaneous testing provisions shall apply in the circumstances described:

(a) If the Plan provides that Employees are eligible to make Deferred Compensation Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1) and applies Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement meets the requirements of Code Section 410(b)(1), the Committee may apply the limitations on Deferred Compensation Contributions of Highly Compensated Employees described in Article V either:

(1) by comparing the actual deferral percentage of all eligible Employees who are Highly Compensated Employees for the Plan Year to the actual deferral percentage for the Plan Year of those eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(2) separately with respect to eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and eligible Employees who have satisfied such minimum age and service requirements.

Similarly, if the Plan provides that Employees are eligible to make or receive Regular and/or Company Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1), and applies Code Section 410(b)(4)(B) in determining whether the portion of the Plan subject to Code Section

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401 (m) meets the requirements of Code Section 410(b)(1), the Committee may apply the limitations on Regular and Company Contributions of Highly Compensated Employees described in Article V either:

(1) by comparing the contribution percentage of all eligible Employees who are Highly Compensated Employees for the Plan Year to the contribution percentage for the Plan Year of those eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(b) Effective January 1, 2008, the income or loss attributable to any excess contributions amounts that are distributed pursuant to Article V of the Plan shall be determined for the preceding Plan Year (and not for the “gap period”) under the method otherwise used for allocating income or loss to Member’s Accounts (the “gap period” referring to the period between the close of the Plan Year in which excess contributions were made and the date the contributions are distributed).

(c) The Plan shall not fail to satisfy the safe harbor testing rules for a Plan Year if for such Plan Year the Company or a Controlled Group Member maintains a plan under which “matching contributions” on behalf of Highly Compensated Employees are made at a rate greater than the rate provided under the Plan. However, the Plan shall not be deemed to have satisfied the limitations on Deferred

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Compensation Contributions of Highly Compensated Employees for any Plan Year unless the ratio of Company Contributions made with respect to the Deferred Compensation Contributions (and Regular Contributions) of each Highly Compensated Employee for the Plan Year to each such Highly Compensated Employee’s Deferred Compensation Contributions (and Regular Contributions) for the Plan Year is not greater than the ratio of Company Contributions made with respect to Deferred Compensation Contributions (and Regular Contributions) of each non-Highly Compensated Employee who has made Deferred Compensation Contributions (and Regular Contributions) for the Plan Year at the same percentage of Compensation for the Plan Year as such Highly Compensated Employee to each such non-Highly Compensated Employee’s Deferred Compensation Contributions (and Regular Contributions).

ARTICLE VI. INVESTMENT OF FUNDS

Section 6.1 Investment Funds

(a) The Trust Fund shall contain investment funds (“Investment Funds” or “Funds”), which shall include a Fund designated the “Eaton Common Shares Fund,” together with the earnings thereon held, managed, invested and reinvested by the Trustee consisting of Eaton Shares purchased by the Trustee, contributed by the Company or released from a Suspense Account and cash or cash equivalents as described in Section 6.5. In addition, in accordance with the Trust Agreement, the Investment Committee shall select or establish for investment of any portion of the Trust Fund (other than the Eaton Common Shares Fund) any other Fund or Funds and may modify or eliminate any such Fund. The term Fund may include an investment

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alternative such as a “self-managed brokerage account,” which shall be subject to any rules, procedures and restrictions prescribed by the Committee and/or the Trustee, including, without limitation, fees and expenses (which may be deducted from such investment alternative and/or Accounts in the other Funds), minimum amounts of investment in such investment(s), and any requirement that any distribution, withdrawal or loan under the Plan shall be made only from the other Funds. In exercising its authority to establish, modify, and eliminate Funds (other than the Eaton Common Shares Fund) and investment alternatives, the Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation §2550.404c-1(b) as in effect from time to time, and the available Funds shall satisfy the requirements of Code Section 401(a)(28)(B) with respect to Section 15.4.

(b) Regular Contributions, Deferred Compensation Contributions, and Company Contributions shall be allocated to the Investment Funds as hereinafter set forth. Each separate Investment Fund shall be held, managed, administered, invested, reinvested, accounted for and otherwise dealt with as provided in the Trust Agreement.

Section 6.2 Investment of Member Contributions and Deferred Compensation Contributions

(a) Each Member may elect upon enrollment, or thereafter not more frequently than once each day, upon notice to the Committee, that, as soon as reasonably practicable thereafter, his future Regular Contributions and Deferred Compensation Contributions made on his behalf, if any, shall all be invested entirely in one of the Funds or in any of the Funds in any combination of whole percentages.

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(b) Not more frequently than once each day, a Member may direct that his existing Accounts attributable to his Regular Contributions and Deferred Compensation Contributions made on his behalf be reallocated among the Funds in a manner consistent with the requirements of Section 6.2(a).

(c) Notwithstanding the provisions of Section 6.2(a) and Section 6.2(b), investment elections by Members under this Section 6.2 shall be subject to such restrictions as the Committee and/or Investment Committee shall from time to time prescribe. In exercising its authority with respect to such restrictions, the Committee and/or Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation §2550.404c-1(b) as in effect from time to time and provide an opportunity for a Member to exercise control over assets in his individual account within the meaning of Department of Labor Regulation §2550.404c-1(b) as in effect from time to time.

Section 6.3 Investment of Company Contributions

(a) Company Matching Contributions on behalf of a Member (not including any Eaton Shares allocated and credited to the Member’s Account under Section 15.3 with respect to ESOP Allocation Periods) initially shall be invested in the same manner as such Member’s Regular Contributions and Deferred Compensation Contributions for the applicable contribution period are invested in accordance with Section 6.2(a). Not more frequently than once each day, a Member may direct that his existing Accounts attributable to Company Matching Contributions on behalf of such Member (not including any Eaton Shares allocated and credited to the Member’s

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Account under Section 15.3 with respect to ESOP Allocation Periods) be transferred between or among the Funds in a manner consistent with the requirements of Section 6.2.

(b) Eaton Shares allocated and credited to a Member’s Account under Section 15.3 with respect to ESOP Allocation Periods ending after December 31, 2001 shall be invested in accordance with Section 15.3. Not more frequently than once each day, a Member may direct that his existing Accounts attributable to Eaton Shares allocated and credited to the Member’s Account under Section 15.3 with respect to ESOP Allocation Periods ending after December 31, 2001 be transferred between or among the Funds in a manner consistent with the requirements of Section 6.2.

Section 6.4 Charges and Credits to Accounts — Except as otherwise provided in Section 15.3, each Member’s Company Contribution Account will be charged with any cash or other assets allocated to his Company Contributions Account and used by the Trustee to purchase Eaton Shares or to release Eaton Shares from a Suspense Account. Any Eaton Shares so purchased or released will be allocated to the Members’ Company Contributions Accounts in the same proportions as those contributions were allocated. If Eaton Shares are acquired from a Member’s Company Contributions Account to provide for distributions, his Account will be credited with the cash or other assets used to acquire the Eaton Shares.

Section 6.5 Investment of Income Received; Cash Balances — Subject to the provisions of Section 15.3 and Section 15.5, interest, cash dividends, stock dividends and capital gains of the Funds shall be held, invested and reinvested in the same Fund from which they were derived, provided that the Trustee may maintain,

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or an Investment Adviser may direct the maintenance, in cash or short-term securities of such part of the assets of each Fund as in its sole discretion it shall deem necessary or desirable to accomplish the purposes of the Plan.

Section 6.6 Investment Values and Decisions; Exercise of Investment Discretion

(a) Each Member shall assume all risk in connection with any decrease in the market value of any investment in the respective Funds in which he participates, and such Funds shall be the sole source of all payments to be made under the Plan from his Accounts.

(b) Neither any Company, the Committee, the Investment Committee, the Trustee, nor any officer or employee of any of them is authorized to advise a Member as to the manner in which contributions to the Plan and income thereon should be invested and reinvested. The election of the Fund or Funds in which a Member participates is his sole responsibility, and the fact that designated Funds are available to Members for investment shall not be construed as a recommendation for the investment of contributions hereunder in all or any of such Funds.

(c) Any decision by a Member to invest in any Fund pursuant to this Article VI shall constitute an exercise of control over the assets allocated to his Accounts by such Member (to the extent of such exercise of control) within the meaning of Section 404(c) of ERISA, and each Member who so exercises such control shall by such exercise, release and agree, on his behalf and on the behalf of his heirs and beneficiaries, to indemnify and hold harmless the Trustee, each Company, the Investment Committee and the Committee, and any officer or employee of any of them,

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from and against any claim, demand, loss, liability, cost or expense (including reasonable attorney’s fees) caused by or arising out of such exercise, including without limitation any diminution in value or losses incurred from such exercise.

Section 6.7 Diversification of Eaton Common Shares — The provisions of this Section 6.7 shall apply to any investment in the Eaton Common Shares Fund so long as Eaton Shares are publicly traded or treated as publicly traded under Code Section 401 (a)(35). Notwithstanding any other provision of the Plan to the contrary, a Member whose Accounts are invested, in whole or in part, in the Eaton Common Shares Fund shall be permitted to divest such investments and re-invest such Accounts in other Investment Funds provided under the Plan. The Plan shall offer at least three Investment Fund options as alternatives to the Eaton Common Shares Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics. The Committee shall notify each eligible Member of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Eaton Common Shares Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 6.7 if the Plan imposes any restrictions or conditions on investment in the Eaton Common Shares Fund that do not also apply to investment in the other Investment Funds.

ARTICLE VII. CREDITS AND ACCOUNTS

Section 7.1 Credits — As of each Valuation Date any increase or decrease in the fair market value of each Fund since the prior Valuation Date, and all income of such Fund for such period shall be credited to or deducted from the Accounts

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in the same proportion that the respective amount of each Account in such Fund bears to the total amount of such Fund as of such prior Valuation Date. Notwithstanding the immediately preceding sentence or any other provision of the Plan, some or all of the Funds may be administered and accounted for on a share basis or on a unitized basis, as determined by the Committee.

Section 7.2 Accounts — An individual record of the Accounts of each Member shall be maintained by the Committee, and each Member shall receive regular statements setting forth the status of his Accounts, reflecting the distribution among the Funds of the Member’s Accounts, and the respective market values thereof or, if share accounting is being utilized, the number of shares therein.

ARTICLE VIII. VESTING

A Member’s Accounts shall be nonforfeitable at all times.

ARTICLE IX. LOANS TO MEMBERS

Section 9.1 Loan Program — In accordance with Section 12.2, the Committee is hereby designated as the Named Fiduciary with authority and responsibility to approve or deny loans and, except as provided in Section 9.4, collect unpaid loans in accordance with this Article IX. Subject to such uniform and nondiscriminatory rules as the Committee may establish and to the provisions of this Article, the Committee may in its discretion direct the Trustee to make a loan to a Member from any of his Accounts in the Trust Fund, except for his Savings Plan Individual Retirement Account, if any, under Article XXIII (“SPIRA”) and except for amounts representing Company Contributions for the previous twenty-four (24) months.

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For each Member for whom a loan is authorized, the Committee shall establish a separate Investment Fund (hereinafter in this Article called his “Separate Investment Fund”), from which such loan shall be made. Unless the Committee directs otherwise, such Separate Investment Fund shall be funded by a pro rata liquidation of the Member’s interests in each of the Funds; and payments of interest and repayments of principal shall be allocated to the Member’s Accounts and invested in one or more of the Funds in accordance with procedures established by the Committee. Each such loan shall be in an amount which is not less than $1,000, and which, when added to the outstanding balance of any other loan or loans to the Member from all qualified employer plans (as defined in Code Section 72(p)(4)) of the Controlled Group, does not exceed the lesser of (a) $50,000, reduced by the excess, if any, of (i) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which such loan was made, over (ii) the outstanding balance of loans from the Plan on the date on which such loan was made or (b) 50% of the amount of such Member’s Account, except for SPIRA, determined as of the Valuation Date coinciding with or next preceding the date the loan is made.

Section 9.2 Certain Conditions — As a condition to the receipt of any loan pursuant to Section 9.1, (a) a Member shall have and maintain in his Separate Investment Fund an amount (including any promissory note referred to in Section 9.3) not less than the total amount of such loan, and (b) to the extent (if any) that Code Section 401(a)(11) applies to a Member’s Account at the time a Member’s Account is used to secure a loan, the spouse of the Member, who is married at the time the loan is made, consents (in the manner described in Section 2.1(iii)) to the loan and to the use

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of the Member’s Account as security for the loan. To the extent prescribed by the Committee, any limitation or restriction otherwise applicable to investment changes shall not be applicable to any investment change made by a Member to satisfy the condition specified in clause (a) of this Section 9.2.

Section 9.3 Certain Standards and Requirements — Loans made pursuant to Section 9.1, (a) shall be made available to all Members on a reasonably equivalent basis, (b) shall not be made available to highly compensated Members, officers or shareholders in a percentage amount greater than the percentage amount made available to other Members, (c) shall be secured by the Member’s Account and such other collateral as the Committee may require and (d) shall be evidenced by a promissory note executed by the Member which provides for a reasonable rate of interest as determined by the Committee and for repayment in substantially equal installments not less frequently than quarterly (i) within a specified period of time, which shall not extend beyond five (5) years from the date the loan is made unless the loan proceeds are used to acquire a dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Member, in which case the repayment period may be extended for up to ten (10) years from the date the loan is made, and (ii) upon such other terms and conditions as the Committee may determine including provision that (A) the loan shall be repaid pursuant to authorization by the Member of equal deductions from his Compensation over the repayment period sufficient to amortize fully the loan within the repayment period, (B) the loan shall be prepayable in whole (but not in part) at any time without penalty and (C) before any distribution or withdrawal is made from the Member’s Account the

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loan shall be prepaid to the extent necessary in order that the then outstanding balance of the loan shall not exceed the amount which could be loaned under the limitations of Code Section 72(p) after reflecting such distribution or withdrawal.

Section 9.4 Default and Collection — Notwithstanding any other provision of the Plan to the contrary, (a) a loan made pursuant to Section 9.1 shall be a first lien against the Member’s Account and any amount of principal or interest due and unpaid thereon shall be deducted by the Trustee at the direction of the Committee from such Account before the payment of any portion thereof under the provisions of Article X or Article XI to the Member or his Beneficiary, and (b) in the event a loan is not repaid in full within the period of time specified in the promissory note executed by him as hereinabove provided (or in the event of a default by a Member which, under the provisions of such promissory note, accelerates the payment of principal and interest on a loan), the Trustee shall be authorized at the direction of the Committee to deduct the then unpaid principal and interest on such loan from the Member’s Account; provided, however, that no such deduction shall be made from his Account until such time as he becomes entitled to receive such part of his Account under the provisions of Article X or Article XI, and (c) the Committee, in its discretion, may direct the Trustee to take such action as the Committee may reasonably determine, including the demand for repayment of the loan and, subject to the provisions of the Trust Agreement, the institution of legal action to enforce collection of any balance due from the Member, and (d) in the event the Committee fails or refuses for any reason to direct the Trustee as provided in sub-paragraph (c) above or if the Trustee otherwise reasonably concludes that the collectability of a loan hereunder is in jeopardy, the Trustee is authorized, after

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reasonable notice to the Committee, to take such action as it may reasonably determine to enforce repayment and satisfaction of the loan.

Section 9.5 Deceased Member — If a Member dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire loan balance or may make payments with coupons in accordance with the procedures established by the Committee.

ARTICLE X. WITHDRAWALS DURING EMPLOYMENT

Section 10.1 Withdrawals — Subject to the rights of Members under Section 15.4, upon notice to the Committee a Member may elect to make a withdrawal from his Regular Account, Company Contribution Account or Deferred Compensation Account upon the conditions set forth below. The withdrawal may include one or more of the following steps, which must be made in sequence. In each instance the amount of contributions or earnings withdrawn shall be limited to the value thereof as of the Valuation Date applicable to such withdrawal under uniform rules of the Committee. A withdrawal under step 6(b) will result in a six (6) month suspension of the Member’s Regular Contributions and Deferred Compensation Contributions and Company Contributions made on the Member’s behalf.

Step 1 — withdrawal of all or a portion of the Member’s Regular Account which is attributable to Matched or Unmatched Regular Contributions made prior to 1987;

Step 2 — withdrawal of the entire amount available under Step 1 plus all or a portion of the Member’s Unmatched Regular Contributions made after 1986;

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Step 3 — withdrawal of the entire amount available under Step 2 plus all or a portion of the Member’s Matched Regular Account which is attributable to Regular Contributions made after 1986;

Step 4 — withdrawal of the entire amount available under Step 3, plus all or a portion of the Member’s Rollover Account (as described in Section 22.3), if any, or SPIRA (as described in Article XXIII), if any;

Step 5 — withdrawal of the entire amount available under Step 4, plus all or a portion of the Member’s Company Contribution Account, except that the portion of such Account attributable to Company Matching Contributions under Section 5.3(b) (and the earnings thereon) with respect to Compensation paid (or that in the absence of the Plan would be paid) after December 31, 2001 may not be withdrawn unless the Member is at least 59-1/2 years old, and allocations to a Member under Section 15.3(g) with respect to ESOP Allocation Periods ending after December 31, 2001 may not be withdrawn unless the Member is at least 59-1/2 years old;

Step 6(a) — in the event a Member is at least 59-1/2 years old on the date of withdrawal, withdrawal of the entire amount available under Step 5, plus all or a portion of the Member’s Deferred Compensation Account;

Step 6(b) — in the event a Member is not at least 59-1/2 years old on the date of withdrawal, withdrawal of the entire amount available under Step 5, plus, in the event of Hardship subject to the requirements of Section 10.2, all or a portion of the Member’s Deferred Compensation Account, excluding any income

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or earnings on such Deferred Compensation credited to his Account after December 30, 1988.

Step 5 is subject to the requirement that any portion of such Account attributable to Company Contributions (and the earnings thereon) made within twenty-four (24) months preceding the date of such withdrawal may not be withdrawn.

Section 10.2 Hardship Withdrawals — Upon the application of any Member who has complied with the sequence of withdrawal requirements under Section 10.1, the Committee, in accordance with a uniform, nondiscriminatory policy, shall, if the withdrawal satisfies (a) and (b) below, permit such Member to withdraw for Hardship all or a portion of the amounts then credited to his or her Deferred Compensation Account.

(a) Immediate and Heavy Financial Need. A withdrawal is on account of Hardship only if made on account of an immediate and heavy financial need of the Member and in an amount necessary to meet that need. The determination of whether or not the Member has an immediate and heavy financial need, and the withdrawal is necessary, as outlined in subparagraph (b), to satisfy such financial need, is to be made on the basis of all relevant facts and circumstances. A financial need shall not fail to be immediate and heavy merely because such need was reasonably foreseeable or voluntarily incurred by the Member. A withdrawal will be deemed to be made on account of an immediate and heavy financial need of the Member if the withdrawal is on account of any one of items (1) through (7) below:

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(1) Expenses previously incurred by or necessary for the Member, the Member’s spouse, or any dependent of the Member (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof) to obtain medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit;

(2) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Member;

(3) Payment of tuition, related educational fees, and room and board expenses for the next 12 months of post- secondary education for the Member, or the Member’s spouse, child, or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof);

(4) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage on the Member’s principal residence;

(5) Payment of funeral or burial expenses for the Member’s deceased parent, spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof);

(6) Expenses for the repair of damage to the Member’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit); or

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(7) Any other item specified by the Commissioner of the Internal Revenue Service, in regulations, revenue rulings, notices, or other documents of general applicability, to constitute a deemed immediate and heavy financial need.

(b) Distribution Necessary to Satisfy an Immediate and Heavy Financial Need. A Hardship withdrawal will not be treated as necessary to satisfy an immediate and heavy financial need of a Member to the extent that the amount of the withdrawal is in excess of the amount required to relieve the financial need, or to the extent that such need may be satisfied from other sources that are reasonably available to the Member. This determination is to be made by the Committee on the basis of all relevant facts and circumstances. A Member making an application for a Hardship withdrawal shall have the burden of presenting to the Committee evidence of the necessity of the withdrawal to satisfy the immediate and heavy financial need, and the Committee shall not permit withdrawal for Hardship without first receiving such evidence. A withdrawal generally may be treated as necessary to satisfy a financial need if the Committee reasonably relies upon the Member’s representation that the need cannot be relieved through the following sources:

(1) reimbursement or compensation by insurance or otherwise;

(2) reasonable liquidation of the Member’s assets, to the extent that such liquidation itself would not cause an immediate and heavy financial need (For this purpose, the Member’s resources shall be deemed to include those assets of his or her spouse and minor children that are reasonably available to the Member);

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(3) cessation of the Member’s Regular and Deferred Compensation Contributions under the Plan;

(4) other distributions or nontaxable loans from the Plan or any other plans maintained by the Company or from plans maintained by any other employer; or

(5) borrowing from commercial sources on reasonable commercial terms.

Additionally, a distribution generally may be treated as necessary to satisfy a financial need if it complies with guidelines established by the Commissioner of the Internal Revenue Service through the publication of revenue rulings, notices and other documents of general applicability.

Section 10.3 Time and Form of Withdrawal Distributions — Distributions of withdrawals shall be made all in cash except that distributions of withdrawals from the Eaton Common Shares Fund shall be made all in cash or all in whole Eaton Shares, as the Member elects, as soon as practicable after the procedural requirements established by uniform rule of the Committee can be met. Any whole Eaton Shares distributed shall be of Value equal to the amount that would otherwise be distributed in cash determined as of the Valuation Date established for such withdrawal under uniform rules established by the Committee. Cash distributions shall be based upon the amount to the credit of the Member’s Accounts as of a Valuation Date established for such withdrawal under uniform rules established by the Committee.

Section 10.4 Other Withdrawals — In the event that amounts held in a Member’s Account were transferred to the Plan from another plan which at the time of

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such transfer were subject to in-service withdrawal rights protected by Code Section 411(d)(6), such withdrawal rights shall continue to be available under the Plan.

Section 10.5 HEART Act Reservist Withdrawals — Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 10.5, a Member who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code), who has been on active duty for a period of at least 30 days, may apply for a withdrawal in an amount from his Account that is attributable to Regular Contributions. Any distribution made pursuant to this Section 10.5 must be made during the period beginning on the 30th day of active duty and ending on the close of his active duty period. Further, for a period of at least six (6) months after his receipt of the withdrawal, such Member’s Regular Contributions are suspended and the Member shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions to all other plans maintained by the Company. For this purpose, the phrase “plans maintained by the Company” means all qualified and nonqualified plans of deferred compensation maintained by the Company or any Controlled Group Member, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of Code Section 125 and also includes a stock option, stock purchase, or similar plan maintained by the Employer or any Controlled Group Member.

ARTICLE XI. SETTLEMENT AFTER TERMINATION OF EMPLOYMENT

Section 11.1 In General — Upon termination of employment a Member’s Accounts shall be settled in accordance with the following provisions:

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(a) Distributions of $5,000 or less. If the total value of the Accounts (including SPIRA) of a Member or Beneficiary is $5,000 or less, distribution thereof shall be made to such Member or Beneficiary as soon as administratively practicable in a single lump sum in cash or in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in a lump sum in cash.

In the event of a “mandatory distribution” greater than $1,000 in accordance with the foregoing provisions of this Section 11.1(a), if the Member does not elect to have such distribution paid directly to an eligible retirement plan specified by the Member in a direct rollover or to receive the distribution directly, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. A “mandatory distribution” means any distribution made to a Member without the Member’s consent that is made before the Member attains the later of age 62 or his normal retirement date. Distribution to a Member’s surviving spouse or to an alternate payee under a qualified domestic relations order or to a nonspouse beneficiary is not a “mandatory distribution” for purposes of this Section 11.1(a).

(b) Distributions in Excess of $5,000. If the total value of the Accounts (including SPIRA) of a Member or Beneficiary exceeds $5,000, distribution shall be made in accordance with the other applicable sections of this Article XI.

Section 11.2 Retirement or Disability — Upon a Member’s Retirement or Disability, the Member (or, in the case of incompetency, the Member’s legal

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representative if one has been appointed) may by notice to the Committee select distribution of his Accounts in accordance with one of the following methods:

(i) a lump-sum distribution of the entire value of the Member’s Accounts; or

(ii) such amount of the Member’s Accounts as the Member from time to time shall elect and in such manner as shall be prescribed (from time to time) by the Committee.

Distribution of a Member’s Account under method (i) or (ii) above will be made in cash, or in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in cash. The settlement will be based upon the amount to the credit of the Member’s Accounts as of a Valuation Date established in accordance with procedures adopted by the Committee. The distribution shall commence as soon as reasonably practicable following the date specified in the Member’s notice, which may be the last day permitted for distribution under Section 11.5.

Section 11.3 Death — In the event of the death of a Member prior to the Member’s Required Beginning Date as determined under Section 11.5, the complete distribution of his Accounts shall be made to his Beneficiary within five (5) years after the Member’s death, in a lump sum or in periodic, partial withdrawals as elected by the Beneficiary by written notice to the Committee; provided, however, that such five (5) year requirement shall not apply if the Beneficiary has been designated in writing by the Member, and if the distribution method elected by the Beneficiary will result in the complete distribution (in accordance with Treasury Regulations) of the Member’s

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Accounts over a period not extending beyond the life expectancy of such Beneficiary. The distribution shall commence as soon as reasonably practicable following notice by the Beneficiary to the Committee requesting such distribution. If, following the death of the Member, the Beneficiary has not, within a reasonable time as determined by the Committee, prior to the last day of the year following the year that includes the Member’s date of death, elected a distribution commencing no later than the last day of the year following the year that includes the Member’s date of death and a method of distribution that satisfies the distribution requirements described above, distribution shall be made in a lump sum on the last day of the year following the year that includes the Member’s date of death. In the event of the death of a Member after the Member’s Required Beginning Date as determined under Section 11.5, the Accounts of such Member shall be distributed to the Member’s Beneficiary as described above in this Section 11.3 and in accordance with Treasury Regulations, except that the distribution method shall provide for distribution at least as rapidly as under the method of distribution being made to the Member as of the date of the Member’s death. Distribution of the Member’s Accounts will be made in cash, or in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Beneficiary. In the absence of such election, distribution shall be made in cash. A Beneficiary shall be treated as a Member for purposes of Section 6.2(b), Section 6.3(b), Section 6.3(c), Section 15.3(d), and Section 15.5.

Section 11.4 Other Termination — If a Member’s employment is terminated other than by Retirement, Disability or death, the Member (or, in the case of

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incompetency, the Member’s legal representative if one has been appointed) may by notice to the Committee select distribution of his Accounts in accordance with one of the following methods:

(i) a lump-sum distribution of the entire value of the Member’s Accounts; or

(ii) such amount of the Member’s Accounts as the Member from time to time shall elect and in such manner as shall be prescribed (from time to time) by the Committee.

Distribution of a Member’s Account under method (i) or (ii) above will be made in cash, or in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in cash. The settlement will be based upon the amount to the credit of the Member’s Accounts as of a Valuation Date (established in accordance with procedures adopted by the Committee). The distribution shall commence as soon as reasonably practicable following the date specified in the Member’s notice.

Section 11.5 Value and Timing of Distributions

(a) The provisions set forth in this Section 11.5 will supersede any conflicting provisions of Articles XI or XXV.

(b) Any whole Eaton Shares distributed under this Article XI shall be of Value equal to the amount that would otherwise be distributed in cash determined as of the Valuation Date established for such purpose under uniform rules established by the Committee. Cash distributions shall be based upon the amount to the credit of the

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Member’s Accounts as of a Valuation Date established for such purpose under uniform rules established by the Committee.

(c) Notwithstanding any other provision of the Plan to the contrary, distribution of a Member’s entire interest in his Account shall commence no later than the earlier of:

(i) unless the Member elects a later date (with the failure of the Member to file an application for distribution being treated as an election to postpone distribution), 60 days after the close of the Plan Year in which (i) the Member’s 65th birthday occurs, (ii) the 10th anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his termination of employment occurs, whichever is latest; or

(ii) the April 1st following the close of the calendar year in which he attains age 70 ¹ / ₂ , whether or not his termination of employment date has occurred, except that if a Member is not a five-percent owner (as defined in Code Section 416), with respect to any Plan Year ending in the calendar year in which he attained age 70 ¹ / ₂ , distribution of such Participant’s vested interest in his Accounts shall, at the election of the Participant, commence no later than the April 1st following the close of the calendar year in which he attains age 70 ¹ / ₂ or retires, whichever is later (referred to herein as the Member’s “Required Beginning Date”).

Distributions required to commence under this Section 11.5(c) shall be made in accordance with Code Section 401(a)(9) and regulations issued thereunder,

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including the minimum distribution incidental benefit requirements, as further set forth in Section 11.6.

(d) If the amount of a distribution required to begin on a date determined under the applicable provisions of the Plan cannot be ascertained by such date, or if it is not possible to make such payment on such date because the Committee has been unable to locate a Member or Beneficiary after making reasonable efforts to do so, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained or the date on which the Member or Beneficiary is located (whichever is applicable).

Section 11.6 Minimum Distribution Requirements

(a) General Rules .

(1) Precedence. The requirements of this Section 11.6 will take precedence over any inconsistent provisions of the Plan.

(2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 11.6 will be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9).

(3) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 11.6, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution .

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(1) Required Beginning Date. The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.

(2) Death of Member Before Distributions Begin. If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A) If the Member’s surviving spouse is the Member’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 ¹ / ₂ , if later.

(B) If the Member’s surviving spouse is not the Member’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(C) If there is no designated beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(D) If the Member’s surviving spouse is the Member’s sole designated beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Section 11.6(b)(2), other than Section 11.6(b)(2)(A), will apply as if the surviving spouse were the Member.

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For purposes of this Section 11.6(b)(2) and Section 11.6(d), unless Section 11.6(b)(2)(D) applies, distributions are considered to begin on the Member’s Required Beginning Date. If Section 11.6(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 11.6(b)(2)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 11.6(b)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3) Forms of Distribution. Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 11.6(c) and 11.6(d). If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations.

(1) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Member’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A) the quotient obtained by dividing the Member’s account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury

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Regulation §1.401(a)(9)-9, using the Member’s age as of the Member’s birthday in the distribution calendar year; or

(B) if the Member’s sole designated beneficiary for the distribution calendar year is the Member’s spouse, the quotient obtained by dividing the Member’s account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation §1.401(a)(9)-9, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the distribution calendar year.

(2) Lifetime Required Minimum Distributions Continue Through Year of Member’s Death. Required minimum distributions will be determined under this Section 11.6(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Member’s date of death.

(d) Required Minimum Distributions After Member’s Death .

(1) Death On or After Date Distributions Begin.

(A) Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member’s designated beneficiary, determined as follows:

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I. The Member’s remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent calendar year following death.

II. If the Member’s surviving spouse is the Member’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year following death.

III. If the Member’s surviving spouse is not the Member’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent calendar year following death.

(B) No Designated Beneficiary. If the Member dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the Member’s remaining life expectancy calculated using the age of the Member in

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the year of death, reduced by one for each subsequent calendar year following death.

(2) Death Before Date Distributions Begin.

(A) Member Survived by Designated Beneficiary. If the Member dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death is the quotient obtained by dividing the Member’s account balance by the remaining life expectancy of the Member’s designated beneficiary, determined as provided in Section 11.6(d)(1).

(B) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 11.6(b)(2)(A), this Section 11.6(d)(2) will apply as if the surviving spouse were the Member.

(e) Definitions .

(1) Designated beneficiary. The individual who is designated as the Beneficiary under Section 2.1 and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulation §1.401(a)(9)-4.

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(2) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 11.6(b)(2). The required minimum distribution for the Member’s first distribution calendar year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(3) Life expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation §1.401(a)(9)-9.

(4) Member’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the

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distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required Beginning Date. The date specified in Section 11.5(c)(ii).

Section 11.7 Rollovers to Other Plans or IRAs — Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in a form of payment provided under this Article XI, a Qualified Distributee may elect, in such time and manner as established by the Committee, to have a portion or all of any Eligible Rollover Distribution paid, in a Direct Rollover, to an Eligible Retirement Plan designated by the Qualified Distributee. For purposes of this Section 11.7, the following definitions apply:

(a) “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Member, except (i) any distribution that is one of a series of substantially equal periodic payments (made not less frequently than annually) made for the life (or life expectancy) of the Member or the joint lives (or joint life expectancies) of the Member and the Member’s designated Beneficiary, or for a specified period of ten years or more, (ii) any distribution to the extent such distribution is required under Code Section 401(a)(9), and (iii) any distribution made upon hardship of the Member.

(b) “Eligible Retirement Plan” means any of the following: (i) an individual retirement account described in Code Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts rollovers, (iv) a qualified trust described in Code Section 401(a) that accepts rollovers, (v) an annuity contract described in Code

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Section 403(b) that accepts rollovers, (vi) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Code Section 408A, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Code Section 408A(c)(3)(B). Notwithstanding the foregoing, the portion of a Member’s Eligible Rollover Distribution that consists of his after-tax Regular Contributions may only be transferred to an individual retirement account or annuity described in Code Section 408(a) or (b) or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for such contributions, including separate accounting for the portion of such Eligible Rollover Distribution that is includible in income and the portion that is not includible in income. Notwithstanding the foregoing, effective for distributions made on and after April 1, 2007, an Eligible Retirement Plan with respect to a Qualified Distributee who is a nonspouse beneficiary means either an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (an “IRA”). Such IRA must be treated as an IRA inherited from the deceased Member by the Qualified Distributee and must be established in a manner that identifies it as such.

(c) “Qualified Distributee” means a Member, his surviving spouse, his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), or, for periods on and after April 1, 2007, a

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deceased Member’s nonspouse beneficiary who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).

(d) “Direct Rollover” means a payment by the Plan to one or more Eligible Retirement Plans specified by the Qualified Distributee.

Section 11.8 Unclaimed Accounts

(a) Each Member and/or each Beneficiary must file with the Committee from time to time in writing his address to which United States mail to him is to be sent and each change of such address. Any communication, statement or notice addressed to a Member or Beneficiary at such last address filed with the Committee or if no address is filed with the Committee then at the last such address as shown on the Company’s records will be binding on the Member or Beneficiary for all purposes of the Plan. Neither the Plan nor any person acting on behalf of the Plan (including the Committee and the Trustee) shall be required to search for or locate a Member or Beneficiary.

(b) Any other provision of the Plan to the contrary notwithstanding: “Unclaimed Accounts” (as hereinbelow defined) of a Member or Beneficiary shall be forfeited and shall be used to reduce future Company Contributions as though the Member or Beneficiary were not vested in the Accounts. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year exceed the amount of Company Contribution obligations for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account and shall for all Plan purposes be applied against the Company Contribution obligations for the following Plan Year. Upon the filing of an application for distribution with respect to a forfeited

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Account by the Member or Beneficiary, the Member’s or Beneficiary’s Accounts shall be immediately reinstated as though the Member or Beneficiary were 100% vested in such Accounts but in an amount equal to the cash value of the Accounts on the date forfeited. To the extent forfeited amounts are not available to satisfy reinstatements, the Company shall contribute the amount required to reinstate the Member’s or Beneficiary’s Account. For purposes of this Section 11.8(b), the term “Unclaimed Accounts” shall mean any Account (including any check or other instrument issued in connection with the distribution of such Account) (1) the distribution of which is under the terms of the Plan required currently to commence, or (2) the distribution of which has commenced, and with respect to which the person to whom such distribution is to be made has not made written claim therefor in such manner as shall be prescribed by the Committee within 365 days after the Committee has mailed written notice regarding distribution with respect to such Account to the Member’s or Beneficiary’s address as determined under Section 11.8(a).

Section 11.9 Notice Regarding Forms of Payment — Within the 150 day period ending 30 days before a Member’s benefit payment date, the Committee shall provide the Member with a written explanation of his right to defer distribution until his attainment of age 65, or such later date as may be provided in the Plan, his right to make a Direct Rollover, and the forms of payment provided under the Plan. Distribution of the Member’s Account may commence fewer than 30 days after such notice is provided to the Member if (i) the Committee clearly informs the Member of his right to consider his election of whether or not to make a Direct Rollover or to receive a distribution prior to his attainment of age 65 and his form of payment for a period of at

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least 30 days following his receipt of the notice and (ii) the Member, after receiving the notice, affirmatively elects an early distribution. The written explanation provided by the Committee shall include a description of the consequences of the Member of electing an immediate distribution of his vested Account balances instead of deferring payment to his attainment of age 65.

Section 11.10 Default to Discontinue 2009 RMDs — Notwithstanding Sections 11.5 and 11.6, a Member or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Member, the joint lives (or joint life expectancy) of the Member and the Member’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Member or Beneficiary chooses to receive such distributions. Members and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. In addition, notwithstanding Section 11.7, and solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs, will be treated as Eligible Rollover Distributions.

ARTICLE XII. COMMITTEES; FIDUCIARY RESPONSIBILITY

Section 12.1 Committee — The Plan shall be administered by the Committee which shall be appointed and may be removed by the Board. Members of

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the Committee may be Members of the Plan, and may resign at any time upon notice in writing to the Company. The Committee shall act by a majority of its members, either at a meeting (which may be telephonic) or by written consent.

Section 12.2 Fiduciary Responsibility

(a) The Committee shall be the Named Fiduciary for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.

(b) The Investment Committee shall be appointed and may be removed by the Board, and shall be the Named Fiduciary with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee and any Investment Adviser. The Investment Committee shall have the exclusive authority and responsibility:

(i) to appoint and remove Investment Advisers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement;

(ii) to direct the segregation of all or a portion of the assets of the Funds into an Investment Adviser account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Adviser account or accounts as it deems desirable or appropriate; and

(iii) to direct the segregation of all or a portion of the assets of Voluntary Deductible Accounts of the Trust into an Investment Adviser account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Adviser account or accounts as it deems desirable or appropriate.

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(c) The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Adviser, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such “trustee responsibilities,” under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to Eaton, such committee of the Board, such committee of officers, or such officers of Eaton as shall be designated by the Board. Such persons, and fiduciaries designated by such persons as above provided, may employ others to render advice to them relative to their respective responsibilities under the Plan.

Section 12.3 Committee Power and Rules — The Committee is authorized to make such uniform rules as may be necessary to carry out the provisions of the Plan and shall determine any questions arising in the administration, interpretation and application of the Plan, which determinations shall be conclusive and binding on all parties, subject to the right of a party to pursue a claim under ERISA. The Committee shall have absolute discretion in carrying out its responsibilities. The Committee is also authorized to adopt such uniform rules as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Committee to act without formally convening and to provide that action of the Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not

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be a member of the Committee, who shall record the minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Committee may retain legal counsel (who may be counsel of Eaton) when and if the Committee finds it necessary or convenient to do so, and may also employ such other assistants, clerical or otherwise, as it may deem needed, and expend such monies as may be required for the proper performance of its work. Such costs and expenses shall be borne by the Companies in accordance with the provisions of Article XVI hereof.

Section 12.4 Reliance — To the extent permitted by law, the Committee, the Investment Committee, the Trustee, the Boards of Directors of the Companies and the Companies and their respective officers and employees shall not be liable for the directions, actions or omissions of any agent, legal or other counsel, accountant, actuary or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committee, the Investment Committee, the Trustee, the Board of Directors of the Companies, and the Companies and their respective officers and employees shall be entitled to rely upon all information and advice which may be given by such experts and shall be fully protected in respect to any action taken or suffered by them in good faith reliance upon any such information or advice. All actions so taken or suffered shall be conclusive upon each of them and upon all Members, and other persons having or claiming to have any interest in or under the Plan.

Section 12.5 Indemnification — Each member of the Committee and the Investment Committee and any other employee of Eaton or a Company shall be fully indemnified by his employer against all liabilities, costs and expenses (including

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defense costs but excluding any amount representing a settlement unless such settlement be approved by his employer) imposed upon him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Committee, the Investment Committee or other employee arising out of any act, or failure to act, in good faith with respect to the Plan to the full extent of the law. The foregoing rights of indemnification shall not be exclusive of other rights to which any member of the Committee, the Investment Committee or employee may be entitled as a matter of law, contract or otherwise.

ARTICLE XIII. TRUST AGREEMENT

Eaton has entered into a written Trust Agreement, dated as of January 1, 2005, and subsequently amended, providing for the investment and administration of the assets of the Plan, which, as amended from time to time is referred to herein as the “Trust Agreement,” shall be deemed to form a part of the Plan, and is incorporated herein by reference (as if rewritten fully herein). Any and all rights or benefits which may accrue to any person under this Plan shall be subject to the terms and provisions of the Trust Agreement, subject to all limitations of the Plan.

ARTICLE XIV. PARTICIPATING COMPANIES

Section 14.1 Participation of a Company — Any Controlled Group Member, with the consent of the Committee, by taking appropriate corporate action may be a Company hereunder by adopting this Plan (as then constituted or under whatever modifications Eaton in its sole discretion determines) as its Savings Plan, and by taking such other action as Eaton shall consider necessary or desirable to accomplish that

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purpose. Eaton may, upon 30 days’ written notice, request a Company to withdraw from the Plan, and upon the expiration of such 30-day period, unless such Company has taken appropriate corporate action to accomplish such withdrawal, such Company shall be deemed to have withdrawn from the Plan, and the Accounts of the Members of such Company shall be settled in the manner provided in Section 19.3.

Section 14.2 Withdrawal of a Company — Any Company may elect to withdraw from the Plan with the consent of the Committee. Such Company shall file with the Trustee a document evidencing a continuance of a trust in accordance with the provisions of the Trust Agreement as though such Company were the sole creator thereof. In such event the Trustee shall deliver to itself as Trustee of such trust such part of the Trust as may be determined by the Committee to constitute the appropriate share of the Trust then held in respect of the Members of such Company. Such former Company may thereafter exercise in respect of such trust all the rights and powers reserved to Eaton and to the Committee under the provisions of the Trust Agreement.

Section 14.3 Segregation of a Division — In a similar manner, the appropriate share of the Trust determined by the Committee to be then held in respect of Members in any division, plant, location or other identifiable group or unit of Eaton or a Company may be segregated, and the Trustee shall hold such segregated assets in the same manner and for the same purposes as provided at Section 14.2 in the case of segregation of a Company, and Eaton or any successor owner of the segregated unit shall have the rights and powers hereinabove provided for a segregated Company.

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Section 14.4 Authorization — When action is required to be taken under this Plan by a Company such action shall be authorized by its Board of Directors or a committee or officers designated by its Board of Directors.

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ARTICLE XV. ESOP PROVISIONS

Section 15.1 ESOP Feature

The portion of the Plan that constitutes an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code is that portion of the assets of the Plan that is from time to time invested in the Eaton Common Shares Fund. The ESOP Feature, which is a stock bonus plan, is hereby formally designated as an Employee Stock Ownership Plan. The ESOP Feature is designed to invest primarily in securities that are “qualifying employer securities” within the meaning of Section 407(d)(5) of ERISA and that are “qualifying employer securities” within the meaning of Code Section 4975(e)(7)(A).

Section 15.2 Borrowing to Purchase Eaton Shares — The Company may direct the Trustee to incur Acquisition Loans from time to time to finance the purchase of Eaton Shares or to repay prior loans. The terms and conditions of any Acquisition Loan together with any other documents executed by the Trustee in connection therewith (including without limitation any security or guarantee agreements) shall be subject to the following provisions:

(a) The Acquisition Loan shall bear no more than a reasonable rate of interest.

(b) Any collateral pledged to the creditor shall consist only of the Eaton Shares acquired with the proceeds of such Acquisition Loan or Eaton Shares that were pledged as collateral in connection with a prior Acquisition Loan that was repaid with the

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proceeds of the current Acquisition Loan. Notwithstanding the foregoing, the Company may guarantee repayment of the Acquisition Loan.

(c) Under the terms of the Acquisition Loan or other documents executed by the Trustee in connection therewith, the creditor shall not have recourse against the assets of the Trust Fund except that an Acquisition Loan may permit recourse with respect to (1) the collateral pledged as security for the Acquisition Loan, (2) Company Contributions (other than Contributions of Eaton Shares) that are made to meet the Trustee’s obligations under the Acquisition Loan, and (3) earnings attributable to such collateral and the investment of such Contributions.

(d) The note or any security agreements executed by the Trustee in connection with the Acquisition Loan shall provide for the release of Eaton Shares from encumbrance in a manner permitted by Treasury Regulations under Code Section 4975(e)(7).

(e) The note or any security agreements executed by the Trustee in connection with the Acquisition Loan shall provide that in the event of default under such Acquisition Loan, the value of the assets of the Plan, if any, transferred in satisfaction of such obligation must not exceed the amount of such default. If the lender is a “disqualified person” (within the meaning of ERISA), such documents executed in connection with the Acquisition Loan must provide for the transfer of such assets only upon and to the extent of the failure of the Trustee to meet the payment schedule of the Acquisition Loan. For purposes of applying this Section 15.2(e), a guarantee of the Acquisition Loan by a disqualified person shall not alone result in such person being a “lender” of such loan.

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(f) Payments made by the Trustee from the Trust Fund with respect to an Acquisition Loan during a Plan Year shall not exceed the sum of (1) Company Contributions (other than Contributions of Eaton Shares) to the Trust Fund for the Plan Year and each prior Plan Year to meet its obligations under such Acquisition Loan and the earnings attributable to the investment of such Contributions and (2) earnings (including dividends) attributable to allocated and unallocated Eaton Shares reduced by (3) payments made under such Acquisition Loan in prior Plan Years, and increased by (4) the proceeds of any sale of Eaton Shares held in the Suspense Account used to make payments on such Acquisition Loan. Such Contributions and earnings shall be accounted for separately in the books of account of the ESOP Feature of the Plan until the Acquisition Loan is repaid. Notwithstanding the foregoing, if at the date of termination of the Plan, the Trustee remains indebted under any Acquisition Loan, the Committee may instruct the Trustee, prior to making the final Plan allocations, to pay accrued interest and principal and to prepay the remaining principal balance of the Acquisition Loan with Eaton Shares held in the Suspense Account or with the proceeds of a sale or other disposition of such Eaton Shares. If any assets remain in the Suspense Account after all Acquisition Loans have been fully discharged, such assets shall be allocated as income of the Trust Fund for the Plan Year in which the Plan terminates.

Section 15.3 Release of Shares from Suspense Accounts

(a) The Committee will direct the Trustee to establish a separate Suspense Account for Eaton Shares acquired with the proceeds of each Acquisition Loan. For each ESOP Allocation Period for which Company ESOP Contributions are

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made the Committee will direct the Trustee to release Eaton Shares then held in a Suspense Account for allocation to Members’ Accounts. The amount of Eaton Shares to be released for each ESOP Allocation Period shall be determined by the Committee, provided that as of the last day of each Plan Year the amount of Eaton Shares released during the Plan Year shall equal the amount required to be released pursuant to the provisions of Section 15.3(b) or (c), and provided further that if principal or interest of an Acquisition Loan for a Plan Year is repaid with the proceeds of another Acquisition Loan, the amount required to be released for the Plan Year pursuant to the provisions of Section 15.3(b) or (c) shall be determined by treating the Acquisition Loans as a single loan and by determining the amount of principal and interest payments under the single loan without regard to principal and interest of any Acquisition Loan repaid with the proceeds of another Acquisition Loan.

(b) For each ESOP Allocation Period, and in any event no later than the last day of a Plan Year, a fractional part of the Eaton Shares then held in a Suspense Account will be released for allocation to Members’ Accounts. The numerator of the fraction will be the amount of principal and interest payments under the applicable Acquisition Loan made during that ESOP Allocation Period, and the denominator of the fraction will be the sum of (i) the numerator and (ii) the principal and interest to be paid under the Acquisition Loan for all future ESOP Allocation Periods without regard to any possible extensions or renewals. If the interest rate under an Acquisition Loan is variable, the calculation of the interest to be paid in future ESOP Allocation Periods for the denominator of the fraction will be based on the interest rate in effect at the end of the ESOP Allocation Periods. The fraction shall be multiplied by the sum of the number

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of Shares held in a Suspense Account as of the last day of such Plan Year plus the aggregate number of shares provisionally released pursuant to Section 15.3(a) during such Plan Year. If the result exceeds the number of shares released during the Plan Year pursuant to Section 15.3(a), an additional number of shares equal to such difference shall be released from the Suspense Account for such Plan Year and allocated to Members’ Company Contribution Accounts.

(c) Notwithstanding the foregoing, for a Plan Year the Committee in its discretion may release Eaton Shares from a Suspense Account solely with reference to principal payments made under an Acquisition Loan, if (i) this method of release is consistent with the terms of the Acquisition Loan; (ii) the Acquisition Loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten years; and (iii) the interest portion of any annual payment would be determined to be interest under standard loan amortization tables. If an Acquisition Loan is renewed, extended or refinanced, and the sum of (A) the expired duration of the original loan and (B) the renewal period, extension period or the duration of the new Acquisition Loan, whichever applies, exceeds ten years, then Eaton Shares held in the Suspense Account will thereafter be released with reference to principal and interest payments in the manner set forth in Section 15.3(b).

(d) Any dividends (other than stock dividends) on Eaton Shares in a Suspense Account or on Eaton Shares (whether or not purchased with an Acquisition Loan) allocated to Company Contribution Accounts will be accounted for separately from other assets of the Trust Fund and will be used to pay interest and/or principal

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under Acquisition Loans until all such indebtedness has been retired. For purposes of allocating to Accounts Eaton Shares which have been released from a Suspense Account by reason of the payment of principal and/or interest with such dividends on allocated Eaton Shares, the dividends will be deemed to have been allocated first to Accounts as Trust Fund income under Section 7.1 and then charged to the Accounts in the manner provided in Section 6.4.

(e) The interest of each Member in Eaton Shares released from a Suspense Account pursuant to Section 15.3(b) or (c) will be allocated to his Company Contribution Account in Eaton Shares and invested in the Eaton Common Shares Fund in the manner specified in Sections 15.3(f), (g), and (h) (as applicable).

(f) As soon as practicable following the release of Eaton Shares from a Suspense Account as a result of a loan amortization payment made in whole or in part with cash dividends on Eaton Shares held in Company Contribution Accounts (the “Allocated Dividends”), a portion of the total number of shares so released shall be transferred and allocated to the Company Contribution Accounts as provided in this Section 15.3(f). The total number of shares released on account of the loan amortization payment shall be multiplied by a fraction. The numerator of the fraction shall be the sum of (a) the amount of the Allocated Dividends and (b) the cash dividends on Eaton Shares held in the Suspense Account (the “Unallocated Dividends”) and used to make the loan amortization payment. The denominator of the fraction shall be the fair market value of the total number of shares released as a result of the loan amortization payment. The number of released shares which is the product of such fraction shall first be transferred and allocated among the Members’ or former Members’

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Accounts in the same proportion that each Member’s or former Members’ Allocated Dividends used to make the loan amortization payment bears to the total amount of such Allocated Dividends until the fair market value of the Eaton Shares transferred and allocated to such Members’ or former Members’ Accounts equals the amount of Allocated Dividends; provided, however, that notwithstanding the forgoing provisions of this Section 15.3(f), the amount of Allocated Dividends used to make a loan amortization payment shall not exceed the fair market value of the Eaton Shares transferred and allocated to such Members’ or former Members’ Accounts as a result of such payment. The balance of such released shares, if any (after the application of this Section 15.3(f)), shall be allocated among the Members’ Accounts pursuant to Section 15.3(g).

(g) As soon as practicable following the end of each ESOP Allocation Period, all Eaton Shares that have been released from the Suspense Account as a result of loan amortization payments during such ESOP Allocation Period that have not and will not be transferred pursuant to Section 15.3(f) shall be transferred to the Company Contribution Accounts of Members pursuant to this Section 15.3(g). Such Shares shall be allocated and credited as instructed by the Committee to the Account of each Member who makes Matched Regular Contributions and/or Matched Deferred Compensation Contributions with each Member receiving a portion of such Shares determined by multiplying the number of such released Shares by a fraction, the numerator of which is the sum of the Matched Regular Contributions and Matched Deferred Compensation Contributions of the Member made for such ESOP Allocation Period, and the denominator of which is the total of all such Matched Regular

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Contributions and Matched Deferred Compensation Contributions made by all Members for such ESOP Allocation Period; provided, however, that the number of Eaton Shares (including fractions thereof) that are so allocated and credited for any ESOP Allocation Period shall not exceed the dollar amount of the Company Matching Contributions required to be made to such Member’s Account under Section 5.3(b) in the absence of this Section 15.4(g) for such ESOP Allocation Period divided by the fair market value of Eaton Shares at the time of transfer to the Company Contribution Account of such Member. The balance of released shares (if any after the application of this Section 15.4(g)), shall be allocated among the Members’ Accounts pursuant to Section 15.4(h).

(h) As of the last day of each Plan Year, any balance of released shares referred to in the last sentence of Section 15.4(g), shall be allocated and credited as instructed by the Committee to the Account of each Member who was eligible to make Deferred Compensation Contributions at any time during that Plan Year in the same proportion as the Compensation of each such Member for that Plan Year bears to the aggregate Compensation of all such Members for such Plan Year.

Section 15.4 Members Right to Diversify — Notwithstanding any provision of the Plan to the contrary, a Member who has attained age 55 and completed at least ten (10) years of participation in the Plan may elect, following the end of each Plan Year during the Election Period (as defined below), to diversify to Funds (other than the Eaton Common Shares Fund) a portion of his Company Contribution Account balance equal to twenty-five percent (25%) of his Company Contribution Account attributable to Company Contributions and earnings thereon, less the amounts subject

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to all prior elections under this Section 15.4, and less the amount available for transfer under Section 6.3, but not less than zero. With respect to the last Plan Year during the Election Period, the Member may elect to diversify to Funds (other than the Eaton Common Shares Fund) fifty percent (50%) of his Company Contribution Account balance attributable to Company Contributions and earnings thereon, less the amount subject to all prior elections under this Section 15.4, and less the amount available for reallocation under Section 6.3 but not less than zero. The “Election Period” for purposes of this Section 15.4 will be the six (6) Plan Year period beginning with the later of (i) the first Plan Year in which the Member attains age 55 or (ii) the first Plan Year in which the Member completes ten years of participation in the Plan. If a Member elects to receive a distribution under this Section 15.4, the amount distributable will be determined without regard to the provisions of Section 6.3, and distribution will be made in a single lump sum in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Member. Any diversification or distribution hereunder shall be made effective as soon as practicable following the Member’s election. Notwithstanding the foregoing, the portion of a Member’s Account attributable to Company Matching Contributions under Section 5.3(b) (and the earnings thereon) with respect to Compensation paid (or that in the absence of the Plan would be paid) after December 31, 2001 shall not be distributable under this Section 15.4 unless the Member is at least 59-1/2 years old, and allocations to a Member under Section 15.3(g) with respect to ESOP Allocation Periods ending after December 31, 2001 shall not be distributable under this Section 15.4 unless the Member is at least 59-1/2 years old.

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Section 15.5 Dividend Distributions — In accordance with such procedures, and subject to such limitations, as shall be established by the Committee: Any cash dividends on Eaton Shares, or the portion thereof not used for payments of principal and/or interest on an Acquisition Loan pursuant to Section 15.2, attributable as of an ex-dividend date for such dividend to the Accounts of Members (and their Beneficiaries) may be paid currently (or within ninety (90) days after the close of the Plan Year in which the dividends are paid to the Trust) in cash to the Members (and their Beneficiaries) on a nondiscriminatory basis, or the Company may pay such dividends directly to the Members (and their Beneficiaries), or the dividends may be paid to the Plan and reinvested in qualifying employer securities through the Eaton Common Shares Fund. Each Member (or Beneficiary) to whose Account Eaton Shares were attributable on the ex-dividend date for such dividend shall have the right to elect irrevocably whether such dividends (i) will, not later than ninety (90) days after the close of the Plan Year in which the dividends are paid to the Trust, be paid in cash to the Member (or Beneficiary), or (2) will remain in the Member’s Plan Account and be reinvested in qualifying employer securities through the Eaton Common Shares Fund. For purposes of the immediately preceding sentence: A Member (or Beneficiary) shall be given a reasonable opportunity before a dividend is paid or distributed to the Member (or Beneficiary) in which to make such election; a Member (or Beneficiary) shall have a reasonable opportunity to change such election at least annually; and if there is a change in the Plan terms governing the manner in which dividends are paid or distributed to Members (or Beneficiaries), a Member (or Beneficiary) shall be given a reasonable opportunity to make an election under the new Plan terms prior to the date

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on which the first dividend subject to the new Plan terms is paid or distributed. If a Member (or Beneficiary) fails to make an affirmative election, one of the options offered may be treated as a default election.

Section 15.6 Voting Rights — All voting rights on Eaton Shares held in the Eaton Common Shares Fund shall be exercised by the Trustee only as directed by the Members acting in their capacity as “Named Fiduciaries” (as defined in Section 402 of ERISA) with respect to both allocated (whether provisionally or permanently) and (based on Eaton Shares attributable to Company Contributions allocated to their Accounts) unallocated shares in accordance with the provisions of the Trust Agreement.

Section 15.7 Tenders and Exchanges — All tender or exchange decisions with respect to Eaton Shares held in the Eaton Common Shares Fund shall be made only by the Members acting in their capacity as Named Fiduciaries with respect to both allocated (whether provisionally or permanently) and (based on any Eaton Shares attributable to Company Contributions and allocated to such Members’ Accounts) unallocated shares in accordance with the provisions of the Trust Agreement.

Section 15.8 Distribution of Company Contributions — Notwithstanding the provisions of Article XI, if the Member consents, distribution of the portion of a Member’s Company Contribution Account attributable to Company Contributions and earnings thereon shall be made in accordance with the following rules:

(i) the distribution shall commence not later than one (1) year after the close of the Plan Year:

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(x) in which the Member’s employment is terminated by reason of his Retirement, Disability or death, or

(y) which is the fifth (5th) Plan Year following the Plan Year in which the Member’s employment is terminated other than by Retirement, Disability or death, unless the Member is reemployed by the Company before such Year; and

(ii) the distribution shall be in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of

(x) five (5) years, or

(y) in the case of a Member whose Company Contribution Account balance attributable to Company Contributions and earnings thereon is in excess of $500,000, five (5) years plus one (1) additional year (but not more than five (5) additional years) for each $100,000 or fraction thereof by which such balance exceeds $500,000.

For purposes of this Section 15.8, if Eaton Shares acquired with the proceeds of an Acquisition Loan are credited to a Member’s Account, the distribution rules of this Section 15.8 shall not apply to those Shares (unless the Committee determines otherwise) until one (1) year after the last day of the Plan Year in which that Acquisition Loan has been repaid in full.

Section 15.9 Rights to Put Eaton Shares

(a) If Eaton Shares distributable to a Member or his Beneficiary are, at the time of the distribution, not publicly traded or are then subject to a trading limitation, the Member or Beneficiary will have an option (the “Put”) to require the Company to

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purchase all of the shares actually distributed to him or his Beneficiary. A “trading limitation” is a restriction under any federal or state securities law, or applicable regulation, or an agreement, which would make the Eaton Shares not as freely tradable as Eaton Shares not subject to the restriction. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Member or the Beneficiary only during the Option Period in which the former Member or Beneficiary receives a distribution of Eaton Shares.

(b) The “Option Period” is the sixty (60) day period following the day on which a Member or his Beneficiary receives a distribution. If the former Member or Beneficiary does not exercise the Put during that sixty (60) day period, the Option Period will also be the sixty (60) day period beginning on the twelve (12) month anniversary of the day on which the former Member or his Beneficiary receives a distribution. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law.

(c) The “Option Price” will be the fair market value of each Eaton Share as of the Valuation Date immediately preceding the date the Put is exercised, multiplied by the number of Shares to be sold under the Put, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions, or similar changes to the number of outstanding shares. The Option Price will be payable in cash and/or in installments beginning not later than thirty (30) days after the Company receives written notice of the election by the former Member or Beneficiary to exercise the Put.

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(d) If the distribution of Eaton Shares to the Member or his Beneficiary constituted a distribution within one (1) taxable year of the balance to the credit of the Member’s Account, the Company reserves the right to establish guidelines to be exercised in a uniform and nondiscriminatory manner to make payment for the shares subject to the Put on an installment basis in substantially equal annual, quarterly or monthly payments over a period not to exceed five years. The Company will pay reasonable interest at least annually on the unpaid balance of the Option Price and will provide to the Member or his Beneficiary adequate security with respect to the unpaid balance.

(e) The Put will not be assignable, except that the former Member’s donees or, in the event of a Member’s death, his personal representative, will be entitled to exercise the Put during the Option Period for which it is applicable.

(f) The Trustee in its discretion may, with the Company’s consent, assume the Company’s obligation under this Section at the time a former Member or Beneficiary exercise the Put. If the Trustee does assume the Company’s obligations, the provisions of this Section that apply to the Company will also apply to the Trustee.

(g) The Put will also apply to Eaton Shares that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Member or Beneficiary to whom the Put becomes applicable that the Eaton Shares held by the former Member or Beneficiary are subject to the Put for the remainder of the applicable Option Period and will inform the Member or Beneficiary of the terms of the Put. If the written notice is given later

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than ten days after the Eaton Shares cease to be publicly traded or become subject to a trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given.

(h) The Committee will notify each former Member or Beneficiary who is eligible to exercise the Put of the fair market value of each Eaton Share as soon as practicable following its determination. The Committee and the Company will send all notices required under this Section 15.9 to the last known address of a former Member or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address.

(i) The provisions of this Section 15.9 will continue to apply to Eaton Shares distributable under the Plan after the ESOP Feature ceases to constitute an “employee stock ownership plan” under Code Section 4975(e)(7).

Section 15.10 Restrictions on Transfer of Eaton Shares — Except as otherwise provided in this Article XV, Eaton Shares acquired through an Acquisition Loan will not be subject to a Put, call, or other option, or buy-sell or similar arrangement while held under the Plan or when distributed from the Plan to a Member or Beneficiary, whether or not the ESOP Feature then constitutes an “employee stock ownership plan” under Code Section 4975(e)(7). The provisions of the preceding sentence and of this Section 15.10 will continue to apply to Eaton Shares acquired through an Acquisition Loan after the loan has been satisfied and after the ESOP Feature ceases to constitute an “employee stock ownership plan” under Code Section 4975(e)(7).

Section 15.11 Appraisal Requirement If Employer Securities Not Readily Tradable — All valuations of any employer securities subject to the ESOP

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Feature that are not readily tradable on an established securities market with respect to activities carried on by the Plan shall be by an independent appraiser as required by Code Section 401(a)(28)(C).

ARTICLE XVI. ADMINISTRATIVE COSTS

All administrative costs, management fees and transaction costs and expenses of the Plan shall be paid by the Trustee from the Trust unless such costs, fees and expenses are paid by the Company. In accordance with procedures established by the Committee, administrative expenses attributable to the individual Account(s) of a Member or Beneficiary may be charged specifically to that Member’s or Beneficiary’s Account(s).

ARTICLE XVII. NON-ALIENATION OF BENEFITS

Except as provided in a qualified domestic relations order as defined in Code Section 414(p), and to the extent permitted by law, no benefit payable under the provisions of the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge and any attempt to do so shall be void; nor shall benefits be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of any Member or Beneficiary except as may be specifically provided in the Plan.

ARTICLE XVIII. NOTICES

Except as provided in Article XXIII, whenever a Company, the Committee or the Trustee is required to take action pursuant to a Deferred Compensation

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Agreement, authorization, request, selection or direction from an eligible Employee, a Member, Beneficiary or other person, such Agreement, authorization, request, selection or direction shall be in the manner or form prescribed by the Company, the Committee or the Trustee, as applicable, and except as otherwise specified herein notice thereof shall be given by such person to the Company, the Committee or the Trustee, as applicable, at least one month (or such shorter period as the Committee may permit by uniform rule) prior to the date such Agreement, authorization, request, selection or direction is to become effective.

ARTICLE XIX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

Section 19.1 Reservation of Right to Amend — Eaton expects to continue the Plan indefinitely but necessarily reserves the right to amend the Plan or to terminate, suspend, or discontinue the Plan and/or Company Contributions in whole or in part, at any time. The Committee shall have the exclusive authority to adopt any amendment to the Plan; provided that the Board shall have the exclusive authority to adopt amendments under which the Plan would be terminated or suspended or Plan benefits available to officers of Eaton would be increased significantly.

Section 19.2 Retroactivity — The Plan may be amended in any respect. Amendments may be retroactive if necessary or appropriate to qualify or maintain the Plan or Trust as a plan or trust meeting the requirements of Code Section 401, to secure and maintain the tax exemption of the Trust under Code Section 501, in order that the Company Contributions to the Plan be deductible under Code Section 404(a) and Regulations issued thereunder, to reflect permitted changes or enhancements

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becoming effective during the Plan Year, or to facilitate the merger or consolidation of the Plan with other qualified plans.

Section 19.3 Termination — In the event of a termination of the Plan in whole or in part or upon the complete discontinuance of Company Contributions, a Member affected by such termination or discontinuance shall remain vested in his Account. Accounts of affected Members shall be settled and distributed under the provisions of Article XI. Notwithstanding the provisions of this Section 19.3, no distribution shall be made to a Member of any portion of the balance of his Deferred Compensation Contributions Sub-Account on account of Plan termination (other than a distribution made in accordance with Article XI or required in accordance with Code Section 401(a)(9)) unless (i) neither the Company nor any Controlled Group Member establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of the eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24-month period beginning 12 months before the Plan termination, and (ii) the distribution the Member receives is a “lump sum

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distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof.

Section 19.4 Provision Against Diversion; Exclusive Benefit — It shall be impossible, at any time prior to the satisfaction of all liabilities with respect to Employees and their Beneficiaries under the Trust, for any part of the Trust to be (within the taxable year or thereafter) used for, or diverted to, purposes other than for the exclusive benefit of the Employees or their Beneficiaries. Notwithstanding the foregoing sentence, (A) if a contribution to the Trust is made by a Company by a mistake of fact, the excess of the amount contributed over the amount that would have been contributed had there not occurred a mistake of fact shall be returned to the Company if the Company so directs within one (1) year after the payment of such contribution, and (B) if a contribution to the Trust made by a Company is not fully deductible under Code Section 404 (or any successor thereto), such contribution, to the extent the deduction therefor is disallowed, shall be returned to the Company if the Company so directs within one year after the disallowance of the deduction. Earnings attributable to contributions returned to a Company pursuant to the preceding sentence may not be returned, but losses attributable thereto shall reduce the amount to be returned.

ARTICLE XX. PLAN MERGERS AND CONSOLIDATIONS; TERMS

Section 20.1 Merger or Consolidation — Any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust Fund to another trust fund held under, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Members of this Plan, shall be permitted only if:

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(i) each Member would, if either this Plan or the other plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then terminated; and

(ii) Eaton shall authorize such transfer of assets.

Section 20.2 Terms — Any such merger, consolidation or transfer, and any extension of the Plan by Eaton to employees of any division or subsidiary of Eaton as a successor to any other qualified or non-qualified plan maintained for such employees, shall be effected in accordance with such terms and conditions and transitional rules with respect to eligibility, vesting, distributions, investment options, withdrawals, reallocations and other matters as shall be specified by Eaton.

Section 20.3 Transfer From Stanley Aviation Corporation 401K Plan and Trust

(a) A transfer of assets was made to the Plan from the Stanley Aviation Corporation 401K Plan and Trust (the “Stanley Plan”) on April 3, 2006 (the “Transfer Date”), reflecting accounts under the Stanley Plan as of the date of transfer of those individuals who qualify as Employees hereunder and other individuals with accounts under the Stanley Plan with respect to whom such accounts are not subject to collective bargaining (each a “Transferee”), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.3.

(b) On and after the Transfer Date, except as otherwise expressly provided in this Section 20.3, the general provisions of the Plan shall govern with

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respect to the interests under the Stanley Plan of all persons, to the extent not inconsistent with any provisions of the Stanley Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(c) As of the Transfer Date, separate Accounts were established in accordance with the provisions of the Plan in the name of each Member or beneficiary with an interest under the Stanley Plan who is a Transferee. In addition to any credits or debits to the Account of the persons described in the immediately preceding sentence, in accordance with the Plan’s general provisions, as of the date the assets of the Stanley Plan were received by the Trustee and deposited in the Trust Fund there was credited to each such separate Account, as applicable, the value of such transferee’s prior separate account or sub account of the corresponding type under the Stanley Plan.

(d) Each separate Account established by reason of the transfer shall continue to be subject to the vesting schedule set forth in the Stanley Plan immediately prior to the Transfer Date, including related service crediting provisions.

(e) If a person who was a participant under the Stanley Plan incurred a forfeiture under the Stanley Plan prior to the Transfer Date and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the Stanley Plan as in effect prior to the Transfer Date, such forfeiture shall be restored under the Plan in the same manner and under the same conditions as such forfeiture would have been restored under the Stanley Plan as in effect prior to the Transfer Date. Any unapplied forfeiture under the Stanley Plan transferred to the Plan shall, as soon as

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practicable following the Transfer Date, be applied to reduce Company Contributions under the Plan.

(f) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the Stanley Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the Stanley Plan in effect at the time the loan was granted.

(g) Notwithstanding any other provision of the Plan to the contrary, each beneficiary designation under the Stanley Plan prior to the Transfer Date shall apply to the separate Account(s) established under the Plan with respect to the Stanley Plan, unless or until the applicable Member designates a new Beneficiary, in which case the general provisions of the Plan shall apply.

Section 20.4 Merger of EMC Engineers, Inc. 401(K) Plan

(a) A transfer of assets was made to the Plan from the EMC Engineers, Inc. 401 (k) Plan and its related trust (the “EMC Plan”) on October 13, 2010 (the “Merger Date”), reflecting accounts under the EMC Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the EMC Plan (each a “Transferee”), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.4.

(b) On and after the Merger Date, except as otherwise expressly provided in this Section 20.4, the general provisions of the Plan shall govern with respect to the interests under the EMC Plan of all persons, to the extent not inconsistent with any provisions of the EMC Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

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(c) As of the Merger Date, separate Accounts were established in accordance with the provisions of the Plan in the name of each Member or beneficiary with an interest under the EMC Plan who is a Transferee. In addition to any credits or debits to the Account of the persons described in the immediately preceding sentence, in accordance with the Plan’s general provisions, as of the date the assets of the EMC Plan were received by the Trustee and deposited in the Trust Fund there was credited to each such separate Account, as applicable, the value of such transferee’s prior separate account or sub account of the corresponding type under the EMC Plan.

(d) Each separate Account established by reason of the transfer shall be fully vested and nonforfeitable.

(e) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the EMC Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the EMC Plan in effect at the time the loan was granted.

(f) Roth 401(k) contributions made under the EMC Plan prior to the Merger Date shall be separately accounted for and held subject to the following:

(1) There shall be established a Roth Account to reflect the amount of the Transfer Participant’s Roth 401 (k) contributions.

(2) Earnings, losses, and other credits and charges shall be allocated on a reasonable and consistent basis among a Transfer Participant’s Roth Account and his other accounts under the Plan. No amounts other than Roth 401 (k) contributions and properly attributable earnings shall be credited to a Transfer Participant’s Roth Account.

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(3) If excess contributions are to be distributed from a Highly Compensated Employee’s Deferred Compensation Contributions Account in accordance with the provisions of Section 5.7, the excess contributions shall be deemed to consist first of Roth 401(k) contributions.

(4) If excess Deferred Compensation Contributions are to be distributed as provided in paragraph (3) of this Section 20.4(f) and a Member is eligible to make catch-up contributions for the year, the excess to be recharacterized as catch-up contributions shall be deemed to consist first of Deferred Compensation Contributions.

(5) If the Plan includes Deferred Compensation Contributions in determining contribution percentages for Highly Compensated Employees and does not satisfy the average contribution percentage test described in Section 5.7, any excess contributions that are to be distributed from a Highly Compensated Employee’s Deferred Compensation Contributions Account in order to satisfy the average contribution percentage test shall be deemed to consist first of Roth 401(k) contributions.

(6) If excess Deferred Compensation Contributions are to be distributed as provided in paragraph (5) of this Section 20.4(f) and a Member is eligible to make catch-up contributions for the year, the excess to be recharacterized as catch-up contributions shall be deemed to consist first of Deferred Compensation Contributions.

(7) In-service withdrawals from a Transfer Participant’s Roth Account may be made in accordance with the provisions of Article X if the Transfer

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Participant has incurred a hardship, as defined in accordance with the terms of Section 10.2. Any hardship withdrawal of Roth 401(k) contributions shall be subject to the same limitations and restrictions described in Article X as applicable to a hardship withdrawal of Deferred Compensation Contributions.

ARTICLE XXI. MISCELLANEOUS

Section 21.1 Incapacity — If any Member, former Member, or Beneficiary, in the judgment of the Committee, is legally, physically or mentally incapable of personally receiving and acknowledging receipt for any payment due hereunder, payment may be made to the guardian, conservator or other legal representative of such Member, former Member or Beneficiary or to such other person or institution who, in the opinion of the Committee, then has effective legal custody of such Member, former Member or Beneficiary. Such payments shall constitute a full discharge with respect to such payments.

Section 21. Limitation of Rights — Nothing contained herein or in the Trust Agreement shall entitle any Member, former Member, Beneficiary or any other person to the right or privilege of examining or having access to the books or records of Eaton, any Company, the Committee or the Trustee; nor shall any such person have any right, legal or equitable, against Eaton or a Company, or any director, officer, employee, agent or representative thereof, or against the Committee or the Trustee, except as expressly provided herein.

Section 21.3 No Right to Employment — Participation in the Plan shall not be construed as conferring any legal rights upon any Member for a continuation of employment nor shall it interfere with the rights of Eaton or any Company to terminate

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any Member’s employment or otherwise treat him without regard to the effect which such treatment might have upon him as a Member.

Section 21.4 Rights Relating to the Trust — No Employee, Member, Beneficiary or other person shall have any interest in or right to any part of the corpus, income or earnings of the Trust Fund or any part of the assets of the Plan except as and only to the extent provided by the terms of the Plan.

Section 21.5 Limitation on Participation by Persons in Foreign Countries — A person employed in a foreign country shall not be eligible to participate in the Plan if his participation would result in legal, administrative, financial or other difficulties under local laws, regulations or other restrictions, as determined by Eaton under rules uniformly applicable to all persons similarly situated. Contributions or benefits for individuals who are citizens of the United States and employees of a foreign or domestic subsidiary of Eaton may be provided for such individuals consistent with Code Sections 406 and/or 407 pursuant to appropriate action by Eaton and such subsidiary.

Section 21.6 Uniformed Services — Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

If a Member who is absent from employment as an Employee because of military service dies after December 31, 2006, while performing qualified military service (as defined in Code Section 414(u)), the Member shall be treated as having returned to employment as an Employee on the day immediately preceding his death for purposes of determining the Member’s vested interest in his Accounts and his Beneficiary’s

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eligibility for a death benefit under the Plan. Notwithstanding the foregoing, except as otherwise specifically provided elsewhere in the Plan, such a Member shall not be entitled to additional contributions with respect to his period of military leave.

Section 21.7 Profit-Sharing Plan Feature — The portion of the Plan that is not the ESOP Feature is intended to be and shall be a profit-sharing plan for all purposes of the Code, ERISA, and any other relevant purpose, notwithstanding that contributions may or may not be made without regard to current or accumulated profits of the employer or without regard to whether contributions may be discretionary.

Section 21.8 Miscellaneous Investment Proceeds — Any funds received by the Plan that do not relate to investments held under the Plan for current Participants but instead relate to investments held previously under the Plan or any plan merged with the Plan for former participants whose benefits have been fully distributed shall be held in a separate account under the Plan and shall be applied in the manner permitted for forfeitures, if any, to pay Plan administrative expenses or to offset Company Matching Contributions otherwise owed to the Plan by the Company, as determined by the Committee in its sole discretion.

Section 21.9 Election of Former Vesting Schedule — If there is an amendment to the vesting schedule applicable to a Member’s Account because the Company adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s vested interest in his Account, the following special rules shall apply:

(a) In no event shall a Member’s vested interest in his Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such

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amendment is adopted, be less than his vested interest in his Account immediately prior to such date.

(b) In no event shall a Member’s vested interest in his Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Account immediately prior to the effective date of such amendment.

(c) Any Member with three or more years of vesting service shall have a right to have his vested interest in his Account (including amounts accrued following the effective date of such amendment) continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Member in his Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Member shall exercise his right under this Section by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he receives notice of the amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.

ARTICLE XXII. TRANSFER OF FUNDS: ROLLOVERS

Section 22.1 Transfer from Other Qualified Plans — With Eaton’s consent (by action of the Committee) a company may cause to be transferred to the Trustee all or any of the assets held in respect of any other plan or trust which satisfies the applicable requirements of the Code relating to qualified plans and trusts which is maintained by a company for the benefit of its common-law employees. Any assets

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transferred to the Plan shall be accompanied by written instructions from the company, or the trustee or custodian holding such assets, setting forth the employees for whose benefit such assets have been transferred and showing separately the respective contributions by the company and by the employees and the current values of the assets attributable thereto. Upon receipt of such assets and instructions the Trustee shall thereafter proceed in accordance with the provisions of the Plan.

Section 22.2 Transfer to Other Qualified Plans — Subject to Article XX, with Eaton’s consent (by action of the Committee) a Company by written direction to the Trustee may transfer some or all of the assets held under the Plan to another plan or trust meeting the requirements of the Code relating to qualified plans and trusts. Upon receipt of such written direction the Trustee shall cause to be transferred the assets so directed.

Section 22.3 Rollover Contributions — An Employee eligible to participate in the Plan, regardless of whether he has satisfied the eligibility requirements of the Plan, may elect to make a Rollover Contribution to the Plan by submitting to the Company or its designee a request at such time(s), in such form, and in such manner as the Company shall prescribe. The Employee shall deposit such Rollover Contribution with the Trustee. “Rollover Contribution” shall mean any rollover amount or rollover contribution defined in Code Section 402(c) or Section 403(a)(4) (relating to certain lump-sum distributions from an employee’s trust or employee annuity described in Code Section 402(a) or Section 403(a)), or Code Section 408(d)(3) (relating to certain distributions from an individual retirement account or an individual retirement annuity) or former Code Section 409(b)(3)(C) (relating to certain distributions from a retirement

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bond), provided, however, that it shall not include a transfer of “accumulated deductible employee contributions” within the meaning of Code Section 72(o)(5) or a transfer of “after-tax” amounts. Any Rollover Contribution from an individual retirement account shall be limited to individual retirement accounts which contain only amounts rolled over into such individual retirement account from another qualified plan plus the income and gains thereon. Further, Rollover Contribution shall mean and the Plan will accept from an Employee eligible to participate in the Plan, regardless of whether he has satisfied the eligibility requirements of the Plan, in the same manner as provided in or prescribed by this Section 22.3, participant rollover contributions and/or direct rollovers of distributions from the following types of plans:

(1) The Plan will accept a direct rollover of an eligible rollover distribution from (a) a qualified plan described in Code Section 401(a) or Section 403(a), excluding after-tax employee contributions, (b) a qualified plan described in Code Section 401(a) or Section 403(a), including after-tax employee contributions, (c) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions and (d) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(2) The Plan will accept a participant contribution of an eligible rollover distribution from (a) a qualified plan described in Code Section 401(a) or Section 403(a), (b) an annuity contract described in Code Section 403(b) and (c) an eligible plan under Code Section 457(b) which is maintained by a state,

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political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(3) The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or Section 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.

Moreover, any Member who is a former Employee who accrued a benefit under the Pension Plan for Eaton Corporation Employees (the “Pension Plan”) may in the same manner elect to make a Rollover Contribution of any portion of his distribution from the Pension Plan which constitutes an “eligible rollover distribution” within the meaning of Code Section 402(c)(4).

The Company may require an Employee or Former Employee to provide it or its designee with such information as it deems necessary or desirable to show that the requested Rollover Contribution qualifies as a contribution that may be rolled over to a qualified plan. In the event an Employee or former Employee makes a Rollover Contribution, such Rollover Contribution shall become part of the Fund and it shall be maintained in a separate, fully-vested account, which shall be separate from the other Accounts for such Employee or former Employee. Such Rollover Account shall be invested as directed by the Employee or former Employee in the same manner, but pursuant to a separate election, as a Regular Account and Regular Contributions in accordance with Article VI. The adjustment of Accounts made pursuant hereto shall be made separately with respect to a Member’s Rollover Contribution account and his other Accounts.

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ARTICLE XXIII. SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT

Section 23.1 Definitions — For purposes of this Article XXIII, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context. Definitions in Section 2.1 of the Plan shall also apply where required by the context.

(i) “Participant” means each person who made the contributions described in Section 23.2 under the terms of the Plan as in effect at the relevant times.

(ii) “Voluntary Deductible Account” means the Participant’s voluntary contributions to the Plan which were deductible by the participant for Federal income tax purposes, and the income, losses, appreciation and depreciation attributable to such contributions.

Section 23.2 Deductible Employee Contributions — Prior to December 31, 1986 a Participant could make voluntary contributions which were deductible by the Participant for Federal income tax purposes. Each such contribution was paid in cash by the Participant to the Company in such manner and at such times as the Committee determined (including payments by means of payroll deductions), and no later than the end of the taxable year of the Participant who made such contributions, provided that such deadline could be extended until March 15 of the following calendar year (or until April 15, if required by Internal Revenue Service Regulations), if the Committee elected to have Code Section 219(f)(3)(B) apply. The Company transmitted deductible voluntary contributions received by it to the Trust for crediting to Voluntary Deductible Accounts. Such amounts were credited to the Voluntary Deductible

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Accounts of Participants in accordance with the certification of the Committee as to the names of the contributing Participants and the amounts contributed by each Participant.

The contributions by a Participant to his Voluntary Deductible Account with respect to any one taxable year of such Participant to this Plan and all other qualified plans (including individual retirement accounts) could not exceed the lesser of:

(i) $2,000.00, or

(ii) 100% of his compensation (as defined in Code Section 219(f)(1) and in Internal Revenue Service Regulations) for such taxable year.

No contributions could be made by a Participant to his Voluntary Deductible Account with respect to the taxable year of the Participant during which he attained age 70 1/2 and the taxable years thereafter or after December 31,1986.

Section 23.3 Irrevocable Election of Deductible Contributions — Each Participant who made a contribution described in Section 23.2 was deemed to have also elected to have his contribution treated as a qualified voluntary employee contribution deductible by him as a retirement savings contribution under Code Section 219(a). Such election shall be irrevocable from and after the date each contribution was made by the Participant. Notwithstanding the foregoing, neither any Company, the Investment Committee, the Committee, the Trustee, nor the Plan assumes any responsibility for the income tax treatment of any contributions described in Section 23.2, as deductibility of such contributions depends on employee circumstances extraneous to the Plan, including but not limited to employee participation in retirement savings programs unrelated to any of the Company’s

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programs. All deductible voluntary contributions by a Participant that exceeded the limits set forth in Section 23.2 shall be returned to the Participant.

Section 23.4 Valuation of Voluntary Deductible Account; Records — Voluntary Deductible Accounts shall be subject to the provisions of Article VII.

Section 23.5 Investment of Voluntary Deductible Accounts — Voluntary Deductible Accounts shall be subject to the provisions of the Plan pertaining to investments in the same manner as Accounts attributable to Regular Contributions and Deferred Compensation Contributions.

Section 23.6 Withdrawals from Voluntary Deductible Account

(a) Ordinarily, no distributions may be made to a Participant from his Voluntary Deductible Account prior to the date on which he becomes age 59-1/2, except that distribution of all or part of a Participant’s Voluntary Deductible Account may be made prior to a Participant’s becoming age 59-1/2 on account of the Participant’s death, disability within the meaning of the Code Section 72(m)(7) and Regulations pursuant thereto, or separation from service, and except that a Participant may by notice to the Committee withdraw all or apart of his Voluntary Deductible Account. All distributions and withdrawals from Voluntary Deductible Accounts shall comply with the terms for such distributions and withdrawals set by the Committee. Any balance of a Participant’s Voluntary Deductible Account not previously withdrawn shall, upon notice to the Committee by the Participant, be paid to the Participant following his separation from service or, in the event of his death, to his Beneficiary in the same manner as other amounts payable upon those events.

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(b) No portion of a Participant’s Voluntary Deductible Account shall be assigned, pledged as security for a loan, loaned to a Participant, or applied toward the purchase of life insurance.

(c) All or any portion of a Participant’s Voluntary Deductible Account (including any portion thereof attributable to a transfer of “accumulated deductible employee contributions,” as defined below) may be transferred, at the election of a Participant, to any other plan or trust or individual retirement plan which satisfies the applicable requirements of the Code and Internal Revenue Service Regulations relating to acceptance of “accumulated deductible employee contributions.” A Participant may not make such election with respect to his Voluntary Deductible Account if he has made another such election with respect to his Voluntary Deductible Account within the preceding 12 months.

(d) A Participant may request the Committee in writing to allow a transfer into his Voluntary Deductible Account of any amount or amounts that constitute “accumulated deductible employee contributions,” within the meaning of Code Section 72(o)(5). The Committee shall determine on a non-discriminatory basis whether or not such transfer shall be allowed. Any such written request may be made only once within a 12-month period, and shall set forth the proposed transfer amount and proof, satisfactory to the Committee, that such transfer constitutes a transfer of “accumulated deductible employee contributions.” Any such transfer shall comply with all applicable requirements of the Code and Internal Revenue Service Regulations. Any such transfers shall be treated as accumulated contributions to a Participant’s Voluntary Deductible Account.

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Section 23.7 Administrative Costs — Brokerage fees, commissions, transfer taxes and administrative costs and expenses of Voluntary Deductible Accounts shall be borne by such Accounts unless paid by the Company.

ARTICLE XXIV. TOP-HEAVY PLAN REQUIREMENTS

Section 24.1 Definitions — For the purposes of this Article XXIV, the following terms, when used with initial capital letters, shall have the following respective meanings:

(1) “Aggregation Group”: Permissive Aggregation Group or Required Aggregation Group, as the context shall require.

(2) “Compensation”: All remuneration of an Employee from the Company, excluding, however, any amounts in excess of the limits under Code Section 401 (a)(17).

(3) “Defined Benefit Plan”: A qualified plan which is not a defined contribution plan.

(4) “Defined Contribution Plan”: A qualified plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant’s account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which may be allocated to the participant’s account.

(5) “Determination Date”: For any Plan Year, the last day of the immediately preceding Plan Year or, in the case of the first Plan Year, the last day of such Plan Year.

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(6) “Former Key Employee”: A Non-Key Employee with respect to a Plan Year who was a Key Employee in a prior Plan Year. Such term shall also include his Beneficiary in the event of his death.

(7) “Key Employee”: An Employee or former Employee (including any deceased Employee) who, at any time during the Plan Year that includes the Determination Date, is (i) an officer of a Company (as the term “officer” is limited in Code Section 416(i)(1)(A)), having an annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), (ii) a 5-percent owner (as such term is defined in Code Section 416(i)(1 )(B)(i)) or (iii) a 1 -percent owner (as such term is defined in Code Section 416(i)(1)(B)(ii)) having an annual Compensation of more than $150,000. For purposes of this paragraph (7), the term Compensation shall mean compensation within the meaning of Code Section 415(c)(3), as further described in Section 5.5. The term a “Key Employee” shall also include such Employee’s Beneficiary in the event of his death.

(8) “Non-Key Employee”: An Employee or former Employee who is not a Key Employee. Such term shall also include his Beneficiary in the event of his death.

(9) “Permissive Aggregation Group”: The group of qualified plans of the Company consisting of:

(a) the plans in the Required Aggregation Group; plus

(b) one or more plans designated from time to time by the Committee that are not part of the Required Aggregation Group but that satisfy the

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requirements of Code Sections 401(a)(4) and 410 when considered with the Required Aggregation group.

(10) “Required Aggregation Group”: The group of qualified plans of the Company consisting of:

(a) each plan in which a Key Employee participates in the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years; plus

(b) each other plan which during such period enables a plan in which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410.

For purposes of this definition, the group of qualified plans of the Company shall also include any plan described in either (a) or (b) above and which has been formally terminated, ceased crediting service for benefit accruals and vesting or has been or is distributing all plan assets to participants if such plan was maintained by the Company within the five (5) years ending on the Determination Date.

(11) “Top-Heavy Account Balance”: A Member’s (including a Member who has received a total distribution from this Plan) or a Beneficiary’s aggregate balance standing to his Account as of the Valuation Date coinciding with or immediately preceding the Determination Date; provided, however, that (i) such balance shall include the aggregate distributions made during the one (1) year period ending on the Determination Date (including distributions under a terminated plan which if it had not been terminated would have been included in

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a Required Aggregation Group); except that in the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five (5) year period” for “one (1) year period” and (ii) if an Employee or former Employee has not performed any service for any Company maintaining the Plan at any time during the one (1) year period ending on the Determination Date, his Account (and/or the Account of his Beneficiary) shall not be taken into account.

(12) “Top-Heavy Group”: An Aggregation Group if, as of a Determination Date, the aggregate present value of accrued benefits for Key Employees in all plans in the Aggregation Group (whether Defined Benefit Plans or Defined Contribution Plans) is more than sixty percent (60%) of the aggregate present value of accrued benefits for all employees in such plans.

(13) “Top-Heavy Plan”: See Section 24.2.

Section 24.2 Determination of Top-Heavy Status

(a) Except as provided in Section 24.2(b), the Plan shall be a Top-Heavy Plan if, as of a Determination Date:

(1) the aggregate of Top-Heavy Account Balances for Key Employees is more than sixty percent (60%) of the aggregate of all Top-Heavy Account Balances, excluding for this purpose the aggregate Top-Heavy Account Balances of Former Employees; or

(2) if the Plan is included in a Required Aggregation Group which is a Top-Heavy Group.

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(b) If the Plan is included in a Permissive Aggregation Group which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under Section 24.2(a).

Section 24.3 Top-Heavy Plan Requirements — If the Plan is a Top-Heavy Plan for any Plan Year, the Plan shall then satisfy the following requirements for such Plan Year:

(a) The minimum vesting requirement as set forth in Section 24.4.

(b) The minimum contribution requirement as set forth in Section 24.5. Notwithstanding any other provisions of the Plan to the contrary, however, the top-heavy requirements of Code Section 416 and this Article XXIV shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement that meets the requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met.

Section 24.4 Minimum Vesting Requirement — The minimum vesting requirement is satisfied by the provisions of Article VIII.

Section 24.5 Minimum Contribution Requirement — If the Plan is a Top-Heavy Plan for any Plan Year:

(a) Each Non-Key Employee who is eligible to share in any Company contribution for such Plan Year and who is employed by the Company on the last day of such Plan Year shall be entitled to receive an allocation of such contribution which is at least equal to the lesser of three percent (3%) of his Compensation for such Plan Year or the largest percentage of Compensation that is allocated as a Company Contribution

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and/or Deferred Compensation Contribution for such Plan Year to the Account of any Key Employee, except that if the Plan is part of a Required Aggregation Group and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation percentage shall be three percent (3%). Any such minimum contribution shall be made without regard to whether or not the Non-key Employee has made Regular or Deferred Contributions and to the Hours of Service of such Employee during Plan Year. Company Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Company Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401 (m) of the Code.

(b) For purposes of Section 24.5(a), contributions taken into account with respect to a Key Employee shall include like contributions under all other Defined Contribution plans in a Required Aggregation Group, excluding any such plan in the Required Aggregation Group if that plan enables a Defined Benefit Plan in such Required Aggregation Group to meet the requirements of Code Section 401(a)(4) or Code Section 410. Moreover, Deferred Compensation Contributions on behalf of Key Employees are taken into account in determining the minimum required contribution.

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(c) The percentage minimum contribution requirement set forth in Section 24.5(a) may be reduced in accordance with Section 24.6(b).

Section 24.6 Coordination With Other Plans

(a) In applying this Article XXIV, a Company and all Controlled Group Members shall be treated as a single employer, and the qualified plans maintained by such single employer shall be taken into account.

(b) In the event that another Defined Contribution Plan or Defined Benefit Plan maintained by the Company provides contributions or benefits on behalf of Members in this Plan, such other plan(s) shall be taken into account in determining whether this Plan satisfies Section 24.3; and, the minimum contribution required for a Non-Key Employee in this Plan under Section 24.5 will be reduced or eliminated if the Company maintains another qualified plan under which such minimums are required to be provided.

(c) In the event a Defined Benefit Plan maintained by the Company provides benefits on behalf of Members in this Plan, the provisions contained in Section 24.6(d) shall be applied in order to preclude either required duplication or inappropriate omission of minimum benefits or contributions.

(d) Each Non-Key Employee for whom a minimum contribution is required under Section 24.5 and for whom a minimum benefit is required under a Defined Benefit Plan maintained by the Company shall be provided with the minimum benefit under the Defined Benefit Plan(s), provided that such benefit shall be reduced by an amount (but such reduction shall not result in a minimum benefit of less than zero) of benefits which (if the benefits provided under this

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Plan were converted to a benefit under the Defined Benefit Plan(s)) is the actuarial equivalent of the benefits provided by the vested portion of the Non-Key Employee’s account balance (including any prior distributions or withdrawals therefrom) in this Plan determined as of the Determination Date of the Plan Year for which the minimum benefit is to be provided and shall not be provided with such minimum contribution under this Plan.

Section 24.7 Actuarial Assumptions — For purposes of this Article, the actuarial assumptions which shall be used are those that are set forth in the Pension Plan.

Section 24.8 Construction — The term “present value of accrued benefits” as used in this Article shall in all appropriate cases include account balances of affected Employees.

ARTICLE XXV. EFFECTIVE DATES

Section 25.1 General — Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2010. Unless and to the extent otherwise expressly provided in this amendment and restatement of the Plan, no provision of this amendment and restatement of the Plan shall be construed to expand the definition of eligible employees, change accrued benefits, or otherwise change any substantive provision of the Plan as in effect prior to January 1, 2010, with respect to periods prior to January 1, 2010. The provisions of this amendment and restatement supersede those of any prior restatement to the extent inconsistent herewith.

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Section 25.2 Legal Compliance Effective Date Provisions — Except as otherwise expressly provided herein, each change made to the Plan by this amendment and restatement for the purpose of satisfying a provision of (i) Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) (with technical corrections made by the Job Creation and Worker Assistance Act of 2002), (ii) American Jobs Creation Act of 2004, (iii) Katrina Emergency Tax Relief Act of 2005, (iv) Gulf Opportunity Zone Act of 2005, (v) Pension Protection Act of 2006 (“PPA”), (vi) U.S. Troop Readiness, Veterans’ Care, Katrina Recovery, and Iraq Accountability Appropriations Act, 2007, (vii) Heroes Earnings Assistance and Relief Act of 2008 (“Heart Act”), (viii) Emergency Stabilization Act of 2008, (ix) Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), (x) any other change in the Code or ERISA, or (xi) regulations, rulings, or other published guidance issued under the Code, ERISA or the legislative enactments listed above (a “Compliance Amendment”), shall be effective as of the first date such change became required by reason of such provision and shall also be effective with respect to any plan merged into the Plan as of the first date such change became required by reason of such provision (including for periods prior to the merger date to the extent so required), and accordingly is also an amendment of any plan merged into the Plan for this purpose. This provision shall be effective to amend any plan merged into the Plan only with respect to Compliance Amendments, and shall not be construed to expand the definition of “eligible employee,” change benefit rates, or otherwise change any substantive provision of any plan merged into the Plan that is not directly affected by a Compliance Amendment prior to the merger date. This amendment and restatement is intended as good faith compliance

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with the requirements of legislative enactments described above and is to be construed in accordance with guidance issued thereunder.


	EATON CORPORATION

12/21, 2010	By:	/s/ James W. McGill
Cleveland, Ohio		Executive Vice President and Chief Human Resources Officer

	And by	/s/ Mark M. McGuire
		Executive Vice President and General Counsel

11514047.7

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EXECUTION COPY

FOURTH AMENDMENT

EATON SAVINGS PLAN

2010 Restatement

The Eaton Savings Plan, presently maintained under an amended and restated document made effective generally as of January 1, 2010 (the “Plan”), as amended, is hereby further amended effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, in the following respects:

1. New sentences are added to end of Section 1.1 of the Plan to provide as follows:

Further, the Plan was amended in a variety of other respects, including to reflect automatic enrollment, several plan mergers, and a corporate merger involving Cooper Industries plc and to reflect related changes in investment of the Eaton Common Shares Fund.

2. Section 2.1(iv) of the Plan is hereby amended to provide as follows:

(iv) “Board”: The Board of Directors of Eaton Corporation plc.

3. Section 2.1(xvii) of the Plan is hereby amended to provide as follows:

(xvii) “Eaton Shares”: Ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

4. Section 5.3(d) of the Plan is hereby amended to provide as follows:

the form of Eaton Corporation plc treasury shares or authorized but previously unissued Eaton Shares, of Value on the date of delivery equal to the cash amount of the Company Contribution. Notwithstanding the immediately preceding sentence, any Eaton Shares delivered to the Trustee in respect of a Company Matching Contribution under Section 5.3(b) shall be valued at fair market value at the time of delivery to the Trustee equal to the cash amount of the Company Contribution under Section 5.3(b) with respect to which the delivery to the Trustee of Eaton Shares is made.

5. Section 6.5 of the Plan is hereby amended to replace “stock” with “shares” in the one place “stock” appears.

6. The first sentence of Section 15.3(b) of the Plan is hereby amended in its entirety to read as follows:

For each ESOP Allocation Period, and in any event no later than the last day of a Plan Year, a fractional part of the Eaton Shares (representing a portion of the Eaton Shares) then held in a Suspense Account will be released for allocation to Members’ Accounts.

7. Section 15.3(d) of the Plan is hereby amended to replace “stock” with “shares” in the one place “stock” appears.

8. Section 15.3(g) of the Plan is hereby amended by deleting the parenthetical “(including fractions thereof)” in the one place the parenthetical appears.

9. Section 15.9(c) of the Plan is hereby amended to replace “stock” with “shares” in each place “stock” appears.

10. Section 21.2 of the Plan is hereby amended to provide as follows:

Section 21.2 Limitation of Rights — Nothing contained herein or in the Trust Agreement shall entitle any Member, former Member, Beneficiary or any other person to the right or privilege of examining or having access to the books or records of Eaton Corporation plc, Eaton, any Company, the Committee or the Trustee; nor shall any such person have any right, legal or equitable, against Eaton Corporation plc, Eaton or a Company, or any director, officer, employee, agent or representative thereof, or against the Committee or the Trustee, except as expressly provided herein.

11. Article XXI of the Plan is hereby amended by the addition of a new Section 21.10 to read as follows:

Section 21.10 Issuance of Eaton Shares — Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

* * *

EXECUTED AT Cleveland, Ohio, this 29 ^th day of November, 2012.

EATON CORPORATION

By:

/s/ Cynthia K. Brabander

Title:

EVP & CHRO

Exhibit 4.15

EATON PERSONAL INVESTMENT PLAN

2010 Restatement

TABLE OF CONTENTS

PREAMBLE


ARTICLE I DEFINITIONS		9

1.1	Plan Definitions	9
1.2	Interpretation	13

ARTICLE II SERVICE		14

2.1	Definitions	14
2.2	Crediting of Hours of Service	14
2.3	Crediting of Continuous Service	14
2.4	Eligibility Service	15
2.5	Vesting Service	15

ARTICLE III ELIGIBILITY		16

3.1	Eligibility	16
3.2	Transfers of Employment	16
3.3	Reemployment	16
3.4	Notification Concerning New Eligible Employees	16
3.5	Effect and Duration	16

ARTICLE IV TAX-DEFERRED CONTRIBUTIONS		17

4.1	Tax-Deferred Contributions	17
4.2	Amount of Tax-Deferred Contributions	17
4.3	Changes in Reduction Authorization	17
4.4	Suspension of Tax-Deferred Contributions	17
4.5	Resumption of Tax-Deferred Contributions	18
4.6	Delivery of Tax-Deferred Contributions	18
4.7	Vesting of Tax-Deferred Contributions	18
4.8	Catch-Up Contributions	18

ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS		19

5.1	After-Tax Contributions	19

(i)


5.2	Amount of After-Tax Contributions by Payroll Withholding	19
5.3	Changes in Payroll Withholding Authorization	19
5.4	Suspension of After-Tax Contributions by Payroll Withholding	19
5.5	Resumption of After-Tax Contributions by Payroll Withholding	20
5.6	Rollover Contributions	20
5.7	Delivery of After-Tax Contributions	20
5.8	Vesting of After-Tax Contributions and Rollover Contributions	20
5.9	Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions	20

ARTICLE VI EMPLOYER CONTRIBUTIONS		21

6.1	No Employer Contributions	21

ARTICLE VII LIMITATIONS ON CONTRIBUTIONS		22

7.1	Definitions	22
7.2	Code Section 402(g) Limit	24
7.3	Distribution of Excess Deferrals	25
7.4	Limitation on Tax-Deferred Contributions of Highly Compensated Employees	26
7.5	Determination and Distribution of Excess Tax-Deferred Contributions	27
7.6	Limitation on Certain Contributions, Including After-Tax Contributions of Highly Compensated Employees	28
7.7	Determination and Forfeiture or Distribution of Excess Contributions	29
7.8	Miscellaneous ADP/ACP Testing Provisions	29
7.9	Determination of Income or Loss	30
7.10	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	30
7.11	Coverage Under Other Qualified Defined Contribution Plan	31
7.12	Correction Provision	31
7.13	Scope of Limitations	31

ARTICLE VIII TRUST FUNDS AND SEPARATE ACCOUNTS		32

8.1	General Fund	32
8.2	Investment Funds	32
8.3	Loan Investment Fund	32

(ii)


8.4	Income on Trust	33
8.5	Separate Accounts	33
8.6	Sub-Accounts	33
8.7	Voting of Employer Stock and Procedures Regarding Tender Offers	33

ARTICLE IX LIFE INSURANCE CONTRACTS		34

9.1	No Life Insurance Contracts	34

ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		35

10.1	Future Contribution Investment Elections	35
10.2	Deposit of Contributions	35
10.3	Fund Transfers	35
10.4	Investment of Employer Contributions	35
10.5	Diversification of Employer Stock	36

ARTICLE XI CREDITING AND VALUING SEPARATE ACCOUNTS		37

11.1	Crediting Separate Accounts	37
11.2	Valuing Separate Accounts	37
11.3	Plan Valuation Procedures	37
11.4	Finality of Determinations	38
11.5	Notification	38

ARTICLE XII LOANS		39

12.1	Application for Loan	39
12.2	Reduction of Account Upon Distribution	39
12.3	Requirements to Prevent a Taxable Distribution	39
12.4	Administration of Loan Investment Fund	40
12.5	Default	40
12.6	Special Rules Applicable to Loans	41
12.7	Loans Granted Prior to Amendment or Upon Plan Merger	41

ARTICLE XIII WITHDRAWALS WHILE EMPLOYED		42

13.1	Withdrawals of After-Tax Contributions	42
13.2	Withdrawals of Rollover Contributions	42
13.3	Withdrawals of Tax-Deferred Contributions	42

(iii)


13.4	Limitations on Withdrawals Other than Hardship Withdrawals	42
13.5	Conditions and Limitations on Hardship Withdrawals	42
13.6	Order of Withdrawal from a Participant's Sub-Accounts	44
13.7	Restrictions on Withdrawal of Certain Transferred Amounts	44
13.8	HEART Act Reservist Withdrawals	44

ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE		45

14.1	Termination of Employment and Settlement Date	45

ARTICLE XV DISTRIBUTIONS		46

15.1	Distributions to Participants	46
15.2	Distributions to Beneficiaries	46
15.3	Cash Outs and Participant Consent	46
15.4	Required Commencement of Distribution	47
15.5	Minimum Distribution Requirements	47
15.6	Reemployment of a Participant	51
15.7	Restrictions on Alienation	51
15.8	Facility of Payment	52
15.9	Unclaimed Accounts	52
15.10	Distribution Pursuant to Qualified Domestic Relations Orders	53
15.11	Default to Discontinue 2009 RMDs	53

ARTICLE XVI FORM OF PAYMENT		54

16.1	Form of Payment	54
16.2	Direct Rollover	54
16.3	Notice Regarding Form of Payment	55
16.4	Distribution in the Form of Employer Stock	55

ARTICLE XVII BENEFICIARIES		56

17.1	Designation of Beneficiary	56
17.2	Spousal Consent Requirements	56

ARTICLE XVIII ADMINISTRATION		57

18.1	Committee	57
18.2	Fiduciary Responsibility	57

(iv)


18.3	Committee Power and Rules	58
18.4	Reliance	58
18.5	Indemnification	58
18.6	Claims Review Procedure	59
18.7	Qualified Domestic Relations Orders	59

ARTICLE XIX AMENDMENT AND TERMINATION		61

19.1	Amendment	61
19.2	Limitation on Amendment	61
19.3	Termination	61
19.4	Reorganization	62
19.5	Withdrawal of an Employer	62

ARTICLE XX ADOPTION BY RELATED COMPANIES		64

20.1	Adoption by Related Companies	64
20.2	Extension of Coverage	64
20.3	Effective Plan Provisions	64

ARTICLE XXI MISCELLANEOUS PROVISIONS		65

21.1	No Commitment as to Employment	65
21.2	Benefits	65
21.3	No Guarantees	65
21.4	Expenses	65
21.5	Precedent	65
21.6	Duty to Furnish Information	65
21.7	Withholding	66
21.8	Merger, Consolidation, or Transfer of Plan Assets	66
21.9	Back Pay Awards	66
21.10	Condition on Employer Contributions	66
21.11	Return of Contributions to an Employer	67
21.12	Validity of Plan	67
21.13	Trust Agreement	67
21.14	Parties Bound	67
21.15	Application of Certain Plan Provisions	67

(v)


21.16	Leased Employees	68
21.17	Transferred Funds	68
21.18	Certain Provisions Not Applicable to Bargaining Units	68
21.19	Uniformed Services	68
21.20	Transfer from Other Qualified Plans	69
21.21	Transfer to Other Qualified Plans	69

ARTICLE XXII EFFECTIVE DATE		70

22.1	General	70
22.2	Legal Compliance Effective Date Provisions	70

(vi)

PREAMBLE

The Eaton Personal Investment Plan (known for periods prior to January 1, 2002, as the “Eaton Corporation 401(k) Savings Plan”) (the “Plan”), originally effective as of July 1, 1996, and presently maintained under an amended and restated document made effective January 1, 2002, as amended, is hereby amended and restated in its entirety effective January 1, 2010, and such other dates as are expressly provided herein. The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Section 401(a) of the Code, and includes a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in his Separate Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date.

ARTICLE I

DEFINITIONS

1.1 Plan Definitions

As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

The “ Administrator ” means the Sponsor unless the Sponsor designates another person or persons to act as such.

An “ After-Tax Contribution ” means any after-tax employee contribution made by a Participant as may be permitted under Article V.

The “ Beneficiary ” of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.

The “ Board ” means the Board of Directors of the Sponsor.

The “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The “ Committee ” means the Pension Administration Committee appointed by the Board to which various fiduciary and administrative functions have been allocated.

The “ Compensation ” of a Participant means base compensation plus overtime, shift premiums, local incentives (such as gainsharing), and compensation for time not worked (including vacation, holiday, sick time, bereavement, jury duty, military duty, and time off for union business), excluding, however, any amounts paid in lieu of taking vacation, and any short term disability benefit that is less than 100% of base pay. For purposes of this definition of Compensation, if a Participant has a severance from employment (as defined in Treasury Regulation Section 1.401(k)-1(d)(2)) with an Employer and all Related Companies, Compensation shall not include amounts received by the Participant following such severance from employment except amounts that would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the Plan Year in which the Participant’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance.

In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $200,000 (subject to adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar

increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

Notwithstanding any other provision of the Plan to the contrary, if a Participant is absent from employment as an Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his Compensation will include any differential pay, as defined hereunder, he receives or is entitled to receive from his Employer. For purposes hereof, “differential pay” means any payment made to the Participant by the Employer after December 31, 2008, with respect to a period during which the Participant is performing service in the uniformed services while on active duty for a period of more than 30 days that represents all or a portion of the wages the Participant would have received if he had continued employment with the Employer as an Employee.

A “ Covered Group ” means a group of employees included in a unit of employees covered by a collective bargaining agreement between an Employer and employee representatives (a “bargaining unit”) authorizing participation in the Plan and listed on the Schedule of Covered Groups attached to and made a part of the Plan. At the direction of the Sponsor, a bargaining unit may become a Covered Group under the Plan in connection with the merger of a plan maintained with respect to the bargaining unit into the Plan and the related transfer of funds, as described in Section 21.17.

An “ Eligible Employee ” means any Employee who has met the eligibility requirements of Article III to have Tax-Deferred Contributions made to the Plan on his behalf.

The “ Eligibility Service ” of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III or Article VI.

An “ Employee ” means an employee of an Employer who is a member of a Covered Group.

An “ Employer ” means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.

An “ Employer Contribution ” means the amount, if any, that an Employer contributes to the Plan as may be provided pursuant to Article VI.

“ Employer Stock ” shall mean shares of equity securities issued by the Sponsor which satisfy the definition of “qualifying employer securities” within the meaning of Section 407(d)(5) of ERISA.

The “ Employer Stock Fund ” means an Investment Fund maintained for the purpose of investing primarily in Employer Stock.

An “ Enrollment Date ” means the earliest date practicable under the payroll practices used by the Employer and consistently applied to Employees or, if earlier, the first day of the Plan Year, but not later than six months following the date on which the Employee first completes the eligibility requirements.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The “ General Fund ” means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.

A “ Highly Compensated Employee ” means an Employee or former Employee who is a highly compensated active employee or highly compensated former employee as defined hereunder.

A “highly compensated active employee” includes any Employee who (i) was a five percent owner at any time during the determination year or the look back year or (ii) received compensation from an Employer during the look back year in excess of $80,000 (subject to adjustment as provided in Section 414(q) of the Code).

A “highly compensated former employee” includes any Employee who separated from service from an Employer and all Related Companies (or is deemed to have separated from service from an Employer and all Related Companies) prior to the determination year, performed no services for an Employer during the determination year, and was a highly compensated active employee for either the separation year or any determination year ending on or after the date the Employee attains age 55.

The determination of who is a Highly Compensated Employee hereunder, including the determination as to the compensation considered, shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued thereunder. For purposes of this definition, the following terms have the following meanings:

(a)	The “determination year” means the Plan Year.

(b)	The “look back year” means the 12-month period immediately preceding the determination year.

An “ Hour of Service ” with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of Article II.

The “ Investment Committee ” means the Investment Committee appointed by the Board to which various fiduciary functions relating to the control and management of assets of the Plan have been allocated.

An “ Investment Fund ” means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained

by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.

An “ Investment Manager ” means an investment manager within the meaning of Section 3(38) of ERISA.

The “ Normal Retirement Date ” of an employee means the date he attains age 65.

A “ Participant ” means any person who has a Separate Account in the Trust.

The “ Plan ” means the Eaton Personal Investment Plan, formerly known as the “Eaton Corporation 401(k) Savings Plan,” as from time to time in effect.

A “ Plan Year ” means the period beginning July 1, 1996 and ending December 31, 1996, and each 12-consecutive-month period thereafter.

A “ Related Company ” means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Section 414 of the Code.

A “ Rollover Contribution ” means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

A “ Separate Account ” means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII.

The “ Settlement Date ” of a Participant means the date on which a Participant’s interest under the Plan becomes distributable in accordance with Article XV.

The “ Sponsor ” means Eaton Corporation, and any successor thereto.

A “ Sub-Account ” means any of the individual sub-accounts of a Participant’s Separate Account that is maintained as provided in Article VIII.

A “ Tax-Deferred Contribution ” means the amount contributed to the Plan on a Participant’s behalf by his Employer in accordance with his reduction authorization executed pursuant to Article IV.

The “ Trust ” means the trust maintained by the Trustee under the Trust Agreement.

The “ Trust Agreement ” means the agreement entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto.

The “ Trustee ” means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall not

be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

A “ Trust Fund ” means any fund maintained under the Trust by the Trustee.

A “ Valuation Date ” means each business day of the Plan Year, unless it shall be impracticable, in the sole judgment of the Committee, to obtain valuation on any business day in which event it shall be the next business day for which a valuation may be obtained.

The “ Vesting Service ” of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided pursuant to Article VI.

1.2 Interpretation

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

ARTICLE II

SERVICE

2.1 Definitions

For purposes of this Article, the following terms have the following meanings:

(a)	The “continuous service” of an employee means the service credited to him in accordance with the provisions of Section 2.3 of the Plan.

(b)	The “employment commencement date” of an employee means the date he first completes an Hour of Service.

(c)

A “maternity/paternity absence” means a person’s absence from employment with an Employer or a Related Company because of the person’s pregnancy, the birth of the person’s child, the placement of a child with the person in connection with the person’s adoption of the child, or the caring for the person’s child immediately following the child’s birth or adoption. A person’s absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.

(d)	The “reemployment commencement date” of an employee means the first date following a severance date on which he again completes an Hour of Service.

(e)

The “severance date” of an employee means the earlier of (i) the date on which he retires, dies, or his employment with an Employer and all Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with an Employer and all Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with an Employer and all Related Companies on account of service with the armed forces of the United States, he shall not incur a severance date if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights.

2.2 Crediting of Hours of Service

A person shall be credited with an Hour of Service for each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer or any Related Company.

2.3 Crediting of Continuous Service

A person shall be credited with continuous service for the aggregate of the periods of time between his employment commencement date or any reemployment commencement date and the severance date that next follows such employment commencement date or reemployment

commencement date; provided, however, that an employee who has a reemployment commencement date within the 12-consecutive-month period following the earlier of the first date of his absence or his severance date shall be credited with continuous service for the period between such severance date and reemployment commencement date.

2.4 Eligibility Service

An employee shall be credited with Eligibility Service equal to his continuous service.

2.5 Vesting Service

An employee shall be credited with Vesting Service equal to his continuous service.

ARTICLE III

ELIGIBILITY

3.1 Eligibility

Each Employee who was an Eligible Employee immediately prior to the effective date of this amendment and restatement shall continue to be an Eligible Employee. Each other Employee shall become an Eligible Employee as of the Enrollment Date next following the date on which he has completed any probationary period specified in the applicable collective bargaining agreement.

3.2 Transfers of Employment

If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an Employee, he shall become an Eligible Employee as of the date he is so transferred if prior to an Enrollment Date preceding such transfer date he has met the eligibility requirements of Section 3.1. Otherwise, the eligibility of a person who is so transferred to elect to have Tax-Deferred Contributions made to the Plan on his behalf or to make After-Tax Contributions to the Plan shall be determined in accordance with Section 3.1.

3.3 Reemployment

If a person who terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on the date he is reemployed. Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an Employer or a Related Company to elect to have Tax-Deferred Contributions made to the Plan on his behalf or to make After-Tax Contributions to the Plan shall be determined in accordance with Section 3.1 or 3.2.

3.4 Notification Concerning New Eligible Employees

Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.

3.5 Effect and Duration

Upon becoming an Eligible Employee, an Employee shall be entitled to elect to have Tax-Deferred Contributions made to the Plan on his behalf and to make After-Tax Contributions to the Plan and shall be bound by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to have Tax-Deferred Contributions made to the Plan on his behalf and to make After-Tax Contributions to the Plan only so long as he continues in employment as an Employee.

ARTICLE IV

TAX-DEFERRED CONTRIBUTIONS

4.1 Tax-Deferred Contributions

Effective as of the date he becomes an Eligible Employee or any date thereafter, each Eligible Employee may elect in accordance with rules prescribed by the Administrator to have Tax-Deferred Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee’s election shall include his authorization for his Employer to reduce his Compensation and to make Tax-Deferred Contributions on his behalf and his election as to the investment of his contributions in accordance with Article X. Tax-Deferred Contributions on behalf of an Eligible Employee shall commence with the first payment of Compensation made on or after the date on which his election is effective. In no event shall an Employer deliver Tax-Deferred Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the Tax-Deferred Contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

4.2 Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 17 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

4.3 Changes in Reduction Authorization

An Eligible Employee may change the percentage of his future Compensation that his Employer contributes on his behalf as Tax-Deferred Contributions at such time or times during the Plan Year as the Administrator may prescribe by filing an amended reduction authorization with his Employer such number of days prior to the date such change is to become effective as the Administrator shall prescribe. An Eligible Employee who changes his reduction authorization shall be limited to selecting a percentage of his Compensation that is otherwise permitted hereunder. Tax-Deferred Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his amended reduction authorization filed in accordance with this Section commencing with Compensation paid to the Eligible Employee on or after the date such filing is effective, until otherwise altered or terminated in accordance with the Plan.

4.4 Suspension of Tax-Deferred Contributions

An Eligible Employee on whose behalf Tax-Deferred Contributions are being made may have such contributions suspended at any time by giving such number of days advance notice to his Employer as the Administrator shall prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the

required notice period and shall remain in effect until Tax-Deferred Contributions are resumed as hereinafter set forth.

4.5 Resumption of Tax-Deferred Contributions

An Eligible Employee who has voluntarily suspended his Tax-Deferred Contributions may have such contributions resumed at such time or times during the Plan Year as the Administrator may prescribe, by filing a new reduction authorization with his Employer such number of days prior to the date as of which such contributions are to be resumed as the Administrator shall prescribe.

4.6 Delivery of Tax-Deferred Contributions

As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be delivered to the Trustee in cash all Tax-Deferred Contributions attributable to such amounts.

4.7 Vesting of Tax-Deferred Contributions

A Participant’s vested interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100 percent.

4.8 Catch-Up Contributions

All Eligible Employees who have attained age 50 before the close of the Plan Year shall be eligible to make “catch-up contributions” in accordance with, and subject to the limitations of, Code Section 414(v). Such “catch-up contributions” shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of such “catch-up contributions.”

ARTICLE V

AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1 After-Tax Contributions

An Eligible Employee may elect in accordance with rules prescribed by the Administrator to make After-Tax Contributions to the Plan. After-Tax Contributions shall be made by payroll withholding. If the Eligible Employee does not already have an investment election on file with the Administrator, his election to make After-Tax Contributions to the Plan shall include his election as to the investment of his contributions in accordance with Article X. An Eligible Employee’s election to make After-Tax Contributions by payroll withholding may be made effective as of any date occurring on or after the date on which he becomes an Eligible Employee. After-Tax Contributions by payroll withholding shall commence with the first payment of Compensation made on or after the date on which the Eligible Employee’s election is effective.

5.2 Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 17 percent.

5.3 Changes in Payroll Withholding Authorization

An Eligible Employee may change the percentage of his future Compensation that he contributes to the Plan as After-Tax Contributions by payroll withholding at such time or times during the Plan Year as the Administrator may prescribe by filing an amended payroll withholding authorization with his Employer such number of days prior to the date such change is to become effective as the Administrator shall prescribe. An Eligible Employee who changes his payroll withholding authorization shall be limited to selecting a percentage of his Compensation that is otherwise permitted under Section 5.2. After-Tax Contributions shall be made pursuant to an Eligible Employee’s amended payroll withholding authorization filed in accordance with this Section commencing with Compensation paid to the Eligible Employee on or after the date such filing is effective, until otherwise altered or terminated in accordance with the Plan.

5.4 Suspension of After-Tax Contributions by Payroll Withholding

An Eligible Employee who is making After-Tax Contributions by payroll withholding may have such contributions suspended at any time by giving such number of days advance notice to his Employer as the Administrator shall prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until After-Tax Contributions are resumed as hereinafter set forth.

5.5 Resumption of After-Tax Contributions by Payroll Withholding

An Eligible Employee who has voluntarily suspended his After-Tax Contributions made by payroll withholding in accordance with Section 5.4 may have such contributions resumed at such time or times during the Plan Year as the Administrator may prescribe by filing a new payroll withholding authorization with his Employer such number of days prior to the date as of which such contributions are to be resumed as the Administrator shall prescribe.

5.6 Rollover Contributions

An Eligible Employee who was a participant in a plan qualified under Section 401 or 403 of the Code and who receives a cash distribution from such plan that he elects either (i) to roll over immediately to a qualified retirement plan or (ii) to roll over into a conduit IRA from which he receives a later cash distribution, may elect to make a Rollover Contribution to the Plan if he is entitled under Section 402(c), Section 403(a)(4), or Section 408(d)(3)(A) of the Code to roll over such distribution to another qualified retirement plan. The Administrator may require an Eligible Employee to provide it with such information as it deems necessary or desirable to show that he is entitled to roll over such distribution to another qualified retirement plan. An Eligible Employee shall make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the cash that constitutes the Rollover Contribution amount within 60 days of receipt of the distribution from the plan or from the conduit IRA in the manner prescribed by the Administrator. The Eligible Employee shall also deliver to the Administrator his election as to the investment of his contributions in accordance with Article X.

5.7 Delivery of After-Tax Contributions

As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets or as soon as reasonably practicable after an amount has been delivered to an Employer by an Employee, the Employer shall cause to be delivered to the Trustee in cash the After-Tax Contributions attributable to such amount.

5.8 Vesting of After-Tax Contributions and Rollover Contributions

A Participant’s vested interest in his After-Tax Contributions Sub-Account and his Rollover Contributions Sub-Account shall be at all times 100 percent.

5.9 Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

Notwithstanding any provision of the Plan to the contrary [other than Section 4.8], a Participant’s rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 17 percent of his Compensation.

ARTICLE VI

EMPLOYER CONTRIBUTIONS

6.1 No Employer Contributions

There shall be no Employer Contributions made to the Plan, except and to such extent as may be provided in any applicable Covered Group Addendum. In no event shall an Employer deliver matching contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the matching contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

ARTICLE VII

LIMITATIONS ON CONTRIBUTIONS

7.1 Definitions

For purposes of this Article, the following terms have the following meanings:

(a)

The “actual deferral percentage” with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax-Deferred Contributions made on his behalf for the Plan Year to his test compensation for the Plan Year, except that, to the extent permitted by regulations issued under Section 401(k) of the Code, the Sponsor may elect to take into account in computing the numerator of each Eligible Employee’s actual deferral percentage the qualified matching contributions made to the Plan on his behalf for the Plan Year; provided, however, that contributions made on a Participant’s behalf for a Plan Year shall be included in determining his actual deferral percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the actual deferral percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(b)

The “aggregate limit” means the sum of (i) 125 percent of the greater of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (ii) the lesser of 200 percent or two plus the lesser of such average contribution percentage or average actual deferral percentage, or, if it would result in a larger aggregate limit, the sum of (iii) 125 percent of the lesser of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (iv) the lesser of 200 percent or two plus the greater of such average contribution percentage or average actual deferral percentage.

(c)

The “annual addition” with respect to a Participant for a limitation year means the sum of the Tax-Deferred Contributions, Employer Contributions, and After-Tax Contributions allocated to his Separate Account for the limitation year (including any excess contributions that are distributed pursuant to this Article), the employer contributions, employee contributions, and forfeitures allocated to his accounts for the limitation year under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and amounts described in Sections 415(l)(2) and 419A(d)(2) of the Code allocated to his account for the limitation year.

(d)	The “Code Section 402(g) limit” means the dollar limit imposed by Section 402(g)(1) of the Code or established by the Secretary of the Treasury pursuant to Section 402(g)(5) of

the Code in effect on January 1 of the calendar year in which an Eligible Employee’s taxable year begins.

(e)

The “contribution percentage” with respect to an eligible participant for a particular Plan Year means the ratio of the sum of the matching contributions made to the Plan on his behalf and the After-Tax Contributions made by him for the Plan Year to his test compensation for such Plan Year, except that, to the extent permitted by regulations issued under Section 401(m) of the Code, the Sponsor may elect to take into account in computing the numerator of each eligible participant’s contribution percentage the Tax-Deferred Contributions made to the Plan on his behalf for the Plan Year; provided, however, that any Tax-Deferred Contributions and/or qualified matching contributions that were taken into account in computing the numerator of an eligible participant’s actual deferral percentage may not be taken into account in computing the numerator of his contribution percentage; and provided, further, that contributions made by or on a Participant’s behalf for a Plan Year shall be included in determining his contribution percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the contribution percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(f)

An “elective contribution” means any employer contribution made to a plan maintained by an Employer or any Related Company on behalf of a Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Section 401(k) of the Code, any simplified employee pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan under Section 457 of the Code, or any plan as described in Section 501(c)(18) of the Code, and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement.

(g)

An “eligible participant” means any Employee who is eligible to make After-Tax Contributions or to have Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are taken into account in computing contribution percentages) or to participate in the allocation of matching contributions (including qualified matching contributions).

(h)

An “excess deferral” with respect to a Participant means that portion of a Participant’s Tax-Deferred Contributions that when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k), or 403(b) of the Code, would exceed the Code Section 402(g) limit and is includable in the Participant’s gross income under Section 402(g) of the Code.

(i)	A “limitation year” means the Plan Year.

(j)	A “matching contribution” means any employer contribution allocated to an Eligible Employee’s account under the Plan or any other plan of an Employer or a Related

Company solely on account of elective contributions made on his behalf or employee contributions made by him.

(k)

A “qualified matching contribution” means any matching contribution that is a qualified matching contribution as defined in regulations issued under Section 401(k) of the Code, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Section 401(k) of the Code. In no event shall the portion of any matching contribution designated as a qualified matching contribution hereunder exceed the Eligible Employee’s “QMAC limit” for the Plan Year. The “QMAC limit” applicable to an Eligible Employee means the greatest of (1) 5% of the Eligible Employee’s Compensation, (2) the Eligible Employee’s Tax-Deferred Contributions for the Plan Year, or (3) 2 times the “representative match rate” multiplied by the Eligible Employee’s Tax-Deferred Contributions for the Plan Year. The “representative match rate” means the lowest “match rate” for any Eligible Employee who is not a Highly Compensated Employee for the Plan Year and who is in either (1) a determination group consisting of 1/2 of all Eligible Employees during the Plan Year who are not Highly Compensated Employees for the Plan Year or (2) the group consisting of all Eligible Employees who are employed by an Employer or a Related Company on the last day of the Plan and who are not Highly Compensated Employees for the Plan Year, whichever would provide the greater representative rate. A “match rate” means the Matching Contributions made on behalf of an Eligible Employee for the Plan Year divided by the Eligible Employee’s Tax-Deferred Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the “match rate” shall be determined assuming Tax-Deferred Contributions equal to 6% of Compensation.

(l)

The “test compensation” of an Eligible Employee for a Plan Year means compensation as defined in Section 414(s) of the Code and regulations issued thereunder, limited, however, to $200,000 (subject to adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the test compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

7.2 Code Section 402(g) Limit

In no event shall the amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee for his taxable year, when aggregated with any elective contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the Code Section 402(g) limit. In the event that the Administrator determines that the reduction percentage elected by an Eligible Employee will result in his

exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the percentage of his Tax-Deferred Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines that the Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax-Deferred Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the Tax-Deferred Contributions that, when aggregated with elective contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to an Eligible Employee in accordance with this Section shall not be taken into account in computing the Eligible Employee’s actual deferral percentage for the Plan Year in which the Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly Compensated Employee. If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer’s Employer Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall for all Plan purposes be applied against the Employer’s Employer Contribution obligations for the following Plan Year.

7.3 Distribution of Excess Deferrals

Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of the Participant’s taxable year that excess deferrals have been made on his behalf under the Plan for such taxable year, the excess deferrals, plus any income and minus any losses attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to a Participant in accordance with this Section shall nevertheless be taken into account in computing the Participant’s actual deferral percentage for the Plan Year in which the Tax-Deferred Contributions were made. If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer’s Employer

Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall for all Plan purposes be applied against the Employer’s Employer Contribution obligations for the following Plan Year.

7.4 Limitation on Tax-Deferred Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the Tax-Deferred Contributions made with respect to a Plan Year on behalf of Eligible Employees who are Highly Compensated Employees may not result in an average actual deferral percentage for such Eligible Employees that exceeds the greater of:

(a)	a percentage that is equal to 125 percent of the average actual deferral percentage for all other Eligible Employees for the Plan Year; or

(b)	a percentage that is not more than 200 percent of the average actual deferral percentage for all other Eligible Employees and that is not more than two percentage points higher than the average actual deferral percentage for all other Eligible Employees for the Plan Year.

In order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is authorized to suspend completely further Tax-Deferred Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year or to adjust the projected actual deferral percentages of Highly Compensated Employees by reducing their percentage elections with respect to Tax-Deferred Contributions for any remaining portion of a Plan Year to such smaller percentages that will result in the limitation set forth above not being exceeded. In the event of any such suspension or reduction, Highly Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible and shall be given an opportunity to make a new Tax-Deferred Contribution election to be effective the first day of the next following Plan Year. In the absence of such an election, the election in effect immediately prior to the suspension or adjustment described above shall be reinstated as of the first day of the next following Plan Year.

In determining the actual deferral percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, elective contributions, qualified nonelective contributions, and qualified matching contributions (to the extent that qualified nonelective contributions and qualified matching contributions are taken into account in computing actual deferral percentages) made to his accounts under any other plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to Treasury Regulation Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(k)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)) shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, then actual deferral percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation Section 1.401(k)-1(b)(4)(v), an Employer may elect to calculate deferral percentages aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate deferral percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(k).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the qualified matching contributions taken into account in computing actual deferral percentages for any Plan Year.

7.5 Determination and Distribution of Excess Tax-Deferred Contributions

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation contained in Section 7.4 is exceeded in any Plan Year, the Tax-Deferred Contributions made with respect to a Highly Compensated Employee that exceed the maximum amount permitted to be contributed to the Plan on his behalf under Section 7.4, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 ¹ / ₂ months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Section 4979 of the Code on the Employer maintaining the Plan with respect to such amounts.

The maximum amount permitted to be contributed to the Plan on a Highly Compensated Employee’s behalf under Section 7.4 shall be determined by reducing Tax-Deferred Contributions made on behalf of Highly Compensated Employees in order of their actual deferral percentages beginning with the highest of such percentages. The total excess Tax-Deferred Contributions shall then be allocated among Highly Compensated Employees by reducing Tax-Deferred Contributions made on behalf of each Highly Compensated Employee on the basis of the amount of Tax-Deferred Contributions made on behalf of each Highly Compensated Employee, beginning with the highest such amount. The determination of the amount of excess Tax-Deferred Contributions shall be made after application of Section 7.3, if applicable.

If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer’s Employer Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the

Employer and shall for all Plan purposes be applied against the Employer’s Employer Contribution obligations for the following Plan Year.

7.6 Limitation on Certain Contributions, Including After-Tax Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the matching contributions and After-Tax Contributions made with respect to a Plan Year by or on behalf of eligible participants who are Highly Compensated Employees may not result in an average contribution percentage for such eligible participants that exceeds the greater of:

(a)	a percentage that is equal to 125 percent of the average contribution percentage for all other eligible participants for the Plan Year; or

(b)	a percentage that is not more than 200 percent of the average contribution percentage for all other eligible participants and that is not more than two percentage points higher than the average contribution percentage for all other eligible participants for the Plan Year.

In determining the contribution percentage for any eligible participant who is a Highly Compensated Employee for the Plan Year, matching contributions, employee contributions, qualified nonelective contributions, and elective contributions (to the extent that qualified nonelective contributions and elective contributions are taken into account in computing contribution percentages) made to his accounts under any other plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to Treasury Regulation Section 1.410(b)-7(c) , as modified by Section 1.401(m)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(m)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)) shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, the contribution percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation Section 1.401(m)-1(b)(4)(v), an Employer may elect to calculate contribution percentages aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate contribution percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(m).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the elective contributions and qualified matching contributions taken into account in computing contribution percentages for any Plan Year.

7.7 Determination and Forfeiture or Distribution of Excess Contributions

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation contained in Section 7.6 is exceeded in any Plan Year, the matching contributions and After-Tax Contributions made by or on behalf of a Highly Compensated Employee that exceed the maximum amount permitted to be contributed to the Plan by or on behalf of such Highly Compensated Employee under Section 7.6, plus any income and minus any losses attributable thereto, shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next succeeding Plan Year, as hereinafter provided. If such excess amounts are distributed more than 2 ¹ / ₂ months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Section 4979 of the Code on the Employer maintaining the Plan with respect to such amounts.

The amount of the total excess matching and After-Tax Contributions made by or on behalf of Highly Compensated Employees shall be determined by reducing matching contributions and After-Tax Contributions made by or on behalf of Highly Compensated Employees in order of their contribution percentages beginning with the highest of such percentages. The total excess contributions shall then be allocated among Highly Compensated Employees on the basis of the amount of matching contributions and After-Tax Contributions made by or on behalf of each Highly Compensated Employee, beginning with the highest such amount, and the distribution or forfeiture requirement of this Section shall be satisfied by reducing contributions made by or on behalf of the Highly Compensated Employee to the extent necessary in the following order:

After-Tax Contributions made by the Highly Compensated Employee that have not been matched, if any, shall be distributed.

Pro rata amounts of After-Tax Contributions made by the Highly Compensated Employee that have been matched, if any, and the matching contributions attributable thereto shall be distributed or forfeited, as appropriate.

Matching contributions attributable to Tax-Deferred Contributions shall be distributed or forfeited, as appropriate.

Any amounts forfeited with respect to a Participant pursuant to this Section shall be treated as a forfeiture under the Plan in accordance with the provisions of Article XIV as of the last day of the month in which the distribution of contributions pursuant to this Section occurs. The amount of excess After-Tax Contributions of a Participant shall in all cases be distributable; the excess matching contributions shall be distributable to the extent the Participant has a vested interest in an Employer Contributions Sub-Account that is attributable to matching contributions, other than qualified matching contributions, and shall otherwise be forfeitable. The determination of the amount of excess matching contributions and After-Tax Contributions shall be made after application of Section 7.3, if applicable, and after application of Section 7.5, if applicable.

7.8 Miscellaneous ADP/ACP Testing Provisions

If the Plan provides that Employees are eligible to make Tax-Deferred Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1) and applies Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement

meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on Tax-Deferred Contributions of Highly Compensated Employees described in Article VII either:

(a)

by comparing the average actual deferral percentage of all Eligible Employees who are Highly Compensated Employees for the Plan Year to the average actual deferral percentage for the Plan Year of those Eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(b)	separately with respect to Eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and Eligible Employees who have satisfied such minimum age and service requirements.

Similarly, if the Plan provides for After-Tax and/or matching contributions, provides that Employees are eligible to make After-Tax and/or matching contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1), and applies Code Section 410(b)(4)(B) in determining whether the portion of the Plan subject to Code Section 401(m) meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on After-Tax and matching contributions of Highly Compensated Employees described in Article VII either:

(a)

by comparing the average contribution percentage of all eligible participants who are Highly Compensated Employees for the Plan Year to the average contribution percentage for the Plan Year of those eligible participants who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(b)	separately with respect to eligible participants who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and eligible participants who have satisfied such minimum age and service requirements.

7.9 Determination of Income or Loss

The income or loss attributable to excess contributions that are distributed pursuant to this Article shall be determined by multiplying the income or loss for the preceding Plan Year attributable to the Employee’s Sub-Account to which the excess contributions were credited by a fraction, the numerator of which is the excess contributions made to such Sub-Account on the Employee’s behalf for the preceding Plan Year and the denominator of which is (a) the balance of the Sub-Account on the date of distribution of the excess, (b) reduced by the gain attributable to contributions to such Sub-Account for the preceding Plan Year, and (c) increased by the loss attributable to contributions to such Sub-Account for the preceding Plan Year.

7.10 Code Section 415 Limitations on Crediting of Contributions and Forfeitures

Notwithstanding any other provision of the Plan to the contrary, the annual addition with respect to a Participant for a limitation year shall in no event exceed the lesser of (i) $40,000 (adjusted as provided in Section 415(d) of the Code; or (ii) 100 percent of the Participant’s compensation, as

defined in Section 415(c)(3) of the Code and regulations issued thereunder, for the limitation year. Notwithstanding any other provision of the Plan to the contrary, effective for limitation years beginning on and after July 1, 2007, if a Participant has a severance from employment (as defined in Treasury Regulation Section 1.401(k)-1(d)(2)) with an Employer and all Related Companies, Compensation shall not include amounts received by the Participant following such severance from employment except amounts that would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the Limitation Year in which the Participant’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance. Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Participant would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Compensation if his employment had continued, and (3) such amounts are paid before the later of (a) the close of the limitation year in which the Participant’s severance from employment occurs or (b) within 2 ¹ / ₂ months of such severance. Compensation shall also include amounts paid by an Employer to a Participant who is not performing services for an Employer due to qualified military service (within the meaning of Code Section 414(u)(1)), but only to the extent such amounts do not exceed the amounts the Participant would have received if he had continued in employment with an Employer.

7.11 Coverage Under Other Qualified Defined Contribution Plan

If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the annual addition to be made under the Plan for the limitation year when combined with the annual addition to be made under such other qualified defined contribution plan(s) would otherwise exceed the amount that may be applied for the Participant’s benefit under the limitation contained in Section 7.10, the annual addition to be made under the Plan shall be reduced to the extent necessary so that the limitation in Section 7.10 is satisfied.

7.12 Correction Provision

If the annual addition with respect to a Participant in any limitation year beginning on or after July 1, 2007, nevertheless exceeds the amount that may be applied for his benefit under the limitations described in Section 7.10, correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

7.13 Scope of Limitations

The limitations contained in Sections 7.10, 7.11, and 7.12 shall be applicable only with respect to benefits provided pursuant to defined contribution plans and defined benefit plans described in Section 415(k) of the Code.

ARTICLE VIII

TRUST FUNDS AND SEPARATE ACCOUNTS

8.1 General Fund

The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest. The General Fund may be invested in whole or in part in equity securities issued by an Employer or a Related Company that are publicly traded and are “qualifying employer securities” as defined in Section 407(d)(5) of ERISA.

8.2 Investment Funds

The Sponsor shall determine the number and type of Investment Funds and select the investments for such Investment Funds. The Sponsor shall communicate the same and any changes therein in writing to the Administrator and the Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest.

The Sponsor may determine to offer an Investment Fund, to be known as the Employer Stock Fund, that is maintained for the purpose of investing primarily in Employer Stock.

The term Investment Fund may include any other investment alternative (such as a “self-managed brokerage account”) agreed to between the Investment Committee and the Trustee. Such investment alternative shall be subject to any rules, procedures and restrictions prescribed by the Committee and/or the Trustee, including, without limitation, fees and expenses (which may be deducted from such other investment alternative and/or Sub-Accounts of a Participant invested in other Investment Funds), minimum amounts of investment in such investment(s), and any requirement that any distribution, withdrawal or loan under the Plan shall be made only from the other Investment Funds. In exercising its authority to establish, modify, and eliminate Investment Funds (other than the Employer Stock Fund) and investment alternatives, the Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation § 2550.404c-1(b) as in effect from time to time.

8.3 Loan Investment Fund

If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and maintenance of a loan Investment Fund in the Participant’s name. A Participant’s loan Investment Fund shall be invested in the note reflecting the loan that is executed by the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received with respect to a Participant’s loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII.

8.4 Income on Trust

Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to the Trust Fund for which the income was received.

8.5 Separate Accounts

As of the first date a contribution is made by or on behalf of an Employee, there shall be established a Separate Account in his name reflecting his interest in the Trust. Each Separate Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Separate Account shall be the balance of the account after all credits and charges thereto, for and as of such date, have been made as provided herein.

8.6 Sub-Accounts

A Participant’s Separate Account shall be divided into individual Sub-Accounts reflecting the portion of the Participant’s Separate Account that is derived from Tax-Deferred Contributions, After-Tax Contributions, Rollover Contributions, or Employer Contributions. Each Sub-Account shall reflect separately contributions allocated to each Trust Fund maintained hereunder and the earnings and losses attributable thereto. The Employer Contributions Sub-Account shall reflect separately that portion of such Sub-Account that is derived from Employer Contributions that may be taken into account to satisfy the limitations on contributions for Highly Compensated Employees contained in Article VII. Such other Sub-Accounts may be established as are necessary or appropriate to reflect a Participant’s interest in the Trust.

8.7 Voting of Employer Stock and Procedures Regarding Tender Offers

All voting rights on shares of Employer Stock held in the Employer Stock Fund shall be exercised by the Trustee only as directed by the Participants acting in their capacity as “Named Fiduciaries” (as defined in Section 402 of ERISA) in accordance with the provisions of the Trust Agreement. All tender or exchange decisions with respect to Employer Stock held in the Employer Stock Fund shall be made only by the Participants acting in their capacity as Named Fiduciaries with respect to the Employer Stock allocated to their accounts in accordance with the provisions of the Trust Agreement.

ARTICLE IX

LIFE INSURANCE CONTRACTS

9.1 No Life Insurance Contracts

There shall be no life insurance contracts purchased under the Plan.

ARTICLE X

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 Future Contribution Investment Elections

Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which his Tax-Deferred Contributions and After-Tax Contributions and, separately, his Rollover Contributions shall be invested. An Eligible Employee’s investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the Investment Funds with the sum of such percentages equaling 100 percent. An investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until he files a change of investment election with the Administrator, in such form as the Administrator shall prescribe. A Participant’s change of investment election may be made once each business day and will be made effective as soon as practicable.

10.2 Deposit of Contributions

All Tax-Deferred Contributions, After-Tax Contributions and Rollover Contributions shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participant’s currently effective investment election relating to such contributions; provided, however, that any contributions made to the Plan in qualifying employer securities shall be allocated to the Employer securities Investment Fund established by the Sponsor, pending directions to the Administrator regarding their future investment. If no investment election is on file with the Administrator at the time contributions are to be deposited to a Participant’s Separate Account, shall be deposited in a default fund until an investment election is received.

10.3 Fund Transfers

A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund. The Participant’s election shall be made in the manner and form prescribed by the Administrator. Subject to any restrictions pertaining to a particular Investment Fund, a Participant’s transfer election may be made once each business day.

10.4 Investment of Employer Contributions

Employer Contributions, if any, provided for under a Covered Group Addendum shall be invested in the same manner as such Participant’s Tax-Deferred Contributions and After-Tax Contributions for the applicable contribution period in accordance with Section 10.1. A Participant may direct that his Employer Contributions Sub-Account balance be transferred between or among the Investment Funds in a manner consistent with the requirements of Section 10.3.

10.5 Diversification of Employer Stock

The provisions of this Section 10.5 shall apply to any investment in the Employer Stock Fund so long as Employer Stock is publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Participant whose Separate Account is invested, in whole or in part, in the Employer Stock Fund shall be permitted to divest such investments and re-invest such amounts in other Investment Funds provided under the Plan. The Plan shall offer at least three Investment Fund options as alternatives to the Employer Stock Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics. The Committee shall notify each eligible Participant of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Employer Stock Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 10.5 if the Plan imposes any restrictions or conditions on investment in the Employer Stock Fund that do not also apply to investment in the other Investment Funds.

ARTICLE XI

CREDITING AND VALUING SEPARATE ACCOUNTS

11.1 Crediting Separate Accounts

All contributions made under the provisions of the Plan shall be credited to Separate Accounts in the Trust Funds by the Administrator, in accordance with procedures established in writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator.

11.2 Valuing Separate Accounts

Separate Accounts in the Trust Funds shall be valued by the Administrator on the Valuation Date, in accordance with procedures established in writing by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator.

11.3 Plan Valuation Procedures

With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied. As of each Valuation Date hereunder, the portion of any Separate Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the “valuation period”) in the following manner:

(a)	First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.

(b)

Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the valuation period.

(c)

Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Separate Accounts in the Trust Fund in the ratio of the balance of the portion of such Separate Account in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Separate Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Separate Accounts in the Trust Fund similarly adjusted, and each Separate Account in the Trust Fund shall be credited or charged with the amount of its allocated share. Notwithstanding the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund made by or on behalf of a Participant during the valuation period.

11.4 Finality of Determinations

The Administrator shall have exclusive responsibility for determining the balance of each Separate Account maintained hereunder. The Administrator’s determinations thereof shall be conclusive upon all interested parties.

11.5 Notification

Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the balances of his Separate Account and Sub-Accounts as of a Valuation Date during the Plan Year.

ARTICLE XII

LOANS

12.1 Application for Loan

A Participant who is a party in interest may make application to the Administrator for a loan from his Separate Account. Loans shall be made to Participants in accordance with written rules prescribed by the Administrator which are hereby incorporated into and made a part of the Plan.

As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50 percent of the Participant’s vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding. No loan in excess of 50 percent of the Participant’s vested interest under the Plan shall be made from the Plan. Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other employees.

A loan shall not be granted unless the Participant consents in writing to the charging of his Separate Account for unpaid principal and interest amounts in the event the loan is declared to be in default.

12.2 Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant’s Separate Account that is distributable to the Participant or his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used to repay the loan. If distribution is made because of the Participant’s death prior to the commencement of distribution of his Separate Account and less than 100 percent of the Participant’s vested interest in his Separate Account (determined without regard to the preceding sentence) is payable to his surviving spouse, then the balance of the Participant’s vested interest in his Separate Account shall be adjusted by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to the surviving spouse.

12.3 Requirements to Prevent a Taxable Distribution

Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this Article:

(a)	The interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by persons in the business of lending money.

(b)	The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a Related Company) shall not exceed the lesser of:

(i)

$50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or

(ii)

50 percent of the vested portions of the Participant’s Separate Account and his vested interest under all other plans maintained by an Employer or a Related Company.

(c)	The term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant.

(d)	Except as otherwise permitted under Treasury Regulation, substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly.

12.4 Administration of Loan Investment Fund

Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in which it is invested, on a pro rata basis, to the loan Investment Fund established in the Participant’s name. Any loan approved by the Administrator shall be made to the Participant out of the Participant’s loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Separate Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participant’s currently effective investment election. The balance of the Participant’s loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full.

12.5 Default

If a Participant fails to make or cause to be made, any payment required under the terms of the loan within 60 days following the date on which such payment shall become due or there is an outstanding principal balance existing on a loan after the last scheduled repayment date, the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest, shall be immediately due and payable. In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Separate Account of the borrower with the amount of such balance and interest as of the earliest date a distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement.

12.6 Special Rules Applicable to Loans

Any loan made hereunder shall be subject to the following rules:

(a)	Minimum Loan Amount: A Participant may not request a loan for less than $1,000.

(b)

Maximum Number of Outstanding Loans: A Participant with an outstanding loan may not apply for another loan until the existing loan is paid in full and may not refinance an existing loan or obtain a second loan for the purpose of paying off the existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement.

(c)	Maximum Period for Real Estate Loans: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant shall be no greater than ten years.

(d)	Pre-Payment Without Penalty: A Participant may pre-pay all or any part of the balance of any loan hereunder prior to the date it is due without penalty.

(e)	Effect of Termination of Employment: Upon a Participant’s termination of employment, a Participant may continue to make monthly loan payments, and the balance of any outstanding loan hereunder shall not become due and owing merely by reason of his termination of employment.

(f)	Repayment by Spousal Beneficiary: If a Participant dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire loan balance or may make payments with coupons in accordance with procedures established by the Committee.

12.7 Loans Granted Prior to Amendment or Upon Plan Merger

Notwithstanding any other provision of this Article to the contrary, any loan made (i) under the provisions of the Plan as in effect prior to this amendment and restatement or (ii) under the provisions of any plan which is merged into the Plan prior to the merger date, shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions.

ARTICLE XIII

WITHDRAWALS WHILE EMPLOYED

13.1 Withdrawals of After-Tax Contributions

A Participant who is employed by an Employer or a Related Company may at any time elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his After-Tax Contributions Sub-Account.

13.2 Withdrawals of Rollover Contributions

13.3 Withdrawals of Tax-Deferred Contributions

A Participant who is employed by an Employer or a Related Company and who has attained age 59-1/2 or who is determined by the Administrator to have incurred a hardship as defined in this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his Tax-Deferred Contributions Sub-Account. The maximum amount that a Participant may withdraw pursuant to this Section because of a hardship is the balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings credited to such Sub-Account after December 31, 1988 (or such later date with respect to any plan merged into the Plan as may have been provided pursuant to Federal regulations).

13.4 Limitations on Withdrawals Other than Hardship Withdrawals

Withdrawals made pursuant to this Article, other than hardship withdrawals, shall be subject to the following conditions and limitations:

A Participant must elect a withdrawal with the Administrator such number of days prior to the date as of which it is to be effective as the Administrator shall prescribe.

Withdrawals may generally be made effective as of the day of the week specified by the Sponsor.

Withdrawals shall be made in the form of cash, except that a Participant who has an interest in the Employer Stock Fund may request that the portion of his withdrawal from the Employer Stock Fund be made either in the form of cash or in the form of whole shares of Employer Stock (with any fraction of a share paid in cash).

13.5 Conditions and Limitations on Hardship Withdrawals

A Participant must file a written application for a hardship withdrawal with the Administrator such number of days prior to the date as of which it is to be effective as the Administrator may prescribe. Hardship withdrawals may be made effective as soon as practicable after the

Administrator receives the request. The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:

(a)

expenses previously incurred by or necessary for the Participant, the Participant’s spouse, or any dependent of the Participant (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof) to obtain medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit;

(b)	costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(c)

payment of tuition, related educational fees, and room and board expenses for the next 12 months of post secondary education for the Participant, or the Participant’s spouse, child, or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof;

(d)	payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant’s principal residence;

(e)	payment of funeral or burial expenses for the Participant’s deceased parent, spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof); or

(f)	beginning January 1, 2007, expenses for the repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit).

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if all of the following requirements are satisfied:

The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant.

The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer or any Related Company.

The Participant’s Tax-Deferred Contributions and After-Tax Contributions and the Participant’s elective tax-deferred contributions and employee after-tax contributions under all other tax-qualified plans maintained by an Employer or any Related Company shall be suspended for at least six months after his receipt of the withdrawal.

The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. A

Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his Tax-Deferred Contributions are suspended in accordance with this Section. A hardship withdrawal shall be made in the form of cash.

13.6 Order of Withdrawal from a Participant’s Sub-Accounts

Distribution of a withdrawal amount shall be made from a Participant’s Sub-Accounts, to the extent necessary, in the order prescribed by the Administrator, which order shall, subject to the provisions of this Article permitting distribution in the form of whole shares of Employer Stock, be uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator.

13.7 Restrictions on Withdrawal of Certain Transferred Amounts

In the event any amount is transferred to the Plan from the Eaton Savings Plan, any restrictions on withdrawals under the Eaton Savings Plan with respect to such transferred amounts shall continue to apply under the Plan.

13.8 HEART Act Reservist Withdrawals

Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 13.8, a Participant who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code), who has been on active duty for a period of at least 30 days, may apply for a withdrawal in an amount from his Separate Account that is attributable to Tax-Deferred Contributions. Any distribution made pursuant to this Section 13.8 must be made during the period beginning on the 30th day of active duty and ending on the close of his active duty period. Further, for a period of at least six (6) months after his receipt of the withdrawal, such Participant’s Tax-Deferred Contributions are suspended and the Participant shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions to all other plans maintained by the Employer. For this purpose, the phrase “plans maintained by the Employer” means all qualified and nonqualified plans of deferred compensation maintained by the Employer or any Related Company, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of Code Section 125 and also includes a stock option, stock purchase, or similar plan maintained by the Employer or any Related Company.

ARTICLE XIV

TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1 Termination of Employment and Settlement Date

A Participant’s Settlement Date shall occur on the date he terminates employment with an Employer and all Related Companies because of death, disability, retirement, or other termination of employment. Written notice of a Participant’s Settlement Date shall be given by the Administrator to the Trustee.

ARTICLE XV

DISTRIBUTIONS

15.1 Distributions to Participants

A Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Separate Account in the form provided under Article XVI beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later. In addition, a Participant who continues in employment with an Employer or a Related Company after his Normal Retirement Date may elect to receive distribution of all or any portion of his Separate Account in the form provided under Article XVI at any time following his Normal Retirement Date.

15.2 Distributions to Beneficiaries

In the event of the death of a Participant prior to the Participant’s required beginning date as determined under clause (b) of the first paragraph of Section 15.4, the complete distribution of his Separate Account shall be made to his Beneficiary within five (5) years after the Participant’s death, in a lump sum or in periodic, partial withdrawals as elected by the Beneficiary by written notice to the Committee; provided, however, that such five (5) year requirement shall not apply if the Beneficiary has been designated in writing by the Participant, and if the distribution method elected by the Beneficiary will result in the complete distribution (in accordance with Treasury Regulation) of the Participant’s Separate Account over a period not extending beyond the life expectancy of such Beneficiary. The distribution shall commence as soon as reasonably practicable following notice by the Beneficiary to the Committee requesting such distribution. If, following the death of the Participant, the Beneficiary has not, within a reasonable time as determined by the Committee, prior to the last day of the year following the year that includes the Participant’s date of death, elected a distribution commencing no later than the last day of the year following the year that includes the Participant’s date of death and a method of distribution that satisfies the distribution requirements described above, distribution shall be made in a lump sum on the last day of the year following the year that includes the Participant’s date of death. In the event of the death of a Participant after the Participant’s required beginning date as determined under clause (b) of the first paragraph of Section 15.4, the Separate Account of such Participant shall be distributed to the Participant’s Beneficiary as described above in this Section 15.2 and in accordance with Treasury Regulation, except that the distribution method shall provide for distribution at least as rapidly as under the method of distribution being made to the Participant as of the date of the Participant’s death. A Beneficiary shall be treated as a Participant for purposes of Section 10.3 and Section 10.4(b).

15.3 Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant’s vested interest in his Separate Account does not exceed $5,000, distribution of such vested interest shall be made to the Participant in a single sum cash payment as soon as reasonably practicable following his Settlement Date. If a Participant’s vested interest in his Separate Account exceeds $5,000,

distribution shall not commence to such Participant prior to his Normal Retirement Date without the Participant’s written consent.

In the event of a “mandatory distribution” greater than $1,000 in accordance with the foregoing provisions of this Section, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. A “mandatory distribution” means any distribution made to a Participant without the Participant’s consent that is made before the Participant attains the later of age 62 or his Normal Retirement Date. Distribution to a Participant’s surviving spouse or to an alternate payee under a qualified domestic relations order or to a nonspouse beneficiary is not a “mandatory distribution” for purposes of this Section.

15.4 Required Commencement of Distribution

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s vested interest in his Separate Account shall commence to the Participant no later than the earlier of:

(a)

Unless a Participant elects a later date (with the failure of the Participant to file an application for distribution being treated as an election to postpone distribution), 60 days after the close of the Plan Year in which (i) the Participant’s Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date occurs, whichever is latest; or

(b)

the April 1 following the close of the calendar year in which he attains age 70 1/2, whether or not his Settlement Date has occurred, except that if a Participant is not a five-percent owner (as defined in Section 416 of the Code) at any time during the five-Plan-Year period ending within the calendar year in which he attained age 70 1/2, distribution of such Participant’s vested interest in his Separate Account shall, at the election of such Participant, commence no later than the April 1 following the close of the calendar year in which he attains age 70 ¹ / ₂ or retires, whichever is later (referred to herein as the Participant’s “Required Beginning Date”).

Distributions required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Section 401(a)(9) of the Code and regulations issued thereunder, including the minimum distribution incidental benefit requirements.

15.5 Minimum Distribution Requirements

(a)	General Rules.

(1)

Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.

(2)

Requirements of Treasury Regulation Incorporated. All distributions required under this Section will be determined and made in accordance with the Treasury Regulation under Section 401(a)(9) of the Code.

(3)

TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(b)	Time and Manner of Distribution.

(1)

Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(2)

Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹ / ₂ , if later.

(B)

If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C)

If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(D)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 15.5(b)(2), other than Section 15.5(b)(2)(A), will apply as if the surviving spouse were the Participant.

For purposes of this Section 15.5(b)(2) and Section 15.5(d), unless Section 15.5(b)(2)(D) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 15.5(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3)

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 15.5(c) and 15.5(d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements Section 401(a)(9) of the Code and the Treasury Regulation.

(c)	Required Minimum Distribution During a Participant’s Lifetime.

(1)

Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A)

the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(B)

if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(2)

Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 15.5(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(d)	Required Minimum Distribution After Participant’s Death.

(1)

Death On or After Date Distributions Begin.

(A)

Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(i)

The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.

(ii)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year following death.

(iii)

If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent calendar year following death.

(B)

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.

(2)

Death Before Date Distributions Begin.

(A)

Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 15.5(d)(1).

(B)

No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(C)

Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A),

this Section 15.5(d)(2) will apply as if the surviving spouse were the Participant.

(e)	Definitions.

(1)

Designated beneficiary. The individual who is designated as the Beneficiary under Section1.1 and is the designated beneficiary under Section 401(a)(9) of the Code and Treasury Regulation Section 1.401(a)(9)-4.

(2)

Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 15.5(b)(2). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(3)

Life expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.

(4)

Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5)

Required Beginning Date. The date specified in Section 15.4(b).

15.6 Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall continue to have a right to any distribution or further distributions from the Trust arising from his prior Settlement Date and any amounts credited to his Separate Account with respect to employment after his prior Settlement Date shall be accounted for separately.

15.7 Restrictions on Alienation

Except as provided in Section 401(a)(13) of the Code relating to qualified domestic relations orders and Treasury Regulation Section 1.401(a)-13(b)(2) relating to Federal tax levies and

judgments, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

15.8 Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Administrator, be paid to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Separate Account from which any such payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

15.9 Unclaimed Accounts

(a)

Each Participant and/or each Beneficiary must file with the Committee from time to time in writing his address to which United States mail to him is to be sent and each change of such address. Any communication, statement or notice addressed to a Participant or Beneficiary at such last address filed with the Committee or if no address is filed with the Committee then at the last such address as shown on the Sponsor’s records will be binding on the Participant or Beneficiary for all purposes of the Plan. Neither the Plan nor any person acting on behalf of the Plan (including the Committee and the Trustee) shall be required to search for or locate a Participant or Beneficiary.

(b)

Any other provision of the Plan to the contrary notwithstanding: an “Unclaimed Account” (as hereinbelow defined) of a Participant or Beneficiary shall be forfeited and shall be used to reduce future Employer Contributions as though the Participant or Beneficiary were not vested in the Unclaimed Account. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year exceed the amount of Employer Contribution obligations for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account and shall for all Plan purposes be applied against the Employer Contribution obligations for the following Plan Year. Upon the filing of an application for distribution with respect to a forfeited Unclaimed Account by the Participant or Beneficiary, the Participant’s or Beneficiary’s Unclaimed Account shall be immediately reinstated as though the Participant or Beneficiary were 100% vested in such Unclaimed Account but in an amount equal to the cash value of the Unclaimed Account on the date forfeited. To the extent forfeited amounts are not available to satisfy reinstatements, the Sponsor shall contribute the amount required to reinstate the Participant’s or Beneficiary’s Unclaimed Account. For purposes of this

Section 15.9(b), the term “Unclaimed Account” shall mean any Separate Account or Sub-Account thereof (including any check or other instrument issued in connection with the distribution from such Separate Account or Sub-Account) – (1) the distribution of which is under the terms of the Plan required currently to commence; or (2) the distribution of which has commenced – and with respect to which the person to whom such distribution is to be made has not made written claim therefor in such manner as shall be prescribed by the Committee within 365 days after the Committee has mailed written notice regarding distribution with respect to such Separate Account or Sub-Account to the Participant’s or Beneficiary’s address as determined under Section 15.9(a).

15.10 Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Code, regardless of whether the Participant’s Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan.

15.11 Default to Discontinue 2009 RMDs

Notwithstanding Section 15.4, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. In addition, notwithstanding Section 16.2, and solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs, will be treated as eligible rollover distributions.

ARTICLE XVI

FORM OF PAYMENT

16.1 Form of Payment

Except as otherwise provided under Section 15.3, distribution shall be made to a Participant, or his Beneficiary if the Participant has died, in one of the following forms at the election of the Participant or Beneficiary by notice to the Committee: (i) a single sum payment of the entire amount of the Participant’s Separate Account, or (ii) such amount of the Participant’s Separate Account as the Participant, or his Beneficiary if the Participant has died, may from time to time elect in such manner as shall be prescribed (from time to time) by the Committee.

16.2 Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided under this Article, a “qualified distributee” may elect in writing, in accordance with rules prescribed by the Administrator, to have any portion or all of a distribution that is an “eligible rollover distribution” paid directly by the Plan to the “eligible retirement plan” designated by the “qualified distributee”. Any such payment by the Plan to another “eligible retirement plan” shall be a direct rollover. For purposes of this Section, the following terms have the following meanings:

(a)

An “eligible retirement plan” means any of the following: (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code , (iii) an annuity plan described in Section 403(a) of the Code that accepts rollovers, (iv) a qualified trust described in Section 401(a) of the Code that accepts rollovers, (v) an annuity contract described in Section 403(b) of the Code that accepts rollovers, (vi) an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Section 408A of the Code, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Section 408A(c)(3)(B) of the Code. Notwithstanding the foregoing, the portion of a Participant’s “eligible rollover distribution” that consists of his After-Tax Contributions may only be transferred to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for such contributions, including separate accounting for the portion of such “eligible rollover distribution” that is includible in income and the portion that is not includible in income. Notwithstanding the foregoing, effective for distributions made in Plan Years beginning after December 31, 2009, an “eligible retirement plan” with respect to a “qualified distributee” who is a nonspouse beneficiary means either an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (an “IRA”).

Such IRA must be treated as an IRA inherited from the deceased Participant by the “qualified distributee” and must be established in a manner that identifies it as such.

(b)	An “eligible rollover distribution” means any distribution of all or any portion of the balance of a Participant’s Separate Account; provided, however, that an eligible rollover distribution does not include the following:

(1)

any distribution to the extent such distribution is required under Section 401(a)(9) of the Code,

(2)

any distribution that is one of a series of substantially equal periodic payment made not less frequently than annually for the life or life expectancy of the “qualified distributee” or the joint lives or life expectancies of the “qualified distributee” and the “qualified distributee’s” designated beneficiary, or for a specified period of ten years or more, or

(3)

any distribution made on account of hardship.

(c)

A “qualified distributee” means a Participant, his surviving spouse, his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, or, for periods on and after January 1, 2010, a deceased Participant’s nonspouse beneficiary who is his designated beneficiary within the meaning of Section 401(a)(9)(E) of the Code.

16.3 Notice Regarding Form of Payment

Within the 150 day period ending 30 days before the date as of which distribution of a Participant’s Separate Account commences, the Committee shall provide the Participant with a written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the forms of payment provided under the Plan. Distribution of the Participant’s Separate Account may commence less than 30 days after such notice is provided to the Participant if (i) the Committee clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to his Normal Retirement Date for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution.

16.4 Distribution in the Form of Employer Stock

In the case of the Employer Stock Fund, notwithstanding any provision of the Plan other than Section 13.4 and Section 13.5 to the contrary, a Participant may elect to receive distribution of the portion of his Separate Account which is invested in the Employer Stock Fund in the form of cash or all or a portion in the form of whole shares of Employer Stock (with any fraction of a share paid in cash).

ARTICLE XVII

BENEFICIARIES

17.1 Designation of Beneficiary

A married Participant’s Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouse’s written consent. A Participant may designate a Beneficiary on the form prescribed by the Administrator. If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the Beneficiary under the Plan shall be the Participant’s estate. If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full, and if no other Beneficiary has been designated to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution.

17.2 Spousal Consent Requirements

Any written spousal consent given pursuant to this Article must acknowledge the effect of the action taken, must specify any non-spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without written spousal consent, and must be witnessed by a Plan representative or a notary public. A Participant’s spouse will be deemed to have given written consent to the Participant’s designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a Participant’s spouse hereunder shall be valid only with respect to the spouse who signs the consent.

ARTICLE XVIII

ADMINISTRATION

18.1 Committee

The Plan shall be administered by the Committee which shall be appointed and may be removed by the Board. Members of the Committee may be Participants in the Plan, and may resign at any time upon notice in writing to the Sponsor. The Committee shall act by a majority of its members. The Committee shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code.

18.2 Fiduciary Responsibility

(a)	The Committee shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.

(b)

The Investment Committee shall be appointed and may be removed by the Board, and shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee, and any Investment Manager. The Investment Committee shall have the exclusive authority and responsibility:

(i)

to appoint and remove Investment Managers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement; and

(ii)

to direct the segregation of all or a portion of the assets of any Investment Fund into an Investment Manager account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Manager account or accounts as it deems desirable or appropriate.

(c)

The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Manager, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such “trustee responsibilities,” under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to the Sponsor, such committee of the Board, such committee of officers, or such officers of the Sponsor as shall be designated by the Board. Such persons, and fiduciaries designated by such persons as above provided, may employ others to render advice to them relative to their respective responsibilities under the Plan.

18.3 Committee Power and Rules

The Committee is authorized to make such uniform rules as may be necessary to carry out the provisions of the Plan and shall determine any questions arising in the administration, interpretation, and application of the Plan, which determinations shall be conclusive and binding on all parties, subject to the right of a party to pursue a claim under ERISA. The Committee shall have absolute discretion in carrying out its responsibilities. The Committee is also authorized to adopt such uniform rules as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Committee to act without formally convening and to provide that action of the Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not be a member of the Committee, who shall record the minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Committee may retain legal counsel (who may be counsel to the Sponsor) when and if the Committee finds it necessary or convenient to do so, and may also employ such other assistants, clerical or otherwise, as it may deem needed, and expend such monies as may be required for the proper performance of its work. Such costs and expenses shall be borne by the Employers, as determined by the Sponsor.

18.4 Reliance

To the extent permitted by law, the Committee, the Investment Committee, the Trustee, the boards of directors of the Employers and their respective officers and employees shall not be liable for the directions, actions, or omissions of any agent, legal or other counsel, accountant, actuary, or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committee, the Investment Committee, the Trustee, the board of directors of the Employers, and the Employers and their respective officers and employees shall be entitled to rely upon all information and advice which may be given by such experts and shall be fully protected in respect to any action taken or suffered by them in good faith reliance upon any such information or advice. All actions so taken or suffered shall be conclusive upon each of them and upon all Participants, and other persons having or claiming to have any interest in or under the Plan.

18.5 Indemnification

Each member of the Committee and the Investment Committee and any other employee of the Sponsor or an Employer shall be fully indemnified by his employer against all liabilities, costs and expenses (including defense costs but excluding any amount representing a settlement unless such settlement be approved by his employer) imposed upon him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Committee, the Investment Committee or other employee arising out of any act, or failure to act, in good faith with respect to the Plan to the full extent of the law. The foregoing rights of indemnification shall not be exclusive of other rights to which any member of the Committee, the Investment Committee, or employee may be entitled as a matter of law, contract, or otherwise.

18.6 Claims Review Procedure

Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control with respect to the resolution of such claims. Whenever a claim for benefits under the Plan filed by any person (herein referred to as the “Claimant”) is denied, whether in whole or in part, the Sponsor shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, and (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Committee a written request therefor, which request shall contain the following information:

(a)

the date on which the Claimant’s request was filed with the Committee; provided, however, that the date on which the Claimant’s request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;

(b)	the specific portions of the denial of his claim which the Claimant requests the Committee to review;

(c)	a statement by the Claimant setting forth the basis upon which he believes the Committee should reverse the previous denial of his claim for benefits and accept his claim as made; and

(d)	any written material (offered as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the Committee shall conduct a full and fair review of the decision denying the Claimant’s claim for benefits and shall render its written decision on review to the Claimant. The Committee’s decision on review shall be written in a manner calculated to be understood by the Claimant, shall specify the reasons and Plan provisions upon which the Committee’s decision was based and shall include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim for benefits.

18.7 Qualified Domestic Relations Orders

The Committee shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed

to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Section 414(p) of the Code and regulations issued thereunder.

ARTICLE XIX

AMENDMENT AND TERMINATION

19.1 Amendment

Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of the Committee, amend the Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor.

19.2 Limitation on Amendment

The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries.

19.3 Termination

The Sponsor reserves the right, by action of the Committee, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the “termination date”). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:

(a)

As of the termination date, each Investment Fund shall be valued and all Separate Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b)

All Separate Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), the Participant’s written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Separate Account.

(c)

Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax-Deferred Contributions Sub-Account on account of Plan termination (other than a distribution made in accordance with Article XIII or required in accordance with Section 401(a)(9) of the

Code) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than two percent of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub-Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

19.4 Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as to such Employer. If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more Participants terminates employment but continues in employment with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Section 401(a)(9) of the Code), except that a distribution shall be permitted to be made in such a case, subject to the Participant’s consent (to the extent required by law), if (i) the distribution would constitute a “lump sum distribution” as defined in section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), or (iv) of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof, (ii) the Employer continues to maintain the Plan after the disposition, (iii) the purchaser does not maintain the Plan after the disposition, and (iv) the distribution is made by the end of the second calendar year after the calendar year in which the disposition occurred.

19.5 Withdrawal of an Employer

An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its

complete discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other Employer. The withdrawal of an Employer shall be treated as a termination of the Plan with respect to Participants who at the time are employed by such Employer. In the event of any such withdrawal of an Employer, the action specified in Section 19.3 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company. The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Separate Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan.

ARTICLE XX

ADOPTION BY RELATED COMPANIES

20.1 Adoption by Related Companies

A Related Company that is not an Employer may, with the consent of the Committee, adopt the Plan with respect to the entire Related Company or any collective bargaining unit, plant, division, or other business operation of the Related Company and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its board of directors. Any such instrument shall specify the effective date of the adoption and the collective bargaining unit, plant, division, or other business operation for which coverage is adopted, if appropriate and, with the consent of the Sponsor, any overriding provisions as described in Section 20.3. For purposes of computing Hours of Service, Eligibility Service, and Vesting Service of an Employee who is in the employ of the adopting Employer on the effective date of the adoption, employment with the Employer before the effective date of the adoption shall be treated as employment with an Employer.

20.2 Extension of Coverage

An Employer may, with the consent of the Committee, extend Plan coverage to any collective bargaining unit, plant, division, or other business operation that is not already covered under the Plan by causing an appropriate written instrument evidencing such extension to be executed pursuant to the authority of its board of directors. Any such instrument shall specify the effective date of the extension and the collective bargaining unit, plant, division, or other business operation to which coverage is extended, and, with the consent of the Sponsor, any overriding provisions as described in Section 20.3. For purposes of computing Hours of Service, Eligibility Service, and Vesting Service of an Employee who is in the employ of the adopting Employer on the effective date of the extension, employment with the Employer before the effective date of the extension shall be treated as employment with an Employer.

20.3 Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan; provided, however, that the Sponsor may add an addendum to the Plan setting forth special overriding provisions applicable to the adoption of the Plan by such Employer, or to the extension of coverage under the Plan to a collective bargaining unit, plant, division, or other business operation of such Employer, for separate eligibility, contribution, life insurance, loan, in-service withdrawal, distribution, and form of payment requirements with respect to Employees of such Employer or to Employees in the collective bargaining unit, plant, division, or other business operation of such Employer to which coverage under the Plan has been extended. Similarly, the Sponsor may add an addendum to the Plan setting forth the special overriding provisions applicable to a collective bargaining unit, plant, division, or other business operation of the Sponsor. Any such addendum shall for all purposes constitute a part of the Plan.

ARTICLE XXI

MISCELLANEOUS PROVISIONS

21.1 No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period.

21.2 Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries.

21.3 No Guarantees

The Employers, the Administrator, the Committee, the Investment Committee, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become due to any person hereunder.

21.4 Expenses

The expenses of administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust as a general charge thereon, unless the Sponsor elects to make payment. Notwithstanding the foregoing, the Sponsor may direct that administrative expenses that are allocable to the Separate Account of a specific Participant shall be paid from that Separate Account and the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment Fund shall be paid by the Trustee from such Investment Fund.

21.5 Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar circumstances.

21.6 Duty to Furnish Information

The Employers, the Administrator, the Committee, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

21.7 Withholding

The Trustee shall withhold any tax which by any present or future law is required to be withheld, and which the Administrator notifies the Trustee in writing is to be so withheld, from any payment to any Participant or Beneficiary hereunder.

21.8 Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

21.9 Back Pay Awards

The provisions of this Section shall apply only to an Employee or former Employee who becomes entitled to back pay by an award or agreement of an Employer without regard to mitigation of damages. If a person to whom this Section applies was or would have become an Eligible Employee after such back pay award or agreement has been effected, and if any such person who had not previously elected to make Tax-Deferred Contributions pursuant to Section 4.1 shall within 30 days of the date he receives notice of the provisions of this Section make an election to make Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to any Enrollment Date as of which he was or has become eligible to do so), then such Participant may elect that any Tax-Deferred Contributions not previously made on his behalf but which, after application of the foregoing provisions of this Section, would have been made under the provisions of Article IV and any After-Tax Contributions which he had not previously made but which, after application of the foregoing provisions of this Section, he would have made under the provisions of Article V, shall be made out of the proceeds of such back pay award or agreement. In addition, if any such Employee or former Employee would have been eligible to participate in the allocation of Employer Contributions under the provisions of Article VI for any prior Plan Year after such back pay award or agreement has been effected, his Employer shall make an Employer Contribution equal to the amount of the Employer Contribution which would have been allocated to such Participant under the provisions of Article VI as in effect during each such Plan Year. The amounts of such additional contributions shall be credited to the Separate Account of such Participant. Any additional contributions made by such Participant and by an Employer pursuant to this Section shall be made in accordance with, and subject to the limitations of the applicable provisions of Articles IV, V, VI, and VII.

21.10 Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Section 401(a) of the Code, the exempt status of the Trust under Section 501(a) of the Code, and the deductibility of the contribution under Section 404 of the Code. Except as otherwise provided in this Section and Section 21.11, however, in no event shall any portion of

the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Company.

21.11 Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:

(a)	is made under a mistake of fact, or

(b)	is disallowed as a deduction under Section 404 of the Code,

such contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. In the event the Plan does not initially qualify under Section 401(a) of the Code, any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under Section 403(c)(2)(B) of ERISA.

21.12 Validity of Plan

The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the State of Ohio, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

21.13 Trust Agreement

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan.

21.14 Parties Bound

The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them.

21.15 Application of Certain Plan Provisions

A Participant’s Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X. For purposes of the general administrative provisions and limitations of the Plan, a Participant’s Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant for all purposes of the Plan.

21.16 Leased Employees

Any leased employee, other than an excludable leased employee, shall be treated as an employee of the Employer for which he performs services for all purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k), 408(p), 410, 411, 415, and 416 of the Code; provided, however, that no leased employee shall accrue a benefit hereunder based on service as a leased employee except as otherwise specifically provided in the Plan. A “leased employee” means any person who performs services for an Employer or a Related Company (the “recipient”) (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the “leasing organization”) on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction or control by the recipient. An “excludable leased employee” means any leased employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation, (ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipient’s nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the recipient shall be treated as provided by the recipient.

21.17 Transferred Funds

If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.

21.18 Certain Provisions Not Applicable to Bargaining Units

Notwithstanding any provision of the Plan to the contrary, as permitted by Treasury Regulation, provisions of the Plan relating to determination and distribution of “excess contributions,” including Sections 7.6, 7.7, and 7.8, shall not be applicable with respect to any Employee who is covered by a collective bargaining agreement and a member of a Covered Group.

21.19 Uniformed Services

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

If a Participant who is absent from employment as an Employee because of military service dies after December 31, 2006, while performing qualified military service (as defined in Section 414(u) of the Code), the Participant shall be treated as having returned to employment as an Employee on the day immediately preceding his death for purposes of determining the

Participant’s vested interest in his Separate Account and his Beneficiary’s eligibility for a death benefit under the Plan. Notwithstanding the foregoing, except as otherwise specifically provided elsewhere in the Plan, such a Participant shall not be entitled to additional contributions with respect to his period of military leave.

21.20 Transfer from Other Qualified Plans

With the Sponsor’s consent (by action of the Committee) a company may cause to be transferred to the Trustee all or any of the assets held in respect of any other plan or trust which satisfies the applicable requirements of the Code relating to qualified plans and trusts which is maintained by a company for the benefit of its common-law employees. Any assets transferred to the Plan shall be accompanied by written instructions from the company, or the trustee or custodian holding such assets, setting forth the employees for whose benefit such assets have been transferred and showing separately the respective contributions by the company and by the employees and the current values of the assets attributable thereto. Upon receipt of such assets and instructions the Trustee shall thereafter proceed in accordance with the provisions of the Plan.

In the event that a transfer of assets consisting of Employer Stock acquired with the proceeds of an exempt loan to an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code is made from another plan to the Plan, any rights and protections that are nonterminable within the meaning of Treasury Regulation Section 54.4975-11(a)(3)(ii) shall continue to apply for the benefit of Participants whose interests in such Employer Stock have been transferred to the Plan, no such Employer Stock shall be subject to a put, call or other option, or a buy-sell or similar arrangement except as otherwise required by the Code and applicable Treasury Regulation and, for the purpose of effectuating the foregoing, terms in substance as set forth in Section 15.9 (Rights to Put Eaton Shares), 15.10 (Restrictions on Transfer of Eaton Shares), and 15.11 (Appraisal Requirement if Employer Securities Not Readily Tradable) of the Eaton Savings Plan shall be applicable for the benefit of such Participants with respect to such transferred Employer Stock.

21.21 Transfer to Other Qualified Plans

Subject to Sections 21.8 and 21.17, with the Sponsor’s consent (by action of the Committee) an Employer by written direction to the Trustee may transfer some or all of the assets held under the Plan to another plan or trust meeting the requirements of the Code relating to qualified plans and trusts. Upon receipt of such written direction the Trustee shall cause to be transferred the assets so directed.

ARTICLE XXII

EFFECTIVE DATE

22.1 General

Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2010. Unless and to the extent otherwise expressly provided in this amendment and restatement of the Plan, no provision of this amendment and restatement of the Plan shall be construed to expand the definition of eligible employees, change accrued benefits, or otherwise change any substantive provision of the Plan as in effect prior to January 1, 2010, with respect to periods prior to January 1, 2010. The provisions of this restatement supersede those of any prior restatements to the extent inconsistent herewith.

22.2 Legal Compliance Effective Date Provisions

Unless otherwise specifically provided by the terms of the Plan, this amendment and restatement is effective with respect to each change made to satisfy the provisions of (i) Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) (with technical corrections made by the Job Creation and Worker Assistance Act of 2002), (ii) American Jobs Creation Act of 2004, (iii) Katrina Emergency Tax Relief Act of 2005, (iv) Gulf Opportunity Zone Act of 2005, (v) Pension Protection Act of 2006 (“PPA”), (vi) U.S. Troop Readiness, Veterans’ Care, Katrina Recovery, and Iraq Accountability Appropriations Act, 2007, (vii) Heroes Earnings Assistance and Relief Act of 2008 (“Heart Act”), (viii) Emergency Stabilization Act of 2008, (ix) Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), (x) any other change in the Code or ERISA, or (xi) regulations, rulings, or other published guidance issued under the Code, ERISA, or legislative enactments listed above (a “Compliance Amendment”), the first day of the first period (which may or may not be the first day of a Plan Year) with respect to which such change became required because of such provision, and shall also be effective with respect to any plan merged into the Plan as of the first date such change became required by reason of such provision (including for periods prior to the merger date to the extent so required), and accordingly is also an amendment of any plan merged into the Plan for this purpose (but, unless otherwise specifically indicated, with respect only to employees who retire, die, or otherwise terminate their employment on or after said date). This provision shall be effective to amend any plan merged into the Plan only with respect to Compliance Amendments, and shall not be construed to expand the definition of “eligible employee,” change benefit rates, or otherwise change any substantive provision of any plan merged into the Plan that is not directly affected by a Compliance Amendment prior to the merger date. This amendment and restatement is

intended as good faith compliance with the requirements of legislative enactments described above and is to be construed in accordance with guidance issued thereunder.

* * *

EXECUTED AT Cleveland, Ohio, this day of , 2010.


EATON CORPORATION

By:
		Title:

And:
		Title:

ADDENDUM

SCHEDULE OF COVERED GROUPS


Description of Covered Group	Date Plan Coverage Effective	Plan Effective Date Prior to Plan Merger

Employees covered by a collective bargaining agreement with:

• UAW Local 164, Auburn, IN	October 1, 1997	N/A

• IAM and Aerospace Workers,Local 77, Eden Prairie, MN	July 1, 1998	January 1, 1990

• Beaver Salaried Employees Association (BSEA), Beaver, PA	September 1, 1998	February 1, 1994

• IBEW, AFL-CIO, Local 201,Beaver, PA	September 1, 1998	February 1, 1994

• IBEW, AFL-CIO, Local 1833,Horseheads, NY	September 1, 1998	February 1, 1994

• IAMAW Local 1165, Lincoln, IL	May 1, 1999	January 1, 1994

• IAM Local 70, Hutchinson, KS	July 1, 2000	July 3, 1988

• UPIU Local 7967, Cleveland, OH	July 1, 2000	January 1, 1995

• UAW Local 475, Jackson, MI	January 1, 2001	N/A

• IUE Local 792, Jackson, MS	January 1, 2002	N/A

• UAW Local 1404, Columbia City, IN	July 1, 2003	N/A

• Centurion/John Crane/EKK Eagle American Shop Union, Warwick, RI	January 1, 2006	N/A

• UAW Local 2262, Euclid OH	July 1, 2007	November 1, 2002

COVERED GROUPS THAT HAVE CLOSED/CLOSED LOCATIONS


Description of Covered Group	Date Plan Coverage Effective	Plan Effective Date Prior to Plan Merger	Coverage End Date
Employees covered by a collective bargaining agreement with:

• IAM Local 78, Milwaukee, WI	July 1, 1996	N/A	, 1980

• IAM Local 1061, Milwaukee, WI	July 1, 1996	N/A	March 15, 2003

• USWA Local 7509, Shelbyville, TN	September 1, 1996	N/A	, 2003

• UAW Local 220, Marshall, MI	January 1, 1997	N/A	July 30, 2006

• Metal Processors Union IUAP & NW AFL-CIO, Local 16, Rochelle, IL	January 1, 1997	N/A	, 2006

• UPIU Local 7334, Massillon, OH	March 1, 1999	[N/A]	[DATE]

• UAW Local 1609, Winimac, IN	December 1, 1999	January 1, 1995	, 1998

• IAMAW Local 725, Los Angeles, CA	January 1, 2000	N/A	[DATE]

• UAW Local 1966, Jackson, MI	January 1, 2002	N/A	November 8, 2007

• IAMAW Local 2528, Hohenwald, TN	May 1, 2003	N/A	July 29, 2005

• PACE – Local 7433, Saginaw, MI	June 1, 2003	January 1, 1990	December 17, 2007

• United Employees Union, Elizabeth, NJ	September 3, 2005	N/A	, 2006



• IAM Local 97, Portage, MI	September 1, 2006	N/A	October 21, 2008

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

Beaver Salaried Employees Association (BSEA), Beaver PA

IBEW, AFL-CIO, Local 201, Beaver, PA

IBEW, AFL-CIO, Local 1833, Horseheads, NY

Effective September 1, 1998, the Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees (the “C-H Plan”) was merged into the Plan and the assets of the C-H Plan were transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. In connection with the merger described herein, and pursuant to negotiations with representatives of each Covered Group previously covered by the C-H Plan, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of September 1, 1998, except as otherwise expressly provided.

1.	Section 4.2 is replaced by Section 4A.2, but with respect to only IBEW, AFL-CIO, Local 1833, Horseheads, NY, effective March 25, 2006, as follows:

4A.2

Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5A.2, but with respect to only IBEW, AFL-CIO, Local 1833, Horseheads, NY, effective March 25, 2006, as follows:

5A.2

Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5A.9, but with respect to only IBEW, AFL-CIO, Local 1833, Horseheads, NY, effective March 25, 2006, as follows:

5A.9

Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

Notwithstanding any provision of the Plan to the contrary, a Participant’s rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 30 percent of his Compensation.

4.	Article VI is replaced by Article VIA, as follows:

ARTICLE VIA

EMPLOYER CONTRIBUTIONS

6A.1 Applicability

The provisions of this Article are applicable, effective July 1, 2010, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and Beaver Salaried Employee Association (BSEA), Beaver, PA, IBEW, AFL-CIO, Local 201, Beaver, PA, or IBEW, AFL-CIO, Local 1833, Horseheads, NY; prior to July 1, 2010, the provisions of the 2002 Restatement, as amended, shall be applicable.

6A.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the “match level” and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the “match level”. For purposes of this Article, the “match level” means 6 percent of the Employee’s Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6A.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee’s Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee’s After-Tax Contributions.

The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

6A.3 Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d) (5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6A.4 Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account during a

given Plan Year, provided the Participant is an Employee on the last day of the Plan Year for which such matching contributions are made. Except as otherwise provided in this Section, if a Participant is not an Employee on the last day of a given Plan Year, any matching contributions credited to the Participant’s Employer Contributions Sub-Account during the Plan Year in which the Participant ceases to be an Employee shall be forfeited. Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his Employer Contributions Sub-Account, if (i) he ceases to be employed by the Employers on or after having attained the age and service required for early or normal retirement under any Employer pension plan in which he is a participant at the time of termination; (ii) he ceases to be employed by the Employers on or after his 65th birthday; (iii) he dies while in the employ of the Employers; (iv) he becomes physically or mentally disabled such that he can no longer continue in the service of his Employer, as determined by the Administrator on the basis of a written certificate of a physician acceptable to it; or (v) his employment with the Employers is terminated due to a plant closing or sale, economic conditions, or elimination or transfer of a product line.

Notwithstanding the foregoing, a Participant who is a member of IBEW, AFL-CIO Local 1833, Horseheads, NY, shall be 100% vested in, and have a nonforfeitable right to, the matching contribution credited to his Employer Contributions Sub-Account during a given Plan Year, provided he is a Participant who completes an Hour of Service on or after January 1, 2006.

6A.5 Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant’s vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant’s vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant’s vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

6A.6 Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures occurring during the Plan Year pursuant to Section 6A.5 that are not used to pay Plan expenses.

5.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6A.1 for whom matching contributions are made:

13.8 Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

6.	The following provision is added to Article XVI:

16.5 Certain Additional Methods of Payment

In the case of a Participant who is no longer an Employee, who has retired under an Employer pension plan (not including a Participant who has terminated with a right to a deferred vested pension under an Employer pension plan), and who had an account balance under the C-H Plan immediately prior to September 1, 1998 (a “Retired Participant”), the following shall apply:

In lieu of receiving a single sum payment under Section 16.1, and notwithstanding the provisions of Section 15.4, a Retired Participant may elect to receive distribution of his Separate Account in accordance with one of the following options:

(a)

He may elect to receive monthly or annual installments, the amount of which is determined by the Retired Participant at retirement. Monthly installments shall begin as soon as practicable following his written direction to the Administrator. For annual installments, the first installment will be paid as soon as practicable following the close of the Plan Year in which the Participant retires and each subsequent installment will be paid as close as practicable to the annual anniversary of the first payment. Each installment shall be paid in cash on a pro rata basis from each Investment Fund in which he has an interest. Payments shall be made until the Retired Participant’s Separate Account is depleted. Payments under this option must be at least equal to the amount required under Section 401(a)(9) of the Code and regulations issued thereunder.

(b)

He may elect to defer receipt of his Separate Account until such time as he instructs the Administrator that he wishes to receive his Separate Account

in whole or in part. In no event, however, may the Retired Participant defer receipt of his first payment beyond the April 1 following the calendar year in which he attains age 70-1/2, and such first payment and all subsequent payments must be at least equal to the amounts required under Section 401(a)(9) of the Code and regulations issued thereunder.

The initial election of one of the options set forth in paragraph (a) or (b) above must be made in writing by the Retired Participant prior to his retirement. A Retired Participant may cancel the election made under paragraph (a) or (b) above at any time and elect the option set forth in paragraph (b) or (a), respectively.

A Retired Participant who has elected the option set forth in paragraph (a) may also request a partial distribution as outlined in paragraph (b) in addition to his scheduled monthly or annual payment.

A Participant who had an account balance under the C-H Plan immediately prior to September 1, 1998, and becomes disabled prior to his termination of employment with the Employers as described in Section 6A.4 (a “disabled Participant”) shall be treated for the purpose of this Section as though he were retired on the date he is determined to be disabled and he shall be entitled to the same options set forth above.

In the event a Participant who had an account balance under the C-H Plan immediately prior to September 1, 1998, dies prior to his termination of employment with the Employers, the following shall apply:

(c)

If the total value of the Participant’s Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant’s death occurred prior to the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant’s death or may elect to leave the Participant’s Separate Account in the Plan. If the spouse elects to leave the Participant’s Separate Account in the Plan, the spouse shall be treated as a terminated Participant. Amounts which remain in the Plan must be withdrawn (in one lump sum only) not later than by the Participant’s Normal Retirement Date; no partial distributions shall be permitted.

(d)

If the total value of the Participant’s Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant’s death occurred on or after the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant’s death or may elect to leave the Participant’s Separate Account in the Plan. If the spouse elects to leave the Participant’s Separate Account in the Plan, he shall be treated as a Retired Participant and the investment and payout options which are available to Retired Participants shall be available to the spouse.

In the event of the death of a Retired Participant or a disabled Participant, the following shall apply:

(e)

If the total value of the Participant’s Separate Account exceeds $5,000 and the designated Beneficiary is the spouse, the spouse shall be treated as a Retired Participant and the investment and payout options which are available to a Retired Participant shall be available to the spouse.

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

UAW, Local 1966, Jackson, Michigan (Covered Group)

(As Amended and Restated Effective January 1, 2003)

Certain assets of the Aeroquip-Vickers Savings and Profit-Sharing Plan (the “A-V Plan”) were transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. In connection with the asset transfer, and pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group, effective as of January 1, 2003.

1.	Article VI is replaced by Article VIB, as follows:

ARTICLE VIB

EMPLOYER CONTRIBUTIONS

6B.1 Applicability

The provisions of this Article shall be applicable effective January 1, 2003, but with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and UAW, Local 1966, Jackson, Michigan.

6B.2 Matching Contributions

The Sponsor shall make no matching contributions to the Plan for periods on and after January 1, 2003. For periods prior to January 1, 2003, the Sponsor made matching contributions pursuant to this Section 6B.2 as then in effect.

6B.3 Vesting of Employer Contributions

A Participant shall at all times be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account.

6B.4 Profit Sharing Contributions

In accordance with Section 21.22(c), a Profit Sharing Contributions Sub-Account was established for each A-V Transferee with respect to whom a “Profit Sharing Contributions Account” was maintained under the A-V Plan (“A-V PS Account”) to which was credited profit sharing contributions in the amount credited to such A-V Transferee under such A-V PS Account. No additional contributions shall be made to such Profit Sharing Contributions Sub-Account under the Plan. The amount credited to the A-V PS Account of an A-V Transferee invested in the “Eaton Stock Fund” under the A-V Plan immediately prior to the Asset Transfer Date was invested in the Employer Stock Fund on the Asset Transfer Date. An A-V Transferee may direct that his Profit

Sharing Contributions Sub-Account be reallocated among Investment Funds to the same extent that he may reallocate investment of his Employer Contributions Sub-Account in accordance with Section 10.4(b), provided that upon reaching age 55 he may reallocate 100% of his Profit Sharing Contributions Sub-Account among Investment Funds in a manner consistent with the requirements of Section 10.3.

6B.5 Election of Former Vesting Schedule

2.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6B.1 for whom matching contributions were made:

13.8 Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from his Employer Contributions Sub-Account, provided, however, that he may not withdraw any portion of such Sub-Account which has been designated as a qualified matching contribution or any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal; provided that the Participant may make a withdrawal from his Employer Contributions Sub-Account attributable to transferred matching contributions made under the A-V Plan for contribution periods prior to January 1, 2002 at any time on or after his attainment of age 59 ¹ / ₂ .

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

IAM Local 70, Hutchinson, KS (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group, effective March 1, 2003.

1.	Section 4.2 is replaced by Section 4.2C, as follows:

4.2C Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2C, as follows:

5.2C Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9C, as follows:

5.9C Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

IAMAW Local 2528, Hohenwald, TN (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provisions of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group, effective May 1, 2003.

1.	Section 4.2 is replaced by Section 4.2D, as follows:

4.2D Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2D, as follows:

5.2D Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9D, as follows:

5.9D Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

PACE – Local 7433, Saginaw, MI (Covered Group)

1.	Effective June 1, 2003, Section 4.2 is replaced by Section 4.2E, as follows:

4.2E Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2E, as follows:

5.2E Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9E, as follows:

5.9E Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

4.	A new Section 21.23E is added to provide as follows, effective October 1, 2003:

21.23E Transfer from the Eaton Corporation Engine Components Division Saginaw Plant Hourly Employees 401(k) Plan

The Eaton Corporation Engine Components Division Saginaw Plant Hourly Employees 401(k) Plan (the “Saginaw Plan”) is being merged into the Plan and the assets of the Saginaw Plan are being transferred to the Trust, in accordance with the requirements of

Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. As a result of the merger, the following additional method of payment shall apply:

16.5	Annuity Form of Payment

In the event that a Participant elects payment of his Separate Account in the form of an annuity, then the provisions of this Section 16.5 shall apply with respect to distribution of his Separate Account, notwithstanding any provision of the Plan to the contrary.

(a)

Definitions

For purposes of this Addendum, the following terms have the following meanings:

(i) A Participant’s “annuity starting date” means the first day of the first period for which an amount is paid as an annuity or any other form.

(ii) The “automatic annuity form” means the form of annuity that will be purchased on a Participant’s behalf as provided in paragraph (d) unless the Participant elects another form of annuity as provided in paragraph (d).

(iii) A “qualified election” means an election that is made during the qualified election period. A qualified election of a form of payment other than the automatic annuity form applicable to the Participant or designating a Beneficiary other than the Participant’s spouse to receive amounts otherwise payable as a qualified preretirement survivor annuity must include the written consent of the Participant’s spouse, if any. A Participant’s spouse will be deemed to have given written consent to the Participant’s election if the Participant establishes to the satisfaction of a Plan representative that spousal consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. The spouse’s written consent must acknowledge the effect of the Participant’s election, must specify the form of payment selected instead of the automatic annuity form, if applicable, must specify any non-spouse Beneficiary designated by the Participant, and must be witnessed by a Plan representative or a notary public. Any written consent given or deemed to have been given by a Participant’s spouse hereunder shall be irrevocable and shall be effective only with respect to such spouse and not with respect to any subsequent spouse.

(iv) The “qualified election period” with respect to the automatic annuity form means the 180 day period ending on a Participant’s annuity starting date. The “qualified election period” with respect to a qualified preretirement survivor annuity means the period beginning on the later of (i) the date he elects an annuity form of payment or (ii) the first day of the Plan Year in which the Participant attains age 35 or, if he terminates employment prior to such date, the day he terminates employment with his Employer and all Related Corporations.

(v) A “qualified joint and survivor annuity” means an immediate annuity payable at earliest retirement age under the Plan, as defined in regulations issued under Section 401(a)(11) of the Code, for the life of a Participant with a survivor annuity payable for the life of the Participant’s spouse that is equal to at least 50 percent of the amount of the annuity payable during the joint lives of the Participant and his spouse, provided that the survivor annuity shall not be payable to a Participant’s spouse if such spouse is not the same spouse to whom the Participant was married on his annuity starting date.

(vi) A “qualified preretirement survivor annuity” means an annuity payable to the surviving spouse of a Participant in accordance with the provisions of paragraph (e).

(vii) A “single life annuity” means an annuity payable for the life of the Participant.

(b)

Optional Form of Payment

A Participant or his Beneficiary, as the case may be, may elect to receive distribution of his Separate Account through the purchase of a single premium, nontransferable annuity contract for such term and in such form as the Participant, or his Beneficiary, if the Participant has died, shall select, subject to the provisions of paragraph (d); provided, however, that a Participant’s Beneficiary may not elect to receive distribution of an annuity payable over the joint lives of the Beneficiary and any other individual. The terms of any annuity contract purchased hereunder and distributed to a Participant or his Beneficiary shall comply with the requirements of the Plan. Notwithstanding the foregoing, a Participant may elect payment in the form of a qualified optional survivor annuity pursuant to which is a paid an immediate annuity for the life of the Participant with a survivor annuity payable for the life of the Participant’s spouse that is equal to 75 percent of the amount of the annuity payable during the joint lives of the Participant and his spouse.

(c)

Change of Option Election

Subject to the provisions of paragraph (d), a Participant or Beneficiary who has elected the optional form of payment under paragraph (b) may revoke or change his election at any time prior to his annuity starting date by filing with the Administrator a written election in the form prescribed by the Administrator.

(d)

Form of Annuity Requirements

If a Participant elects to receive distribution through the purchase of an annuity contract, distribution shall be made to such Participant through the

purchase of an annuity contract that provides for payment in one of the following automatic annuity forms, unless the Participant elects a different type of annuity:

(i) The automatic annuity form for a Participant who is married on his annuity starting date is the 50 percent qualified joint and survivor annuity.

(ii) The automatic annuity form for a Participant who is not married on his annuity starting date is the single life annuity.

A Participant’s election of an annuity other than the automatic annuity form shall not be effective unless it is a qualified election; provided, however, that spousal consent shall not be required if the form of annuity elected by the Participant is a qualified joint and survivor annuity. A Participant who has elected the optional annuity form of payment can revoke or change his election only pursuant to a qualified election.

(e)

Qualified Preretirement Survivor Annuity Requirements

If a married Participant elects to receive distribution through the purchase of an annuity contract and dies before his annuity starting date, his spouse shall receive distribution of 50 percent of the value of the vested portions of the Participant’s Separate Account through the purchase of an annuity contract that provides for payment over the life of the Participant’s spouse. A Participant’s spouse may elect to receive distribution under any one of the other forms of payment available under the Plan instead of in the qualified preretirement survivor annuity form. If a married Participant’s Beneficiary designation on file with the Administrator designates a non-spouse Beneficiary, the non-spouse Beneficiary shall be entitled to receive distribution only of the vested portions of the Participant’s Separate Account that remain after distribution has been made to the Participant’s spouse. A Participant can only designate a non-spouse Beneficiary to receive distribution of that portion of his Separate Account otherwise payable as a qualified preretirement survivor annuity pursuant to a qualified election.

(f)

Notice Regarding Forms of Payment

Within a reasonable period of time prior to the date a Participant could commence distribution of his Separate Account under the Plan, the Administrator shall provide him with a written explanation of the forms of payment available under the Plan. If a Participant elects to receive distribution through the purchase of an annuity contract, the Administrator shall provide the Participant with a written explanation of (i) the terms and conditions of the automatic annuity form and the other forms of payment available under the Plan, (ii) the Participant’s right to choose a form of payment other than the automatic annuity form or to revoke such choice, and (iii) the rights of the Participant’s spouse. The Administrator shall provide such explanation within the 150-day period ending 30 days before

the Participant’s annuity starting date. In addition, the Administrator shall provide such a Participant with a written explanation of (i) the terms and conditions of the qualified preretirement survivor annuity, (ii) the Participant’s right to designate a non-spouse Beneficiary to receive distribution of that portion of his Separate Account otherwise payable as a qualified preretirement survivor annuity or to revoke such designation, and (iii) the rights of the Participant’s spouse.

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

UAW Local 1404, Columbia City, IN (Covered Group)

1.	Section 4.2 is replaced by Section 4.2F, as follows:

4.2F Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2F, as follows:

5.2F Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9F, as follows:

5.9F Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

IUE Local 729, Jackson, MS (Covered Group)

1.	Section 4.2 is replaced by Section 4.2G, as follows:

4.2G Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2G, as follows:

5.2G Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9G, as follows:

5.9G Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

4.	Notwithstanding any provision of the Plan to the contrary, a Participant’s rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 30 percent of his Compensation.

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

United Employees Union, Elizabeth, NJ (Covered Group)

1.	Section 4.2 is replaced by Section 4.2H, as follows:

4.2H Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2H, as follows:

5.2H Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9H, as follows:

5.9H Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

4.	Article VI is replaced by Article VIH, as follows:

ARTICLE VIH

EMPLOYER CONTRIBUTIONS

6H.1 Applicability

The provisions of this Article are applicable, effective September 3, 2005, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and United Employees Union, Elizabeth, NJ.

6H.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the “match level” and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the “match level”. For purposes of this Article, the “match level” means 6 percent of the Employee’s Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation and for any period during which his employment is not described in Section 6H.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account (Matching) maintained to reflect matching contributions made for the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee’s Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee’s After-Tax Contributions.

The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in that portion of his Employer Contributions Sub-Account (Matching) that is attributable to qualified matching contributions shall be at all times 100 percent.

6H.3 Employer Retirement Contributions

The Sponsor shall make an employer retirement contribution to the Plan for each Eligible Employee for each Plan Year in an amount equal to a percentage of his Compensation for the Plan Year determined as follows:

If the Eligible Employee became a participant in the Hayward Industries, Inc. Pension Plan after January 1, 1996, such percentage shall be 4%.

If the Eligible Employee became a participant in the Hayward Industries, Inc. Pension Plan on or before January 1, 1996, such percentage shall be determined according to the following chart:


Date of Birth		Percentage of Compensation Contribution
Before January 1, 1946		7%
From January 1, 1946 through December 31, 1950		6%
From January 1, 1951 through December 31, 1955		5%
On or after January 1, 1956		4%

The amount of such contribution for the Plan Year shall be allocated to the Employer Contributions Sub-Account (Retirement) maintained to reflect employer retirement contributions made for the Eligible Employee as of the last day of the Plan Year. Notwithstanding the foregoing, no employer retirement contribution shall be made for an Eligible Employee unless he remains employed by the Sponsor on the last day of the Plan Year for which the contribution is made.

6H.4 Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6H.5 Vesting of Employer Contributions

The following provisions relating to vesting shall apply:

(a)

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account (Matching) during a given Plan Year

(b)

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the employer retirement contributions credited to his Employer Contributions Sub-Account (Retirement) for a Plan Year after he has been credited with five years of Vesting Service. Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his Employer Contributions Sub-Account (Retirement), if he ceases to be employed by the Employers on or after his 65th birthday. Moreover, the Employer Contributions

Sub-Account of each Participant who terminated employment in connection with the closing of the Elizabeth, New Jersey location in 2006 shall be fully vested.

(c)

In determining the Vesting Service of an Eligible Employee who was employed by Hayward Industries on September 2, 2005, service earned by such Eligible Employee under the Hayward Industries, Inc. Pension Plan shall be included as Vesting Service under the Plan.

6H.6 Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant’s vested interest in his Employer Contributions Sub-Accounts, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Accounts continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Accounts under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant’s vested interest in his Employer Contributions Sub-Accounts on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Accounts immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant’s vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

6H.7 Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures pursuant to Section 6H.5 that are not used to pay Plan expenses, as further provided in Section 14H.4.

5.	A new paragraph 12H.6(f) is added to Section 12.6 to provide as follows:

(f)

Amounts Not Available: The amount a Participant may borrow shall be determined after excluding any amount which has been allocated to his Employer Contributions Sub-Accounts for a period of less than 24 months ending on the date of his loan request.

6.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6H.1 for whom matching contributions or employer retirement contributions are made:

13H.8 Withdrawal Provisions Relating to Employer Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from the vested portion of his Employer Contributions Sub-Accounts, provided, however, that he may not withdraw (i) any portion of his Employer Contributions Sub-Account (Matching) which has been designated as a qualified matching contribution, or (ii) any amount of any Sub-Account which has been credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

7.	The following provisions are added to Article XIV and are applicable to Participants described in Section 6H.1 for whom employer retirement contributions are made:

14H.2 Separate Accounting for Non-Vested Amounts

If as of a Participant’s Settlement Date the Participant’s vested interest in his Employer Contributions Sub-Account (Retirement) is less than 100 percent, that portion of his Employer Contributions Sub-Account (Retirement) that is not vested shall be accounted for separately and shall be disposed of as provided in the following Section 14H.3.

14H.3 Disposition of Non-Vested Amounts

That portion of a Participant’s Employer Contributions Sub-Account (Retirement) that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

(a)

If the Participant has no vested interest in his Separate Account upon the occurrence of his Settlement Date or his vested interest in his Separate Account as of the date of distribution does not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Separate Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account (Retirement) shall be forfeited and his Separate Account closed as of the last day of the Plan Year (i) in which the Participant’s Settlement Date occurs, if the Participant has no vested interest in his Separate Account and is therefore deemed to have received distribution on that date, or (ii) in which actual distribution is made to the Participant.

(b)

If the Participant’s vested interest in his Separate Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Separate Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account (Retirement) shall be forfeited

and his Separate Account closed as of the last day of the Plan Year in which the single sum payment occurs, provided that such distribution is made because of the Participant’s Settlement Date. A distribution is deemed to be made because of a Participant’s Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant’s Settlement Date.

(c)

If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account (Retirement) shall continue to be held in such Sub-Account and shall not be forfeited until the Participant has been absent from employment with the Employer for five years.

14H.4 Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account (Retirement) is forfeited during a Plan Year in accordance with the provisions of the preceding Section 14H.3, the amount of such forfeiture, determined as of the last day of the Plan Year in which the forfeiture occurs, shall be applied against the employer retirement contribution obligation for the Plan Year. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to the Employer exceed the amount of such Employer’s employer retirement contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against the Employer’s employer retirement contribution obligations for the following Plan Year.

14H.5 Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account (Retirement) in accordance with the provisions of paragraph (a) or (b) of Section 14H.3 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a)

he returns to employment with an Employer or a Related Company before he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account;

(b)

he resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account; and

(c)

if he received actual distribution of his vested interest in his Separate Account, he repays to the Plan the full amount of such distribution before the earlier of (i) the

end of the five year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received distribution of his vested interest in his Separate Account.

Funds needed in any Plan Year to recredit the Separate Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants’ Separate Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

COVERED GROUP ADDENDUM

Re:	Separate Plan Provisions Relating to:

Centurion/John Crane/EKK Eagle American Shop Union, Warwick, RI (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of January 1, 2006.

1.	Section 4.2 is replaced by Section 4.2I, as follows:

4.2I Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5.2I, as follows:

5.2I Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5.9I, as follows:

5.9I Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

4.	Article VI is replaced by Article VII, as follows:

ARTICLE VII

EMPLOYER CONTRIBUTIONS

6I.1 Applicability

The provisions of this Article are applicable, effective January 1, 2006, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and Centurion/John Crane/EKK Eagle American Shop Union.

6I.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the “match level” and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the “match level”. For purposes of this Article, the “match level” means 6 percent of the Employee’s Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6I.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee’s Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee’s After-Tax Contributions.

6I.3 Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6I.4 Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account during a

100

6I.5 Election of Former Vesting Schedule

6I.6 Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures pursuant to Section 6I.4 that are not used to pay Plan expenses, as further provided in Section 14I.2.

101

5.	Section 12.6(e) is replaced by Section 12.6I(e) as follows:

(e)

Effect of Termination of Employment: Upon a Participant’s termination of employment, the balance of any outstanding loan hereunder shall not immediately become due and payable, and the Participant may elect to continue payment by use of the loan coupon repayment program made available by the Sponsor.

6.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6I.1 for whom matching contributions are made:

13I.8 Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

7.	A new Section 14I.2 is added to provide as follows:

14I.2 Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account is forfeited during a Plan Year, the amount of such forfeiture, determined as of the last day of the Plan Year in which the forfeiture occurs, shall be applied against the Employer Contribution obligation for the Plan Year. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to the Employer exceed the amount of such Employer’s contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to such Employer and shall be applied against the Employer’s contribution obligation for the following Plan Year.

102

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

International Association of Machinists, Local 97, Portage, MI (Covered Group)

Effective September 1, 2006, the employees of the International Association of Machinists, Local 97 in Portage, Michigan, were extended coverage under the Plan. Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of September 1, 2006.

1.	Section 4.2 is replaced by Section 4J.2, as follows:

4J.2 Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

2.	Section 5.2 is replaced by Section 5J.2, as follows:

5J.2 Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 30 percent.

3.	Section 5.9 is replaced by Section 5J.9, as follows:

5J.9 Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

4.	Article VI is replaced by Article VIJ, as follows:

103

ARTICLE VIJ

EMPLOYER CONTRIBUTIONS

6J.1 Applicability

The provisions of this Article are applicable, effective September 1, 2006, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and International Association of Machinists, Local 97, Portage, Michigan.

6J.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 25 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the “match level” and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the “match level”. For purposes of this paragraph, the “match level” means 6 percent of the Employee’s Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6J.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee’s Tax-Deferred Contributions and then, if the 1.5 percent maximum has not been reached, to the Employee’s After-Tax Contributions.

The Sponsor shall make a supplemental matching contribution to the Plan for each Eligible Employee who is an Employee on December 31 of a Plan Year as soon as reasonably practicable following the end of a Plan Year in an amount equal to 15 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the Plan Year up to, but not exceeding, the “match level” and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the “match level”. For purposes of this paragraph, the “match level” means 6 percent of the Employee’s Compensation for the Plan Year, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6J.1. Each supplemental matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The supplemental matching contribution by the Sponsor shall be first applied to the Employee’s Tax-Deferred Contributions and then, if the .9 percent maximum has not been reached, to the Employee’s After-Tax Contributions. The

104

Sponsor may designate any portion or all of its matching or supplemental matching contributions as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

6J.3 Payment of Employer Contributions

6J.4 Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions and supplemental matching contributions credited to his Employer Contributions Sub-Account.

6J.5 Election of Former Vesting Schedule

105

COVERED GROUP ADDENDUM

Re:

Separate Plan Provisions Relating to:

United Autoworkers of America, Local 2262, Euclid, OH (Covered Group)

Effective July 1, 2007, the employees of United Autoworkers of America, Local 2262 in Euclid, Ohio, were extended coverage under the Plan. Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of July 1, 2007.

1.	Section 3.1 is replaced by Section 3K.1, as follows:

3K.1 Eligibility

Each Employee who was an Employee on July 1, 2007 shall be an Eligible Employee on July 1, 2007. Each other Employee shall become an Eligible Employee as of the Enrollment Date next following the date on which he has completed any probationary period specified in the applicable collective bargaining agreement.

2.	Section 4.2 is replaced by Section 4K.2, as follows:

4K.2 Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 40 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

3.	Section 5.2 is replaced by Section 5K.2, as follows:

5K.2 Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 20 percent.

106

4.	Section 5.9 is replaced by Section 5K.9, as follows:

5K.9 Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

Notwithstanding any provision of the Plan to the contrary, a Participant’s rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 60 percent of his Compensation.

107

SECOND AMENDMENT

EATON PERSONAL INVESTMENT PLAN

2010 Restatement

1. The definition of “Highly Compensated Employee” in Section 1.1 of the Plan is amended to provide as follows:

A “ Highly Compensated Employee ” means an Employee or former Employee who is a highly compensated active employee or highly compensated former employee as defined hereunder.

The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued thereunder. For purposes of this definition, the following terms have the following meanings:

(a)

The “determination year” means the Plan Year.

(b)

The “look back year” means the 12-month period immediately preceding the determination year.

(c)

An Employee’s “compensation” shall mean his compensation as defined in Section 7.10.

2. Section 21.16 of the Plan is amended to provide as follows:

21.16 Leased Employees

Any leased employee, other than an excludable leased employee, shall be treated as an employee of the Employer for which he performs services for all purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k), 408(p), 410, 411, 415, and 416 of the Code; provided, however, that no leased employee shall accrue a benefit hereunder based on service as a leased employee except as otherwise specifically provided in the Plan. A “leased employee” means any person who performs services for an Employer or a Related Company (the “recipient”) (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the “leasing organization”) on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction or control by the recipient. An “excludable leased employee” means any leased employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation (as defined in Section 7.10), (ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipient’s nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the recipient shall be treated as provided by the recipient.

* * *

EXECUTED AT Cleveland, Ohio, this 29th day of November, 2012.


EATON CORPORATION

By:		/s/ Cynthia K. Brabander
Title:		EVP & CHRO

EXECUTION COPY

THIRD AMENDMENT

EATON PERSONAL INVESTMENT PLAN

2010 Restatement

The Eaton Personal Investment Plan, presently maintained under an amended and restated document made effective January 1, 2010 (the “Plan”), as amended, is hereby further amended effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, in the respects hereinafter set forth.

1. The definition of “Board” in Section 1.1 of the Plan is amended to provide as follows:

The “Board” means the Board of Directors of Eaton Corporation plc.

2. The definition of “Employer Stock” in Section 1.1 of the Plan is amended to provide as follows:

“Employer Stock” shall mean ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc which satisfy the definition of “qualifying employer securities” within the meaning of Section 407(d)(5) of ERISA.

3. Article XXI of the Plan is hereby amended by the addition of a new Section 21.22 to read as follows:

21.22 Issuance of Employer Stock

Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

* * *

EXECUTED AT Cleveland, Ohio, this 29 ^th day of November, 2012

EATON CORPORATION

By:

/s/ Cynthia K. Brabander

Title:

EVP & CHRO

Exhibit 4.16

THE EATON PUERTO RICO

RETIREMENT SAVINGS PLAN

(January 1, 2011 Restatement)

TABLE OF CONTENTS


		Page
ARTICLE I PURPOSE			7

1.01	Purpose		7

ARTICLE II DEFINITIONS			7

2.01	Account		7
2.02	Administrator		8
2.03	Affiliated Corporation		8
2.04	Amount Credited		8
2.05	Basic Allotment		8
2.06	Beneficiary		9
2.07	Board		9
2.08	Code and PRIRC		9
2.09	Committee		9
2.10	Company		9
2.11	Eaton		9
2.12	Eaton Common Shares		9
2.13	Eligible Employee		9
2.14	Employing Companies		10
2.15	Employing Company Contributions		10
2.16	Enrollment Date		10
2.17	ERISA		10
2.18	Fund or Funds		10
2.19	Highly Compensated Employee		10
2.20	Hour of Service		11
2.21	Investment Committee		11
2.22	Non-Vested Portion		11
2.23	Participating Employee		11
2.24	Payroll Office		11
2.25	Plan		11
2.26	Plan Administrator		11
2.27	Plan Year		11
2.28	Prior Employing Company		11
2.29	Prior Plan		11
2.30	Prescribed Form		12
2.31	Regular Stated Salary		12
2.32	Rollover Amounts		12
2.33	Supplementary Allotment		12
2.34	Total Compensation		12
2.35	Trustee		12
2.36	Trust Fund		12
2.37	Valuation Date		12
2.38	Vested Portion		12
2.39	Years of Service		13


ARTICLE III SERVICE		13

3.01	Definitions	13
3.02	Crediting of Hours of Service	15
3.03	Crediting of Continuous Service	15
3.04	Years of Service	15

ARTICLE IV WHAT ELIGIBLE EMPLOYEES MUST DO TO PARTICIPATE IN THE PLAN		15

4.01	Election to Participate	15
4.02	Time for Making Election	16
4.03	Application for Participation	16
4.04	Determination of Eligibility	16
4.05	Election Not to Participate	16
4.06	Rollover Before Electing to Participate	16
4.07	Rehired Employees	17
4.08	Automatic Enrollment	17

ARTICLE V ALLOTMENTS FROM PAY/ROLLOVERS		18

5.01	Basic Allotments	18
5.02	Supplementary Allotments	18
5.03	Limitations on Contributions	18
5.04	Payments into the Plan	19
5.05	Vesting of Allotments	19
5.06	Change in Rate of Allotments	19
5.07	Rollovers	20
5.08	The Committee’s Right to Redesignate or Return Contributions	20
5.09	Limitation on Basic and Supplementary Allotments	20
5.10	Definitions	21
5.11	Insufficient Pay	21

ARTICLE VI LIMITATION OF CREDITS TO PARTICIPATING EMPLOYEE’S ACCOUNT		21

6.01	Percentage and Dollar Limitations	21
6.02	Definition of Amounts Credited	22
6.03	Definition of Total Compensation	22
6.04	Reduction of Amounts Credited to Comply with Article VI Limitations	22

ARTICLE VII EMPLOYING COMPANY CONTRIBUTIONS		22

7.01	Amount of Employing Company Contributions	22
7.02	Vesting of Employing Company Contributions	23
7.03	Additional Vesting Rules	23
7.04	Military Service	24


ARTICLE VIII INVESTMENT OF ACCOUNTS		24

8.01	Initial Election	24
8.02	Changes in Investment Election	25
8.03	Changes in Investment of Account Balances	25
8.04	No Investment Election/Invalid Investment Election	25
8.05	Diversification of Eaton Common Shares	25

ARTICLE IX VOTING RIGHTS; TENDER OFFERS AND ERISA SECTION 404(c)		26

9.01	Voting Rights	26
9.02	Tenders and Exchanges	28
9.03	Information Provided Under ERISA Section 404(c)	32

ARTICLE X ACCOUNTS AND RECORDS OF PLAN		34

10.01	Accounts and Records	34
10.02	Payment of Fees and Expenses	34
10.03	Valuation; Allocation of Investment Earnings and Losses	34
10.04	Valuation of Investments and Credits to Accounts	35

ARTICLE XI WITHDRAWAL AND DISTRIBUTION		36

11.01	Payments	36
11.02	Withdrawals During Employment	36
11.03	Effect of Withdrawals	39
11.04	Distribution upon Retirement or Termination	39
11.05	Distribution on Death of a Participating Employee	40
11.06	Restoration of Forfeited Amounts	40
11.07	HEART Act Reservist Withdrawals	40
11.08	Direct Rollovers	41

ARTICLE XII APPLICATION OF FORFEITED EMPLOYING COMPANY CONTRIBUTIONS		42

12.01	Application of Forfeited Amounts	42

ARTICLE XIII ADMINISTRATION BY TRUSTEE		43

13.01	Trust Agreements	43
13.02	Temporary Investments and Uninvested Funds	43
13.03	Audit of the Plan	43

ARTICLE XIV TRANSFERS AMONG AFFILIATED COMPANIES		44

14.01	General Rule	44

iii


14.02	Transfer to Affiliated Corporation of Eaton Corporation Which is Not an Employing Company	44
14.03	Transfer from an Affiliated Corporation of Eaton Corporation which is not an Employing Company	44

ARTICLE XV DESIGNATION OF BENEFICIARIES		44

15.01	Designation of Death Benefit Beneficiary	44
15.02	Forms to be Used	45
15.03	Failure to Designate Beneficiary; Disputes	45

ARTICLE XVI BENEFITS NOT ASSIGNABLE		45

16.01	No Assignment	45

ARTICLE XVII MODIFICATION OR MERGER OF PLAN		46

17.01	Modification	46
17.02	Notice of Modification	46
17.03	Merger; Spin-Off	46

ARTICLE XVIII AMENDMENT AND TERMINATION		47

18.01	Amendment and Termination	47

ARTICLE XIX ADMINISTRATION		47

19.01	Committee	47
19.02	Fiduciary Responsibility	47
19.03	Committee Power and Rules	49
19.04	Reliance	49
19.05	Indemnification	50
19.06	Claims Review Procedure	50
19.07	Additional Capacities	52
19.08	Notices to Committee	52
19.09	Governing Law	52
19.10	Notices to Participating Employees	52
19.11	Commonwealth of Puerto Rico Secretary of the Treasury	52
19.12	Rights Terms	53

APPENDIX A		55

THE EATON PUERTO RICO

RETIREMENT SAVINGS PLAN

(January 1, 2011 Restatement)

Introduction

For periods prior to January 1, 2011, Eaton Corporation (“Eaton”) sponsored the Eaton Electrical de Puerto Rico Inc. Retirement Savings Plan (known for periods prior to January 1, 2006 as the Cutler-Hammer de Puerto Rico Inc. Retirement Savings Plan) (the “Prior Plan”). The Prior Plan was qualified under both Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and under Sections 1(a) and (e) of the Puerto Rico Internal Revenue Code of 1994, as amended. The Prior Plan covered certain Employees who are bona fide residents of Puerto Rico who perform all of their services in Puerto Rico.

Subsequent to the publication of Revenue Ruling 2008-40, Eaton determined to use the transitional relief provisions thereunder, and Cutler-Hammer Electrical Company (the “Company”) determined to establish The Eaton Puerto Rico Retirement Savings Plan (the “Plan”) effective as of the close of business on December 31, 2010 (the “Effective Date”). All assets and liabilities of the Prior Plan relating to Employees who are bona fide residents of Puerto Rico who perform all of their services for the Employer in Puerto Rico, including assets and liabilities relating to similarly situated former Employees, were transferred to the Plan as of the Effective Date. On and after the Effective Date, Eligible Employees who are bona fide residents of Puerto Rico who perform all of their services for the Employer in Puerto Rico will be eligible to accrue benefits solely under the Plan.

The Company established the Plan effective as of the close of business on December 31, 2010. The provisions of the Plan are intended to carry forward the provisions of the Prior Plan for the eligible group. In connection with the transfer of assets and liabilities referenced above, effective as of the close of business on December 31, 2010, each Participating Employee had the same account balance under the Plan as of the close of business on December 31, 2010 as such Participating Employee had under the Prior Plan immediately prior to such transfer. Notwithstanding any other provision of the Plan to the contrary, in no event shall such transfer of assets and liabilities result in the duplication of any benefit under the Plan or the Prior Plan.

Subsequent to the Effective Date, the Puerto Rico Internal Revenue Code of 2011 (the “PRIRC”) was adopted superseding the Puerto Rico Internal Revenue Code of 1994 in a variety of respects. It is now desired to amend and restate the provisions of the Plan, effective January 1, 2011, to reflect new provisions of law, as well as for other purposes.

Notwithstanding the fact that the Plan contains references to the Code, the Plan is not intended to be qualified under Section 401(a) of the Code. Instead, the Plan is intended to be qualified only under Sections 1081.01(a) and (d) of the PRIRC. No provision of the Plan shall be construed so as to cause the Plan to be qualified under Section 401(a) of the Code.

ARTICLE I

PURPOSE

1.01 Purpose . The purpose of The Eaton Puerto Rico Retirement Savings Plan (the “Plan”) is to provide a convenient way for Eligible Employees to accumulate capital on a regular and long-term basis and to provide for the retirement of the Eligible Employees of the Employing Companies.

Nothing contained in this Plan shall require the Employing Companies to retain any Eligible Employee in its service, or shall be construed as a contract of employment between the Employing Companies and any Eligible Employee, or as a limitation of the right of the Employing Companies to discharge any of its Eligible Employees, with or without cause.

This Plan is intended to be qualified under Section 1081.01(a) and (d) of the PRIRC. The Trust established in connection therewith is intended to be exempt from taxation under Section 1101.01(a)(4)(D) and 1081.01(a) of the PRIRC. The Plan and Trust are intended to comply with applicable requirements of ERISA.

ARTICLE II

DEFINITIONS

Wherever used herein, a pronoun or adjective in the masculine gender includes the feminine gender, the singular includes the plural, and the following meanings unless a different meaning is clearly required by the context:

2.01 “Account” shall mean the separate account maintained under the Plan for each Participating Employee that represents the Participating Employee’s total proportionate interest in the Trust Fund as of any Valuation Date. A Participating Employee’s Account consists of the sum of the following subaccounts:

(a) “Allotments Account” shall mean the portion of the Participating Employee’s Account that evidences the value of the Participating Employee’s Basic and Supplementary Allotments, including any gains and losses of the Trust Fund attributable thereto.

(b) “Employing Company Contributions Account” shall mean the portion of the Participating Employee’s Account that evidences the value of the Employing Company Contributions made on behalf of the Participating Employee, including any gains and losses of the Trust Fund attributable thereto.

(c) “Rollover Account” shall mean the portion of the Participating Employee’s Account that evidences the value of any Rollover Amount, including any gains and losses of the Trust Fund attributable thereto.

(d) “Company Contributions Transferred from Westinghouse” shall mean the portion of the Participating Employee’s Account that evidences the value of any company match allocated to Participating Employees prior to February 1, 1994, including any gains and losses of the Trust Fund attributable thereto.

2.02 “Administrator” shall mean Eaton unless Eaton designates another person or persons to act as such.

2.03 “Affiliated Corporation” shall mean any corporation or business which would be aggregated with an Employing Company for a relevant purpose under Section 1081.01(a)(14) of the PRIRC.

2.04 “Amount Credited” for the purpose of Article V shall have the meaning set forth in Section 6.02.

2.05 “Basic Allotment” shall mean the amounts described in Section 5.01.

2.06 “Beneficiary” shall mean any person entitled under this Plan to receive benefits upon the death of a Participant.

2.07 “Board” shall mean the Board of Directors of Eaton.

2.08 “Code” and “PRIRC” shall mean, respectively, the United States Internal Revenue Code of 1986 as amended from time to time and in effect, and the Puerto Rico Internal Revenue Code of 2011 as amended from time to time and in effect.

2.09 “Committee” shall mean the Pension Administrative Committee of Eaton.

2.10 “Company” shall mean Cutler-Hammer Electrical Company, and any successor thereto, which is or becomes the Plan Sponsor.

2.11 “Eaton” means Eaton Corporation and any successor thereto.

2.12 “Eaton Common Shares” shall mean the fund designed to allow the Participating Employee to become a shareholder of Eaton. Eaton Common Shares are purchased with the money invested in this fund and dividends are reinvested to purchase additional shares. Appreciation or depreciation is determined by the performance of Eaton Common Shares on the New York Stock Exchange (NYSE).

2.13 “Eligible Employee” shall mean an employee rendering service in Puerto Rico who is an employee in the service of an Employing Company on a full-time basis and who is not covered under a collective bargaining agreement unless retirement benefits were not the subject of good faith bargaining or the collective bargaining agreement calls for coverage under the Plan. For these purposes, an employee shall be considered in the service of an Employing Company on a full-time basis if he works with an Employing Company 40 hours or more per week. Casual, temporary or leased employees shall not be considered as Eligible Employees.

2.14 “Employing Companies” shall mean Eaton, the Company, and any other Affiliated Corporation which has employees rendering service in Puerto Rico which have been designated by Eaton or the Committee as eligible to participate in the Plan as listed in Appendix A attached hereto. Appendix A may be amended in the future by Eaton or the Committee to include or exclude from participation in the Plan any of its Affiliated Corporations.

2.15 “Employing Company Contributions” shall mean the contributions made by the Employing Companies as described in Section 7.01.

2.16 “Enrollment Date” shall mean for periods after December 31, 2010, January 1, 2011, or any date thereafter.

2.17 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import.

2.18 “Fund” or “Funds” shall mean the Fixed Income Fund, Eaton Common Shares Fund, Stock Index Fund, Balanced Index Fund, Developed Markets Index Fund, or such other funds as the Committee may designate in its discretion.

2.19 “Highly Compensated Employee” shall mean an employee of an Employing Company or an Affiliated Corporation who:

(a) during the current Plan Year, is an officer of an Employing Company or an Affiliated Corporation;

(b) during the current Plan Year owns more than five-percent (5%) of shares with voting rights or owns more than five percent (5%) of the total value of all classes of Employer shares;

(c) during the preceding year received compensation (based on any measure of compensation permissible for this purpose under PRIRC) in excess of $110,000; or

(d) is the spouse or dependent of a person described in (a), (b) or (c) above.

2.20 “Hour of Service” shall mean with respect to a person each hour, if any, that may be credited to him in accordance with the provisions of Article III.

2.21 “Investment Committee” shall mean the Investment Committee appointed by the Board to which various fiduciary functions relating to the control and management of assets of the Plan have been allocated.

2.22 “Non-Vested Portion” shall mean Account balances which are attributable to Employing Company Contributions which have not become Vested in accordance with Article VII.

2.23 “Participating Employee” shall mean an Eligible Employee who has elected (or who is deemed to have elected) to participate in the Plan as provided under Article IV and whose participation has not terminated as provided in the Plan.

2.24 “Payroll Office” shall mean the Eligible Employee’s payroll office, as designated by the Employing Company.

2.25 “Plan” shall mean The Eaton Puerto Rico Retirement Savings Plan.

2.26 “Plan Administrator” shall mean the Committee.

2.27 “Plan Year” shall mean the calendar year.

2.28 “Prior Employing Company” shall mean Westinghouse de Puerto Rico, Inc.

2.29 “Prior Plan” shall mean the Eaton Electrical de Puerto Rico Inc. Retirement Savings Plan.

2.30 “Prescribed Form” shall mean an administrative form prepared and made available by the Committee, which may be prescribed by the Administrator for use in applying for a benefit or making a beneficiary designation under the Plan.

2.31 “Regular Stated Salary” shall mean an Eligible Employee’s regular stated salary payable for services rendered as an Eligible Employee, by an Employing Company, as determined from his payroll records, and shall include only base salary (but may include “differential pay” for those on active duty for a period of more than 30 days in uniformed services (as defined in Chapter 43 of Title 38 of the United States Code)).

2.32 “Rollover Amounts” shall mean that portion of a qualifying rollover distribution from a qualified stock bonus, pension or profit sharing plan to the extent said amounts have not been subject to taxation under the PRIRC, which an Eligible Employee of an Employing Company has elected to transfer to this Plan pursuant to Section 5.07.

2.33 “Supplementary Allotment” shall mean the amounts described in Section 5.02.

2.34 “Total Compensation” shall have the meaning set forth in Section 6.03.

2.35 “Trustee” shall mean the trustee under the trust agreement referred to in Section 13.01.

2.36 “Trust Fund” shall mean the trust fund established under Article XIII to hold the assets of the Plan.

2.37 “Valuation Date” shall mean each business day, unless it shall be impracticable, in the sole judgment of the Trustee, to obtain a valuation on any business day in which event it shall be the next business day for which such a valuation may be obtained.

2.38 “Vested Portion” shall mean the portion of the Participating Employee’s Employing Company Contribution Account in which the Participating Employee has a

nonforfeitable interest as provided in Article VII, plus the aggregate balance of the Participating Employee’s Allotments Account, Company Contributions Transferred from Westinghouse and Rollover Account.

2.39 “Years of Service” for the purpose of the Plan shall mean, except as hereinafter provided, an Eligible Employee’s period of employment with an Employing Company or an Affiliated Corporation determined in accordance with Article III. For this purpose, the years of service with the Prior Employing Company, immediately prior to February 1, 1994, will be considered. In no event shall a person have less service under the Plan following the transfer of assets and liabilities from the Prior Plan to the Plan than he had immediately prior to such transfer. Notwithstanding any other provision to the Plan to the contrary, if as a result of a Plan amendment or a transfer from employment covered under another qualified plan maintained by the Employing Companies, the service crediting method applicable to an Employee changes from one method to another, he shall be credited with Years of Service no less favorable than that required in accordance with regulations under ERISA.

ARTICLE III

SERVICE

3.01 Definitions . For purposes of this Article III, the following terms have the following meanings:

(a) The “continuous service” of an employee means the service credited to him in accordance with the provisions of Section 3.03.

(b) The “employment commencement date” of an employee means the date he first completes an Hour of Service.

(c) A “maternity/paternity absence” means a person’s absence from employment with an Employing Company or a Affiliated Corporation because of the person’s pregnancy, the birth of the person’s child, the placement of a child with the person in connection with the person’s adoption of the child, or the caring for the person’s child immediately following the child’s birth or adoption. A person’s absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.

(d) The “reemployment commencement date” of an employee means the first date following a severance date on which he again completes an Hour of Service.

(e) The “severance date” of an employee means the earlier of (i) the date on which he retires, dies, or his employment with an Employing Company and all Affiliated Corporations is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with an Employing Company and all Affiliated Corporations for any other reason; provided, however, that if he terminates employment with or is absent from work with an Employing Company and all Affiliated Corporations on account of service with the armed forces of the United States, he shall not incur a severance date if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employing

Company or an Affiliated Corporation within the period during which he retains such reemployment rights.

3.02 Crediting of Hours of Service . A person shall be credited with an Hour of Service for each hour for which he is paid, or entitled to payment, for the performance of duties for an Employing Company or an Affiliated Corporation.

3.03 Crediting of Continuous Service . A person shall be credited with continuous service for the aggregate of the periods of time between his employment commencement date or any reemployment commencement date and the severance date that next follows such employment commencement date or reemployment commencement date; provided, however, that an employee who has a reemployment commencement date within the 12-consecutive-month period following the earlier of the first date of his absence or his severance date shall be credited with continuous service for the period between such severance date and reemployment commencement date.

3.04 Years of Service . An employee shall be credited with Years of Service equal to his continuous service.

ARTICLE IV

WHAT ELIGIBLE EMPLOYEES MUST DO TO PARTICIPATE IN THE PLAN

4.01 Election to Participate . An Eligible Employee may elect to participate in the Plan, immediately upon employment or on any Enrollment Date thereafter. Such election shall be made by authorizing a Basic Allotment in accordance with Section 5.01 and by directing the investment of all allotments in accordance with Section 8.01. For purposes of this Section 4.01, elections in effect under the Prior Plan on the Effective Date shall be given effect as if made under this Plan.

4.02 Time for Making Election . An election pursuant to Section 4.01 shall be made in accordance with rules prescribed by the Administrator. The election made by an Eligible Employee shall become effective as soon as administratively practicable in accordance with procedures established by the Administrator.

4.03 Application for Participation . In order to become a Participating Employee hereunder, but subject to the provisions of Section 4.08 to the extent applicable, each Eligible Employee shall make application to the Employer for participation in the Plan and agree to the terms hereof. Upon the acceptance of any benefits under this Plan, such Employee shall automatically be deemed to have made application and shall be bound by the terms and conditions of the Plan and all amendments hereto. For purposes of this Section 4.03, application made under the Prior Plan shall be given effect as if made under this Plan.

4.04 Determination of Eligibility . The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan.

4.05 Election Not to Participate . An Employee may, subject to the approval of the Employer, elect voluntarily not to participate in the Plan.

4.06 Rollover Before Electing to Participate . An Eligible Employee who is not a Participating Employee (within the definition of Section 2.23) but who nevertheless has made a rollover into the Plan under Section 5.07 shall, solely for the purpose of his Rollover Amount, be considered to be a Participating contributing Employee. Such Eligible Employee shall become a Participating contributing Employee when he subsequently elects to participate under Section 4.01.

4.07 Rehired Employees . In the event a Participating Employee’s employment terminates and he is subsequently reemployed by an Employing Company, and becomes again an Eligible Employee, such employee shall be eligible to become a Participating Employee immediately and the previous period of Service shall be reinstated and utilized in making any subsequent determination of any vested benefit right he may have acquired with respect to the Employing Company Contributions Account.

4.08 Automatic Enrollment . Notwithstanding anything in this Article IV to the contrary, for each Eligible Employee who is first hired on or after April 1, 2011, and who fails to affirmatively elect to participate in the Plan and fails to affirmatively decline participation in the Plan within 30 days from the date he is first eligible to become a Participating Employee, such Eligible Employee will be deemed to have authorized Basic Allotments from pay in an amount equal to 6% of Total Compensation. An Eligible Employee’s deemed election under this Section 4.08 shall commence as soon as administratively practicable after the 30th day following the date on which he is first eligible to become a Participating Employee, provided that the Eligible Employee remains actively employed on that date. A Participating Employee’s subsequent election to change or suspend his rate of Basic Allotments will apply on the prospective basis only. Any change or suspension of a Participating Employee’s deemed authorization will be effective as soon as administratively practicable after the Administrator receives notice of the revocation or change.

At the time an Eligible Employee becomes eligible to participate in the Plan, the Administrator shall provide the Eligible Employee with a notice explaining the automatic amount by which his Total Compensation shall be reduced for purposes of Basic Allotments in accordance with this Section 4.08, and the Eligible Employee’s right to affirmatively elect either

a different contribution amount or no contribution amount. This notice shall describe the procedures for making such an election and the period in which such an election may be made. In addition, the Administrator shall provide annual notice to Eligible Employees who are deemed to have authorized Basic Allotments under this Section 4.08 and who have not subsequently modified that authorization to inform them of the amount by which their Total Compensation is being reduced for purposes of Basic Allotments and their right to change such amount as provided in the Plan.

ARTICLE V

ALLOTMENTS FROM PAY/ROLLOVERS

5.01 Basic Allotments . Allotments shall be made from pay received in each payroll period. Eligible Employees may, subject to the limitations contained in the Plan, authorize Basic Allotments from pay in amounts equal to 1%, 2%, 3%, 4%, 5% or 6% of Total Compensation. Such Basic Allotment shall be considered an elective “cash or deferred arrangement” under Section 1081.01(d) of the PRIRC.

5.02 Supplementary Allotments . An Eligible Employee who has authorized the maximum Basic Allotment in accordance with Section 5.01 may, subject to the limitations contained in the Plan, authorize Supplementary Allotments in amounts equal up to 24% of Total Compensation. Such Supplementary Allotment shall be considered an elective “cash or deferred arrangement” under Section 1081.01(d) of the PRIRC.

5.03 Limitations on Contributions . An Eligible Employee shall be entitled to contribute to the Plan only through payroll deductions except as allowed by Section 5.07 of the Plan. Notwithstanding the foregoing, for taxable years beginning January 1, 2012, the sum of

Basic and Supplementary Allotments and Employing Company Contributions made on behalf of a Participating Employee shall not exceed the lesser of:

(a) $49,000, or

(b) 100% of such Participating Employee’s compensation during taxable year.

For purposes of this Section 5.03, “compensation” will be computed based on the calendar year and will include the amount of any Basic and Supplemental Allotments and any such elective contributions under any other defined contribution plan maintained by an Affiliated Corporation which is required to be aggregated as a single plan for this purpose.

5.04 Payments into the Plan . Basic Allotments and Supplementary Allotments shall be remitted by the Employing Company to the Trustee as soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets. Matching Contributions shall be determined and paid by an Employer to the Trust no later than the filing date for the Employer’s income tax return for such Plan Year, including extensions.

5.05 Vesting of Allotments . Basic Allotments, Supplementary Allotments, Rollover Account and Company Contributions Transferred from Westinghouse shall be Vested at all times and shall not be subject to forfeiture. The Employing Company Contributions Account shall be vested pursuant to Section 7.02.

5.06 Change in Rate of Allotments . A Participating Employee may change the rate of Basic or Supplementary Allotments by filing an election in accordance with rules prescribed by the Administrator. Such election made by an Eligible Employee shall become effective as soon as administratively practicable in accordance with procedures established by the Administrator. A Participating Employee may in the same manner suspend Basic and Supplemental Allotments, and the suspension will be effective as soon as administratively possible.

5.07 Rollovers . An Eligible Employee of an Employing Company may, upon approval of the Committee and submission of proof that the Rollover Amount came from another qualified plan, add a Rollover Amount to the Plan provided that such Rollover Amount is paid to the Trustee within 60 days of the date the employee received the qualifying rollover distribution as described in Section 1081.01(b) of the PRIRC. Rollovers shall be Vested at all times and shall not be subject to forfeiture.

5.08 The Committee’s Right to Redesignate or Return Contributions . Notwithstanding any provisions of this Article V to the contrary, the Administrator may repay to a Participating Employee any Basic or Supplementary Allotments if necessary to satisfy the participation and nondiscrimination requirements of Section 5.09 and Section 1081.01(d)(3) of the PRIRC.

5.09 Limitation on Basic and Supplementary Allotments . The amounts repaid by the Administrator pursuant to Section 5.08 shall be the amounts necessary so that the Actual Deferral Percentage for Highly Compensated Eligible Employees (as herein defined below) of an Employing Company for the Plan Year bears a relationship to the Actual Deferral Percentage (as herein defined below) for all other Eligible Employees of an Employing Company for such Plan Year which satisfies either of the following tests:

(a) The Actual Deferral Percentage for the Highly Compensated Eligible Employees is not more than 1.25 times the Actual Deferral Percentage of all other Eligible Employees.

(b) The excess of the Actual Deferral Percentage for the Highly Compensated Eligible Employees over the Actual Deferral Percentage for all Eligible Employees does not exceed 2%, and the Actual Deferral Percentage for the

Highly Compensated Eligible Employees is not more than 2 times the Actual Deferral Percentage of all other Eligible Employees.

5.10 Definitions . For the purpose of this Section 5.10, the following terms shall have the following meanings:

(a) “Actual Deferral Percentage” shall mean the average of the ratios (calculated separately for each Eligible Employee in the Group) of (i) the amount of Basic and Supplementary Allotments in the Plan Year, to (ii) the Eligible Employee’s “Regular Stated Salary,” “Total Compensation” or any other measure of salary and wages permissible under PRIRC for the Plan Year.

(b) “Highly Compensated Eligible Employees” shall mean Eligible Employees who are Highly Compensated Employees.

The same measure of compensation may be used to determine the Actual Deferral Percentage as is used to determine Highly Compensated Eligible Employees.

5.11 Insufficient Pay . The making of allotments from the pay of a Participating Employee shall be suspended if the pay is insufficient (after all other authorized deductions from pay) to permit the making of the full amount of such allotments.

ARTICLE VI

LIMITATION OF CREDITS TO PARTICIPATING EMPLOYEE’S ACCOUNT

6.01 Percentage and Dollar Limitations . Notwithstanding any other provision of the Plan, the maximum Amount Credited to the Account of any Participating Employee in any Plan Year shall not exceed the lesser of 30% of Total Compensation or the maximum imposed by the law as stated in Section 1081.01(d) of the PRIRC. Moreover, the following limits shall apply with respect to the Amount Credited to any Participating Employee:


For the taxable year beginning January 1, 2011	$	10,000
For the taxable year beginning January 1, 2012	$	13,000
For taxable years beginning January 1, 2013 and after	$	15,000

6.02 Definition of Amount Credited . In determining the limitations of the preceding Section 6.01, the “Amount Credited” to a Participating Employee’s account shall mean all Basic Allotments and Supplementary Allotments.

6.03 Definition of Total Compensation . “Total Compensation” shall mean a Participating Employee’s regular wages or salary plus any commissions, shift differential, or overtime pay. Total Compensation shall not include bonuses or incentive awards. Notwithstanding any provision of the Plan to the contrary, effective January 1, 2012, the Total Compensation of a Participating Employee for a Plan Year shall not include any amount in excess of $245,000.

6.04 Reduction of Amounts Credited to Comply with Article VI Limitations . In the event that the Amount Credited (as defined in Section 6.02) to the Account of a Participating Employee is limited under this Article VI, the reduction of the Amount Credited will apply, to the extent required, in the following order:

(a) credits resulting from Supplementary Allotments, which amounts shall be returned to the Participating Employee; and

(b) credits resulting from Basic Allotments, which amounts shall be returned to the Participating Employee.

ARTICLE VII

EMPLOYING COMPANY CONTRIBUTIONS

7.01 Amount of Employing Company Contributions . Each Employing Company shall contribute on behalf of its Participating Employees an amount equal to 50% of the amount of the

Basic Allotment from the pay of each Participating Employee. Employing Company Contributions shall not exceed 3% of Total Compensation for a Participating Employee. No Employing Company Contributions will be made with respect to Supplementary Allotments. Employing Company Contributions will be paid to the Trustee at the same time as the Basic Allotments to which they relate.

7.02 Vesting of Employing Company Contributions . For purposes of the Plan, “Vested” shall mean that the Participating Employee has a nonforfeitable interest in an Account in the Plan. Employing Company Contributions shall become Vested in accordance with the following schedule:


Years of Service	Vested Percentage
Less than three		0	%
Three or more		100	%

The Years of Service for any Eligible Employee who was a participant under the Prior Employing Company plan immediately prior to February 1, 1994, will be considered for vesting purposes.

7.03 Additional Vesting Rules . In addition to the provisions of Section 7.02, Employing Company Contributions shall become 100% Vested upon the death of the Participating Employee or upon his attainment of age 65. Moreover, if a Participating Employee who is absent from employment as an Employee because of military service dies after December 31, 2006, while performing uniformed service (as described in Section 2.31), the Participating Employee shall be treated as having returned to employment as an Employee on the day immediately preceding his death for purposes of determining his vested interest in his Account and his Beneficiary’s eligibility for a death benefit under the Plan. Notwithstanding the

foregoing, except as otherwise specifically provided in the Plan, such a Participating Employee shall not be entitled to additional contributions with respect to his period of military leave.

7.04 Military Service . A Participating Employee’s Years of Service shall be deemed to continue, and the Participating Employee shall continue to accumulate Years of Service for vesting purposes, during any period of service in the Armed Forces of the United States provided he returns to active service with the Employing Company within the time during which his right to reemployment is protected by law.

ARTICLE VIII

INVESTMENT OF ACCOUNTS

8.01 Initial Election . Each Participating Employee shall, at the time he commences participation in the Plan, elect to have his monthly Basic Allotments, Supplementary Allotments, Employing Company Contributions, and/or Rollover Amount invested among the following Funds in whole percentage amounts:

(a) the Fixed Income Fund;

(b) the Eaton Common Shares;

(d) the Balanced Index Fund;

(e) the Developed Markets Index Fund; and

(f) such other Funds as the Investment Committee shall designate.

A single election shall, until changed in accordance with Section 8.02, apply to all deposits made to a Participating Employee’s Account. In all cases, the Participating Employee assumes the risk of investing in these Funds. For purposes of this Section 8.01, an election in effect under the Prior Plan immediately prior to the transfer of assets and liabilities from the Prior Plan to the

Plan shall apply to all deposits made to a Participating Employee’s Account under the Plan until changed in accordance with Section 8.02.

8.02 Changes in Investment Election . A Participating Employee may change his investment election with respect to future Basic Allotments, Supplementary Allotments and Employing Company Contributions to one or more of the other Funds permitted under Section 8.01. Any such change in investment election shall be made in the manner and form prescribed by the Administrator. A Participant’s change of investment election may be made once each business day and will be made effective as soon as practicable.

8.03 Changes in Investment of Account Balances . A Participating Employee may direct that his Account in the Fixed Income Fund, Eaton Common Shares, the Stock Index Fund, the Balanced Index Fund, and/or the Developed Markets Index Fund be redistributed to one or more Funds. An election to redistribute his Accounts shall be made in the manner and form prescribed by the Administrator and will be made effective as soon as practicable.

8.04 No Investment Election/Invalid Investment Election . In the event a Participating Employee for any reason fails to make an investment election, or makes an invalid investment election with respect to any amounts to be credited to his Account, then such amounts shall be invested in accordance with an option determined by the Committee.

8.05 Diversification of Eaton Common Shares . The provisions of this Section 8.05 shall apply to any investment in Eaton Common Shares so long as Eaton common shares are publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Participating Employee whose Account is invested, in whole or in part, in the Eaton Common Shares shall be permitted to divest such investments and re-invest such Account in other investment funds provided under the Plan. The

Plan shall offer at least three investment fund options as alternatives to the Eaton Common Shares. Each such alternative investment fund shall be diversified and shall have materially different risk and return characteristics. The Administrator shall notify each eligible Participating Employee of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in Eaton Common Shares, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 8.05 if the Plan imposes any restrictions or conditions on investment in the Eaton Common Shares that do not also apply to investment in the other investment funds.

ARTICLE IX

VOTING RIGHTS; TENDER OFFERS AND ERISA SECTION 404(c)

9.01 Voting Rights .

(a) Subject to the right of an Investment Adviser to vote, or direct the Trustee to vote, any securities in any Fund (other than the Eaton Common Shares Fund) under the management and control of such Adviser, the Trustee shall have the sole and exclusive right to vote any securities held in the Trust (other than Eaton Shares) in its discretion.

(b) Notwithstanding any other provision of the Plan to the contrary, if any, all voting rights on Eaton Shares held in the Eaton Common Shares Fund shall be exercised by the Trustee only as directed by the Participating Employees acting in their capacity as “Named Fiduciaries” (as defined in Section 402 of ERISA) with respect to allocated shares in accordance with the following provisions of this Section 9.01(b):

(1) As soon as practicable before each annual or special shareholders’ meeting of Eaton, the Trustee shall make available to each Participating Employee a copy of the proxy solicitation material sent generally to shareholders, together with a form requesting confidential instructions on how the Eaton Shares allocated to such Participating Employee’s Account are to be voted. Eaton and the Committee will cooperate with the Trustee to ensure that Participating Employees receive the requisite information in a timely manner. The materials furnished to the Participating Employees shall include a notice from the Trustee that the Trustee will vote any shares for which timely instructions are not received by the Trustee. Upon timely receipt of such instructions, the Trustee (after combining votes of fractional shares to give effect to the greatest extent to Participating Employees’ instructions) shall vote the shares as instructed. If voting instructions for Eaton Shares allocated to the Account of any Participating Employee are not timely received by the Trustee for a particular shareholders’ meeting, such shares shall be voted by the Trustee in the same proportion as those shares for which voting instructions are received. The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to any person including directors, officers or employees of Eaton, or of any other company, except as otherwise required by law.

(2) With respect to all corporate matters submitted to shareholders, all Eaton Shares allocated to the Accounts of Participating Employees shall be voted only in accordance with the directions of such Participating Employees as Named

Fiduciaries as given to the Trustee. Each Participating Employee shall be entitled to direct the voting of Eaton Shares (including fractional shares to 1/1000th of a share) allocated to his Account. With respect to Eaton Shares allocated to the Account of a deceased member, such Participant’s Beneficiary, as a Named Fiduciary, shall be entitled to direct the voting with respect to such allocated shares as if such Beneficiary were the Participating Employee.

9.02 Tenders and Exchanges .

(a) All tender or exchange decisions with respect to Eaton Shares held in the Eaton Common Shares Fund shall be made only by the Participating Employees acting in their capacity as Named Fiduciaries in accordance with the following provisions of this Section 9.02:

Trustee will not tender or exchange any Eaton Shares for which timely instructions are not received by the Trustee and (ii) such related documents as are prepared by any person and provided to the shareholders of Eaton pursuant to the Securities Exchange Act of 1934. The Committee and the Trustee may also provide Participating Employees with such other material concerning the tender or exchange offer as the Trustee of the Committee in its discretion determines to be appropriate; provided, however, that prior to any distribution of materials by the Committee, the Trustee shall be furnished with sufficient numbers of complete copies of all such materials. Eaton and the Committee will cooperate with the Trustee to ensure that Participating Employees have access to the requisite information in a timely manner.

(2) The Trustee shall tender or not tender shares or exchange Eaton Shares allocated to the Account of any Participating Employee (including fractional shares to 1/1000th of a share) only as and to the extent instructed by the Participating Employee as a Named Fiduciary. With respect to Eaton Shares allocated to the Account of a deceased Participating Employee, such Participating Employee’s Beneficiary, as a Named Fiduciary, shall be entitled to direct the Trustee whether or not to tender or exchange such shares as if such Beneficiary were the Participating Employee. If tender or exchange instructions for Eaton Shares allocated to the Account of any Participating Employee are not timely received by the Trustee, the Trustee shall treat the non-receipt as a direction not to tender or exchange such shares. The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict

confidence and shall not be divulged or released to any person, including directors, officers or employees of Eaton, or of any other company, except as otherwise required by law.

(3) In the event, under the terms of a tender offer or otherwise, any Eaton Shares tendered for sale, exchange or transfer pursuant to such offer may be withdrawn from such offer, the Trustee shall follow such instructions respecting the withdrawal of such securities from such offer in the same manner and the same proportion as shall be timely received by the Trustee from the Participating Employees, as Named Fiduciaries, entitled under this Section 9.02 to give instructions as to the sale, exchange or transfer of securities pursuant such offer.

(4) In the event that an offer for fewer than all of the Eaton Shares held by the Trustee shall be received by the Trustee, each Participating Employee who has been allocated any Eaton Shares subject to such offer shall be entitled to direct the Trustee as to the acceptance or rejection of such offer (as provided by either of Section 9.02(a)(1) or (2) with respect to the largest portion of such Eaton Shares as may be possible given the total number or amount of Eaton Shares the Plan may sell, exchange or transfer pursuant to the offer based upon the instructions received by the Trustee from all other Participating Employees who shall timely instruct the Trustee pursuant to this Section 9.02(a) to sell, exchange or transfer such shares pursuant to such offer, each on a pro rata basis in accordance with the number or amount of such shares allocated to his Accounts.

(5) In the event an offer shall be received by the Trustee and instruction shall be solicited from Participating Employees pursuant to any of

Sections 9.02(a)(1) through (4) regarding such offer, and prior to termination of such offer, another offer is received by the Trustee for the securities subject to the first offer, the Trustee shall use its best efforts under the circumstances to solicit instructions from the Participating Employees to the Trustee (i) with respect to securities tendered for sale, exchange or transfer pursuant to the first offer, whether to withdraw such tender, if possible, and, if withdrawn, whether to tender any securities so withdrawn for sale, exchange or transfer pursuant to the second offer and (ii) with respect to securities not tendered for sale, exchange or transfer pursuant to the first offer, whether to tender or not to tender such securities for sale, exchange or transfer pursuant to the second offer. The Trustee shall follow all such instructions received in a timely manner from Participating Employees in the same manner and in the same proportion as provided in Section 9.02(a)(1) through (3). With respect to any further offer for any Eaton Shares received by the Trustee and subject to any earlier offer (including successive offers from one or more existing offers), the Trustee shall act in the same manner as described above.

(6) A Participating Employee’s instructions to the Trustee to tender or exchange Eaton Shares will not be deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of the Participating Employee’s interest in the Plan. Funds received in exchange for tendered shares will be credited to the Account of the Participating Employee whose shares were tendered and will be used by the Trustee to purchase Eaton Shares, as the case may be, as soon as

practicable. In the interim, the Trustee will invest such funds in short-term investments permitted under the Trust Agreement.

(7) The Trustee shall take all steps necessary, including appointment of a corporate trustee and/or an outside independent administrator to the extent such action, after consultation with Eaton is found necessary to maintain confidentiality of Participating Employee responses and/or to adequately discharge their obligations as Named Fiduciary.

(8) Subject to the provisions of the Trust Agreement, in the event that Eaton initiates a tender or exchange offer for Eaton Shares, the Trustee may, in its sole discretion, enter into an agreement with Eaton not to tender or exchange any Eaton Shares in such offer, in which event, the foregoing provisions of this Section 9.02 shall have no effect with respect to such offer and the Trustee shall not tender or exchange any Eaton Shares in such offer.

9.03 Information Provided Under ERISA Section 404(c) .

(a) Participant’s Opportunities to Exercise Control . The Investment Committee shall communicate its rules to Participants in a manner calculated to ensure that each Participant has a reasonable opportunity to direct the investment of his Accounts. In addition, if the Investment Committee determines that Participants shall exercise direction and control over the investment of their Accounts in a manner intended to insulate Plan fiduciaries from liability for investments under Section 404(c) of ERISA, it shall provide Participants with:

(1) A statement that the Plan is intended to constitute a plan described in Section 404(c) of ERISA and that the Plan’s fiduciaries may be relieved of

liability for any losses which are the direct and necessary result of investment instructions given by the Participant;

(2) A description of the investment funds under the Plan and a general description of the investment objectives and risk and return characteristics of each such fund, including information relating to the type and diversification of assets comprising the investment fund;

(3) The identity of each investment fund’s Investment Manager;

(4) An explanation of any specified limitations on transfers to or from a designated investment fund and any restrictions on the exercise of voting, tender and similar rights appurtenant to the Participant’s investment in the investment fund;

(5) A description of any transaction fees and expenses which affect the Participant’s Accounts in connection with purchases or sales of interests in the investment funds;

(6) In the case of an investment fund which is subject to the Securities Act of 1933, and in which the Participant has no assets invested immediately following or immediately prior to the Participant’s initial investment in that fund, a copy of the most recent prospectus provided to the Plan; and

(b) Additional Information Provided Upon Request. If the Investment Committee determines that Participants shall exercise direction and control over the investment of their Accounts in a manner intended to insulate Plan fiduciaries from liability for investments under Section 404(c) of ERISA, it shall provide Participants, upon their request, with the following information:

(1) A description of the annual operating expenses of each investment fund (e.g., investment management fees, administrative fees, transaction costs) which reduce the rate of return to Participants, and the aggregate amount of such expenses expressed as a percentage of average net assets of the fund;

(2) Copies of any prospectuses, financial statements and reports, and of any other materials relating to the investment funds, to the extent such information is provided to the Plan;

(3) A list of the assets comprising the portfolio of each investment fund and the value of each such asset; and

(4) Information concerning the value of shares or units in the investment funds, as well as the past and current investment performance of such funds, determined, net of expenses, on a reasonable and consistent basis.

ARTICLE X

ACCOUNTS AND RECORDS OF PLAN

10.01 Accounts and Records . The Accounts and records of the Plan shall be maintained by the Plan Administrator and shall accurately disclose the status of the Account of each Participating Employee in the Plan. Each Participating Employee shall be advised from time to time, at least once during each quarter, as to the status of the Participating Employee’s Account.

10.02 Payment of Fees and Expenses . Expenses of administering the Plan, including the fees and expenses of the Trustee and any insurance company or companies, may be paid by any and all of the Employing Companies in such proportions as they shall agree upon or, at the option of the Employing Companies, such expenses may be paid by the Plan.

10.03 Valuation; Allocation of Investment Earnings and Losses . Accounts and Funds shall be valued as of each Valuation Date. Earnings, gains, and losses (realized or unrealized)

for each Fund shall be allocated to the portion (“subaccount”) of a Participating Employee’s Account maintained with respect to that Fund, in the same ratio that the value of the Participating Employee’s subaccount (determined as of the Valuation Date) bears to the sum of the values of all Participating Employees’ subaccounts maintained with respect to the Fund. For the purpose of determining this ratio, the value of a subaccount shall be determined in accordance with uniform rules established by the Plan Administrator.

10.04 Valuation of Investments and Credits to Accounts .

(a) As of each Valuation Date, the value of each of the investments in each of the Participating Employee’s Accounts shall be determined after reflecting any redistributions, withdrawals, or contributions made since the prior valuation.

(b) As of each Valuation Date, the appropriate Accounts of each Participating Employee shall be credited with amounts directed to the Fixed Income Fund, The Stock Index Fund, the Balanced Index Fund and the Developed Markets Index Fund plus any interest accrued since the prior valuation.

(c) As of each Valuation Date, the appropriate Account of each Participating Employee shall be credited with that number of shares of Eaton Common Shares that is equivalent in value to the cash in each account together with any cash dividends, proceeds from the sale of warrants or rights and other income since the prior valuation from the shares of Eaton Common Shares credited to such Account. Any stock dividend distributed or stock split made during such period; any such credit shall be made on the same basis as such stock dividend was distributed or such stock split was made.

ARTICLE XI

WITHDRAWAL AND DISTRIBUTION

11.01 Payments . All withdrawals from the Plan during employment shall be paid in cash based on Account values as of the Valuation Date immediately preceding the date of actual payment to the Participating Employee. All distributions from the Plan upon retirement, termination, or death shall be paid in cash and/or shares based on Account values as of the Valuation Date immediately preceding the date of actual payment to the Participating Employee or beneficiary(ies).

11.02 Withdrawals During Employment .

(a) Withdrawal Events . A Participating Employee may elect to withdraw all or a portion of the Vested Portion of his Account only in the case of Hardship as defined in Paragraph (c) below and determined by the Committee.

(b) Election to Withdraw . If a Participating Employee elects to make a withdrawal pursuant to Paragraph (a), the withdrawal shall be distributed as soon as administratively possible after the withdrawal is approved by the Administrator and shall be processed on the Valuation Date immediately following the date of that approval. Amounts will be withdrawn from the Participating Employees’ accounts in the following order:

(1) Rollover Account;

(2) Allotments Account (supplementary and basic);

(3) Company Contributions transferred from Westinghouse

(4) Employing Company Contributions Account.

Withdrawals from the Participating Employee’s Accounts will be prorated among the Funds. A Participating Employee who fulfills the requirements of

Paragraph (a) above may make an election to withdraw amounts only twice in every Plan Year but not more than once per quarter.

(c) Definition of Hardship . Any Participant who suffers a financial hardship, as defined in this paragraph, may request a withdrawal according to Section 11.02(b). Such request will be made by written notice to the Administrator setting forth the amount requested and the facts establishing the existence of such hardship. Upon receipt of such a request, the Administrator will determine whether a financial hardship exists; if the Administrator determines that such a hardship does exist. It will further determine what portion of the amount requested by the Participant is required to meet the need created by the hardship, and will direct the Trustee to distribute to the Participant the amount determined to be required. However, such determination will be made by the Committee in its absolute discretion provided that:

(1) such determination is made in accordance with uniform and nondiscriminatory standards established by the Committee;

(2) the distribution cannot exceed the amount required to meet the immediate financial needs created by the Hardship;

(3) the funds needed are not reasonably available from other resources of the Participating Employee;

(4) such Hardship determination meets the definition of the term under Section 1081.01(d) of the PRIRC, including proposed regulations, final regulations, ruling, and cases etc., thereunder; and

(5) such Hardship withdrawals are limited to the following purposes:

(i)

to purchase an existing structure that will be used as the principle residence of the Participating Employee, or the cost of construction of a home that will be used as the principle residence of the Participating Employee,

(ii)

to provide college education for the Participating Employee or an eligible dependent of the Participating Employee,

(iii)

to prevent eviction from or foreclosure on the participating employees principle residence or foreclosure on the mortgage of the participating employees principle residence,

(iv)

to provide for uninsured medical expenses for participating employee or eligible dependent, and

(v)

to provide for funeral expenses for an immediate family Participating Employee.

(d) Amount Available for Withdrawal . The most recent administrative reports shall be used to determine the amount available for withdrawal.

(e) Payment of Withdrawal to Participant . A withdrawal shall be paid to a Participating Employee as soon as administratively possible after approval.

(f) Limitation of Amount Withdrawn . The Administrator will use the most recent administrative reports to determine the amount available for withdrawal. If accurate administrative reports are not available at the time of the determination of the amount available for withdrawal, then the Administrator may limit the withdrawal to 70% of the amount available according to the most recent accurate reports.

(g) Suspension . Following a Hardship Withdrawal, Participating Employee shall be suspended from authorizing further Allotments hereunder or making contributions under any other Plan of Eaton or an Affiliated Corporation (other

than health or welfare benefit plans) for a period of 12 months from the date of such withdrawal.

11.03 Effect of Withdrawals . A Participating Employee who makes a withdrawal pursuant to Paragraph (a) of Section 11.02 shall not be subject to any forfeiture benefits.

11.04 Distribution upon Retirement or Termination .

(a) Distribution of Vested Amounts . If a Participating Employee retires or his employment is terminated, and his vested account value does not exceed $5,000, then the Vested Portion of his Account less any mandatory tax withholding shall be distributed to him as soon as practicable following the date of retirement or termination, provided that distributions of this kind shall be made annually. If a Participating Employee has an account value of at least $5,000, then he may elect to defer distribution to age 65. The Administrator shall notify him of his right to defer distribution and the consequences of failing to defer.

(b) Forfeiture of Non-Vested Portion . When a distribution is made pursuant to Paragraph (a), any Non-Vested Portion of his Account shall be forfeited.

(c) Lump sum distributions as a consequence of termination of employment or termination of the Plan will be subject to a twenty percent (20%) mandatory tax withholding. If total distribution includes employer stock, that portion of the total distribution consisting of employer stock shall be excluded from the total distribution for purposes of the tax computation. Also, any prepaid amount shall also be taken into consideration for purposes of computing the tax.

(d) Upon written direction by the Participating Employee, cash shall be paid in lieu of Eaton Common Shares in an amount equivalent to the value thereof on the Valuation Date preceding distribution.

(e) All distributions will be paid in a single lump sum.

11.05 Distribution on Death of a Participating Employee . In case of the death of a Participating Employee while in the employment of a Employing Company, his entire Account balance shall be distributed in a lump sum to the beneficiary(ies) he has designated in writing or, if no designation has been made, then to his estate. Upon written direction by the beneficiary(ies), cash shall be paid in lieu of Eaton Common Shares in an amount equivalent to the value on the Valuation Date preceding distribution.

11.06 Restoration of Forfeited Amounts . Notwithstanding any other provision of the Plan relating to the forfeiture of the Non-Vested Portion of an Account, all Employing Company Contribution amounts forfeited shall subsequently be restored to the employee’s Account, through contributions of the Employing Company, if such employee is rehired by an Employing Company or an Affiliated Corporation.

Upon rehire, the Eligible Employee’s Account shall be credited with the amount previously forfeited and it shall be invested in accordance with the Participating Employee’s current election under Section 8.01.

11.07 HEART Act Reservist Withdrawals . Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 11.07, a Participating Employee who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code), who has been on active duty for a period of at least 30 days, may apply for a withdrawal in an amount from his

accounts that is attributable to Basic Allotments and Supplementary Allotments. Any distribution made pursuant to this Section 11.07 must be made during the period beginning on the 30th day of active duty and ending on the close of his active duty period. Further, for a period of at least six (6) months after his receipt of the withdrawal, such Participating Employees’s Basic Allotments and Supplementary Allotments are suspended and the Participating Employee shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions to all other plans maintained by the Company. For this purpose, the phrase “plans maintained by the Company” means all qualified and nonqualified plans of deferred compensation maintained by the Company or any Affiliated Corporation, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of PRIRC Section 1031.06 and including a stock option, stock purchase, or similar plan maintained by the Company or any Affiliated Corporation.

11.08 Direct Rollovers . Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 11.08, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover, provided that any direct rollover shall be made in accordance with all applicable statutory and regulatory requirements, subject to such administrative rules as may be adopted by the Pension Administration Committee.

Definitions:

(a) Eligible rollover distribution : An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee that

is payable to a distributee due to the Participating Employee’s separation from service with the Employer.

(b) Eligible retirement plan : An eligible retirement plan is an individual retirement account decribed in PRIRC Section 1081.02(a), an individual retirement annuity described in PRIRC Section 1081.02 (b), or a qualified trust described in PRIRC Section 1081.01(a) that accepts the distributee’s eligible rollover distribution. Notwithstanding anything herein to the contrary, only one eligible retirement plan may be designated with respect to any eligible rollover distribution.

(d) Direct rollover : A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee. Notwithstanding anything herein to the contrary, only one direct rollover may be made with respect to any eligible rollover distribution.

ARTICLE XII

APPLICATION OF FORFEITED EMPLOYING COMPANY CONTRIBUTIONS

12.01 Application of Forfeited Amounts . All amounts forfeited under the Plan by a Participating Employee shall be applied as a credit to reduce subsequent contributions of the Employing Company. In the event the Plan is terminated, any forfeitures not applied prior thereto to reduce an Employing Company’s Contributions may be credited pro rata to the Accounts of the Participating Employees in proportion to the amounts of its contributions or the size of its Accounts as determined by the Administrator. In addition, the Administrator may

allocate other amounts not arising from contributions or related investment returns on a pro rata basis.

ARTICLE XIII

ADMINISTRATION BY TRUSTEE

13.01 Trust Agreement . The Company has entered into a trust agreement with Banco Popular de Puerto Rico to serve as Trustee under the Plan. The trust agreement provides, among other things, that all funds received by the Trustee thereunder will be held by the Trustee and that no part of the corpus or income of the trust held by the Trustee shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries. Eaton shall have authority to remove such Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, Eaton shall appoint a successor Trustee.

13.02 Temporary Investments and Uninvested Funds . The Trustee temporarily may hold in cash, may deposit at reasonable rates with banks, including deposits with itself or affiliated banks, and may invest in short-term investments, either directly or through a commingled trust fund maintained by the Trustee, funds received for investment in the Funds. The Trustee may keep uninvested an amount of cash sufficient in its opinion to enable it to carry out the purposes of the Plan. No income shall accrue to an account of any Participating Employee on such uninvested funds.

13.03 Audit of the Plan . Eaton shall select a firm of independent certified public accountants to examine and report on the financial position and the results of operations of the Plan.

ARTICLE XIV

TRANSFERS AMONG AFFILIATED COMPANIES

14.01 General Rule . Transfer by a Participating Employee from one Employing Company to another Employing Company shall not affect participation under the Plan.

14.02 Transfer to Affiliated Corporation of Eaton Which is Not an Employing Company . In the event a Participating Employee is transferred from an Employing Company to a corporation which is affiliated with Eaton, and such transferee Company is not an Employing Company, then all such employees’ rights under the Plan shall continue except that he shall no longer be entitled to make any allotments or to receive Employing Company Contributions. The Participating Employee will continue to earn Years of Service under this Plan for the period of employment with the Affiliated Corporation.

14.03 Transfer from an Affiliated Corporation of Eaton Which is Not an Employing Company . In the event an Eligible Employee has been transferred from an Affiliated Corporation of Eaton which is not an Employing Company, the period of employment with the Affiliated Corporation will be included in Years of Service under this Plan.

ARTICLE XV

DESIGNATION OF BENEFICIARIES

15.01 Designation of Death Benefit Beneficiary . A Participating Employee may designate a beneficiary or beneficiaries to receive all or part of the amounts credited to the Participating Employee’s Accounts in case of death. A designation of beneficiary may be replaced by a new designation or may be revoked by the Participating Employee at any time. However, if the Participating Employee is married and he is designating as beneficiary a person other than his spouse, the designation is not valid unless spousal consent is provided. For these purposes, “spousal consent” means the written consent given by the Participating Employee’s

spouse to the designation made by the Participating Employee of a specified beneficiary. Such consent shall be duly witnessed by a Plan representative or notary public and shall acknowledge the effect on the spouse of the Participating Employee’s election. Any consent by a spouse shall be effective only with respect to such spouse. In the case of death of the Participating Employee, the amount of the Participating Employee’s Accounts with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be distributed in accordance with the Plan to the designated beneficiary or beneficiaries. For purposes of this Section 15.01, a designation made under the Prior Plan that was in effect immediately prior to the transfer of assets and liabilities from the Prior Plan to the Plan shall be given effect under this Plan until modified.

15.02 Forms to be Used . A designation or revocation shall be on a Prescribed Form signed by the Participating Employee and delivered to the Payroll Office prior to death.

15.03 Failure to Designate Beneficiary; Disputes . The amount in a Participating Employee’s Account distributable upon death and not subject to a valid designation shall be distributed to the Participating Employee’s estate. If there shall be any question as to the legal right of any beneficiary or beneficiaries to receive a distribution under the Plan the amount in question may be paid to the estate of the Participating Employee, in which event the Trustee and the Employing Company shall have no further liability to anyone with respect to such amount.

ARTICLE XVI

BENEFITS NOT ASSIGNABLE

16.01 No Assignment . No benefit or interest available hereunder will be subject to assignment or alienation, garnishment, attachment, execution or levy of any kind, and any attempt to cause such benefits to be so subjected will not be recognized, except to such extent as may be required by law. The preceding sentence shall also apply to the creation, assignment, or

recognition of a right to any benefit payable to a Participant with respect to a domestic relations order, unless such order is determined to be a Qualified Domestic Relations Order, as defined in ERISA Section 206(d)(3).

ARTICLE XVII

MODIFICATION OR MERGER OF PLAN

17.01 Modification . Eaton may modify the Plan, provided that no part of the corpus or income attributable to any funds received by the Trustee for the purposes of the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries. Eaton may delegate authority to the Committee with respect to modification of the Plan. Any such modification shall be effective at such date as Eaton or the Committee may determine. No modification or amendment may result in a retroactive reduction of benefits attributable to contributions heretofore made.

17.02 Notice of Modification . Notice of any modification of the Plan shall be given promptly to the other Employing Companies, the Plan Administrator and the Trustee and, except for changes of a minor nature which do not adversely affect their interests, shall also be given to all Participating Employees and designated beneficiaries of deceased Participating Employees.

17.03 Merger; Spin-Off . There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any other plan unless each Participating Employee would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participating Employee would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

ARTICLE XVIII

AMENDMENT AND TERMINATION

18.01 Amendment and Termination . The Plan is adopted with the expectation that it will be continued indefinitely but the continuance of the Plan and the payment of any contributions hereunder is not assumed as a contractual obligation by any Employing Company. Each Employing Company reserves the right to discontinue its contributions under the Plan and Eaton (for itself and the other Employing Companies) reserves the right to terminate the Plan at any time. An Employing Company may determine to discontinue further contributions under the Plan without discontinuing the Plan as to contributions therefore made or with respect to further contributions by any other Employing Company. If the Plan is terminated, then the interest of each Participating Employee in the Trust Fund shall be fully vested and such termination shall not reduce the interest of any Participating Employee or their beneficiaries accrued under the Plan up to the date of such termination.

ARTICLE XIX

ADMINISTRATION

19.01 Committee . The Plan shall be administered by the Committee which shall be appointed and may be removed by Eaton. Members of the Committee may be Participants in the Plan, and may resign at any time upon notice in writing to Eaton. The Committee shall act by a majority of its members. The Committee shall be the administrator for purposes of ERISA.

19.02 Fiduciary Responsibility .

(a) The Committee shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.

(b) The Investment Committee shall be appointed and may be removed by Eaton, and shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee, and any Investment Manager. The Investment Committee shall have the exclusive authority and responsibility:

(1) to appoint and remove Investment Managers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement; and

(2) to direct the segregation of all or a portion of the assets of any Investment Fund into an Investment Manager account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Manager account or accounts as it deems desirable or appropriate.

(c) The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Manager, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such “trustee responsibilities,” under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to Eaton, such committee of the Board, such committee of officers, or such officers of Eaton as shall be designated by the Board. Such persons, and fiduciaries

designated by such persons as above provided, may employ others to render advice to them relative to their respective responsibilities under the Plan.

19.03 Committee Power and Rules . The Committee is authorized to make such uniform rules as may be necessary to carry out the provisions of the Plan and shall determine any questions arising in the administration, interpretation, and application of the Plan, which determinations shall be conclusive and binding on all parties, subject to the right of a party to pursue a claim under ERISA. The Committee shall have absolute discretion in carrying out its responsibilities. The Committee is also authorized to adopt such uniform rules as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Committee to act without formally convening and to provide that action of the Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not be a member of the Committee, who shall record the minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Committee may retain legal counsel (who may be counsel to Eaton) when and if the Committee finds it necessary or convenient to do so, and may also employ such other assistants, clerical or otherwise, as it may deem needed, and expend such monies as may be required for the proper performance of its work. Such costs and expenses shall be borne by the Employing Companies, as determined by Eaton.

19.04 Reliance . To the extent permitted by law, the Committee, the Investment Committee, the Trustee, the boards of directors of the Employing Companies and their respective officers and employees shall not be liable for the directions, actions, or omissions of any agent, legal or other counsel, accountant, actuary, or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committee, the

Investment Committee, the Trustee, the board of directors of the Employing Companies, and the Employing Companies and their respective officers and employees shall be entitled to rely upon all information and advice which may be given by such experts and shall be fully protected in respect to any action taken or suffered by them in good faith reliance upon any such information or advice. All actions so taken or suffered shall be conclusive upon each of them and upon all Participating Employees, and other persons having or claiming to have any interest in or under the Plan.

19.05 Indemnification . Each member of the Committee and the Investment Committee and any other employee of Eaton or an Employing Company shall be fully indemnified by his employer against all liabilities, costs and expenses (including defense costs but excluding any amount representing a settlement unless such settlement be approved by his employer) imposed upon him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Committee, the Investment Committee or other employee arising out of any act, or failure to act, in good faith with respect to the Plan to the full extent of the law. The foregoing rights of indemnification shall not be exclusive of other rights to which any member of the Committee, the Investment Committee, or employee may be entitled as a matter of law, contract, or otherwise.

19.06 Claims Review Procedure . Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control with respect to the resolution of such claims. Whenever a claim for benefits under the Plan filed by any person (herein referred to as the “Claimant”) is denied, whether in whole or in part, the Sponsor shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special

circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, and (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Committee a written request therefor, which request shall contain the following information:

(a) the date on which the Claimant’s request was filed with the Committee; provided, however, that the date on which the Claimant’s request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;

(b) the specific portions of the denial of his claim which the Claimant requests the Committee to review;

(c) a statement by the Claimant setting forth the basis upon which he believes the Committee should reverse the previous denial of his claim for benefits and accept his claim as made; and

(d) any written material (offered as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

19.07 Additional Capacities . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan (including service both as a Trustee and as a Plan Administrator).

19.08 Notices to Committee . Communications to the Committee shall be addressed to Eaton Corporation, Pension Administration Committee, 1111 Superior Avenue, Cleveland, Ohio 44114. The Secretary of the Committee is hereby designated as agent for service of legal process with respect to any claims arising under the Plan.

19.09 Governing Law . The Plan shall be governed by the laws of Puerto Rico, to the extent not superseded by US laws, and applicable federal law.

19.10 Notices to Participating Employees . Notices and statements to be given, made or delivered to a Participating Employee shall be deemed made or delivered when addressed to the Participating Employee, and mailed by ordinary mail or certified mail, to the Participating Employee’s last known business or home address.

19.11 Commonwealth of Puerto Rico Secretary of the Treasury . This Plan has been adopted subject to the condition that the Commonwealth of Puerto Rico Secretary of the

Treasury issues a favorable determination letter on the Plan in the form set forth in this document and, if the Commonwealth of Puerto Rico Secretary of the Treasury refuses to do so, the Employing Company shall have the right to retroactively declare this Plan null and void and thereafter to direct the Trustees to refund all 1081.01(d) Contributions previously made under this Plan to those Employees on whose behalf such 1081.01(d) Contributions were made and to refund all Company Matching Contributions previously made under this Plan to the Employing Company.

19.12 Rights Terms . Neither the establishment of the Plan or the Trust, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to any Participant or any other person any legal or equitable right against Eaton, Administrator or Trustees, except as provided herein, and in no event will the terms of employment or service of any participant be modified or in any way be affected hereby. It is a condition of the Plan, and each Participant expressly agrees by his participation herein, that each Participant will look solely to the assets held in the Trust for the payment of any benefit to which he is entitled under the Plan.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed this day of July, 2011.


Cutler-Hammer Electrical Company

By:	/s/ David B. Foster	Date: 11/18/2011
Title: SVP-Corporate Development & Treasury

By:	/s/ Thomas E. Moran	Date: 11/28/2011
Title: VP and Secretary

APPENDIX A

The following companies have been designated by Cutler-Hammer Electrical Company to be Employing Companies in the Plan with respect to employees rendering service in Puerto Rico:

Cutler-Hammer Electrical Company

Eaton Corporation

11605318.7

EXECUTION COPY

FIRST AMENDMENT

THE EATON PUERTO RICO

RETIREMENT SAVINGS PLAN

(January 1, 2011 Restatement)

WHEREAS , Cutler-Hammer Electrical Company (the “Company”) maintains in effect The Eaton Puerto Rico Retirement Savings Plan, established effective January 1, 2011 (the “Plan”); and

WHEREAS , the Company reserves the right to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, in the following respects:

1. Section 2.07 is amended to provide as follows:

2.07. “Board” shall mean the Board of Directors of Eaton Corporation plc.

2. Section 2.12 is amended to provide as follows:

2.12 “Eaton Common Shares Fund” shall mean the fund maintained by the Trustee consisting of Eaton Common Shares and cash or cash equivalents. Eaton Common Shares are purchased with the money invested in this fund and dividends are reinvested to purchase additional shares. Appreciation or depreciation is determined by the performance of Eaton Common Shares on the New York Stock Exchange (NYSE). “Eaton Common Shares” or “Eaton Shares” shall mean ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

3. Section 8.01 is amended to replace the words “Eaton Common Shares” with the words “Eaton Common Shares Fund” in the one place the words appear.

4. Section 8.03 is amended to replace the words “Eaton Common Shares” with the words “Eaton Common Shares Fund” in the one place the words appear.

5. Section 8.05 is amended to provide as follows:

8.05 Diversification of Eaton Common Shares . The provisions of this Section 8.05 shall apply to any investment in Eaton Common Shares so long as such shares are publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Participating Employee whose Account is invested, in whole or in part, in the Eaton Common Shares Fund shall be permitted to divest such investments and re-invest such Account in other investment funds provided under the Plan. The Plan shall offer at least three investment fund options as alternatives to the Eaton Common Shares Fund. Each such alternative investment fund shall be diversified and shall have materially different risk and return characteristics. The Administrator shall notify each eligible Participating Employee of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in Eaton Common Shares Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 8.05 if the Plan imposes any restrictions or conditions on investment in the Eaton Common Shares Fund that do not also apply to investment in the other investment funds.

6. Section 9.01(b)(1) is amended to provide as follows:

(1) As soon as practicable before each annual or special shareholders’ meeting of Eaton Corporation plc, the Trustee shall make available to each Participating Employee a copy of the proxy solicitation material sent generally to shareholders, together with a form requesting confidential instructions on how the Eaton Shares allocated to such Participating Employee’s Account are to be voted. Eaton Corporation plc and the Committee will cooperate with the Trustee to ensure that Participating Employees receive the requisite information in a timely manner. The materials furnished to the Participating Employees shall include a notice from the Trustee that the Trustee will vote any shares for which timely instructions are not received by the Trustee. Upon timely receipt of such instructions, the Trustee (after combining votes of fractional shares to give effect to the greatest extent to Participating Employees’ instructions) shall vote the shares as instructed. If voting instructions for Eaton Shares allocated to the Account of any Participating Employee are not timely received by the Trustee for a particular shareholders’ meeting , such shares shall be voted by the Trustee in the same proportion as those shares for which voting instructions are received. The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to any person including directors, officers or employees of Eaton Corporation plc, or of any other company, except as otherwise required by law.

7. Section 9.02(a)(1) is amended to provide as follows:

(1) In the event an offer shall be received by the Trustee (including a tender offer for Eaton Shares subject to Section 14(d)(1) of the Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under that Act, as those provisions may from time to time be amended) to purchase or exchange any Eaton Shares held by the Trust, the Trustee will advise each Participating Employee who has Eaton Shares credited to such Participating Employee Account in writing of the terms of the offer as soon as practicable after its commencement and will furnish each Participating Employee with a form by which he may instruct the Trustee confidentially whether or not to tender or exchange Eaton Shares allocated to such Participating Employee’s Account. The materials furnished to the Participating Employees shall include (i) a notice from the Trustee that, except as provided in Paragraph (8) of this Section 9.02(a), the Trustee will not tender or exchange any Eaton Shares for which timely instructions are not received by the Trustee and (ii) such related documents as are prepared by any person and provided to the shareholders of Eaton Corporation plc pursuant to the Securities Exchange Act of 1934. The Committee and the Trustee may also provide Participating Employees with such other material concerning the tender or exchange offer as the Trustee of the Committee in its discretion determines to be appropriate; provided, however, that prior to any distribution of materials by the Committee, the Trustee shall be furnished with sufficient numbers of complete copies of all such materials. Eaton Corporation plc and the Committee will cooperate with the Trustee to ensure that Participating Employees have access to the requisite information in a timely manner.

8. The last sentence of Section 9.02(a)(2) is amended to provide as follows:

The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to any person, including directors, officers or employees of Eaton Corporation plc, or of any other company, except as otherwise required by law.

9. Section 9.02(a)(8) is amended to provide as follows:

(8) Subject to the provisions of the Trust Agreement, in the event that Eaton Corporation plc initiates a tender or exchange offer for Eaton Shares, the Trustee may, in its sole discretion, enter into an agreement with Eaton Corporation plc not to tender or exchange any Eaton Shares in such offer, in which event, the foregoing provisions of this Section 9.02 shall have no effect with respect to such offer and the Trustee shall not tender or exchange any Eaton Shares in such offer.

10. Section 10.04(c) of the Plan is hereby amended by replacing “stock” with “shares” in each place “stock” appears.

11. The first sentence of Section 19.01 is amended to provide as follows:

The Plan shall be administered by the Committee which shall be appointed and may be removed by the Board.

12. The first sentence of Section 19.02(b) is amended to provide as follows:

(b) The Investment Committee shall be appointed and may be removed by the Board, and shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee, and any Investment Manager.

13. Article XIX of the Plan is hereby amended by the addition of a new Section 19.13 to read as follows:

19.13 Issuance of Eaton Common Shares . Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

* * *

EXECUTED at Cleveland, Ohio, this 29 ^th day of November, 2012.


CUTLER-HAMMER ELECTRICAL COMPANY

By:	/s/ Thomas E. Moran	Date:	11/29/12

Title:	Vice President and Secretary

By:	/s/ Trent M. Meyehoefer	Date:	11/29/12

Title:	President

Exhibit 4.17

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

January 1, 2008 Restatement

COOPER SAVINGS AND STOCK OWNERSHIP PLAN

January 1, 2008 Restatement

TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND CONSTRUCTION

1.1	Definitions	8
1.2	Construction	16

ARTICLE II ELIGIBILITY TO PARTICIPATE

2.1	Commencement of Participation	17
2.2	Changes in Employment Status	17
2.3	Election Form	17

ARTICLE III CONTRIBUTIONS

3.1	Basic Contributions	18
3.2	Supplemental Contributions	19
3.3	Matching Contributions	19
3.4	Rollover Contributions	19
3.5	Transferred Contributions	19
3.6	Company Retirement Contributions	20
3.7	Transfers From Other Company Plans	20
3.8	Transfers To Other Company Plans	20
3.9	Effect of Plan Termination or Withdrawal	20

ARTICLE IV ADMINISTRATION OF CONTRIBUTIONS

4.1	Delivery of Contributions	22
4.2	Allocation of Basic Contributions	22
4.3	Allocation of Matching Contributions	22
4.4	Allocation of Company Retirement Contributions	22
4.5	Changes in Reduction and Deduction Authorizations	22

(i)


ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1	Deposit of Contributions	24
5.2	Investment Elections for Future Basic Contributions	24
5.3	Reallocations and Transfers of Past Basic, Supplemental and Rollover Contributions	24
5.4	Election to Reallocate Matching Contributions	24

ARTICLE VI ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1	Establishment of Funds	26
6.2	Company Stock Fund	26
6.3	Income on Trust Funds	26
6.4	Separate Accounts	26

ARTICLE VII VESTING

7.1	Vesting in Matching Contributions	27
7.2	Vesting in Basic, Supplemental, Rollover, and Transferred Contributions	27
7.3	Vesting in Company Retirement Contributions	27
7.4	Forfeitures	27
7.5	Election of Former Vesting Schedule	28
7.6	Vesting Service	28
7.7	Transfers	29
7.8	Reinstatement of Years of Vesting Service	29
7.9	Finality of Determinations	29

ARTICLE VIII WITHDRAWALS WHILE EMPLOYED

8.1	Withdrawals Prior to Age 59-1/2	30
8.2	Special Rules for Hurricane-Related Hardship Distributions	31
8.3	Withdrawals After Age 59-1/2	32
8.4	Form of Withdrawals	33

ARTICLE IX LOANS

9.1	Approval and Nature of Loan	34
9.2	Terms and Conditions	34
9.3	Repayment of a Loan	34
9.4	Special Rules for the Application of the Provisions of the Katrina Emergency Tax Relief Act of 2005 (KETRA) and the Gulf Opportunity Zone Ace of 2005 (GOZA)	35

(ii)



ARTICLE X DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1	Eligibility for Distribution	37
10.2	Distribution of Separate Accounts	37
10.3	Installment Payment Option	37
10.4	Required Minimum Distributions	37
10.5	Restriction on Alienation	38
10.6	Payments to Incompetents or Minors	38
10.7	Annuities	38
10.8	Eligible Rollover Distributions	38
10.9	Direct Transfer by Non-Spouse Beneficiary	39

ARTICLE XI BENEFICIARIES AND DEATH BENEFITS

11.1	Designation of Beneficiary	41
11.2	Beneficiary in the Absence of Designated Beneficiary	41
11.3	Spousal Consent to Beneficiary Designation	41
11.4	Death Benefits	41

ARTICLE XII PLAN ADMINISTRATION

12.1	Plan Administrator	42
12.2	Plans Management Procedure; Named Fiduciaries	42
12.3	Benefit Application; Claims Review	42
12.4	Compensation, Bonding and Expenses of Committee Members	43
12.5	Company to Supply Information	43
12.6	Qualified Domestic Relations Orders	43
12.7	Finality of Determination	43
12.8	Promulgating Notices and Procedures	44
12.9	Use of Electronic Media for “Participant Elections”	45

ARTICLE XIII COOPER ESOP

13.1	Allocations of Matching Contributions	46
13.2	Voting of Company Stock	46
13.3	Dividends on Company Stock	47
13.4	Restrictions on Company Stock	47

(iii)



ARTICLE XIV AMENDMENT AND TERMINATION

14.1	Amendment	48
14.2	Limitation of Amendment	48
14.3	Termination	48
14.4	Withdrawal of an Employer	49
14.5	Corporate Reorganization	49
14.6	Merger of Certain Frozen Plans	49

ARTICLE XV MISCELLANEOUS PROVISIONS

15.1	No Commitment as to Employment	51
15.2	Benefits	51
15.3	No Guarantees	51
15.4	Exclusive Benefit	51
15.5	Duty to Furnish Information	51
15.6	Merger, Consolidation or Transfer of Plan Assets	51
15.7	Return of Contributions to Employers	52
15.8	Addenda	52
15.9	Provisions with Respect to Uniformed Services Employment and Reemployment Rights Act of 1994	52
15.10	Governing Law	53

Appendix A Non-Discrimination Rules

Appendix B Section 415 Limitations

Appendix C Top-Heavy Plan Rules

Appendix D Active Covered Facilities and Employment Classifications

Appendix E Transferor Plans

Appendix F Merged Plans and Protected Benefits

Appendix G Required Minimum Distributions

Appendix H Service with Predecessor Organizations

IAR Addenda

A - IAR Addenda for Active IAR Members

(iv)

COOPER SAVINGS AND STOCK OWNERSHIP PLAN

January 1, 2008 Restatement

WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the “Company”) established a profit-sharing and savings plan known as the Cooper Industries, Inc. Savings Plan (hereinafter referred to as the “Savings Plan”), effective as of July 1, 1985, for the exclusive benefit of eligible employees of the Company and eligible employees of its subsidiaries that are participating employers under the Savings Plan; and

WHEREAS, effective as of June 16, 1989, the Company adopted the Cooper Industries, Inc. Stock Ownership Plan (hereinafter referred to as the “Cooper ESOP”) in conjunction with the Savings Plan; and

WHEREAS, effective as of the close of business on June 30, 1989, the assets and liabilities attributable to participants in the Savings Plan who were also participants in the Master Individual Account Retirement Plan of Cooper Industries, Inc. (hereinafter referred to as the “Cooper Master IAR Plan”) were spun-off from the Savings Plan and merged into the Cooper Master IAR Plan to form the Cooper Industries Inc. Retirement and Savings Plan (hereinafter referred to as the “Cooper Retirement Savings Plan”) which thereafter also continued to be maintained in conjunction with the Cooper ESOP; and

WHEREAS, the Savings Plan, the Cooper Retirement Savings Plan, and the Cooper ESOP were amended on numerous occasions; and

WHEREAS, effective as of May 1, 1997, the Savings Plan was merged into the Cooper Retirement Savings Plan (hereinafter referred to as the “Plan”) and the Plan was restated; and

WHEREAS, effective as of the close of business on December 30, 2005, the Cooper ESOP was merged into the Plan; and

WHEREAS, the Plan was last amended and restated as of December 31, 1999; and

WHEREAS, the restated Plan was subsequently amended on twelve occasions; and

WHEREAS, the Company now desires to restate the Plan to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001, the Job Creation and Worker Assistance Act of 2002, the Katrina Emergency Tax Relief Act of 2005 (KETRA), the Gulf Opportunity Zone Act of 2005 (GOZA), and certain provisions of the Pension Protection Act of 2006 and other law changes;

NOW, THEREFORE, except as otherwise provided in the Plan, the Plan is hereby amended and restated effective January 1, 2008, in the manner hereinafter set forth.

- 7 -

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1

Definitions .

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

(1)

The term “Addendum” shall mean the overriding provisions that are applicable to certain Members and certain Inactive Members in accordance with the provisions of Section 15.8, that constitute for all purposes a part of the Plan, and that in the event of conflict with any other provisions of the Plan, are controlling.

(2)

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; any member of a group of trades or businesses 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.

(3)

The term “Affiliated Group” shall mean the group of entities which are Affiliates.

(4)

The term “Allocation Year” shall mean the 12-month period which begins each January 1 and ends on the subsequent December 31.

(5)

The term “Basic Account” shall mean the Separate Account of a Member to which Basic Contributions are allocated and credited in accordance with the provisions of Section 4.2.

(6)

The term “Basic Contribution” shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Section 3.1 and a duly filed Compensation reduction authorization.

(7)

The term “Beneficiary” shall mean the person or persons who, in accordance with the provisions of Article XI hereof, are entitled to receive distribution under the Plan in the event a Member or Inactive Member dies before his interest is distributed to him in full.

(8)

The term “Break in Service” shall mean any Plan Year during which an Employee completes less than 500 Hours of Service; provided, however, no Employee shall incur a Break in Service solely by reason of an absence due to (i)

- 8 -

the birth of a child of the Employee, (ii) the pregnancy of the Employee, (iii) the placement of a child with the Employee on account of the adoption of such child by such Employee, or (iv) the caring for a child of an Employee for a period beginning following the birth or placement of such child, with respect to the Plan Year in which such absence begins, if the Employee otherwise would have incurred a Break in Service or, in any other case, in the immediately following Plan Year; and provided further, that although an Employee may not receive credit for vesting or benefit accrual purposes, a Break in Service shall not be deemed to occur with respect to any layoff or sick leave that is not in excess of the period of time during which his seniority is retained.

(9)

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.

(10)

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

(11)

The term “Company Retirement Account” and shall mean the separate account to which the Company Retirement Contributions are allocated and credited in accordance with the provisions of Section 4.4.

(12)

The term “Company Retirement Contributions” shall mean the profit sharing contributions made to the Plan by an Employer in accordance with the provisions of Section 3.6.

(13)

The term “Company Stock” shall mean common stock of Cooper which is readily tradeable on an established securities market and/or noncallable preferred stock convertible into common stock of Cooper which is readily tradeable on an established securities market.

(14)

The term “Company Stock Fund” shall mean the Fund which is established and maintained pursuant to the provisions of Sections 6.1 and 6.2.

(15)

The term “Compensation” shall mean the compensation within the meaning of Section 415(c)(3) of the Code, paid during a Compensation Period by the Employer to a Member while a Member, including all wages and salary, commissions and annual management incentive bonuses, sales incentives, overtime pay, vacation pay to terminated Members and any Basic Contributions contributed under the Plan with respect to such Member during such Plan Year and elective Employer contributions made on behalf of a Member that are not includible in gross income under Section 125 or Section 402(e)(3) of the Code and, for Plan Years beginning on or after January 1, 2001, Section 132(f)(4) of the Code, but excluding relocation expense reimbursements (including mortgage

- 9 -

interest differentials) or other expense allowances, fringe benefits, automobile allowance income and foreign service premiums and allowances, deferred compensation (other than Basic Contributions), welfare benefits, and any other extraordinary income (examples of which include, but are not limited to, sign-on bonuses, long-term management incentive compensation awards, patent/suggestion awards, safety awards, and service awards), and severance pay. Notwithstanding the foregoing, in no event shall the annual Compensation of a Member taken into account under the Plan for any Compensation Period exceed the annual dollar limit under Section 401(a)(17)(A) of the Code, as adjusted for increases in the cost-of-living pursuant to Section 401(a)(17)(B) of the Code. If a Compensation Period consists of fewer than 12 months, the annual compensation limit under Section 401(a)(17) of the Code shall be multiplied by a fraction, the numerator of which is the number of months in the determination period and the denominator of which is 12.

(16)

The term “Compensation Period” for all Eligible Employees shall mean the 12-consecutive-calendar-month period beginning each January 1st and ending each subsequent December 31st.

(17)

The term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours (but not premium hours), holiday hours, vacation hours, jury duty hours and bereavement leave hours. Notwithstanding the foregoing a Contribution Hour, however, shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.

(18)

The term “Cooper” shall mean Cooper Industries, Ltd., its corporate successors, and the surviving corporation resulting from any merger or consolidation of Cooper with any other corporation or corporations.

(19)

The term “Cooper ESOP” shall mean the Cooper Stock Ownership Plan which was until its merger into the Cooper Retirement Savings Plan at the close of business on December 30, 2005, a separate plan maintained in conjunction with the Cooper Retirement Savings Plan. On and after such merger, the Cooper ESOP shall be comprised of the Company Stock Fund under the Plan and shall be part of the Plan.

(20)

The term “Cooper Retirement Savings Plan” shall mean, prior to the close of business on December 30, 2005, the separate retirement savings plan which was set forth in the Plan document as a profit-sharing plan and which is qualified under Section 401(a) of the Code with a qualified cash or deferred arrangement permitted under Section 401(k) of the Code. As of the close of business on December 30, 2005, the Cooper Retirement Savings Plan together with the Cooper ESOP which was merged into the Cooper Retirement Savings Plan at the close of business on December 30, 2005, shall comprise the Plan.

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(21)

The term “Early Commencement Date” shall mean the date on which a Member or Inactive Member terminates employment with the Affiliated Group regardless of age.

(22)

The term “Eligible Employee” shall mean an Employee who is employed at a facility in an employment classification listed on Appendix D and who is not a 5% owner as defined in Section 416(i)(l)(B) of the Code, a co-op student, a relief nurse, a college intern, a student summer hire, or a call-in guard.

(23)

The term “Employee” shall mean any common law employee of an Employer who is paid in United States dollars from a payroll maintained in the United States; provided, however, that such term shall not include (i) any person who is rendering service to an Employer solely as a Leased Worker, director, or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code.

(24)

The term “Employer” shall mean the Company or any Subsidiary of the Company that is listed below as a Participating Subsidiary and any other Subsidiary that adopts the Plan as herein provided so long as the Subsidiary has not withdrawn from the Plan.

Participating Subsidiaries

Cooper B-Line, Inc.

Cooper Bussmann, LLC.

Cooper Crouse-Hinds, LLC

Cooper Lighting, LLC

Cooper Power Systems, LLC

Cooper Tools, Inc.

Cooper Tools International, LLC

Cooper Wheelock, Inc.

Madahcom, Inc.

(25)

The term “Employment Commencement Date” shall mean the first date on which an Employee completes an Hour of Service.

(26)

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.

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(27)

The term “Fund” shall mean any of the investment funds established and maintained in accordance with the provisions of Article VI.

(28)

The term “Hour of Service” shall mean an hour for which an Employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or an Affiliate either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or an Affiliate to pay back wages. An Employee shall be credited with 8 Hours of Service per day (up to a maximum of 40 Hours of Service per week) for each day that he is on a leave of absence authorized under the Family and Medical Leave Act of 1993, as amended (“FMLA”); provided that such hours are required to be credited under the FMLA. Hours under this paragraph (30) shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

In the case of a salaried Employee for which actual hours are not tracked or recorded, the salaried Employee shall be credited with 40 Hours of Service per week.

(29)

The term “IAR Account” shall be interchangeable with the term “Company Retirement Account” and shall mean the separate account to which the Company Retirement Contributions are allocated and credited in accordance with the provisions of Section 4.4.

(30)

The term “IAR Addendum” shall mean an Addendum applicable to certain IAR Members in a specific Participating Unit.

(31)

The term “IAR Member” shall mean a Member who is in a Participating Unit covered by an IAR Addendum.

(32)

The term “Inactive Member” shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

(33)

The term “Leased Worker” shall be a person (other than a person who is an employee without regard to this paragraph (33)) engaged in performing services for an Affiliate (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a)

he has performed services for one or more Affiliates (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year; and

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(b)

prior to December 31, 1997, such services are of a type historically performed, in the business field of the recipient, by employees and after December 30, 1997, such services are under the primary direction or control of a recipient; and

(c)

he is not participating in a “safe harbor plan” of the Leasing Organization. (For this purpose, a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a money purchase pension plan with a non-integrated employer contribution rate of at least ten percent of compensation and which provides for immediate participation and full and immediate vesting).

A person who is a Leased Worker during any Plan Year shall also be considered an employee of an Affiliate (solely for the purpose of determining length of service for participation and vesting purposes) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker. Notwithstanding the foregoing, the sole purpose of this paragraph (33) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees”. This paragraph (33) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

(34)

The term “Local Administrative Committee” shall mean the individual administrative committee appointed with respect to the Plan by the Plans Administration Committee pursuant to the Plans Management Procedure.

(35)

The term “Master IAR Entry Date” shall mean the date specified in an IAR Addendum that a Participating Unit initially becomes, or became, covered by the Cooper Retirement Savings Plan, or a predecessor thereof.

(36)

The term “Matching Account” shall mean the Separate Account of a Member to which Matching Contributions are allocated and credited in accordance with the provisions of Section 4.3.

(37)

The term “Matching Contribution” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.3.

(38)

The term “Member” shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II

(39)

The term “Normal Retirement Age” shall mean age 65.

(40)

The term “Participating Unit” shall mean an employment unit or facility of an Employer to which the Plan is extended.

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(41)

The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from an Employer.

(42)

The term “Plan” shall mean the “Cooper Retirement Savings and Stock Ownership Plan, a profit-sharing plan that is qualified under Section 401(a) of the Code and that has a qualified cash or deferred arrangement permitted under Section 401(k) of the Code.

(43)

The term “Plan Year” for the period prior to the close of business on December 30, 2005, shall mean each 12-month period beginning December 31 and terminating each subsequent December 30, for the period beginning on the close of business December 30, 2005 and ending December 31, 2005, a one-day period ending December 31, 2005, and for the period beginning January 1, 2006, each 12-calendar-month period beginning each January 1 and ending each subsequent December 31.

(44)

The term “Plans Administration Committee” shall mean the committee appointed by the Chief Executive Officer of the Company pursuant to the Plans Management Procedures to establish, amend, terminate, monitor and administer the benefit plans of the Affiliated Group pursuant to the provisions of the Plans Management Procedures.

(45)

The term “Plans Management Procedure” shall mean the procedures adopted by the Board of Directors of the Company to allocate and delegate fiduciary responsibilities with respect to the benefit plans of the Affiliated Group.

(46)

The term “Reemployment Date” shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

(47)

The term “Rollover Account” shall mean the Separate Account of a Member to which Rollover Contributions and Transferred Contributions are credited in accordance with the provisions of Section 3.4 or 3.5.

(48)

The term “Rollover Contribution” shall mean any contribution made to the Plan by a Member or Inactive Member in accordance with the provisions of Section 3.4 and described in Section 402(a)(5), 403(a)(4) or 408(d)(3)(A) of the Code.

(49)

The term “Separate Account” shall mean any of the accounts that are established and maintained in accordance with the provisions of Section 6.5 and that reflect the interest of the Basic Account, Supplemental Account, Matching Account, IAR Account, and Rollover Account of a Member in the Funds.

(50)

The term “Severance Date” shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise

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terminates employment with the Affiliated Group; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or an Affiliate during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or an Affiliate for maternity or paternity reasons. For purposes of this paragraph (50), an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement. Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment. In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee’s Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs: (i) his death, or (ii) the date on which he is last paid severance pay.

(51)

The term “Subsidiary” shall mean any corporation of which at least 51 percent of the outstanding stock is owned beneficially by the Company either directly or indirectly through another subsidiary.

(52)

The term “Supplemental Account” shall mean the Separate Account to which Supplemental Contributions were allocated and credited prior to December 31, 1999.

(53)

The term “Supplemental Contribution” shall mean any after-tax contribution made to the Plan by a Member to the Plan prior to December 31, 1999.

(54)

The term “Total and Permanent Disability” shall mean incapacity of a Member incurred while an employee of an Affiliate by reason of any medically demonstrated physical or mental condition which the Company finds, on the basis of qualified medical evidence, will permanently prevent such Member from being able, or would endanger his life if he continued, to engage in any employment with the Affiliated Group or in any other employment or occupation for remuneration or profit which might reasonably be considered within his capabilities, other than in such employment which is found to be for purposes of rehabilitation; excluding, however, incapacity resulting from (i) injury or disease incurred while in military service; (ii) chronic alcoholism or addiction to narcotics; (iii) engagement in a felonious act; or (iv) an intentionally self-inflicted injury or illness.

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(55)

The term “Transferred Contributions” shall mean any assets that are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.5.

(56)

The term “Trust” shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

(57)

The term “Trust Agreement” shall mean the agreement between the Company and the Trustee that establishes the Trust.

(58)

The term “Trustee” shall mean the trustee or trustees that are qualified and acting under the Trust Agreement at any time.

(59)

The term “Valuation Date” shall mean (i) each business day of each calendar month or (ii) any such other date as may be designated by the Plans Administration Committee and accepted by the Trustee which is determined to be in the best interests of Members.

(60)

The term “Vesting Service” shall mean the period of employment used in determining a Member’s vested interest in his Company Retirement Account in accordance with the provisions of Sections 7.6, 7.7, and 7.8.

1.2

Construction .

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

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ARTICLE II

ELIGIBILITY TO PARTICIPATE

2.1

Commencement of Participation .

Each Eligible Employee shall become a Member and participate in the Plan as of his Employment Commencement Date, or if later, the date on which the Employee is employed at a facility listed on Appendix D.

2.2

Changes in Employment Status .

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee, he shall continue as a Member until his participation is otherwise terminated in accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions only to the extent and on the basis of his Basic Contributions made and such Member shall share in Company Retirement Contributions only to the extent and on the basis of continued participation. If a Member ceases to be an Employee, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3

Election Form .

Each Member shall make an election in accordance with procedures established by the Local Administrative Committee with respect to his participation in the Plan that shall contain the following information:

(a)

his authorization for his Employer to reduce his Compensation in order to make Basic Contributions on his behalf pursuant to the provisions of Section 3.1; and

(b)

his election with respect to the investment of his Basic Contributions pursuant to the provisions of Section 5.2.

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ARTICLE III

CONTRIBUTIONS

3.1

Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to have Basic Contributions made in 1 percent increments on his behalf to the Plan by his Employer; provided, however, that such percentage shall not be less than 1 percent nor more than 100 percent and in no event shall such Basic Contributions under the Plan and all other qualified plans maintained by the Company or an Affiliate during a calendar year exceed the dollar limitation contained in Section 402(g) of the Code for such calendar year or any limits established by the Local Administrative Committee due to payroll system constraints. If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage he elects pursuant to the terms of the Compensation reduction authorization described in paragraph (a) of Section 2.3, or Section 4.5. Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan. Notwithstanding the foregoing provisions of this Section 3.1, Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees, as defined in Appendix A, may be limited by the Local Administrative Committee or the Plans to the extent necessary to ensure that the requirements of Section 401(k) of the Code are not exceeded. Beginning on or after January 1, 2002, all Participants who have attained age 50 before the close of their taxable year shall be eligible to make catch-up Basic Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up Basic Contributions shall not be taken into account for purposes of Plan provisions implementing the required limitations of Sections 402(g) and 415 of the Code. Furthermore, the Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Sections 401(k)(3), 401(k)(ll), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up Basic Contributions.

Company contributions generally may not be deemed as Basic Contributions if they are deposited to the Trust before the payroll date associated with services rendered or before the services have been performed. An exception to the foregoing timing rule on deposits to the Trust is available where the earlier deposit of Basic Contribution amounts is on account of bona fide administrative considerations (as more fully described in the Income Tax regulations), and the timing of such deposits is not made for the principal purpose of accelerating deductions.

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3.2

Supplemental Contributions .

Effective as of December 31, 1999, no additional Supplemental Contributions shall be made to the Plan.

3.3

Matching Contributions .

Each Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 100 percent of the Basic Contributions for such payroll period attributable to the first 6 percent of the Compensation of each Member. All Matching Contributions shall be made solely under the Cooper ESOP. Furthermore, the Employer shall cause to be paid on behalf of each Member an additional Matching Contribution following the close of the Plan Year equal to (a) minus (b), where (a) equals the lesser of (i) 100% of the Member’s Basic Contributions made for the Plan Year and (ii) 6% of the Member’s Compensation for the Plan Year and (b) equals the amount of Matching Contributions that have already been contributed for the Plan Year.

3.4

Rollover Contributions .

In accordance with procedures established by the Local Administrative Committee, a Member or Inactive Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets which constitute such Rollover Contribution at such time or times and in such manner and form as shall be specified by the Local Administrative Committee. Upon receipt by the Trustee, such assets shall be credited to a Rollover Account established on behalf of such Member or Inactive Member, as the case may be, and shall be deposited in the Funds (other than the Company Stock Fund) in accordance with an investment election of the Member or Inactive Member. Such election shall specify a combination of investment selections among such Funds, in 1 percent increments which, in the aggregate, equal 100 percent and shall be made in such form, time, and manner as shall be specified by the Local Administrative Committee. A Rollover Contribution by a Member or Inactive Member pursuant to this Section 3.4 shall not be deemed to be a contribution of such Member or Inactive Member for any purpose of the Plan and shall be fully vested in the Member or Inactive Member at all times.

3.5

Transferred Contributions .

Except as provided in Section 3.7, the Company may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as “Transferred Contributions”) of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a “transferor plan”) in which such Members previously participated; provided, however, that such transfer shall be made in such form, time, and manner as shall be specified by the Local Administrative Committee. The Trustee shall credit the Rollover Account of any Member on whose behalf such funds were transferred with such funds and shall deposit such funds in the Funds (other than the Company Stock Fund) in

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accordance with an investment election of such Member. Such election shall specify a combination of investment selections among such Funds, in 1 percent increments, which, in the aggregate, equal 100 percent, and shall be made in such form, time and manner as shall be specified by the Local Administrative Committee. Any assets held by the Trustee, the investment of which is not directed by a Member, shall be invested as directed by the Plans Administration Committee. Any portion of a Rollover Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

3.6

Company Retirement Contributions .

Each Employer shall cause to be paid to the Trustee as its Company Retirement Contribution for each payroll period an amount which equals 3 percent of each Member’s Compensation minus any forfeitures under Section 7.4. Furthermore, the Employers may make a supplemental Company Retirement Contribution with respect to IAR Members of a Participating Unit in an amount set forth in the IAR Addendum applicable to such Participating Unit.

3.7

Transfers From Other Company Plans .

Any Member who transfers to employment covered by the Plan from employment with the Affiliated Group that had been covered under a volume submitter qualified defined contribution plan pursuant to a collective bargaining agreement (an “IAR Plan”), shall have his account under such IAR Plan transferred to the Plan and maintained thereafter as a subaccount of the Member’s IAR Account, subject to all rules and procedures relating to IAR Accounts under the Plan.

3.8

Transfers To Other Company Plans .

Any Member who transfers to employment with the Affiliated Group that is covered under a volume submitter qualified defined contribution plan pursuant to a collective bargaining agreement (an “IAR Plan”), may elect to have his account under this Plan transferred to the IAR Plan and maintained thereafter as a subaccount of the Member’s Account, subject to all rules and procedures relating to the Accounts under the IAR Plan provided that:

(a)

The entire account under this Plan is transferred to the IAR Plan, and

(b)

The entire account under this Plan is, immediately prior to such transfer to the IAR Plan, invested in Funds other than employer securities.

3.9

Effect of Plan Termination or Withdrawal .

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the

- 20 -

Employers or such Employer, respectively, to make further Matching Contributions and Company Retirement Contributions hereunder.

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ARTICLE IV

ADMINISTRATION OF CONTRIBUTIONS

4.1

Delivery of Contributions .

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Company Retirement, and Rollover Contributions made in accordance with the provisions of Article III pursuant to procedures established by the Local Administrative Committee; provided, however, that Basic Contributions shall be delivered no later than the 15th business day of the month following the month in which such contributions would otherwise have been payable to the Member in cash.

4.2

Allocation of Basic Contributions .

Subject to the provisions of Appendix A, the Basic Contributions made on behalf of a Member for each payroll period shall be allocated and credited to the Basic Account of such Member.

4.3

Allocation of Matching Contributions .

Subject to the provisions of Appendix A, the Matching Contribution of the Employer for any payroll period shall be allocated among Members who had Basic Contributions made on their behalf during such time period. Each such Member’s allocated share of the Matching Contribution of the Employers for such payroll period shall be equal to 100 percent of the Basic Contributions made on his behalf attributable to the first 6 percent of the Compensation of each Member, and shall be credited to his Matching Account. In addition, the portion of any additional Matching Contribution made following a Plan Year for such Plan Year shall be allocated to each of the Members’ Matching Accounts with respect to which it was made.

4.4

Allocation of Company Retirement Contributions .

The Company Retirement Contributions of an Employer for any pay period shall be allocated among Members who earned Compensation during such time period. Each such Member’s allocated share of the Company Retirement Contributions of his Employer for such pay period shall be equal to 3 percent of each Member’s Compensation.

4.5

Changes in Reduction and Deduction Authorizations .

Effective as of any payroll period, any Member may suspend his Basic Contributions or change the percentage of his Compensation which is contributed as Basic Contributions by amending his Compensation reduction authorization in the form, time, and manner specified by the Local Administrative Committee. Notwithstanding the foregoing, any Member who changes the percentage of his contributions may only select a percentage of

- 22 -

his Compensation which does not exceed the applicable limitations set forth in Section 3.1.

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ARTICLE V

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1

Deposit of Contributions .

Any Matching Contributions which are to be credited to a Member’s Matching Account shall be deposited by the Trustee in the Company Stock Fund. Any Company Retirement Contributions which are to be credited to the Company Retirement Account and any Basic Contributions which are to be credited to the Basic Account of a Member, shall be deposited in the Funds (other than the Company Stock Fund) elected by such Member pursuant to the provisions of Sections 5.2, 5.3, and 5.4.

5.2

Investment Elections for Future Basic Contributions .

Each Member shall make an investment election directing the manner in which his future Basic Contributions that are credited to his Account shall be invested under the Plan. The investment election of a Member shall specify a combination, in 1 percent increments, which in the aggregate equals 100 percent, indicating which Fund or Funds his Basic Contributions are to be invested and may direct a change in his investment election on any Valuation Date. Company Retirement Contributions shall be invested according to the investment elections specified for Basic Contributions. Any assets held by the Trustee, the investment of which is not directed by a Member, shall be invested as directed by the Plans Administration Committee.

5.3

Reallocations and Transfers of Past Basic, Supplemental and Rollover Contributions .

On any Valuation Date, each Member or Inactive Member may elect to have a portion or all of the balance of his past Basic, Supplemental, Company Retirement, or Rollover Account reallocated or transferred from the Fund in which it is invested to one or more of the other Funds (other than the Company Stock Fund or any other Fund composed of securities derived from Company Stock). Any such reallocation shall be made, in one percent increments or in whole dollar amounts, of the balance of such Member’s Basic, Supplemental, Company Retirement, and Rollover Accounts, as of the immediately preceding Valuation Date in the form, time, and manner prescribed by the Plans Administration Committee; provided, however, that any reallocation during extreme market conditions may be restricted pursuant to procedures established by the Plans Administration Committee.

5.4

Election to Reallocate Matching Contributions .

Any Member or Inactive Member may elect on any Valuation Date to have a portion (in one percent increments or in whole dollar amounts) of the balance of his Matching Account that is invested in the Company Stock Fund reallocated from the Company Stock Fund to one or more of the other Funds. Such election shall be made in such form, time,

- 24 -

and manner as may be prescribed by the Local Administrative Committee from time to time; provided, however, that any such reallocation during extreme market conditions may be restricted pursuant to procedures established by the Local Administrative Committee.

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ARTICLE VI

ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1

Establishment of Funds .

The Company shall cause at least three Funds to be established and maintained at all times. With the exception of the Company Stock Fund, each such Fund will be diversified and have different risk and return characteristics from the other Funds. The Company Stock Fund and any Fund which has restrictions regarding the Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.

6.2

Company Stock Fund .

Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested primarily in Company Stock. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as required under ERISA and the Code. The Company Stock Fund may, from time to time, be invested in a short-term investment fund managed by the Trustee.

6.3

Income on Trust Funds .

Any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.4

Separate Accounts .

Each Member shall have Separate Accounts established and maintained in his name which shall be dependent upon the Funds in which the assets of his Basic, Supplemental, Matching, Company Retirement or IAR, and Rollover Accounts are invested pursuant to the provisions of the Plan.

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ARTICLE VII

VESTING

7.1

Vesting in Matching Contributions .

A Member shall be 100 percent vested in the balance of his Matching Account to which his Matching Contributions are credited.

7.2

Vesting in Basic, Supplemental, Rollover, and Transferred Contributions .

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Rollover Accounts to which his Basic, Supplemental, Rollover, and Transferred Contributions are credited.

7.3

Vesting in Company Retirement Contributions .

Except as specified otherwise in an applicable Addendum, a Member shall be vested in the balance of his Company Retirement Account in accordance with the following schedule:


Years of Vesting Service	Vested Percentage
Less than 2 years		0	%
2 years but less than 3 years		25	%
3 years but less than 4 years		50	%
4 years but less than 5 years		75	%
5 or more years		100	%

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed, a Member shall be 100% vested in the balance of his Company Retirement Account:

(i)

attainment of Normal Retirement Age;

(ii)

death; or

(iii)

Total and Permanent Disability.

7.4

Forfeitures .

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receives, or is deemed to have received, a distribution that is less than the value of his Account, and such Member subsequently resumes employment with the Affiliated Group prior to the date he incurs five consecutive one-year Breaks in Service, he shall have the right to repay to the Plan the full amount of the distribution. Upon repayment, the Member’s Account shall be restored to the value thereof at the time the distribution was made. The account may be further increased by the Plan’s income and investment gains and/or losses on the undistributed amount from the date of the distribution to the date of repayment. Restoration of the Company Retirement Account shall include restoration of all protected benefits under Section 411(d)(6) of the Code with respect to such restored benefit in accordance with regulations issued by the Secretary of Treasury. Such restoration shall be made from special contributions of the Company which shall not constitute an annual addition for purposes of Section 415 of the Code. In the event a Member terminates employment with a vested interest in his Company Retirement Account of less than 100% and does not subsequently resume employment with the Affiliated Group prior to incurring five consecutive one-year Breaks in Service, the portion of his Company Retirement Account in excess of his vested interest shall be forfeited as of the end of the Plan Year in which the last of such five consecutive one-year Breaks in Service occurs and such vested interest in the Company Retirement Account attributable to service prior to such five one-year Breaks in Service shall not be increased as a result of any subsequent employment with the Affiliated Group. Forfeitures under this Section 7.4 shall be applied to reduce future Company Retirement Contributions pursuant to the provisions of Section 3.6.

7.5

Election of Former Vesting Schedule .

In the event the Company adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s nonforfeitable interest in his Company Retirement Account or his Matching Account, any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment. A Member shall exercise such right by giving written notice of his exercise thereof to the Company within 60 days after the latest of (i) through the later of the effective date the Plan amendment is adopted, or, (ii) if greater, that required by Treas. Reg. 1.41l(d)-3(a)(3), effective August 9, 2006. Notwithstanding the foregoing provisions of this Section 7.5, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or date the Plan amendment is adopted.

7.6

Vesting Service .

Subject to the provisions of Sections 7.7 and 7.8, each Member shall be credited with one year of Vesting Service for each Plan Year in which he completes at least 1,000 Hours of Service.

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7.7

Transfers .

Notwithstanding the other provisions of this Article VII, years of Vesting Service credited under the Plan shall be subject to the following:

(a)

Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with Employer in a capacity other than as an Eligible Employee or (ii) with an Affiliate, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee.

(b)

Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with an Affiliate, shall be deemed by such transfer not to lose his credited years of Vesting Service and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of the Affiliated Group; provided, however, that up to such time he shall receive credit for years of Vesting Service for such transferred employment as if it were employment with an Employer as an Eligible Employee.

7.8

Reinstatement of Years of Vesting Service .

A retired or former Member who returns to employment with the Company or an Affiliate shall be reinstated with the Years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment.

7.9

Finality of Determinations .

All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made by the Company on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan. Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or an Affiliate.

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ARTICLE VIII

WITHDRAWALS WHILE EMPLOYED

8.1

Withdrawals Prior to Age 59-1/2 .

Any Member or Inactive Member who is receiving compensation from an Affiliate and who has not attained age 59-1/2, may file a written request with the Company in the form and within the time period prescribed by the Local Administrative Committee for a withdrawal of an amount credited to his Separate Accounts attributable to Rollover Contributions and Supplemental Contributions. In addition, subject to the provisions set forth below in this Section, a Member or Inactive Member who is receiving compensation from an Affiliate and who has not attained age 59-1/2, may file a written request with the Company in the form and within the time period prescribed by the Local Administrative Committee for a withdrawal of an amount credited to his Separate Account attributable to Basic Contributions and catch-up Basic Contributions. Such withdrawal shall be permitted only if: (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which cannot be met from other sources including, but not limited to, sources outside the Plan and all other accounts and available loans under the Plan and which meet the requirements of Section 401(k) of the Code and regulations thereunder relating to hardship withdrawals, and (ii) would not exceed the lesser of the balance of such Separate Account or the amount required to meet the need for which the withdrawal is requested. If the Local Administrative Committee approves such request, such withdrawal shall be made from a Member’s Separate Account in accordance with procedures established by the Local Administrative Committee and the following requirements:

(a)

No such withdrawal shall exceed an amount equal to the portion of his Separate Account attributable to Basic Contributions and catch-up Basic Contributions.

(b)

Such a withdrawal shall be made only for one of the following reasons:

(i)

the payment of expenses incurred or necessary for medical care, described in Section 213(d) of the Code, of the Member or the Member’s spouse or dependents;

(ii)

the purchase (excluding mortgage payments) of a principal residence for the Member;

(iii)

the payment of tuition and related educational fees for the next 12 months of post-secondary education for the Member or the Member’s spouse, children or dependents;

(iv)

to prevent eviction of the Member from, or a foreclosure on the mortgage of, the Member’s principal residence;

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For Plan Years beginning after December 31, 2005,

(v)

payment of funeral expenses for the Member’s deceased parents, spouse, children, or dependents or

(vi)

the expenses for the repair of damage to a Member’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (without regard to whether the loss exceeds 10 percent of the Member’s adjusted gross income).

In the event that a Member withdraws any portion of his Separate Account attributable to Basic Contributions or catch-up Basic Contributions under circumstances that satisfy the hardship withdrawal requirement of Section 401(k) of the Code, he shall not be permitted to have Basic Contributions or catch-up Basic Contributions made on his behalf under any qualified employer-sponsored plan or any non-qualified employer-sponsored plan for six months from the date of such hardship withdrawal.

8.2

Special Rules for Hurricane-Related Hardship Distributions .

The following provisions shall apply to distributions on account of financial hardship granted by Plan sponsors to qualified Members whose principal residence was in a federally proclaimed disaster area affected by Hurricane Katrina, Hurricane Rita or Hurricane Wilma, and as a result of any or all of such hurricanes, incurred an economic loss (a “Qualified Hurricane-related Distribution”). For purposes of these provisions, such rules will apply to Qualified Hurricane-related Distributions that took place at any time on or after August 25, 2005 and before January 1, 2007, with respect to Hurricane Katrina, at any time on or after September 23, 2005 and before January 1, 2007, with respect to Hurricane Rita, and at any time on or after October 23, 2005 and before January 1, 2007, with respect to Hurricane Wilma.

(a)

Such Qualified Hurricane-related Distribution(s) on account of financial hardship from the Plan, when combined with all distributions obtained from all qualified plans maintained by the Company or any other member of the Company’s controlled group, shall not exceed $100,000. Further, the aggregate amount of Qualified Hurricane-related Distribution(s) received by a Member for any taxable year shall not exceed the excess of $100,000, over the aggregate amounts treated as Qualified Hurricane-related Distributions received by the Member for all previous taxable years.

(b)

Repayment Rights. A Member-recipient of a Qualified Hurricane-related Distribution shall have the right at any time during a three-year period commencing as of the day after the date that the Qualified Hurricane-related Distribution is received, to make a repayment or repayments of said distribution to the Plan (or another Eligible Retirement Plan) in an amount not exceeding the principal amount of the Qualified Hurricane-related Distribution. Further, a

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Member-recipient of a Qualified Hurricane-related Distribution for the purchase of a principal residence may make a repayment or repayments of said distribution to the Plan (or another Eligible Retirement Plan) in an amount not exceeding the principal amount of the Qualified Hurricane-related Distribution if said repayment occurred during the period commencing on August 25, 2005 and ending February 28, 2006 with respect to a Hurricane Katrina-related distribution, during a period commencing on September 23, 2005 and ending February 28, 2006 with respect to a Hurricane Rita-related distribution, or during a period commencing on October 23, 2005 and ending February 28, 2006 with respect to a Hurricane Wilma-related distribution.

(c)

A Qualified Hurricane-related Distribution shall not be subject to the tax treatment that applies to an Eligible Rollover Distribution and shall be deemed to not violate the prohibitions on early distribution that apply to elective contributions made to Code Section 401(k) plans, Code Section 403(b) arrangements and eligible Code Section 457 plans.

(d)

Additionally, the Plan provided for special hurricane-related distributions to Members who lived or worked in the Hurricane Katrina disaster area that qualified for individual relief from the Federal Emergency Management Agency. This special distribution was made available to Members residing outside the disaster area if they had a child, parent, grandparent or other dependent that lived or worked in the disaster area. In order to qualify for the special relief provided herein, the distribution had to be made by March 31, 2006. The six-month suspension on further deferrals was not applicable. Members who received a distribution under this paragraph, who themselves were not the victims of Hurricane Katrina, could not take advantage of the special repayment rules provided at (b) immediately above. The increase in the withdrawal limit to $100,000 as specified in (a) above also did not apply to these withdrawals.

8.3

Withdrawals After Age 59-1/2 .

Subject to the provisions of this Section 8.3, a Member or an Inactive Member who has attained at least age 59-1/2, may file a written request with the Company in the form and within the time period prescribed by the Local Administrative Committee for a withdrawal of an amount credited to his Separate Accounts. Such withdrawal shall be made from a Member’s Separate Accounts in accordance with procedures established by the Local Administrative Committee.

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8.4

Form of Withdrawals .

Withdrawals made from Matching Accounts invested in the Company Stock Fund shall be in the form of Company Stock upon request of the Member or a Beneficiary and then only if such in-kind withdrawal would be in an amount of at least 100 whole shares and if the Member has become an Inactive Member. Any partial shares shall be made in cash. All other withdrawals made from Separate Accounts invested in the Funds shall be in the form of cash.

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ARTICLE IX

LOANS

9.1

Approval and Nature of Loan .

Any Member or Inactive Member, who is receiving compensation (other than severance pay) from the Affiliated Group, and who has not received a loan from the Plan for at least one month, may make application for a loan from his Separate Accounts pursuant to the provisions of this Article IX and the terms of a written loan policy document which is hereby incorporated by reference and made a part of the Plan. The loan policy document may be amended from time to time without the necessity of amending this paragraph and shall be subject to the rules set forth in this Article IX to the extent such rules are not inconsistent with such loan policy document

9.2

Terms and Conditions .

The Local Administrative Committee shall prescribe the terms and conditions of any loan made pursuant to this Article IX, but in any event the following terms and conditions shall be applicable with respect to any loan made from the Plan:

(a)

The interest rate shall be reasonable.

(b)

The term shall be no greater than five years for a general loan and ten years for a home loan.

(c)

No loan shall exceed the lesser of $50,000 (reduced by the amount, if any, of the Member’s highest outstanding loan balance in the immediately preceding 12 months) or 50 percent of the vested balance of the Member’s Separate Accounts.

(d)

A Member or Inactive Member may only have two loans outstanding at any time.

(e)

Any loan and related administrative fee shall be charged to the Separate Accounts of the Member or Inactive Member in the manner as may be specified by the Local Administrative Committee.

9.3

Repayment of a Loan .

Subject to the provisions of Section 414(u) of the Code and Treasury Regulations under Section 72(p) of the Code, any loan made to a Member or Inactive Member under the Plan shall be repaid, with interest, in accordance with its terms. The Company shall credit each payment of interest or repayment of principal with respect to a loan and allocate such monies to the Separate Accounts of such Member or Inactive Member in accordance with procedures specified by the Local Administrative Committee. In the

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event a Member or Inactive Member with respect to whom a loan is outstanding terminates employment with the Affiliated Group and applies to receive a distribution from the Plan pursuant to Article X, the entire balance of such loan, together with accrued interest, shall automatically become due and payable. In any such event, if such balance and interest thereon is not then paid, the Separate Accounts of such Member or Inactive Member shall be charged with the amount of such outstanding balance and interest pursuant to procedures that may be established by the Local Administrative Committee from time to time. Such charging of the Separate Accounts of a Member or Inactive Member, in repayment or partial repayment of a loan, shall be deemed to be an advance distribution to such a Member.

9.4

Special Rules for the Application of the Provisions of the Katrina Emergency Tax Relief Act of 2005 (KETRA) and the Gulf Opportunity Zone Act of 2005 (GOZA).

The following provisions shall apply to participant loans made to qualified Members whose principal residence was in a federally proclaimed disaster area affected by Hurricane Katrina, Hurricane Rita or Hurricane Wilma, and as a result of any or all of such hurricanes incurred an economic loss. For purposes of these provisions, such rules will apply to participant loans that are granted at any time on or after August 25, 2005 and before December 31, 2006, with respect to Hurricane Katrina, at any time on or after December 21, 2005 and before December 31, 2006, with respect to Hurricane Rita, and at any time on or after December 21, 2005 and before December 31, 2006, with respect to Hurricane Wilma.

(a)

For participant loans made to Members eligible for KETRA or GOZA relief during the foregoing periods, the maximum permissible dollar limit for participant loans is increased from $50,000 to $100,000.

(b)

In calculating the maximum available loan amount available for a Member eligible for KETRA or GOZA relief, the entire present value of the Member’s vested Separate Account balance under the Plan shall be used.

(c)

In the event a Member who is eligible for relief under KETRA or GOZA had an outstanding participant loan as of August 25, 2005 with respect to Hurricane Katrina, September 23, 2005 with respect to Hurricane Rita, or October 23, 2005 with respect to Hurricane Wilma, and the current maturity date of such participant loan is on or before December 31, 2006, the applicable maturity date of such participant loan shall be extended for one (1) year. Repayment amounts of such affected participant loans shall be adjusted to take into account the extension and additional interest accruing during such extension. For purposes of this relief, the extension period shall be disregarded in determining the five-year period under Code Section 72.

(d)

Additionally, the Plan provided for special hurricane-related loans to Members who lived or worked in the Hurricane Katrina disaster area that

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qualified for individual relief from the Federal Emergency Management Agency. These special loans were also available to Members residing outside the disaster area if they had a child, parent, grandparent or other dependent that lived or worked in the disaster area. These loans are subject to and must satisfy the requirements of Code Section 72(p). The increase in the loan limit to $100,000 as specified in (a) above does not apply to these loans.

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ARTICLE X

DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1

Eligibility for Distribution .

Upon termination of employment with the Affiliated Group, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover Accounts and the vested interest of his Company Retirement Account in accordance with the provisions of Sections 10.2 and 10.3.

10.2

Distribution of Separate Accounts .

Any Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1, shall have such vested interest distributed to him in a single sum cash payment; provided, however, that on and after November 1, 2003, a Member may elect to receive partial distribution of his Separate Account pursuant to procedures adopted by the Local Administrative Committee and/or may elect to receive distribution of his Separate Accounts pursuant to the provisions of Sections 10.3 and 10.7. Notwithstanding the foregoing or any other provision of the Plan, if the value of the vested interest of the Separate Accounts of a Member does not exceed $1,000, distribution thereof shall be made to such Member as soon as practicable. In the event that the value of such vested interest is in excess of $1,000, no distribution thereof may be made to a Member prior to Normal Retirement Age, unless such Member consents in writing to such distribution not more than 90 days prior thereto.

10.3

Installment Payment Option .

In accordance with procedures established by the Local Administrative Committee, any Member may elect to receive the vested interest of his Separate Account, in approximately equal annual installments, over a 9-year, 15-year, 20-year or 25-year period; provided, however, that any such period may not exceed the life expectancy of the Member and his Beneficiary as determined under Section 10.4. In the event that the Member dies prior to distribution of his Separate Account, the remaining balance of such Separate Account shall be paid in a lump sum to his Beneficiary pursuant to the provisions of Article XI.

10.4

Required Minimum Distributions .

For the provisions of the Plan on Required Minimum Distributions, see appendix G to the Plan. Certain other references to the Code Section 401(a)(9) rules appear within the main body of the Plan.

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10.5

Restriction on Alienation .

Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process. No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

10.6

Payments to Incompetents or Minors .

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Local Administrative Committee, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Company. Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

10.7

Annuities .

In accordance with procedures established by the Local Administrative Committee, any IAR Member who wishes to receive distribution of the vested interest in his Separate Account in the form of an annuity under the Cooper Industries, Inc. Retirement Income Annuity Plan (the “Cooper Annuity Plan”) may elect to transfer the amount of such benefit to the Cooper Annuity Plan to be held and distributed in accordance with the terms thereof. Any other Member who has elected to have his benefit under the Salaried Employees’ Retirement Plan of Cooper Industries, Inc. (the “Salaried Plan”) distributed in any annuity form may elect to have his Separate Account transferred to the Salaried Plan as of the date benefits are payable thereunder to be held and distributed in accordance with the terms thereof.

10.8

Eligible Rollover Distributions .

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with respect to an Eligible Rollover Distribution to an Eligible Retirement Plan. Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Participant is issued such notice; provided that the Participant or beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing. For purposes of this Section 10.8, the term “Eligible Retirement Plan” shall mean: (a) any individual retirement account described in Section 408(a) of the Code; (b) any individual retirement annuity described in Section 408(b) of the Code; (c) any trust that meets the requirements of Section 401(a) of the Code; (d) any annuity plan described in Section 403(a) of the Code; (e) an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (“governmental 457 plan”) and that separately accounts for amounts rolled into such plan from eligible retirement plans not described in said Section 457(b); and (f) an annuity contract described in Section 403(b) of the Code. In addition, the term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member or beneficiary or the joint lives of the Member and a designated beneficiary; (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includible in gross income (determined without regard to any exclusion of not unrealized appreciation with respect to Employer securities); or (iv) any distribution which is made upon hardship of a Member.

A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code or, effective January 1, 2007, an annuity contract described in Section 403(b) of the Code, that agrees to separately account for amounts so transferred (with any earnings thereon) including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

10.9

Direct Transfer by Non-Spouse Beneficiary .

Effective March 31, 2007, a non-spouse beneficiary of a Member’s death benefits may authorize a direct transfer to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b), that is established on behalf of such designated beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section 401(c)(l1). Also, in this case, the determination of any required minimum distribution under Section 401(a)(9) of the

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Code that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&As l7 and 18.

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ARTICLE XI

BENEFICIARIES AND DEATH BENEFITS

11.1

Designation of Beneficiary .

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2

Beneficiary in the Absence of Designated Beneficiary .

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member. If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3

Spousal Consent to Beneficiary Designation .

In the event a Member or Inactive Member is married, any Beneficiary designation, other than a designation of his spouse as Beneficiary, shall be effective only if his spouse consents in writing thereto and such consent acknowledges the effect of such action and is witnessed by a notary public or a Plan representative, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Treas. Reg. Section 1.401(a) – 20, Q&A – 27.

11.4

Death Benefits .

In the event of the death of a Member prior to distribution in full of his Separate Account under the Plan, the Beneficiary of such Member shall receive, subject to the provisions of Section 10.4, distribution of such Member’s remaining Account balance in a single sum at the election of the Beneficiary. Notwithstanding any other provision to the contrary, if the entire amount payable to a Beneficiary does not exceed $5,000.00 or such higher amount permitted under Section 41l(a)(l1) of the Code (without regard to any amount attributable to Rollover Contributions and earnings allocable thereto), such amount shall be paid in a single sum to such Beneficiary as soon as practicable after the Member’s death.

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ARTICLE XII

PLAN ADMINISTRATION

12.1

Plan Administrator .

For purposes of ERISA, the Company shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2

Plans Management Procedure; Named Fiduciaries .

The Board of Directors of the Company has adopted Plans Management Procedure to govern the management and administration of all employee benefit plans and related funding vehicles of the Company and its Affiliates. Pursuant to the Plans Management Procedure, certain committees, including the Plans Administration Committee and Local Administrative Committee which shall be named fiduciaries have been established and are maintained to manage such plans and funding vehicles. The Plan shall be administered in accordance with the provisions of the Plans Management Procedure as it exists from time to time.

12.3

Benefit Application; Claims Review .

A Member, Inactive Member or Beneficiary, as the case may be, who is eligible for a distribution or withdrawal under the Plan, may submit an application therefor to the Local Administrative Committee requesting such distribution or withdrawal. The Local Administrative Committee shall accept, reject or modify such request and shall notify the requesting party in writing, setting forth the response of the Local Administrative Committee and, in the case of a denial or modification, the Local Administrative Committee shall:

(a)

state the specific reason or reasons for the denial or modification;

(b)

provide specific reference to pertinent Plan provisions on which the denial or modification is based;

(c)

provide a description of any additional material or information necessary for the requesting party to perfect the claim and an explanation of why such material or information is necessary; and

(d)

explain the Plan’s claim review procedures as contained herein.

In the event the request is denied or modified, if the requesting party desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Plans Administration Committee of the initial decision of the Local Administrative Committee.

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As soon as practicable, and in no event later than 120 days following such request for review, the Plans Administration Committee shall, after providing a full and fair hearing, render its final decision in writing to the requesting party stating specific reasons for such decision.

12.4

Compensation, Bonding and Expenses of Committee Members .

No members of any committee shall receive compensation with respect to their services for such committee. To the extent required by ERISA or other applicable law, or required by the Company, members of each such committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by each such committee incident to the administration, termination or protection of the Plan and Trust, including the cost of furnishing any bond or security, shall be paid by the Trustee from the Trust Fund unless the Company, in its discretion, elects to pay such expenses.

12.5

Company to Supply Information .

The Company shall supply to any committee established pursuant to the Plans Management Procedure such full and timely information as each such committee may require in order to properly fulfill its duties. When making a determination in connection with the Plan, each such committee shall be entitled to rely upon the aforesaid information furnished by the Company.

12.6

Qualified Domestic Relations Orders .

Reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders under the Plan shall be established. Such procedures shall be in writing and comply with the provisions of Section 414(p) of the Code and regulations issued thereunder. Notwithstanding any other provision of the Plan to the contrary, the benefit of an alternate payee under the Plan pursuant to a domestic relations order which has been determined by the Plan Administrator to be a qualified domestic relations order in accordance with Section 414 (p) of the Code, shall be payable in a single lump sum as soon as practicable following such determination.

12.7

Finality of Determination .

The Company shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, or Company Retirement Contributions and any adjustment thereto to comply with the terms of the Cooper Retirement Savings Plan or the Code. A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

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12.8

Promulgating Notices and Procedures .

The Employer and Plan Administration Committee are given the power and responsibility to promulgate certain written notices, policies and/or procedures under the terms of the Plan and disseminate same to Members, Inactive Members, and Beneficiaries, and the Plan Administration Committee may satisfy such responsibility by the preparation of any such notice, policy and/or procedure in a written form which can be published and communicated to such individuals in one or more of the following ways:

(a)

by distribution in hard copy;

(b)

through distribution of a summary plan description or summary of material modifications thereto which sets forth the policy or procedure with respect to a right, benefit or feature offered under the Plan;

(c)

by e-mail, either to the recipient’s personal e-mail address or his or her Employer-maintained e-mail address; and

(d)

by publication on a web-site accessible by the individual, provided the individual is notified of the web-site publication.

Any notice, policy and/or procedure provided through an electronic medium will only be valid if the electronic medium which is used is reasonably designed to provide the notice, policy and/or procedure in a manner no less understandable to the individual recipient than a written document, and under such medium, at the time the notice, policy and/or procedure is provided, the individual recipient may request and receive the notice, policy and/or procedure on a written paper document at no charge.

Any “applicable notice” (as defined in Treas. Reg. 1.401(a) – 21(e)(1)) provided to Members, Inactive Members, and/or Beneficiaries through an electronic medium must also meet the following requirements:

(a)

the electronic system must be designed to alert such individuals, at the time an applicable notice is provided, to the significance of the information in the notice (including identification of the subject matter of the notice) and provide any instructions needed to access the notice, in a manner that is readily understandable; and

(b)

the electronic record of any applicable notice must be maintained in a form that is capable of being retained and accurately reproduced for later reference.

The electronic medium used to provide an applicable notice must be a medium that the recipient has the effective ability to access. In addition, at the time the applicable notice is provided the recipient must be advised that he or she may request or receive the applicable notice on a written paper document at no charge, and, upon request, the applicable notice must be provided to the recipient at no charge.

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12.9

Use of Electronic Media for “Participant Elections.”

A Participant Election (as defined in Treas. Reg. 1.401(a) – 21(e)(6)) may be made using an electronic medium, and will be treated as being provided in writing or in written form, only if the following requirements are satisfied:

(a)

Effective ability to access. The electronic medium under an electronic system used to make a Participant Election must be a medium that the person who is eligible to make the election is effectively able to access.

(b)

Authentication. The electronic system used in making Participant Elections is reasonably designed to preclude any person other than the appropriate individual from making the election.

(c)

Opportunity to review. The electronic system used in making Participant Elections provides the person making the Participant Election with a reasonable opportunity to review, confirm, modify, or rescind the terms of the election before the election becomes effective.

(d)

Confirmation of action. The person making the Participant Election receives, within a reasonable time, a confirmation of the effect of the election under the terms of the plan or arrangement through either a written paper document or an electronic medium under a system that satisfies the requirements of either paragraph (b) or (c) of Treas. Reg. 1.401(a) – 21.

In the case of a Participant Election which is required to be witnessed by a Plan representative or a notary public, the signature of the individual making the Participant Election must be witnessed in the physical presence of a Plan representative or a notary public.

An electronic notarization acknowledging a signature (in accordance with section 101(g) of E-SIGN and State law applicable to notary publics) may be permitted by the Plan if the signature of the individual is witnessed in the physical presence of a notary public.

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ARTICLE XIII

COOPER ESOP

13.1

Allocations of Matching Contributions .

Matching Contributions allocated and credited to Members’ Company Stock Fund Accounts pursuant to Section 3.3and Section 4.3 in the form of Company Stock shall be valued for such allocation purposes on the basis of the opening price of such Company Stock on the New York Stock Exchange with respect to the day on which the Matching Contributions are made.

13.2

Voting of Company Stock .

Each Member or Beneficiary who has shares of Company Stock allocated to a Company Stock Fund Account shall be a named fiduciary with respect to the voting of Company Stock held under the Plan and shall have the following powers and responsibilities:

(a)

Prior to each annual or special meeting of the shareholders of the Company, the Company shall cause to be sent to each Member and Beneficiary who has Company Stock allocated to his Company Stock Fund Account under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock. Uninstructed shares of Company Stock shall be voted in proportion to the total number of shares of Company Stock in the Plan for which instructions are received. Upon receipt of such a Member’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Company Stock as so instructed.

(b)

The Company shall cause the Trustee to furnish to each Member and Beneficiary who has Company Stock allocated to his Company Stock Fund Account under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges of, Company Stock made to the Trustee and a request for instructions as to the tendering or exchanging of Company Stock which is allocated to his Company Stock Fund Account. Each Member and Beneficiary who does not furnish the Trustee with any instructions regarding the Company Stock allocated to his Company Stock Fund Account shall be deemed to have decided not to participate in any such tender or exchange offer. The Trustee shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Trustee. Within the time specified by the Trustee, the Trustee shall tender or exchange such Company Stock as to which the Trustee has received instructions to tender or exchange from Members and Beneficiaries.

- 46 -

(c)

Instructions received from Members and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

13.3

Dividends on Company Stock .

Cash dividends received with respect to the shares of Company Stock shall be reinvested in shares of Company Stock in the Cooper Company Stock Fund provided that any such reinvestment of such cash dividends meets the requirements of Section 404 (k) of the Code.

13.4

Restrictions on Company Stock .

No Company Stock shall be subject to a put, call, or other option, or any buy-sell arrangement while held by and when distributed from the Cooper Company Stock Fund.

- 47 -

ARTICLE XIV

AMENDMENT AND TERMINATION

14.1

Amendment .

Subject to the provisions of Section 14.2, the Company may at any time and from time to time, amend the Plan.

14.2

Limitation of Amendment .

The Company shall make no amendment to the Plan which will result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust. Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

Effective August 10, 2006, no amendment to the Plan may be adopted if it decreases the account balance of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan, or otherwise places greater restrictions or conditions on their rights to Code Section 411(d)(6) protected benefits, even if the amendment would merely add a restriction or condition that is permitted under the vesting rules in Code Section 411(a)(3) through (11).

14.3

Termination .

The Company reserves the right, by action of the Plans Administration Committee, to terminate the Plan as to all Employers at any time. The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers. In the event of the termination of the Plan, written notice thereof shall be given to all Members, Inactive Members and Beneficiaries having an interest under the Plan, and to the Trustee. Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members, Inactive Members and Beneficiaries:

(a)

As of the termination date, the Trustee shall value the Funds hereunder and the Company shall adjust all accounts accordingly. The termination date shall become a Valuation Date. In determining the net worth of the Funds hereunder, the Trustee shall include as a liability such amounts as in its judgment shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the Trust property, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

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(b)

The Trustee, upon instructions from the Company, shall then segregate and distribute an amount equal to the entire interest of each Member, Inactive Member, and Beneficiary in the Funds to or for the benefit of each Member, Inactive Member, or Beneficiary in accordance with the provisions of Sections 10.2 and 10.3.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or complete discontinuance of contributions, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable. In addition, amounts attributable to a Member’s Basic Contribution may not be distributed earlier than the termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employee stock ownership plan) or any other distributable event described in Sections 8.1 and 10.3 of the Plan.

14.4

Withdrawal of an Employer .

An Employer other than the Company may, by action of its Board of Directors, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Subsidiary.

14.5

Corporate Reorganization .

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

14.6

Merger of Certain Frozen Plans .

As of the applicable effective date set forth below, any frozen tax-qualified plan (hereinafter referred to as a “Merged Plan”) which is maintained by the Company and which is listed below shall be merged into, and become part of, the Plan. The Trustee shall deposit all Merged Plan funds received by it in the Fund; shall establish a Separate Account in the name of each former participant of a Merged Plan and shall credit such Separate Account with balance of such participant’s accounts under the Merged Plan immediately prior to such merger. Thereafter, subject to any provisions of a Merged Plan which set forth the requirements of Sections 401(a)(l 1) and 417 of the Code with respect to any distribution thereunder, such Separate Accounts shall be held, maintained, invested, and distributed pursuant to the provisions of the Plan; provided, however, that if distributions under a Merged Plan are subject to the requirements of Sections 401(a)(l 1) and 417 on the date of merger into the Plan, the distribution provisions of the Merged

- 49 -

Plan shall continue to be applicable until the requirements of Treas. Reg. §1.411(d) and DOL Reg. §2520.1046-3 have been satisfied.


Merged Plan		Merger Effective Date
Regent Lighting Retirement Savings Plan		December 20, 2002
Eagle Electric Manufacturing Co., Inc. Georgetown, S.C. Employee 401(k) Savings Plan for Hourly Employees		December 31, 2003

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ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1

No Commitment as to Employment .

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2

Benefits .

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the Employers, Members and Beneficiaries.

15.3

No Guarantees .

Neither any Employer, including the Company, nor the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder. All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and neither any Employer nor the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4

Exclusive Benefit .

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5

Duty to Furnish Information .

Each of the Employers, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other Employer or the Trustee reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6

Merger, Consolidation or Transfer of Plan Assets .

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or

- 51 -

transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

15.7

Return of Contributions to Employers .

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching and Company Retirement Contributions are contingent upon the deductibility of such contributions under Section 404 of the Code. In the event a Basic, Matching or Company Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution. Since Basic, Matching, and Company Retirement Contributions (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8

Addenda .

Addenda shall for all purposes constitute part of the Plan and, in the event of conflict with any other provision of the Plan, shall control. IAR Addenda shall set forth any supplemental Company Retirement Contributions for IAR Members in specific Participant Units. Moreover, in the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan.

15.9

Provisions with Respect to Uniformed Services Employment and Reemployment Rights Act of 1994 .

Notwithstanding any provision of the Plan to the contrary, effective as of December 12, 1994, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code and loan repayments will be suspended under the Plan as permitted by Section 414(u) of the Code.

- 52 -

15.10

Governing Law .

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

Adopted this 14 ^th day of December, 2007, and executed at Houston, Texas, this

day of , .


COOPER US, INC.

By
		Title: Senior Vice President, Human Resources

- 53 -

APPENDIX D

ACTIVE COVERED FACILITIES AND EMPLOYMENT CLASSIFICATIONS


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION

Cooper US, Inc. Corporate Office	Houston, TX (includes employees paid from Corporate)	Salaried Exempt Salaried Non-Exempt

Cooper B-Line, Inc.	All Sales Offices (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Aurora, CO (effective May 1, 2000) (closed)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Franklin Park, IL (effective May 1, 2000)	Salaried Exempt Hourly-Rated

	Highland, IL (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Modesto, CA (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Norcross, GA (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Portland, OR (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Reno, NV (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sherman, TX (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Troy, IL (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

Cooper Bussmann, LLC	Ellisville, MO	Salaried Exempt Salaried Non-Exempt

	Black Mountain, NC	All

	Elizabethtown, KY (closed December 31, 2000)	Salaried Exempt Salaried Non-Exempt

	Goldsboro, NC	All

	Woodale, IL (formerly Chicago, IL (USD))	Salaried Exempt Salaried Non-Exempt

	El Paso, TX (Juarez, Mexico)	Salaried Exempt Salaried Non-Exempt

D-54


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Cooper Crouse-Hinds, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Syracuse, NY	Salaried Exempt Salaried Non-Exempt

	Amarillo, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Windsor, CT	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	LaGrange, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Roanoke, VA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Montebello, CA	Salaried Exempt Salaried Non-Exempt

	Toms River, NJ	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Thepitt Manufacturing)	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Major Liting)	Salaried Exempt Salaried Non-Exempt

	Houston, TX (formerly ICI)	Salaried Exempt Salaried Non-Exempt

	Camarillo, CA (effective January 24, 2006)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Salem, NJ (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sarasota, FL (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Moorpark, CA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Gardena, CA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Chelsea, MA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

D-55


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Cooper Electronic Technologies, Inc.	Boynton Beach, FL (effective July 1, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper International Company	Houston, TX (effective January 3, 2002)	Salaried Exempt Salaried Non-Exempt

Cooper Lighting, LLC	All Sales and Distribution Centers	All

	Elk Grove Village, IL	Salaried Exempt Salaried Non-Exempt

	Ontario, CA (effective March 1, 1999 – formerly LaPalma, CA)	Salaried Exempt Salaried Non-Exempt

	Americus, GA	Salaried Exempt Salaried Non-Exempt

	Eufaula, AL	Salaried Exempt Salaried Non-Exempt

	Preston, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Ellaville, GA	Salaried Exempt Salaried Non-Exempt

	Dallas, TX	All

	Secaucus, NJ (transferred to Cranbury, NJ – January 24, 1999)	Salaried Exempt Salaried Non-Exempt

	Vicksburg, MS	Salaried Exempt Salaried Non-Exempt

	Chicago, IL (FailSafe)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Peachtree City, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cranbury, NJ (effective January 25, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Westlake Village, CA (Lumiere) (effective July 1, 1999) (IAR – January 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Brooklyn, NY (Neo-Ray) (effective January 1, 2000)	Salaried Exempt Salaried Non-Exempt

D-56


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Lakewood, CO (Corelite) (effective January 1, 2000) (IAR – January 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Richmond, CA (Shaper) effective March 1, 2004	Salaried Exempt Salaried Non-Exempt

	Chatsworth, CA (RSA) effective January 1, 2005	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Hicksville, NY – (effective January 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Vernon Hills, IL – (Effective January 1, 2008)	Salaried Exempt Salaried Non-Exempt

	Burlington, VT – (Effective January 1, 2008)	Salaried Exempt Salaried Non-Exempt

Cooper Power Systems, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Waukesha, WI	Salaried Exempt Salaried Non-Exempt

	Lumberton, MS	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Olean, NY	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	East Stroudsburg, PA (closed May 9, 2003)	Salaried Exempt Salaried Non-Exempt

	Greenwood, SC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Nacogdoches, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Franksville, WI	Salaried Exempt Salaried Non-Exempt

	South Milwaukee, WI	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Macomb, IL (closed December 13, 1999)	Salaried Exempt Salaried Non-Exempt

	Pewaukee, WI (RTE Components)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

D-57


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Waukesha, WI (RTE Distribution – North Street)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Waukesha, WI (RTE Small Power-Badger & Lincoln)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Fayetteville, AR	Salaried Exempt Salaried Non- Exempt

	Hood River, OR (closed July 19, 2002)	Salaried Exempt Salaried Non- Exempt

	Richardson, TX (closed June 30, 2000)	Salaried Exempt Salaried Non- Exempt

	Minneapolis, MN (effective January 1, 2007)	Salaried Exempt Salaried Non- Exempt

Cooper Tools, Inc.	Lexington, SC	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Hicksville, OH	All

	Dayton, OH	Salaried Exempt Salaried Non- Exempt

	Westminster, MD (Master Power) (closed December 31, 1999)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Houston, TX	Salaried Exempt Salaried Non- Exempt

	Springfield, OH	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Cleveland, OH (closed July 31, 1999)	Salaried Exempt Salaried Non- Exempt

	Auburn Hills, MI	Salaried Exempt Salaried Non- Exempt

	Apex, NC	Salaried Exempt

	Sales Offices	Salaried Exempt Salaried Non- Exempt

	All Sales Offices	Salaried Exempt Salaried Non- Exempt

	All Distributions Centers (not Campbell Chain)	All

	Raleigh, NC	Salaried Exempt Salaried Non- Exempt

	Statesboro, GA (closed December 31, 2000)	Salaried Exempt Salaried Non- Exempt

D-58


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Madison, ME (closed September 30, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sumter, SC	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Cheraw, SC (closed March 27, 2004)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Greenville, MS (closed March 12, 2004)	Salaried Exempt Salaried Non- Exempt

	Cullman, AL	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Monroe, NC	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Sycamore, IL (closed June 11, 1999)	Salaried Exempt Salaried Non- Exempt

	York, PA	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Cortland, NY	Salaried Exempt Salaried Non- Exempt

	Campbell Chain Distribution Centers (Chicago/Alsip closed February 27, 2004)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Apex, NC	Salaried Exempt Salaried Non- Exempt Hourly-Rated

Cooper Wiring Devices, Inc.	Long Island City, NY (effective April 1, 2001)	Salaried Exempt Salaried Non- Exempt

	Charlotte, NC (effective April 1, 2001)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Phoenix, AZ (effective April 1, 2001)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Georgetown, SC (effective April 1, 2001) (closed June 27, 2004)	Salaried Exempt Salaried Non- Exempt

D-59


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Brunswick, ME	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Peachtree City, GA (effective January 1, 2007)	Salaried Exempt Salaried Non- Exempt

PowerStor, Inc.	Dublin, CA (effective July 1, 2002)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

Cooper Wheelock	Long Branch, NJ (also includes Neptune and Oceanport) (effective January 1, 2007)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

	Sarasota, FL (effective January 1, 2008)	Salaried Exempt Salaried Non- Exempt Hourly-Rated

D-60

APPENDIX E

TRANSFEROR PLANS


	Plan	Effective Date on which Assets and Liabilities transferred to the Plan
(1)	McGraw-Edison Savings and Sharing Plan	07/01/86

(2)	McGraw-Edison Profit Sharing Plan	07/01/86

(3)	Campbell Chain Profit-Sharing Plan	07/01/86

(4)	Turner Profit-Sharing Plan	07/01/86

(5)	McGraw-Edison Thrift Plan	07/01/86

(6)	McGraw-Edison Consolidated Retirement Plan	07/01/86

		(active employees only)

(7)	GATX Profit-Sharing Plan	02/01/87

(8)	Joy Manufacturing Company Savings Plan	08/01/87

		(Petroleum Equipment Group only)

(9)	Joy Manufacturing Company Savings Plan	01/01/88

		(Molded Rubber

		Products Group only)

(10)	Joy Manufacturing Company Savings Plan	06/01/88

		(Compressor Group only)

(11)	USD Plan	04/01/88

(12)	Champion Spark Plug Company Salaried Employees’
	Deferred Savings Plan	08/01/90

(13)	Cameron Iron Works USA, Inc.
	Savings Investment Plan	09/01/90

(14)	Cooper Industries, Inc. Consolidated Retirement Plan	12/31/91

(15)	Auto Components, Inc. Profit Sharing Plan	01/01/94

E-1


(16)	Moog Automotive, Inc. Temperature Control
	Division 401(k) Plan	01/01/94

(17)	Moog Automotive, Inc. Temperature Control Division
	Profit Sharing Plan	01/01/94

(18)	Zanxx, Inc. 401(k) Salary Reduction Plan	11/10/94

(19)	Precision Universal Joint Hourly Profit Sharing Plan	02/28/95

(20)	Master Power, Inc. 401(k) Retirement Savings Plan	07/01/97

(21)	Rolero-Omega Voluntary Retirement Savings Plan
	and Trust	07/01/97

(22)	Thepitt Hourly Savings Plan	08/31/98
		(salaried
		employees
		only)

(23)	Neo-Ray Products, Inc. 401(k) Profit Sharing Plan	01/01/00

(24)	Atlite Lighting Equipment, Inc. 401(k) Plan	01/01/00

(25)	Wheelock, Inc. Section 401(k) Profit Sharing Plan	12/31/06

(26)	Cannon Technologies Inc. Profit Sharing Plan	12/31/06

(27)	Cooper US, Inc. Profit Sharing Plan	04/30/07

(28)	Madah-Com Inc. 401(k) Profit Sharing Plan	12/31/07

(29)	iO Lighting 401(k) Plan	12/31/07

E-2

APPENDIX F

MERGED PLANS AND PROTECTED BENEFITS

1.	Merger of the Wheelock, Inc. Section 401(k) Profit Sharing Plan

Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan were 100% vested in their accrued employer contributions upon the merger into this Plan.

Active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2006 are 100% vested in all future Company Retirement Contributions made under the Plan.

Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.

All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan will be age 60 under this Plan.

2.	Merger of the Cannon Technologies Inc. Profit Sharing Plan

Active Participants as of December 31, 2006, in the Cannon Technologies Inc. Profit Sharing Plan are 100% vested in their accrued employer contributions upon the merger into this Plan.

Active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had three or more Years of Service as of December 31, 2006, are 100% vested in all future Company Retirement Contributions made under the Plan.

Future Company Retirement Contributions, for all active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.

F-1

All years of service that a participant accrued under the Cannon Technologies Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

3.	Merger of the Cooper US, Inc. Profit Sharing Plan

Active Participants as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.

All years of service that a participant has accrued under the Cooper US, Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.

Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Cooper US, Inc. Profit Sharing Plan as of April 30, 2007, will be subject to the vesting schedule under this Plan.

Participants with an Account Balance as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan shall become 100% vested in all Employer contributions under this Plan the first of the month following attainment of age 55.

4.	Merger of the Madah-com Inc. 401(k) Profit Sharing Plan

Active participants as of December 31, 2007, in the Madah-Com Inc. 401(k) Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.

Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Madah-Com Inc. 401(k) Profit Sharing Plan as of December 31, 2007, are subject to the vesting schedule under this Plan.

All years of service that a participant has accrued under the Madah-Com Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

F-2

5.	Merger of the iO Lighting 401(k) Plan

All years of service that a participant has accrued under the iO Lighting 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.

F-3

APPENDIX G

REQUIRED MINIMUM DISTRIBUTIONS

SECTION 1

GENERAL RULES

1.01

Effective Date . Unless an earlier effective date is specified below, the provisions of this Appendix G shall be applicable for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

1.02

Precedence . The requirements of this Appendix shall take precedence over any inconsistent provisions of the Plan.

1.03

Incorporation of the Requirements of Treasury Regulations . All distributions required under this Appendix shall be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

1.04

TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this Appendix, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

SECTION 2

DEFINITIONS

2.01

“Designated Beneficiary” shall mean the individual who is designated as the beneficiary under the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Code and Treas. Regs. Section 1.401(a)(9)-1, Q&A-4.

2.02

“Distribution Calendar Year” shall mean a calendar year for which a minimum distribution is required. For distributions beginning before a Member’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains a Member’s Required Beginning Date. For distributions beginning after a Member’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 3.02. The required minimum distribution for the Member’s first distribution calendar year shall be made on or before the Member’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Member’s Required Beginning Date occurs, shall be made on or before December 31 of that distribution calendar year.

2.03

“Life Expectancy” shall mean life expectancy as computed by use of the Single Life Table in Treas. Regs. Section 1.401(a)(9)-9.

G-1

2.04

“Member’s Account Balance” shall mean the account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

2.05

“Required Beginning Date” shall mean April 1 following the calendar year in which the later of the following dates occurs: (i) the date on which the Member attains age 70-1/2, or (ii) the date on which the Member retires (except for a Member who is a 5% owner, as defined in Section 416(i)(1)(B)(i) of the Code, the date determined under this paragraph (b) shall be April 1 of the calendar year following the calendar year in which the Member attains age 70-1/2, without regard to the date of the Member’s retirement).

SECTION 3

TIME AND MANNER OF DISTRIBUTION

3.01

Required Beginning Date . A Member’s entire interest shall be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.

3.02

Death of Member Before Distributions Begin . If a Member dies before distributions begin, the Member’s entire interest shall be distributed, or shall begin to be distributed, no later than as follows:

(a)

If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then, except as provided in this Appendix, distributions to the surviving spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 ¹ / ₂ , if later.

(b)

If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then, except as provided in this Appendix, distributions to the Designated Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(c)

If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest shall be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(d)

If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member, but before distributions to the surviving spouse begin, this Section 3.02 (other than Section 3.02(a)) shall apply as if the surviving spouse were the Member.

G-2

(e)

[Reserved]

(f)

Members or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 3.02 and 5.02 of this Appendix applies to distributions after the death of a Member who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 3.02 of this Appendix, or by September 30 of the calendar year which contains the fifth anniversary of the Member’s (or, if applicable, surviving spouse’s) death. If neither the Member nor a beneficiary makes an election under this paragraph (f), distributions shall be made in accordance with Sections 3.02 and 5.02 of this Appendix.

(g)

A Designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

For purposes of this Section 3.02 and Section 5, unless Section 3.02(d) is applicable, distributions shall be considered to begin on the Member’s Required Beginning Date. If Section 3.02(d) applies, distributions shall be considered to begin on the date distributions are required to begin to the surviving spouse under Section 3.02(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 3.02(a)), the date distributions are considered to begin shall be the date distributions actually commence.

3.03

Forms of Distribution . Unless a Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 4 and 5 of this Appendix. If a Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and related Treasury regulations.

SECTION 4

REQUIRED MINIMUM DISTRIBUTIONS DURING MEMBER’S LIFETIME

4.01

Amount of Required Minimum Distribution For Each Distribution Calendar Year . During a Member’s lifetime, the minimum amount that will be distributed for each distribution calendar year shall be the lesser of:

(a)

the quotient obtained by dividing the Member’s account balance by the distribution period in the Uniform Lifetime Table set forth in Treas. Regs. Section

G-3

1.401(a)(9)-9, using the Member’s age as of the Member’s birthday in the distribution calendar year; or

(b)

if the Member’s sole Designated Beneficiary for the distribution calendar year is the Member’s spouse, the quotient obtained by dividing the Member’s account balance by the number in the Joint and Last Survivor Table set forth in Treas. Regs. Section 1.401(a)(9)-9, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the distribution calendar year.

4.02

Lifetime Required Minimum Distributions Continue Through Year of Member’s Death . Required minimum distributions shall be determined under this Section 4 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Member’s date of death.

SECTION 5

REQUIRED MINIMUM DISTRIBUTIONS AFTER MEMBER’S DEATH

5.01

Death On or After Date Distributions Begin .

(a)

Member Survived by Designated Beneficiary . If a Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death shall be the quotient obtained by dividing the Member’s account balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member’s Designated Beneficiary, determined as follows:

(1)

The Member’s remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2)

If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse shall be calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3)

If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining life expectancy shall be calculated using the age of the beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

(b)

No Designated Beneficiary . If a Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for

G-4

each distribution calendar year after the year of the Member’s death shall be the quotient obtained by dividing the Member’s account balance by the Member’s remaining life expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

5.02

Death Before Date Distributions Begin .

(a)

Member Survived by Designated Beneficiary . Except as provided in this Appendix, if a Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member’s death shall be the quotient obtained by dividing the Member’s account balance by the remaining life expectancy of the Member’s Designated Beneficiary, determined as provided in Section 5.01.

(b)

No Designated Beneficiary . If a Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(c)

Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin . If a Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 3.02(a), this Section 5.02 shall apply as if the surviving spouse were the Member.

G-5

APPENDIX H

SERVICE WITH PREDECESSOR ORGANIZATIONS

For purposes of vesting accrual, service will be recognized with the following organizations:

1. Powerline Communications, Inc.

H-1

Addenda A

IAR Addenda Applicable to Active IAR Members

ADDENDA A

FOR ACTIVE IAR ADDENDA

TABLE OF CONTENTS


Addendum
I-A		Amarillo, Texas Plant of Crouse-Hinds Electrical Construction Materials Division (070)

II-A		Campbell Chain Distribution Centers (193)

III-A		Campbell Chain in York, Pennsylvania (194)

IV-A		Cooper Power Tools - Lexington, South Carolina (122)

V-A		Cooper Power Systems, RTE Components at Pewaukee, Wisconsin (262)

VI-A		Cooper Power Systems, RTE Distribution Transformers Plant in Waukesha, Wisconsin (263)

VII-A		Cooper Power Systems, RTE Small Power Plant in Waukesha, Wisconsin (264)

VIII-A		Cooper Power Systems Division Facility in Lumberton, Mississippi (196)

IX-A		Cooper Power Systems Division Facility in Nacogdoches, Texas (199)

X-A		Crescent-Sumter Plant in Sumter, South Carolina (060)

XI-A		Crouse-Hinds Aviation Lighting Products in Windsor, Connecticut (160)

XII-A		LaGrange, North Carolina Plant (236)

XIII-A		Lufkin-Apex Plant in Apex, North Carolina (068)

XIV-A		Cooper Power Systems Division Facility in Greenwood, South Carolina (198)

XV-A		Cooper Power Systems Division Facility in Olean, New York (197)

XVI-A		Cooper Power Systems Division Facility in South Milwaukee, Wisconsin (200)

XVII-A		Nicholson-Cullman Plant in Cullman, Alabama (063)

XVIII-A		Plumb-Monroe Plant in Monroe, North Carolina (123)

XIX-A		Prestec Plant in Preston, Georgia of Cooper Lighting, Inc. (238)


Addendum

XX-A		USD Facility in Chicago, Illinois (246)

XXI-A		Weller-Cheraw Plant in Cheraw, South Carolina (061)

XXII-A		Hourly Employees of Cooper Electronic Technologies, Inc. in Boca Raton, Florida and Dublin, California (486)

XXIII-A		Crouse-Hinds Division Facility in Roanoke, Virginia (440)

XXIV-A		Cooper Wiring Devices Facility in Brunswick, Maine (441)

XXV-A		Cooper Lighting Division Facility in Peachtree City, Georgia (459)

XXVI-A		Cooper Lighting Division Facility (FailSafe) in Chicago, Illinois (448)

XXVII-A		Cooper Lighting Division Facility in Cranbury, New Jersey (482)

XXVIII-A		Cooper Power Tools Plant in Springfield, Ohio (484)

XXIX-A		Cooper Lighting, Inc. Facility in Lakewood, Colorado (503)

XXX-A		Cooper Lighting Division Facility in Westlake Village, California (487)

XXXI-A		Cooper B-Line, Inc. Facility in Reno, Nevada (490)

XXXII-A		Cooper B-Line, Inc. Facility in Portland, Oregon (491)

XXXIII-A		Cooper B-Line, Inc. Facility in Modesto, California (492)

XXXIV-A		Cooper B-Line, Inc. Facility in Sherman, Texas (493)

XXXV-A		Cooper B-Line, Inc. Facility in Aurora, Colorado (494)

XXXVI-A		Cooper B-Line, Inc. Facility in Franklin Park, Illinois (495)

XXXVII-A		Cooper Wiring Devices Division Facility in Charlotte, North Carolina (504)

XXXVIII-A		Cooper Wiring Devices Division Facility in Phoenix, Arizona (505)

XXXIX-A		Cooper Lighting Facility in Chatsworth, California (510)

XL-A		Crouse-Hinds Facility in Houston, Texas

XLI-A		Crouse-Hinds Facility in Camarillo, California

IAR ADDENDUM I-A

EMPLOYEES AT THE

AMARILLO, TEXAS PLANT

Pursuant to Section 15.8 of the Cooper Industries, Inc. Retirement Savings and Stock Ownership Plan (“Plan”), this Addendum relates to the Participating Unit set forth in Paragraph A below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections in the Plan.

NAME OF PARTICIPATING UNIT :

The Amarillo, Texas facility of the Crouse-Hinds Electrical Construction Materials Division of the Company (070).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1984

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM II-A

HOURLY EMPLOYEES OF CAMPBELL CHAIN AT THE DISTRIBUTION CENTERS

NAME OF PARTICIPATING UNIT :

The Distribution Centers of Campbell Chain Division of McGraw-Edison Company located in Houston, Texas; Atlanta, Georgia; Denver, Colorado; Los Angeles, California; Chicago, Illinois; and Seattle, Washington as well as the closed Distribution Centers of Campbell Chain Division located in New Orleans, Louisiana (closed August, 1986); and Portland, Oregon, (closed August, 1986) (193).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, on and after October 1, 1989, the Company shall make an additional Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List on file with the Plans Administration Committee as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00


	Monthly Additional
Year of Birth	Credit Amount
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Campbell Chain Company Pension Plan for Hourly Employees. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM III-A

HOURLY EMPLOYEES OF

CAMPBELL CHAIN IN YORK, PENNSYLVANIA

NAME OF PARTICIPATING UNIT :

The York, Pennsylvania facility of the Cooper Hand Tools Division of the Company (194).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00


	Monthly Additional
Year of Birth	Credit Amount
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM IV-A

EMPLOYEES AT COOPER POWER TOOLS—LEXINGTON, SOUTH CAROLINA

NAME OF PARTICIPATING UNIT :

The Lexington, South Carolina facility of the Cooper Power Tools Division of the Company (122).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

January 1, 1983

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM V-A

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

RTE COMPONENTS AT PEWAUKEE, WISCONSIN

NAME OF PARTICIPATING UNIT :

The Pewaukee, Wisconsin RTE Components facility of the Cooper Power Systems Division of the Company (262).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1989

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

Section 7.3—VESTING COMPANY RETIREMENT CONTRIBUTIONS :

Each Member who is not a Highly Compensated Employee, who was employed on July 22, 1988 at the Participating Unit covered by this Addendum, and who is employed on January 1, 1996 at the Participating Unit covered by this Addendum, shall be 100% vested in his IAR Account and shall be 100% vested in Company Retirement Contributions made thereto.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM VI-A

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS RTE

DISTRIBUTION TRANSFORMERS PLANT AT WAUKESHA, WISCONSIN

NAME OF PARTICIPATING UNIT :

The Waukesha, Wisconsin RTE Distribution Transformers facility of the Cooper Power Systems Division of the Company (263).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1989

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not select retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

Section 7.3—VESTING COMPANY RETIREMENT CONTRIBUTIONS :

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM VII-A

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

RTE SMALL POWER PLANT AT WAUKESHA, WISCONSIN

NAME OF PARTICIPATING UNIT :

The Cooper Power Systems RTE Small Power facility at the Waukesha, Wisconsin (264).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1989

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

Section 7.3—VESTING COMPANY RETIREMENT CONTRIBUTIONS :

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM VIII-A

HOURLY EMPLOYEES OF

COOPER POWER SYSTEMS IN LUMBERTON, MISSISSIPPI

NAME OF PARTICIPATING UNIT :

The Lumberton, Mississippi facility of the Cooper Power Systems Division of the Company (196).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM IX-A

HOURLY EMPLOYEES OF

COOPER POWER SYSTEMS IN NACOGDOCHES, TEXAS

NAME OF PARTICIPATING UNIT :

The Nacogdoches, Texas facility of the Cooper Power Systems Division of the Company (199).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM X-A

EMPLOYEES OF THE CRESCENT-SUMTER PLANT

NAME OF PARTICIPATING UNIT :

The Crescent-Sumter facility of the Cooper Hand Tools Division of the Company located in Sumter, South Carolina (060).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1984

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Pension Plan for Employees of the Crescent-Sumter Plant. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XI-A

FOR HOURLY EMPLOYEES OF CROUSE-HINDS

AVIATION LIGHTING PRODUCTS IN WINDSOR, CONNECTICUT

NAME OF PARTICIPATING UNIT :

The Windsor, Connecticut facility of the Crouse-Hinds Aviation Lighting Products of the Company (160).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

August 1, 1984

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Crouse-Hinds Sepco Corporation Retirement Income Plan for Hourly Production and Maintenance Employees Pension Plan. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XII-A

EMPLOYEES AT THE LAGRANGE, NORTH CAROLINA PLANT

NAME OF PARTICIPATING UNIT :

The Crouse-Hinds Joy Molded Products facility of the Crouse-Hinds Electrical Construction Materials Division of the Company located in LaGrange, North Carolina (236).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1988

Section 7.3—VESTING IN COMPANY RETIREMENT CONTRIBUTIONS :

Each Member who is not a Highly Compensated Employee, who was employed on November 3, 1987 at the Participating Unit covered by this Addendum, and who is employed on or after January 1, 1996 at the Participating Unit covered by this Addendum, shall be 100% vested in his IAR Account and shall be 100% vested in Company Retirement Contributions made thereto.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XIII-A

EMPLOYEES OF THE COOPER TOOLS FACILITY IN

APEX, NORTH CAROLINA (LUFKIN)

NAME OF PARTICIPATING UNIT :

The Lufkin-Apex plant of the Cooper Hand Tools Division of the Company located in Apex, North Carolina (068).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1984

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Lufkin-Apex Plant Employees Pension Plan. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XIV-A

HOURLY EMPLOYEES OF

COOPER POWER SYSTEMS IN GREENWOOD, SOUTH CAROLINA

NAME OF PARTICIPATING UNIT :

The Greenwood, South Carolina facility of the Cooper Power Systems, Inc. (198).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XV-A

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN OLEAN, NEW YORK

NAME OF PARTICIPATING UNIT :

The Olean, New York facility of the Cooper Power Systems, Inc. (197).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

July 1, 1986

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XVI-A

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN SOUTH MILWAUKEE, WISCONSIN

NAME OF PARTICIPATING UNIT :

The South Milwaukee, Wisconsin facility operation of the Cooper Power Systems, Inc. (200).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

July 1, 1986

Section 3.6—COMPANY RETIREMENT CONTRIBUTIONS :

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	60.00
1938	$	60.00
1937	$	65.00
1936	$	65.00
1935	$	70.00
1934 or earlier	$	75.00

Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage


	Monthly Additional
Year of Birth	Credit Amount
1939	$	105.00
1938	$	110.00
1937	$	115.00
1936	$	120.00
1935	$	125.00
1934 or earlier	$	130.00

Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989


	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$	10.00
1963	$	11.00
1962	$	13.00
1961	$	15.00
1960	$	17.00
1959	$	19.00
1958	$	21.00
1957	$	23.00
1956	$	25.00
1955	$	27.00
1954	$	29.00
1953	$	31.00
1952	$	34.00
1951	$	37.00
1950	$	40.00
1949	$	44.00
1948	$	48.00
1947	$	52.00
1946	$	54.00
1945	$	60.00
1944	$	65.00
1943	$	70.00
1942	$	75.00
1941	$	80.00
1940	$	90.00

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XVII-A

EMPLOYEES OF THE NICHOLSON-CULLMAN PLANT

NAME OF PARTICIPATING UNIT :

The Nicholson-Cullman plant of the Cooper Hand Tools Division of the Company located in Cullman, Alabama (063).

ARTICLE I - DEFINITIONS :

(3)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1984

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Nicholson-Cullman Plant Employees Pension Plan. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XVIII-A

EMPLOYEES AT THE PLUMB-MONROE PLANT

NAME OF PARTICIPATING UNIT :

The Monroe, North Carolina facility of the Cooper Hand Tools Division of the Company (123).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1983

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XIX-A

HOURLY EMPLOYEES

AT THE PRESTEC PLANT IN PRESTON, GEORGIA

NAME OF PARTICIPATING UNIT :

The Prestec plant in Preston, Georgia of Cooper Lighting, Inc. (238).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1988

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XX-A

HOURLY EMPLOYEES OF USD AT CHICAGO, ILLINOIS

NAME OF PARTICIPATING UNIT :

The Underwriters Safety Device facility of the Bussman Division of McGraw-Edison Company at Chicago, Illinois (246).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date:

April 1, 1988

Section 7.3—VESTING COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after January 8, 2002, due to the closing of the Underwriters Safety Device facility in Chicago, Illinois shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXI-A

EMPLOYEES OF THE WELLER-CHERAW PLANT

NAME OF PARTICIPATING UNIT :

The Weller-Cheraw plant of the Cooper Hand Tools Division of the Company located in Cheraw, South Carolina (061).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 1984

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after December 2, 2002, due to the closing of the Weller-Cheraw plant of the Cooper Hand Tools Division in Cheraw, South Carolina shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXII-A

HOURLY EMPLOYEES OF COOPER ELECTRONIC TECHNOLOGIES, INC.

IN BOYNTON BEACH, FLORIDA AND DUBLIN, CALIFORNIA

NAME OF PARTICIPATING UNITS :

The Boynton Beach, Florida and the Dublin, California facilities of Cooper Bussmann Division (486)

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

July 1, 1999 (Boynton Beach, Florida facility);

July 1, 2002 (Dublin, California facility)

Section 7.6 —VESTING SERVICE :

Notwithstanding the provisions of Section 7.6, each Employee who becomes a Member covered by this Addendum on July 1, 2002, due to the acquisition of PowerStor, Inc. (“PowerStor”) shall be credited with Vesting Service in accordance with the following provisions:

(1)

Vesting Service Prior to September 24, 2001 .

Each such Member shall be credited with a year of Vesting Service for each full year of employment prior to September 24, 2001 by PowerStor.

(2)

Vesting Service On and After September 24, 2001, But Prior to July 1, 2002 .

Each such Member shall be credited with Hours of Service for vesting purposes for employment with the Affiliate Group on and after September 21, 2001, but prior to July 1, 2002, in an amount equal to the Hours of Service with which he would have been

credited under the Plan, if he had been covered by the Plan during such period of time.

(3)

Vesting Service On and After July 1, 2002 .

Each such Member shall be credited with years of Vesting Service on and after July 1, 2002, for purposes of the Plan in accordance with the provisions of Section 7.6.

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS AT BOYNTON BEACH, FLORIDA FACILITY :

Each Member whose employment with the Affiliated Group is terminated on or after November 4, 2002, due to the closing of the Boynton Beach, Florida facility shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such participating Unit.

IAR ADDENDUM XXIII-A

FOR HOURLY EMPLOYEES OF THE CROUSE-HINDS

DIVISION IN ROANOKE, VIRGINIA

NAME OF PARTICIPATING UNIT :

The Roanoke, Virginia facility of the Crouse-Hinds Division (440).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

November 8, 1993

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXIV-A

HOURLY EMPLOYEES OF THE COOPER WIRING DEVICES

DIVISION FACILITY IN BRUNSWICK, MAINE

NAME OF PARTICIPATING UNIT :

The Brunswick, Maine facility of the Cooper Wiring Division Division (441).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

January 1, 1994

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXV-A

HOURLY EMPLOYEES OF COOPER LIGHTING DIVISION

IN PEACHTREE CITY, GEORGIA

NAME OF PARTICIPATING UNIT :

The Peachtree City, Georgia facility of the Cooper Lighting Division of the Company (459).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

January 1, 1997

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXVI-A

HOURLY EMPLOYEES OF COOPER LIGHTING DIVISION (FAILSAFE)

IN CHICAGO, ILLINOIS

NAME OF PARTICIPATING UNIT :

The Chicago, Illinois facility (FailSafe) of the Cooper Lighting Division of the Company (448).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

January 1, 1995

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after December 10, 2002, due to the closing of the FailSafe facility of Cooper Lighting Division in Chicago, Illinois shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such participating Unit.

IAR ADDENDUM XXVII-A

HOURLY EMPLOYEES OF COOPER LIGHTING DIVISION

IN CRANBURY, NEW JERSEY

NAME OF PARTICIPATING UNIT :

The Cranbury, New Jersey facility of the Cooper Lighting Division of the Company (482).

ARTICLE I—DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

January 25, 1999

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXVIII-A

FOR HOURLY EMPLOYEES OF THE COOPER POWER TOOLS PLANT

IN SPRINGFIELD, OHIO

NAME OF PARTICIPATING UNIT :

The Springfield, Ohio Plant of the Cooper Power Tools Division of the Company (484).

ARTICLE I - DEFINITIONS:

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 1999

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Pension Plan for Cooper Hourly Employees. Such separate subaccount shall be 100% vested in such Member.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXIX-A

HOURLY EMPLOYEES

AT THE CORELITE FACILITY IN LAKEWOOD, COLORADO

NAME OF PARTICIPATING UNIT :

The Corelite facility in Lakewood, Colorado of the Cooper Lighting, Inc. (503).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 2001

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXX-A

HOURLY EMPLOYEES

AT THE LUMIERE FACILITY IN WESTLAKE VILLAGE, CALIFORNIA

NAME OF PARTICIPATING UNIT :

The Lumiere facility in Westlake Village, California of the Cooper Lighting Division (487).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 2001

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after December 9, 2002, due to the closing of the Lumiere facility of the Cooper Lighting Division in Westlake Village, California (Camerillo, California) shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXI-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN RENO, NEVADA

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Reno, Nevada (490).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 2000

C .

Section 7.6 VESTING SERVICE

Any IAR Member who became a Member as of May 1, 2000, and who had been a participant in the Sigma-Aldrich Plan prior thereto shall be credited with years of Vesting Service for the period prior to January 1, 2000, equal to the years of service for vesting purposes with which he was credited under the Sigma-Aldrich Plan on December 31, 1999, and shall be credited with 750 Hours of Service for the period from January 1, 2000, through April 30, 2000.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXII-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN PORTLAND, OREGON

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Portland, Oregon (491).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

May 1, 2000

C .

Section 7.6 VESTING SERVICE

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after December 10, 2002, due to the closing of the Cooper B-Line facility in Portland, Oregon shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXIII-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN MODESTO, CALIFORNIA

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Modesto, California (492).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 2000

Section 7.6 VESTING SERVICE

Section 7.3 – VESTING OF COMPANY RETIREMENT CONTRIBUTIONS :

Each Member whose employment with the Affiliated Group is terminated on or after December 9, 2002, due to the closing of the Cooper B-Line manufacturing facility in Modesto, California shall be 100% vested in the balance of his IAR Account.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXIV-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN SHERMAN, TEXAS

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Sherman, Texas (493).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 2000

Section 7.6 VESTING SERVICE

Any IAR Member who became a Member as of May 1, 2000, and who had been a participant in the Sigma-Aldrich Corporation 401(k) Plan (the “Sigma-Aldrich Plan”) prior thereto shall be credited with years of Vesting Service for the period prior to January 1, 2000, equal to the years of service for vesting purposes with which he was credited under the Sigma-Aldrich Plan on December 31, 1999, and shall be credited with 750 Hours of Service for the period from January 1, 2000, through April 30, 2000.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXV-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN AURORA, COLORADO

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Aurora, Colorado (494).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 2000

Section 7.6 VESTING SERVICE

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXVI-A

HOURLY EMPLOYEES

AT THE COOPER B-LINE FACILITY IN FRANKLIN PARK, ILLINOIS

NAME OF PARTICIPATING UNIT :

The Cooper B-Line, Inc. facility in Franklin Park, Illinois (495).

ARTICLE I – DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

May 1, 2000

Section 7.6 VESTING SERVICE

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXVII-A

HOURLY EMPLOYEES

AT THE COOPER WIRING DEVICES DIVISION FACILITY IN CHARLOTTE, NORTH CAROLINA

NAME OF PARTICIPATING UNIT :

The Cooper Wiring Devices Division facility in Charlotte, North Carolina (504).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

April 1, 2001

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Eagle Electric Employees’ Retirement Plan.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXVIII-A

HOURLY EMPLOYEES

AT THE COOPER WIRING DEVICES DIVISION FACILITY IN PHOENIX, ARIZONA

NAME OF PARTICIPATING UNIT :

The Cooper Wiring Devices Division facility in Phoenix, Arizona (505).

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35)—Master IAR Entry Date :

April 1, 2001

SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS :

A separate subaccount shall be maintained with respect to benefits of a Member that were transferred from the Eagle Electric Employees’ Retirement Plan.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XXXIX-A

HOURLY EMPLOYEES

AT THE COOPER LIGHTING FACILITY IN CHATSWORTH, CALIFORNIA

NAME OF PARTICIPATING UNIT :

The Cooper Lighting facility in Chatsworth, California (510)

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 2005

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XL-A

HOURLY EMPLOYEES

AT THE CROUSE-HINDS FACILITY IN HOUSTON, TEXAS

NAME OF PARTICIPATING UNIT :

The Crouse-Hinds facility in Houston, Texas

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 1, 2005

Section 7.6 – VESTING SERVICE :

Any person who becomes a Member as of January 1, 2005, pursuant to the provisions of Paragraph A above and who immediately prior thereto was employed by ICI shall be credited with Vesting Service (but not Basic Service) under the Plan with respect to his periods of employment prior to January 1, 2005, from December 15, 2004, and shall be credited with Vesting Service, Basic Service, and credits to his Account with respect to employment on and after January 1, 2005, in accordance with the provisions of Article IX, Article VII, and Section 6.02, respectively. Each other person who becomes a Member pursuant to the provisions of Paragraph A above shall be credited with Vesting Service, Basic Service and credits to his Account with respect to periods of employment after he becomes a Member in accordance with the provisions of Article IX, Article VII, and Section 6.02, respectively.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

IAR ADDENDUM XLI-A

HOURLY EMPLOYEES

AT THE CROUSE-HINDS FACILITY IN CAMARILLO, CALIFORNIA

NAME OF PARTICIPATING UNIT :

The Crouse-Hinds facility in Camarillo, California

ARTICLE I - DEFINITIONS :

(1)

Section 1.1(35) - Master IAR Entry Date :

January 24, 2006

Section 7.6 – VESTING SERVICE :

Any person who becomes a Member as of January 24, 2006, pursuant to the provisions of Paragraph A above and who immediately prior thereto was employed by with G&H Technology, Inc. shall be credited with Vesting Service (but not Basic Service) under the Plan with respect to his periods of employment prior to January 24, 2006, and shall be credited with Vesting Service, Basic Service, and credits to his Account with respect to employment on and after January 1, 2006, in accordance with the provisions of Article IX, Article VII, and Section 6.02, respectively. Each other person who becomes a Member pursuant to the provisions of Paragraph A above shall be credited with Vesting Service, Basic Service and credits to his Account with respect to periods of employment after he becomes a Member in accordance with the provisions of Article IX, Article VII, and Section 6.02, respectively.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

FIRST AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, Cooper US, Inc. (hereinafter referred to as the “Company”) merged the Cooper Stock Ownership Plan (hereinafter referred to as the “Cooper ESOP”) into a plan document entitled the Cooper Retirement Savings and Stock Ownership Plan (hereinafter referred to as the “Plan”) as of the close of business on December 30, 2005; and

WHEREAS, the Plan was amended and restated as of January 1, 2008; and

WHEREAS, it is desirable to amend the Plan to reflect certain administrative changes;

NOW, THEREFORE, effective as of June 10, 2008, unless specifically amended otherwise, the Plan is hereby amended in the manner hereinafter set forth.

Section 5.4 of the Plan is hereby amended to provide as follows:

5.4

Election to Reallocate and Transfer Matching Contributions.

On any Valuation Date, each Member or Inactive Member may elect to have a portion or all of the balance of his Matching Account reallocated or transferred from the Fund in which it is invested to one or more of the other Funds offered under the Plan. Any such reallocation shall be made, in one percent increments or in whole dollar amounts, of the balance of such Member’s Match Account, as of the immediately preceding Valuation Date in the form, time, and manner prescribed by the Plans Administration Committee; provided, however, that any reallocation during extreme market conditions may be restricted pursuant to procedures established by the Plans Administration Committee.

Effective July 1, 2008, the following is hereby added to Appendix F of the Plan:

Merger of the Roam Secure 401(k) Plan

All years of service that a participant has accrued under the Roam Secure 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.

Paragraph (24) of Section 1.1 of the Plan is hereby amended, effective as of July 15, 2008, to provide as follows:

(24)

The term “ Employer ” shall mean the Company or any Subsidiary of the Company that is listed below as a Participating Subsidiary and any other Subsidiary that adopts the Plan as herein provided so long as the Subsidiary has not withdrawn from the Plan.

Participating Subsidiaries

Cooper B-Line, Inc.

Cooper Bussmann, LLC

Cooper Crouse-Hinds, LLC

Cooper Lighting, LLC

Cooper Power Systems, LLC

Cooper Tools, Inc.

Cooper Tools International, LLC

Cooper Wheelock, Inc.

Cooper Notification, Inc.

Cooper Electrical International, LLC

Appendix D of the Plan is hereby amended effective as of January 1, 2009, to provide as follows:

APPENDIX D

ACTIVE COVERED FACILITIES AND EMPLOYMENT CLASSIFICATIONS


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Cooper US, Inc. Corporate Office	Houston, TX (includes employees paid from Corporate)	Salaried Exempt Salaried Non-Exempt

Cooper B-Line, Inc.	All Sales Offices (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Aurora, CO (effective May 1, 2000) (closed)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Franklin Park, IL (effective May 1, 2000)	Salaried Exempt Hourly-Rated

	Highland, IL (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Modesto, CA (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Norcross, GA (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Portland, OR (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Reno, NV (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sherman, TX (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Troy, IL (effective May 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Pinckneyville, IL (effective January 1, 2009)	Salaried Exempt Salaried Non-Exempt

Cooper Bussmann, LLC	Ellisville, MO	Salaried Exempt Salaried Non-Exempt

	Black Mountain, NC	All

	Elizabethtown, KY (closed December 31, 2000)	Salaried Exempt Salaried Non-Exempt

	Goldsboro, NC	All

	Woodale, IL (formerly Chicago, IL (USD))	Salaried Exempt Salaried Non-Exempt

	El Paso, TX (Juarez, Mexico)	Salaried Exempt Salaried Non-Exempt

	Dublin, CA (Powerstor) (effective July 1, 2002)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Tualatin, OR (Effective January 1, 2009)	All

Cooper Crouse-Hinds, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Syracuse, NY	Salaried Exempt Salaried Non-Exempt

	Amarillo, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Windsor, CT	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	LaGrange, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Roanoke, VA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Montebello, CA	Salaried Exempt Salaried Non-Exempt

	Toms River, NJ	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Thepitt Manufacturing)	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Major Liting)	Salaried Exempt Salaried Non-Exempt

	Houston, TX (formerly ICI)	Salaried Exempt Salaried Non-Exempt

	Camarillo, CA (effective January 24, 2006)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Salem, NJ (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly- Rated

	Sarasota, FL (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Moorpark, CA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Gardena, CA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Chelsea, MA (effective March 26, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	W. Melbourne, FL (effective January 1, 2009)	All

	Houston, TX (effective January 1, 2009)	All

	League City, TX (effective January 1, 2009)	All

	Irving, TX (effective January 1, 2009)	All

	Tempe, AZ (effective January 1, 2009)	All

	Hampton, NH (effective January 1, 2009)	All

	San Diego, CA (effective January 1, 2009)	All


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Union, NJ (effective January 1, 2009)	All

Cooper Electronic Technologies, Inc.	Boynton Beach, FL (effective July 1, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper International Company	Houston, TX (effective January 3, 2002)	Salaried Exempt Salaried Non-Exempt

Cooper Lighting, LLC	All Sales and Distribution Centers	All

	Elk Grove Village, IL	Salaried Exempt Salaried Non-Exempt

	Ontario, CA (effective March 1, 1999 - formerly LaPalma, CA)	Salaried Exempt Salaried Non-Exempt

	Americus, GA	Salaried Exempt Salaried Non-Exempt

	Eufaula, AL	Salaried Exempt Salaried Non-Exempt

	Preston, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Ellaville, GA	Salaried Exempt Salaried Non-Exempt

	Dallas, TX	All

	Secaucus, NJ (transferred to Cranbury, NJ - January 24, 1999)	Salaried Exempt Salaried Non-Exempt

	Vicksburg, MS	Salaried Exempt Salaried Non-Exempt

	Chicago, IL (FailSafe)	Salaried Exempt Salaried Non-Exempt
		Hourly-Rated

	Peachtree City, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cranbury, NJ (effective January 25, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Westlake Village, CA (Lumiere) (effective July 1, 1999) (IAR - January 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Brooklyn, NY (Neo-Ray) (effective January 1, 2000)	Salaried Exempt Salaried Non-Exempt


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Lakewood, CO (Corelite) (effective January 1, 2000) (IAR - January 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Richmond, CA (Shaper) effective March 1, 2004	Salaried Exempt Salaried Non-Exempt

	Chatsworth, CA (RSA) effective January 1, 2005	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Hicksville, NY (effective January 1, 2000)	Salaried Exempt Salaried Non-Exempt

	Vernon Hills, IL - (Effective January 1, 2008)	Salaried Exempt Salaried Non-Exempt

	Burlington, VT - (Effective January 1, 2008)	Salaried Exempt Salaried Non-Exempt

Cooper Power Systems, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Waukesha, WI	Salaried Exempt Salaried Non-Exempt

	Lumberton, MS	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Olean, NY	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	East Stroudsburg, PA (closed May 9, 2003)	Salaried Exempt Salaried Non-Exempt

	Greenwood, SC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Nacogdoches, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Franksville, WI	Salaried Exempt Salaried Non-Exempt

	South Milwaukee, WI	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Macomb, IL (closed December 13, 1999)	Salaried Exempt Salaried Non-Exempt

	Pewaukee, WI (RTE Components)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Waukesha, WI (RTE Distribution - North Street)	Salaried Exempt Salaried Non-Exempt Hourly-Rated


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Waukesha, WI (RTE Small Power-Badger & Lincoln)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Fayetteville, AR	Salaried Exempt Salaried Non-Exempt

	Hood River, OR (closed July 19, 2002)	Salaried Exempt Salaried Non-Exempt

	Richardson, TX (closed June 30, 2000)	Salaried Exempt Salaried Non-Exempt

	Minneapolis, MN (effective January 1, 2007)	Salaried Exempt Salaried Non-Exempt

Cooper Tools, Inc.	Lexington, SC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Hicksville, OH	All

	Dayton, OH	Salaried Exempt Salaried Non-Exempt

	Westminster, MD (Master Power) (closed December 31, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Houston, TX	Salaried Exempt Salaried Non-Exempt

	Springfield, OH	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cleveland, OH (closed July 31, 1999)	Salaried Exempt Salaried Non-Exempt

	Auburn Hills, MI	Salaried Exempt Salaried Non-Exempt

	Apex, NC	Salaried Exempt

	Sales Offices	Salaried Exempt Salaried Non-Exempt

	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	All Distributions Centers (not Campbell Chain)	All

	Raleigh, NC	Salaried Exempt Salaried Non-Exempt

	Statesboro, GA (closed December 31, 2000)	Salaried Exempt Salaried Non-Exempt

	Madison, ME (closed September 30, 1999)	Salaried Exempt Salaried Non-Exempt Hourly-Rated


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Sumter, SC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cheraw, SC (closed March 27, 2004)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Greenville, MS (closed March 12, 2004)	Salaried Exempt Salaried Non-Exempt

	Cullman, AL	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Monroe, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sycamore, IL (closed June 11, 1999)	Salaried Exempt Salaried Non-Exempt

	York, PA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cortland, NY	Salaried Exempt Salaried Non-Exempt

	Campbell Chain Distribution Centers (Chicago/Alsip closed February 27, 2004)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Apex, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Wiring Devices, Inc.	Long Island City, NY (effective April 1, 2001)	Salaried Exempt Salaried Non-Exempt

	Charlotte, NC (effective April 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Phoenix, AZ (effective April 1, 2001)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Georgetown, SC (effective April 1, 2001) (closed June 27, 2004)	Salaried Exempt Salaried Non-Exempt

	Brunswick, ME	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Peachtree City, GA (effective January 1, 2007)	Salaried Exempt Salaried Non-Exempt


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Cooper Wheelock	Long Branch, NJ (also includes Neptune and Oceanport) (effective January 1, 2007)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sarasota, FL (effective January 1, 2008)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Effective January 1, 2009, the following is hereby added to Appendix F of the Plan:

Merger of the GS Metals Corp Retirement Savings Plan

Active Participants as of December 31, 2008, in the GS Metals Corp Retirement Savings Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.

All years of service that a participant has accrued under the GS Metals Corp Retirement Savings Plan will be recognized for purposes of determining a Member’s vested interest in future Company Retirement Contributions under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.

The normal retirement age for all former participants of the GS Metals Corp Retirement Savings Plan will be the later of age 55 or the fifth anniversary of the participant’s Employment Commencement Date.

Merger of the Sure Power, Inc. 401(k) Profit Sharing Plan

Active Participants as of December 31, 2008, in the Sure Power, Inc. 401(k) Profit Sharing Plan were 100% vested in their accrued employer nonelective contributions upon the merger into this Plan.

Active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 are 100% vested in all future Company Retirement Contributions made under the Plan.

Future Company Retirement Contributions for all active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.

All years of service that a participant accrued under the Sure Power, Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan. -

Merger of the MTL Incorporated 401(k) Profit Sharing Plan

Active Participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.

The accrued nonelective contributions of active participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan continue to vest according the vesting schedule defined under the MTL Incorporated 401(k) Profit Sharing Plan

Active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 will continue to vest according to the nonelective vesting schedule as defined under the MTL Incorporated 401(k) Profit Sharing Plan for purposes of future Company Retirement Contributions made under the Plan.

Future Company Retirement Contributions for all active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.

All years of service that a participant accrued under the MTL Incorporated 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

Adopted on 22 October, 2008, and executed at Houston, Texas this 19 ^th day of December, 2008.


COOPER US, INC.

By:		/s/
		Title: VP Controller

SECOND AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, Cooper US, Inc. (hereinafter referred to as the “Company”) merged the Cooper Stock Ownership Plan (hereinafter referred to as the “Cooper ESOP”) into the Cooper Retirement Savings and Stock Ownership Plan (hereinafter referred to as the “Plan”) as of the close of business on December 30, 2005; and

WHEREAS, the Plan was subsequently amended and restated as of January 1, 2008; and

WHEREAS, the Plan was subsequently amended on one occasion; and

WHEREAS, it is desirable to amend the Plan to reflect certain changes;

NOW, THEREFORE, effective as of April 1, 2009, unless specifically amended otherwise, the Plan is hereby amended in the manner hereinafter set forth.

Section 10.7 of the Plan is hereby deleted in its entirety and replaced with the following:

Annuities.

In accordance with procedures established by the Local Administrative Committee, any IAR Member who prior to April 1, 2009 wished to receive distribution of the vested interest in his Separate Account in the form of an annuity under the Cooper Industries, Inc. Retirement Income Annuity Plan (the “Annuity Plan”) could elect to transfer the amount of such benefit to the Annuity Plan as of the date benefits were payable thereunder to be held and distributed in accordance with the terms thereof. Furthermore, any other Member who elected to have his benefit under the Salaried Employees’ Retirement Plan of Cooper Industries, Inc. (the “Salaried Plan”) commence on or before April 1, 2009 in any annuity form could elect to have his Separate Account transferred to the Salaried Plan as of the date benefits were payable thereunder to be held and distributed in accordance with the terms thereof. No such transfers to either the Cooper Annuity Plan or the Salaried Plan shall be allowed after April 1, 2009.

Section 3.3 of the Plan is hereby deleted and replaced with the following effective as of June 1, 2009:

Matching Contributions.

Each Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 50 percent of the Basic Contributions for such payroll period attributable to the first 6 percent of the Compensation of each Member. All Matching Contributions shall be made solely

under the Cooper ESOP. Furthermore, the Employer shall cause to be paid on behalf of each Member an additional Matching Contribution following the close of the Plan Year equal to (a) minus (b), where (a) equals the total Matching Contributions for the Plan Year that are calculated based on the Matching Contribution formula(s) described above for the portion of the Plan Year the formula(s) was in effect for a Plan Year (the actual timing of the Basic Contributions is not considered in determining the additional Matching Contribution) and (b) equals the amount of Matching Contributions that have already been contributed for the Plan Year. In no event, will a Participant’s additional Matching Contribution cause a reduction the Matching Contributions that have already been contributed for the Plan Year.

Section 1.02 of Appendix A of the Plan is hereby deleted and replaced with the following effective as of June 1, 2009:

Safe Harbor ADP Test Rules.

For Plan Years beginning on or after December 31, 1999, and prior to Plan Years beginning on or after December 31, 2008, the test provided in Sections 1.03(3) and 1.04 below shall be deemed to be met if the Plan meets the following Matching Contribution and Notice Requirements for such Plan Year:

Matching Contribution Requirement. Each Member eligible to participate in the Plan shall have Matching Contributions allocated to his Account for a Plan Year which comply with the provisions of Section 401 (k) (12)(A) of the Code and Notice 98-52.

Notice Requirement . Each Member eligible to participate in the Plan shall, within a reasonable period before any Plan Year (or, for a newly eligible Employee, within a reasonable period before the Member first becomes eligible to participate in the Plan), be given written notice of the Member’s rights and obligations under the Plan. The notice shall be sufficiently accurate and comprehensive to apprise the Member of such rights and obligations and shall be written in a manner calculated to be understood by the average Member eligible to participate in the Plan.

Executed at Houston, Texas this 27th day of May, 2009.


COOPER US, INC.

By:		/s/ James P. Williams
Title:		Senior Vice President, Human Resources

THIRD AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, the Plan was amended and restated as of January 1, 2008; and

WHEREAS, the Plan was subsequently amended on two occasions; and

WHEREAS, it is desirable to amend the Plan to reflect certain changes;

NOW, THEREFORE, the Plan is hereby amended in the manner hereinafter set forth effective on the dates specified below.

Definition (49) of Section 1.1 of the Plan is hereby amended, effective June 1, 2009 to provide as follows:

(49) The term “Separate Account” shall mean any of the accounts that are established and maintained in accordance with the provisions of Section 6.4 and that reflect the interest of the Basic Account, Supplemental Account, Matching Account, IAR Account, Rollover Account and the one-time market value adjustment contribution of a Member in the Funds.

Section 3.3 of the Plan is hereby amended, effective July 1, 2009, to provide as follows:

Matching Contributions.

Matching Contributions were suspended effective as of July 1, 2009. Effective October 1, 2009, Matching Contributions were resumed retroactively to July 1, 2009, for all active Members on October 1, 2009, such that each Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 50 percent of the Basic Contributions for such payroll period attributable to the first 6 percent of the Compensation of each Member. All Matching Contributions shall be made solely under the Cooper ESOP. Furthermore, the Employer shall cause to be paid on behalf of each Member an additional Matching Contribution following the close of the Plan Year equal to (a) minus (b), where (a) equals the Matching Contributions that are calculated based on the Matching Contribution formula(s) described above for the portions of the Plan Year the formula(s) was in effect for a Plan Year and (b) equals the amount of Matching Contributions that have already been contributed for the associated portion of the Plan Year. Separate calculations will be performed for each portion of the Plan Year a different Matching Contribution formula was in effect.

Section 3.6 of the Plan is hereby amended, effective June 30, 2009, to provide as follows:

Company Retirement Contributions.

Company Retirement Contributions were suspended, effective July 1, 2009. Effective October 1, 2009, Company Retirement Contributions were resumed for active Members such that each Employer shall cause to be paid to the Trustee as its Company Retirement Contribution for each payroll period an amount which equals 3 percent of each Member’s Compensation minus any forfeitures under Section 7.4. Furthermore, the Employers may make a supplemental Company Retirement Contribution with respect to IAR Members of a Participating Unit in an amount set forth in the IAR Addendum applicable to such Participating Unit.

Article III of the Plan is hereby amended, effective May 4, 2009, by the addition of Section 3.10 to provide as follows:

Market Value Adjustment Contribution.

Each Employer shall cause to be paid to the Trustee a one-time market value adjustment contribution, as set forth below, to the Non-Highly Compensated Employees who previously participated in the MTL Incorporated 401(k) Profit Sharing Plan.


	Name	Contribution Amount
1	Bradley Burton	$	0.12
2	John P Rothman	$	3.37
3	Timothy M Helms	$	3.50
4	Susan M Flammia	$	4.25
5	Victor M Burgos	$	6.08
6	Sam Wijnberg	$	6.36
7	Timothy J Gross	$	7.11
8	Brian J Johnson	$	7.62
9	Kristin Farquhar	$	8.31
10	Jason M Reagor	$	11.19
11	William H Tervay	$	12.41
12	Patricia A Dupont	$	13.88
13	Karen Chillo Williams	$	14.58
14	Lisa Bergman	$	14.72
15	Patricia Peavey	$	15.21
16	Jessica E Nunez	$	16.04
17	Jason C Bass	$	16.90
18	Joseph E Cantu	$	17.32
19	Lori L Lundgren	$	17.65
20	Harry E. Kline	$	18.48
21	Claudette M Kline	$	18.74
22	James M Ricker	$	19.63
23	Thomas Fielder	$	21.90


24	Maureen Lopez	$	23.32
25	Richard Carroll White	$	24.64
26	Keith Gaines	$	25.48
27	Sonja L Anderson	$	26.33
28	Brian Farner	$	30.29
29	Mary Frances Sipes	$	32.39
30	Robert Henry	$	34.73
31	David Martin	$	43.30
32	Mary Susan Jones	$	47.98
33	Robert Wright	$	52.21
34	Nancy L Bordwine	$	55.25
35	Eric Persson	$	61.88
36	Viva L. Grammer	$	66.16
37	Wayne Kienzler	$	73.74
38	Sonia Acevedo	$	104.92
39	Rodney J Baker	$	122.35
40	Alice M. Gray	$	133.23
41	Don Michael Daube	$	148.59
42	Gisselle Turner	$	167.93
43	David J Haddock	$	176.34
44	Francis Garrity	$	227.64
45	Kimberly Kay Debolt	$	275.40
46	Dorothy A Mueller	$	294.40
47	Jere D Haney	$	299.72
48	Nathan W Steinrich	$	335.64
49	Shana Lynn Barger	$	363.38
50	Thomas M McDonnell	$	385.16
51	Alfonse Cavalcante	$	396.67
52	Sharon R. Marts	$	454.26
53	Masood Vohra	$	485.00
54	Richard E Belli	$	544.34
55	Sallie S Spencer	$	561.30
56	John E Traylor	$	763.93
57	Evelyn Borysiewicz	$	933.88
58	Kelly Harper	$	1,115.34
59	Linda June Fretz	$	1,225.34
60	Cheryl T Martin	$	1,276.17
61	David K Manning	$	2,400.90
62	Michael Bryan Murphy	$	2,458.79
63	John R Mims	$	2,664.03
64	Shirley Jean Stitley	$	2,710.75
65	Susan G. Bowser	$	3,910.21
66	Eric Neidinger	$	4,093.67
67	Michelle Susan Green	$	5,039.67
68	Valerie Lynn Kennedy	$	5,985.40
69	John Charles Roth	$	7,078.11
70	Shirley L Gillespie	$	9,387.60

Section 5.1 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Deposit of Contributions .

Any Matching Contributions which are to be credited to a Member’s Matching Account shall be deposited by the Trustee in the Company Stock Fund. Any Company Retirement Contributions which are to be credited to the Company Retirement Account and any Basic Contributions which are to be credited to the Basic Account of a Member and the one-time market value adjustment contribution, shall be deposited in the Funds (other than the Company Stock Fund) elected by such Member pursuant to the provisions of Sections 5.2, 5.3, and 5.4.

Section 5.2 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Investment Elections for Future Basic Contributions.

Each Member shall make an investment election directing the manner in which his future Basic Contributions that are credited to his Account shall be invested under the Plan. The investment election of a Member shall specify a combination, in 1 percent increments, which in the aggregate equals 100 percent, indicating which Fund or Funds his Basic Contributions are to be invested and may direct a change in his investment election on any Valuation Date. Company Retirement Contributions and the one-time market value adjustment contribution shall be invested according to the investment elections specified for Basic Contributions. Any assets held by the Trustee, the investment of which is not directed by a Member, shall be invested as directed by the Plans Administration Committee.

Section 5.3 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Reallocations and Transfers of Past Basic, Supplemental, Rollover and Market Value Adjustment Contributions.

On any Valuation Date, each Member or Inactive Member may elect to have a portion or all of the balance of his past Basic, Supplemental, Company Retirement, Rollover Account or one-time market value adjustment contribution reallocated or transferred from the Fund in which it is invested to one or more of the other Funds (other than the Company Stock Fund or any other Fund composed of securities derived from Company Stock). Any such reallocation shall be made, in one percent increments or in whole dollar amounts, of the balance of such Member’s Basic, Supplemental, Company Retirement and Rollover Accounts or one-time market value adjustment contribution, as of the immediately preceding Valuation Date in the form, time, and manner prescribed by the Plans Administration Committee; provided, however, that any reallocation during extreme market conditions may be restricted pursuant to procedures established by the Plans Administration Committee.

Section 6.4 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Separate Accounts.

Each Member shall have Separate Accounts established and maintained in his name which shall be dependent upon the Funds in which the assets of his Basic, Supplemental, Matching, Company Retirement or IAR, and Rollover Accounts or one-time market value adjustment contribution are invested pursuant to the provisions of the Plan.

Section 7.1 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Vesting in Matching Contributions.

A Member shall be 100 percent vested in the balance of his Matching Account (both regular match and safe harbor match) to which his Matching Contributions are credited.

10.

Section 7.2 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Vesting in Basic, Supplemental, Rollover, Transferred and Market Value Adjustment Contributions.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, and Rollover Accounts to which his Basic, Supplemental, Rollover, and Transferred Contributions are credited. Additionally, a Member shall be 100% vested in the balance of his market value adjustment contribution account.

11.

Section 7.3 of the Plan is hereby amended, effective July 16, 2009, for active Members of the Cooper B - Line/Ellaville, GA facility and effective September 10, 2009, for active Members of the Cooper Wiring Devices/Brunswick, ME facility to provide as follows:

Vesting in Company Retirement Contributions.

Except as specified otherwise in an applicable Addendum, a Member shall be vested in the balance of his Company Retirement Account in accordance with the following schedule:


Years of Vesting Service	Vested Percentage
Less than 2 years		0	%
2 years but less than 3 years		25	%
3 years but less than 4 years		50	%
4 years but less than 5 years		75	%
5 or more years		100	%

Furthermore, effective July 16, 2009, active Members of the Cooper B - Line/Ellaville, GA facility and effective September 10, 2009, active Members of the Cooper Wiring Devices/Brunswick, ME facility, shall be 100% vested in their Company Retirement Contributions.

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed, a Member shall be 100% vested in the balance of his Company Retirement Account:

(i)

attainment of Normal Retirement Age;

(ii)

death; or

(iii)

Total and Permanent Disability.

12.

Section 7.4 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Forfeitures.

If a Member terminates employment and receives a distribution of the vested interest of his Company Retirement Account prior to incurring five consecutive one-year Breaks in Service, any amount which is not vested and which is forfeitable shall be treated as a forfeiture upon distribution to the Member of his vested interest of his Company Retirement Account. In the event a Member has a zero vested balance in his Company Retirement Account, such Company Retirement Account shall be treated as though it was distributed immediately upon the Member’s termination of employment. If a Member receives, or is deemed to have received, a distribution that is less than the value of his Account, and such Member subsequently resumes employment with the Affiliated Group prior to the date he incurs five consecutive one-year Breaks in Service, he shall have the right to repay to the Plan the full amount of the distribution. Upon repayment, the Member’s Account shall be restored to the value thereof at the time the distribution was made. The account may be further increased by the Plan’s income and investment gains and/or losses on the undistributed amount from the date of the distribution to the date of repayment. Restoration of the Company Retirement Account shall include restoration of all protected benefits under Section 411(d)(6) of the Code with respect to such restored benefit in accordance with regulations issued by the Secretary of Treasury. Such restoration shall be made from special contributions of the Company which shall not constitute an annual addition for purposes of Section 415 of the Code. In the event a Member terminates employment with a vested interest in his Company Retirement Account of less than 100% and does not subsequently resume employment with the Affiliated Group prior to incurring five consecutive one-year Breaks in Service, the portion of his Company Retirement Account in excess of his vested interest shall be forfeited as of the end of the Plan Year in which the last of such five consecutive one-year Breaks in Service occurs and such vested interest in the Company Retirement Account attributable to service prior to such five one-year Breaks in Service shall not be increased as a result of any subsequent employment with the Affiliated Group. Forfeitures under this Section 7.4 shall be applied to reduce future Company Retirement Contributions and the

one-time market value adjustment contribution pursuant to the provisions of Section 3.6 and Section 3.10 respectively.

13.

Section 7.7 of the Plan is hereby amended, effective November 25, 2009, to provide as follows:

Transfers .

Notwithstanding the other provisions of this Article VII, years of Vesting Service credited under the Plan shall be subject to the following:

(a) Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with Employer in a capacity other than as an Eligible Employee or (ii) with an Affiliate, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee.

(b) Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with an Affiliate, shall be deemed by such transfer not to lose his credited years of Vesting Service and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of the Affiliated Group; provided, however, that up to such time he shall receive credit for years of Vesting Service for such transferred employment as if it were employment with an Employer as an Eligible Employee.

14.

Section 8.1 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Withdrawals Prior to Age 59-1/2 .

Any Member or Inactive Member who is receiving compensation from an Affiliate and who has not attained age 59-1/2, may file a written request with the Company in the form and within the time period prescribed by the Local Administrative Committee for a withdrawal of an amount credited to his Separate Accounts attributable to Rollover Contributions and Supplemental Contributions. In addition, subject to the provisions set forth below in this Section, a Member or Inactive Member who is receiving compensation from an Affiliate and who has not attained age 59-1/2, may file a written request with the Company in the form and within the time period prescribed by the Local Administrative Committee for a withdrawal of an amount credited to his Separate Account attributable to Basic Contributions, including catch-up Basic Contributions, and the one-time market value adjustment contribution. Such withdrawal shall be permitted only if: (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which cannot be met from other sources including, but not limited to, sources outside the Plan and all other accounts and available loans

under the Plan and which meet the requirements of Section 401(k) of the Code and regulations thereunder relating to hardship withdrawals, and (ii) would not exceed the lesser of the balance of such Separate Account or the amount required to meet the need for which the withdrawal is requested. If the Local Administrative Committee approves such request, such withdrawal shall be made from a Member’s Separate Account in accordance with procedures established by the Local Administrative Committee and the following requirements:

(a) No such withdrawal shall exceed an amount equal to the portion of his Separate Account attributable to Basic Contributions, including catch-up Basic Contributions, and the one-time market value adjustment contribution and its associated earnings.

(b) Such a withdrawal shall be made only for one of the following reasons:

(i)

the payment of expenses incurred or necessary for medical care, described in Section 213(d) of the Code, of the Member or the Member’s spouse or dependents;

(ii)

the purchase (excluding mortgage payments) of a principal residence for the Member;

(iii)

the payment of tuition and related educational fees for the next 12 months of post-secondary education for the Member or the Member’s spouse, children or dependents;

(iv)

to prevent eviction of the Member from, or a foreclosure on the mortgage of, the Member’s principal residence;

For Plan Years beginning after December 31, 2005,

(v)

payment of funeral expenses for the Member’s deceased parents, spouse, children, or dependents or

(vi)

In the event that a Member has a distribution that satisfies the hardship withdrawal requirements of Section 401(k) of the Code, he shall not be permitted to have Basic Contributions or catch-up Basic Contributions made on his behalf under any qualified employer-sponsored plan or any non-qualified employer-sponsored plan for six months from the date of such hardship withdrawal.

15.

Section 10.1 of the Plan is hereby amended, effective June 1, 2009, to provide as follows:

Eligibility for Distribution.

Upon termination of employment with the Affiliated Group, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover Accounts and the vested interest of his Company Retirement Account and one-time market value adjustment contribution account in accordance with the provisions of Sections 10.2 and 10.3.

16.

Section 10.8 of the Plan is hereby amended, effective January 1, 2010, to provide as follows:

Eligible Rollover Distributions.

17.

Addendum XXIV - A of the Plan is hereby amended, effective September 10, 2009, to provide as follows:

IAR ADDENDUM XXIV-A

HOURLY EMPLOYEES OF THE COOPER WIRING DEVICES

DIVISION FACILITY IN BRUNSWICK, MAINE

NAME OF PARTICIPATING UNIT:

The Brunswick, Maine facility of the Cooper Wiring Division (441).

ARTICLE I - DEFINITIONS:

(1)

Section 1.1(35) - Master IAR Entry Date: January 1, 1994

Section 7.3 - VESTING OF COMPANY RETIREMENT CONTRIBUTIONS:

Each Active Member whose employment with the Affiliated Group is terminated on or after September 10, 2009, due to the closing of the Brunswick, Maine facility shall be 100% vested in the balance of his Company Retirement Contributions.

The provisions of the Plan, together with the individual Participating Unit provisions specified herein, shall constitute the terms of the Plan applicable to such Participating Unit.

Adopted on December 8, 2009, and executed at Houston, Texas this 8 ^th day of December, 2009.


COOPER US, INC.

By:		/s/ James P. Williams
Title:		Senior Vice President, Human Resources

156

FOURTH AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, the Plan was amended and restated as of January 1, 2008; and

WHEREAS, the Plan was amended on three subsequent occasions; and

WHEREAS, it is desirable to amend the Plan to reflect certain changes;

NOW, THEREFORE, the Plan is hereby amended in the manner hereinafter set forth effective on the dates specified below.

Section 7.4 of the Plan is hereby amended, effective April 1, 2010, to provide as follows:

Forfeitures.

last of such five consecutive one-year Breaks in Service occurs and such vested interest in the Company Retirement Account attributable to service prior to such five one-year Breaks in Service shall not be increased as a result of any subsequent employment with the Affiliated Group. Forfeitures under this Section 7.4 shall be applied to offset Plan expenses, or reduce future Company Retirement Contributions and the one-time market value adjustment contribution pursuant to the provisions of Section 3.6 and Section 3.10 respectively.

Adopted on May 10, 2010, and executed at Houston, Texas this 10 ^th day of May, 2010.


COOPER US. INC.

By:	/s/ James P. Williams
	Title:	SR VP HR

SIXTH AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, the Plan was amended and restated as of January 1, 2008;

WHEREAS, the Plan was subsequently amended on five occasions;

WHEREAS, Cooper Tools, Inc., a Participating Subsidiary of the Plan, was converted to a limited liability company and renamed Cooper Tools, LLC effective May 1, 2010 and was subsequently spun off to a new entity known as Apex Tool Group, LLC effective July 4, 2010, it being intended that, as part of such spin-off, the portion of the Plan representing the interests of the Eligible Employees of Cooper Tools, LLC would be spun off into a mirror plan established by Cooper Tools, LLC;

WHEREAS, Cooper Power Systems, LLC announced on October 4, 2010 its intention to close its facility in Lumberton, MS and to fully vest the benefits of all Eligible Employees employed at said facility who are terminated on or after that date;

WHEREAS, it is desirable to amend the Plan to reflect such organizational changes and related actions and to make certain other changes to the Plan;

NOW, THEREFORE , the Plan is hereby amended in the manner hereinafter set forth effective on the dates specified below.

1. Effective as of January 1, 2010, Section 10.3 of the Plan is hereby amended to provide as follows:

“Installment Payment Option.

In accordance with procedures established by the Local Administrative Committee, any Member may elect to receive the vested interest of his Separate Account in installment payments. Installment payments need not be equal or substantially equal until such time as the Member reaches his Required Beginning Date (as defined in Section 2.05 of Appendix G hereto). Installment payments that are intended to be equal or substantially equal can be made monthly, quarterly, semi-annually, or annually based on any period not extending beyond the joint life expectancy of the Member and his Beneficiary as determined pursuant to Section 10.4. In the event that the Member dies prior to distribution of his Separate Account, the remaining

balance of such Separate Account shall be paid in a lump sum to his Beneficiary pursuant to the provisions of Article XI”

2. Effective as of May 1, 2010, all references in the Plan to Cooper Tools, Inc. are changed to Cooper Tools, LLC.

3. Effective as of July 4, 2010, Section 1.1(24) is amended by deleting “Cooper Tools, LLC” from the list of Participating Subsidiaries therein.

4. Effective as of July 4, 2010, Appendix D to the Plan is amended by adding the words “(spun off July 4, 2010)” immediately after “Cooper Tools, Inc.” where it appears in the first column thereof entitled “Employer/Division”.

5. Effective as of July 4, 2010, Section 15.6 of the Plan is hereby amended by adding the following at the end of said Section:

“Notwithstanding anything herein to the contrary, but subject always to the provisions of the first paragraph of this Section 15.6, the portion of the Plan representing the interests of the Eligible Employees who are current employees of Cooper Tools, LLC shall be spun off and transferred to a substantially similar plan established by Cooper Tools, LLC as set forth below:

(a)

Cooper Tools, LLC (i) shall have adopted a separate defined contribution pension plan intended to be qualified under Section 401 (a) of the Code to serve as such spin-off plan known as the ‘Cooper Tools Retirement and Savings Plan’ (the ‘Cooper Tools 401(k) Plan’) and containing provisions substantially similar to the provisions of the Plan; and (ii) shall have established under the Cooper Tools 401(k) Plan a trust exempt from federal income taxation under Section 501 (a) of the Code; and

(b)

thereupon, subject to the provisions of Section 414( l ) of the Code, the Trustee shall transfer all assets of the Plan representing the interests of the Eligible Employees who are employees of Cooper Tools, LLC (‘Assumed Employees’) to the Cooper Tools 402(k) Plan, whereupon each Assumed Employee shall be entitled to any benefits accrued under the Plan solely from the Cooper Tools 401(k) Plan upon the terms and conditions therein provided and the Trustee shall have no further liability to any Assumed Employee or to the trustee under the Cooper Tools 401(k) Plan.

For all purposes under the Plan and the Cooper Tools 401(k) Plan, each Assumed Employee shall be considered to be employed and to have been employed by the ‘Employer’ thereunder to the extent he was considered to have been employed by the Employer under the terms of the Plan prior to the date of his becoming an Assumed Employee, and no severance of employment or break or interruption of participation in the Plan by any Assumed Employee shall be deemed to have occurred by reason of said spin-off of Cooper Tools, LLC or transfer of Plan assets relating to any Assumed Employee.

6. Effective as of October 4, 2010, Section 7.3 of the Plan is hereby amended to provide as follows:

“Vesting in Company Retirement Contributions.

Except as specified otherwise in an applicable Addendum, a Member shall be vested in the balance of his Company Retirement Account in accordance with the following schedule:


Years of Vesting Service	Vested Percentage
Less than 2 years		0	%
2 years but less than 3 years		25	%
3 years but less than 4 years		50	%
4 years but less than 5 years		75	%
5 years or more		100	%

Furthermore, effective July 16, 2009, active Members of the Cooper B - Line/Ellaville, GA facility; effective September 10, 2009, active Members of the Cooper Wiring Devices/Brunswick, ME facility; and effective October 4, 2010, active Members of the Cooper Power Systems/Lumberton, MS facility shall be 100% vested in their Company Retirement Contributions.

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed, a Member shall be 100% vested in the balance of his Company Retirement Account:

(i)

attainment of Normal Retirement Age;

(ii)

death; or

(iii)

Total and Permanent Disability.”

Adopted on 13 ^th December, 2010, and executed at Houston, Texas this 13 ^th day of December, 2010.


COOPER US, INC.

By:		/s/ James P. Williams
		Title: Senior VP, Human Resources

SEVENTH AMENDMENT TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

WHEREAS, Cooper US, Inc. (“Cooper”) sponsors the Cooper Retirement Savings and Stock Ownership Plan (“CO-SAV”); and

WHEREAS, Cooper desires to amend CO-SAV to add automatic enrollment and to reflect changes to required minimum distribution requirements for the 2009 plan year;

NOW, THERFORE BE IT RESOLVED that, effective as of January 1, 2012, unless another date is otherwise specified below, CO-SAV is hereby amended in the manner set forth hereinafter below:

(i)	Article II is amended by adding at the end thereof the following new Section:

“2.4

Eligible Automatic Contribution Arrangement (“EACA”)

Eligible Employees and Members who do not make an affirmative deferral election and Members who have elected to defer less than 3% of Compensation as of December 31, 2011, are automatically enrolled in the Plan, pursuant to the following requirements:

(a)

A uniform contribution rate of 3% applies to the automatic contribution for all Eligible Employees and Members.

(b)

The Employer must provide Eligible Employees and Members with a notice (as further described in subparagraph (e) below) describing the EACA provisions and the ability to opt out of the Plan or to modify the automatic contribution amount.

(c)

A Member is permitted to elect to make certain “Permissible Withdrawals” of automatic contributions, and the amount withdrawn is included in the Member’s gross income in the year of the distribution. The premature distribution penalty under Code Section 72(t) is not imposed with respect to the distribution and the arrangement is not treated as violating any restriction on distributions by allowing the withdrawal. With respect to distributions to a Member as a result of this election, Matching Contributions are forfeited or subject to other treatment that the Internal Revenue Service may prescribe. A “Permissible Withdrawal” is defined as any withdrawal from an EACA that is made pursuant to a Member election and consists of automatic contributions and earnings or losses attributable to those contributions. The election must be made within ninety (90) days of the date automatic contributions are first deducted from the Member’s paycheck with respect to the Member under the arrangement. The amount of any distributions under this election must be equal to the amount of automatic contributions made with respect to the first payroll period to which the EACA applied to the Member and any succeeding payroll period beginning before the effective date of the election (adjusted for earnings or losses attributable to those contributions). The effective date cannot be later than the earlier of (i) the

pay date for the second payroll period beginning after the election is made, or (ii) the first pay date that occurs at least 30 days after the election is made. A permissible withdrawal under this paragraph shall not be treated as an Eligible Rollover Distribution.

(d)

An “EACA” is defined as an arrangement under which a Participant may elect to have the Employer make payments as contributions under the Plan or to the Participant directly in cash, under which the Participant is treated as having elected to have the Employer make such contributions in an amount equal to a uniform percentage of Compensation provided under the Plan until the Participant specifically elects not to have such contributions made (or specifically elects to have such contributions made at a different percentage), and which meets the notice requirements of Code Section 414(w)(4), as further described in paragraph (e) below.

(e)

Within a reasonable period before the beginning of each Plan Year (or in the case of an Eligible Employee who does not receive this notice because he/she is not an Member because of becoming eligible after such time, within a reasonable period before the Eligible Employee becomes a Member), each Member covered by an EACA must receive a notice explaining the Member’s rights and obligations under the arrangement. The notice must be sufficiently accurate and comprehensive to inform the Member of such rights and obligations by being written in a manner that is understandable by the average Member to whom the arrangement applies. The reasonable time requirement is satisfied if the Employer provides such notice at least thirty (30) days and no more than ninety (90) days before the beginning of the Plan Year. In the case of an Eligible Employee who does not receive this notice because of becoming eligible after such time, the reasonable time requirement is satisfied if the Employer provides such notice no later than the date the Eligible Employee becomes a Member. However, for an Eligible Employee who becomes a Member immediately, the reasonable timing requirement is satisfied if the notice is provided as soon as practicable after the date the Eligible Employee becomes a Member and the Member is permitted to elect to defer from all types of Compensation that may be deferred under the Plan earned beginning on that date. The notice must explain the Member’s right under the arrangement to elect not to have Elective Deferrals made on the Member’s behalf or to elect to have contributions made in a different amount, and how contributions made under the arrangement will be invested in the absence of any affirmative investment election by the Member. The Member must be given a reasonable period of time after receipt of such notice and before the first automatic contribution is made to make the election with respect to contributions and investments.”

(ii)	Article V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS is amended as follows:

The last sentence of Section 5.1 is amended to replace the phrase “Sections 5.2, 5.3, and 5.4.” with “Sections 5.2, 5.3, 5.4, and 5.5.”

Section 5.2 is amended to add the following new sentence, to be inserted immediately prior to the last sentence of such Section:

“If a Member does not make an affirmative investment election, automatic contributions will be credited to his Account in accordance with the provisions of Section 5.5.”

The following new Section 5.5 is added:

“ 5.5

Default Investment Allocation.

In the event a Member has contributed to the Plan pursuant to an EACA (as defined in Article II), and unless such a Member has made an affirmative investment election in accordance with the provisions of Section 5.2, amounts automatically contributed to his Account pursuant to an EACA will be invested in the Plan’s default investment Fund, as selected by the Plan Administration Committee from time to time.

(iii)

Appendix A “NON-DISCRIMINATION RULES” is amended by adding the following new Section 1.08:

“1.08

Nondiscrimination Tests In An Eligible Automatic Contribution Arrangement.

In the case of an EACA (as defined in Article II) that fails the ADP/ACP nondiscrimination test(s) because of Excess Contributions to an EACA, in order to avoid the 10% penalty imposed on the Employer under Code §4979, the Plan Administration Committee must cause to be forfeited (if forfeitable) or direct the issuance of corrective refunds of the Excess Contributions (together with any income allocable thereto through the end of the Plan Year for which such contributions were made) within six (6) months after the end of the Plan Year to which such ADP test or ACP test relates. Any Excess Contributions (including the allocable income, if any, described in the preceding sentence) that are distributed will be treated as earned and received by the Member in the tax year in which the distribution is made. This special rule only applies if the EACA covers all Eligible Employees under the Plan for the entire Plan Year (or the portion of the Plan Year that the Employee is an Eligible Employee). ”

(iv)	Effective January 1, 2009, Appendix G REQUIRED MINIMUM DISTRIBUTIONS is amended to add a new Section 1.05, as follows:

“1.05

2009 Required Minimum Distributions.

Notwithstanding anything is this Appendix G to the contrary, a Member or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Member,

the joint lives (or joint life expectancy) of the Member and the Member’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009 unless the Member or Beneficiary chooses not to receive such distributions. Members and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence.

In addition, solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs will be treated as Eligible Rollover Distributions.”

IN WITNESS WHEREOF, this amendment is executed this 30 ^th day of December, 2011.


COOPER US, INC.

By:		/s/
Title:		Senior Vice President Human Resources & CAO

EIGHTH AMENDMENT

TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

(January 1, 2008 Restatement)

WHEREAS , Cooper US, Inc. (the “Company”) currently maintains the Cooper Retirement Savings and Stock Ownership Plan (the “Plan”) under a restated plan document which was effective as of January 1, 2008, and which has been amended on several occasions; and

WHEREAS , the Company is a subsidiary of Cooper Industries plc (“Cooper”) which will be acquired by Eaton Corporation through the formation of a new Irish holding company, Eaton Corporation plc (“Eaton”); and

WHEREAS , the Company will be part of the Cooper controlled group acquired by Eaton; and

WHEREAS , the Company wishes to amend certain provisions of the Plan to reflect such acquisition as well as certain revised administrative procedures;

NOW , THEREFORE , effective November 28, 2012, the Plan is amended in the manner hereinafter set forth.

1. Paragraph (13) of Section 1.1 of the Plan is hereby amended to provide as follows:

(13)

The term “ Company Stock ”, on and after the Closing Date, shall mean ordinary shares (common stock) of Eaton and prior to the Closing Date, shall mean common stock of Cooper.

2. Paragraph (18) of Section 1.1 of the Plan is hereby amended to provide as follows:

(18)

The term “ Cooper ” shall mean Cooper Industries plc, its corporate successors, and the surviving corporation resulting from any merger or consolidation thereof with any other corporation or corporations.

3. Paragraph (24) of Section 1.1 of the Plan is hereby amended to provide as follows:

(24)


Participating Subsidiaries

Azonix Corporation Cannon Technologies, Inc. Cooper B-Line, Inc. Cooper Bussmann, LLC. Cooper Crouse-Hinds, LLC Cooper Crouse-Hinds MTL, Inc. Cooper Electrical International, LLC Cooper Interconnect, Inc. Cooper Lighting, LLC Cooper Notification, Inc.		Cooper Power Systems, LLC Cooper Wheelock, Inc. Cooper Wiring Devices, Inc. Elpro Technologies LLC Hernis Scan Systems – US Inc. Martek Power, Inc. Martek Power Laser Drive, LLC RTK Instruments, LLC Standard Automation & Control LP Sure Power, Inc.

4. Paragraph (34) of Section 1.1 of the Plan is hereby amended to provide as follows:

(34)

The term “ Local Administrative Committee ”, prior to the Closing Date, shall mean the individual administrative committee appointed with respect to the Plan by the Plans Administration Committee pursuant to the Plans Management Procedure. Notwithstanding the foregoing, on and after the Closing Date, all references in the Plan to the Local Administrative Committee shall mean the Company.

5. Paragraph (44) of Section 1.1 of the Plan is hereby amended to provide as follows:

(44)

The term “ Plans Administration Committee ”, prior to August 1, 2011, shall mean the committee appointed by the Chief Executive Officer of Cooper pursuant to the Plans Management Procedure to establish, amend, terminate, monitor and administer the benefit plans of the Affiliated Group pursuant to the provisions of the Plans Management Procedures. On and after August 1, 2011, and prior to the Closing Date, all references in the Plan to the Plans Administration Committee shall mean the CBPC; and on and after the Closing Date, all such references shall mean the Pension Administration Committee appointed by the Eaton Board of Directors or its delegatee.

- 2 -

6. Paragraph (45) of Section 1.1 of the Plan is hereby amended to provide as follows:

(45)

The term “ Plans Management Procedure ”, prior to the Closing Date, shall mean the procedures adopted by the Board of Directors of Cooper to allocate and delegate fiduciary responsibilities with respect to the benefit plans of the Affiliated Group. On and after the Closing Date, all references in the Plan to the Plans Management Procedure shall mean the procedures established by the Company or the Pension Administration Committee of Eaton or its delegatee.

7. Section 1.1 of the Plan is hereby amended by the addition of Paragraphs (61), (62), and (63) at the end thereof to provide as follows:

(61)

The term “ CBPC ”, on and after August 1, 2011, but prior to the Closing Date, shall mean the Cooper Benefit Plans Committee to which certain individuals are appointed by the Chief Executive Officer of Cooper pursuant to the terms of the Plans Management Procedure to perform certain administrative and investment duties with respect to the Plan. Notwithstanding the foregoing, on and after the Closing Date, all references to the CBPC shall mean the Pension Administration Committee appointed by the Eaton Board of Directors or its delegatee.

(62)

The term “ Closing Date ” shall mean the date on which Cooper is acquired by Eaton Corporation through the formation of a new Irish holding company, Eaton Corporation plc.

(63)

The term “ Eaton ” shall mean Eaton Corporation plc.

8. Section 2.1 of the Plan is hereby amended to provide as follows:

2.1

Commencement of Participation.

Each Eligible Employee shall become a Member and participate in the Plan as of his Employment Commencement Date, or if later, the date on which such Eligible Employee is employed at a facility listed on Appendix D. Notwithstanding the foregoing and any other provision of the Plan to the contrary, in no event, on and after the Closing Date, shall any individual, who transfers to a facility that is listed on Appendix D from an Affiliate facility that is not listed on Appendix D, become a Member under the Plan.

- 3 -

9. Section 6.2 of the Plan is hereby amended to provide as follows:

6.2

Company Stock Fund .

Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested primarily in Company Stock and may, from time to time, be invested in a short term investment fund managed by the Trustee. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market or, on and after the Closing Date, from Eaton pursuant to mutually acceptable procedures; provided, however, that any such purchase shall be made only in exchange for fair market value as required under ERISA and the Code. Notwithstanding any other provision of the Plan, (a) Eaton shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law, and (b) Eaton shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Pension Investment Committee of Eaton.

10. Section 15.10 of the Plan is hereby amended by the deletion of the reference to the “State of Texas” and the substitution of the reference to the “State of Ohio” in place thereof.

11. Appendix D of the Plan is hereby amended to provide as follows:

APPENDIX D

ACTIVE COVERED FACILITIES AND EMPLOYMENT CLASSIFICATIONS


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Azonix Corporation	Billerica, MA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Fremont, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Houston, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cannon Technologies, Inc.	Carrington, ND	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 4 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Germantown, MD	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Plymouth, MN	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sioux City, IA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper B-Line, Inc.	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Franklin Park, IL	Salaried Exempt Hourly-Rated

	Highland, IL	Salaried Exempt Salaried Non-Exempt

	Modesto, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Norcross, GA	Salaried Exempt Salaried Non-Exempt

	Reno, NV	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sherman, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Troy, IL	Salaried Exempt Salaried Non-Exempt

	Pinckneyville, IL	Salaried Exempt Salaried Non-Exempt

	Ellaville, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Corona, GA (Richter -Tolco)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Bussmann, LLC	Ellisville, MO	Salaried Exempt Salaried Non-Exempt

	Black Mountain, NC	All

	Goldsboro, NC	All

	Woodale, IL (formerly Chicago, IL (USD))	Salaried Exempt Salaried Non-Exempt

	El Paso, TX	Salaried Exempt Salaried Non-Exempt

	Dublin, CA (Powerstor)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 5 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Boca Raton, FL	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Crouse-Hinds, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Syracuse, NY	Salaried Exempt Salaried Non-Exempt

	Amarillo, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Windsor, CT	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	LaGrange, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Roanoke, VA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Montebello, CA	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Thepitt Manufacturing)	Salaried Exempt Salaried Non-Exempt

	Meadow Lands, PA (Major Liting)	Salaried Exempt Salaried Non-Exempt

	Houston, TX (formerly ICI)	Salaried Exempt Salaried Non-Exempt

	Camarillo, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Salem, NJ	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Sarasota, FL	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Moorpark, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Gardena, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Chelsea, MA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Houston, TX (MEDC Sales)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 6 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Norwalk, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Ontario, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Pearland, TX (Pauluhn)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Crouse-Hinds MTL, Inc.	W. Melbourne, FL	All

	Houston, TX	All

	Roanoke, VA	All

Cooper Electrical International, LLC	Houston, TX	Salaried Exempt Salaried Non-Exempt

Cooper Interconnect, Inc.	Camarillo, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Chelsea, MA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	LaGrange, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Moorpark, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Salem, NJ	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Syracuse, NY	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Lighting, LLC	All Sales and Distribution Centers	All

	Elk Grove Village, IL	Salaried Exempt Salaried Non-Exempt

	Ontario, CA	Salaried Exempt Salaried Non-Exempt

	Americus, GA	Salaried Exempt Salaried Non-Exempt

	Eufaula, AL	Salaried Exempt Salaried Non-Exempt

	Preston, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 7 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Vicksburg, MS	Salaried Exempt Salaried Non-Exempt

	Peachtree City, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Cranbury, NJ	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Richmond, CA (Shaper)	Salaried Exempt Salaried Non-Exempt

	Hicksville, NY	Salaried Exempt Salaried Non-Exempt

	Vernon Hills, IL	Salaried Exempt Salaried Non-Exempt

	Burlington, VT	Salaried Exempt Salaried Non-Exempt

	Irvine, CA (IMS)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Van Nuys, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Aurora, CO	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Ellaville, GA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Irving, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Notification, Inc.	Sarasota, FL (Madahcom)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Arlington, VA (Madahcom)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Bradenton, FL (Madahcom)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Power Systems, LLC	All Sales Offices	Salaried Exempt Salaried Non-Exempt

	Waukesha, WI	Salaried Exempt Salaried Non-Exempt

	Olean, NY	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 8 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
	Greenwood, SC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Nacogdoches, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Franksville, WI	Salaried Exempt Salaried Non-Exempt

	South Milwaukee, WI	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Pewaukee, WI (RTE Components)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Waukesha, WI (RTE Distribution – North Street)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Waukesha, WI (RTE Small Power-Badger & Lincoln)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Fayetteville, AR	Salaried Exempt Salaried Non-Exempt

Cooper US, Inc. Corporate Office	Houston, TX (includes employees paid from Corporate)	Salaried Exempt Salaried Non-Exempt

Cooper Wheelock	Long Branch, NJ (also includes Neptune and Oceanport)	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Cooper Wiring Devices, Inc.	Long Island City, NY	Salaried Exempt Salaried Non-Exempt

	Charlotte, NC	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Phoenix, AZ	Salaried Exempt Salaried Non-Exempt Hourly-Rated

	Peachtree City, GA	Salaried Exempt Salaried Non-Exempt

	Brunswick, ME	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Elpro Technologies, LLC	San Diego, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Hernis Scan Systems – US, Inc.	Houston, TX	Salaried Exempt Salaried Non-Exempt Hourly-Rated

- 9 -


EMPLOYER/DIVISION	COVERED FACILITY	COVERED EMPLOYEE CLASSIFICATION
Martek Power Inc.	Torrance, CA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Martek Power Laser Drive, LLC	Gibsonia, PA	Salaried Exempt Salaried Non-Exempt Hourly-Rated

RTK Instruments, LLC	Union, NJ	All

Standard Automation & Control LP	League City, TX	All

	Irving, TX	All

	Tempe, AZ	All

	Hampton, NH	All

Sure Power, Inc.	Tualatin, OR	Salaried Exempt Salaried Non-Exempt Hourly-Rated

Adopted on November 28, 2012, and executed at Houston, Texas, this 29th day of November, 2012.


COOPER US, INC.

By:		/s/ Heath B. Monesmith
Title:		Vice President, Human Resources

- 10 -

AMENDMENT TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

FOR THE PENSION PROTECTION ACT OF 2006

AND

THE HEROES EARNINGS ASSISTANCE AND RELIEF TAX ACT OF 2008

The below named Employer hereby amends the Cooper Retirement Savings and Stock Ownership Plan (hereinafter referred to as “the Plan”) pursuant to the authority contained in Section 14.1 of the Plan to reflect the applicable provisions of the Pension Protection Act of 2006 (PPA) and the Heroes Earnings Assistance and Relief Tax (HEART) Act of 2008. This Amendment is intended to provide good faith compliance with the requirements of those provisions (and any related optional provisions) and shall be effective for Plan Years beginning on or after January 1, 2008 (unless otherwise indicated), and shall supersede any inconsistent provisions of the Plan.

The Plan is hereby amended as follows:

1.	Paragraph (15) of Section 1.1 entitled “Compensation” is amended to comply with Section 105 of the HEART Act, effective for payments made after December 31, 2008, by adding the following new paragraph at the end of said paragraph:

“Differential wage payments under Section 414(u)(12) of the Code made by the Employer to reservists during active military duty are treated as W-2 wages subject to income tax withholding and are treated as Compensation for purposes of benefit accruals.”

2.	Article VIII entitled “Withdrawals While Employed” is amended by adding at the end thereof a new Section 8.5 (along with a corresponding change in the Table of Contents), to read as follows:

“8.5 Qualified Reservist Distributions .

Effective for distributions on or after August 17, 2006, a Member who is ordered or called to active duty after September 11, 2001 may take a Qualified Reservist Distribution as defined in Section 72(t)(2)(G)(iii) of the Code if the following are satisfied:

(1)

the distribution consists solely of Basic Contributions to the Plan;

(2)

the Member was ordered or called to active duty for a period in excess of one hundred and seventy nine (179) days or for an indefinite period; and

(3)

the distribution from the Plan is made during the period which begins on the date of such order or call and ends at the close of the active duty period.

The ten percent (10%) early withdrawal penalty tax under Section 72(t) of the Code will not apply to a Qualified Reservist Distribution which meets the requirements stated above.”

3.	Effective for Plan Years beginning after December 31, 2006, Section 10.2 entitled “Distribution of Separate Accounts” is amended by adding at the end of the second sentence the following two new sentences to read as follows:

“Such distribution shall be paid to the Member as soon as practicable after complying with the Federal tax withholding rules without the need for spousal consent. Terminated Members receiving an involuntary distribution of $200 or more must be notified of their right to have such amounts directly rolled over to an IRA or other Eligible Retirement Plan (as defined in Section 10.8 below) of their choosing.”

4.	Effective for Plan Years beginning after December 31, 2006, the last sentence of Section 10.2 entitled “Distribution of Separate Accounts” is amended by replacing the number “90” with the number “180”.

5.	Section 10.8 entitled “Eligible Rollover Distributions” is amended by deleting it in its entirety and substituting in its place the following:

“10.8 Eligible Rollover Distributions .

Each Member and Beneficiary who elects an Eligible Rollover Distribution as defined herein may elect in the time and in a manner prescribed by the Local Administrative Committee to have all or any portion of such Eligible Rollover Distribution transferred via direct rollover to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover Distribution to an Eligible Retirement Plan. Notwithstanding the foregoing, the Member or Beneficiary may elect, after receiving the notice required under Section 402(f) of the Code, such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such individual is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing. For purposes of this Section 10.8, except as otherwise described herein, the term “Eligible Retirement Plan” shall mean: (a) any individual retirement account described in Section 408(a) of the Code; (b) any individual retirement annuity described in Section 408(b) of the Code; (c) any trust that meets the requirements of Section 40l(a) of the Code; (d) any annuity plan described in Section 403(a) of the Code; (e) an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (“governmental 457 plan”) and that separately accounts for amounts rolled into such plan from eligible retirement plans not described in said Section 457(b); (f) an annuity contract described in Section 403(b) of the Code; and (g) effective January 1, 2008, a Roth IRA as described in Section 408A of the Code, provided that for Eligible Rollover Distributions made in 2008 or in 2009, the same income and tax filing status restrictions that apply to a rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a Roth IRA. In addition, the term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member (or Beneficiary, if applicable, as discussed earlier in this sentence) or the joint lives of the Member/Beneficiary and a designated beneficiary; (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (iii) the portion of any distribution which is not includible in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to Employer securities); (iv) any distribution which is made upon hardship of a Member; (v) any excess amounts that are returned to a Member in accordance with Sections 1.06 and 1.07 of Appendix A and Section 1.03 of Appendix B; (vi) any other distribution that is reasonably expected to total less than $200 during a year; (vii) any corrective distributions of excess elective deferrals under Section 402(g) of the Code and the income allocable thereto; (viii) any corrective distributions of Excess Contributions and the income allocable thereto; (ix) any PS 58 costs; or (x) any dividends paid on securities under Section 404(k) of the Code. A direct rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Member or Beneficiary. See Section 10.9 for the requirements applicable to a direct rollover by a non-spouse beneficiary who is a designated beneficiary (within the meaning of Section 401(a)(9) of the Code).

Effective January 1, 2007, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified plan described in Section 401(a) or 403(a) of the Code, or an annuity contract described in Section 403(b) of the Code, which qualified plan or 403(b) plan agrees to separately account for amounts so transferred (with any earnings thereon) including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible, or, effective January 1, 2008, to a Roth IRA, provided that for amounts transferred in 2008 or in 2009, the same income and tax filing restrictions that apply to a rollover from a traditional IRA to a Roth IRA are complied with by the distributee.

Effective for distributions made after December 31, 2006, in the case of an Eligible Rollover Distribution to a non-spouse Designated Beneficiary, an Eligible Retirement Plan is an individual retirement or individual retirement annuity as defined in Sections 408(a) and 408(b) of the Code that is treated as an inherited IRA. A Direct Rollover of a distribution by a non-spouse Beneficiary is a rollover of an Eligible Rollover Distribution for purposes of Section 402(c) of the Code only. Accordingly, the distribution is not subject to the Direct Rollover requirements of Section 401(a)(31) of the Code, the notice requirements of Section 402(f) of the Code, or the mandatory withholding requirements of Section 3405(c) of the Code. If an amount is distributed from a Plan and is received by a non-spouse Beneficiary, the distribution is not eligible for rollover.

For Eligible Rollover Distributions by a non-spouse Designated Beneficiary made after 2007, an Eligible Retirement Plan shall also include a Roth IRA as described in Section 408A of the Code, provided that for

Eligible Rollover Distributions made in 2008 or in 2009, the same income and tax filing status restrictions that apply to a rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a Roth IRA.

For purposes of this paragraph, to the extent provided in rules prescribed by the Secretary, a trust maintained for the benefit of one or more designated beneficiaries shall be treated in the same manner as a Designated Beneficiary.”

Section 10.9 entitled “Direct Transfer by Non-Spouse Beneficiary” is amended to (1) change the title to “Direct Rollover by Non-Spouse Beneficiary” (along with a corresponding change in the Table of Contents), and (2) the first sentence is amended by deleting the word “direct” before the word “transfer” and by adding the phrase “via direct rollover” after the word “transfer”, and (3) the first sentence is further amended by adding after the cite “Code Section 408(b)” the words “or, effective January 1, 2008, to a Roth IRA (provided that for amounts transferred in 2008 or 2009, the same income and tax filing restrictions that apply to a rollover from a traditional IRA to a Roth IRA are complied with by the distributee.)”

7.	Article XII entitled “Plan Administration” is amended by adding at the end thereof the following new Section 12.10 (along with a corresponding change in the Table of Contents), to read as follows:

“12.10 Application of ERISA Section 404(c) .

The Plan is intended to constitute a plan described in Section 404(c) of ERISA. The protections of ERISA Section 404(c) will be extended to the investment in certain default funds (Qualified Default Investment Arrangements (QDIAs)) if the Plan meets certain requirements. The QDIA requirements may apply to other arrangements where Member accounts are automatically invested in default funds. In order for the protections of ERISA Section 404(c) to apply, the Plan must meet the following conditions:

(a) Assets invested on behalf of a Member or Beneficiary must be invested in a QDIA, which is one of the following:

(1) a lifecycle or target date fund that mixes investments taking into account an individual’s age, life expectancy or target retirement date and is diversified to minimize the risk of large losses;

(2) a balanced fund that mixes investments taking into account characteristics of an entire Member group and is diversified to minimize the risk of large losses;

(3) an investment management service such as a managed account or asset allocation service that allocates contributions among existing Plan investment options to provide an asset mix that takes into account an individual’s age, life expectancy or a target retirement date, and is diversified to minimize the risk of large losses;

(4) a capital preservation investment such as a stable value fund or a money market fund, provided it is only available to the individual for the first 120 days after becoming a Member in the Plan, and provided the Plan permits withdrawals in accordance with Section 414(w) of the Code. The Plan must then transfer the assets to an otherwise acceptable QDIA; or

(5) for assets invested in the fund or portfolio before December 24, 2007, a stable value fund, provided this fund does not impose fees or surrender charges and invests primarily in investment products that are backed by a state or federally regulated financial institution.

The QDIA cannot hold Employer securities, except as permitted under ERISA Regulation Section 2550.404c-5(e)(1)(ii).

(b) A Member or Beneficiary must have the opportunity to direct investment of the assets in his or her Plan account, but must not have directed the investment of these assets;

(d) Members and Beneficiaries described in ERISA Regulation Section 2550.404c-5(c)(2) must receive an initial notice at least thirty (30) days before the date of Plan eligibility or at least thirty (30) days before contributions are first invested in the QDIA on their behalf. Alternatively, the initial notice may be provided on or before the date the individual is first eligible under the Plan, provided the Member has the opportunity to make a withdrawal in accordance with Section 414(w) of the Code. Members and Beneficiaries described in ERISA Regulation Section 2550.404c-5(c)(2) must also receive an annual notice within a reasonable period of time of at

least thirty (30) days in advance of each subsequent Plan Year. The notice must be written in a manner that is understandable by the average Plan participant and must contain the following provisions:

(1) A description of how and when a Member’s or Beneficiary’s account will be invested in a QDIA. Automatic enrollment plans must include a description of when automatic contributions will be withheld, the automatic contribution amount, and the Member’s right to not make Basic Contributions or to change the automatic contribution rate;

(2) An explanation of a Member’s or Beneficiary’s right to direct the investment of his or her account and an explanation of any fees involved in connection with transferring amounts to another investment;

(3) A description of the QDIA, its investment objectives, risk and return characteristics, and any fees or expenses that will apply;

(4) A description of Members’ and Beneficiaries’ right to direct the investment of assets invested in the QDIA to any other investment alternative under the Plan, including a description of any applicable restrictions, fees, or expenses in connection with the transfer; and

(5) An explanation of where Members and Beneficiaries may obtain investment materials concerning other investment options under the Plan, as applicable.

(e) The Plan must provide Members the opportunity to change investments in the QDIA at least as often as they can change any other investment, but in no event less than quarterly. The QDIA cannot impose financial penalties or restrict the ability to transfer all or part of the QDIA assets to another investment option for a 90-day period, other than fees and expenses that are charged on an ongoing basis for the operation of the QDIA itself and are not based on the Member’s or Beneficiary’s decision to withdraw, sell, or transfer assets out of the QDIA.

(f) The Plan must provide Members and Beneficiaries described in ERISA Regulation Section 2550.404c-5(c)(2) with the same investment materials it provides to those making affirmative investment elections.”

8.	Effective for Plan Years beginning after December 31, 2006, Article XIII entitled “Cooper ESOP” is amended to add a new Section 13.5 (along with a corresponding change in the Table of Contents), to read as follows:

“13.5 Diversification Requirements for Company Stock.

The following diversification requirements apply and Company Stock as used in this Section 13.5 shall have the meaning set forth herein.

(1) Employee Contributions Invested In Employer Securities — If any portion of an Employee contribution account is invested in Company Stock, then the Applicable Individual (as defined in paragraph (3) below) with respect to such accounts may elect to direct the Local Administrative Committee to divest such Company Stock and to reinvest an equivalent amount in other investment options meeting the requirements of paragraph (4) below.

(2) Employer Contributions Invested In Company Stock — If a portion of the Member’s Account with regard to Employer contributions is invested in Company Stock, the Applicable Individual (as defined in paragraph (3) below) with respect to such Company Stock who is either a Member who has completed at least three (3) Years of Service or a Beneficiary (within the meaning of paragraph (3) below) of a Member (who has either completed at least three (3) Years of Service or died) may elect to direct the Local Administrative Committee to divest any such Company Stock and to reinvest an equivalent amount in other investment options meeting the requirements of paragraph (4) below.

(3)

Applicable Individual — An Applicable Individual for purposes of this Section 13.5 is:

(i) any Member, or

(ii) any Beneficiary who has an account under the Plan with respect to which the

Beneficiary is entitled to exercise the rights of a Member.

(4) Investment Options — The Applicable Individual may direct the proceeds from the divestment of Company Stock to not less than three (3) investment options, other than Company Stock.

Each such investment option must be diversified and have materially different risk and return characteristics subject to the following:

(i) The Plan shall not be treated as failing to meet the requirements of this Section 13.5 merely because the Local Administrative Committee limits the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less frequently than quarterly.

(ii) The Plan shall not meet the requirements of this Section 13.5 if the Local Administrative Committee imposes restrictions or conditions with respect to the investment of Company Stock which are not imposed on the investment of other assets of the Plan. This subparagraph shall not apply to any restrictions or conditions imposed by reason of the application of securities laws.

(5) Exception For Certain Plans — The Plan shall be exempt from the requirements of this Section 13.5 if:

(i) The Plan is an ESOP and there are no contributions to the Plan (or earnings thereunder) which are held within the Plan that are subject to Section 401(k) or (m) of the Code, and the Plan is a separate plan for purposes of Section 414(1) of the Code with respect to any other defined benefit plan or defined contribution plan maintained by the Employer or any controlled group member, or

(ii) The Plan is a “one-participant retirement plan” as described in Section 401(a)(35)(E)(iv) of the Code, or

(iii) The Plan does not hold any Company Stock.

(6) Certain Plans Treated As Holding Publicly Traded Employer Securities — Except as provided in the following paragraph, if the Plan holds Employer securities which are not publicly traded, it shall be treated as holding Company Stock if any corporation which is an Employer maintaining the Plan, or any member of a controlled group of corporations which includes such Employer corporation, has issued a class of stock which is a publicly traded Employer security.

The preceding paragraph shall not apply to the Plan if no Employer corporation or parent corporation of an Employer corporation, has issued any publicly traded Employer security and no Employer corporation or parent corporation of an Employer corporation has issued any special class of stock which grants particular rights to, or bears particular risks for, the holder or issuer with respect to any corporation described in the preceding paragraph which has issued any publicly traded Employer security.

(7) Transition Rule For Company Stock Attributable To Employer Contributions— If the portion of an account to which Section 13.5(2) applies consists of Company Stock acquired in a Plan Year beginning before January 1, 2007, then Section 13.5(2) shall only apply to the applicable percentage of such Company Stock. This provision shall be applied separately with respect to each class of Company Stock. For purposes of this paragraph, the applicable percentage shall be 33% for the first Plan Year to which Section 401(a)(35)(H) of the Code applies, 66% for the second Plan Year, and 100% for the third and following Plan Years.

The above transition rule shall not apply to a Member who has attained age fifty-five (55) and completed at least three (3) Years of Service before the first Plan Year beginning after December 31, 2005.

Notwithstanding the foregoing provisions, the Employer may provide Plan Members with greater or full diversification rights with respect to Employer contributions invested in Company Stock as more particularly set forth in employer stock investment procedures or a similar document approved by the Employer.

(8) Company Stock — For purposes of this paragraph, Company Stock shall mean Employer securities within the meaning of Section 407(d)(1) of ERISA, which are readily tradable on an established security market. This paragraph only applies to plans that hold Company stock that is publicly traded.”

The first sentence of Section 1.06 of Appendix A entitled “Excess Elective Deferrals” is amended, effective as of Plan Years beginning after December 31, 2007, by adding directly after the phrase “adjusted for income or loss attributable to such excess elective deferral” the phrase “through the end of such taxable year.”

10.	The third sentence of Section 1.07 of Appendix A entitled “Calculation and Distribution Of Excess Contributions” is amended, effective for Plan Years beginning after December 21, 2007, by adding directly

after the phrase “Excess Contributions plus any income and minus any loss allocable thereto,” the phrase “through the end of the Plan Year for which such contributions were made,”.

11.	Section 1.02(c) of Appendix B is amended by adding at the end thereof the following new sentence:

“Differential wage payments under Section 414(u)(12) of the Code made by the Employer to reservists during active military duty are treated as W-2 wages subject to income-tax withholding:”

12.	Section 1.06 of Appendix C entitled “Modification of Top-Heavy Rules” is amended by the deletion of the entire sentence thereunder and the replacement with the following, effective for Plan Years beginning after 2007, to read as follows:

“In any Plan Year in which the Plan consists solely of (i) Basic Contributions under a cash or deferred arrangement which meet the requirements of Section 401(k)(12) or 401(k)(13) of the Code and (ii) Matching Contributions which meet the requirements of Section 401(m)(11) or 401(m)(12) of the Code, then such Plan will be exempt from the Top-Heavy requirements of Section 416 of the Code. Furthermore, if the Plan (but for the prior sentence) would be treated as a Top-Heavy Plan because the Plan is a member of an aggregation group which is a Top-Heavy Group, then the contributions under the Plan may be taken into account in determining whether any other plan in the aggregation group meets the Top-Heavy requirements of Section 416(c)(2) of the Code.”

13.	Section 2.01 of Appendix G entitled “Required Minimum Distributions” is amended to correct a typographical error by replacing the citation “Treas. Regs. Section 1.401 (a)(9)-1, Q&A-4,” with the citation “Treas. Regs. Section 1.401(a)(9)-4, Q&A-4”.

14.	Section 2(a) of the Loan Policy Document of the Plan is amended, effective for Plan Years beginning after December 31, 2006, by replacing the number “90” with the number “180”.

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its duly authorized representative, this 8 ^th day of December, 2009.



By:		James P. Williams

Title:		Senior Vice President Human Resources

Signature:		/s/ James P. Williams

Employer: Cooper Industries, Inc.

Account Number: JK62202

Plan Name: Cooper Retirement Savings and Stock Ownership Plan

AMENDMENT TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

FOR THE PENSION PROTECTION ACT OF 2006

AND

THE HEROES EARNINGS ASSISTANCE AND RELIEF TAX ACT OF 2008

[PPA/HEART Act Amendment #2]

The below named Employer hereby amends the Cooper Retirement Savings and Stock Ownership Plan (hereinafter referred to as “the Plan”) pursuant to the authority contained in Section 14.1 of the Plan to reflect certain provisions of the Pension Protection Act of 2006 (PPA) and the Heroes Earnings Assistance and Relief Tax (HEART) Act of 2008. This Amendment is intended to provide good faith compliance with the provisions discussed below and shall supersede any inconsistent provisions of the Plan.

The Plan is hereby amended as follows:

Paragraph (15) of Section 1.1 entitled “Compensation” is amended to comply with Section 105 of the HEART Act effective for payments made after December 31, 2008 by revising the last paragraph at the end of said paragraph to read as follows:

“Differential wage payments (as defined under Section 3401(h) of the Code) made by the Employer to Members are treated as W-2 wages subject to income tax withholding and are treated as Compensation for purposes of benefit accruals. These payments must be treated as Compensation under Section 415(c)(3) of the Code and Section 1.415-2(d) of the Treasury Regulations.”

Section 10.8 entitled “Eligible Rollover Distributions” is amended by deleting it in its entirety and substituting in its place the following:

“10.8 Eligible Rollover Distributions.

Each Member and Beneficiary who elects an Eligible Rollover Distribution as defined herein may elect in the time and in a manner prescribed by the Local Administrative Committee to have all or any portion of such Eligible Rollover Distribution transferred via direct rollover to an Eligible Retirement Plan. Notwithstanding the foregoing, the Member or Beneficiary may elect, after receiving the notice required under Section 402(f) of the Code, such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such individual is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing. For purposes of this Section 10.8, except as otherwise described herein, the term “Eligible Retirement Plan” shall mean: (a) any individual retirement account described in Section 408(a) of the Code; (b) any individual retirement annuity described in Section 408(b) of the Code; (c) any trust that meets the requirements of Section 40l(a) of the Code; (d) any annuity plan described in Section 403(a) of the Code; (e) an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state {“governmental 457 plan”) and that separately accounts for amounts rolled into such plan from eligible retirement plans not described in said Section 457(b); (f) an annuity contract described in Section 403 (b) of the Code; and (g) effective January 1, 2008, a Roth IRA as described in Section 408A of the Code, provided that for Eligible Rollover Distributions made in 2008 or in 2009, the same income and tax filing status restrictions that apply to a rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a Roth IRA. In addition, the term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member (or Beneficiary, if applicable, as discussed earlier in this sentence) or the joint lives of the Member/Beneficiary and a designated beneficiary; (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (iii) the portion of any distribution which is not includible in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to Employer securities); (iv) any distribution which is made upon hardship of a Member; (v) any excess amounts that are returned to a Member in accordance with Sections 1.06 and 1.07 of Appendix A and Section 1.03 of Appendix B; (vi) any other distribution that is reasonably expected to total less than $200 during a year; (vii) any corrective distributions of excess elective deferrals under Section 402(g) of the Code and the income allocable thereto; (viii) any corrective distributions of Excess Contributions and the income allocable thereto; (ix) any PS 58 costs; or (x) any dividends paid on securities under Section 404(k) of the Code. A direct rollover is a payment by the Plan to the Eligible Retirement Plan specified by the

Member or Beneficiary. See Section 10.9 for the requirements applicable to a direct rollover by a non-spouse beneficiary who is a designated beneficiary (within the meaning of Section 401(a)(9) of the Code).

Effective for distributions made after December 31, 2006, in the case of an Eligible Rollover Distribution to a non-spouse designated Beneficiary defined in Section 1.25, an Eligible Retirement Plan is an individual retirement or individual retirement annuity as defined in Sections 408(a) and 408(b) of the Code that is treated as an inherited IRA. If an amount is distributed from a Plan and is received by a non-spouse Beneficiary, the distribution is not eligible for rollover.

For Eligible Rollover Distributions made after 2007 by a non-spouse designated Beneficiary which are not attributable to distributions from a Roth elective deferral account, an Eligible Retirement Plan shall also include a Roth IRA as described in Section 408A of the Code, provided that for Eligible Rollover Distributions made in 2008 or in 2009, the same income and tax filing status restrictions that apply to a rollover from a traditional IRA into a Roth IRA, will also apply to rollovers to a Roth IRA from accounts other than a Roth elective deferral account. A non-spouse designated Beneficiary, other than a former spouse who is an alternate payee under a qualified domestic relations order, cannot elect to treat the Roth IRA as his or her own. In the case of a rollover where the non-spouse designated Beneficiary cannot treat the Roth IRA as his or her own, required minimum distributions from the Roth IRA are determined in accordance with Notice 2007-7, Q&As 17, 18 and 19 and any subsequent IRS guidance. For taxable years beginning before January 1, 2010, a non-spouse designated Beneficiary cannot make a qualified rollover contribution to a Roth IRA from an Eligible Retirement Plan other than a Roth IRA, if he or she has modified adjusted gross income exceeding $100,000 or is married and files a separate return.”

Effective January 1, 2010, new Section 10.10 entitled “Special Section 414(u)(12)(B) of the Code Rule for Distributions – Deemed Severance From Employment” is added (along with a corresponding change in the Table of Contents), which shall read as follows:

“Section 10.10 Special Section 414(u)(12)(B) of the Code Rule For Distributions – Deemed Severance From Employment.

Effective January 1, 2010, during the period (after more than 30 days) that a Member is on active duty in the uniformed services (as defined in Chapter 43 of Title 38, United States Code), he or she shall be treated as having been severed from employment with the Employer for purposes of receiving a distribution from the Plan under Section 401(k)(2)(B)(i)(l) of the Code. If such individual elects to receive a distribution from the Plan under Section 401(k) of the Code pursuant to this rule, he or she may not make a Basic Contribution (or employee contribution, if applicable) to the Plan during the six (6) month period beginning on the date of the distribution.”

Article XI entitled “BENEFICIARIES AND DEATH BENEFITS” is hereby amended to reflect Section 104 of the HEART Act by the addition of a new Section 11.5 (along with a corresponding change in the Table of Contents), which shall read as follows:

“Section 11.5 Death Benefits Under USERRA-Qualified Active Military Service.

Effective for deaths occurring on or after January 1, 2007, in the case of a Member who dies while performing qualified military service [as defined in Section 414(u) of the Code], the survivors of the Member are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan (including, if applicable, accelerated vesting, any ancillary life insurance benefits, and any other survivor’s benefits provided under the Plan that are contingent on a Member’s termination of employment on account of death) had the Member resumed and then terminated employment on account of death, in accordance with Section 401(a)(37) of the Code, Notice 2010-15, and any other IRS guidance.”

Effective for Plan Years beginning on or after January 1, 2011, Section 13.5 entitled “Diversification Requirements for Company Stock” is amended by revising subparagraphs (6) and (8) to read as follows:

“(6) Certain Plans Treated As Holding Publicly Traded Employer Securities – Except as provided in final Regulations under Section 401(a)(35) of the Code, if the Plan holds Employer securities which are not publicly traded, it shall be treated as holding Company Stock if any corporation which is an Employer maintaining the Plan, or any member of a controlled group of corporations (as defined in Section 401(a)(35)(F)(iii)(l) of the Code) which includes such Employer corporation, has issued a class of stock which is a publicly traded Employer security.

parent corporation of an Employer corporation has issued any special class of stock which grants particular rights to, or bears particular risks for, the holder or issuer with respect to any corporation described in the preceding paragraph which has issued any publicly traded Employer security.

(8) Company Stock - For purposes of this paragraph, Company Stock shall mean Employer securities within the meaning of Section 407(d)(1) of ERISA, which are readily tradable on an established security market. This paragraph only applies to Plans that, pursuant to the final regulations under Section 401(a)(35) of the Code, hold Company stock that is publicly traded.”

IN WITNESS WHEREOF , the Employer has caused this Amendment to be executed by its duly authorized representative, this 13 ^th day of December, 2010.


By:		/s/ James P. Williams
Title:		Senior VP, Human Resources
Signature:		James P. Williams

Employer: Cooper Industries

Account Number: JK62202

Plan Name: Cooper Retirement Savings and Stock Ownership Plan

AMENDMENT TO THE

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

FOR THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008

The below named Employer hereby amends the Cooper Retirement Savings and Stock Ownership Plan (hereinafter referred to as “the Plan”) pursuant to the authority contained in Section 14.1 of the Plan to reflect certain provisions of the Emergency Economic Stabilization Act of 2008 (EESA). This Amendment is intended to provide good faith compliance with the provisions of EESA discussed below and shall supersede any inconsistent provisions of the Plan.

The Plan is hereby amended as follows:

1. Article VIII entitled “Withdrawals While Employed” is hereby amended by the addition of a new Section 8.5 (along with a corresponding change in the Table of Contents), which shall read as follows:

“Section 8.5 Emergency Economic Stabilization Act (“EESA”) – Qualified Disaster Recovery Assistance Distributions/Recontributions Of Withdrawals Taken For Home Purchases.

(a) Members who were directly affected by floods, severe storms or tornadoes that were in presidentially-declared (FEMA) Midwestern disaster areas between May 20, 2008 and before August 1, 2008, shall have access to the following relief, if they (i) resided in specified affected counties of Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska or Wisconsin (“Midwestern Disaster Area”) on the “applicable disaster date” and (ii) were entitled to individual and/or public assistance from the federal government under EESA with respect to damage caused by the disaster. The “applicable disaster date” is the date on which the severe storms, tornadoes and flooding occurred in such affected county in the Midwestern Disaster Area.

Such individuals are eligible to apply for a “Qualified Disaster Recovery Assistance Distribution” from the Plan that will be made on or after the applicable disaster date and before January 1, 2010. Any such distribution (i) may not exceed $100,000 per individual; (ii) is exempt from the 10% IRS early distribution penalty tax; (iii) is not eligible for rollover and therefore is not subject to mandatory 20% federal tax withholding; (iv) Members receiving such distribution(s) are permitted to spread the income tax resulting from receipt of the distribution(s) ratably over 3 years; and (v) may be repaid within 3 years to a traditional IRA, a Code Section 401 (a) or 403(a) qualified plan, a governmental 457(b) plan or a 403(b) plan in which the individual is participating, which is eligible to receive a rollover contribution.

(b) Recontributions of Withdrawals for Home Purchases . Individuals who took a hardship withdrawal from the Plan to purchase a home in the Midwestern Disaster Area may recontribute such distribution to the Plan or to a traditional IRA tax-free. Such amount must be recontributed within five (5) months after the date of enactment of EESA (i.e., by March 3, 2009) in order to receive favorable tax treatment.

The relief set forth in the preceding paragraph requires that the hardship withdrawal have been made at least six (6) months before the applicable disaster date and that the home purchase was not finalized due to such disaster.”

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its duly authorized representative, this 13 ^th day of December, 2010.


By:		James P. Williams
Title:		Senior VP, Human Resources
Signature:		/s/ James P. Williams

Plan Name: Cooper Retirement Savings and Stock Ownership Plan

Employer: Cooper Industries

Account Number: JK62202

COOPER RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

MARTEK MERGER AMENDMENT

WHEREAS, Martek Power Incorporated (“Martek”) sponsors the Martek Power Retirement Savings Plan (the “Martek Plan”) and Cooper US, Inc. (“Cooper”) sponsors the Cooper Retirement Savings and Stock Ownership Plan (“CO-SAV”);

WHEREAS, Martek has merged with Cooper as of July 28, 2011; and

WHEREAS, Martek desires to merge the Martek Plan into CO-SAV, and Cooper desires to allow such merger into CO-SAV.

NOW, THERFORE BE IT RESOLVED that, effective as of January 1, 2012 (“Effective Date”), CO-SAV is hereby amended to reflect and carry out this merger of the Martek Plan in the manner hereinafter set forth below:

(i)	Reflecting the addition of (1) Martek Power Incorporated; and (2) Martek Power Laser Drive, LLC, as Participating Employers.

(ii)	All participants in the Martek Plan as of December 31, 2011, automatically become Members in CO-SAV.

(iii)

As soon as administratively feasible after the Effective Date, the total account balance of each participant’s account from the Martek Plan will be transferred to CO-SAV.

(iv)	All Years of Service that a participant accrued under the Martek Plan prior to the Effective Date are recognized for purposes of determining their vested interest under CO-SAV.

(v)	The accrued Matching Contributions in the Martek Plan of active participants as of December 31, 2011, continue to vest according to the vesting schedule currently defined under the Martek Plan when merged with CO-SAV.

(vi)	All Matching Contributions to CO-SAV occurring after the Effective Date on behalf of all Members (including all former Martek Plan participants) will be 100% vested at all times.

(vii)

The accrued Nonelective Contributions in the Martek Plan of active participants as of December 31, 2011, continue to vest according to the vesting schedule currently defined under the Martek Plan when merged with CO-SAV.

(viii)

Active participants in the Martek Plan who have three or more Years of Service as of December 31, 2011, continue to vest according to the Nonelective Contribution vesting schedule as defined under the Martek Plan for purposes of future company retirement contributions made under CO-SAV.

(ix)	All Nonelective Contributions to CO-SAV occurring after the Effective Date on behalf of those active participants in the Martek Plan who have less than three Years of Service as of December 31, 2011, are subject to the vesting schedule specified under CO-SAV.

IN WITNESS WHEREOF, this amendment is executed this 22 ^nd day of December, 2011.


COOPER US, INC.

By:		/s/
Title:		VP, Controller

Exhibit 5.1

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel: +353 1 649 2000 Fax: +353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin

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our ref | KR 01402997

your ref |

date | 30 November 2012

Eaton Corporation plc

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

Eaton Corporation plc (the Company)

Dear Sirs

We act as Irish Counsel for the Company, a public limited company incorporated under the laws of Ireland, in connection with the proposed registration by the Company of 41,021,053 ordinary shares of the Company, nominal value $0.01 per share (the Ordinary Shares ), pursuant to a Registration Statement on Form S-8 (the Registration Statement ) to be filed by the Company under the Securities Act of 1933, as amended. The Ordinary Shares are issuable under plans and awards listed below, pursuant to which (i) the Company has agreed to assume obligations under the plans and awards and (ii) in the case of the Stock Plans (as defined below) the Company shall adopt and assume as plan sponsor the Stock Plans by way of a deed of assumption dated 30 November 2012 and pursuant to the Transaction Agreement, as defined below.

Pursuant to the Transaction Agreement, dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012 (as amended, the Transaction Agreement ), among Eaton Corporation (Eaton), Cooper Industries plc (Cooper), the Company, (formerly known as Eaton Corporation Limited and, prior to that, known as Abeiron Limited), Abeiron II Limited (formerly known as Comdell Limited), Turlock B.V, Eaton Inc. and Turlock Corporation, (a) the Company acquired Cooper pursuant to a scheme of arrangement under the Irish Companies Act of 1963, and (b) Turlock merged with and into Eaton, with Eaton as the surviving corporation in the merger.

The plans and awards under which the Ordinary Shares are issuable and the Obligations are payable are as follows:

• Amended and Restated 2012 Stock Plan;

• Second Amended and Restated 2009 Stock Plan;

Dublin Belfast London New York Palo Alto

R.B. Buckley

B.M. Cotter

S.M. Doggett

M.P.McKenna

E.A. Roberts

A.C. Burke

D.R. Baxter

B.Walsh

R.M. Moore

K. Furlong

D.R. Francis

P.M. Law

J.G. Grennan

B.McDermott

K.A. Feeney

C. Rogers

J. Given

A.McCarthy

A.M.Curran

D. Main

P.T.Fahy

L.A. Murphy

J.H. Hickson

J.Coman

C. Duffy

M.Sherlock

G. O’Toole

D. Widger

J.F. Whelan

A. Roberts

J. Cahir

A.J. Johnston

A. Walsh

M.F. O’Gorman

P.D. White

E.M. Brady

E.P. Conlon

J.N. Kelly

C. Christle

J.B. Somerville

C. Widger

M. Traynor

M. Rasdale

A. Casey

C.E. Gill

V.J. Power

P.V. Maher

E. MacNeill

N. O’Sullivan

S.O’Croinin

M.F. Barr

M. Dale

P.M. Murray

D. Inverarity

B. Hosty

E.M. Fitzgerald

L.A. Kennedy

S. O’Riordan

K.P. Allen

M.J. Ward

J.W. Yarr

M.L. Stack

C. McCourt

N. Ryan

M. Coghlan

Consultant s : J.R. Osborne S.W Haughey T.V. O’Connor Professor J.C.W. Wylie A.F. Browne M.A. Greene A.V. Fanagan J.A. O’Farrell I.B.Moore

• Amended and Restated 2008 Stock Plan;

• Amended and Restated 2004 Stock Plan;

• Amended and Restated 2002 Stock Plan;

• Amended and Restated 1998 Stock Plan;

• Amended and Restated 1995 Stock Plan;

(the aforementioned plans referred to herein and after collectively as the Stock Plans )

• Eaton Incentive Compensation Deferral Plan II;

• Eaton Corporation Deferred Incentive Compensation Plan II;

• 2005 Non-Employee Director Fee Deferral Plan;

• Eaton Savings Plan;

• Eaton Personal Investment Plan;

• Eaton Puerto Rico Retirement Savings Plan; and

• Cooper Retirement Savings and Stock Ownership Plan

(the aforementioned plans and the Stock Plans herein and after together referred to as the Plans ).

In connection with this Opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinion hereinafter expressed. In rendering this opinion, we have examined and have assumed the truth and accuracy of the contents of such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all signatories and authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities on the terms of the Plans. We have further assumed that at each time Ordinary Shares will be issued, the Company will then have sufficient authorised but unissued share capital to allow for the issue of such Ordinary Shares and that the Ordinary Shares will be issued in accordance with the Plans.

We have assumed the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors.

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Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, as finally amended, has become effective, we are of the opinion that;

a) the Ordinary Shares have been duly authorised and when issued, in accordance with the Plans will be validly issued, fully paid and not subject to cause for any additional payments (“non-assessable”) (expect for Ordinary Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations);

b) in any proceedings taken in Ireland for the enforcement of the Plans, the choice of the following law as set out below as the governing law of the contractual rights and obligations of the parties under the applicable Plans would be upheld by the Irish Courts unless it were considered contrary to public policy, illegal, or made in bad faith;

• The Stock Plans – Federal Law of the United States of America and Law of the State of Ohio Law

• Eaton Incentive Compensation Deferral Plan I – Federal Law of the United States of America and Law of the State of Ohio Law

• Eaton Corporation Deferred Incentive Compensation Plan II - Federal Law of the United States of America and Law of the State of Ohio

• 2005 Non-Employee Director Fee Deferral Plan – Federal Law of the United States of America and Law of the State of Ohio

• Eaton Savings Plan - Federal Law of the United States of America and Law of the State of Ohio

• Eaton Personal Investment Plan – Federal Law of the United States of America and Law of the State of Ohio

• Eaton Puerto Rico Retirement Savings Plan – Law of Puerto Rico to the extent not superseded buy the Federal Law of the United States of America

• Cooper Retirement Savings and Stock Ownership Plan - Federal Law of the United States of America and Law of the State of Texas Law.

In rendering this opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as of the date hereof.

We hereby consent to the filing of this Opinion with the United States Security and Exchange Commission as an exhibit to the Registration Statement.

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Yours faithfully

A&L Goodbody

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Exhibit 5.2

November 30, 2012

Eaton Corporation plc

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

Re:

Eaton Corporation plc, Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Eaton Corporation plc, a public limited liability company incorporated under the laws of Ireland (the “ Company ”), in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), relating to the issuance by the Company of up to an aggregate of 769,179 of the Company’s ordinary shares, par value $0.01 per share (the “ Ordinary Shares ”), consisting of (i) 323,705 Ordinary Shares which may be issued under the Eaton Incentive Compensation Deferral Plan II, as amended and (ii) 445,474 Ordinary Shares which may be issued under the Eaton Corporation Deferred Incentive Compensation Plan II, as amended (together, the “ Plans ”).

We have examined (i) the Plans and the amendments thereto adopted through the date herof and (ii) such other documents, records and instruments as we have deemed appropriate for the purposes of the opinions set forth herein. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.


E ATON C ORPORATION PLC		2		N OVEMBER 30, 2012

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

The Plans are each by their written terms employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) that are intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees.

The written form of each of the Plans comply in all material respects with the requirements of ERISA employee benefit plans that are applicable to such plans that are unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees.

No opinion is expressed herein as to whether (i) either of the Plans is being operated in a manner that exempts such plan from Parts 2, 3 and 4 of Title I of ERISA or (ii) the employees that the Company has deemed eligible to participate in the Plans would in either case constitute a select group of management or highly compensated employees.

We do not express any opinion herein concerning any law other than the federal law of the United States. We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the (1) Amended and Restated 2012 Stock Plan, (2) Second Amended and Restated 2009 Stock Plan, (3) Amended and Restated 2008 Stock Plan, (4) Amended and Restated 2004 Stock Plan, (5) Amended and Restated 2002 Stock Plan, (6) Amended and Restated 1998 Stock Plan, (7) Amended and Restated 1995 Stock Plan, (8) Eaton Incentive Compensation Deferral Plan II, (9) Eaton Corporation Deferred Incentive Compensation Plan II, (10) 2005 Non-Employee Director Fee Deferral Plan, (11) Eaton Savings Plan, (12) Eaton Personal Investment Plan, (13) Eaton Puerto Rico Retirement Savings Plan and (14) Cooper Retirement Savings and Stock Ownership Plan of our report dated June 22, 2012, with respect to the consolidated balance sheet of Eaton Corporation Limited as of May 20, 2012 included in the final prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on September 14, 2012 (File No. 333-182303).

/s/ Ernst & Young LLP

Cleveland, Ohio

November 30, 2012

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the (1) Amended and Restated 2012 Stock Plan, (2) Second Amended and Restated 2009 Stock Plan, (3) Amended and Restated 2008 Stock Plan, (4) Amended and Restated 2004 Stock Plan, (5) Amended and Restated 2002 Stock Plan, (6) Amended and Restated 1998 Stock Plan, (7) Amended and Restated 1995 Stock Plan, (8) Eaton Incentive Compensation Deferral Plan II, (9) Eaton Corporation Deferred Incentive Compensation Plan II, (10) 2005 Non-Employee Director Fee Deferral Plan, (11) Eaton Savings Plan, (12) Eaton Personal Investment Plan, (13) Eaton Puerto Rico Retirement Savings Plan and (14) Cooper Retirement Savings and Stock Ownership Plan of our reports dated February 24, 2012, with respect to the consolidated financial statements of Eaton Corporation and the effectiveness of internal control over financial reporting of Eaton Corporation incorporated by reference in the final prospectus of Eaton Corporation plc, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on September 14, 2012 (File No. 333-182303).

/s/ Ernst & Young LLP

Cleveland, Ohio

November 30, 2012

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the (1) Amended and Restated 2012 Stock Plan, (2) Second Amended and Restated 2009 Stock Plan, (3) Amended and Restated 2008 Stock Plan, (4) Amended and Restated 2004 Stock Plan, (5) Amended and Restated 2002 Stock Plan, (6) Amended and Restated 1998 Stock Plan, (7) Amended and Restated 1995 Stock Plan, (8) Eaton Incentive Compensation Deferral Plan II, (9) Eaton Corporation Deferred Incentive Compensation Plan II, (10) 2005 Non-Employee Director Fee Deferral Plan, (11) Eaton Savings Plan, (12) Eaton Personal Investment Plan, (13) Eaton Puerto Rico Retirement Savings Plan and (14) Cooper Retirement Savings and Stock Ownership Plan of our reports dated February 21, 2012, with respect to the consolidated financial statements of Cooper Industries plc and the effectiveness of internal control over financial reporting of Cooper Industries plc incorporated by reference in the final prospectus of Eaton Corporation plc, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on September 14, 2012 (File No. 333-182303).

/s/ Ernst & Young LLP

Houston, Texas

November 28, 2012

Exhibit 23.6

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the Eaton Savings Plan with respect to the financial statements, dated June 25, 2012, of the Eaton Savings Plan included in the Plan’s Annual Report (Form 11-K), for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ MEADEN & MOORE, LTD.

Cleveland, Ohio

November 30, 2012

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the Eaton Personal Investment Plan with respect to the financial statements, dated June 25, 2012, of the Eaton Personal Investment Plan included in the Plan’s Annual Report (Form 11-K), for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ MEADEN & MOORE, LTD.

Cleveland, Ohio

November 30, 2012

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Eaton Corporation plc (formerly known as Eaton Corporation Limited) pertaining to the Eaton Puerto Rico Retirement Savings Plan with respect to the financial statements, dated June 25, 2012, of the Eaton Puerto Rico Retirement Savings Plan included in the Plan’s Annual Report (Form 11-K), for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ MEADEN & MOORE, LTD.

Cleveland, Ohio

November 30, 2012

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint each of, MARK M. McGUIRE, THOMAS E. MORAN and LIZBETH L. WRIGHT his or her true and lawful attorney-in-fact, for him or her and in his or her name, place and stead to affix his or her signature as director or officer or both, as the case may be, of Eaton Corporation plc, an Irish organized corporation, to any and all registration statements and amendments thereto that are intended to be filed with the Securities and Exchange Commission for the purpose of registering Eaton Corporation plc’s ordinary shares and/or participation interests issuable or issued under any “employee benefit plan” (as defined in the Securities Act of 1933, as amended) or other equity-related plan or agreement previously registered by Eaton Corporation or Cooper Industries plc prior to the date hereof, giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as the undersigned might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not apply to any registration statement or amendment filed after December 1, 2013.

IN WITNESS WHEREOF, this Power of Attorney has been signed in Cleveland, Ohio, this 23 ^rd day of October 2012.



/s/ Alexander M. Cutler Alexander M. Cutler, Chairman and Chief Executive Officer; President; Principal Executive Officer, Director				/s/ Richard H. Fearon Richard H. Fearon, Vice Chairman and Chief Financial and Planning Officer; Principal Financial Officer

/s/ Billie K. Rawot Billie K. Rawot, Senior Vice President and Controller; Principal Accounting Officer				/s/ George S. Barrett George S. Barrett, Director

/s/ Todd M. Bluedorn Todd M. Bluedorn, Director				/s/ Christopher M. Connor Christopher M. Connor, Director

/s/ Michael J. Critelli Michael J. Critelli, Director				/s/ Charles E. Golden Charles E. Golden, Director

/s/ Arthur E. Johnson Arthur E. Johnson, Director				/s/ Ned C. Lautenbach Ned C. Lautenbach, Director

/s/ Deborah L. McCoy Deborah L. McCoy, Director				/s/ Gregory R. Page Gregory R. Page, Director