Eaton Corp plc (Form: 10-K, Received: 02/24/2016 16:00:15)

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2015

Commission file number 000-54863

EATON CORPORATION plc

(Exact name of registrant as specified in its charter)



Ireland		98-1059235
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

Eaton House, 30 Pembroke Road, Dublin 4, Ireland		-
(Address of principal executive offices)		(Zip code)

+353 1637 2900

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Ordinary Shares ($0.01 par value)

The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2015 was $31.6 billion .

As of January 31, 2016 , there were 458.9 million Ordinary Shares outstanding.

Documents Incorporated By Reference

Portions of the Proxy Statement for the 2016 annual shareholders meeting are incorporated by reference into Part III.

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TABLE OF CONTENTS
Part I		2
Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
Part II		6
Item 5.	Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	6
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6
Item 8.	Financial Statements and Supplementary Data	7
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	7
Item 9A.	Controls and Procedures	7
Item 9B.	Other Information	7
Part III		8
Item 10.	Directors, Executive Officers and Corporate Governance	8
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9
Item 14.	Principal Accounting Fees and Services	9
Part IV		9
Item 15.	Exhibits, Financial Statement Schedules	9
SIGNATURES		11
Exhibit Index
EX-12
EX-21
EX-23
EX-24
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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Part I

Item 1. Business.

Eaton Corporation plc (Eaton or the Company) is a power management company with 2015 net sales of $20.9 billion . The Company provides energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power more efficiently, safely and sustainably. Eaton has approximately 97,000 employees in over 60 countries and sells products to customers in more than 175 countries.

Eaton electronically files or furnishes reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) to the United States Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements, as well as any amendments to those reports. As soon as reasonably practicable, these reports are available free of charge through the Company's Internet website at http://www.eaton.com. These filings are also accessible on the SEC's Internet website at http://www.sec.gov.

Business Segment Information

Information by business segment and geographic region regarding principal products, principal markets, methods of distribution, net sales, operating profit and assets is presented in Note 15 of the Notes to the Consolidated Financial Statements. Additional information regarding Eaton's segments and business is presented below.

Electrical Products and Electrical Systems and Services

Principal methods of competition in these segments are performance of products and systems, technology, customer service and support, and price. Eaton has a strong competitive position in these segments and, with respect to many products, is considered among the market leaders. In normal economic cycles, sales of these segments are historically lower in the first quarter and higher in the third and fourth quarters of a year. In 2015 , 15% of these segments' sales were made to four large distributors of electrical products and electrical systems and services.

Hydraulics

Principal methods of competition in this segment are product performance, geographic coverage, service, and price. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. Sales of this segment are historically higher in the first and second quarters and lower in the third and fourth quarters of the year. In 2015 , 12% of this segment's sales were made to three large original equipment manufacturers or distributors of agricultural, construction, and industrial equipment and parts.

Aerospace

Principal methods of competition in this segment are total cost of ownership, product and system performance, quality, design engineering capabilities, and timely delivery. Eaton has a strong competitive position in this segment and, with respect to many products and platforms, is considered among the market leaders. In 2015 , 31% of this segment's sales were made to three large original equipment manufacturers of aircraft.

Vehicle

Principal methods of competition in this segment are product performance, technology, global service, and price. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. In 2015 , 69% of this segment's sales were made to eight large original equipment manufacturers of vehicles and related components.

Information Concerning Eaton's Business in General

Raw Materials

Eaton's major requirements for raw materials include iron, steel, copper, nickel, aluminum, brass, tin, silver, lead, molybdenum, titanium, vanadium, rubber, plastic, electronic components, insulating materials and fluids. Materials are purchased in various forms, such as extrusions, castings, powder metal, metal sheets and strips, forging billets, bar stock, and plastic pellets. Raw materials, as well as parts and other components, are purchased from many suppliers. Under normal circumstances, the Company has no difficulty obtaining its raw materials. In 2015 , Eaton maintained appropriate levels of inventory to prevent shortages and did not experience any availability constraints.

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Patents and Trademarks

Eaton considers its intellectual property, including patents, trade names and trademarks, to be of significant value to its business as a whole. The Company's products are manufactured, marketed and sold under a portfolio of patents, trademarks, licenses, and other forms of intellectual property, some of which expire or are allowed to lapse at various dates in the future. Eaton develops and acquires new intellectual property on an ongoing basis and considers all of its intellectual property to be valuable. Based on the broad scope of the Company's product lines, management believes that the loss or expiration of any single intellectual property right would not have a material effect on Eaton's consolidated financial statements or its business segments. The Company's policy is to file applications and obtain patents for the great majority of its novel and innovative new products including product modifications and improvements.

Order Backlog

A significant portion of open orders placed with Eaton are by original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to month-to-month releases by customers. In measuring backlog orders, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at December 31, 2015 and 2014 was approximately $4.1 billion and $4.4 billion, respectively. Backlog should not be relied upon as being indicative of results of operations for future periods.

Research and Development

Research and development expenses for new products and improvement of existing products in 2015 , 2014 and 2013 were $625 million , $647 million , and $644 million , respectively. Over the past five years, the Company has invested approximately $2.8 billion in research and development.

Environmental Contingencies

Operations of the Company involve the use and disposal of certain substances regulated under environmental protection laws. Eaton continues to modify processes on an ongoing, regular basis in order to reduce the impact on the environment, including the reduction or elimination of certain chemicals used in, and wastes generated from, operations. Compliance with laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, are not expected to have a material adverse effect upon earnings or the competitive position of the Company. Eaton's estimated capital expenditures for environmental control facilities are not expected to be material for 2016 and 2017 . Information regarding the Company's liabilities related to environmental matters is presented in Note 8 of the Notes to the Consolidated Financial Statements.

Item 1A. Risk Factors.

Among the risks that could materially adversely affect Eaton's businesses, financial condition or results of operations are the following:

Volatility of end markets that Eaton serves.

Eaton's segment revenues, operating results, and profitability have varied in the past and may vary from quarter to quarter in the future. Profitability can be negatively impacted by volatility in the end markets that Eaton serves. The Company has undertaken measures to reduce the impact of this volatility through diversification of the markets it serves and expansion of the geographic regions in which it operates. Future downturns in any of the markets could adversely affect revenues, operating results, and profitability.

Eaton's operating results depend in part on continued successful research, development, and marketing of new and/or improved products and services, and there can be no assurance that Eaton will continue to successfully introduce new products and services.

The success of new and improved products and services depends on their initial and continued acceptance by Eaton's customers. The Company's businesses are affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. Eaton may experience difficulties or delays in the research, development, production, or marketing of new products and services which may prevent Eaton from recouping or realizing a return on the investments required to bring new products and services to market.

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Eaton's ability to attract, develop and retain executives and other qualified employees is crucial to the Company's results of operations and future growth.

Eaton depends on the continued services and performance of key executives, senior management, and skilled personnel, particularly professionals with experience in its industry and business. Eaton cannot be certain that any of these individuals will continue his or her employment with the Company. A lengthy period of time is required to hire and develop replacement personnel when skilled personnel depart. An inability to hire, develop, and retain a sufficient number of qualified employees could materially hinder the business by, for example, delaying Eaton's ability to bring new products to market or impairing the success of the Company's operations.

Eaton's operations depend on production facilities throughout the world, which subjects them to varying degrees of risk of disrupted production.

Eaton manages businesses with manufacturing facilities worldwide. The Company's manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity, economic upheaval, or public health concerns. Some of these conditions are more likely in certain geographic regions in which Eaton operates. Any such disruption could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.

If Eaton is unable to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches, operations could be disrupted or data confidentiality lost.

Eaton relies on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing and collection. These technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components; power outages; hardware failures; or computer viruses. In addition, security breaches could result in unauthorized disclosure of confidential information. If these information technology systems suffer severe damage, disruption, or shutdown, and business continuity plans do not effectively resolve the issues in a timely manner, there could be a negative impact on operating results or the Company may suffer financial or reputational damage.

Eaton's global operations subject it to economic risk as Eaton's results of operations may be adversely affected by changes in government regulations and policies and currency fluctuations.

Operating globally subjects Eaton to changes in government regulations and policies in a large number of jurisdictions around the world, including those related to tariffs and trade barriers, investments, property ownership rights, taxation, exchange controls, and repatriation of earnings. Changes in the relative values of currencies occur from time to time and could affect Eaton's operating results. While the Company monitors exchange rate exposures and attempts to reduce these exposures through hedging activities, these risks could adversely affect operating results.

Eaton may be subject to risks relating to changes in its tax rates or exposure to additional income tax liabilities.

Eaton is subject to income taxes in many jurisdictions around the world. Income tax liabilities are subject to the allocation of income among various tax jurisdictions. The Company's effective tax rate could be affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, or changes in tax laws. During 2015, the Organization for Economic Cooperation and Development, in conjunction with the G20, finalized substantial, broad-based international tax policy guidelines that involve transfer pricing and other international tax subjects. These policy guidelines could be interactive with other tax law changes which may result in a risk of double taxation. The amount of income taxes paid is subject to ongoing audits by tax authorities in the countries in which Eaton operates. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to the Company's tax liabilities.

Eaton uses a variety of raw materials and components in its businesses, and significant shortages, price increases, or supplier insolvencies could increase operating costs and adversely impact the competitive positions of Eaton's products.

Eaton's major requirements for raw materials are described above in Item 1 “Raw Materials”. Significant shortages could affect the prices Eaton's businesses are charged and the competitive position of their products and services, all of which could adversely affect operating results.

Further, Eaton's suppliers of component parts may increase their prices in response to increases in costs of raw materials that they use to manufacture component parts. The Company may not be able to increase its prices commensurately with its increased costs, adversely affecting operating results.

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Eaton may be unable to adequately protect its intellectual property rights, which could affect the Company's ability to compete.

Protecting Eaton's intellectual property rights is critical to its ability to compete and succeed. The Company owns a large number of patents and patent applications worldwide, as well as trademark and copyright registrations that are necessary, and contribute significantly, to the preservation of Eaton's competitive position in various markets. Although management believes that the loss or expiration of any single intellectual property right would not have a material effect on the results of operations or financial position of Eaton or its business segments, there can be no assurance that any one, or more, of these patents and other intellectual property will not be challenged, invalidated, or circumvented by third parties. Eaton enters into confidentiality and invention assignment agreements with the Company's employees, and into non-disclosure agreements with suppliers and appropriate customers, so as to limit access to and disclosure of proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies.

Eaton is subject to litigation and environmental regulations that could adversely impact Eaton's businesses.

At any given time, Eaton may be subject to litigation, the disposition of which may have a material adverse effect on the Company's businesses, financial condition or results of operations. Information regarding current legal proceedings is presented in Note 8 and Note 9 of the Notes to the Consolidated Financial Statements.

Legislative and regulatory action could materially adversely affect Eaton.

Legislative and regulatory action may be taken in the U.S. which, if ultimately enacted, could override tax treaties upon which Eaton relies or broaden the circumstances under which the Company would be considered a U.S. resident, each of which could materially and adversely affect its effective tax rate. Eaton cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals were enacted that had the effect of disregarding the incorporation in Ireland or limiting Eaton's ability as an Irish company to take advantage of tax treaties with the U.S., the Company could be subject to increased taxation and/or potentially significant expense.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Eaton's principal executive offices are located at Eaton House, 30 Pembroke Road, Dublin 4, Ireland. The Company maintains manufacturing facilities at 345 locations in 43 countries. The Company is a lessee under a number of operating leases for certain real properties and equipment, none of which is material to its operations. Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.

Item 3. Legal Proceedings.

Information regarding the Company's current legal proceedings is presented in Note 8 and Note 9 of the Notes to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

Executive Officers of the Registrant

Information regarding executive officers of the Company is presented in Item 10 of this Form 10-K Report.

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Part II

Item 5. Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company's ordinary shares are listed for trading on the New York Stock Exchange. At December 31, 2015 , there were 18,538 holders of record of the Company's ordinary shares. Additionally, 23,559 current and former employees were shareholders through participation in the Eaton Savings Plan (ESP), Eaton Personal Investment Plan (EPIP), Eaton Puerto Rico Retirement Savings Plan, and the Cooper Retirement Savings and Stock Ownership Plan.

Information regarding cash dividends paid, and the high and low market price per ordinary share, for each quarter in 2015 and 2014 is presented in “Quarterly Data” of this Form 10-K. Information regarding equity-based compensation plans required by Regulation S-K Item 201(d) is provided in Item 12 of this Form 10-K Report.

Irish Taxes Applicable to Dividends

In certain circumstances, Eaton will be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to its shareholders. In the majority of cases, however, shareholders resident in the U.S. will not be subject to Irish withholding tax, and shareholders resident in a number of other countries will not be subject to Irish withholding tax provided that they complete certain Irish tax forms.

Irish income tax may also arise with respect to dividends paid on Eaton shares. Dividends paid in respect of Eaton shares will generally not be subject to Irish income tax where the beneficial owner of these shares is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Eaton.

Eaton shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividends unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Eaton.

Issuer's Purchases of Equity Securities

During the fourth quarter of 2015, 4.1 million ordinary shares were repurchased in the open market at a total cost of $228 million . These shares were repurchased under the program approved by the Board of Directors on October 22, 2013 (the 2013 Program). A summary of the shares repurchased in the fourth quarter of 2015 follows:



Month	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
October	—	$	—	—	$	896
November	3,443,941	$	56.38	3,443,941	$	702
December	651,652	$	52.03	651,652	$	668
Total	4,095,593	$	55.69	4,095,593

On February 24, 2016, the Board of Directors approved a new program authorizing share repurchases up to $2.5 billion. This program will supersede the 2013 Program.

Item 6. Selected Financial Data.

Information regarding selected financial data is presented in the “Ten-Year Consolidated Financial Summary” of this Form 10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Information required by this Item is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Information regarding market risk is presented in “Market Risk Disclosure” of this Form 10-K.

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Item 8. Financial Statements and Supplementary Data.

The reports of the independent registered public accounting firm, consolidated financial statements, and notes to consolidated financial statements are presented in Item 15 of this Form 10-K.

Information regarding selected quarterly financial information for 2015 and 2014 is presented in “Quarterly Data” of this Form 10-K.

Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton's management, including Alexander M. Cutler - Principal Executive Officer; and Richard H. Fearon - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2015 .

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, Eaton has included a report of management's assessment of the effectiveness of internal control over financial reporting, which is included in Item 15 of this Form 10-K.

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, 2015 is included in Item 15 of this Form 10-K.

During the fourth quarter of 2015 , there was no change in Eaton's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information.

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Information required with respect to the directors of the Company is set forth under the caption “Election of Directors” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2016 , follows:



Name	Age	Position (Date elected to position)
Alexander M. Cutler	64	Chairman of Eaton Corporation plc (November 30, 2012 - present)
		Chief Executive Officer of Eaton Corporation (August 1, 2000 - present)
		Director of Eaton Corporation (September 22, 1993 - November 30, 2012)


Craig Arnold	55	Director of Eaton Corporation plc (September 1, 2015 - present)
		President and Chief Operating Officer of Eaton Corporation (September 1, 2015 - present)
		Vice Chairman and Chief Operating Officer - Industrial Sector of Eaton Corporation
		(February 1, 2009 - August 31, 2015)


Richard H. Fearon	59	Director of Eaton Corporation plc (September 1, 2015 - present)
		Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation
		(April 24, 2002 - present)


Revathi Advaithi	48	Chief Operating Officer - Electrical Sector of Eaton Corporation
		(September 1, 2015 - present)
		President of Electrical Sector, Americas of Eaton Corporation
		(April 1, 2012 - August 31, 2015)
		President, Electrical Sector, Asia Pacific of Eaton Corporation (July 1, 2009 - March 31, 2012)


Uday Yadav	52	Chief Operating Officer - Industrial Sector of Eaton Corporation
		(September 1, 2015 - present)
		President of Aerospace Group of Eaton Corporation (August 1, 2012 - August 31, 2015)
		Executive Vice President, Eaton Business System (January 1, 2010 - July 31, 2012)


Cynthia K. Brabander	54	Executive Vice President and Chief Human Resources Officer of Eaton Corporation
		(March 1, 2012 - present)
		Senior Vice President, Human Resources of Gates Corporation
		(April 11, 2009 - January 10, 2012)


Mark M. McGuire	58	Executive Vice President and General Counsel of Eaton Corporation
		(December 1, 2005 - present)


Thomas E. Moran	51	Senior Vice President and Secretary of Eaton Corporation plc (November 27, 2012 - present)
		Senior Vice President and Secretary of Eaton Corporation (October 1, 2008 - January 1, 2013)


Ken D. Semelsberger	54	Senior Vice President and Controller of Eaton Corporation (November 1, 2013 - present)
		Senior Vice President, Finance and Planning - Industrial Sector of Eaton Corporation
		(February 1, 2009 - October 31, 2013)

There are no family relationships among the officers listed, and there are no arrangements or understandings pursuant to which any of them were elected as officers. All officers hold office for one year and until their successors are elected and qualified, unless otherwise specified by the Board of Directors; provided, however, that any officer is subject to removal with or without cause, at any time, by a vote of a majority of the Board of Directors.

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Information required with respect to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

The Company has adopted a Code of Ethics, which applies to the directors, officers and employees worldwide. This document is available on the Company's website at http://www.eaton.com.

There were no changes during the fourth quarter 2015 to the procedures by which security holders may recommend nominees to the Company's Board of Directors.

Information related to the Audit Committee, and members of the Committee that are financial experts, is set forth under the caption “Board Committees - Audit Committee” in the definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Item 11. Executive Compensation.

Information required with respect to executive compensation is set forth under the caption “Compensation Discussion and Analysis” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption “Equity Compensation Plans” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Information required with respect to security ownership of certain beneficial owners, is set forth under the caption “Share Ownership Tables” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information required with respect to certain relationships and related transactions is set forth under the caption “Review of Related Person Transactions” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Information required with respect to director independence is set forth under the caption “Director Independence” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information required with respect to principal accountant fees and services is set forth under the caption “Audit Committee Report” in the Company's definitive Proxy Statement to be filed on or about March 18, 2016 , and is incorporated by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules.


(a)	(1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income - Years ended December 31, 2015 , 2014 and 2013

Consolidated Statements of Comprehensive Income - Years ended December 31, 2015 , 2014 and 2013

Consolidated Balance Sheets - December 31, 2015 and 2014

Consolidated Statements of Cash Flows - Years ended December 31, 2015 , 2014 and 2013

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Consolidated Statements of Shareholders' Equity - Years ended December 31, 2015 , 2014 and 2013

Notes to Consolidated Financial Statements

(2) All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(3) Exhibits incorporated by reference to or filed in conjunction with this form 10-K are listed in the Exhibit Index.


(b)	Exhibits

Certain exhibits required by this portion of Item 15 are filed as a separate section of this Form 10-K Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



			EATON CORPORATION plc
			Registrant

Date:	February 24, 2016	By:	/s/ Richard H. Fearon
			Richard H. Fearon
			(On behalf of the registrant and as Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Date: February 24, 2016



Signature	Title

*
Alexander M. Cutler	Principal Executive Officer; Director

*		*
Ken D. Semelsberger	Principal Accounting Officer	Sandra Pianalto	Director

*		*
Craig Arnold	Director	Todd M. Bluedorn	Director

*		*
Christopher M. Connor	Director	Michael J. Critelli	Director

*		*
Charles E. Golden	Director	Linda A. Hill	Director

/s/ Richard H. Fearon		*
Richard H. Fearon	Director	Ned C. Lautenbach	Director

*		/s/ Gregory R. Page
Arthur E. Johnson	Director	Gregory R. Page	Director

*		*
Deborah L. McCoy	Director	Gerald B. Smith	Director



*By		/s/ Richard H. Fearon
		Richard H. Fearon, Attorney-in-Fact for the officers and directors signing in the capacities indicated

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, 2015 and 2014 , and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2015 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015 and 2014 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 24, 2016 expressed an unqualified opinion thereon.

As discussed in Note 1 to the consolidated financial statements, the Company changed its presentation of deferred income taxes effective December 31, 2015 .

/s/ Ernst & Young LLP

Cleveland, Ohio

February 24, 2016

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MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

We have prepared the accompanying consolidated financial statements and related information of Eaton Corporation plc ("Eaton") included herein for the three years ended December 31, 2015 . The primary responsibility for the integrity of the financial information included in this annual report rests with management. The financial information included in this annual report has been prepared in accordance with accounting principles generally accepted in the United States based on our best estimates and judgments and giving due consideration to materiality. The opinion of Ernst & Young LLP, Eaton's independent registered public accounting firm, on those financial statements is included herein.

Eaton has high standards of ethical business practices supported by the Eaton Code of Ethics and corporate policies. Careful attention is given to selecting, training and developing personnel, to ensure that management's objectives of establishing and maintaining adequate internal controls and unbiased, uniform reporting standards are attained. Our policies and procedures provide reasonable assurance that operations are conducted in conformity with applicable laws and with the Company's commitment to a high standard of business conduct.

The Board of Directors pursues its responsibility for the quality of Eaton's financial reporting primarily through its Audit Committee, which is composed of five independent directors. The Audit Committee meets regularly with management, the internal auditors and the independent registered public accounting firm to ensure that they are meeting their responsibilities and to discuss matters concerning accounting, control, audits and financial reporting. The internal auditors and independent registered public accounting firm have full and free access to senior management and the Audit Committee.



/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Ken D. Semelsberger
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer

February 24, 2016

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2015 and 2014 , and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 24, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 24, 2016

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Eaton Corporation plc ("Eaton") is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act rules 13a-15(f)).

Under the supervision and with the participation of Eaton's management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2015 . In conducting this evaluation, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on this evaluation under the framework referred to above, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2015 .

The independent registered public accounting firm Ernst & Young LLP has issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2015 . This report is included herein.



/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Ken D. Semelsberger
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer

February 24, 2016

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF INCOME



	Year ended December 31
(In millions except for per share data)	2015			2014			2013
Net sales	$	20,855		$	22,552		$	22,046

Cost of products sold	14,292			15,646			15,369
Selling and administrative expense	3,596			3,810			3,886
Litigation settlements	—			644			—
Research and development expense	625			647			644
Interest expense - net	232			227			271
Other income - net	(35		)	(183		)	(8		)
Income before income taxes	2,145			1,761			1,884
Income tax expense (benefit)	164			(42		)	11
Net income	1,981			1,803			1,873
Less net income for noncontrolling interests	(2		)	(10		)	(12		)
Net income attributable to Eaton ordinary shareholders	$	1,979		$	1,793		$	1,861

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	4.23		$	3.76		$	3.90
Basic	4.25			3.78			3.93

Weighted-average number of ordinary shares outstanding
Diluted	467.1			476.8			476.7
Basic	465.5			474.1			473.5

Cash dividends declared per ordinary share	$	2.20		$	1.96		$	1.68

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Year ended December 31
(In millions)	2015			2014			2013
Net income	$	1,981		$	1,803		$	1,873
Less net income for noncontrolling interests	(2		)	(10		)	(12		)
Net income attributable to Eaton ordinary shareholders	1,979			1,793			1,861

Other comprehensive (loss) income, net of tax
Currency translation and related hedging instruments	(1,078		)	(1,019		)	(28		)
Pensions and other postretirement benefits	111			(315		)	429
Cash flow hedges	3			(5		)	3
Other comprehensive (loss) income attributable to Eaton ordinary shareholders	(964		)	(1,339		)	404

Total comprehensive income attributable to Eaton ordinary shareholders	$	1,015		$	454		$	2,265

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED BALANCE SHEETS



	December 31
(In millions)	2015			2014
Assets
Current assets
Cash	$	268		$	781
Short-term investments	177			245
Accounts receivable - net	3,479			3,667
Inventory	2,323			2,428
Deferred income taxes	—			593
Prepaid expenses and other current assets	369			386
Total current assets	6,616			8,100

Property, plant and equipment
Land and buildings	2,383			2,343
Machinery and equipment	5,501			5,621
Gross property, plant and equipment	7,884			7,964
Accumulated depreciation	(4,319		)	(4,214		)
Net property, plant and equipment	3,565			3,750

Other noncurrent assets
Goodwill	13,479			13,893
Other intangible assets	6,014			6,556
Deferred income taxes	362			228
Other assets	995			1,002
Total assets	$	31,031		$	33,529

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	426		$	2
Current portion of long-term debt	242			1,008
Accounts payable	1,758			1,940
Accrued compensation	366			420
Other current liabilities	1,833			1,985
Total current liabilities	4,625			5,355

Noncurrent liabilities
Long-term debt	7,781			8,024
Pension liabilities	1,586			1,812
Other postretirement benefits liabilities	440			513
Deferred income taxes	390			901
Other noncurrent liabilities	978			1,085
Total noncurrent liabilities	11,175			12,335

Shareholders’ equity
Ordinary shares (458.8 million outstanding in 2015 and 467.9 million in 2014)	5			5
Capital in excess of par value	11,701			11,605
Retained earnings	7,346			7,078
Accumulated other comprehensive loss	(3,863		)	(2,899		)
Shares held in trust	(3		)	(3		)
Total Eaton shareholders’ equity	15,186			15,786
Noncontrolling interests	45			53
Total equity	15,231			15,839
Total liabilities and equity	$	31,031		$	33,529

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year ended December 31
(In millions)	2015			2014			2013
Operating activities
Net income	$	1,981		$	1,803		$	1,873
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization	925			983			997
Deferred income taxes	(100		)	(382		)	(311		)
Pension and other postretirement benefits expense	323			293			384
Contributions to pension plans	(330		)	(362		)	(341		)
Contributions to other postretirement benefits plans	(31		)	(40		)	(59		)
Excess tax benefit from equity-based compensation	(1		)	(20		)	(32		)
Gain on sale of businesses	—			(68		)	(2		)
Changes in working capital
Accounts receivable - net	5			(205		)	(231		)
Inventory	(20		)	(152		)	(92		)
Accounts payable	(120		)	49			86
Accrued compensation	(28		)	(32		)	—
Accrued income and other taxes	(9		)	(73		)	1
Other current assets	7			73			(42		)
Other current liabilities	(76		)	8			(46		)
Other - net	(155		)	3			100
Net cash provided by operating activities	2,371			1,878			2,285

Investing activities
Capital expenditures for property, plant and equipment	(506		)	(632		)	(614		)
Cash (paid for) received from acquisitions of businesses, net of cash acquired	(72		)	2			(9		)
Sales (purchases) of short-term investments - net	37			522			(288		)
Proceeds from sales of businesses	1			282			777
Other - net	(35		)	(31		)	(68		)
Net cash (used in) provided by investing activities	(575		)	143			(202		)

Financing activities
Proceeds from borrowings	425			—			9
Payments on borrowings	(1,027		)	(582		)	(1,096		)
Cash dividends paid	(1,026		)	(929		)	(796		)
Exercise of employee stock options	52			54			121
Repurchase of shares	(682		)	(650		)	—
Excess tax benefit from equity-based compensation	1			20			32
Other - net	(10		)	(43		)	(6		)
Net cash used in financing activities	(2,267		)	(2,130		)	(1,736		)

Effect of currency on cash	(42		)	(25		)	(9		)
Total (decrease) increase in cash	(513		)	(134		)	338
Cash at the beginning of the period	781			915			577
Cash at the end of the period	$	268		$	781		$	915

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



	Ordinary shares				Capital in excess of par value			Retained earnings			Accumulated other comprehensive loss			Shares held in trust			Total Eaton shareholders' equity			Noncontrolling interests			Total equity
	Ordinary shares
(In millions)	Shares		Dollars
Balance at January 1, 2013	470.7		$	5	$	11,271		$	5,805		$	(1,964	)	$	(4	)	$	15,113		$	65		$	15,178
Net income	—		—		—			1,861			—			—			1,861			12			1,873
Other comprehensive income, net of tax											404						404			—			404
Cash dividends paid	—		—		—			(796		)	—			—			(796		)	(5		)	(801		)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32)	4.4		—		212			(4		)	—			1			209			—			209
Balance at December 31, 2013	475.1		5		11,483			6,866			(1,560		)	(3		)	16,791			72			16,863
Net income	—		—		—			1,793			—			—			1,793			10			1,803
Other comprehensive loss, net of tax											(1,339		)				(1,339		)	—			(1,339		)
Cash dividends paid	—		—		—			(929		)	—			—			(929		)	(5		)	(934		)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $20)	2.4		—		136			(2		)	—			—			134			—			134
Purchase of additional noncontrolling interest of consolidated subsidiaries	—		—		(14		)	—			—			—			(14		)	(24		)	(38		)
Repurchase of shares	(9.6	)	—		—			(650		)	—			—			(650		)	—			(650		)
Balance at December 31, 2014	467.9		5		11,605			7,078			(2,899		)	(3		)	15,786			53			15,839
Net income	—		—		—			1,979			—			—			1,979			2			1,981
Other comprehensive loss, net of tax											(964		)				(964		)	—			(964		)
Cash dividends paid	—		—		—			(1,026		)	—			—			(1,026		)	(9		)	(1,035		)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $1)	2.2		—		99			(3		)	—			—			96			—			96
Changes in noncontrolling interest of consolidated subsidiaries - net	—		—		(3		)	—			—			—			(3		)	(1		)	(4		)
Repurchase of shares	(11.3	)	—		—			(682		)	—			—			(682		)	—			(682		)
Balance at December 31, 2015	458.8		$	5	$	11,701		$	7,346		$	(3,863	)	$	(3	)	$	15,186		$	45		$	15,231

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts are in millions unless indicated otherwise (per share data assume dilution).


Note 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information and Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and notes. Actual results could differ from these estimates. Management has evaluated subsequent events through the date the consolidated financial statements were filed with the Securities Exchange Commission.

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other entities it controls. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has significant influence and generally a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 8.

Eaton's functional currency is United States Dollars (USD). The functional currency for most subsidiaries is their local currency. Financial statements for these subsidiaries are translated at year-end exchange rates as to assets and liabilities and weighted-average exchange rates as to revenues and expenses. The resulting translation adjustments are recognized in Accumulated other comprehensive loss.

During the fourth quarter of 2015, the Company early adopted Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the Company's consolidated balance sheet starting in 2017. The Company elected to apply this standard prospectively for 2015 financial statements. As a result, prior periods were not retrospectively adjusted.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Revenue Recognition

Sales of products are recognized when a sales agreement is in place, products have been shipped to unaffiliated customers and title has transferred in accordance with shipping terms, the selling price is fixed and determinable and collectability is reasonably assured, all significant related acts of performance have been completed, and no other significant uncertainties exist. Shipping and handling costs billed to customers are included in Net sales and the related costs in Cost of products sold. Although the majority of the sales agreements contain standard terms and conditions, there are agreements that contain multiple elements or non-standard terms and conditions. As a result, judgment is required to determine the appropriate accounting, including whether the deliverables specified in these agreements should be treated as separate units of accounting for recognition purposes, and, if so, how the sales price should be allocated among the elements and when to recognize sales for each element. For delivered elements, sales generally are recognized only when the delivered elements have standalone value and there are no uncertainties regarding customer acceptance. Sales for service contracts generally are recognized as the services are provided.

Eaton records reductions to revenue for customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. The rebate programs offered vary across businesses due to the numerous markets Eaton serves, but the most common incentives relate to amounts paid or credited to customers for achieving defined volume levels.

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Goodwill and Indefinite Life Intangible Assets

Goodwill is evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis. The discounted cash flow model considers forecasted cash flows discounted at an estimated weighted-average cost of capital. The forecasted cash flows are based on the Company's long-term operating plan and a terminal value is used to estimate the operating segment's cash flows beyond the period covered by the operating plan. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows of the respective reporting unit. Sensitivity analyses are performed in order to assess the reasonableness of the assumptions and the resulting estimated fair values. Additionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of an operating segment is less than its carrying amount.

Goodwill impairment testing for 2015 and 2014 was performed using a qualitative analysis, which is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment, performed in 2013. The results of these qualitative analyses did not indicate a need to perform a quantitative analysis.

Based on qualitative analyses performed in 2015 and 2014 and a quantitative analysis performed in 2013, the fair values of Eaton's reporting units continue to substantially exceed the respective carrying amounts.

Indefinite life intangible assets consist of trademarks. They are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis to determine whether their fair values exceed their respective carrying amounts. Indefinite life intangible asset impairment testing for 2015 and 2014 was performed using a quantitative analysis. The Company determines the fair value of these assets using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. Additionally, indefinite life intangible assets are evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the asset is impaired. For 2015 and 2014 , the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 5.

Other Long-Lived Assets

Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. Cost of buildings are depreciated generally over 40 years and machinery and equipment over 3 to 10 years . At December 31, 2015 , the weighted-average amortization period for intangible assets subject to amortization was 17 years for patents and technology, primarily as a result of the long life of aircraft platforms; 17 years for customer relationships; and 16 years for trademarks. Software is generally amortized up to a life of 10 years .

Other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Determining asset groups and underlying cash flows requires the use of significant judgment.

Retirement Benefits Plans

For the principal pension plans in the United States, Canada, Puerto Rico and the United Kingdom, the Company uses a market-related value of plan assets to calculate the expected return on assets used to determine net periodic benefit costs. The market-related value of plan assets is a calculated value that recognizes changes in the fair value of plan assets over a five year period. All other plans use fair value of plan assets.

Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they exceed the accounting corridor. The Company’s corridors are set at either 8% or 10% , depending on the plan, of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan, but is approximately 11 years on a weighted average basis. If most or all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used.

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Warranty Accruals

Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. See Note 8 for additional information about warranty accruals.

Asset Retirement Obligations

A conditional asset retirement obligation is recognized at fair value when incurred if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be considered in the measurement of the liability when sufficient information exists. Eaton believes that for substantially all of its asset retirement obligations, there is an indeterminate settlement date because the range of time over which the Company may settle the obligation is unknown or cannot be estimated. A liability for these obligations will be recognized when sufficient information is available to estimate fair value.

Income Taxes

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts these accruals based on changing facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. Penalties on unrecognized income tax benefits have been accrued for jurisdictions where penalties are automatically applied to any deficiency, regardless of the merit of the position. For additional information about income taxes, see Note 9.

Equity-Based Compensation

Eaton recognizes equity-based compensation expense based on the grant date fair value of the award. Awards with service conditions are expensed over the period during which an employee is required to provide service in exchange for the award. Awards with both service and performance conditions are expensed over the period an employee is required to provide service based on the number of units for which achievement of the performance objective is probable. Participants awarded restricted stock units (RSUs) do not receive dividends; therefore, their fair value is determined by reducing the closing market price of the Company’s ordinary shares on the date of grant by the present value of the estimated dividends had they been paid. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. The fair value of restricted stock awards (RSAs) and performance share units (PSUs) are determined based on the closing market price of the Company’s ordinary shares at the date of grant. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. PSUs are entitled to receive one ordinary share for each PSU that vests based on satisfaction of a three-year service period and the achievement of certain performance metrics. Stock options are granted with an exercise price equal to the closing market price of Eaton ordinary shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. See Note 11 for additional information about equity-based compensation.

Derivative Financial Instruments and Hedging Activities

Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency, and interest rates on certain debt. These instruments are marked to fair value in the accompanying Consolidated Balance Sheets. Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge. For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income. See Note 13 for additional information about hedges and derivative financial instruments.

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Recently Issued Accounting Pronouncement

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This accounting standard supersedes all existing US GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (ASU 2015-14). This accounting standard defers the effective date of ASU 2014-09 for one year and permits early adoption as of the original effective date. Eaton is evaluating the impact of ASU 2014-09 and an estimate of the impact to the consolidated financial statements cannot be made at this time.


Note 2.	ACQUISITIONS AND SALES OF BUSINESSES

Acquisition of Ephesus Lighting, Inc.

On October 28, 2015, Eaton acquired Ephesus Lighting, Inc. (Ephesus). Ephesus is a leader in LED lighting for stadiums and other high lumen outdoor and industrial applications. Its sales over the last twelve months were $ 23 . Ephesus is reported within the Electrical Products business segment.

Acquisition of UK Safety Technology Manufacturer Oxalis Group Ltd.

On January 12, 2015, Eaton acquired Oxalis Group Ltd. (Oxalis). Oxalis is a manufacturer of closed-circuit television camera stations, public address and general alarm systems and other electrical products for the hazardous area, marine and industrial communications markets. Its sales over the last twelve months were $ 9 . Oxalis is reported within the Electrical Systems and Services business segment.

Sale of Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions

On May 9, 2014, Eaton sold the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran for $270 , which resulted in a pre-tax gain of $154 .

Sale of Apex Tool Group, LLC

In July 2010, Cooper Industries plc (Cooper) formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). On February 1, 2013, Cooper and Danaher sold Apex to Bain Capital for approximately $1.6 billion .


Note 3.	ACQUISITION INTEGRATION CHARGES

Eaton incurs integration charges and transaction costs related to acquired businesses. A summary of these charges follows:



	2015		2014		2013
Acquisition integration charges
Electrical Products	$	25	$	66	$	44
Electrical Systems and Services	15		51		37
Hydraulics	2		12		36
Total business segments	42		129		117
Corporate	5		25		37
Total acquisition integration charges	47		154		154

Transaction costs
Corporate	—		—		8
Financing fees	—		—		1
Total transaction costs	—		—		9

Total acquisition integration charges and transaction costs before income taxes	$	47	$	154	$	163
Total after income taxes	$	31	$	102	$	110
Per ordinary share - diluted	$	0.07	$	0.21	$	0.23

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Business segment integration charges in 2015 and 2014 related primarily to the integration of Cooper Industries plc, which was acquired in 2012. Business segment integration charges in 2013 related primarily to the integrations of Cooper and Polimer Kaucuk Sanayi ve Pazarlama A.S., which was acquired in 2012. These charges were included in Cost of products sold or Selling and administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.

The integration of Cooper included costs related to restructuring activities Eaton undertook in an effort to gain efficiencies in selling, marketing, traditional back-office functions and manufacturing and distribution. These actions resulted in charges of $20 during 2015, comprised of severance costs and other expense totaling $1 and $19 , respectively, of which $14 were incurred in the Electrical Products segment, and $6 were incurred in the Electrical Systems and Services segment. In 2014, we incurred $95 of charges related to Cooper restructuring activities, comprised of severance costs totaling $69 and other expenses totaling $26 , of which $53 and $42 were recognized in the Electrical Products and Electrical Systems and Services business segments, respectively. During 2013, these actions, comprised primarily of severance costs, resulted in charges of $36 , of which $19 and $17 were recognized in the Electrical Products and Electrical Systems and Services business segments, respectively.

Corporate integration charges related primarily to the acquisition of Cooper. These charges were included in Selling and administrative expense. In Business Segment Information, the charges were included in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal, and other professional fees, and costs associated with change in control agreements, are not included as a component of consideration transferred in an acquisition but are expensed as incurred. Acquisition-related transaction costs in 2013 related to the acquisition of Cooper and were included in Corporate above. These charges were included in Selling and administrative expense, Interest expense - net and Other (income) expense - net. In Business Segment Information, the charges were included in Interest expense - net and Other corporate expense - net.

See Note 15 for additional information about business segments.


Note 4.	RESTRUCTURING CHARGES

During 2015 , Eaton announced its commitment to undertake actions to reduce its cost structure in all business segments and at corporate. The restructuring charges incurred under this plan were $129 in 2015 . These restructuring activities are anticipated to be $140 in 2016 and $130 in 2017.

A summary of restructuring charges by segment follows:



	2015
Electrical Products	$	12
Electrical Systems & Services	29
Hydraulics	31
Aerospace	5
Vehicle	34
Corporate	18
Total	$	129

A summary of liabilities related to workforce reductions, plant closings and other associated costs announced in 2015 follows:



	Workforce reductions			Plant closing and other			Total
Balance at December 31, 2014	$	—		$	—		$	—
Liability recognized	112			17			129
Payments	(59		)	(3		)	(62		)
Other adjustments	1			(14		)	(13		)
Balance at December 31, 2015	$	54		$	—		$	54

During 2014, Eaton undertook additional restructuring activities in an effort to gain efficiencies in operations. These actions resulted in charges of $54 during 2014, comprised of severance costs totaling $48 and other expenses totaling $6 , of which $32 , $16 , $2 and $4 were recognized in the Vehicle, Hydraulics and Aerospace business segments, and Corporate, respectively.

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These charges were included in Cost of products sold, Selling and administrative expenses or Other income-net, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment. See Note 15 for additional information about business segments.


Note 5.	GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill by segment follow:



	Electrical Products			Electrical Systems and Services			Hydraulics			Aerospace			Vehicle			Total
December 31, 2013	$	7,189		$	4,517		$	1,385		$	1,048		$	356		$	14,495
Goodwill written off from sale of businesses	—			—			—			(78		)	—			(78		)
Translation	(249		)	(203		)	(58		)	(8		)	(6		)	(524		)
December 31, 2014	6,940			4,314			1,327			962			350			13,893
Additions	31			20			—			—			—			51
Reclassifications	(106		)	106			—			—			—			—
Translation	(223		)	(161		)	(68		)	(6		)	(7		)	(465		)
December 31, 2015	$	6,642		$	4,279		$	1,259		$	956		$	343		$	13,479

A summary of other intangible assets follows:



	2015				2014
	Historical cost		Accumulated amortization		Historical cost		Accumulated amortization
Intangible assets not subject to amortization
Trademarks	$	1,661			$	1,844

Intangible assets subject to amortization
Customer relationships	$	3,544	$	1,010	$	3,674	$	834
Patents and technology	1,447		511		1,494		440
Trademarks	1,113		311		980		250
Other	103		22		103		15
Total intangible assets subject to amortization	$	6,207	$	1,854	$	6,251	$	1,539

Amortization expense related to intangible assets subject to amortization in 2015 , and estimated amortization expense for each of the next five years, follows:



2015	$	401
2016	394
2017	384
2018	364
2019	357
2020	352

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Note 6. DEBT

A summary of long-term debt, including the current portion, follows:



	2015			2014
5.45% debentures due 2015	$	—		$	300
4.65% notes due 2015	—			100
0.95% senior notes due 2015	—			600
2.375% debentures due 2016	240			240
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)	250			250
6.10% debentures due 2017	289			289
1.50% senior notes due 2017 ($750 converted to floating rate by interest rate swap)	1,000			1,000
5.60% notes due 2018 ($415 converted to floating rate by interest rate swap)	450			450
4.215% Japanese Yen notes due 2018	83			84
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)	300			300
3.875% debentures due 2020 ($150 converted to floating rate by interest rate swap)	239			239
3.47% notes due 2021 ($275 converted to floating rate by interest rate swap)	300			300
8.10% debentures due 2022	100			100
2.75% senior notes due 2022 ($1,350 converted to floating rate by interest rate swap)	1,600			1,600
3.68% notes due 2023 ($200 converted to floating rate by interest rate swap)	300			300
6.50% debentures due 2025	145			145
7.65% debentures due 2029 ($50 converted to floating rate by interest rate swap)	200			200
4.00% senior notes due 2032	700			700
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)	136			136
5.80% notes due 2037	240			240
4.15% senior notes due 2042	1,000			1,000
5.25% to 8.875% notes (maturities ranging from 2018 to 2035, including $50 converted to floating rate by interest rate swap)	239			239
Other	212			220
Total long-term debt	8,023			9,032
Less current portion of long-term debt	(242		)	(1,008		)
Long-term debt less current portion	$	7,781		$	8,024

O n October 3, 2014, Eaton refinanced a $500 , five -year revolving credit facility and a $750 , three -year revolving credit facility with a $500 , four -year revolving credit facility that will expire October 3, 2018 and a $750 , five -year revolving credit facility that will expire October 3, 2019, respectively. Eaton also maintains a $750 , five -year revolving credit facility that will expire June 14, 2017. These refinancings maintain long-term revolving credit facilities at a total of $2,000 . The revolving credit facilities are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton's revolving credit facilities at December 31, 2015 or 2014. The Company had available lines of credit of $850 from various banks for the issuance of letters of credit, of which there was $351 issued at December 31, 2015 . Borrowings outside the United States are generally denominated in local currencies.

The Company repaid the 5.45% debentures on April 1, 2015 for $300 , the 4.65% notes on June 15, 2015 for $100 and the 0.95% senior notes for $600 on November 2, 2015. On March 20, 2014 and June 16, 2014, the Company repaid the $250 , 5.95% notes due 2014 and the $300 , floating rate notes due 2014 , respectively.

Short-term debt of $426 at December 31, 2015 included $400 short-term commercial paper in the United States, which had a weighted average interest rate of 0.78% , $8 of other short-term debt in the United States, and $18 of short-term debt outside the United States.

The senior notes registered by Eaton Corporation under the Securities Act of 1933 (the Senior Notes) are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. Substantially all of the other debt instruments issued by the Company or any of its subsidiaries is similarly guaranteed on an unsubordinated, unsecured basis by the identical group of guaranteeing entities. See Note 16 for additional information about the Senior Notes.

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Eaton is in compliance with each of its debt covenants for all periods presented.

Maturities of long-term debt for each of the next five years follow:



2016	$	242
2017	1,544
2018	576
2019	340
2020	241

Interest paid on debt follows:



2015	$	271
2014	296
2013	294


Note 7.	RETIREMENT BENEFITS PLANS

Eaton has defined benefits pension plans and other postretirement benefits plans.

Obligations and Funded Status



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2015			2014			2015			2014			2015			2014
Funded status
Fair value of plan assets	$	2,934		$	3,086		$	1,472		$	1,535		$	93		$	116
Benefit obligations	(3,829		)	(4,047		)	(2,175		)	(2,337		)	(575		)	(676		)
Funded status	$	(895	)	$	(961	)	$	(703	)	$	(802	)	$	(482	)	$	(560	)

Amounts recognized in the Consolidated Balance Sheets
Non-current assets	$	11		$	14		$	57		$	77		$	—		$	—
Current liabilities	(57		)	(16		)	(23		)	(26		)	(42		)	(47		)
Non-current liabilities	(849		)	(959		)	(737		)	(853		)	(440		)	(513		)
Total	$	(895	)	$	(961	)	$	(703	)	$	(802	)	$	(482	)	$	(560	)

Amounts recognized in Accumulated other comprehensive loss (pretax)
Net actuarial loss	$	1,322		$	1,377		$	644		$	695		$	95		$	176
Prior service cost (credit)	5			5			9			11			(74		)	(86		)
Total	$	1,327		$	1,382		$	653		$	706		$	21		$	90

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Change in Benefit Obligations



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2015			2014			2015			2014			2015			2014
Balance at January 1	$	4,047		$	3,625		$	2,337		$	2,127		$	676		$	867
Service cost	123			117			71			66			6			13
Interest cost	156			162			72			85			24			32
Actuarial (gain) loss	(179		)	470			(23		)	355			(66		)	(36		)
Gross benefits paid	(318		)	(329		)	(100		)	(106		)	(86		)	(91		)
Currency translation	—			—			(182		)	(190		)	(8		)	(4		)
Plan amendments	—			2			—			—			(1		)	(84		)
Other	—			—			—			—			30			(21		)
Balance at December 31	$	3,829		$	4,047		$	2,175		$	2,337		$	575		$	676

Accumulated benefit obligation	$	3,672		$	3,894		$	2,049		$	2,181

Change in Plan Assets



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2015			2014			2015			2014			2015			2014
Balance at January 1	$	3,086		$	2,940		$	1,535		$	1,432		$	116		$	138
Actual return on plan assets	(55		)	226			29			191			1			4
Employer contributions	221			248			109			114			31			40
Gross benefits paid	(318		)	(329		)	(100		)	(106		)	(86		)	(91		)
Currency translation	—			—			(101		)	(96		)	—			—
Other	—			1			—			—			31			25
Balance at December 31	$	2,934		$	3,086		$	1,472		$	1,535		$	93		$	116

The components of pension plans with an accumulated benefit obligation in excess of plan assets at December 31 follow:



	United States pension liabilities				Non-United States pension liabilities
	2015		2014		2015		2014
Projected benefit obligation	$	3,376	$	3,557	$	1,387	$	1,524
Accumulated benefit obligation	3,219		3,403		1,328		1,446
Fair value of plan assets	2,470		2,581		650		673

Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss follow:



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2015			2014			2015			2014			2015			2014
Balance at January 1	$	1,382		$	1,054		$	706		$	528		$	90		$	184
Prior service cost arising during the year	—			2			—			—			(1		)	(84		)
Net loss (gain) arising during the year	138			490			47			262			(62		)	(34		)
Currency translation	—			—			(58		)	(55		)	(4		)	(1		)
Less amounts included in expense during the year	(193		)	(164		)	(42		)	(29		)	(2		)	25
Net change for the year	(55		)	328			(53		)	178			(69		)	(94		)
Balance at December 31	$	1,327		$	1,382		$	653		$	706		$	21		$	90

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Benefits Expense



	United States pension benefit expense									Non-United States pension benefit expense									Other postretirement benefits expense
	2015			2014			2013			2015			2014			2013			2015			2014			2013
Service cost	$	123		$	117		$	128		$	71		$	66		$	62		$	6		$	13		$	20
Interest cost	156			162			147			72			85			80			24			32			35
Expected return on plan assets	(262		)	(246		)	(226		)	(99		)	(98		)	(85		)	(5		)	(6		)	(6		)
Amortization	119			93			133			40			27			27			2			6			14
	136			126			182			84			80			84			27			45			63
Settlements, curtailments and other	74			71			53			2			2			2			—			(31		)	—
Total expense	$	210		$	197		$	235		$	86		$	82		$	86		$	27		$	14		$	63

The estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost in 2016 follow:



	United States pension liabilities		Non-United States pension liabilities		Other postretirement liabilities
Actuarial loss	$	165	$	34	$	5
Prior service cost (credit)	1		1		(14		)
Total	$	166	$	35	$	(9	)

Retirement Benefits Plans Assumptions

For purposes of determining liabilities related to pension plans and other postretirement benefits plans in the United States, the Company updated its mortality assumption in 2014 to use the RP-2014 tables with a generational improvement scale based on MP-2014. In 2015, the Company updated its mortality assumption to use 2014 tables and a generational improvement scale that are based on MP-2015.

Beginning in 2016, the Company will adopt a change in the method it will use to estimate the service and interest cost components of net periodic benefit cost for its defined benefit pension and other postretirement benefit plans. Historically, for the vast majority of its plans, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. Beginning in 2016, the Company will use a spot rate approach by applying the specific spot rates along the yield curve to the relevant projected cash flows in the estimation of the service and interest components of benefit cost, resulting in a more precise measurement. This change does not affect the measurement of total benefit obligations. The change will be accounted for as a change in estimate and, accordingly, will be accounted for prospectively starting in 2016. The discount rates that will be used to measure service and interest cost during 2016 are 4.3% and 3.3% , respectively. The discount rate that was measured at December 31, 2015 and would have been used for service and interest cost under the prior estimation method was 4.0% . The reductions in service cost and interest cost for 2016 associated with this change in estimate are expected to be $3 and $42 , respectively.

Pension Plans



	United States pension plans						Non-United States pension plans
	2015		2014		2013		2015		2014		2013
Assumptions used to determine benefit obligation at year-end
Discount rate	4.22	%	3.97	%	4.67	%	3.46	%	3.33	%	4.20	%
Rate of compensation increase	3.18	%	3.16	%	3.16	%	3.12	%	3.13	%	3.12	%

Assumptions used to determine expense
Discount rate	3.97	%	4.67	%	3.97	%	3.33	%	4.20	%	4.17	%
Expected long-term return on plan assets	8.50	%	8.40	%	8.45	%	6.92	%	7.00	%	6.92	%
Rate of compensation increase	3.16	%	3.16	%	3.16	%	3.13	%	3.12	%	3.09	%

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The expected long-term rate of return on pension assets was determined for each country and reflects long-term historical data taking into account each plan's target asset allocation. The discount rate was determined using appropriate bond data for each country.

Other Postretirement Benefits Plans

A summary of the fair value of other postretirement benefits plan assets at December 31, 2015 and 2014 , follows:



	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2015
Common collective trusts
Global equities	$	44	$	—	$	44	$	—
Fixed income securities	18		—		18		—
United States treasuries	20		20		—		—
Cash equivalents	11		11		—		—
Total other postretirement benefits plan assets	$	93	$	31	$	62	$	—



2014
Common collective trusts
Global equities	$	54	$	—	$	54	$	—
Fixed income securities	24		—		24		—
United States treasuries	37		37		—		—
Cash equivalents	1		1		—		—
Total other postretirement benefits plan assets	$	116	$	38	$	78	$	—

Valuation Methodologies

Following is a description of the valuation methodologies used for pension and other postretirement benefits plan assets measured at fair value. There have been no changes in the methodologies used at December 31, 2015 and 2014 .

Common collective trusts - Valued at the net unit value of units held by the trust at year end. The unit value is determined by the total value of fund assets divided by the total number of units of the fund owned. The equity investments in collective trusts are predominantly in index funds for which the underlying securities are actively traded in public markets based upon readily measurable prices.

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Fixed income securities - These securities consist of publicly traded United States and non-United States fixed interest obligations (principally corporate and government bonds and debentures). The fair value of corporate and government debt securities is determined through third-party pricing models that consider various assumptions, including time value, yield curves, credit ratings, and current market prices. The Company verifies the results of trustees or custodians and evaluates the pricing classification of these securities by performing analyses using other third-party sources.

United States treasuries - Valued at the closing price of each security.

Bank loans - These securities consist of senior secured term loans of publicly traded and privately held United States and non-United States floating rate obligations (principally corporations of non-investment grade rating). The fair value is determined through third-party pricing models that primarily utilize dealer quoted current market prices. The Company verifies the results of trustees or custodians and evaluates the pricing classification of these securities by performing analyses using other third-party sources.

Real estate and equity securities - These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified as Level 1.

Cash equivalents - Primarily certificates of deposit, commercial paper, money market funds and repurchase agreements.

Hedge funds - Consists of direct investments in hedge funds through limited partnership interests. Values are based on the estimated fair value of the ownership interest in the investment as determined by the General Partner. The majority of the holdings of the hedge funds are in equity securities traded on public exchanges. The investment terms of the hedge funds allow capital to be redeemed quarterly given prior notice with certain limitations.

Exchange traded funds - Valued at the closing price of the exchange traded fund's shares.

Other - Primarily insurance contracts for international plans and also futures contracts and over-the-counter options. These investments are valued based on the closing prices of future contracts or indices as available on Bloomberg or similar service, and private equity investments.

For additional information regarding fair value measurements, see Note 12.

Defined Contribution Plans

The Company has various defined contribution benefit plans, primarily consisting of the plans in the United States. The total contributions related to these plans are charged to expense and were as follows:



2015	$	137
2014	141
2013	121


Note 8.	COMMITMENTS AND CONTINGENCIES

Legal Contingencies

Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, patent infringement, personal injuries, antitrust matters, and employment-related matters. Eaton is also subject to asbestos claims from historic products which may have contained asbestos. Historically, significant insurance coverage has been available to cover costs associated with these claims. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes they will not have a material adverse effect on the consolidated financial statements.

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In December 2010, a Brazilian court held that a judgment obtained by a Brazilian company, Raysul, against another Brazilian company, Saturnia, which was sold by Eaton in 2006 , could be enforced against Eaton Ltda. This judgment is based on an alleged violation of an agency agreement between Raysul and Saturnia. At December 31, 2015 , the Company has a total accrual of 96 Brazilian Reais related to this matter ( $24 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ( $15 based on current exchange rates) with an additional 36 Brazilian Reais recognized through December 31, 2015 ( $9 based on current exchange rates). In 2010, Eaton filed motions for clarification with the Brazilian court of appeals which were denied on April 6, 2011 . Eaton Holding and Eaton Ltda. filed appeals on various issues to the Superior Court of Justice in Brasilia. In April 2013 , the Superior Court of Justice ruled in favor of Raysul. Additional motions for clarification were filed with the Superior Court of Justice in Brasilia and were denied. On February 2, 2015, a final appeal was filed with the Superior Court of Justice in Brasilia. The Company expects that any sum it may be required to pay in connection with this matter will not exceed the amount of the recorded liability.

On October 5, 2006, ZF Meritor LLC and Meritor Transmission Corporation (collectively, Meritor) filed an action against Eaton in the United States District Court for Delaware. The action sought damages, which would have been trebled under United States antitrust laws, as well as injunctive relief and costs. The suit alleged that Eaton engaged in anti-competitive conduct against Meritor in the sale of heavy-duty truck transmissions in North America. On June 23, 2014, Eaton announced it signed a settlement agreement with Meritor in the amount of $500 that resolved the lawsuit and removed the uncertainty of a trial and appeal process. On July 16, 2014, Eaton paid Meritor the $500 .

Frisby Corporation, now known as Triumph Actuation Systems, LLC, and other claimants (collectively, Triumph) asserted claims alleging, among other things, unfair competition, defamation, malicious prosecution, deprivation of civil rights, and antitrust in the Hinds County Circuit Court of Mississippi in 2004 and in the Federal District Court of North Carolina in 2011. Eaton had asserted claims against Triumph regarding improper use of trade secrets and these claims were dismissed by the Hinds County Circuit Court. On June 18, 2014, Eaton announced it signed a settlement agreement with Triumph in the amount of $147.5 that resolved all claims and lawsuits and removed the uncertainty of a trial and appeal process. On July 8, 2014, Eaton paid Triumph the $147.5 .

Environmental Contingencies

Eaton has established policies to ensure that its operations are conducted in keeping with good corporate citizenship and with a positive commitment to the protection of the natural and workplace environments. The Company's manufacturing facilities are required to be certified to ISO 14001, an international standard for environmental management systems. The Company routinely reviews EHS performance at each of its facilities and continuously strives to improve pollution prevention.

Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law, or the state equivalents thereof, at a number of disposal sites. The Company became involved in these sites as a result of government action or in connection with business acquisitions. At the end of 2015 , the Company was involved with a total of 137 sites worldwide, including the Superfund sites mentioned above, with none of these sites being individually significant to the Company.

Remediation activities, generally involving soil and/or groundwater contamination, include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility study, design and action planning, performance (where actions may range from monitoring, to removal of contaminants, to installation of longer-term remediation systems), and operation and maintenance of a remediation system. The extent of expected remediation activities and costs varies by site. A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs when it is probable that a liability has been incurred. Actual results may differ from these estimates. At December 31, 2015 and 2014 , the Company had an accrual totaling $131 and $140 , respectively, for these costs.

Based upon Eaton's analysis and subject to the difficulty in estimating these future costs, the Company expects that any sum it may be required to pay in connection with environmental matters is not reasonably possible to exceed the recorded liability by an amount that would have a material effect on its financial position, results of operations or cash flows.

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Warranty Accruals

A summary of the current and long-term warranty accruals follows:



	2015			2014			2013
Balance at January 1	$	213		$	189		$	185
Provision	104			125			107
Settled	(114		)	(120		)	(99		)
Other	(8		)	19			(4		)
Balance at December 31	$	195		$	213		$	189

Lease Commitments

Eaton leases certain real properties and equipment. A summary of minimum rental commitments at December 31, 2015 under noncancelable operating leases, which expire at various dates and in most cases contain renewal options, for each of the next five years and thereafter in the aggregate, follow:



2016	$	151
2017	116
2018	87
2019	49
2020	32
Thereafter	55
Total noncancelable lease commitments	$	490

A summary of rental expense follows:



2015	$	225
2014	244
2013	241


Note 9.	INCOME TAXES

Eaton Corporation plc is domiciled in Ireland. Income (loss) before income taxes and income tax (benefit) expense are summarized below based on the geographic location of the operation to which such earnings and income taxes are attributable. Certain Eaton operations which are located outside the United States are subject to income tax in both the United States as well as the country in which the operations are located. As a result, income before tax by location and the components of income tax expense by taxing jurisdiction are not directly related. For purposes of this note, Puerto Rico is classified in Foreign - other since Puerto Rico is not part of the United States corporate tax system.



	Income (loss) before income taxes
	2015			2014			2013
Ireland	$	(608	)	$	(332	)	$	184
Foreign	2,753			2,093			1,700
Total income before income taxes	$	2,145		$	1,761		$	1,884

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	Income tax expense (benefit)
	2015			2014			2013
Current
Ireland	$	8		$	(13	)	$	17
United States
Federal	88			87			89
State and local	22			41			7
Foreign - other	240			239			244
Total current income tax expense	358			354			357

Deferred
Ireland	1			2			—
United States
Federal	(65		)	(224		)	(295		)
State and local	(6		)	(49		)	(23		)
Foreign - other	(124		)	(125		)	(28		)
Total deferred income tax benefit	(194		)	(396		)	(346		)
Total income tax expense (benefit)	$	164		$	(42	)	$	11

Reconciliations of income taxes from the Ireland national statutory rate of 25% to the consolidated effective income tax rate follow:



	2015		2014		2013
Income taxes at the applicable statutory rate	25.0	%	25.0	%	25.0	%

Ireland operations
Ireland tax on trading income	(0.4	)%	(0.1	)%	(1.4	)%
Nondeductible interest expense	7.9	%	4.8	%	—	%

United States operations
United States (loss) income	(0.4	)%	(2.8	)%	(2.8	)%
Nondeductible goodwill - Aerospace divestitures	—	%	1.4	%	—	%
Credit for research activities	(0.8	)%	(1.0	)%	(2.0	)%
Other - net	5.4	%	1.5	%	1.3	%

Other foreign operations
United States foreign tax credit	(0.8	)%	(1.1	)%	(1.8	)%
Other foreign operations (earnings taxed at other than the applicable statutory tax rate)	(25.1	)%	(24.8	)%	(17.6	)%
Other foreign operations - other items	(0.5	)%	(1.0	)%	0.2	%

Worldwide operations
Adjustments to tax liabilities	(1.4	)%	(1.7	)%	(1.1	)%
Adjustments to valuation allowances	(1.2	)%	(2.6	)%	0.8	%
Effective income tax expense (benefit) rate	7.7	%	(2.4	)%	0.6	%

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During 2015 , income tax expense of $164 was recognized (an effective tax expense rate of 7.7% ) compared to income tax benefit of $42 for 2014 (an effective tax benefit rate of 2.4% ) and income tax expense of $11 for 2013 (an effective tax expense rate of 0.6% ). Excluding the net tax benefit of 7.6% for the Meritor and Triumph litigation settlements and related legal costs and the gain on the sale of the Aerospace businesses, all of which occurred in the second quarter of 2014 , the income tax rate was 5.2% for 2014 . The 2015 income tax rate increased from 2014 primarily due to greater levels of income earned in higher tax jurisdictions and net increases in worldwide tax liabilities. Excluding the previously mentioned litigation settlements and gain on the sale of businesses, the 2014 income tax rate increased from 2013 due to greater levels of income earned in higher tax jurisdictions and net increases in worldwide tax liabilities, partially offset by additional foreign tax credit recognition in the United States and recognition of deferred tax assets in foreign jurisdictions.

See Note 8 and Note 2 for additional information about litigation settlements and sales of businesses, respectively.

No provision has been made for income taxes on undistributed earnings of foreign subsidiaries of approximately $15.1 billion at December 31, 2015 , since it is the Company's intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.

The Company expects to deploy capital to those markets which offer particularly attractive growth opportunities. Given expected population growth and economic growth rates, most of the particularly attractive markets are outside of the United States. The cash that is permanently reinvested is typically used to expand these operations either organically or through acquisitions. Beginning in December 2012, Eaton Corporation became owned by an Irish parent company which has provided enhanced cash flow flexibility without incurring significant incremental tax. In addition, the Company expects that minimal to no Irish tax would apply to dividends paid to the Irish parent due to the impact of the Irish foreign tax credit system. The Company's public dividends and share repurchases are funded primarily from Non-U.S. operations.

Worldwide income tax payments follow:



2015	$	302
2014	258
2013	272

Deferred Income Tax Assets and Liabilities

Components of current and noncurrent deferred income taxes follow:



	2015			2014
	Noncurrent assets and liabilities			Current assets and liabilities			Noncurrent assets and liabilities
Accruals and other adjustments
Employee benefits	$	808		$	148		$	773
Depreciation and amortization	(1,824		)	—			(2,010		)
Other accruals and adjustments	717			476			282
United States federal income tax loss carryforwards	20			—			58
United States federal income tax credit carryforwards	183			—			150
United States state and local tax loss carryforwards and tax credit carryforwards	63			—			76
Other foreign tax loss carryforwards	2,265			—			2,112
Other foreign income tax credit carryforwards	70			—			49
Valuation allowance for income tax loss and income tax credit carryforwards	(2,315		)	(24		)	(2,134		)
Other valuation allowances	(15		)	(7		)	(29		)
Total deferred income taxes	$	(28	)	$	593		$	(673	)

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In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). ASU 2013-11 requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions except where the deferred tax asset or other carryforward are not available for use. The adoption of this standard resulted in a reduction of the Company’s consolidated long term deferred tax assets by $262 in 2015 and $146 in 2014 .

At the end of 2015 , United States federal income tax loss carryforwards and income tax credit carryforwards are available to reduce future United States federal income tax liabilities. These carryforwards and their respective expiration dates are summarized below:



	2016 through 2020		2021 through 2025		2026 through 2030		2031 through 2035		2036 through 2040		Not subject to expiration		Valuation allowance
United States federal income tax loss carryforwards	$	—	$	—	$	35	$	415	$	—	$	—	$	—
United States federal deferred income tax assets for income tax loss carryforwards	—		—		12		107		—		—		(12		)
United States federal deferred income tax assets for income tax loss carryforwards after ASU 2013-11	—		—		12		8		—		—		(12		)
United States federal income tax credit carryforwards	28		69		27		108		21		30		(66		)
United States federal income tax credit carryforwards after ASU 2013-11	28		69		25		40		21		—		(66		)

United States state and local tax loss carryforwards and tax credit carryforwards with a future tax benefit are also available at the end of 2015 . The deferred tax assets for these carryforwards and their respective expiration dates are summarized below:



	2016 through 2020		2021 through 2025		2026 through 2030		2031 through 2035		2036 through 2040		Not subject to expiration		Valuation allowance
United States state and local deferred income tax assets for income tax loss carryforwards - net of federal tax effect	$	7	$	17	$	12	$	9	$	—	$	—	$	(18	)
United States state and local deferred income tax assets for income tax loss carryforwards - net of federal tax effect after ASU 2013-11	—		12		12		9		—		—		(18		)
United States state and local income tax credit carryforwards - net of federal tax effect	10		10		6		3		5		—		(16		)
United States state and local income tax credit carryforwards - net of federal tax effect after ASU 2013-11	8		9		6		2		5		—		(16		)

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At December 31, 2015 , certain non-United States subsidiaries had tax loss carryforwards and income tax credit carryforwards that are available to offset future taxable income. These carryforwards and their respective expiration dates are summarized below:



	2016 through 2020		2021 through 2025		2026 through 2030		2031 through 2035		Not subject to expiration		Valuation allowance
Non-United States income tax loss carryforwards	$	125	$	146	$	3	$	—	$	10,092	$	—
Non-United States deferred income tax assets for income tax loss carryforwards	33		35		1		—		2,196		(2,171		)
Non-United States income tax credit carryforwards	7		15		16		—		32		(32		)

Recoverability of Deferred Income Tax Assets

Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine its income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.

Management evaluates the realizability of deferred income tax assets for each of the jurisdictions in which it operates. If the Company experiences cumulative pretax income in a particular jurisdiction in the three -year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if the Company experiences cumulative pretax losses in a particular jurisdiction in the three -year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, prudent and feasible tax planning strategies, and estimates of future earnings and taxable income using the same assumptions as those used for the Company's goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance.

Applying the above methodology, valuation allowances have been established for certain deferred income tax assets to the extent they are not expected to be realized within the particular tax carryforward period.

Unrecognized Income Tax Benefits

A summary of gross unrecognized income tax benefits follows:



	2015			2014			2013
Balance at January 1	$	493		$	479		$	444
Increases and decreases as a result of positions taken during prior years
Transfers from valuation allowances	—			(3		)	13
Other increases, including currency translation	34			37			7
Other decreases, including currency translation	(34		)	(3		)	(7		)
Balances related to acquired businesses	(1		)	(3		)	2
Increases as a result of positions taken during the current year	109			65			35
Decreases relating to settlements with tax authorities	—			(51		)	(6		)
Decreases as a result of a lapse of the applicable statute of limitations	(17		)	(28		)	(9		)
Balance at December 31	$	584		$	493		$	479

Eaton's long-term policy has been to enter into tax planning strategies only if it is more likely than not that the benefit would be sustained upon audit. For example, the Company does not enter into any of the United States Internal Revenue Service (IRS) Listed Transactions as set forth in Treasury Regulation 1.6011-4.

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $475 .

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As of December 31, 2015 and 2014 , Eaton had accrued approximately $108 and $120 , respectively, for the payment of worldwide interest and penalties, which are not included in the table of unrecognized income tax benefits above. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. The Company has accrued penalties in jurisdictions primarily where they are automatically applied to any deficiency, regardless of the merit of the position.

The resolution of the majority of Eaton's unrecognized income tax benefits is dependent upon uncontrollable factors such as the prospect of retroactive regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. Therefore, for the majority of unrecognized income tax benefits, it is not reasonably possible to estimate the increase or decrease in the next 12 months. For each of the unrecognized income tax benefits where it is possible to estimate the increase or decrease in the balance within the next 12 months, the Company does not anticipate any significant change.

Eaton or its subsidiaries file income tax returns in Ireland and many countries around the world. The IRS has completed its examination of Eaton Corporation and Includible Subsidiaries United States income tax returns for 2007 through 2010 and has issued a Statutory Notice of Deficiency (Notice) as discussed below. The statute of limitations on these tax years remains open until the matter is resolved. In 2015, the IRS began its examination of tax years 2011 through 2013. During 2015, the Company extended the statute of limitations to September 2018 for tax years 2011 through 2013. Tax years 2014 and 2015 are still subject to examination by the IRS.

With respect to the pre-acquisition years of BZ Holdings Inc. and Subsidiaries (the former U.S. holding company for Cooper Industries), the IRS examination of the United States income tax returns for 2010, 2011, and the period ended December 21, 2012 was completed and settled without significant effect on the consolidated financial statements. The statute of limitations closed for tax years 2010 and 2011 on September 15, 2015. The statute of limitations on the final return period ended December 21, 2012 remains open until September 15, 2016. On December 22, 2012, BZ Holdings Inc. and Subsidiaries joined the Eaton US Holdings Inc. and Includible Subsidiaries consolidated United States income tax return for 2012.

Eaton is also under examination for the income tax filings in various states of the United States and in many other foreign jurisdictions. With only a few exceptions, Eaton Corporation and Includible Subsidiaries are no longer subject to income tax examinations from states and localities within the United States for years before 2011 . Income tax returns of states and localities within the United States will be reopened to the extent of United States federal income tax adjustments, if any, going back to 2005 when those audit years are finalized. Some states and localities may not limit their assessment to the United States federal adjustments, and may require the opening of the entire tax year. In addition, with only a few exceptions, BZ Holdings Inc. and Includible Subsidiaries are no longer subject to United States state and local income tax examinations for years before 2011 . With only a few exceptions, the other foreign subsidiaries of both Eaton and Cooper are no longer subject to examinations for years before 2007 .

At the end of the fourth quarter of 2011, the IRS issued a Notice for Eaton Corporation and Includible Subsidiaries 2005 and 2006 tax years (the 2011 Notice). The 2011 Notice proposed assessments of $75 in additional taxes plus $52 in penalties related primarily to transfer pricing adjustments for products manufactured in the Company's facilities in Puerto Rico and the Dominican Republic and sold to affiliated companies located in the U.S., net of agreed credits and deductions. The Company has set its transfer prices for products sold between these affiliates at the same prices that the Company sells such products to third parties as required by two successive Advance Pricing Agreements (APAs) the Company entered into with the IRS. For the years 2001 through 2004, the IRS had previously accepted the transfer pricing methodology related to these APAs after a comprehensive review conducted in two separate audit cycles. On December 16, 2011 , immediately prior to the 2011 Notice being issued, the IRS sent a letter stating that it was retrospectively canceling the APAs, even though their respective APA terms had already expired.

The Company is contesting the proposed assessments. The Company believes that it was in full compliance with the terms of the two APAs, and that the IRS's cancellation of these two APAs is without merit. On February 29, 2012, the Company filed a Petition with the U.S. Tax Court in which it asserted that the transfer pricing established in the APAs meets the arms-length standard set by the U.S. income tax laws, and accordingly, that the APAs should be enforced in accordance with their terms. The case involves both whether the APAs should be enforced and, if not, the appropriate transfer pricing methodology. The Company believes that another important U.S. Tax Court decision in 2015 further supports the Company's arms-length transfer pricing methodology. The case was tried before the U.S. Tax Court in August and September 2015. The case will be fully submitted to the Court after the parties complete post-trial briefing in April 2016.

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During the third quarter of 2014, the Company received a Notice from the IRS for the 2007 through 2010 tax years (the 2014 Notice) proposing assessments of $190 in additional taxes plus $72 in penalties, net of agreed credits and deductions. The proposed assessments pertain primarily to the same transfer pricing issues that are currently in litigation for the 2011 Notice, as noted above. During 2007 through 2010, the Company set its transfer prices for products sold between these affiliates consistent with the terms of a written APA between it and the IRS that covered the years at issue. To establish the relevant transfer prices, the APA relied on prices at which the Company sells the products to third parties. The Company has continued to apply the arms-length transfer pricing methodology for 2011 through the current reporting period. The 2014 Notice includes a separate proposed assessment involving the recognition of income for several of the Company’s controlled foreign corporations. The Company believes that these proposed assessments are without merit. On November 25, 2014, the Company filed a Petition with the U.S. Tax Court in which it challenged the IRS's adjustments. The Company expects the outcome of the 2014 Notice on the transfer pricing matter to be determined by the judicial decision related to the 2011 Notice.

Also during the third quarter of 2014, the Company resolved an uncertain tax position with a European government. The resolution had minimal impact on the Company's Consolidated Statements of Income.

During 2010, the Company received a tax assessment of $64 , plus interest and penalties, in Brazil for the tax years 2005 through 2008 that relates to the amortization of certain goodwill generated from the acquisition of third-party businesses and corporate reorganizations. The Company is contesting the assessment, which is under review at the second of three administrative appeals levels. During 2013, the Brazilian tax authorities began an audit of tax years 2009 through 2012. During the third quarter of 2014, the Company received a tax assessment of $50 , plus interest and penalties, for the 2009 through 2012 tax years (primarily relating to the same issues concerning the 2005 through 2008 tax years), which the Company is also contesting and is under review in the second of three administrative appeals levels. Multiple outside advisors have stated that Brazilian tax authorities are raising the issue for most clients with similar facts and that the matter is expected to require at least 10 years to resolve. The Company continues to believe that final resolution of the assessments will not have a material impact on its consolidated financial statements.

For the first time, during 2015, the Organization for Economic Cooperation and Development (OECD), in conjunction with the G20, finalized broad-based international tax policy guidelines that involve transfer pricing and other international tax subjects. While some member jurisdictions automatically adopt the new OECD guidelines, most member countries can adopt the guidelines only by new law or regulations. The Company is currently adopting processes to comply with the reporting requirements specified by the guidelines and is evaluating the other parts of the guidelines.


Note 10.	EATON SHAREHOLDERS' EQUITY

There are 750 million Eaton ordinary shares authorized ( $0.01 par value per share), 458.8 million and 467.9 million of which were issued and outstanding at December 31, 2015 and 2014 , respectively. Eaton's Memorandum and Articles of Association authorized 40 thousand deferred ordinary shares ( €1.00 par value per share) and 10 thousand preferred A shares ( $1.00 par value per share), all of which were issued and outstanding at December 31, 2015 and 2014 , and 10 million serial preferred shares ( $0.01 par value per share), none of which is outstanding at December 31, 2015 and 2014 . At December 31, 2015 , there were 18,538 holders of record of Eaton ordinary shares. Additionally, 23,559 current and former employees were shareholders through participation in the Eaton Savings Plan, Eaton Personal Investment Plan, Eaton Puerto Rico Retirement Savings Plan.

On September 28, 2011, Eaton Corporation's Board of Directors adopted a common share repurchase program (2011 Program) which authorized the purchase of up to 20 million common shares, not to exceed an aggregate purchase price of $1.25 billion . During 2012, no common shares were repurchased under the 2011 Program. On April 24, 2013 , the Company's shareholders authorized the Board of Directors to adopt an ordinary share repurchase program (the 2013 Program) for up to 40 million ordinary shares at prices between 70% and 120% of the closing price of Eaton's ordinary shares on the day preceding the day of purchase. On October 22, 2013 , Eaton's Board of Directors adopted the 2013 Program. The ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During 2015 and 2014 , 11.3 million and 9.6 million ordinary shares were repurchased under the 2013 Program in the open market at a total cost of $682 and $650 , respectively. During 2013 , no ordinary shares were repurchased under the 2013 Program.

Eaton has deferral plans that permit certain employees and directors to defer a portion of their compensation. A trust contains $16 and $19 of ordinary shares and marketable securities, as valued at December 31, 2015 and 2014 , respectively, to fund a portion of these liabilities. The marketable securities were included in Other assets and the ordinary shares were included in Shareholders' equity at historical cost.

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On February 24, 2016, Eaton's Board of Directors declared a quarterly dividend of $0.57 per ordinary share, payable on March 18, 2016, to shareholders of record at the close of business on March 7, 2016.

Comprehensive Income (Loss)

Comprehensive income (loss) consists primarily of net income, currency translation and related hedging instruments, changes in unrecognized costs of pension and other postretirement benefits, and changes in the effective portion of open derivative contracts designated as cash flow hedges. The following table summarizes the pre-tax and after-tax amounts recognized in Comprehensive income (loss):



	2015						2014						2013
	Pre-tax			After-tax			Pre-tax			After-tax			Pre-tax			After-tax
Currency translation and related hedging instruments	$	(1,080	)	$	(1,078	)	$	(1,014	)	$	(1,019	)	$	(30	)	$	(28	)

Pensions and other postretirement benefits
Prior service credit (cost) arising during the year	1			1			82			51			(6		)	(4		)
Net (loss) gain arising during the year	(123		)	(89		)	(718		)	(519		)	456			277
Currency translation	62			46			56			47			(5		)	(4		)
Other	—			(3		)	—			(4		)	2			16
Amortization of actuarial loss and prior service cost reclassified to earnings	237			156			168			110			229			144
	177			111			(412		)	(315		)	676			429

Cash flow hedges
Gain (loss) on derivatives designated as cash flow hedges	20			13			(3		)	(2		)	6			3
Changes in cash flow hedges reclassified to earnings	(16		)	(10		)	(5		)	(3		)	—			—
Cash flow hedges, net of reclassification adjustments	4			3			(8		)	(5		)	6			3
Other comprehensive (loss) income attributable to Eaton ordinary shareholders	$	(899	)	$	(964	)	$	(1,434	)	$	(1,339	)	$	652		$	404

The changes in Accumulated other comprehensive loss follow:



	Currency translation and related hedging instruments			Pensions and other postretirement benefits			Cash flow hedges			Total
Balance at December 31, 2014	$	(1,414	)	$	(1,485	)	$	—		$	(2,899	)
Other comprehensive (loss) income before reclassifications	(1,078		)	(45		)	13			(1,110		)
Amounts reclassified from Accumulated other comprehensive loss (income)	—			156			(10		)	146
Net current-period Other comprehensive (loss) income	(1,078		)	111			3			(964		)
Balance at December 31, 2015	$	(2,492	)	$	(1,374	)	$	3		$	(3,863	)

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The reclassifications out of Accumulated other comprehensive loss follow:



	December 31, 2015			Consolidated Statements of Income classification
Amortization of defined benefit pension and other postretirement benefits items
Actuarial loss and prior service cost	$	(237	)	¹
Tax benefit	81
Total, net of tax	(156		)

Gains and (losses) on cash flow hedges
Currency exchange contracts	16			Cost of products sold
Tax expense	(6		)
Total, net of tax	10

Total reclassifications for the period	$	(146	)

¹ These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 7 for additional information about defined benefit pension and other postretirement benefits items.

Net Income Per Share Attributable to Eaton Ordinary Shareholders

A summary of the calculation of net income per share attributable to Eaton ordinary shareholders follows:



(Shares in millions)	2015		2014		2013
Net income attributable to Eaton ordinary shareholders	$	1,979	$	1,793	$	1,861

Weighted-average number of ordinary shares outstanding - diluted	467.1		476.8		476.7
Less dilutive effect of equity-based compensation	1.6		2.7		3.2
Weighted-average number of ordinary shares outstanding - basic	465.5		474.1		473.5

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	4.23	$	3.76	$	3.90
Basic	4.25		3.78		3.93

In 2015 , 2014 , and 2013 , 1.6 million , 0.5 million , and 0.2 million stock options, respectively, were excluded from the calculation of diluted net income per share attributable to Eaton ordinary shareholders because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive.

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Note 11. EQUITY-BASED COMPENSATION

Restricted Stock Units and Awards

Restricted stock units (RSUs) and restricted stock awards (RSAs) have been issued to certain employees and directors. Participants awarded RSUs do not receive dividends; therefore, the fair value is determined by reducing the closing market price of the Company’s ordinary shares on the date of grant by the present value of the estimated dividends had they been paid. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. The fair value of RSAs is determined based on the closing market price of the Company’s ordinary shares at the date of grant. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. A summary of the RSU and RSA activity for 2015 follows:



(Restricted stock units and awards in millions)	Number of restricted stock units and awards		Weighted-average fair value per unit and award
Non-vested at January 1	2.8		$	60.11
Granted	1.1		67.46
Vested	(1.6	)	57.50
Forfeited	(0.2	)	66.94
Non-vested at December 31	2.1		$	65.06

Information related to RSUs and RSAs follows:



	2015		2014		2013
Pretax expense for RSUs and RSAs	$	68	$	81	$	69
After-tax expense for RSUs and RSAs	44		53		45
Fair value of vested RSUs and RSAs	110		105		82

As of December 31, 2015 , total compensation expense not yet recognized related to non-vested RSUs and RSAs was $82 , and the weighted-average period in which the expense is expected to be recognized is 2.7 years. Excess tax benefit for RSUs and RSAs totaled $5 , and $10 for 2014 and 2013 , respectively. There was no excess tax benefit for RSU's and RSA's in 2015 .

Performance Share Units

In February 2015 , the Compensation and Organization Committee of the Board of Directors approved the grant of performance share units (PSUs) to certain employees that vest based on the satisfaction of a three-year service period and the achievement of certain performance metrics over that same period. Upon vesting, PSU holders receive dividends that accumulate during the vesting period. The fair value of these PSUs is determined based on the closing market price of the Company's ordinary shares at the date of grant. Equity-based compensation expense is recognized over the period an employee is required to provide service based on the number of PSUs for which achievement of the performance objectives is probable. A summary of PSU activity for 2015 follows:



(Performance share units in millions)	Number of performance share units		Weighted-average fair value per unit
Non-vested at January 1	—		$	—
Granted	0.9		71.72
Vested	—		—
Forfeited	(0.1	)	71.72
Non-vested at December 31	0.8		$	71.72

Information related to PSUs follows:



	2015
Pretax expense for PSUs	$	2
After-tax expense for PSUs	1

As of December 31, 2015 , total compensation expense not yet recognized related to non-vested PSUs was $5 and the weighted average period in which the expense is to be recognized is 2 years.

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Stock Options

Under various plans, stock options have been granted to certain employees and directors to purchase ordinary shares at prices equal to fair market value on the date of grant. Substantially all of these options vest ratably during the three -year period following the date of grant and expire 10 years from the date of grant. Compensation expense is recognized for stock options based on the fair value of the options at the date of grant and amortized on a straight-line basis over the period the employee or director is required to provide service.

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period equal to the expected life of the option); the expected option life (an estimate based on historical experience); the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option). A summary of the assumptions used in determining the fair value of stock options follows:



	2015			2014			2013
Expected volatility	29		%	34		%	36		%
Expected option life in years	5.5			5.5			5.5
Expected dividend yield	2.6		%	2.4		%	2.0		%
Risk-free interest rate	1.6 to 1.5%			1.7 to 1.5%			1.5 to 0.8%
Weighted-average fair value of stock options granted	$	15.25		$	19.46		$	17.49

A summary of stock option activity follows:



(Options in millions)	Weighted-average exercise price per option		Options		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding at January 1, 2015	$	47.30	7.0
Granted	71.66		0.8
Exercised	37.91		(1.4	)
Forfeited and canceled	71.18		(0.2	)
Outstanding at December 31, 2015	$	51.94	6.2		4.3	$	36.2

Exercisable at December 31, 2015	$	47.23	5.0		3.3	$	36.2
Reserved for future grants at December 31, 2015			25.5

The aggregate intrinsic value in the table above represents the total excess of the $52.04 closing price of Eaton ordinary shares on the last trading day of 2015 over the exercise price of the stock option, multiplied by the related number of options outstanding and exercisable. The aggregate intrinsic value is not recognized for financial accounting purposes and the value changes based on the daily changes in the fair market value of the Company's ordinary shares.

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Information related to stock options follows:



	2015		2014		2013
Pretax expense for stock options	$	12	$	12	$	11
After-tax expense for stock options	8		8		7
Proceeds from stock options exercised	52		54		121
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated Statements of Cash Flows	4		4		3
Excess tax benefit classified in financing activities in the Consolidated Statements of Cash Flows	1		15		22
Intrinsic value of stock options exercised	44		55		102
Total fair value of stock options vested	$	12	$	12	$	11

Stock options exercised, in millions of options	1.4		1.5		3.6

As of December 31, 2015 , total compensation expense not yet recognized related to non-vested stock options was $11 , and the weighted-average period in which the expense is expected to be recognized is 1.7 years.


Note 12.	FAIR VALUE MEASUREMENTS

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

A summary of financial instruments recognized at fair value, and the fair value measurements used, follows:



	Total			Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)			Unobservable inputs (Level 3)
2015
Cash	$	268		$	268	$	—		$	—
Short-term investments	177			177		—			—
Net derivative contracts	86			—		86			—
Long-term debt converted to floating interest rates by interest rate swaps - net	(94		)	—		(94		)	—

2014
Cash	$	781		$	781	$	—		$	—
Short-term investments	245			245		—			—
Net derivative contracts	70			—		70			—
Long-term debt converted to floating interest rates by interest rate swaps - net	(74		)	—		(74		)	—

Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs.

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Other Fair Value Measurements

Long-term debt and the current portion of long-term debt had a carrying value of $8,023 and fair value of $8,231 at December 31, 2015 compared to $9,032 and $9,509 , respectively, at December 31, 2014 . The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.

Short-Term Investments

Eaton invests excess cash generated from operations in short-term marketable investments. For those investments classified as “available-for-sale”, Eaton marks these investments to fair value with the offset recognized in Accumulated other comprehensive loss. A summary of the carrying value of short-term investments follows:



	2015		2014
Time deposits, certificates of deposit and demand deposits with banks	$	122	$	113
Money market investments	55		131
Other	—		1
Total short-term investments	$	177	$	245


Note 13.	DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and, to a lesser extent, commodity contracts, to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.

Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated, and is effective, as part of a hedging relationship and, if so, as to the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:

•

Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.

•

Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss and reclassified to income in the same period when the gain or loss on the hedged item is included in income.

•

Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.

The gain or loss from a derivative financial instrument designated as a hedge that is effective is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The change in fair value of a derivative financial instrument that is not effective as a hedge is immediately recognized in income.

For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business. Gains and losses associated with commodity hedge contracts are classified in Cost of products sold.

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Eaton uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). Foreign currency denominated debt designated on an after-tax basis as non-derivative net investment hedging instruments was $83 and $84 at December 31, 2015 and 2014 , respectively. See Note 6 for additional information about debt.

Interest Rate Risk

Eaton has entered into fixed-to-floating interest rate swaps to manage interest rate risk of certain long-term debt. These interest rate swaps are accounted for as fair value hedges of certain long-term debt. The maturity of the swap corresponds with the maturity of the debt instrument as noted in the table of long-term debt in Note 6. Eaton has also entered into a forward starting floating-to-fixed interest rate swap to manage interest rate risk on an anticipated debt refinancing in 2017.

A summary of interest rate swaps outstanding at December 31, 2015 , follows:

Fixed-to-Floating Interest Rate Swaps



Notional amount	Fixed interest rate received	Floating interest rate paid	Basis for contracted floating interest rate paid
150	5.30%	4.59%	1 month LIBOR + 4.26%
750	1.50%	0.71%	1 month LIBOR + 0.46%
415	5.60%	3.78%	6 month LIBOR + 3.18%
300	6.95%	5.66%	3 month LIBOR + 5.07%
25	8.875%	4.59%	6 month LIBOR + 3.84%
150	3.875%	2.45%	1 month LIBOR + 2.12%
275	3.47%	2.07%	1 month LIBOR + 1.74%
1,350	2.75%	0.80%	1 month LIBOR + 0.56%
200	3.68%	1.40%	1 month LIBOR + 1.07%
25	7.625%	3.01%	6 month LIBOR + 2.48%
50	7.65%	3.17%	6 month LIBOR + 2.57%
25	5.45%	0.80%	6 month LIBOR + 0.28%

Forward Starting Floating-to-Fixed Interest Rate Swaps



Notional amount	Fixed interest rate paid	Floating interest rate received	Basis for contracted floating interest rate received
50	2.52%	—%	3 month LIBOR + 0.00%

Derivative Financial Statement Impacts

The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets follows:



	Notional amount		Other current assets		Other noncurrent assets		Other current liabilities		Other noncurrent liabilities		Type of hedge	Term
December 31, 2015
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,715	$	—	$	96	$	—	$	2	Fair value	2 to 19 years
Forward starting floating-to-fixed interest rate swaps	50		—		—		—		—		Cash flow	12 years
Currency exchange contracts	724		18		1		8		6		Cash flow	1 to 36 months
Commodity contracts	1		—		—		—		—		Cash flow	1 to 12 months
Total			$	18	$	97	$	8	$	8

Derivatives not designated as hedges
Currency exchange contracts	$	4,198	$	27			$	40				1 to 12 months
Total			$	27			$	40

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December 31, 2014
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,440	$	—	$	84	$	—	$	10	Fair value	2 to 19 years
Currency exchange contracts	432		8		1		5		3		Cash flow	1 to 36 months
Commodity contracts	1		—		—		—		—		Cash flow	1 to 12 months
Total			$	8	$	85	$	5	$	13

Derivatives not designated as hedges
Currency exchange contracts	$	4,447	$	47			$	52				1 to 12 months
Total			$	47			$	52

The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany sales and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 100% of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts.

The impact of derivative instruments to the Consolidated Statements of Income and Comprehensive Income follow:



	Gain (loss) recognized in other comprehensive (loss) income					Location of gain (loss) reclassified from Accumulated other comprehensive loss	Gain (loss) reclassified from Accumulated other comprehensive loss
	2015		2014				2015		2014
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—	$	—		Interest expense - net	$	—	$	(1	)
Currency exchange contracts	20		(3		)	Cost of products sold	16		6
Total	$	20	$	(3	)		$	16	$	5

Amounts recognized in net income follow:



	2015			2014
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	20		$	113
Related long-term debt converted to floating interest rates by interest rate swaps	(20		)	(113		)
	$	—		$	—

Gains and losses described above were recognized in Interest expense - net.


Note 14.	ACCOUNTS RECEIVABLE AND INVENTORY

Accounts Receivable

Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its accounts receivable based on the length of time the receivable is past due and any anticipated future write-off based on historic experience. Accounts receivable balances are written off against an allowance for doubtful accounts after a final determination of uncollectability has been made. Accounts receivable are net of an allowance for doubtful accounts of $50 and $60 at December 31, 2015 and 2014 , respectively.

Inventory

Inventory is carried at lower of cost or market. Inventory in the United States is generally accounted for using the last-in, first-out (LIFO) method. Remaining United States and non-United States inventory is accounted for using the first-in, first-out (FIFO) method. Cost components include raw materials, purchased components, direct labor, indirect labor, utilities, depreciation, inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, and costs of the distribution network.

The components of inventory follow:



	2015			2014
Raw materials	$	885		$	924
Work-in-process	412			422
Finished goods	1,131			1,201
Inventory at FIFO	2,428			2,547
Excess of FIFO over LIFO cost	(105		)	(119		)
Total inventory	$	2,323		$	2,428

Inventory at FIFO accounted for using the LIFO method was 43% and 41% at the end of 2015 and 2014, respectively.


Note 15.	BUSINESS SEGMENT AND GEOGRAPHIC REGION INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. Eaton’s segments are as follows:

Electrical Products and Electrical Systems and Services

The Electrical Products segment consists of electrical components, industrial components, residential products, single phase power quality, emergency lighting, fire detection, wiring devices, structural support systems, circuit protection, and lighting products. The Electrical Systems and Services segment consists of power distribution and assemblies, three phase power quality, hazardous duty electrical equipment, intrinsically safe explosion-proof instrumentation, utility power distribution, power reliability equipment, and services. The principal markets for these segments are industrial, institutional, governmental, utility, commercial, residential and information technology. These products are used wherever there is a demand for electrical power in commercial buildings, data centers, residences, apartment and office buildings, hospitals, factories, utilities, and industrial and energy facilities. The segments share several common global customers, but a large number of customers are located regionally. Sales are made directly to original equipment manufacturers, utilities, and certain other end users, as well as through distributors, resellers, and manufacturers' representatives.

Hydraulics

The Hydraulics segment is a global leader in hydraulics components, systems and services for industrial and mobile equipment. Eaton offers a wide range of power products including pumps, motors and hydraulic power units; a broad range of controls and sensing products including valves, cylinders and electronic controls; a full range of fluid conveyance products including industrial and hydraulic hose, fittings, and assemblies, thermoplastic hose and tubing, couplings, connectors, and assembly equipment; filtration systems solutions; industrial drum and disc brakes; and golf grips. The principal markets for the Hydraulics segment include oil and gas, renewable energy, marine, agriculture, construction, mining, forestry, utility, material handling, truck and bus, machine tools, molding, primary metals, and power generation. Key manufacturing customers in these markets and other customers are located globally. Products are sold and serviced through a variety of channels.

Aerospace

The Aerospace segment is a leading global supplier of aerospace fuel, hydraulics, and pneumatic systems for commercial and military use. Products include hydraulic power generation systems for aerospace applications including pumps, motors, hydraulic power units, hose and fittings, electro-hydraulic pumps; controls and sensing products including valves, cylinders, electronic controls, electromechanical actuators, sensors, aircraft flap and slat systems and nose wheel steering systems; fluid conveyance products, including hose, thermoplastic tubing, fittings, adapters, couplings, sealing and ducting; and fuel systems including fuel pumps, sensors, valves, adapters and regulators. In addition, products included power and load management systems and displays and panels until these businesses were sold in May of 2014. The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers. These manufacturers and other customers operate globally. Products are sold and serviced through a variety of channels.

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Vehicle

The Vehicle segment is a leader in the design, manufacture, marketing, and supply of drivetrain and powertrain systems and critical components that reduce emissions and improve fuel economy, stability, performance, and safety of cars, light trucks and commercial vehicles. Products include transmissions, clutches, hybrid power systems, superchargers, engine valves and valve actuation systems, cylinder heads, locking and limited slip differentials, transmission controls, fuel vapor components, fluid connectors and conveyance products for the global vehicle industry. The principal markets for the Vehicle segment are original equipment manufacturers and aftermarket customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, passenger cars and agricultural equipment.

Other Information

No single customer represented greater than 10% of net sales in 2015 , 2014 or 2013 , respectively.

The accounting policies of the business segments are generally the same as the policies described in Note 1, except that inventory and related cost of products sold of the segments are accounted for using the FIFO method and operating profit only reflects the service cost component related to pensions and other postretirement benefits. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties. These intersegment sales are eliminated in consolidation. Operating profit includes the operating profit from intersegment sales.

For purposes of business segment performance measurement, the Company does not allocate items that are of a non-operating nature or are of a corporate or functional governance nature. Corporate expenses consist of transaction costs associated with the acquisition of certain businesses and corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets.

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Business Segment Information



	2015			2014			2013
Net sales
Electrical Products	$	6,976		$	7,254		$	7,026
Electrical Systems and Services	5,931			6,457			6,430
Hydraulics	2,459			2,975			2,981
Aerospace	1,807			1,860			1,774
Vehicle	3,682			4,006			3,835
Total net sales	$	20,855		$	22,552		$	22,046

Segment operating profit
Electrical Products	$	1,156		$	1,184		$	1,090
Electrical Systems and Services	776			843			889
Hydraulics	246			367			355
Aerospace	310			273			252
Vehicle	645			645			592
Total segment operating profit	3,133			3,312			3,178

Corporate
Litigation settlements	—			(644		)	—
Amortization of intangible assets	(406		)	(431		)	(437		)
Interest expense - net	(232		)	(227		)	(271		)
Pension and other postretirement benefits expense	(130		)	(138		)	(183		)
Inventory step-up adjustment	—			—			(34		)
Other corporate expense - net	(220		)	(111		)	(369		)
Income before income taxes	2,145			1,761			1,884
Income tax expense (benefit)	164			(42		)	11
Net income	1,981			1,803			1,873
Less net income for noncontrolling interests	(2		)	(10		)	(12		)
Net income attributable to Eaton ordinary shareholders	$	1,979		$	1,793		$	1,861

Business segment operating profit was reduced by acquisition integration charges as follows:



	2015		2014		2013
Electrical Products	$	25	$	66	$	44
Electrical Systems and Services	15		51		37
Hydraulics	2		12		36
Total	$	42	$	129	$	117

Corporate acquisition integration charges totaled $5 , $25 and $37 in 2015 , 2014 and 2013 , respectively. Corporate acquisition integration charges related primarily to the acquisition of Cooper and are included above in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal and other professional fees, and costs associated with change in control agreements, are included above in Interest expense - net and Other corporate expense - net. These charges totaled $9 in 2013. There were no Corporate acquisition-related transition costs in 2014 and 2015. See Note 3 for additional information about acquisition integration charges and transaction costs.

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	2015		2014		2013
Identifiable assets
Electrical Products	$	2,538	$	3,012	$	3,204
Electrical Systems and Services	2,285		2,512		2,683
Hydraulics	1,138		1,315		1,362
Aerospace	841		832		852
Vehicle	1,579		1,668		1,716
Total identifiable assets	8,381		9,339		9,817
Goodwill	13,479		13,893		14,495
Other intangible assets	6,014		6,556		7,186
Corporate	3,157		3,741		3,993
Total assets	$	31,031	$	33,529	$	35,491

Capital expenditures for property, plant and equipment
Electrical Products	$	137	$	170	$	152
Electrical Systems and Services	94		147		113
Hydraulics	61		79		80
Aerospace	33		28		29
Vehicle	119		160		161
Total	444		584		535
Corporate	62		48		79
Total expenditures for property, plant and equipment	$	506	$	632	$	614

Depreciation of property, plant and equipment
Electrical Products	$	137	$	148	$	151
Electrical Systems and Services	82		90		86
Hydraulics	67		67		65
Aerospace	28		28		27
Vehicle	113		130		133
Total	427		463		462
Corporate	52		51		54
Total depreciation of property, plant and equipment	$	479	$	514	$	516

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Geographic Region Information

Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property, plant and equipment - net.



	2015		2014		2013
Net sales
United States	$	11,396	$	11,701	$	11,092
Canada	969		1,113		1,154
Latin America	1,726		1,988		2,113
Europe	4,379		5,074		5,112
Asia Pacific	2,385		2,676		2,575
Total	$	20,855	$	22,552	$	22,046

Long-lived assets
United States	$	1,982	$	1,988	$	1,966
Canada	19		25		28
Latin America	243		306		331
Europe	734		799		856
Asia Pacific	587		632		652
Total	$	3,565	$	3,750	$	3,833


Note 16.	CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

On November 14, 2013, Eaton Corporation registered senior notes under the Securities Act of 1933 (the Senior Notes). Eaton and certain other of Eaton's 100% owned direct and indirect subsidiaries (the Guarantors) fully and unconditionally guaranteed (subject, in the case of the Guarantors, other than Eaton, to customary release provisions as described below), on a joint and several basis, the Senior Notes. The following condensed consolidating financial statements are included so that separate financial statements of Eaton, Eaton Corporation and each of the Guarantors are not required to be filed with the Securities and Exchange Commission. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting. See Note 6 for additional information related to the Senior Notes.

The guarantee of a Guarantor that is not a parent of the issuer will be automatically and unconditionally released and discharged in the event of any sale of the Guarantor or of all or substantially all of its assets, or in connection with the release or termination of the Guarantor as a guarantor under all other U.S. debt securities or U.S. syndicated credit facilities, subject to limitations set forth in the indenture. The guarantee of a Guarantor that is a direct or indirect parent of the issuer will only be automatically and unconditionally released and discharged in connection with the release or termination of such Guarantor as a guarantor under all other debt securities or syndicated credit facilities (in both cases, U.S. or otherwise), subject to limitations set forth in the indenture.

During 2015, the Company undertook certain steps to restructure ownership of various subsidiaries. The transactions were entirely among wholly-owned subsidiaries under the common control of Eaton. This restructuring has been reflected as of the beginning of the earliest period presented below.

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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2015

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,925		$	6,654		$	12,538		$	(5,262	)	$	20,855

Cost of products sold	—			5,508			5,033			8,984			(5,233		)	14,292
Selling and administrative expense	141			1,223			737			1,495			—			3,596
Research and development expense	—			266			196			163			—			625
Interest expense (income) - net	—			222			21			(13		)	2			232
Other expense (income) - net	—			27			2			(64		)	—			(35		)
Equity in loss (earnings) of subsidiaries, net of tax	(2,456		)	(793		)	(3,267		)	(666		)	7,182			—
Intercompany expense (income) - net	336			(452		)	1,239			(1,123		)	—			—
Income (loss) before income taxes	1,979			924			2,693			3,762			(7,213		)	2,145
Income tax expense (benefit)	—			103			(73		)	145			(11		)	164
Net income (loss)	1,979			821			2,766			3,617			(7,202		)	1,981
Less net loss (income) for noncontrolling interests	—			—			—			(3		)	1			(2		)
Net income (loss) attributable to Eaton ordinary shareholders	$	1,979		$	821		$	2,766		$	3,614		$	(7,201	)	$	1,979

Other comprehensive income (loss)	(964		)	1			(947		)	(1,170		)	2,116			(964		)
Total comprehensive income (loss) attributable to Eaton ordinary shareholders	$	1,015		$	822		$	1,819		$	2,444		$	(5,085	)	$	1,015

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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2014

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,990		$	6,885		$	13,521		$	(4,844	)	$	22,552

Cost of products sold	—			5,519			5,075			9,882			(4,830		)	15,646
Selling and administrative expense	171			1,246			743			1,650			—			3,810
Litigation settlements	—			644			—			—			—			644
Research and development expense	—			240			202			205			—			647
Interest expense (income) - net	—			225			25			(29		)	6			227
Other expense (income) - net	—			(17		)	(81		)	(85		)	—			(183		)
Equity in loss (earnings) of subsidiaries, net of tax	(2,191		)	(663		)	(2,654		)	(292		)	5,800			—
Intercompany expense (income) - net	227			(263		)	855			(819		)	—			—
Income (loss) before income taxes	1,793			59			2,720			3,009			(5,820		)	1,761
Income tax expense (benefit)	—			(100		)	76			(11		)	(7		)	(42		)
Net income (loss)	1,793			159			2,644			3,020			(5,813		)	1,803
Less net loss (income) for noncontrolling interests	—			—			—			(8		)	(2		)	(10		)
Net income (loss) attributable to Eaton ordinary shareholders	$	1,793		$	159		$	2,644		$	3,012		$	(5,815	)	$	1,793

Other comprehensive income (loss)	(1,339		)	(197		)	(1,368		)	(1,646		)	3,211			(1,339		)
Total comprehensive income (loss) attributable to Eaton ordinary shareholders	$	454		$	(38	)	$	1,276		$	1,366		$	(2,604	)	$	454

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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,695		$	6,421		$	13,579		$	(4,649	)	$	22,046

Cost of products sold	—			5,227			4,784			10,010			(4,652		)	15,369
Selling and administrative expense	32			1,400			749			1,705			—			3,886
Research and development expense	—			255			200			189			—			644
Interest expense (income) - net	—			271			28			(22		)	(6		)	271
Other expense (income) - net	—			8			4			(20		)	—			(8		)
Equity in loss (earnings) of subsidiaries, net of tax	(2,147		)	(657		)	(2,005		)	(277		)	5,086			—
Intercompany expense (income) - net	254			(155		)	(433		)	334			—			—
Income (loss) before income taxes	1,861			346			3,094			1,660			(5,077		)	1,884
Income tax expense (benefit)	—			(108		)	(90		)	207			2			11
Net income (loss)	1,861			454			3,184			1,453			(5,079		)	1,873
Less net loss (income) for noncontrolling interests	—			—			—			(9		)	(3		)	(12		)
Net income (loss) attributable to Eaton ordinary shareholders	$	1,861		$	454		$	3,184		$	1,444		$	(5,082	)	$	1,861

Other comprehensive income (loss)	404			221			475			262			(958		)	404
Total comprehensive income (loss) attributable to Eaton ordinary shareholders	$	2,265		$	675		$	3,659		$	1,706		$	(6,040	)	$	2,265

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CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2015

	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	—	$	26	$	7	$	235	$	—		$	268
Short-term investments	—		—		2		175		—			177
Accounts receivable - net	—		512		1,030		1,937		—			3,479
Intercompany accounts receivable	1		842		3,888		2,928		(7,659		)	—
Inventory	—		357		651		1,395		(80		)	2,323
Prepaid expenses and other current assets	—		77		40		229		23			369
Total current assets	1		1,814		5,618		6,899		(7,716		)	6,616

Property, plant and equipment - net	—		930		750		1,885		—			3,565

Other noncurrent assets
Goodwill	—		1,355		6,264		5,860		—			13,479
Other intangible assets	—		182		3,624		2,208		—			6,014
Deferred income taxes	—		1,016		—		218		(872		)	362
Investment in subsidiaries	29,627		13,001		60,139		10,163		(112,930		)	—
Intercompany loans receivable	—		8,641		1,573		44,835		(55,049		)	—
Other assets	—		527		122		346		—			995
Total assets	$	29,628	$	27,466	$	78,090	$	72,414	$	(176,567	)	$	31,031

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	—	$	408	$	—	$	18	$	—		$	426
Current portion of long-term debt	—		1		240		1		—			242
Accounts payable	—		392		260		1,106		—			1,758
Intercompany accounts payable	219		4,009		2,248		1,183		(7,659		)	—
Accrued compensation	—		77		53		236		—			366
Other current liabilities	1		644		318		875		(5		)	1,833
Total current liabilities	220		5,531		3,119		3,419		(7,664		)	4,625

Noncurrent liabilities
Long-term debt	—		7,088		675		17		1			7,781
Pension liabilities	—		639		165		782		—			1,586
Other postretirement benefits liabilities	—		245		118		77		—			440
Deferred income taxes	—		—		815		447		(872		)	390
Intercompany loans payable	14,222		2,962		36,432		1,433		(55,049		)	—
Other noncurrent liabilities	—		346		200		432		—			978
Total noncurrent liabilities	14,222		11,280		38,405		3,188		(55,920		)	11,175

Shareholders’ equity
Eaton shareholders' equity	15,186		10,655		36,566		65,770		(112,991		)	15,186
Noncontrolling interests	—		—		—		37		8			45
Total equity	15,186		10,655		36,566		65,807		(112,983		)	15,231
Total liabilities and equity	$	29,628	$	27,466	$	78,090	$	72,414	$	(176,567	)	$	31,031

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CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2014

	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	1	$	173	$	13	$	594	$	—		$	781
Short-term investments	—		—		1		244		—			245
Accounts receivable - net	—		500		955		2,212		—			3,667
Intercompany accounts receivable	2		759		3,822		4,101		(8,684		)	—
Inventory	—		397		637		1,445		(51		)	2,428
Prepaid expenses and other current assets	—		464		171		340		4			979
Total current assets	3		2,293		5,599		8,936		(8,731		)	8,100

Property, plant and equipment - net	—		972		756		2,022		—			3,750

Other noncurrent assets
Goodwill	—		1,355		6,263		6,275		—			13,893
Other intangible assets	—		196		3,811		2,549		—			6,556
Deferred income taxes	—		889		10		137		(808		)	228
Investment in subsidiaries	26,612		12,238		58,684		9,185		(106,719		)	—
Intercompany loans receivable	—		7,542		2,249		40,635		(50,426		)	—
Other assets	—		473		142		387		—			1,002
Total assets	$	26,615	$	25,958	$	77,514	$	70,126	$	(166,684	)	$	33,529

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	—	$	—	$	—	$	2	$	—		$	2
Current portion of long-term debt	—		702		304		2		—			1,008
Accounts payable	—		475		340		1,125		—			1,940
Intercompany accounts payable	117		4,087		3,443		1,037		(8,684		)	—
Accrued compensation	—		112		59		249		—			420
Other current liabilities	1		674		343		981		(14		)	1,985
Total current liabilities	118		6,050		4,489		3,396		(8,698		)	5,355

Noncurrent liabilities
Long-term debt	—		7,079		932		13		—			8,024
Pension liabilities	—		726		183		903		—			1,812
Other postretirement benefits liabilities	—		283		136		94		—			513
Deferred income taxes	—		—		1,160		549		(808		)	901
Intercompany loans payable	10,711		2,723		36,162		830		(50,426		)	—
Other noncurrent liabilities	—		457		186		442		—			1,085
Total noncurrent liabilities	10,711		11,268		38,759		2,831		(51,234		)	12,335

Shareholders’ equity
Eaton shareholders' equity	15,786		8,640		34,266		63,854		(106,760		)	15,786
Noncontrolling interests	—		—		—		45		8			53
Total equity	15,786		8,640		34,266		63,899		(106,752		)	15,839
Total liabilities and equity	$	26,615	$	25,958	$	77,514	$	70,126	$	(166,684	)	$	33,529

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2015

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by (used in) operating activities	$	(137	)	$	(46	)	$	(283	)	$	2,841		$	(4	)	$	2,371

Investing activities
Capital expenditures for property, plant and equipment	—			(94		)	(146		)	(266		)	—			(506		)
Cash received from (paid for) acquisitions of businesses, net of cash acquired	—			—			(36		)	(36		)	—			(72		)
Sales (purchases) of short-term investment - net	—			—			(2		)	39			—			37
Investments in affiliates	(1,482		)	—			(1,176		)	(1,482		)	4,140			—
Loans to affiliates	—			(1,235		)	(39		)	(10,608		)	11,882			—
Repayments of loans from affiliates	—			342			359			7,148			(7,849		)	—
Proceeds from the sales of businesses	—			—			—			1			—			1
Other - net	—			(50		)	47			(32		)	—			(35		)
Net cash provided by (used in) investing activities	(1,482		)	(1,037		)	(993		)	(5,236		)	8,173			(575		)

Financing activities
Proceeds from borrowings	—			408			—			17			—			425
Payments on borrowings	—			(724		)	(301		)	(2		)	—			(1,027		)
Proceeds from borrowings from affiliates	3,322			6,885			997			678			(11,882		)	—
Payments on borrowings from affiliates	(48		)	(6,122		)	(1,282		)	(397		)	7,849			—
Capital contribution from affiliates	—			1,176			1,482			1,482			(4,140		)	—
Other intercompany financing activities	—			(688		)	374			314			—			—
Cash dividends paid	(1,026		)	—			—			—			—			(1,026		)
Cash dividends paid to affiliates	—			—			—			(4		)	4			—
Exercise of employee stock options	52			—			—			—			—			52
Repurchase of shares	(682		)	—			—			—			—			(682		)
Excess tax benefit from equity-based compensation	—			1			—			—			—			1
Other - net	—			—			—			(10		)	—			(10		)
Net cash provided by (used in) financing activities	1,618			936			1,270			2,078			(8,169		)	(2,267		)

Effect of currency on cash	—			—			—			(42		)	—			(42		)
Total increase (decrease) in cash	(1		)	(147		)	(6		)	(359		)	—			(513		)
Cash at the beginning of the period	1			173			13			594			—			781
Cash at the end of the period	$	—		$	26		$	7		$	235		$	—		$	268

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2014

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by (used in) operating activities	$	(93	)	$	(411	)	$	(218	)	$	2,568		$	32		$	1,878

Investing activities
Capital expenditures for property, plant and equipment	—			(127		)	(168		)	(337		)	—			(632		)
Cash received from (paid for) acquisitions of businesses, net of cash acquired	—			—			—			2			—			2
Sales (purchases) of short-term investments - net	—			—			133			389			—			522
Investments in affiliates	(753		)	—			—			(753		)	1,506			—
Loans to affiliates	—			(354		)	(162		)	(10,546		)	11,062			—
Repayments of loans from affiliates	—			978			212			8,451			(9,641		)	—
Proceeds from the sales of businesses	—			93			175			14			—			282
Other - net	—			(47		)	44			(28		)	—			(31		)
Net cash provided by (used in) investing activities	(753		)	543			234			(2,808		)	2,927			143

Financing activities
Payments on borrowings	—			(553		)	(1		)	(28		)	—			(582		)
Proceeds from borrowings from affiliates	2,628			7,599			808			27			(11,062		)	—
Payments on borrowings from affiliates	(476		)	(6,907		)	(1,875		)	(383		)	9,641			—
Capital contribution from affiliates	—			—			753			753			(1,506		)	—
Other intercompany financing activities	217			(169		)	302			(350		)	—			—
Cash dividends paid	(929		)	—			—			—			—			(929		)
Cash dividends received from affiliates	—			—			—			32			(32		)	—
Exercise of employee stock options	54			—			—			—			—			54
Repurchase of shares	(650		)	—			—			—			—			(650		)
Excess tax benefit from equity-based compensation	—			20			—			—			—			20
Other - net	—			—			—			(43		)	—			(43		)
Net cash provided by (used in) financing activities	844			(10		)	(13		)	8			(2,959		)	(2,130		)

Effect of currency on cash	—			—			—			(25		)	—			(25		)
Total increase (decrease) in cash	(2		)	122			3			(257		)	—			(134		)
Cash at the beginning of the period	3			51			10			851			—			915
Cash at the end of the period	$	1		$	173		$	13		$	594		$	—		$	781

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by (used in) operating activities	$	(17	)	$	860		$	428		$	1,067		$	(53	)	$	2,285

Investing activities
Capital expenditures for property, plant and equipment	—			(171		)	(119		)	(324		)	—			(614		)
Cash received from (paid for) acquisitions of businesses, net of cash acquired	—			—			—			(9		)	—			(9		)
Sales (purchases) of short-term investments - net	—			25			(95		)	(218		)	—			(288		)
Loans to affiliates	—			(535		)	(545		)	(6,215		)	7,295			—
Repayments of loans from affiliates	—			36			626			5,795			(6,457		)	—
Proceeds from the sales of businesses	—			—			—			777			—			777
Other - net	—			(41		)	(12		)	(15		)	—			(68		)
Net cash provided by (used in) investing activities	—			(686		)	(145		)	(209		)	838			(202		)

Financing activities
Proceeds from borrowings	—			—			—			9			—			9
Payments on borrowings	—			(1,048		)	(43		)	(5		)	—			(1,096		)
Proceeds from borrowings from affiliates	—			2,395			4,260			640			(7,295		)	—
Payments on borrowings from affiliates	—			(2,921		)	(2,874		)	(662		)	6,457			—
Other intercompany financing activities	688			1,365			(1,630		)	(423		)	—			—
Cash dividends paid	(796		)	—			—			—			—			(796		)
Cash dividends paid to affiliates	—			—			—			(53		)	53			—
Exercise of employee stock options	121			—			—			—			—			121
Excess tax benefit from equity-based compensation	—			32			—			—			—			32
Other - net	—			—			—			(6		)	—			(6		)
Net cash provided by (used in) financing activities	13			(177		)	(287		)	(500		)	(785		)	(1,736		)

Effect of currency on cash	—			—			—			(9		)	—			(9		)
Total increase (decrease) in cash	(4		)	(3		)	(4		)	349			—			338
Cash at the beginning of the period	7			54			14			502			—			577
Cash at the end of the period	$	3		$	51		$	10		$	851		$	—		$	915

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution).

COMPANY OVERVIEW

Summary of Results of Operations

During 2015, the Company's results of operations were impacted by decline in several of the Company's end markets. Further, the results of operations were negatively impacted by fluctuations in currency exchange rates. Despite the declining market conditions and unfavorable impact from currency translation, the Company generated solid operating margins and net income per share - diluted. During 2015 , Eaton took actions to reduce its cost structure and gain efficiencies in all business segments and at corporate in order to respond to declining market conditions and announced a multi-year restructuring initiative. The restructuring charges related to this initiative were $129 in 2015 and were primarily comprised of severance costs. We anticipate additional restructuring charges of $140 in 2016 and $130 in 2017. The projected annualized savings from these restructuring actions are expected to be $400 , fully realized in 2018.

During 2014, the Company's results of operations were impacted by modest growth in the Company's end markets, particularly in North America. This was partially offset by the impact of settlement of two litigation matters with ZF Meritor LLC and Meritor Transmission Corporation (collectively, Meritor) and Triumph Actuation Systems, LLC and other claimants (collectively, Triumph) for $500 and $147.5, respectively, and the sale of the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran for $270 , which resulted in a pre-tax gain of $154 . Also, during the second half of 2014 the Company's results of operations were negatively impacted by shifts in currency exchange rates. Despite the modest growth and negative currency exchange rates, the Company generated net income per share - diluted in 2014 that was broadly in line with the Company's guidance at the start of the year after excluding the litigation settlements and the gain on the sale of the Aerospace businesses.

Additional information related to business acquisitions and sales, restructuring activities and the litigation settlements is presented in Note 2, Note 3, Note 4 and Note 8, respectively, of the Notes to the Consolidated Financial Statements.

A summary of Eaton’s Net sales, Net income attributable to Eaton ordinary shareholders, and Net income per share attributable to Eaton ordinary shareholders - diluted follows:



	2015		2014		2013
Net sales	$	20,855	$	22,552	$	22,046
Net income attributable to Eaton ordinary shareholders	1,979		1,793		1,861
Net income per share attributable to Eaton ordinary shareholders - diluted	$	4.23	$	3.76	$	3.90

RESULTS OF OPERATIONS

Non-GAAP Financial Measures

The following discussion of Consolidated Financial Results and Business Segment Results of Operations includes certain non-GAAP financial measures. These financial measures include operating earnings, operating earnings per ordinary share, and operating profit before acquisition integration charges for each business segment as well as corporate, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of operating earnings and operating earnings per ordinary share to the most directly comparable GAAP measure is included in the table below. Operating profit before acquisition integration charges is reconciled in the discussion of the operating results of each business segment, and excludes acquisition integration expense related primarily to integration of Cooper Industries plc (Cooper). Management believes that these financial measures are useful to investors because they exclude transactions of an unusual nature, allowing investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton and each business segment. For additional information on acquisition integration charges, see Note 3 to the Consolidated Financial Statements.

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Consolidated Financial Results



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	20,855		(8	)%	$	22,552		2	%	$	22,046
Gross profit	6,563			(5	)%	6,906			3	%	6,677
Percent of net sales	31.5		%			30.6		%			30.3		%
Income before income taxes	2,145			22	%	1,761			(7	)%	1,884
Net income	1,981			10	%	1,803			(4	)%	1,873
Less net income for noncontrolling interests	(2		)			(10		)			(12		)
Net income attributable to Eaton ordinary shareholders	1,979			10	%	1,793			(4	)%	1,861
Excluding acquisition integration charges and transaction costs (after-tax)	31					102					110
Operating earnings	$	2,010		6	%	$	1,895		(4	)%	$	1,971

Net income per share attributable to Eaton ordinary shareholders - diluted	$	4.23		13	%	$	3.76		(4	)%	$	3.90
Excluding per share impact of acquisition integration charges and transaction costs (after-tax)	0.07					0.21					0.23
Operating earnings per ordinary share	$	4.30		8	%	$	3.97		(4	)%	$	4.13

Net Sales

Net sales in 2015 decreased by 8% compared to 2014 due to a decrease of 6% from the impact of currency translation and a decrease of 2% in organic sales. The decrease in organic sales was primarily due to weakening demand in several of the Company's end markets.

Net sales in 2014 increased by 2% compared to 2013 due to an increase in organic sales of 4%, partially offset by a decrease of 1% from the impact of currency translation and a decrease of 1% from the divestiture of Eaton's Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses. The increase in organic sales in 2014 is primarily due to growth in the Company's end markets, particularly in North America.

Gross Profit

Gross profit margin increased from 30.6% in 2014 to 31.5% in 2015 . The increase in gross profit margin in 2015 was primarily due to cost savings from restructuring actions taken in the second half of 2015 and other cost control measures, partially offset by restructuring charges incurred in 2015. Gross profit increased from 30.3% in 2013 to 30.6% in 2014 . The increase in gross profit margin in 2014 was primarily due to higher sales volumes, offset by certain restructuring activities Eaton undertook in 2014 in an effort to gain efficiencies in the Vehicle, Hydraulics and Aerospace business segments.

Income Taxes

During 2015 , an income tax expense of $164 was recognized (an effective tax expense rate of 7.7% ) compared to income tax benefit of $42 in 2014 (an effective tax benefit rate of 2.4% ). Excluding the net tax benefit of 7.6% for the Meritor and Triumph litigation settlements and related legal costs and the gain on the sale of the Aerospace businesses, all of which occurred in the second quarter of 2014, the income tax rate was 5.2% for 2014. The 2015 income tax rate increased from 2014 primarily due to greater levels of income earned in higher tax jurisdictions and net increases in worldwide tax liabilities.

During 2014, an income tax benefit of $42 was recognized (an effective tax benefit rate of 2.4% ) compared to income tax expense of $11 for 2013 (an effective tax expense rate of 0.6% ). The lower tax rate in 2014 was primarily attributable to the net tax benefit of litigation settlements and related legal costs and gain on sale of business, all of which occurred in the second quarter of 2014. Excluding the previously mentioned litigation settlements and gain on the sale of businesses, the 2014 income tax rate increased from 2013 due to greater levels of income earned in higher tax jurisdictions and net increases in worldwide tax liabilities, partially offset by additional foreign tax credit recognition in the United States and recognition of deferred tax assets in foreign jurisdictions.

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Operating Earnings

Operating earnings, a non-GAAP measure discussed above in Non-GAAP Financial Measures, of $2,010 in 2015 increased 6% compared to Operating earnings of $1,895 in 2014 . The increase in Operating earnings in 2015 was primarily due to lower income in the second quarter of 2014 as a result of settlement of the Meritor and Triumph litigation matters for $500 and $147.5, respectively, partially offset by the impact of the sale of the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses. Excluding litigation settlements and gain on sale, operating earnings declined in 2015 due to lower sales volume, the negative impact of currency translation, a higher tax rate, and $129 of restructuring charges incurred in 2015, offset by savings resulting from the 2015 restructuring actions and other cost control measures. Operating earnings of $1,895 in 2014 decreased 4% compared to 2013 Operating earnings of $1,971 . The decrease was primarily due to the litigation settlements, partially offset by the gain on the sale of the Aerospace businesses, higher sales volumes as noted above and a lower effective income tax rate.

Operating earnings per ordinary share increased to $4.30 in 2015 compared to $3.97 in 2014 . The increase in Operating earnings per ordinary share in 2015 is due to higher Operating earnings and the impact of the Company's share repurchases in 2015 . Operating earnings per ordinary share of $3.97 in 2014 decreased 4% from $4.13 in 2013. Operating earnings per ordinary share in 2014 was reduced by $0.70 per share from the litigation settlements partially offset by the gain from the Aerospace divestitures.

Business Segment Results of Operations

The following is a discussion of Net sales, operating profit and operating profit margin by business segment, which includes a discussion of operating profit and operating profit margin before acquisition integration charges. For additional information related to acquired businesses and integration charges, see Note 2 and Note 3, respectively, to the Consolidated Financial Statements.

Electrical Products



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	6,976		(4	)%	$	7,254		3	%	$	7,026

Operating profit	1,156			(2	)%	1,184			9	%	1,090
Operating margin	16.6		%			16.3		%			15.5		%

Acquisition integration charges	$	25				$	66				$	44

Before acquisition integration charges
Operating profit	$	1,181		(6	)%	$	1,250		10	%	$	1,134
Operating margin	16.9		%			17.2		%			16.1		%

Net sales decreased 4% in 2015 compared to 2014 due to a decrease of 5% from the impact of currency translation, partially offset by an increase of 1% in organic sales. Organic sales in 2015 were positively impacted by North American markets. Net sales increased 3% in 2014 compared to 2013 due to an increase of 4% in organic sales, partially offset by a decrease of 1% from the impact of currency translation. Organic sales in 2014 were positively impacted by strength in North American markets.

The operating margin before acquisition integration charges decreased from 17.2% in 2014 to 16.9% in 2015 . The decrease in operating margin in 2015 was primarily due to lower sales volumes, unfavorable product mix and $12 of restructuring charges, partially offset by $3 of savings from the restructuring actions and other cost control measures. The operating margin before acquisition integration charges increased from 16.1% in 2013 to 17.2% in 2014 . The increase in operating margin in 2014 was due to higher sales volumes, as noted above, and incremental synergies related to the acquisition of Cooper.

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Electrical Systems and Services



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	5,931		(8	)%	$	6,457		—	%	$	6,430

Operating profit	776			(8	)%	843			(5	)%	889
Operating margin	13.1		%			13.1		%			13.8		%

Acquisition integration charges	$	15				$	51				$	37

Before acquisition integration charges
Operating profit	$	791		(12	)%	$	894		(3	)%	$	926
Operating margin	13.3		%			13.8		%			14.4		%

Net sales decreased 8% in 2015 compared to 2014 due to decreases of 4% in organic sales and 4% from negative currency translation. The organic sales decline in 2015 was primarily due to weakness in global oil and gas and other industrial markets. Net sales in 2014 were flat compared to 2013 due to an increase in organic sales of 2%, offset by a decrease of 2% from the impact of currency translation. The increase in organic sales in 2014 was primarily due to strength in the North American markets.

The operating margin before acquisition integration charges decreased from 13.8% in 2014 to 13.3% in 2015 . The decrease in operating margin was primarily due to unfavorable product mix and $29 of restructuring charges, partially offset by $14 of savings from the restructuring actions and savings resulting from cost control measures. The operating margin before acquisition integration charges decreased from 14.4% in 2013 to 13.8% in 2014 . The decrease in operating margin in 2014 was primarily due to higher logistics costs, unfavorable mix, and pricing pressures.

Hydraulics



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	2,459		(17	)%	$	2,975		—	%	$	2,981

Operating profit	246			(33	)%	367			3	%	355
Operating margin	10.0		%			12.3		%			11.9		%

Acquisition integration charges	$	2				$	12				$	36

Before acquisition integration charges
Operating profit	$	248		(35	)%	$	379		(3	)%	$	391
Operating margin	10.1		%			12.7		%			13.1		%

Net sales in 2015 decreased 17% compared to 2014 due to a decrease in organic sales of 10% and a decrease of 7% from the impact of currency translation. The decrease in organic sales is due to broad weakness in global hydraulics markets. Net sales in 2014 remained flat compared to 2013 due to an increase in organic sales of 2% offset by a decrease of 2% from the impact of currency translation. The increase in organic sales in 2014 was primarily driven by demand for industrial products in North America and growth in distributor sales, partially offset by weakness in the global agricultural equipment market and the China construction equipment market.

The operating margin before acquisition integration charges decreased from 12.7% in 2014 to 10.1% in 2015 . The decrease in operating margin was primarily due to lower sales volumes and $31 of restructuring charges, partially offset by $33 of savings from the 2015 restructuring actions, current year cost control measures and efficiencies generated from certain restructuring activities taken in 2014. The operating margin before acquisition integration charges decreased from 13.1% in 2013 to 12.7% in 2014 . The decrease in operating margin in 2014 was primarily due to costs related to new initiatives and certain restructuring activities Eaton undertook in 2014 in an effort to gain efficiencies in the segment.

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Aerospace



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	1,807		(3	)%	$	1,860		5	%	$	1,774

Operating profit	310			14	%	273			8	%	252
Operating margin	17.2		%			14.7		%			14.2		%

Net sales in 2015 decreased 3% compared to 2014 due to a decrease of 2% from the impact of currency translation and a decrease of 2% from the divestiture of Eaton's Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions business in the second quarter of 2014, offset by a 1% increase in organic sales. The increase in organic sales during 2015 was related to higher aftermarket sales and strength in commercial OEM markets, offset by a weakness in military OEM markets. Net sales in 2014 increased 5% compared to 2013 due to an increase in organic sales of 8% and an increase of 1% from the impact of currency translation, partially offset by a decrease of 4% due to the divestitures of Eaton's Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses. The increase in organic sales in 2014 was primarily due to strength in commercial OEM markets as well as growth in the commercial and military aftermarkets.

The operating margin increased from 14.7% in 2014 to 17.2% in 2015 . The increase is primarily due to favorable product mix and $2 of savings resulting from restructuring and other cost control measures, partially offset by $5 of restructuring charges. The operating margin increased from 14.2% in 2013 to 14.7% in 2014 . The increase in operating margin in 2014 was due to higher sales volumes, as noted above, partially offset by certain restructuring activities Eaton undertook in 2014 in an effort to gain efficiencies in the segment.

Vehicle



	2015			Change from 2014		2014			Change from 2013		2013
Net sales	$	3,682		(8	)%	$	4,006		4	%	$	3,835

Operating profit	645			—	%	645			9	%	592
Operating margin	17.5		%			16.1		%			15.4		%

Net sales decreased 8% in 2015 compared to 2014 due to a decrease of 8% from the impact of currency translation. Organic sales remained flat. Organic sales increased in 2015 in North American and Asia Pacific markets, but were offset by weakness in South American markets. Net sales increased 4% in 2014 compared to 2013 due to an increase in organic sales of 6%, partially offset by a decrease of 2% from the impact of currency translation. The increase in organic sales in 2014 was primarily due to strong demand in North American and select Asia Pacific markets, partially offset by weakness in South American markets.

The operating margin increased from 16.1% in 2014 to 17.5% in 2015 . The increase in operating margin in 2015 was primarily due to favorable mix, $8 of savings resulting from restructuring actions and other cost control measures, partially offset by lower sales volume and $34 of restructuring charges. The operating margin increased from 15.4% in 2013 to 16.1% in 2014 . The increase in operating margin in 2014 was primarily due to higher sales volumes, as noted above, partially offset by certain restructuring activities Eaton undertook in 2014 to generate ongoing efficiencies in the segment.

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Corporate Expense



	2015		Change from 2014		2014			Change from 2013		2013
Litigation settlements	$	—	NM		$	644		NM		$	—
Amortization of intangible assets	406		(6	)%	431			(1	)%	437
Interest expense - net	232		2	%	227			(16	)%	271
Pension and other postretirement benefits expense	130		(6	)%	138			(25	)%	183
Inventory step-up adjustment	—		NM		—			NM		34
Gain on divestiture of Aerospace businesses	—		NM		(154		)	NM		—
Other corporate expense - net	220		(17	)%	265			(28	)%	369
Total corporate expense	$	988	(36	)%	$	1,551		20	%	$	1,294

Total Corporate expense decreased 36% in 2015 to $988 from $1,551 in 2014 primarily due to litigation settlements of $644 during the second quarter of 2014, partially offset by a gain of $154 on the divestiture of Eaton's Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses during the second quarter of 2014. Excluding the litigation settlement and gain on the divestiture of the business, total corporate expenses-net decreased 7% in 2015 due to savings from cost control measures. Total corporate expense increased 20% in 2014 to $1,551 from $1,294 in 2013 primarily due to litigation settlements during the second quarter of 2014, partially offset by a gain on the divestiture during the second quarter of 2014 and lower costs associated with the acquisition of Cooper.

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

Financial Condition and Liquidity

Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk. The Company maintains access to the commercial paper markets through a $2.0 billion commercial paper program. To support the commercial paper program, in October 2014 the Company refinanced a $500 , five -year revolving credit facility and a $750 , three -year revolving credit facility with a $500 , four -year revolving credit facility that will expire October 2018 and a $750 , five -year revolving credit facility that will expire October 2019, respectively. The Company also maintains a $750 , five -year revolving credit facility that will expire June 2017. These refinancings maintain long-term revolving credit facilities at a total of $2,000 . The revolving credit facilities are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton's revolving credit facilities at December 31, 2015 or 2014. The Company had available lines of credit of $850 from various banks for the issuance of letters of credit, of which there was $351 outstanding at December 31, 2015 . Over the course of a year, cash, short-term investments and short-term debt may fluctuate in order to manage global liquidity. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business as well as scheduled payments of long-term debt.

For additional information on financing transactions and debt, see Note 6 to the Consolidated Financial Statements.

Eaton’s credit facilities and indentures governing certain long-term debt contain various covenants, the violation of which would limit or preclude the use of the credit facilities for future borrowings, or might accelerate the maturity of the related outstanding borrowings covered by the indentures. At Eaton’s present credit rating level, the most restrictive financial covenant provides that the ratio of secured debt (or lease payments due under a sale and leaseback transaction) to adjusted consolidated net worth (or consolidated net tangible assets, in each case as defined in the relevant credit agreement or indenture) may not exceed 10%. Eaton's actual ratios are substantially below the required threshold. In addition, Eaton is in compliance with each of its debt covenants for all periods presented.

Sources and Uses of Cash

Operating Cash Flow

Net cash provided by operating activities was $2,371 in 2015 , an increase of $493 compared to $1,878 in 2014 . The increase was primarily due to payments totaling $654 for the Meritor, Triumph and related litigation in the third quarter of 2014.

Net cash provided by operating activities was $1,878 in 2014 , a decrease of $407 compared to $2,285 in 2013 . The decrease was primarily due to settlement of the Meritor, Triumph and related litigation in the third quarter of 2014.

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For additional information on litigation settlements, see Note 8 to the Consolidated Financial Statements.

Investing Cash Flow

Net cash used in investing activities was $575 in 2015 , a decrease of $718 compared to net cash provided by investing activities of $143 in 2014 . The decrease in 2015 was principally due to fewer net proceeds from short-term investments of $37 in 2015 compared to $522 in 2014 , and proceeds from the sale of business of $282 in 2014 . Capital expenditures were $506 in 2015 compared to $632 in 2014 . Eaton expects approximately $525 in capital expenditures in 2016 .

Net cash provided by investing activities was $143 in 2014 , an increase of $345 as compared to a use of cash of $202 in 2013 . The increase in 2014 was principally due to sales of short-term investments of $522 in 2014 compared to purchases of short-term investments of $288 in 2013 . This source of cash in 2014 was partially offset by a decrease in proceeds from the sales of business, from $777 in 2013 to $282 in 2014 . Capital expenditures were $632 in 2014 compared to $614 in 2013.

Financing Cash Flow

Net cash used in financing activities was $2,267 in 2015 , an increase in the use of cash of $137 compared to $2,130 in 2014 . The increase in the use of cash was primarily due to higher payment on borrowings of $1,027 in 2015 compared to $582 in 2014 and higher cash dividends paid of $1,026 in 2015 compared to $929 in 2014 , offset by proceeds from borrowings of $425 in 2015 .

Net cash used in financing activities was $2,130 in 2014 , an increase in use of cash of $394 compared to $1,736 in 2013 . The increase in the use of cash was primarily due to $650 in share repurchases and an increase in cash dividends paid. Partially offsetting these uses of cash was a decrease in payments on borrowings, from $1,096 in 2013 to $582 in 2014 . On February 1, 2013, Eaton repaid the $669 outstanding balance on a $1,669 borrowing on the bridge facility related to financing the acquisition of Cooper Industries plc.

Credit Ratings

Eaton's debt has been assigned the following credit ratings:



Credit Rating Agency (long- /short-term rating)	Rating	Outlook
Standard & Poor's	A-/A-2	Stable outlook
Moody's	Baa1/P-2	Stable outlook
Fitch	BBB+/F2	Stable outlook

Defined Benefits Plans

Pension Plans

During 2015 , the fair value of plan assets in the Company’s employee pension plans decreased $215 to $4,406 at December 31, 2015 . The decrease in plan assets was primarily due to lower than expected return on assets. At December 31, 2015 , the net unfunded position of $1,598 in pension liabilities consisted of $691 in the U.S. qualified pension plans, $859 in plans that have no minimum funding requirements, and $105 in all other plans that require minimum funding, partially offset by $57 in plans that are overfunded.

Funding requirements are a major consideration in making contributions to Eaton’s pension plans. With respect to the Company’s pension plans worldwide, the Company intends to contribute annually not less than the minimum required by applicable law and regulations. In 2015 , $330 was contributed to the pension plans. The Company anticipates making $162 of contributions to certain pension plans during 2016 . The funded status of the Company’s pension plans at the end of 2016 , and future contributions, will depend primarily on the actual return on assets during the year and the discount rate used to calculate certain benefits at the end of the year. Depending on these factors, and the resulting funded status of the pension plans, the level of future contributions could be materially higher or lower than in 2015 .

Off-Balance Sheet Arrangements

Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities or other persons. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 8 to the Consolidated Financial Statements.

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires management to make certain estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that could have been used. However, based on facts and circumstances inherent in developing estimates and assumptions, management believes it is unlikely that applying other such estimates and assumptions would have caused materially different amounts to have been reported. Actual results may differ from these estimates.

Revenue Recognition

Eaton records reductions to revenue for customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis and projected market conditions in the various markets served. The rebate programs offered vary across businesses due to the numerous markets Eaton serves, but the most common incentives relate to amounts paid or credited to customers for achieving defined volume levels.

Impairment of Goodwill and Other Long-Lived Assets

Goodwill

Additionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of an operating segment is less than its carrying amount. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or sustained decrease in share price.

Goodwill impairment testing for 2015 and 2014 was performed using a qualitative analysis, which is performed by assessing certain trends and factors that require significant judgment, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. The results of these qualitative analyses did not indicate a need to perform a quantitative analysis.

Goodwill impairment testing for 2013 was performed using a quantitative analysis under which the fair value for each reporting unit was estimated using a discounted cash flow model, which considered forecasted cash flows discounted at an estimated weighted-average cost of capital. The forecasted cash flows were based on the Company's long-term operating plan and a terminal value was used to estimate the operating segment's cash flows beyond the period covered by the operating plan. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows of the respective reporting unit. Sensitivity analyses were performed in order to assess the reasonableness of the assumptions and the resulting estimated fair values.

Based on quantitative analyses performed in 2015 and 2014 and quantitative analysis performed in 2013, the fair values of Eaton's reporting units continue to substantially exceed the respective carrying amounts.

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Indefinite Life Intangible Assets

Additionally, indefinite life intangible assets are evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the asset is impaired. Events or circumstances that may result in an impairment review include changes in industry and market considerations, cost factors, financial performance, and other relevant entity-specific events that could affect inputs used to determine the respective fair values of the indefinite-lived intangible assets.

For 2015 and 2014 , the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

Other Long-Lived Assets

Other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Events or circumstances that may result in an impairment review include operations reporting losses, a significant adverse change in the use of an asset, the planned disposal or sale of the asset, a significant adverse change in the business climate or legal factors related to the asset, or a significant decrease in the estimated market value of an asset. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. In instances where the carrying amount of the asset group exceeded the undiscounted cash flows, the fair value of the asset group would be determined and an impairment loss would be recognized based on the amount by which the carrying value of the asset group exceeds its fair value. Determining asset groups and underlying cash flows requires the use of significant judgment.

For additional information about goodwill and other intangible assets, see Note 5 to the Consolidated Financial Statements.

Recoverability of Deferred Income Tax Assets

Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine the income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.

Management evaluates the realizability of deferred income tax assets for each jurisdiction in which it operates. If the Company experiences cumulative pretax income in a particular jurisdiction in a three-year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if the Company experiences cumulative pretax losses in a particular jurisdiction in a three-year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in a particular country, prudent and feasible tax planning strategies, and estimates of future earnings and taxable income using the same assumptions as the Company’s goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance. For additional information about income taxes, see Note 9 to the Consolidated Financial Statements.

Pension and Other Postretirement Benefits Plans

The measurement of liabilities related to pension plans and other postretirement benefits plans is based on assumptions related to future events including interest rates, return on plan assets, rate of compensation increases, and health care cost trend rates. Actual plan asset performance will either reduce or increase losses included in accumulated other comprehensive loss, which ultimately affects net income.

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The discount rate for United States plans was determined by discounting the expected future benefit payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date and solving for the single rate that generated the same benefit obligation. Only corporate bonds with a rating of Aa or higher by either Moody’s or Standard & Poor's were included. Callable bonds and certain other non-comparable bonds were eliminated. Finally, a subset of bonds was selected by grouping the universe of bonds by duration and retaining 50% of the bonds that had the highest yields.

The discount rates for non-United States plans were determined by region and are based on high quality long-term corporate and government bonds. Consideration has been given to the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate.

Key assumptions used to calculate pension and other postretirement benefits expense are adjusted at each year-end. A 1-percentage point change in the assumed rate of return on pension plan assets is estimated to have approximately a $45 effect on pension expense. Likewise, a 1-percentage point change in the discount rate is estimated to have approximately a $78 effect on pension expense. A 1-percentage point change in the assumed rate of return on other postretirement benefits assets is estimated to have approximately a $1 effect on other postretirement benefits expense. A 1-percentage point change in the discount rate is estimated to have approximately a $3 effect on expense for other postretirement benefits plans.

Beginning in 2016, the Company will adopt a change in the method it will use to estimate the service and interest cost components of net periodic benefit cost for its defined benefit pension and other postretirement benefit plans. Historically, for the vast majority of its plans, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. Beginning in 2016, the Company will use a spot rate approach by applying the specific spot rates along the yield curve to the relevant projected cash flows in the estimation of the service and interest components of benefit cost, resulting in a more precise measurement. This change does not affect the measurement of total benefit obligations. The change will be accounted for as a change in estimate and, accordingly, will be accounted for prospectively starting in 2016. The reductions in service cost and interest cost for 2016 associated with this change in estimate are expected to be $3 and $42 , respectively.

Additional information related to changes in key assumptions used to recognize expense for other postretirement benefits plans is found in Note 7 to the Consolidated Financial Statements.

Environmental Contingencies

As a result of past operations, Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law, or the state equivalents thereof, at a number of disposal sites.

A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs, when it is probable that a liability has been incurred. At December 31, 2015 and 2014 , $131 and $140 , respectively, was accrued for these costs.

MARKET RISK DISCLOSURE

On a regular basis, Eaton monitors third-party depository institutions that hold its cash and short-term investments, primarily for safety of principal and secondarily for maximizing yield on those funds. The Company diversifies its cash and short-term investments among counterparties to minimize exposure to any one of these entities. Eaton also monitors the creditworthiness of its customers and suppliers to mitigate any adverse impact.

Eaton uses derivative instruments to manage exposure to volatility in raw material costs, currency, and interest rates on certain debt instruments. Derivative financial instruments used by the Company are straightforward and non-leveraged. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. See Note 13 to the Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

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Eaton’s ability to access the commercial paper market, and the related cost of these borrowings, is based on the strength of its credit rating and overall market conditions. The Company has not experienced any material limitations in its ability to access these sources of liquidity. At December 31, 2015 , Eaton had $2,000 of long-term revolving credit facilities with banks in support of its commercial paper program. It has no borrowings outstanding under these credit facilities.

Interest rate risk can be measured by calculating the short-term earnings impact that would result from adverse changes in interest rates. This exposure results from short-term debt, which includes commercial paper at a floating interest rate, long-term debt that has been swapped to floating rates, and money market investments that have not been swapped to fixed rates. Based upon the balances of investments and floating rate debt at year end 2015 , a 100 basis-point increase in short-term interest rates would have increased the Company’s net, pretax interest expense by $39.

Eaton also measures interest rate risk by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on Eaton’s best estimate for a hypothetical, 100 basis point decrease in interest rates at December 31, 2015 , the market value of the Company’s debt and interest rate swap portfolio, in aggregate, would increase by $407.

The Company is exposed to currency risk associated with translating its functional currency financial statements into its reporting currency, which is the U.S. dollar. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. Eaton also monitors exposure to transactions denominated in currencies other than the functional currency of each country in which the Company operates, and regularly enters into forward contracts to mitigate that exposure. In the aggregate, Eaton’s portfolio of forward contracts related to such transactions was not material to its Consolidated Financial Statements.

CONTRACTUAL OBLIGATIONS

A summary of contractual obligations as of December 31, 2015 follows:



	2016			2017 to 2018			2019 to 2020			Thereafter			Total
Long-term debt, including current portion ⁽¹⁾	$	242		$	2,120		$	581		$	4,890		$	7,833
Interest expense related to long-term debt	312			538			431			1,939			3,220
Reduction of interest expense from interest rate swap agreements related to long-term debt	(59		)	(79		)	(33		)	(74		)	(245		)
Operating leases	151			203			81			55			490
Purchase obligations	759			89			38			7			893
Other obligations	188			18			14			25			245
Total	$	1,593		$	2,889		$	1,112		$	6,842		$	12,436

⁽¹⁾ Long-term debt excludes deferred gains and losses on derivatives related to debt, adjustments to fair market value, and premiums and discounts on long-term debentures.

Interest expense related to long-term debt is based on the fixed interest rate, or other applicable interest rate, related to the debt instrument. The reduction of interest expense due to interest rate swap agreements related to long-term debt is based on the difference in the fixed interest rate the Company receives from the swap, compared to the floating interest rate the Company pays on the swap. Purchase obligations are entered into with various vendors in the normal course of business. These amounts include commitments for purchases of raw materials, outstanding non-cancelable purchase orders, releases under blanket purchase orders, and commitments under ongoing service arrangements. Other long-term obligations principally include anticipated contributions of $162 to pension plans in 2016 and $50 of deferred compensation earned under various plans for which the participants have elected to receive disbursement at a later date.

The table above does not include future expected pension benefit payments or expected other postretirement benefits payments. Information related to the amounts of these future payments is described in Note 7 to the Consolidated Financial Statements. The table above also excludes the liability for unrecognized income tax benefits, since the Company cannot predict with reasonable certainty the timing of cash settlements with the respective taxing authorities. At December 31, 2015 , the gross liability for unrecognized income tax benefits totaled $584 and interest and penalties were $108 .

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FORWARD-LOOKING STATEMENTS

This Annual Report to Shareholders contains forward-looking statements concerning the realization of acquisition synergies, litigation developments, capital expenditures and restructuring charges, among other matters. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; competitive pressures on sales and pricing; unanticipated changes in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.

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QUARTERLY DATA (unaudited)



	Quarter ended in 2015												Quarter ended in 2014
(In millions except for per share data)	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	5,057		$	5,203		$	5,372		$	5,223		$	5,565		$	5,728		$	5,767		$	5,492
Gross profit	1,630			1,606			1,697			1,630			1,718			1,812			1,742			1,634
Percent of net sales	32.2		%	30.9		%	31.6		%	31.2		%	30.9		%	31.6		%	30.2		%	29.8		%
Income before income taxes	555			487			598			505			609			642			57			453
Net income	534			445			535			467			585			605			172			441
Less net income for noncontrolling interests	(2		)	1			—			(1		)	(4		)	(3		)	(1		)	(2		)
Net income attributable to Eaton ordinary shareholders	$	532		$	446		$	535		$	466		$	581		$	602		$	171		$	439

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	1.15		$	0.96		$	1.14		$	0.99		$	1.23		$	1.26		$	0.36		$	0.92
Basic	1.15			0.96			1.14			1.00			1.24			1.27			0.36			0.92

Cash dividends declared per ordinary share	$	0.55		$	0.55		$	0.55		$	0.55		$	0.49		$	0.49		$	0.49		$	0.49

Market price per ordinary share
High	$	58.59		$	68.23		$	73.82		$	72.78		$	70.51		$	79.98		$	79.65		$	78.19
Low	49.46			49.21			66.86			62.80			57.11			62.84			70.26			66.89

Earnings per share for the four quarters in a year may not equal full year earnings per share.

Acquisition integration charges included in Income before income taxes are as follows:

	Quarter ended in 2015												Quarter ended in 2014
	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Acquisition integration charges	$	14		$	10		$	12		$	11		$	32		$	19		$	37		$	66

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TEN-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)



(In millions except for per share data)	2015			2014			2013			2012			2011			2010			2009			2008			2007			2006
Continuing operations
Net sales	$	20,855		$	22,552		$	22,046		$	16,311		$	16,049		$	13,715		$	11,873		$	15,376		$	13,033		$	12,232
Income before income taxes	2,145			1,761			1,884			1,251			1,553			1,036			303			1,140			1,055			979
Income after income taxes	1,981			1,803			1,873			1,220			1,352			937			385			1,067			973			907
Income from discontinued operations	—			—			—			—			—			—			—			3			35			53
Net income	1,981			1,803			1,873			1,220			1,352			937			385			1,070			1,008			960
Less net income for noncontrolling interests	(2		)	(10		)	(12		)	(3		)	(2		)	(8		)	(2		)	(12		)	(14		)	(10		)
Net income attributable to Eaton ordinary shareholders	$	1,979		$	1,793		$	1,861		$	1,217		$	1,350		$	929		$	383		$	1,058		$	994		$	950

Net income per share attributable to Eaton ordinary shareholders - diluted
Continuing operations	$	4.23		$	3.76		$	3.90		$	3.46		$	3.93		$	2.73		$	1.14		$	3.25		$	3.19		$	2.94
Discontinued operations	—			—			—			—			—			—			—			0.01			0.12			0.17
Total	$	4.23		$	3.76		$	3.90		$	3.46		$	3.93		$	2.73		$	1.14		$	3.26		$	3.31		$	3.11

Net income per share attributable to Eaton ordinary shareholders - basic
Continuing operations	$	4.25		$	3.78		$	3.93		$	3.54		$	3.98		$	2.76		$	1.16		$	3.29		$	3.26		$	2.99
Discontinued operations	—			—			—			—			—			—			—			0.01			0.12			0.17
Total	$	4.25		$	3.78		$	3.93		$	3.54		$	3.98		$	2.76		$	1.16		$	3.30		$	3.38		$	3.16

Weighted-average number of ordinary shares outstanding
Diluted	467.1			476.8			476.7			350.9			342.8			339.5			335.8			324.6			300.6			305.8
Basic	465.5			474.1			473.5			347.8			338.3			335.5			332.7			320.4			294.6			300.4

Cash dividends declared per ordinary share	$	2.20		$	1.96		$	1.68		$	1.52		$	1.36		$	1.08		$	1.00		$	1.00		$	0.86		$	0.74

Total assets	$	31,031		$	33,529		$	35,491		$	35,810		$	17,873		$	17,252		$	16,282		$	16,655		$	13,430		$	11,417
Long-term debt	7,781			8,024			8,969			9,765			3,366			3,382			3,349			3,190			2,432			1,774
Total debt	8,449			9,034			9,549			10,836			3,773			3,458			3,467			4,271			3,417			2,586
Eaton shareholders' equity	15,186			15,786			16,791			15,113			7,469			7,362			6,777			6,317			5,172			4,106
Eaton shareholders' equity per ordinary share	$	33.10		$	33.74		$	35.34		$	32.11		$	22.34		$	21.66		$	20.39		$	19.14		$	17.71		$	14.04
Ordinary shares outstanding	458.8			467.9			475.1			470.7			334.4			339.9			332.3			330.0			292.0			292.6

Table of Contents

Eaton Corporation plc

2015 Annual Report on Form 10-K

Exhibit Index



3 (i)	Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012

3 (ii)	Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 10-Q Report for the three months ended September 30, 2012

4 (a)	Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt

10	Material contracts

	(a)	Senior Executive Incentive Compensation Plan (effective February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(b)	Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(c)	First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012

	(d)	Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(e)	First Amendment to Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(f)	Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(g)	First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012

	(h)	Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(i)	First Amended to Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(j)	Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(k)	First Amendment to Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(l)	Form of Restricted Share Unit Agreement - Filed in conjunction with this Form 10-K Report *

	(m)	Form of Restricted Share Award Agreement - Filed in conjunction with this Form 10-K Report *

	(n)	Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010

	(o)	Form of Directors' Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K report for the year ended December 31, 2012

	(p)	Form of Stock Option Agreement for Executives - Filed in conjunction with this Form 10-K Report *

	(q)	Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(r)	Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(s)	Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

Table of Contents



	(t)	Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(u)	Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012

	(v)	Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(w)	Amendment to Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(x)	First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(y)	2013 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(z)	2015 Stock Plan - Incorporated by reference to the Form S-8 filed on October 30, 2015

	(aa)	Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 8-K Report filed on December 17, 2015

	(bb)	Form of Indemnification Agreement entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(cc)	Form of Indemnification Agreement II entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(dd)	Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(ee)	Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(ff)	Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(gg)	Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2009

	(hh)	Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 1992

	(ii)	Excess Benefits Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(jj)	Amendment to Excess Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(kk)	Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(ll)	Amendment to Supplemental Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

	(mm)	Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Filed in conjunction with this Form 10-K Report*

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	(nn)	Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010

	(oo)	Amended and Restated Grantor Trust Agreement for Employees’ Deferred Compensation Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010

	(pp)	Eaton Savings Plan 2016 Restatement - Filed in conjunction with this Form 10-K Report. *

	(qq)	Eaton Personal Investment Plan 2015 Restatement - Filed in conjunction with this Form 10-K Report. *

	(rr)	Performance Share Award Agreement - Filed in conjunction with this Form 10-K Report *

	(ss)	Form of Indemnification Agreement entered into with officers of Eaton Corporation - Filed in conjunction with this Form 10-K Report *

	(tt)	Amended to Limited Eaton Service Supplemental Retirement Income Plan I- Filed in conjunction with this Form 10-K Report *

12		Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report *

14		Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008

21		Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report *

23		Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report *

24		Power of Attorney - Filed in conjunction with this Form 10-K Report *

31.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *

31.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *

32.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *

32.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema Document *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		XBRL Taxonomy Extension Label Linkbase Document *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

_______________________________



*	Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2015 , 2014 and 2013 , (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2015 , 2014 and 2013 (iii) Consolidated Balance Sheets at December 31, 2015 and 2014 , (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2015 , 2014 and 2013 , (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015 , 2014 and 2013 and vi) Notes to Consolidated Financial Statements for the year ended December 31, 2015 .

Exhibit 10.L

2016 RESTRICTED SHARE UNIT GRANT

RESTRICTED SHARE UNIT AGREEMENT

UNDER THE 2015 STOCK PLAN

Grant Date: Grant Date

Name: Participant Name

Number and Type of Shares: Shares Granted RSU Shares

Award of Restricted Share Units under the

Eaton Corporation plc 2015 Stock Plan

The Compensation and Organization Committee (the “ Committee ”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units effective as of Grant Date (the “ Grant Date ”) under the terms and conditions of the Company’s 2015 Stock Plan (the “ Plan ”). Capitalized terms used without definition in this Restricted Share Unit Agreement (this “ Agreement ”) shall have the meanings given to such terms in the Plan. Information concerning the number of restricted share units awarded to you (the “ Award ”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “ Third Party Administrator ”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned Award on the terms and conditions provided in the Plan and this Agreement.

2. Restricted Share Units . I acknowledge that, as of the Grant Date, the restricted share units referred to above (the “ Restricted Units ”) have been awarded to me, contingent on the continuation of my service with the Company or any of its subsidiaries as provided herein. Each Restricted Unit is equivalent in value to the market value of one (1) ordinary share of nominal value $0.01 per share (“ Ordinary Share ”) of the Company. Except as otherwise provided in the Plan or this Agreement, the Restricted Units shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever prior to the applicable vesting date, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator.

If any Restricted Units are forfeited for any reason, I understand that I will not be entitled to any payment of cash or Ordinary Shares in respect of any Restricted Units so forfeited. Restricted Units that vest in

accordance with Section 3 of this Agreement shall be settled by the delivery to me of an equal number of Ordinary Shares within ten (10) days following the applicable vesting date.

The Management Compensation Committee of the Company (the “ Management Committee ”) reserves the right to decide to what extent my leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment.

3 . Vesting . The Restricted Units will vest subject to and conditioned upon my continued employment by the Company or any of its subsidiaries through each applicable vesting date as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator; provided, however that the Committee may, in its sole discretion, waive the requirement of continued employment in whole or in part in the event of my termination of employment prior to the applicable vesting date. Further, if a regularly scheduled vest day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, the vest day shall mean the nearest preceding day when that stock exchange is open for trading.

4. Par Value . To the extent that Ordinary Shares issued upon settlement of my Award of Restricted Units are newly issued Ordinary Shares, I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction an amount equal to the nominal value, being US $0.01 per share, of such number of newly issued Ordinary Shares, or if such deduction is not made, I will pay or make arrangements with the Company for payment of such amount.

5. Transferability . The Restricted Units and any Ordinary Shares to be delivered with respect to the Restricted Units shall be non-transferable until such time as the Ordinary Shares are delivered to me hereunder. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Units or Ordinary Shares prior to the date on which Ordinary Shares are delivered to me. Notwithstanding the foregoing provisions of this Section 5, I am permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Units will be transferred in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center maintained by the Third Party Administrator.

6. Reorganizations, etc . The number of Restricted Units and class of shares subject to this Award are subject to adjustment as provided in Section 11 of the Plan.

7. No Dividends or Voting Rights . I acknowledge that there are no voting or dividend rights associated with the Restricted Units such as those available to holders of Ordinary Shares of the Company.

8. Tax Withholdings .

(a) I am responsible for all taxes and social insurance contributions owed by me in connection with the Restricted Units, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Restricted Units. The Company does not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or payment of the Restricted Units or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Restricted Units to reduce or eliminate my tax liability.

(b) Prior to any event in connection with the Restricted Units that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), I am required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. My

acceptance of this Agreement constitutes my instruction and authorization to the Company to withhold on my behalf the number of Ordinary Shares from those Ordinary Shares issuable to me at the time when the Restricted Units become vested or payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting or payment, as applicable. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate to the extent necessary, as determined by the Company, to avoid negative accounting treatment. Should the Company or the affiliate withhold an amount in excess of my actual Tax Withholding Obligation, the Company and/or my employer will refund the excess within a reasonable period and without any interest. I agree (i) to pay the Company and/or the affiliate employing me any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by applicable law, for the Company and/or the affiliate employing me to deduct cash from my regular salary payroll to cover such additional amounts. If I fail to comply with my obligations in connection with the Tax Withholding Obligation as described in this section, the Company may refuse to deliver the Ordinary Shares.

9. No Rights to Continued Employment . I acknowledge that this Award of Restricted Units does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment. Furthermore, the Restricted Units and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.

10 . Non-Competition . I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Units enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of such vested Restricted Units as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

11. Non-Solicitation . I agree that during my employment and for a period of twelve (12) months from the voluntary or involuntary termination of my employment for any reason and with or without Cause, I will not, (a) either on my own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from any customers with whom I had material business contact during the last five (5) years of my employment, or about whom I have any trade secret information, for the purposes of providing products or services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of Eaton or employees who have terminated their employment with Eaton or been terminated by Eaton within six months of the solicitation, recruitment, or encouragement to terminate employment with Eaton and/or to work in any manner for me or any entity affiliated with me.

12. Change of Control .

(a) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Plan) of the Company.

(b) If the Restricted Units are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then, the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Units as of the date of the Change of Control and the vested Restricted Units shall be settled in accordance with Section 2 hereof, subject to Section 13 of this Agreement.

(c) If the Restricted Units are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Restricted Units shall continue to vest subject to my continued employment in accordance with the original vesting schedule of the Award; provided, however that if within two years after the Change of Control, my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Units as of the date of the date of such employment termination and the vested Restricted Units shall be settled in accordance with Section 2 hereof, subject to Section 13 of this Agreement.

13. Section 409A of the Code . The Company intends that the Restricted Units will be exempt from or comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance with such intent. In particular, to the extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment” or words of similar import shall mean my “separation from service” with the Company within the meaning of Section 409A of the Code; (b) if I am a “specified employee” at the time of my separation from service with the Company (as determined by the Company in accordance with Section 409A of the Code), then any Restricted Units otherwise payable as a result of my separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after my separation from service (or if earlier, within 60 days after my death); and (c) any vested Restricted Units otherwise payable under Section 12(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code, and if payment of Restricted Units that become vested upon a Change of Control is not so permitted, payment of such vested Restricted Units will be made within thirty (30) days after the earlier of the originally schedule vesting date(s) or the date of my separation from service (subject to any six-month delay required to comply with Section 409A of the Code if I am a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Restricted Units is not warranted or guaranteed. I expressly acknowledge and agree that neither the Company, its subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by me (or any other individual claiming a benefit through me) as a result of this Agreement or the Restricted Units granted hereunder.

14. Nature of Grant . In accepting the grant, I acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of the Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted share units, even if restricted share units have been granted repeatedly in the past and all decisions with respect to future restricted share unit grants, if any, will be at the sole discretion of the Company;

(d) the Restricted Units and the Ordinary Shares subject to the Restricted Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or my employer, and which is outside the scope of my employment contract, if any;

(e) the Restricted Units and the Ordinary Shares subject to the Restricted Units are not intended to replace any pension rights or compensation;

(f) the Restricted Units and the Ordinary Shares subject to the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, my employer, or any subsidiary or affiliate;

(g) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;

(h) in consideration of the grant of the Restricted Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Units resulting from termination of my employment with the Company or my employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived any entitlement to pursue such claim; and

(i) in the event of termination of my employment (whether or not in breach of local labor laws), my right to vest in the Restricted Units under the Plan, if any, will terminate effective as of the date that I am no longer actively providing services and will not be extended by any notice period mandated under local law ( e.g. , active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Committee shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of the Restricted Units.

15. Data Privacy and Data Protection .

(a) I hereby explicitly and voluntarily consent to the collection, use, processing and transfer, in electronic or other form, of my personal data, including my Data as that term is defined below, as described in this Agreement and in any other award materials by and among, as applicable, my employer, the Company, and its subsidiaries and affiliates, as well as third parties acting on their behalf, for the exclusive purpose of implementing, administering and managing my eligibility for and participation in the Plan.

(b) I understand that the Company and my employer may hold certain personal data about me, including but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, benefit eligibility, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all awards or any other entitlement to Ordinary Shares granted, canceled, exercised, vested, unvested or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the Plan (collectively, the “ Data ”).

storage. I understand that the Data may be transferred to and processed and stored outside of my country of residence, including the United States of America, and that the recipients’ country (including the United States) may have different data privacy laws and protections than my country of residence, and I nevertheless consent to the transfer, processing and storage of my data in those nations. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan or as otherwise may be required by applicable law. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

16. Non-U.S. Addendum . Notwithstanding any provisions in this Agreement, the Restricted Units shall be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix A to this Agreement (the “ Non-U.S. Addendum ”) for my country. Moreover, if I relocate to one of the countries included in the Non-U.S. Addendum, the special terms and conditions for such country will apply to me, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.

17. Legal Fees . I agree that if Eaton substantially prevails in any litigation arising out of or relating to this Agreement, Eaton shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.

18. Choice of Law, Venue, and Jurisdiction . This Agreement shall be governed by the laws of the State of Ohio, except any such laws that require the application of another jurisdiction’s laws.

19. Severability and Reformation . The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 10 or 11 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.

20. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Units without my consent. Also, the Restricted Units shall be null and void to the extent the grant of Restricted Units or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. The Committee (or its delegate) may, in circumstances determined in its sole discretion, provide

for the lapse of the above restrictions at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof.

1019623.4

Appendix A

Non-U.S. Addendum

Exhibit 10.M

2016 RESTRICTED SHARE GRANT

RESTRICTED SHARE AWARD AGREEMENT

UNDER THE 2015 STOCK PLAN

Grant Date: Grant Date

Name: Participant Name

Number and Type of Shares: Shares Granted RSA Shares

Award of Restricted Shares under the

Eaton Corporation plc 2015 Stock Plan

The Compensation and Organization Committee (the “ Committee ”) of the Board of Directors of Eaton Corporation plc (the “ Company ”) has granted you a number of ordinary shares of nominal value $0.01 per share (“ Ordinary Shares ”), subject to certain restrictions, as an award of restricted shares (the “ Restricted Shares ”) effective as of Grant Date (the “ Grant Date ”) under the terms and conditions of the Company’s 2015 Stock Plan (the “ Plan ”). Capitalized terms used without definition in this Restricted Share Award Agreement (this “ Agreement ”) shall have the meanings given to such terms in the Plan. Information concerning the number of Restricted Shares awarded to you (the “ Award ”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “ Third Party Administrator ”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned Award on the terms and conditions provided in the Plan and this Agreement. Further, for each Restricted Share, I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction a nominal value amount equal to US $0.01 per share, or if such deduction is not made, I will pay or make arrangements with the Company for payment of such amount.

2. Restricted Share Award . I acknowledge that, as of the Effective Date, the Restricted Shares have been awarded to me, with vesting and transferability of the Restricted Shares contingent on the continuation of my service with the Company or any of its subsidiaries as provided herein. Except as otherwise provided in the Plan or this Agreement, the Restricted Shares shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever prior to the applicable vesting date, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator.

If any Restricted Shares are forfeited for any reason, I understand that I will not be entitled to any payment of cash in respect of any Restricted Shares so forfeited and such Restricted Shares shall automatically be forfeited without further action or notice.

3 . Vesting . Awards subject to this grant will vest subject to and conditioned upon my continued employment by the Company or any of its subsidiaries through each applicable vesting date as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator; provided, however, that the Committee may, in its sole discretion, waive the requirement of continued employment in whole or in part in the event of my termination of employment prior to the applicable vesting date. Further, if the regularly scheduled vest day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares of the Company is closed for trading, the vest day shall mean the nearest preceding day when that stock exchange is open for trading.

4. Transferability . The Restricted Shares shall be non-transferable until the possibility of forfeiture lapses in accordance with this Agreement. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Shares prior to the date on which the possibility of forfeiture with respect to such Restricted Shares lapses and the Restricted Shares vest. Notwithstanding the foregoing provisions of this Section 4, I am permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Shares will be transferred in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center maintained by the Third Party Administrator.

5. Legend . The Award shall be evidenced in book entry form on the records of the Company or its transfer agent. I acknowledge that each such book entry in respect of the Restricted Shares will bear a legend referring to this Agreement and to the restrictions contained herein.

6. Reorganizations, etc . The number and class of shares subject to the Award are subject to adjustment as provided in Section 11 of the Plan.

7. Dividends and Voting . If I am the shareholder of record on any record date for the payment of a dividend on the Restricted Shares, I will be entitled to receive the dividend when paid, regardless of whether or not the restrictions imposed by Section 2 have lapsed. If I am the shareholder of record on any record date for the taking of a vote by the shareholders of the Company, I will be entitled to vote the Restricted Shares regardless of whether or not the restrictions imposed by Section 2 hereof have lapsed.

8. Tax Withholdings .

(a) I am responsible for all taxes and social insurance contributions owed by me in connection with the Restricted Shares, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Restricted Shares. The Company does not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant or vesting of the Restricted Shares or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Restricted Shares to reduce or eliminate my tax liability.

(b) Prior to any event in connection with the Restricted Shares that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), I am required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. My acceptance of this Agreement constitutes my instruction and authorization to the Company to withhold on my behalf the number of Ordinary Shares from those Ordinary Shares issuable to me at the time when the Restricted Shares become vested as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate to the extent necessary, as determined by the Company, to avoid negative accounting treatment. Should the Company or the affiliate withhold an amount in excess of my actual Tax Withholding Obligation, the Company and/or my employer will refund the excess within a reasonable period and without any interest. I agree (i) to pay the Company and/or the affiliate employing me any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by applicable law, for the Company and/or the affiliate employing me to deduct cash from my regular salary payroll to cover such additional amounts. If I fail to comply with my obligations in connection with the Tax Withholding Obligation as described in this section, the Company may refuse to allow the vesting or the transferability of the Ordinary Shares.

9. No Rights to Continued Employment . I acknowledge that this Award of Restricted Shares does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment.

10. Non-Competition . I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Shares enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of such vested Restricted Shares as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

12. Change of Control .

(b) If the Restricted Shares are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then, the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Shares as of the date of the Change of Control.

(c) If the Restricted Shares are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Restricted Shares shall continue to vest based upon my continued employment in accordance with the original vesting schedule of the Award; provided, however that if within two years after the Change of Control, my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then, the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Shares as of the date of the date of such employment termination.

13. Nature of Grant . In accepting the grant, I acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of the Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted shares, even if restricted shares have been granted repeatedly in the past and all decisions with respect to future restricted share grants, if any, will be at the sole discretion of the Company;

(d) the Restricted Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or my employer, and which is outside the scope of my employment contract, if any;

(e) the Restricted Shares are not intended to replace any pension rights or compensation;

(f) the Restricted Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, my employer, or any subsidiary or affiliate;

(g) the future value of the Restricted Shares is unknown and cannot be predicted with certainty;

(h) in consideration of the grant of the Restricted Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares resulting from termination of my employment with the Company or my employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived any entitlement to pursue such claim; and

(i) in the event of termination of my employment (whether or not in breach of local labor laws), my right to vest in the Restricted Shares under the Plan, if any, will terminate effective as of the date

that I am no longer actively providing services and will not be extended by any notice period mandated under local law ( e.g. , active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Committee shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of the Restricted Shares.

14. Data Privacy and Data Protection .

(c) I understand that Data will be transferred to and processed and stored by third parties assisting the Company with the implementation, administration and management of the Plan, including Fidelity Stock Plan Services and any successor Third Party Administrator, and I consent to such transfer, processing and storage. I understand that the Data may be transferred to and processed and stored outside of my country of residence, including the United States of America, and that the recipients’ country (including the United States) may have different data privacy laws and protections than my country of residence, and I nevertheless consent to the transfer, processing and storage of my data in those nations. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan or as otherwise may be required by applicable law. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

15. Legal Fees . I agree that if Eaton substantially prevails in any litigation arising out of or relating to this Agreement, Eaton shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.

16. Choice of Law, Venue, and Jurisdiction . This Agreement shall be governed by the laws of the State of Ohio, except any such laws that require the application of another jurisdiction’s laws

17. Severability and Reformation . The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 10 or 11 of this Agreement

are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.

18. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Shares without my consent. Also, the Restricted Shares shall be null and void to the extent the grant of Restricted Shares or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. The Committee (or its delegate) may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof and shall be governed in accordance with Ohio law.

Exhibit 10.MM

BOARD OF DIRECTORS POLICY ON

INCENTIVE COMPENSATION, STOCK OPTIONS

AND OTHER EQUITY GRANTS UPON THE RESTATEMENT

OF FINANCIAL RESULTS (CLAWBACK POLICY)

The Board of Directors has adopted a formal policy stating that, if 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 periods as to which a performance-based award was paid or credited to the executive during the 12-month period following the first public issuance of the incorrect financial statement, such award shall be subject to reduction, cancellation or reimbursement to the Company at the Board’s discretion. The clawback policy covers any executive who participates in our ESIP or any successor plans. Our incentive compensation plans, stock plans and deferral plans all include the provisions of this policy.

Exhibit 10.P

2016 STOCK OPTION GRANT

STOCK OPTION AGREEMENT

UNDER THE 2015 STOCK PLAN

Grant Date: Grant Date

Name: Participant Name

Number and Type of Shares: Shares Granted Stock Options

Exercise Price: Exercise Price

Expiration Date: Expiration Date

The Compensation and Organization Committee (the “ Committee ”) of the Board of Directors of Eaton Corporation plc (the “ Company ”) has awarded you, effective as of Grant Date (the “ Grant Date ”), the option (the “ Option ”) to purchase from the Company the number of ordinary shares of the Company with a par value of one cent each (“ Ordinary Shares ”) specified in your account available online at Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “ Third Party Administrator ”), subject to the terms and conditions of the Company’s 2015 Stock Plan (the “ Plan ”) and this Stock Option Agreement (this “ Agreement ”). The exercise price of the Option per Ordinary Share (the “ Exercise Price ”) is available online at the Eaton Service Center maintained by the Third Party Administrator. The Option may be intended to qualify as an Incentive Stock Option, in whole or in part, as published in the Company’s records at the Eaton Service Center maintained by the Third Party Administrator. Capitalized terms used without definition in this Agreement shall have the meanings given to such terms in the Plan. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator, which may be accessed through the Company’s website, or in such other manner as designated by the Company and communicated to you. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned Award on the terms and conditions provided in the Plan and this Agreement.

2. Forfeiture . Except as otherwise provided in the Plan or this Agreement, the Option, to the extent not previously vested, shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever prior to the applicable vesting date, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator. To the extent that the Option is forfeited for any reason or expires unexercised, I understand that I will not be entitled to exercise the Option or receive any payment of cash or Ordinary Shares in respect of any portion of the Option so forfeited or expired.

3. Vesting and Exercisability .

(a) The Option will vest and become exercisable, subject to the terms of this Agreement and the Plan and conditioned upon my continued employment by the Company or any of its subsidiaries, in accordance with the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator; provided, however that the Committee (or its delegate) may, in its sole

discretion, accelerate the vesting of the Option in whole or in part in the event of my termination of employment prior to the applicable vesting date.

(b) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 3(b) shall govern the Option, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Plan) of the Company.

(i) If the Option is not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the forfeiture restrictions referred to in Section 2 hereof shall lapse and the Option will vest and become exercisable in full (without proration), effective as of the date of the Change of Control.

(ii) If the Option is assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Option shall continue to vest subject to my continued employment in accordance with the original vesting schedule of the Option; provided, however that if within two years after the Change of Control, my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then the forfeiture restrictions referred to in Section 2 hereof shall lapse and the Option will vest and become exercisable in full (without proration), effective as of the date of the date of such employment termination.

4. Exercise of Option .

(a) To the extent that the Option becomes vested and exercisable in accordance with Section 3 of this Agreement, it may be exercised in whole or in part from time to time by notice to the Company or its designee in accordance with such procedures as are expressly authorized by the Company from time to time, together with payment of the aggregate Exercise Price for the number of Ordinary Shares to be purchased hereunder. The Option may be exercised, during my lifetime, only by me, or in the event of my legal incapacity, by my guardian or legal representative acting on my behalf in a fiduciary capacity under state law and court supervision. If I die before the expiration of the Option, all or part of the Option may be exercised (prior to expiration) by my personal representative or by any person who has acquired the Option directly from me by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon the date of my death.

(b) The Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of Ordinary Shares (including by attestation) owned by the Grantee having an aggregate fair market value at the time of exercise (determined based on the closing price per Ordinary Share on the date of exercise) equal to the aggregate Exercise Price, (iii) by a cashless broker-assisted exercise that complies with all applicable laws, (iv) by such other method expressly authorized by the Company, or (v) by a combination of the foregoing methods.

5. Term and Expiration of Option . The Option shall in no event be exercisable after the expiration of 10 years from the Grant Date, notwithstanding anything to the contrary herein. Except as otherwise determined in the sole discretion of the Committee (or its delegate), the Option will terminate and automatically be cancelled at the close of business on the earliest of the following dates, provided that if such date falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, the Option will terminate and automatically be cancelled at the close of business on the nearest preceding day when such stock exchange is open for trading:

(a) The fifth (5th) anniversary of the date my employment terminates (i) as a result of my retirement on or after normal retirement age (age 65 for U.S. employees), or on or after age 50 with 10 years of service to the Company or a subsidiary (early retirement), or (ii) as a result of a disability covered by the Company’s or a subsidiary’s long-term disability benefit plan;

(b) The fifth (5th) anniversary of the date of my death;

(d) The ninetieth (90th) day after the date my employment terminates for any reason other as described in Section 5(a), 5(b) or 5(c); or

For purposes of this Agreement, “close of business” means 4:00 p.m. Eastern Time or such other time when the principal stock exchange for the Ordinary Shares closes on the applicable expiration date.

6. Shareholder Rights . No holder of the Option shall have any rights as a shareholder (including voting or dividend rights) with respect to any Ordinary Shares subject to the Option unless and until the Option has been exercised in accordance with the terms of this Agreement for such Ordinary Shares.

7. Tax Matters .

(a) I am responsible for all taxes and social insurance contributions owed by me in connection with the Option, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Option. The Company does not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or exercise of the Option or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate my tax liability.

(b) Prior to any event in connection with the Option that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), I am required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. My acceptance of this Agreement constitutes my instruction and authorization to the Company to withhold on my behalf the number of Ordinary Shares from those Ordinary Shares issuable to me at the time when the Option is exercised as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of exercise. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate to the extent necessary, as determined by the Company, to avoid negative accounting treatment. Should the Company or the affiliate withhold an amount in excess of my actual Tax Withholding Obligation, the Company and/or my employer will refund the excess within a reasonable period and without any interest. I agree (i) to pay the Company and/or the affiliate employing me any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by applicable law, for the Company and/or the affiliate employing me to deduct cash from my regular salary payroll to cover such additional amounts. If I fail to comply with my obligations in connection with the Tax Withholding Obligation as described in this section, the Company may refuse to deliver the Ordinary Shares.

(c) I acknowledge that, to the extent applicable, to receive the favorable tax treatment afforded Incentive Stock Options, the Option must be exercised within 90 days of retirement or termination

or within one year of termination of employment in case of permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended). An Incentive Stock Option that is not exercised within those periods will, for tax purposes, be treated the same as an option that is not an Incentive Stock Option.

8. Transferability . The Option shall not be transferable otherwise than by will or the law of descent and distribution or, with respect to any portion of the Option that is not intended to qualify as an Incentive Stock Option, to the extent permitted by rules or regulations under Section 16(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and as adopted by the Committee.

9. Compliance with Laws, Regulations and Rules . The Company will use its reasonable best efforts to comply with all federal and state laws or other applicable laws and regulations and all rules for domestic stock exchanges on which its Ordinary Shares may be listed, which apply to the issuance of the Ordinary Shares subject to the Option, and to obtain such consents and approvals to such issuance which it deems advisable from federal and state bodies having jurisdiction of such matters. However, anything herein to the contrary notwithstanding, the Option shall not be exercisable, and the Company shall not be obligated to issue or deliver any certificate for shares subject to the Option, in violation of any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Ordinary Shares as to which the Option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws or other applicable laws and regulations. If a person or an estate purporting to acquire the rights to exercise the Option by bequest or inheritance shall attempt to exercise this option, the Company may require reasonable evidence as to the ownership of the Option and may request such consents and releases of taxing authorities as it deems advisable.

10. Reorganizations, etc . The number of and class of shares subject to the Option and the Exercise Price per share are subject to adjustment as provided in Section 11 of the Plan.

11. No Rights to Continued Employment . I acknowledge that the grant of this Option does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment. Furthermore, the Option and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.

12. Non-Competition . I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after exercise of any portion of the Option enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Committee, is in competition with the Company or a subsidiary, the amount by which the fair market value per Ordinary Share on the date of exercise of any such portion exceeds the Exercise Price per Ordinary Share hereunder, multiplied by the number of Ordinary Shares subject to such exercised portion, shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

13. Non-Solicitation . I agree that during my employment and for a period of twelve (12) months from the voluntary or involuntary termination of my employment for any reason and with or without Cause, I will not, (a) either on my own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from any customers with whom I had material business contact during the last five (5) years of my employment, or about whom I have any trade secret information, for the purposes of providing products or

services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of Eaton or employees who have terminated their employment with Eaton or been terminated by Eaton within six months of the solicitation, recruitment, or encouragement to terminate employment with Eaton and/or to work in any manner for me or any entity affiliated with me.

14. Plan Controls . The terms and conditions of the Plan, as amended from time to time in accordance with the provisions of Section 15 thereof, shall control the terms and conditions of this option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the Plan shall be of no force or effect and shall not be binding upon the Company or the Option holder. The Plan and this Agreement represent the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.

15. Construction . It is intended that acquisition of the Option by the Option holder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of the Option, whether made to an officer or director of the Company or to any other employee of the Company or a subsidiary, shall so qualify. Any provision of this Agreement that cannot be so construed, interpreted and administered shall be of no force or effect.

16. Legal Fees . I agree that if Eaton substantially prevails in any litigation arising out of or relating to this Agreement, Eaton shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.

17. Choice of Law, Venue, and Jurisdiction . This Agreement shall be governed by the laws of the State of Ohio, except any such laws that require the application of another jurisdiction’s laws

18. Severability and Reformation . The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 12 or 13 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.

19. Nature of Grant . In accepting the grant, I acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past and all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;

(d) the Option and the Ordinary Shares subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or my employer, and which is outside the scope of my employment contract, if any;

(e) the Option and the Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation;

(f) the Option and the Ordinary Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, my employer, or any subsidiary or affiliate;

(g) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;

(h) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of my employment with the Company or my employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived any entitlement to pursue such claim; and

(i) in the event of termination of my employment (whether or not in breach of local labor laws), my right to vest in the Option under the Plan, if any, will terminate effective as of the date that I am no longer actively providing services and will not be extended by any notice period mandated under local law ( e.g. , active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Compensation Committee of the Company shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of the Option.

20. Data Privacy and Data Protection .

21. Non-U.S. Addendum . Notwithstanding any provisions in this Agreement, the Option shall be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix A to this Agreement (the “ Non-U.S. Addendum ”) for my country. Moreover, if I relocate to one of the countries included in the Non-U.S. Addendum, the special terms and conditions for such country will apply to me, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.

APPENDIX A

Non-U.S. Addendum

EATON SAVINGS PLAN

2016 Restatement

TABLE OF CONTENTS



Article I.	ESTABLISHMENT OF THE PLAN	1
Section 1.1	Establishment of Plan and Effective Date	1
Section 1.2	Purposes of the Plan	4
Article II.	DEFINITIONS AND CONSTRUCTION	5
Section 2.1	Definitions	5
Section 2.2	Gender and Number	15
Section 2.3	Headings	15
Section 2.4	Plan Provisions Controlling	15
Section 2.5	Severability	15
Section 2.6	Code and ERISA Compliance; Applicable Law	16
Article III.	ELIGIBILITY	16
Section 3.1	General	16
Section 3.2	Rehire	16
Article IV.	PARTICIPATION	16
Section 4.1	General	16
Section 4.2	Automatic Enrollment	17
Article V.	CONTRIBUTIONS	19
Section 5.1	Member Regular Contributions; Deferred Compensation Contributions; and "Catch-Up Contributions"	19
Section 5.2	Limitation on Regular and Deferred Compensation Contributions	22
Section 5.3	Company Contributions	22
Section 5.4	Allocation of Company Contributions	25
Section 5.5	Eaton Retirement Contributions	25
Section 5.6	Allocation, Payment and Vesting of Eaton Retirement Contributions	27
Section 5.7	Maximum Additions	27
Section 5.8	Excess Deferrals	30
Section 5.9	Excess Deferred Compensation Contributions	32
Section 5.10	Excess Company and Regular Contributions	37
Section 5.11	Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements	42
Section 5.12	Miscellaneous ADP/ACP Testing Provisions	43
Article VI.	INVESTMENT OF FUNDS	46
Section 6.1	Investment Funds	46
Section 6.2	Investment of Member Contributions and Deferred Compensation Contributions	47
Section 6.3	Investment of Company Contributions and Eaton Retirement Contributions	48
Section 6.4	Charges and Credits to Accounts	49
Section 6.5	Investment of Income Received; Cash Balances	49
Section 6.6	Investment Values and Decisions; Exercise of Investment Discretion	50
Section 6.7	Diversification of Eaton Shares	51
Article VII.	CREDITS AND ACCOUNTS	51

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Section 7.1	Credits	51
Section 7.2	Accounts	52
Article VIII.	SERVICE AND VESTING	52
Section 8.1	Special Definitions	52
Section 8.2	Crediting Hours of Service	53
Section 8.3	Crediting of Vesting Service	53
Section 8.4	Vesting of Accounts	54
Article IX.	LOANS TO MEMBERS	54
Section 9.1	Loan Program	54
Section 9.2	Certain Conditions	55
Section 9.3	Certain Standards and Requirements	56
Section 9.4	Default and Collection	57
Section 9.5	Deceased Member	58
Article X.	WITHDRAWALS DURING EMPLOYMENT	58
Section 10.1	Withdrawals	58
Section 10.2	Hardship Withdrawals	60
Section 10.3	Time and Form of Withdrawal Distributions	63
Section 10.4	Other Withdrawals	63
Section 10.5	HEART Act Reservist Withdrawals	64
Section 10.6	Qualified Reservist Withdrawals	65
Article XI.	SETTLEMENT AFTER TERMINATION OF EMPLOYMENT	65
Section 11.1	In General	65
Section 11.2	Retirement or Disability	66
Section 11.3	Death	67
Section 11.4	Other Termination	68
Section 11.5	Value and Timing of Distributions	69
Section 11.6	Separate Accounting for Non-Vested Amounts	71
Section 11.7	Disposition of Non-Vested Amounts	72
Section 11.8	Treatment of Forfeited Amounts	73
Section 11.9	Recrediting of Forfeited Amounts	73
Section 11.10	Minimum Distribution Requirements	73
Section 11.11	Rollovers to Other Plans or IRAs	80
Section 11.12	Unclaimed Accounts	82
Section 11.13	Notice Regarding Forms of Payment	84
Article XII.	COMMITTEES; FIDUCIARY RESPONSIBILITY; CLAIMS	85
Section 12.1	Committee	85
Section 12.2	Fiduciary Responsibility	85
Section 12.3	Committee Power and Rules	86
Section 12.4	Reliance	87
Section 12.5	Indemnification	88
Section 12.6	Claims	88
Section 12.7	Exhaustion of Remedies and Limitation of Actions	90

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Article XIII.	TRUST AGREEMENT	90
Article XIV.	TOP‑HEAVY PLAN REQUIREMENTS	91
Section 14.1	Definitions	91
Section 14.2	Determination of Top‑Heavy Status	94
Section 14.3	Top‑Heavy Plan Requirements	95
Section 14.4	Minimum Vesting Requirement	95
Section 14.5	Minimum Contribution Requirement	95
Section 14.6	Coordination With Other Plans	97
Section 14.7	Actuarial Assumptions	98
Section 14.8	Construction	98
Article XV.	ESOP PROVISIONS	98
Section 15.1	ESOP Feature	98
Section 15.2	Borrowing to Purchase Eaton Shares	99
Section 15.3	Release of Shares from Suspense Accounts	101
Section 15.4	Members Right to Diversify	106
Section 15.5	Appraisal Requirement If Employer Securities Not Readily Tradable	107
Section 15.6	Voting Rights	108
Section 15.7	Tenders and Exchanges	108
Section 15.8	Distribution of Company Contributions	108
Section 15.9	Rights to Put Eaton Shares	109
Section 15.10	Restrictions on Transfer of Eaton Shares	112
Article XVI.	ADMINISTRATIVE COSTS	112
Article XVII.	NON‑ALIENATION OF BENEFITS	113
Article XVIII.	NOTICES	113
Article XIX.	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN	114
Section 19.1	Reservation of Right to Amend	114
Section 19.2	Retroactivity	114
Section 19.3	Termination	114
Section 19.4	Provision Against Diversion; Exclusive Benefit	115
Article XX.	PLAN MERGERS AND CONSOLIDATIONS; TERMS	116
Section 20.1	Merger or Consolidation	116
Section 20.2	Terms	117
Section 20.3	Transfer From Stanley Aviation Corporation 401K Plan and Trust	117
Section 20.4	Merger of EMC Engineers, Inc. 401(k) Plan	119
Section 20.5	Merger of Wright Line LLC 401(k) Plan	122
Section 20.6	Merger of CopperLogic, Inc. 401(k) Plan & Trust	123
Section 20.7	Merger of E. A. Pederson Company 401(k) Plan	125
Section 20.8	Merger of Cooper Retirement Savings and Stock Ownership Plan	129
Article XXI.	MISCELLANEOUS	134
Section 21.1	Incapacity	134
Section 21.2	Limitation of Rights	135
Section 21.3	No Right to Employment	135

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Section 21.4	Rights Relating to the Trust	135
Section 21.5	Limitation on Participation by Persons in Foreign Countries	135
Section 21.6	Uniformed Services	136
Section 21.7	Profit‑Sharing Plan Feature	136
Section 21.8	Miscellaneous Investment Proceeds	136
Section 21.9	Election of Former Vesting Schedule	137
Section 21.10	Issuance of Eaton Shares	138
Section 21.11	Leased Employee	138
Section 21.12	Applicable Law and Forum Selection	139
Section 21.13	Correction of Plan Failures	140
Section 21.14	Application of Windsor Decision	140
Article XXII.	TRANSFER OF FUNDS; ROLLOVERS	140
Section 22.1	Transfer from Other Qualified Plans	140
Section 22.2	Transfer to Other Qualified Plans	141
Section 22.3	Rollover Contributions	141
Article XXIII.	SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT	144
Section 23.1	Definitions	144
Section 23.2	Deductible Employee Contributions	144
Section 23.3	Irrevocable Election of Deductible Contributions	145
Section 23.4	Valuation of Voluntary Deductible Account; Records	146
Section 23.5	Investment of Voluntary Deductible Accounts	146
Section 23.6	Withdrawals from Voluntary Deductible Account	146
Section 23.7	Administrative Costs	148
Article XXIV.	EFFECTIVE DATES	148
Section 24.1	General	148
Section 24.2	Legal Compliance Effective Date Provisions	148

APPENDIX A TRANSFEROR PLANS		A-1

APPENDIX B COSAV MERGED PLANS AND PROTECTED BENEFITS		B-1

APPENDIX C IAR ADDENDA FOR SUPPLEMENTAL CONTRIBUTIONS		C-1

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EATON SAVINGS PLAN

2016 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 Shares Fund, to make various changes to the Plan in connection with changes to

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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. The Plan was amended effective July 1, 2010, to reinstate Matching Contributions, and effective generally as of January 1, 2010, was amended and restated to consolidate all prior amendments, reflect the reinstatement of certain Matching

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Contributions effective July 1, 2010, make various modifications to the Plan in connection with changes in law, and reflect other administrative and conforming changes. Subsequently, the Plan was amended in a variety of other respects, including to reflect automatic enrollment, several plan mergers, and a corporate transaction involving Cooper Industries plc, including related changes in investment of the Eaton Shares Fund. The Plan was amended and restated effective generally as of January 1, 2013, to consolidate prior amendments, to provide that certain Members shall be eligible for nonelective Eaton Retirement Contributions, subject to a vesting schedule, and for other purposes. The Plan was further amended and restated effective generally as of January 1, 2014, to reflect the merger of the Cooper Retirement Savings and Stock Ownership Plan into the Plan and associated changes relating to integration of benefits and to reflect other administrative and conforming changes. That restatement was amended to reflect a variety of technical employee stock ownership provisions as required by the Internal Revenue Service, to reflect the Windsor decision, revise claims provisions, and other administrative and conforming changes. Finally, the Plan is amended and restated effective January 1, 2016, except as otherwise provided herein, to consolidate prior amendments, reflect a change in matching contributions, and for other purposes.

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

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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 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 and not payable on demand.

(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

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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. Any Member's designation of Beneficiary relating to his Accounts must be made under the provisions of this Section 2.1(iii) (or, in the case of a person who transfers to employment covered by the Plan from a position covered by the Eaton Personal Investment Plan, under the provisions of that plan); a designation made under an acquired plan from which assets were transferred or merged into the Plan shall be void and of no effect under the Plan.

(iv) "Board": The Board of Directors of Eaton Corporation plc.

(v) "Code": The Internal Revenue Code of 1986, as amended from time to time.

(vi) "Committee": The Pension Administration Committee appointed by the Board.

(vii) "Company": Eaton, any company which is a Controlled Group Member which employs an Employee, or any one or more of them, as the context indicates.

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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), geographic differential, 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

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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 following termination of employment during a 30 day administrative period, but not later than 2 ¹ / ₂ months after 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 within the period specified in the prior sentence.

Unless otherwise indicated herein, in the case of a Member who has elected to have Deferred Compensation Contributions made for him (which for purposes of this sentence shall include a contribution not includible in gross income by reason of Section 125 or 132(f)(4) of the Code), 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

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year. If a determination period consists of fewer than 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 person becomes eligible for payment of long term disability benefits under a long-term disability plan of the Company.

(xvi) "Eaton": Eaton Corporation.

(xvii) “Eaton Retirement Contribution”: Contributions by the Company provided for under Section 5.5.

(xviii) “Eaton Retirement Contribution Account”: The Member’s share of Eaton Retirement Contributions of the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

(xix) "Eaton Shares": Ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

(xx) "Employee": Any employee, including an officer, who is in the regular service of a Company in a class or group to which Eaton has extended eligibility for membership in the Plan by paying such employee through Eaton's U.S. corporate payroll from its facility in Brookpark, Ohio, other than (A) a temporary

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employee who is hired for a specific, limited period of time or for the performance of a specific, limited assignment, (B) any person whose employment is covered by a collective bargaining agreement the terms of which do not specify coverage hereunder, and (C) any person who is an inpatriate. Moreover, a person classified by the Company as a leased employee (as described in Section 21.11), independent contractor, or contract employee will not be deemed an "Employee" under the Plan, and in the event any such individual is reclassified as an Employee for any purpose, including, without limitation, as a common law or statutory employee, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action, or administrative proceeding, such individual will, notwithstanding such reclassification, remain ineligible for participation in the Plan.

(xxi) "ERISA": The Employee Retirement Income Security Act of 1974, as amended from time to time.

(xxii) "ESOP Allocation Period": Each pay date as described in Section 5.3 for which an allocation of Eaton Shares released from a Suspense Account under Section 15.3 is made to Members' Accounts.

(xxiii) "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.

(xxiv) "Fiduciary": Any person, including a Named Fiduciary, defined as such in ERISA.

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(xxv) "Hardship Withdrawal": A withdrawal in accordance with the provisions of Sections 10.1 and 10.2.

(xxvi) "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 (xxvi) shall be construed in accordance with the provisions of Code Section 414(q) and any regulations issued by the Secretary of the Treasury thereunder.

(xxvii) "Hour of Service": An hour for which an Employee is paid, or entitled to payment, by one or more members of the Controlled Group.

(xxviii) "Investment Adviser": An investment manager, as defined in ERISA.

(xxix) "Investment Committee": The Pension Investment Committee of Eaton.

(xxx) "Matched Deferred Compensation Contributions": The portion of Deferred Compensation Contributions which is eligible to share in Company Contributions if any are made.

(xxxi) "Matched Regular Contributions": The portion of Regular Contributions which is eligible to share in Company Contributions if any are made.

(xxxii) "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.

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(xxxiii) "Named Fiduciary": Any person designated as such in Section 12.2.

(xxxiv) "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.

(xxxv) "Plan Year": The 12‑month period beginning on January 1 and ending on the following December 31.

(xxxvi) "Regular Account": The Member's Regular Contributions to the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

(xxxvii) "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.

(xxxviii) "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.

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(xxxix) "Retirement Compensation": Retirement Compensation shall mean Compensation as defined in Section 2.1(x), except that a bonus paid under the Executive Incentive Compensation Plan shall be included, provided that if payment of such bonus is deferred at the election of the Member, such amount shall not be included in Retirement Compensation for any year.

(xl) "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.

(xli) "Trust": The Trust with respect to the Plan created by the "Trust Agreement" as defined in Article XIII.

(xlii) "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.

(xliii) "Trustee": The trustee or trustees under the Trust Agreement.

(xliv) "Unmatched Deferred Compensation Contributions": The portion of Deferred Compensation Contributions which is not eligible to share in Company Contributions.

(xlv) "Unmatched Regular Contributions": The portion of Regular Contributions which is not eligible to share in Company Contributions.

(xlvi) "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

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which event it shall be the next business day for which such a valuation may be obtained.

(xlvii) "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 Shares Fund.

(xlviii) “Vesting Service”: Service determined under the provisions of Article VIII.

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.

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.

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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

Section 3.1 General ‑‑ 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.

Section 3.2 Rehire ‑‑ 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

Section 4.1 General ‑‑ 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 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

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(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.

Section 4.2 Automatic Enrollment ‑‑ The following provisions relating to automatic enrollment in the Plan shall apply:

(a) In the case of (i) any person who first completes an Hour of Service as an Employee on or after April 1, 2011, and becomes eligible to become a Member in accordance with Article III on or after that date, (ii) any employee of Cooper (as defined in Section 5.5(b)(2)) who becomes an Employee by reason of a transfer of employment to a position covered by the Plan, and (iii) any employee of an entity acquired by the Company on or after January 1, 2012, who becomes an Employee by reason of being in a group to which coverage under the Plan is extended on or after that date, if such Employee fails to affirmatively apply for membership in the Plan and fails to affirmatively decline membership in the Plan within an administrative period of at least 30 days from the date he is first eligible to become a Member, such Employee will be deemed to have made an election under the Plan to have his Compensation reduced by 5%. The Company will reduce such Employee's Compensation by this amount and contribute this amount to the Trust on the Employee's behalf. A Member's deemed election under this paragraph (a) shall take effect as soon as administratively practicable after the 30th day following the date on which the Employee is first eligible to become a Member in the Plan, provided that the Employee remains actively employed on that date.

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Notwithstanding the foregoing, in the case of a person who becomes a Member by reason of the merger described in Section 20.8, the deemed election described in this paragraph (a) shall take effect as soon as administratively practicable after the 30th day following receipt of a notice of the kind described in paragraph (b) of this Section 4.2 or January 1, 2014, if later. Such deemed election shall be a "Deferred Compensation Agreement" for purposes of the Plan. A Member's subsequent election to modify or suspend his Deferred Compensation Agreement will apply on a prospective basis only and shall be made in accordance with the provisions of Section 5.1(b) and (c), as applicable.

(b) As soon as practicable after an Employee becomes eligible to be a Member, the Company shall provide the eligible Employee with a notice explaining the automatic reduction in his Compensation for purposes of making Deferred Compensation Contributions in accordance with this Section 4.2 and the Employee's right to affirmatively elect either a different reduction amount or no reduction. The notice shall describe the procedures for making such an election and the period in which such an election may be made. In addition, the Company shall provide annual notice to Members who have made a deemed election under Section 4.2(a) and who have not subsequently modified that election of the amount by which their Compensation is being reduced for purposes of making Deferred Compensation Contributions, and their right to change such election as provided in the Plan, including the procedures for making such a change and the timing for implementation of such change.

(c) In the case of a Member who separates from employment with the Company and who is subsequently rehired on or after January 1, 2016, his participation

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in the Plan may resume immediately and the automatic enrollment provisions of this Section 4.2 shall be applicable, provided that if the Member is rehired within a 30 day administrative period following the date such separation occurred, his participation in the Plan shall initially resume based on the Deferred Compensation Agreement in effect on the date of his separation until the provisions of paragraphs (a) and (b) of this Section 4.2 have been implemented with respect to such Member upon rehire.

ARTICLE V. CONTRIBUTIONS

Section 5.1 Member Regular Contributions; Deferred Compensation Contributions; and "Catch-Up Contributions"

(d) 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 50%, 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 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

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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.

(e) 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 50%, 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 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

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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.

(f) 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.

(g) 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 a whole percentage amount between 1% and 30%, inclusive, of the Member's Compensation for each pay period after his participation commences in accordance with, and subject to the limitations of,

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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 50% 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 payment of Compensation (hereinafter referred to as a “pay date”) occurring on or after January 1, 2016, and prior to March 1,

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2016, for each $1.00 of Member Regular Contributions made by a Member with respect to Compensation paid on the pay date, and for each $1.00 of Deferred Compensation Contributions made on behalf of a Member with respect to Compensation paid on the pay date, 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 pay date, 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 pay date and that do not exceed 5% of such Member's Compensation for such pay date. With respect to each pay date occurring on or after March 1, 2016, for each $1.00 of Member Regular Contributions made by a Member with respect to Compensation paid on the pay date, and for each $1.00 of Deferred Compensation Contributions made on behalf of a Member with respect to Compensation paid on the pay date, such Member shall receive, as a Company Matching Contribution (if any), an amount equal to (1) zero % of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that do not exceed 3% of such Member’s Compensation for such pay date, and (2) zero % of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that exceed 3% of such Member’s Compensation for such pay date and that do not exceed 5% of such Member’s Compensation for such pay date. With respect to each such Member, Company Matching Contributions shall first match Matched Deferred Compensation Contributions (to the extent thereof) for such pay date and then, to the extent any additional Company Matching Contribution is required for

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such pay date, Company Matching Contributions shall match Matched Regular Contributions for such pay date. 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 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

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Loan, may, in Eaton's discretion, be delivered to the Trustee in 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.

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 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 Eaton Retirement Contributions

(a) With respect to each pay period beginning on or after the date an Employee becomes an ERC Eligible Member (but not prior to January 1, 2013), the Company shall make an Eaton Retirement Contribution for such Member in an amount equal to 4% of his Retirement Compensation for such pay period.

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(b) For purposes of this Section 5.5 and Section 5.6, the following definitions shall apply:

(1) "ERC Eligible Member" shall mean

(A) an Employee who becomes eligible to be a Member after November 30, 2012, by reason of transfer of employment with Cooper to employment with the Company;

(B) an Employee who is first eligible to become a Member under Article III on or after April 1, 2013, including by reason of transfer of employment to a position covered by the Plan;

(C) an Employee who separated from employment with the Company and all Controlled Group Members, and who upon rehire first completes an Hour of Service on or after April 1, 2013; and

(D) an Employee who becomes eligible to be a Member on January 1, 2014, by reason of the merger of the COSAV Plan described in Section 20.8;

but in each case only if such Employee is not then eligible to accrue benefits under the Pension Plan for Eaton Corporation Employees.

(2) "Cooper" shall mean Cooper US, Inc. and each entity which was a member of the Controlled Group of which Cooper US, Inc. was a member on November 29, 2012, including any entity into which such an entity may be merged or consolidated after November 30, 2012 and including Eaton (US) LLC.

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Section 5.6 Allocation, Payment and Vesting of Eaton Retirement Contributions

(a) Eaton Retirement Contributions made pursuant to Section 5.5 shall be allocated for each pay period and credited to the Eaton Retirement Contributions Account of each ERC Eligible Member when deposited in the Trust Fund for investment in accordance with Section 6.3.

(b) Eaton Retirement Contributions shall be made in cash. All such Eaton Retirement Contributions with respect to a Plan Year shall be made no later than the due date (including extensions) for filing the income tax return of the Company for the taxable year coinciding with such Plan Year.

(c) A Member's Eaton Retirement Contributions Account shall be zero percent vested until the Member has completed three years of Vesting Service at which time his vested interest in his Eaton Retirement Contributions Account shall be 100 percent. Notwithstanding any other provision of the Plan to the contrary, if a Member is employed by the Company or a member of its Controlled Group on the date he attains age 65 or greater, on the date he terminates from employment by reason of becoming Disabled, or on the date he dies, his vested interest in his Eaton Retirement Contributions Account shall be 100 percent.

Section 5.7 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

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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 5.7, 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 Plan to the contrary, effective for Plan Years beginning on and after July 1, 2007, for purposes of this Section 5.7, 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

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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 ½ 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 ½ 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 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 5.7, 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

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limitation contained in this Section 5.7, 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 5.7 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 5.7(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.

For purposes of applying the limitations set forth in Section 5.7(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 5.8 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 5.8(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

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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 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 5.8(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,

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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.

(c) In the event that the Committee determines that a Member's Deferred Compensation Agreement would result in the limitation set forth in Section 5.8(a) being exceeded for his taxable year, such Member's Deferred Compensation Contributions shall be automatically suspended for the remainder, if any, of such taxable year, unless the Member has made an election that amounts otherwise exceeding that limit shall be Regular Contributions (a "spillover" election).

Section 5.9 Excess Deferred Compensation Contributions

(a) Notwithstanding the foregoing provisions of this Article V,

(1) the actual deferral percentage (as defined in Section 5.9(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

(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).

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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 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

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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 5.9, 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 5.8) 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 5.9(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 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).

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(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 5.9(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 5.8(b), determined under the leveling method by reducing Deferred Compensation Contributions made on behalf of eligible Highly Compensated Employees in order of the ADRs (as defined in Section 5.9(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.

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(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 5.9, if 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 5.9 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. Notwithstanding the foregoing sentence, the Plan has been amended to eliminate safe harbor matching contributions effective March 1, 2016, for Member Regular Contributions and Deferred Compensation Contributions made with respect to Compensation paid on pay dates on or after March 1, 2016. In accordance with Treasury Regulation Section 1.401(k)-3(g)(1)(i)(E), the ADP test using the current year testing method as set forth in Subsections (a) through (e) of this Section 5.9 (and not the ADP Safe-Harbor) shall apply for the entire 2016 Plan Year.

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Section 5.10 Excess Company and Regular Contributions

(a) Notwithstanding the foregoing provisions of this Article V, the contribution percentage (as defined in Section 5.10(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 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.

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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 5.10, 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 5.9(b)) for such Plan Year (such ratio for an 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

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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.

(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

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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 5.10(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 5.10(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 5.10(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 5.10 shall be made after (1) first determining the excess deferrals under Section 5.8 and (2) then determining the excess contributions under Section 5.9.

(e) Notwithstanding the foregoing provisions of this Section 5.10, if the requirements of the ADP Safe‑Harbor (as defined in Section 5.9(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 15.3(g) shall be excluded from the requirements of the

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foregoing provisions of this Section 5.10 for that Plan Year. Notwithstanding the foregoing sentence, the Plan has been amended to eliminate safe harbor matching contributions effective March 1, 2016, for Member Regular Contributions and Deferred Compensation Contributions made with respect to Compensation paid on pay dates on or after March 1, 2016. In accordance with Treasury Regulation Section 1.401(m)-3(h)(1)(i)(E), the actual contribution percentage test using the current year testing method as set forth in Subsections (a) through (d) of this Section 5.10 (and not the ACP Safe-Harbor) shall apply for the entire 2016 Plan Year.

(f) In applying the limitations set forth in Section 5.9 and Section 5.10, 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 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 5.9 and/or Section 5.10.

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Section 5.11 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 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 Subsection (a) shall not apply on and after March 1, 2016.

(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 5.11(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 5.9(f)) and the requirements of the ACP Safe‑Harbor (as defined in Section 5.10(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.

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(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 5.11 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 above, the Company is still obligated to make safe harbor matching contributions in accordance with the Plan provisions.

Section 5.12 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

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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 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

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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 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

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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 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 Shares Fund) any other Fund or Funds and may modify or eliminate any such Fund. The term Fund may include an investment 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 Shares Fund) and investment

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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, Company Contributions, and Eaton Retirement 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.

(c) In the event that any amount is credited to the Account of a Member for which the Member has not given an investment direction in the manner described in Section 6.2, including with respect to any Eaton Retirement Contribution or Rollover Contribution, such amounts shall be invested in an Investment Fund in accordance with procedures established by the Committee.

Section 6.2 Investment of Member Contributions and Deferred Compensation Contributions

(e) 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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(f) 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).

(g) 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 and Eaton Retirement Contributions

(c) Company Matching Contributions and Eaton Retirement 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

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Matching Contributions on behalf of such Member (not including any Eaton Shares allocated and credited to the Member's Account under Section 15.3 with respect to ESOP Allocation Periods) and Eaton Retirement Contributions be transferred between or among the Funds in a manner consistent with the requirements of Section 6.2.

(d) 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, interest, cash dividends, shares dividends and capital gains of the Funds shall be held, invested and reinvested in the same Fund from

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which they were derived, provided that the Trustee may maintain, 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

(c) 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.

(d) 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.

(e) 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

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Investment Committee and the Committee, and any officer or employee of any of them, 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 Shares ‑‑ The provisions of this Section 6.7 shall apply to any investment in the Eaton 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 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 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 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 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. SERVICE AND VESTING

Section 8.1 Special Definitions

‑‑ For purposes of this Article VIII, the following terms have the following meanings:

(e) The "employment commencement date" of an Employee means the date he first completes an Hour of Service, as described in Section 8.2.

(f) The "reemployment commencement date" of an Employee means the first date following a service break on which he again completes an Hour of Service as described in Section 8.2.

(g) The "severance date" of an Employee means the date on which he retires, dies, or his employment with the Company and Controlled Group Members is otherwise terminated, provided, however, that if he terminates employment with or is absent from work with the Company and Controlled Group Members on account of

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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 Acts of 1994 and he returns to work with the Company or a Controlled Group Member within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his severance date shall be the earlier of the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights.

Section 8.2 Crediting Hours of Service ‑‑ An Employee shall be credited with an Hour of Service for each hour for which is he is paid, or entitled to payment, for the performance of duties for an Employer or any Controlled Group Member. Except as otherwise specifically provided with respect to predecessor employers, Hours of Service shall not be credited for employment with a corporation or business prior to the date such corporation or business becomes a member of the Controlled Group. For purposes of this Section 8.2, in the case of an Employee who was employed by Cooper (as defined in Section 5.5(b)(2)) on November 29, 2012, Hours of Service shall be credited for service with Cooper prior to that date.

Section 8.3 Crediting of Vesting Service ‑‑ An Employee shall be credited with Vesting 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

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continuous service for the period between his severance date and reemployment commencement date.

Section 8.4 Vesting of Accounts ‑‑ A Member's Company Contribution Account, Deferred Compensation Account, and Regular Account shall be nonforfeitable at all times. A Member's Eaton Retirement Contribution Account shall become vested in accordance with the provisions of Section 5.6(c). Special vesting provisions relating to Accounts affected by mergers or transfers are set forth in Article XX.

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 Eaton Retirement Contribution Account and 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. 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

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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 vested Account, except for his Eaton Retirement Contribution Account and 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 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.

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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 (or pursuant to other payment methods permitted by the Committee in the event the Member is not receiving 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 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

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withdrawal. Pursuant to loan procedures approved by the Committee the repayment period may be adjusted consistently with regulatory guidance.

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.

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;

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;

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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, vested amounts attributable to transfers from a prior acquired employer’s plan pursuant to a transfer or merger approved by the Company (if that plan permitted such withdrawals), 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) ‑‑ Except in the case of a Member who is at least 59-1/2 years old on the date of withdrawal, 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.

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A Member may not make a withdrawal from his Eaton Retirement Contributions Account.

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.

(f) 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 in accordance with nondiscriminatory and objective standards set forth in the Plan. 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:

(3) 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;

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(4) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Member;

(5) 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);

(6) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage on the Member's principal residence;

(7) 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);

(8) 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

(9) 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.

(g) 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

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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);

(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.

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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. A withdrawal pursuant to this Section 10.2 shall result in a six (6) month suspension of the Member's Regular Contributions and Deferred Compensation Contributions made on the Member's behalf. Beginning with distributions made hereunder on or after January 1, 2016, such Member’s Regular Contributions and Deferred Compensation Contributions shall automatically resume at the conclusion of the suspension period based on the Member’s contribution elections in effect on the date of suspension.

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 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 Deferred Compensation 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 six (6) months after his receipt of the withdrawal, such Member's Regular Contributions and Deferred Compensation Contributions are suspended and the Member shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions, including after-tax contributions, to all other plans maintained by the Company. Beginning with distributions made hereunder on or after January 1, 2016, such Member’s Regular Contributions and Deferred Compensation Contributions shall automatically resume at the conclusion of the suspension period based on the Member’s contribution elections in effect on the date of suspension. 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

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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.

Section 10.6 Qualified 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 10.6, a Member who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code) who is ordered or called to active duty for a period in excess of 179 days, or for an indefinite period, may apply for a withdrawal in an amount from his Account that is attributable to Deferred Compensation Contributions. Any distribution made to a Member pursuant to this Section 10.6 must be made during the period beginning on the date of his order to call to active duty and ending on the close of his active duty period. As provided under Code Section 72(t)(2)(G), such a withdrawal is not subject to the 10% penalty on early distributions.

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:

(h) Distributions of $5,000 or less. If the total value of the vested 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 Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in a lump sum in cash.

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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).

(i) Distributions in Excess of $5,000. If the total value of the vested 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 representative if one has been appointed) may by notice to the Committee select distribution of his vested Accounts in accordance with one of the following methods:

(ii) a lump‑sum distribution of the entire value of the Member's vested Accounts; or

(iii) such amount of the Member's vested 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.

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Distribution of a Member's vested 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 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 vested 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 vested 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 vested 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

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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 vested 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 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 incompetency, the Member's legal representative if one has been appointed) may by notice to the Committee select distribution of his vested Accounts in accordance with one of the following methods:

(ii) a lump‑sum distribution of the entire value of the Member's vested Accounts; or

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(iii) such amount of the Member's vested 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 vested 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 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 vested 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

(g) The provisions set forth in this Section 11.5 will supersede any conflicting provisions of Articles XI or XXV.

(h) 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 Member's vested Accounts as of a Valuation Date established for such purpose under uniform rules established by the Committee.

(i) Notwithstanding any other provision of the Plan to the contrary, distribution of a Member's entire interest in his vested Account shall commence no later than the earlier of:

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(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 70½, 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 70½, 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 70½ 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, including the minimum distribution incidental benefit requirements, as further set forth in Section 11.9.

(a) 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

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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 Separate Accounting for Non-Vested Amounts ‑‑ If as of a Member's employment termination date the Member's vested interest in his Eaton Retirement Contributions Account is less than 100 percent, that portion of his Eaton Retirement Contributions Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in Section 11.7. If prior to such employment termination date the Member received a distribution under the Plan and the non-vested portion of his Eaton Retirement Contributions Account was not forfeited as provided in Section 11.7 or, if forfeited, was restored as provided in Section 11.9, his vested interest in his Eaton Retirement Contributions Account shall be an amount ("X") determined by the following formula:

X = P(AB + D) – D

For purposes of the formula:


P =	The Member's vested interest in his Eaton Retirement Contributions Account on the date distribution is to be made.


AB =	The balance of the Member's Eaton Retirement Contributions Account as of the Valuation Date immediately preceding the date distribution is to be made.


D =	The amount of all prior distributions from the Member's Eaton Retirement Contributions Account.

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Section 11.7 Disposition of Non-Vested Amounts ‑‑ That portion of a Member's Eaton Retirement Contributions Account that is not vested upon the occurrence of his employment termination date shall be disposed of as follows:

(a) If the Member has no vested interest in his Account upon the occurrence of his employment termination date or his vested interest in his Account as of the date of distribution does not exceed $1,000, resulting in the distribution or deemed distribution to the Member of his entire vested interest in his Account, the non-vested balance in the Member's Eaton Retirement Contributions Account shall be forfeited and his Account closed as of (i) the Member's employment termination date, if the Member has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Member.

(b) If the Member's vested interest in his Account exceeds $1,000 and the Member is eligible for and consents in writing to a single sum payment of his vested interest in his Account, the non-vested balance in the Member's Eaton Retirement Contributions Account shall be forfeited and his Account closed as of the date the single sum payment occurs, provided that such distribution is made because of the Member's employment termination date. A distribution is deemed to be made because of a Member's employment termination date if it occurs prior to the end of the second Plan Year beginning on or after the Member's employment termination date.

(c) If neither Section 11.7(a) nor 11.7(b) is applicable, the non-vested balance in the Member's Eaton Retirement Contributions Account shall continue to be held in such Account and shall not be forfeited until the last day of the 5-year period

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beginning on his employment termination date, provided that the Member is not reemployed by the Company or a Controlled Group Member prior to that date.

Section 11.8 Treatment of Forfeited Amounts ‑‑ Whenever the non-vested balance of a Member's Eaton Retirement Contributions Account is forfeited during a Plan Year in accordance with the provisions of Section 11.7, the amount of such forfeiture shall be applied against the Company's contribution obligations for the Plan Year or any subsequent Plan Year or, at the Company’s election, applied to pay Plan expenses.

Section 11.9 Recrediting of Forfeited Amounts ‑‑ A former Member who forfeited the non-vested portion of his Eaton Retirement Contributions Account in accordance with the provisions of Section 11.7(a) or 11.7(b) and who is reemployed by the Company or a Controlled Group Member 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 he returns to employment with the Company or a Controlled Group Member before the end of the five-year period beginning on the date he received, or is deemed to have received, distribution of his Account. Funds needed in any Plan Year to recredit the Account of a Member 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 the Company by way of a separate contribution.

Section 11.10 Minimum Distribution Requirements

(a) General Rules .

(1) Precedence. The requirements of this Section 11.10 will take precedence over any inconsistent provisions of the Plan.

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(2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 11.10 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 11.10, 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 Member's entire vested 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 vested 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 70½, if later.

(B) If the Member's surviving spouse is not the Member's sole designated beneficiary, then distributions to the designated beneficiary will

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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 11.10(b)(2), other than Section 11.10(b)(2)(A), will apply as if the surviving spouse were the Member.

For purposes of this Section 11.10(b)(2) and Section 11.10(d), unless Section 11.10(b)(2)(D) applies, distributions are considered to begin on the Member's Required Beginning Date. If Section 11.10(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 11.10(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 11.10(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

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year distributions will be made in accordance with Sections 11.10(c) and 11.10(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:

(E) the quotient obtained by dividing the Member's account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation §1.401(a)(9)-9, using the Member's age as of the Member's birthday in the distribution calendar year; or

(F) 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 11.10(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.

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(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:

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.

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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 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 11.10(d)(1).

(B) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no designated beneficiary as of

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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 11.10(b)(2)(A), this Section 11.10(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.

(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 11.10(b)(2). The required minimum distribution for the Member's first distribution calendar year will be made on or before the Member's Required

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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 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 11.11 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

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Retirement Plan designated by the Qualified Distributee. For purposes of this Section 11.11, 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 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

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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 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 11.12 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

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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 and Eaton Retirement 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 and Employee Retirement 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 and Eaton Retirement Contribution obligations for the following Plan Year. Upon the filing of an application for distribution with respect to a forfeited 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 11.12(b), beginning effective May 16, 2012, the term "Unclaimed Accounts"

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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 a reasonable period (which period shall be not less than 180 days) after the Committee has provided notice regarding distribution with respect to such Account to the Member's or Beneficiary's address as determined under Section 11.12(a).

Section 11.13 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 vested 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 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.

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ARTICLE XII. COMMITTEES; FIDUCIARY RESPONSIBILITY; CLAIMS

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 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

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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.

(a) 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 Corporation plc, such committee of the Board, such committee of officers, or such officers of Eaton Corporation plc 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

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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 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.

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Section 12.5 Indemnification ‑‑ Each member of the Committee and the Investment Committee and any other employee of Eaton Corporation plc, Eaton or a 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.

Section 12.6 Claims ‑‑ The provisions of this Section 12.6 shall control with respect to the resolution of claims for benefits under the Plan. 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 Company 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

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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 Section 12.6(c).

Within 60 days of the date determined pursuant to Section 12.6(a) 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

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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. If such determination is favorable to the Claimant, it shall be binding and conclusive. If such determination is adverse to such Claimant, it shall be binding and conclusive unless the Claimant notifies the Committee within 90 days after the mailing or delivery to him by the Committee of its determination that he intends to institute legal proceedings challenging the determination of the Committee, and actually institutes such legal proceeding within 180 days after such mailing or delivery.

Section 12.7 Exhaustion of Remedies and Limitation of Actions ‑‑ In the event of any dispute over benefits under the Plan, all remedies available to the Claimant under Section 12.6 must be exhausted before legal recourse of any type is sought. No legal action at law or in equity, including without limitation a civil action under Section 502(a) of ERISA, may be filed against the Plan, the Company, or the Committee relating to any dispute over benefits under the Plan later than the date specified under the claims review process procedure in Section 12.6.

ARTICLE XIII. TRUST AGREEMENT

Eaton has entered into a written Trust Agreement, dated as of January 1, 2009, 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

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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. TOP‑HEAVY PLAN REQUIREMENTS

Section 14.1 Definitions ‑‑ For the purposes of this Article XIV, 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 requirements of

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Code Sections 401(a)(4) and 410 when considered with the Required Aggregation group.

(1) "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.

(1) "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 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

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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.

(2) "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.

(3) "Top‑Heavy Plan": See Section 14.2.

Section 14.2 Determination of Top‑Heavy Status

(a) Except as provided in Section 14.2(b), the Plan shall be a Top‑Heavy Plan if, as of a Determination Date:

(4) 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

(5) if the Plan is included in a Required Aggregation Group which is a Top‑Heavy Group.

(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 14.2(a).

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Section 14.3 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 14.4.

(b) The minimum contribution requirement as set forth in Section 14.5.

Notwithstanding any other provisions of the Plan to the contrary, however, the top‑heavy requirements of Code Section 416 and this Article XIV 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 14.4 Minimum Vesting Requirement ‑‑ The minimum vesting requirement is satisfied by the provisions of Article VIII.

Section 14.5 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, Eaton Retirement Contribution 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

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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 14.5(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.

(c) The percentage minimum contribution requirement set forth in Section 14.5(a) may be reduced in accordance with Section 14.6(b).

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Section 14.6 Coordination With Other Plans

(a) In applying this Article XIV, 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 14.3; and, the minimum contribution required for a Non‑Key Employee in this Plan under Section 14.5 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 14.6(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 14.5 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 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

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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 14.7 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 14.8 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 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 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). For purposes of Code Section 4975(e)(7)(A), "qualifying employer security" means any employer security within the meaning of Code Section 409(l), which provides that (1) the term "employer securities" means common stock issued by the employer (or by a corporation which is a member of the same controlled group) which is readily tradable on an established securities market, (2) if there is no common stock which meets the requirements of clause (1), the term

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"employer securities" means common stock issued by the employer (or by a corporation which is a member of the same controlled group) having a combination of voting power and dividend rights equal to or in excess of (A) that class of common stock of the employer (or of any other such corporation) having the greatest voting power, and (B) that class of common stock of the employer (or of any other such corporation) having the greatest dividend rights.

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:

(d) 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 proceeds of the current Acquisition Loan. Notwithstanding the foregoing, the Company may guarantee repayment of the Acquisition Loan.

(e) 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,

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(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.

(f) 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).

(g) 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.

(h) 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 (l) 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

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(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.

(i) An Acquisition Loan must be primarily for the benefit of Plan participants and their beneficiaries consistent with Code Section 4975(d)(3) and Treasury Regulations thereunder.

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 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,

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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 (representing a portion 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 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

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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 shares 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 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

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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 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' 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

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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 Contributions and Matched Deferred Compensation Contributions made by all Members for such ESOP Allocation Period; provided, however, that the number of Eaton Shares

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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 15.3(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 15.3(g)), shall be allocated among the Members' Accounts pursuant to Section 15.3(h).

(h) As of the last day of each Plan Year, any balance of released shares referred to in the last sentence of Section 15.3(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 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 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

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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 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.

Section 15.5 Appraisal Requirement If Employer Securities Not Readily Tradable ‑‑ All valuations of any employer securities subject to the ESOP Feature that are not readily tradable on an established securities market with respect to

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activities carried on by the Plan shall be by an independent appraiser as required by Code Section 401(a)(28)(C).

Section 15.6 Voting Rights ‑‑ All voting rights on Eaton Shares held in the Eaton 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 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 (l) year after the close of the Plan Year:

(x) in which the Member's employment is terminated by reason of his Retirement, Disability or death, or

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(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 $800,000, five (5) years plus one (1) additional year (but not more than five (5) additional years) for each $160,000 or fraction thereof by which such balance exceeds $800,000.

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 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

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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 shares dividends, shares splits, shares 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.

(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

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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 than ten days after the Eaton Shares cease to be publicly traded or become subject to a

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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).

ARTICLE XVI. ADMINISTRATIVE COSTS

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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, including but not limited to fees and expenses relating to a loan to a Member, distributions, or a domestic relations order, 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 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

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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 contributions by the Company to the Plan be deductible under Code Section 404(a) and Regulations issued thereunder, to reflect permitted changes or enhancements 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 and Eaton Retirement Contributions, a Member affected by such termination or discontinuance shall be fully vested in his Account. Accounts of affected Members shall

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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 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

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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:

(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.

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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

(j) 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.

(k) 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 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.

(l) 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

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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.

(m) 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.

(n) If a person who was a participant under the Stanley Plan incurred a forfeiture under the Stanley Plan prior to the Transfer Date or incurs a forfeiture pursuant to Section 20.3(d) 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 practicable following the Transfer Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.3(d).

(o) 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.

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(p) 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

(q) 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.

(r) 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.

(s) 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

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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.

(t) Each separate Account established by reason of the transfer shall be fully vested and nonforfeitable.

(u) 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.

(v) 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.

(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 5.9, 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

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eligible to make catch-up contributions for the year, the excess to be re-characterized 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 5.9, 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 re-characterized 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 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.

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Section 20.5 Merger of Wright Line LLC 401(k) Plan

(a) A transfer of assets was made to the Plan from the Wright Line LLC 401(k) Plan and its related trust (the "Wright Line Plan") on January 12, 2011 (the "Merger Date"), reflecting accounts under the Wright Line Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the Wright Line Plan (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.5.

(b) On and after the Merger Date, except as otherwise expressly provided in this Section 20.5, the general provisions of the Plan shall govern with respect to the interests under the Wright Line Plan of all persons, to the extent not inconsistent with any provisions of the Wright Line Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(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 Wright Line 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 Wright Line 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 Wright Line Plan.

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(d) Each separate Account established by reason of the transfer shall continue to be subject to the applicable vesting schedule in effect under the Wright Line Plan immediately prior to the Merger Date, including related service crediting provisions.

(e) If a person who was a participant under the Wright Line Plan incurred a forfeiture under the Wright Line Plan prior to the Merger Date or incurs a forfeiture pursuant to Section 20.5(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the Wright Line Plan as in effect prior to the Merger 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 Wright Line Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the Wright Line Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.5(d).

(f) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the Wright Line Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the Wright Line Plan in effect at the time the loan was granted, provided that after the Merger Date there shall be no ongoing maintainance fees imposed.

Section 20.6 Merger of CopperLogic, Inc. 401(k) Plan & Trust

(a) A transfer of assets was made to the Plan from the CopperLogic, Inc. 401(k) Plan & Trust (the "CopperLogic Plan") on February 24, 2011 (the "Merger Date"), reflecting accounts under the CopperLogic Plan as of the Merger Date of those

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individuals who qualify as Employees hereunder and other individuals with accounts under the CopperLogic Plan (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.6.

(b) On and after the Merger Date, except as otherwise expressly provided in this Section 20.6, the general provisions of the Plan shall govern with respect to the interests under the CopperLogic Plan of all persons, to the extent not inconsistent with any provisions of the CopperLogic Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(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 CopperLogic 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 CopperLogic 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 CopperLogic Plan.

(d) Each separate Account established by reason of the transfer shall continue to be subject to the applicable vesting schedule in effect under the CopperLogic Plan immediately prior to the Merger Date, including related service crediting provisions.

(e) If a person who was a participant under the CopperLogic Plan incurred a forfeiture under the CopperLogic Plan prior to the Merger Date or incurs a

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forfeiture pursuant to Section 20.6(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the CopperLogic Plan as in effect prior to the Merger 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 CopperLogic Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the CopperLogic Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.6(d).

(f) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the CopperLogic Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the CopperLogic Plan in effect at the time the loan was granted.

Section 20.7 Merger of E. A. Pederson Company 401(k) Plan

(a) A transfer of assets is being made to the Plan from the E. A. Pederson Company 401(k) Plan and its related trust (the "Pederson Plan") on June 18, 2012, (the "Merger Date"), reflecting accounts under the Pederson Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the Pederson Plan (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.7.

(b) On and after the Merger Date, except as otherwise expressly provided in this Section 20.7, the general provisions of the Plan shall govern with respect to the interests under the Pederson Plan of all persons, to the extent not

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inconsistent with any provisions of the Pederson Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(c) As of the Merger Date, separate Accounts are being established in accordance with the provisions of the Plan in the name of each Member or beneficiary with an interest under the Pederson 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 Pederson Plan are received by the Trustee and deposited in the Trust Fund there shall be 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 Pederson Plan.

(d) Each separate Account established by reason of the transfer shall, as of the Merger Date, be subject to the following vesting schedule:



Vesting Percentage	Years of Vesting Service
0	1
25	2
50	3
75	4
100	5

In the event that the application of the above vesting schedule would at any time after the Merger Date result in a lower vesting percentage for any Transferee than the applicable vesting schedule in effect under the Pedersen Plan immediately prior to the Merger Date, such Transferee shall be credited with such additional vesting

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service as may be necessary to attain the next highest percentage on the vesting schedule set forth above. For purposes of this Section 20.7(d), an Employee shall be credited with Years of Vesting 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 Years of Vesting Service for the period between his severance date and reemployment commencement date.

Further, for purposes of this Section 20.7(d), the following shall apply:

(1) The "employment commencement date" of an Employee means the date he first completes an Hour of Service

(2) The "reemployment commencement date" of an Employee means the first date following a service break on which he again completes an Hour of Service

(3) The "severance date" of an Employee means the earlier of (i) the date on which he retires, dies, or his employment with the Company and all Controlled Group Members is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with the Company and all Controlled Group Members for any reason; provided, however, that if he terminates employment with or is absent from work with the Company and the Controlled Group Members on account of service with the armed forces of the

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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 the Company or any Controlled Group Member within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his severance date shall be the earlier of the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights.

(4) An Employee shall be credited with an Hour of Service for each hour for which is he is paid, or entitled to payment, for the performance of duties for the Company or any Controlled Group Member, including for periods of employment with E. A. Pedersen Company prior to its acquisition by Eaton.

(e) If a person who was a participant under the Pederson Plan incurred a forfeiture under the Pederson Plan prior to the Merger Date or incurs a forfeiture pursuant to Section 20.7(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the Pederson Plan as in effect prior to the Merger 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 Pederson Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the Pederson Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.7(d).

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(f) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the Pederson Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the Pederson Plan in effect at the time the loan was granted.

Section 20.8 Merger of Cooper Retirement Savings and Stock Ownership Plan

(a) A transfer of assets is being made to the Plan from the Cooper Retirement Savings and Stock Ownership Plan and its related trust (the "COSAV Plan") effective as of the close of business on December 31, 2013, (the "Merger Date"), reflecting accounts under the COSAV Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the COSAV Plan (each a "Transferee"), which assets will be held, administered, and accounted for in accordance with the provisions of this Section 20.8.

(b) On and after the Merger Date, except as otherwise expressly provided in this Section 20.8, the general provisions of the Plan shall govern with respect to the interests under the COSAV Plan of all persons, to the extent not inconsistent with any provisions of the COSAV Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

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as of the date the assets of the COSAV Plan are received by the Trustee and deposited in the Trust Fund there shall be 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 COSAV Plan.

(d) Each separate Account established by reason of the transfer for a Transferee who is an Employee on January 1, 2014, reflecting “Company Retirement Contributions” made under the terms of the COSAV Plan shall, as of the Merger Date, be subject to the following vesting schedule:



Vesting Percentage	Years of Vesting Service
0	1
25	2
100	3

Each separate Account established by reason of the transfer for a Transferee who is not an Employee on January 1, 2014, reflecting “Company Retirement Contributions” made under the terms of the COSAV Plan shall, as of the Merger Date, be subject to the following vesting schedule:



Vesting Percentage	Years of Vesting Service
0	1
25	2
50	3
75	4
100	5

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In the event that the application of the above applicable vesting schedule would at any time after the Merger Date result in a lower vesting percentage for any Transferee than the applicable vesting schedule in effect under the COSAV Plan immediately prior to the Merger Date, such Transferee shall be credited with such additional vesting service as may be necessary to attain the next highest percentage on the vesting schedule set forth above. For purposes of this Section 20.8(d), an Employee shall be credited with Years of Vesting 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 Years of Vesting Service for the period between his severance date and reemployment commencement date.

Further, for purposes of this Section 20.8(d), the following shall apply:

(1) The "employment commencement date" of an Employee means the date he first completes an Hour of Service

(2) The "reemployment commencement date" of an Employee means the first date following a service break on which he again completes an Hour of Service

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the first date of a period during which he is absent from work with the Company and all Controlled Group Members for any reason; provided, however, that if he terminates employment with or is absent from work with the Company and the Controlled Group Members 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 the Company or any Controlled Group Member within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his severance date shall be the earlier of the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights.

(5) In determining the vested status of a separate Account established by reason of the transfer, in the case of any Transferee credited with at least three years of Vesting Service as of December 31, 2013, the definition of "Total and Permanent Disability" under the COSAV Plan shall continue to apply, if more favorable to the Transferee.

(e) Notwithstanding the provisions of Section 20.8(d), a Member shall be credited with Vesting Service for the period ending December 31, 2013, determined

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under the provisions of the COSAV Plan as in effect on that date, and for the Plan Year commencing January 1, 2014, he shall be credited with the amount of Vesting Service determined under provisions of the COSAV Plan as in effect on December 31, 2013, if greater than the amount otherwise credited under the Plan for that period. Moreover, any account maintained under the COSAV Plan which was fully vested under the terms thereof shall remain fully vested and nonforfeitable under the Plan.

(f) If a person who was a participant under the COSAV Plan incurred a forfeiture under the COSAV Plan prior to the Merger Date or incurs a forfeiture pursuant to Section 20.8(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the COSAV Plan as in effect prior to the Merger 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 COSAV Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the COSAV Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.8(d).

(g) Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the COSAV Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the COSAV Plan in effect at the time the loan was granted.

(h) Notwithstanding any other provision of the Plan to the contrary, a Member who pursuant to the EACA provisions of the COSAV Plan would have been eligible to make a "Permissible Withdrawal" of an amount contributed prior to the

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Merger Date shall be eligible to make such a withdrawal as permitted under the terms of the COSAV Plan. Moreover, each Transferee may make withdrawals from his Accounts derived from the COSAV Plan pursuant to Sections 10.1 and 10.2 without regard to any restriction on the time at which a contribution was made.

(i) In the event that any separate Account established by reason of the transfer constitutes an interest under an employee stock ownership plan similar to the ESOP Feature, the protections of Article XV shall apply thereto.

(j) Prior to the Merger Date, a number of plans were merged into the COSAV Plan with certain benefits protected. Those merged plans and protected benefits are listed in Appendices A and B, and those protections shall continue to apply.

(k) Under the terms of the COSAV Plan certain supplemental contributions (referred to herein as "supplemental Company Retirement Contributions") were made for certain participants and credited to an "IAR Account" under the COSAV Plan. Effective January 1, 2014, such accounts shall continue to be maintained under the Plan. Moreover, the Company shall continue to make such supplemental Company Retirement Contributions with respect to certain Members as set forth in Appendix C.

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,

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former Member or Beneficiary. Such payments shall constitute a full discharge with respect to such payments.

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.

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 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

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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 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

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merged with the Plan for former participants whose benefits have been fully distributed, proceeds received by the Plan in settlements where is it not possible or impractical to allocate such amounts to particular Participant accounts, and similar amounts received by the Plan 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 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

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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.

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.

Section 21.11 Leased Employee -- Any leased employee, other than an excludable leased employee, shall be treated as an employee of the Company 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 the Company or a Controlled Group Member (the "recipient") (other than an employee of the recipient)

- 138 -

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 referenced in Section 5.7), (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 21.11, 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.

Section 21.12 Applicable Law and Forum Selection -- Except to the extent governed by Federal law, the Plan shall be administered and interpreted in accordance with the laws of the State of Ohio. Any proceeding arising out of or relating to the Plan shall be adjudicated in the federal courts for the Northern District of Ohio or in the courts of the State of Ohio located in the district embraced by the federal courts for the Northern District of Ohio.

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Section 21.13 Correction of Plan Failures -- The Company may correct any error as it deems appropriate, including, without limitation, as provided by IRS Employee Plans Compliance Resolution System, as amended from time to time.

Section 21.14 Application of Windsor Decision -- For purposes of clarity and in accordance with Notice 2014-19 published by the Internal Revenue Service, and notwithstanding any provision of the Plan to the contrary, effective June 26, 2013, the following shall apply for purposes of the Plan:

(a) the term "spouse" includes an individual married to a person of the same sex if the individuals are lawfully married under state law, and the term "marriage" includes such a marriage between individuals of the same sex;

(b) there shall be recognized a marriage of same-sex individuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex even if the married couple is domiciled in a state that does not recognize the validity of same-sex marriages; and

(c) the terms "spouse," "husband and wife," "husband," and "wife" do not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term "marriage" does not include such formal relationships.

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

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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.

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 or cause to be deposited such Rollover Contribution with the Trustee. "Rollover Contribution" shall mean participant rollover contributions and/or direct rollovers of distributions as permitted under Code Section 402(c), Code Section 403(a)(4), or Section 408(d)(3)(A) from the following types of plans:

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(5) 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), (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, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(6) 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, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(7) 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.

Notwithstanding the foregoing, a Rollover Contribution shall not include and the Plan will not accept any of the following:

(1) A transfer of "accumulated deductible employee contributions" within the meaning of Code Section 72(o)(5).

(2) Designated Roth contributions as described in Code Section 402A. Any Rollover Contribution from an individual retirement account shall be limited to individual retirement accounts which contain only amounts rolled over into

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such individual retirement account from another qualified plan plus the income and gains thereon.

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. If an Employee elects to roll over amounts attributable to after-tax employee contributions, such amounts shall be accounted for separately from other Rollover Contributions and shall be maintained in accounts reflecting that portion of the Employee's after-tax Rollover Contribution that is includible in gross income and that portion that is not includible in gross income. 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.

(ii) "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.

(iii) "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:

(ii) $2,000.00, or

(iii) 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 a 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 a part 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.

- 146 -

(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. EFFECTIVE DATES

Section 24.1 General ‑‑ Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2016. 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, 2016, with respect to periods prior to January 1, 2016. The provisions of this amendment and restatement supersede those of any prior restatement to the extent inconsistent herewith.

Section 24.2 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) final Treasury Regulations issued under Code Section 401(k) and 415 ("final 415 regulations"), (ii) the Pension Protection Act of 2006 ("PPA"), (iii) the Heroes Earnings Assistance and Relief Act of 2008 ("HEART"), (iv) the Worker, Retiree and Employee Recovery Act of 2008 ("WRERA"), (v) the Small Business Jobs Act of 2010 ("SBJPA"), or (vi) any regulations, rulings, or other published guidance issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA (a "Compliance Amendment"), the first day of the first period (which may or may not be the first day of the Plan Year) with respect to

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which such change became required because of such provision (including any day that became such as a result of an election or waiver by an Employee or a waiver or exemption issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA), 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.



	EATON CORPORATION


__________________, 2015	By:
Cleveland, Ohio

11879581.7

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APPENDIX A
TRANSFEROR PLANS

Listing of Plans Merged into the COSAV Plan



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

A-1



(14) Cooper Industries, Inc. Consolidated Retirement Plan	12/31/91

(15) Auto Components, Inc. Profit Sharing Plan	01/01/94

(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

(30) Roam Secure 401(k) Plan	06/30/08

A-2



(31) GS Metals Corp Retirement Savings Plan	01/01/09

(32) Sure Power, Inc. 401(k) Profit Sharing Plan	01/01/09

(33) MTL Incorporated 401(k) Profit Sharing Plan	01/01/09
	01/01/12
(34) Martek Power Retirement Savings Plan

A-3

APPENDIX B

COSAV MERGED PLANS AND PROTECTED BENEFITS

The following provisions detail certain benefits as protected under the terms of the COSAV Plan; references therein to the “Plan” are to the COSAV Plan as in effect on December 31, 2013, and capitalized terms used therein refer to definitions found in said COSAV Plan. Such benefit protections shall continue to apply after the merger described in Section 20.8 of the Plan. Notwithstanding any other terms of the Plan to the contrary, in the event of any conflict, the following provisions of this Appendix B supersede and control over terms described elsewhere, for the affected participants only to the extent described below:


1.	Merger of the Wheelock, Inc. Section 401(k) Profit Sharing Plan


a.	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.


b.	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.


c.	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.


d.	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.


e.	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


a.	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.

B- 1


b.	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.


c.	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.


d.	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


a.	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.


b.	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.


c.	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.


d.	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


a.	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.

B-2


b.	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.


c.	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.


5.	Merger of the iO Lighting 401(k) Plan


a.	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.


6.	Merger of the Roam Secure 401(k) Plan


a.	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.


7.	Merger of the GS Metals Corp Retirement Savings Plan


a.	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.


c.	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.


8.	Merger of the Sure Power, Inc. 401(k) Profit Sharing Plan


a.	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.

B-3


b.	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.


c.	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.


d.	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.


9.	Merger of the MTL Incorporated 401(k) Profit Sharing Plan


a.	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.


b.	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


c.	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.


d.	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.


e.	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.


10.	Merger of the Martek Power Retirement Savings Plan


a.	All years of service that a participant accrued under the terms of the Martek Power Retirement Savings Plan (“Martek Plan”) as of December

B-4

31, 2011 (the “Martek Date”) are recognized for purposes of determining a Member’s vested interest under this Plan.


b.	The accrued Matching Contributions in the Martek Plan of active participants as of the Martek Date continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.


c.	All Matching Contributions to the Plan occurring after the Martek Date on behalf of all former Martek Plan participants will be 100% vested at all times.


d.	The accrued Nonelective Contributions in the Martek Plan of active participants as of the Martek Date, continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.


e.	Active participants with three or more years of service under the terms of the Martek Plan as of the Martek Date, continue to vest according to the Nonelective Contribution vesting schedule as defined under the Martek Plan as of the Martek Date for purposes of Company Retirement Contributions made under the Plan.


f.	All Company Retirement Contributions to the Plan occurring after the Martek Date are subject to the vesting schedule specified under the Plan, for those former Martek Plan participants with less than three years of service under the terms of the Martek Plan as of the Martek Date.

B-5

APPENDIX C

IAR ADDENDA FOR SUPPLEMENTAL CONTRIBUTIONS

This Appendix C sets forth provisions relating to supplemental Company Retirement Contributions referenced in Section 20.8(l) and contains IAR Addenda earlier included in the COSAV Plan applicable to Participating Units identified therein. Amounts credited to the IAR Accounts hereunder shall be fully vested at all times. The supplemental Company Retirement Contributions and IAR Accounts shall be subject to the terms of the Plan that apply to Accounts generally. In addition to the provisions of Article II, the following definitions shall also apply for purposes of this Appendix C.


(1)	Company Retirement Contributions . The term “ Company Retirement Contributions ” shall mean the profit sharing contributions made to the Plan in accordance with the provisions of an IAR Addendum.


(2)	IAR Account . The term " IAR Account " shall mean the separate account to which the Company Retirement Contributions are allocated and credited in accordance with the provisions of an Addendum.


(3)	Participating Unit . The term " Participating Unit " shall mean an employment unit or facility named in an Addendum with respect to which Company Retirement Contributions are made on behalf of a Member.

C- 1

IAR ADDENDUM I

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

RTE COMPONENTS AT PEWAUKEE, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.


A.	NAME OF PARTICIPATING UNIT :

The Pewaukee, Wisconsin RTE Components facility of the Cooper Power Systems Division of the Company (262).


B.	COMPANY RETIREMENT CONTRIBUTIONS :

On and after October 1, 1989, the Company shall make a 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 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.


1.	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

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2.	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


3.	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

C-3

IAR ADDENDUM II

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS RTE

DISTRIBUTION TRANSFORMERS PLANT AT WAUKESHA, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.


A.	NAME OF PARTICIPATING UNIT :

The Waukesha, Wisconsin RTE Distribution Transformers facility of the Cooper Power Systems Division of the Company (263).


B.	COMPANY RETIREMENT CONTRIBUTIONS :


1.	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

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2.	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


3.	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

C-5

IAR ADDENDUM III

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN OLEAN, NEW YORK

This Addendum relates to the Participating Unit set forth in Paragraph A below.


A.	NAME OF PARTICIPATING UNIT :

The Olean, New York facility of the Cooper Power Systems, Inc. (197).


B.	COMPANY RETIREMENT CONTRIBUTIONS :


1.	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

C-6


2.	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


3.	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

C-7

IAR ADDENDUM IV

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN SOUTH MILWAUKEE, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.


A.	NAME OF PARTICIPATING UNIT :

The South Milwaukee, Wisconsin facility operation of the Cooper Power Systems, Inc. (200).


B.	COMPANY RETIREMENT CONTRIBUTIONS :


1.	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

C-8


2.	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


3.	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

C-9

C-10

EATON PERSONAL INVESTMENT PLAN
2015 Restatement

TABLE OF CONTENTS



ARTICLE I Definitions		2
1.1	Plan Definitions	2
1.2	Interpretation	6
ARTICLE II Service		7
2.1	Definitions	7
2.2	Crediting of Hours of Service	7
2.3	Crediting of Continuous Service	7
2.4	Eligibility Service	8
2.5	Vesting Service	8
ARTICLE III Eligibility		9
3.1	Eligibility	9
3.2	Transfers of Employment	9
3.3	Reemployment	9
3.4	Notification Concerning New Eligible Employees	9
3.5	Effect and Duration	10
ARTICLE IV Tax‑deferred contributions		11
4.1	Tax-Deferred Contributions	11
4.2	Amount of Tax‑Deferred Contributions	11
4.3	Changes in Reduction Authorization	11
4.4	Suspension of Tax-Deferred Contributions	11
4.5	Resumption of Tax-Deferred Contributions	12
4.6	Delivery of Tax-Deferred Contributions	12
4.7	Vesting of Tax-Deferred Contributions	12
4.8	Catch-Up Contributions	12
ARTICLE V After‑tax and rollover contributions		13
5.1	After‑Tax Contributions	13
5.2	Amount of After‑Tax Contributions by Payroll Withholding	13
5.3	Changes in Payroll Withholding Authorization	13
5.4	Suspension of After‑Tax Contributions by Payroll Withholding	13
5.5	Resumption of After‑Tax Contributions by Payroll Withholding	14
5.6	Rollover Contributions	14
5.7	Delivery of After-Tax Contributions	15
5.8	Vesting of After-Tax Contributions and Rollover Contributions	15
5.9	Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions	15
ARTICLE VI Employer contributions		16
6.1	No Employer Contributions	16
ARTICLE VII Limitations on contributions		17
7.1	Definitions	17
7.2	Code Section 402(g) Limit	19

(i)



7.3	Distribution of Excess Deferrals	20
7.4	Limitation on Tax‑Deferred Contributions of Highly Compensated Employees	21
7.5	Determination and Distribution of Excess Tax‑Deferred Contributions	22
7.6	Limitation on Certain Contributions, Including After‑Tax Contributions of Highly Compensated Employees	23
7.7	Determination and Forfeiture or Distribution of Excess Contributions	24
7.8	Miscellaneous ADP/ACP Testing Provisions	25
7.9	Determination of Income or Loss	25
7.10	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	26
7.11	Coverage Under Other Qualified Defined Contribution Plan	26
7.12	Correction Provision	26
7.13	Scope of Limitations	27
ARTICLE VIII Trust funds and separate accounts		28
8.1	General Fund	28
8.2	Investment Funds	28
8.3	Loan Investment Fund	28
8.4	Income on Trust	29
8.5	Separate Accounts	29
8.6	Sub-Accounts	29
8.7	Voting of Employer Stock and Procedures Regarding Tender Offers	29
ARTICLE IX Life insurance contracts		30
9.1	No Life Insurance Contracts	30
ARTICLE X Deposit and investment of contributions		31
10.1	Future Contribution Investment Elections	31
10.2	Deposit of Contributions	31
10.3	Fund Transfers	31
10.4	Investment of Employer Contributions	31
10.5	Diversification of Employer Stock	32
ARTICLE XI Crediting and valuing separate accounts		33
11.1	Crediting Separate Accounts	33
11.2	Valuing Separate Accounts	33
11.3	Plan Valuation Procedures	33
11.4	Finality of Determinations	34
11.5	Notification	34
ARTICLE XII loans		35
12	Application for Loan	35
12.2	Reduction of Account Upon Distribution	35
12.3	Requirements to Prevent a Taxable Distribution	35
12.4	Administration of Loan Investment Fund	36
12.5	Default	36
12.6	Special Rules Applicable to Loans	37
12.7	Loans Granted Prior to Amendment or Upon Plan Merger	37

(ii)



ARTICLE XIII Withdrawals while employed		38
13.1	Withdrawals of After-Tax Contributions	38
13.2	Withdrawals of Rollover Contributions	38
13.3	Withdrawals of Tax-Deferred Contributions	38
13.4	Limitations on Withdrawals Other than Hardship Withdrawals	38
13.5	Conditions and Limitations on Hardship Withdrawals	38
13.6	Order of Withdrawal from a Participant's Sub‑Accounts	40
13.7	Restrictions on Withdrawal of Certain Transferred Amounts	40
13.8	HEART Act Reservist Withdrawals	40
13.9	Qualified Reservist Distributions	41
ARTICLE XIV Termination of employment and settlement date		42
14.1	Termination of Employment and Settlement Date	42
ARTICLE XV distributions		43
15.1	Distributions to Participants	43
15.2	Distributions to Beneficiaries	43
15.3	Cash Outs and Participant Consent	43
15.4	Required Commencement of Distribution	44
15.5	Minimum Distribution Requirements	44
15.6	Reemployment of a Participant	48
15.7	Restrictions on Alienation	48
15.8	Facility of Payment	49
15.9	Unclaimed Accounts	49
15.10	Distribution Pursuant to Qualified Domestic Relations Orders	50
15.11	Default to Discontinue 2009 RMDs	50
ARTICLE XVI Form of payment		51
16.1	Form of Payment	51
16.2	Direct Rollover	51
16.3	Notice Regarding Form of Payment	52
16.4	Distribution in the Form of Employer Stock	52
ARTICLE XVII beneficiaries		54
17.1	Designation of Beneficiary	54
17.2	Spousal Consent Requirements	54
ARTICLE XVIII administration		55
18.1	Committee	55
18.2	Fiduciary Responsibility	55
18.3	Committee Power and Rules	56
18.4	Reliance	56
18.5	Indemnification	56
19	Claims Review Procedure	57
18.7	Exhaustion of Remedies and Limitation of Actions	58
18.8	Qualified Domestic Relations Orders	58
ARTICLE XIX Amendment and termination		59
19.1	Amendment	59

(iii)



19.2	Limitation on Amendment	59
19.3	Termination	59
19.4	Reorganization	60
19.5	Withdrawal of an Employer	60
ARTICLE XX Adoption by related companies		62
20.1	Adoption by Related Companies	62
20.2	Extension of Coverage	62
20.3	Effective Plan Provisions	62
ARTICLE XXI Miscellaneous provisions		63
21.1	No Commitment as to Employment	63
21.2	Benefits	63
21.3	No Guarantees	63
21.4	Expenses	63
21.5	Precedent	63
21.6	Duty to Furnish Information	63
21.7	Withholding	64
21.8	Merger, Consolidation, or Transfer of Plan Assets	64
21.9	Correction of Plan Failures	64
21.10	Condition on Employer Contributions	64
21.11	Return of Contributions to an Employer	64
21.12	Validity of Plan and Forum Selection	65
21.13	Trust Agreement	65
21.14	Parties Bound	65
21.15	Application of Certain Plan Provisions	65
21.16	Leased Employees	65
21.17	Transferred Funds	66
21.18	Certain Provisions Not Applicable to Bargaining Units	66
21.19	Uniformed Services	66
21.20	Transfer from Other Qualified Plans	66
21.21	Transfer to Other Qualified Plans	67
21.22	Issuance of Employer Stock	67
21.23	Application of Windsor Decision	67
21.24	Miscellaneous Investment Proceeds	68
ARTICLE XXII MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES		69
22.1	Merger of Cooper Individual Account Retirement Plan for Bargaining Unit Employees	69
22.2	Separate Accounts	69
22.3	Continuing Provisions	69
ARTICLE XXIII MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(k) PLAN & TRUST		70
23	Merger of Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust	70
23.2	Separate Accounts	70
23.3	Continuing Provisions	70
ARTICLE XXIV EFFECTIVE DATE		71
24.1	General	71

(iv)



24.2	Legal Compliance Effective Date Provisions	71

(v)

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, 2010, as amended, is hereby amended and restated in its entirety effective January 1, 2015, 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 Eaton Corporation plc.

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), geographic differential, lump sum merit payments, 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 following termination of employment during a 30 day administrative period, but not later than 2 ½ months after 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 Schedule I, 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.

A " Covered Group Addendum " means an addendum which is part of the Plan containing certain overriding provisions applicable with respect to a Covered Group.

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 in the regular service 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 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.

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 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.

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. In the case of an Eligible Employee who separates from employment with the Employer and all Related Companies and who is subsequently rehired within a 30 day administrative period following the date such separation occurred, his participation in the Plan shall immediately resume based on the election relating to Tax-Deferral Contributions in effect on the date of his separation. In the case of a Eligible Employee who separates from employment with the Employer and all Related Companies and who is subsequently rehired more than 30 days after such administrative period, his participation in the Plan may resume immediately upon entering into a new election relating to Tax-Deferral Contributions.


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 50 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) and procedures adopted by the Sponsor. 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 50 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 may elect to make a Rollover Contribution to the Plan by submitting to the Administrator or its designee a request at such time(s), in such form, and in such manner as the Administrator shall prescribe. The Eligible Employee shall deposit or cause to be deposited such Rollover Contribution with the Trustee. "Rollover Contribution" shall mean participant rollover contributions and/or direct rollovers of distributions as permitted under Section 402(c), Section 403(a)(4), or Section 408(d)(3)(A) of the Code from the following types of plans:

(a)

The Plan will accept a direct rollover of an eligible rollover distribution from (a) a qualified plan described in Section 401(a) or Section 403(a) of the Code, (b) an annuity contract described in Section 403(b) of the Code, and (c) an eligible plan under 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.

(b)

The Plan will accept a participant contribution of an eligible rollover distribution from (a) a qualified plan described in Section 401(a) or Section 403(a) of the Code, (b) an annuity contract described in Section 403(b) of the Code and (c) an eligible plan under 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.


(c)	The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or Section 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

Notwithstanding the foregoing, a Rollover Contribution shall not include and the Plan will not accept designated Roth contributions as described in Section 402A of the Code. 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.

The Administrator may require an Eligible 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 Eligible Employee makes a Rollover Contribution, such Rollover Contribution shall become part of the Trust Fund and it shall be maintained in a separate, fully‑vested Sub-Account, which shall be separate from the other Sub-Accounts for such Eligible Employee. If an Eligible Employee elects to roll over amounts attributable to after-tax employee contributions, such amounts shall be accounted for separately from other Rollover Contributions and shall be maintained in

accounts reflecting that portion of the Eligible Employee's after-tax Rollover Contribution that is includible in gross income and that portion that is not includible in gross income. Such Sub-Account shall be invested as directed by the Eligible Employee in the same manner, but pursuant to a separate election, as described in Section 10.1.


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 50 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, unless the Participant has made an election that amounts otherwise exceeding the Code Section 402(g) limit shall be After-Tax Contributions (a "spillover" election).

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:


(d)	a percentage that is equal to 125 percent of the average actual deferral percentage for all other Eligible Employees for the Plan Year; or


(e)	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 ½ 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 ½ 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 ½ 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 ½ 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.

(1)

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, the contributions 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.

(c)

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, provided that the Administrator may permit other repayment methods in situations where due to an employment transfer payroll withholding is impractical. 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:


(d)	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.


(e)	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.


(f)	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.


(g)	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 may have no more than two loans outstanding, including no more than one real estate loan described in Section 12.6(c). A Participant with two outstanding loans may not apply for another loan until an existing loan is paid in full and may not refinance an existing loan or obtain an additional loan for the purpose of paying off an existing loan.


(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:


(g)	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;


(h)	costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;


(i)	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;


(j)	payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant's principal residence;


(k)	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


(l)	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 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. Beginning with distributions made hereunder on or after January 1, 2016, such Participant’s Tax-Deferred Contributions and After-Tax Contributions shall automatically resume at the conclusion of the suspension period based on the Participant’s contribution elections in effect on the date of suspension.


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 six months after his receipt of the withdrawal, such Participant's Tax-Deferred Contributions and After-Tax Contributions are suspended and the Participant shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions, including after tax 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. Beginning with distributions made hereunder on or after January 1, 2016, such Participant’s Tax-Deferred Contributions and After-Tax Contributions shall automatically resume at the conclusion of the suspension period based on the Participant’s contribution elections in effect on the date of suspension.


13.9	Qualified Reservist Distributions

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 13.9, a Participant who is a member of a reserve component (as defined in Section 101 of Title 37 of the United Stated Code) who is ordered or called to active duty for a period in excess of 179 days, or for an indefinite period, 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 13.9 must be made during the period beginning on the date of date of his order to call to active duty and ending on the close of his active period. As provided under Code Section 72(t)(2)(G), such withdrawal is not subject to the 10% penalty on early distributions.

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 all or any portion 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 ½ 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 70½, 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 herein below 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), beginning effective May 16, 2012, 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 a reasonable period (which period shall be not less than 180 days) after the Committee has provided 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. In particular, in accordance with procedures established by the Committee, any Participant 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 Participant reaches his Required Beginning Date. 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 Participant and his Beneficiary as determined pursuant to Section 15.5.


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:

(m)

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.


(n)	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.


(o)	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. Any Participant's designation of Beneficiary must be made under the provisions of this Section 17.1 (or, in the case of a person who transfers to employment covered by the Plan from a position covered by the Eaton Savings Plan, under the provisions of that plan); a designation made under an acquired plan from which assets were transferred or merged into the Plan shall be void and of no effect under the Plan.


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


(f)	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.

(g)

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.

(h)

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:


(c)	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;


(d)	the specific portions of the denial of his claim which the Claimant requests the Committee to review;


(e)	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


(f)	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. If such determination is favorable to the Claimant, it shall be binding and conclusive. If such determination is adverse to such Claimant, it shall be binding and conclusive unless the Claimant notifies the Committee within 90 days after the mailing or delivery to him by the Committee of its determination that he intends to institute legal proceedings challenging the determination of

the Committee, and actually institutes such legal proceedings within 180 days after such mailing or delivery.


18.7	Exhaustion of Remedies and Limitation of Actions

In the event of any dispute over benefits under the Plan, all remedies available to the Claimant under Section 18.6 must be exhausted before legal recourse of any type is sought. No legal action at law or in equity, including without limitation a civil action under Section 502(a) of ERISA, may be filed against the Plan, the Employer, or the Committee relating to any dispute over benefits under the Plan later than the date specified under the claims review process procedure in Section 18.6.


18.8	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. Any such extension of overage shall be reflected on Schedule I and may, with the consent of the Sponsor, be accompanied by 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. Any such extension of coverage shall be reflected on Schedule I and may, with the consent of the Sponsor, be accompanied by 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, including but not limited to fees and expenses relating to a loan to a Participant, distributions, or a domestic relations order, 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	Correction of Plan Failures

The Sponsor may correct any error as it deems appropriate, including, without limitation, as provided by IRS Employee Plans Compliance Resolution System, as amended from time to time.


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 and Forum Selection

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. Any proceeding arising out of or relating to the Plan shall be adjudicated in the federal counts for the Northern District of Ohio or in the courts of the State of Ohio located in the district embraced by the federal courts for the Northern District of Ohio. 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 (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.


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.


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.


21.23	Application of Windsor Decision

For purposes of clarity and in accordance with Notice 2014-19 published by the Internal Revenue Service, and notwithstanding any provision of the Plan to the contrary, effective June 26, 2013, the following shall apply for purposes of the Plan:


(a)	the term "spouse" includes an individual married to a person of the same sex if the individuals are lawfully married under state law, and the term "marriage" includes such a marriage between individuals of the same sex;


(b)	there shall be recognized a marriage of same-sex individuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex even if the married couple is domiciled in a state that does not recognize the validity of same-sex marriages; and

(c)

the terms "spouse," "husband and wife," "husband," and "wife" do not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term "marriage" does not include such formal relationships.


21.24	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, proceeds received by the Plan in settlements where is it not possible or impractical to allocate such amounts to particular Participant accounts, and similar amounts received by the Plan shall be held in a separate account under the Plan and shall be applied in the manner permitted for forfeitures, if any, under the Plan, including to pay Plan administrative expenses or to offset Employer contributions otherwise owed to the Plan by an Employer, as determined by the Committee in its sole discretion.

21.25

ARTICLE XXII
MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES


22.1	Merger of Cooper Individual Account Retirement Plan for Bargaining Unit Employees

The Cooper Individual Account Retirement Plan for Bargaining Unit Employees (the "IAR Plan") is being merged into the Plan effective as of the close of business on December 31, 2013 (the "Merger Date"), and a transfer of the assets held under the IAR Plan is being made to the Plan as of the Merger Date. The transferred assets reflect the accounts of individuals under the IAR Plan (each a "Transferee"), which assets shall be held, administered, and accounted for in accordance with the provisions of this Article XXII.


22.2	Separate Accounts

As of the Merger Date, Separate Accounts are being established in accordance with the provisions of the Plan in the name of each Transferee, and each Transferee shall thereby become a Participant. Notwithstanding the provisions of Article IV, contribution elections in effect under the IAR Plan as of the Merger Date shall be applicable under the Plan until changed in accordance with the terms of the Plan. In addition to any credits or debits to the Separate Accounts of persons described in the immediately preceding sentence in accordance with the Plan's general provisions, as of the date the assets of the IAR Plan are received by the Trustee and deposited in the Trust there shall be credited to each such Separate Account, as applicable, the value of such Transferee's prior Account or sub account of the corresponding type under the IAR Plan.


22.3	Continuing Provisions

Effective as of the Merger Date a new Appendix A titled "IAR Continuing Provisions" is hereby added to the Plan setting forth certain provisions applicable to a person who is employed on an hourly rate basis by the Employer at a facility listed on Schedule B of Appendix A and who is a member of the Union listed on the applicable addendum or who is not a member of said Union but whose benefits eligibility and terms are determined under a collective bargaining agreement to which said Union is a party. Each Covered Active Facility listed on Schedule B shall constitute a Covered Group for purposes of the Plan, and the provisions of the Plan shall apply with respect to the portion of the Plan described in Appendix A and Eligible Employees thereunder except as otherwise expressly provided.

(a)

ARTICLE XXIII
MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(K) PLAN & TRUST


23.1	Merger of Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust

The Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust (the " Shaper Plan") is being merged into the Plan effective as of the close of business on December 31, 2013 (the "Merger Date"), and a transfer of the assets held under the Shaper Plan is being made to the Plan as of the Merger Date. The transferred assets reflect the accounts of individuals under the Shaper Plan (each a "Transferee"), which assets shall be held, administered, and accounted for in accordance with the provisions of this Article XXIII.


23.2	Separate Accounts

As of the Merger Date, Separate Accounts are being established in accordance with the provisions of the Plan in the name of each Transferee, and each Transferee shall thereby become a Participant. Notwithstanding the provisions of Article IV, contribution elections in effect under the Shaper Plan as of the Merger Date shall be applicable under the Plan until changed in accordance with the terms of the Plan. In addition to any credits or debits to the Separate Accounts of persons described in the immediately preceding sentence in accordance with the Plan's general provisions, as of the date the assets of the Shaper Plan are received by the Trustee and deposited in the Trust there shall be credited to each such Separate Account, as applicable, the value of such Transferee's prior Account or sub account of the corresponding type under the Shaper Plan.


23.3	Continuing Provisions

Effective as of the Merger Date a new Covered Group Addendum Re: Separate Plan Provisions Relating to: Local 2131 of the International Brotherhood of Electrical Workers ("IBEW") is made a part of the Plan and shall govern with respect to the Separate Accounts of Transferees.

(a)

ARTICLE XXIV
EFFECTIVE DATE


24.1	General

Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2015. 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, 2015, with respect to periods prior to January 1, 2015. The provisions of this restatement supersede those of any prior restatements to the extent inconsistent herewith.


24.2	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) final Treasury Regulations issued under Code Section 401(k) and 415 ("final 415 regulations"), (ii) the Pension Protection Act of 2006 ("PPA"), (iii) the Heroes Earnings Assistance and Relief Act of 2008 ("HEART"), (iv) the Worker, Retiree and Employee Recovery Act of 2008 ("WRERA"), (v) the Small Business Jobs Act of 2010 ("SBJPA"), or (vi) any regulations, rulings, or other published guidance issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA (a "Compliance Amendment"), the first day of the first period (which may or may not be the first day of the Plan Year) with respect to which such change became required because of such provision (including any day that became such as a result of an election or waiver by an Employee or a waiver or exemption issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA), 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 ________________, 2015.



	EATON CORPORATION
	By: Title:

11879232.6

SCHEDULE I

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
IBEW Local 2131, Richmond, California	January 1, 2014	May 5, 1966

COVERED GROUPS THAT HAVE CLOSED/CLOSED LOCATIONS



Description of Covered Group Employees covered by a collective bargaining agreement with:	Date Plan Coverage Effective	Plan Effective Date Prior to Plan Merger	Coverage End Date
• 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.


1.	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.

Moreover, 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.


2.	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:

13A.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, except in the case of a Participant who is at least 59-1/2 years of age, any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.


3.	The following provision is added to Article XVI:

16A.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.


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:


13B.8	Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

COVERED GROUP ADDENDUM

Re: Separate Plan Provisions Relating to:

PACE – Local 7433, Saginaw, MI (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.

1. Section 21C.23 is added to provide as follows, effective October 1, 2003:


21C.23	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:

16C.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 16C.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.

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:

United Employees Union, Elizabeth, NJ (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.

1. Article VI is replaced by Article VID, as follows:

ARTICLE VID
EMPLOYER CONTRIBUTIONS

6D.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.

6D.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 6D.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.

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.

6D.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.

6D.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.

6D.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.

6D.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.

6D.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 6D.5 that are not used to pay Plan expenses, as further provided in Section 14D.4.


2.	A new paragraph 12D.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.


3.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6D.1 for whom matching contributions or employer retirement contributions are made:

13D.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) except in the case of a Participant who is at least 59-1/2 years of age, 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.


4.	The following provisions are added to Article XIV and are applicable to Participants described in Section 6D.1 for whom employer retirement contributions are made:

14D.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 14D.3.

14D.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.

14D.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 14D.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.

14D.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 14D.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.

1. Article VI is replaced by Article VIE, as follows:

ARTICLE VIE
EMPLOYER CONTRIBUTIONS

6E.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.

6E.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 6E.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.

6E.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.

6E.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.

6E.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.


2.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6E.1 for whom matching contributions are made:

13E.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, except in the case of a Participant who is at least 59-1/2 years of age, any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

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.


1.	Article VI is replaced by Article VIF, as follows:

ARTICLE VIF
EMPLOYER CONTRIBUTIONS

6F.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.

6F.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 6F.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 6F.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 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.

6F.3 Payment of Employer Contributions

6F.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.

6F.5 Election of Former Vesting Schedule

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.

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 3G.1, as follows:

3G.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 4G.2, as follows:

4G.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 5G.2, as follows:

5G.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.

4. Section 5.9 is replaced by Section 5G.9, as follows:


5G.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.

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COVERED GROUP ADDENDUM

Re: Separate Plan Provisions Relating to:

Local 2131 of the International Brotherhood for
Electrical Workers ("IBEW")

Effective as of the close of business on December 31, 2013, the Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust (the "Shaper Plan") was merged into the Plan and the assets of the Shaper 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 the Covered Group previously covered by the Shaper 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 January 1, 2014, except as otherwise expressly provided.

1. Article VI is replaced by Article VIH, as follows:

ARTICLE VIH
EMPLOYER CONTRIBUTIONS


6H.1	Applicability

The provisions of this Article are applicable, effective January 1, 2014, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Employer and Local 2131 of the International Brotherhood of Electrical Workers ("IBEW").

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 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 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 6H.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.

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6H.3 Payment of Employer Contributions


6H.4	Vesting of Employer Contributions

A Participant shall be vested in the matching contributions credited to his Employer Contributions Sub-Account in accordance with the following schedule:



Vested Percentage Years of Vesting Service
Less than 2	0
2	20
3	40
4	60
5	80
6	100

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 Employer on or after his 65th birthday; (ii) he dies while in the employ of the Employer; or (iii) he incurs Total and Permanent Disability while in the employ of the Employer. For this purpose, Total and Permanent Disability means the inability to engage in any substantial gainful actively by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months or a condition which qualifies the Participant for payment of long term disability benefits under a long term disability plan of the Employer. Moreover, if the condition constitutes total disability under the federal Social Security Act, the Committee may rely upon such determination that the Participant is Totally and Permanently Disabled for the purposes of this Plan. Notwithstanding the foregoing, for periods prior to January 1, 2014, a Participant shall be credited with Vesting Service equal to the amount then credited to him under the provisions of the Shaper Plan, and for the Plan Year beginning January 1, 2014, he shall be credited with the amount of Vesting Service determined under the provisions of the Shaper Plan, if greater than the amount determined under the Plan for that Plan Year.

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6H.5 Election of Former Vesting Schedule


6H.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 6H.5 that are not used to pay Plan expenses, as further provided in Section 14H.4.


2.	The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6H.1 for whom matching contributions are made:

13H.9 Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant who is at least 59-1/2 years of age may elect to make a withdrawal from the vested portion of 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. A Participant who is determined by the Employer or a Related Corporation to have incurred a hardship as defined in Article XIII may elect, subject to the limitations and considerations prescribed in that Article, to make a cash withdrawal from the vested portion of his Employer-Contributions Sub-Account.

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3.	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 is less than 100 percent, that portion of his Employer Contributions Sub-Account 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 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 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 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 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 is forfeited during a Plan Year in accordance with the provisions of the preceding Section

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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 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.

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APPENDIX A

IAR CONTINUING PROVISIONS

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions

In addition to the provisions of Article I, the following definitions shall apply for purposes of this Appendix A, unless a different meaning is plainly required by the context. Article numbers follow those set forth in the IAR Plan prior to its merger into the Plan for ease of reference.


(1)	Account . The term " Account " shall mean the individual account established, maintained, and administered, including all subaccounts, to reflect the interest of each Eligible Employee who becomes a Member pursuant to the provisions of Article II of this Appendix A or in accordance with any Addendum for each inactive Member.


(2)	Addendum . The term “ Addendum ” shall mean the special overriding provisions applicable to Members employed at a facility listed on Schedule B that is attached to and made a part of this Appendix A.

(3)

Affiliate . The term “ Affiliate ” shall mean any member of a controlled group of corporations (as determined under §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 §414(c) of the Code) with the Company; any member of an affiliated service group (as determined under §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 §414(o) of the Code.


(4)	Affiliated Group . The term “ Affiliated Group ” shall mean the group of entities which are Affiliates.


(5)	Allocation Date . The term “ Allocation Date ” shall mean any date within a Plan Year as of which Contribution Amounts are allocated pursuant to the provisions of Section 4.01 of this Appendix A.


(6)	Company . The term “ Company ” shall mean Eaton Electric Holdings LLC, its corporate successors, and the surviving corporation resulting from any merger or consolidation of Eaton Electric Holdings LLC with any other corporation or corporations.


(7)	Company Contributions . The term “ Company Contributions ” shall mean the profit sharing contributions made to the Plan by the Company or the Employer in accordance with the provisions of Article III of this Appendix A.

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(8)	Consolidated DC Participant . The term “ Consolidated DC Participant ” shall mean an individual who is listed on Schedule C, and whose Account consists of assets transferred from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001.


(9)	Contribution Amount . The term “ Contribution Amount ” shall mean the amount of Company Contributions allocated to each Member as provided in Section 3.02 of Appendix A applicable to such Member.

(10)

Contribution Hour . Except as otherwise provided in an applicable Addendum, 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 but subject to the provisions of an applicable Addendum, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.

(11)

Eligible Employee . The term “ Eligible Employee ” shall mean a person who is employed on an hourly rate basis by the Employer at a facility listed on Schedule B of this Appendix A and who is a member of the Union listed on the applicable addendum or who is not a member of said Union but whose benefits eligibility and terms are determined under a collective bargaining agreement to which said Union is a party.


(12)	Employer . The term " Employer " shall mean the Company and any Affiliate which has a facility covered under this Appendix A.


(13)	Member . The term “ Member ” shall mean an Eligible Employee who becomes a participant in the Plan pursuant to the provisions of Article II of this Appendix A.


(14)	Merged Plan . The term “ Merged Plan ” shall mean each of the plans which are listed on Schedule A and which have been merged into the IAR Plan.


(15)	Normal Retirement Age . The term “ Normal Retirement Age ” shall mean age 65.


(16)	Pay Period . The term “ Pay Period ” shall mean the periodic payroll period for which a Member receives compensation from the Employer while an Eligible Employee.


(17)	Retirement Date . The term “ Retirement Date ” shall mean the date on which an active or inactive Member terminates employment with the Affiliated Group.

(18)

Total Disability . The term “ Total Disability ” shall mean incapacity of a Member incurred while an Employee by reason of any medically demonstrated physical or mental condition which the Employer 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

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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. If the condition constitutes total disability under the federal Social Security Act or qualifies the Member for payment of long term disability benefits under a long term disability benefit under a long term disability plan of the Employer, that shall also constitute Total Disability hereunder.


(19)	Union . The term “ Union ” shall mean the collective bargaining agent set forth on an applicable Addendum.


(20)	Vested Interest . The term “ Vested Interest ” shall mean the percentage of a Member’s Account which, pursuant to the provisions of the Plan, is nonforfeitable.


(21)	Vesting Service . The term “ Vesting Service ” shall mean the measure of service used to determine the Vested Interest of a Member in his Account pursuant to the provisions of Section 5.01.

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ARTICLE II

MEMBERSHIP

Section 2.01 Initial Membership .

An Eligible Employee shall become a Member as of the date on which he becomes an Eligible Employee.

Section 2.02 Membership Classification .

A Member shall be an “active”, an “inactive”, or a “former” Member. A Member who is employed as an Eligible Employee shall be an active Member. A Member who ceases to be an Eligible Employee and (i) who remains employed by the Affiliated Group, or (ii) who is on leave of absence or layoff, shall be an inactive Member. An active or inactive Member, who terminates employment with the Affiliated Group, or an inactive Member, who has terminated employment with the Affiliated Group and whose leave of absence or layoff has expired, a former participant in a Merged Plan and a Consolidated DC Participant shall be a former Member so long as he retains a balance in his Account.

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ARTICLE III

COMPANY CONTRIBUTIONS

Section 3.01 Company Contributions .

All Company Contributions shall be made solely by the Employer and shall not exceed the limit on deductible contributions to profit sharing plans set forth in §404(a)(3) of the Code.

Section 3 . 02 Amount of Company Contributions .

Except as otherwise provided in an applicable Addendum, for each Pay Period, the Employer shall contribute an amount equal to the aggregate sum of the product of each Member’s Contribution Hours during each Pay Period multiplied by the Contribution Rate set forth in the Addendum, with the exception of Addendum XVIII, applicable to such Member.

With regard to Addendum XVIII, the Employer shall contribute a fixed percentage of Compensation each Pay Period as set forth in the Addendum.

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ARTICLE IV

ALLOCATION, INVESTMENT, AND ADJUSTMENTS TO ACCOUNTS

Section 4 . 01 Allocations of Company Contributions .

Each active Member shall have Company Contributions allocated and credited to his Account in an amount equal to the Contribution Amount which is attributable to his Contribution Hours for which a Company Contribution is made pursuant to the provisions of Section 3.02 of this Appendix A.

Section 4.02 Reinstatement of Company Contributions .

In any case where a reemployed former or prior Member becomes entitled to the reinstatement of the forfeitable portion of his Account pursuant to the provisions of Section 5.03 of this Appendix A, the Employer shall contribute such forfeitable portion of his Account. Any such contribution shall be made as soon as practicable following the date of the reemployment of the former or prior Member and shall be credited to the Account of such reemployed former Member of this Appendix A.

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ARTICLE V

VESTING

Section 5.01 Vesting Service .

Beginning effective January 1, 2014, each Member shall be credited with Vesting Service in accordance with the provisions of Article II of the Plan; provided, however, that for periods ending December 31, 2013, he shall be credited with Vesting Service determined under the provisions of the IAR Plan as in effect on that date; and provided, further, that for the Plan Year commencing January 1, 2014, if he is an Member on that date, he shall be credited with the amount of Vesting Service determined under provisions of the IAR Plan as in effect on December 31, 2013, if greater than the amount otherwise credited under the Plan for that period.

Section 5 . 02 Vested Interest .

Except as specifically provided otherwise, a Member’s Vested Interest in his Account shall be determined in accordance with the following vesting schedule:



Years of Vesting Service of a Member	Vested Interest
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, the Vested Interest of a Member in his Account shall become 100% upon the occurrence of one of the following events:

(i) attainment of Normal Retirement Age;

(ii) death; or

(iii) Total Disability.

Section 5 . 03 Forfeitures .

If a Member terminates employment for reasons other than death, Total Disability, or attainment of Normal Retirement Age and is credited with less than three years of Vesting Service and the Vested Interest of his Account is zero, the Member shall be deemed to have received distribution of his Account as of the Valuation Date after the date on which he terminates employment. If a Member terminates employment for reasons other than death, Total Disability, or attainment of

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Normal Retirement Age and receives a distribution of the vested interest of his Account prior to incurring a five year break in service commencing after the date he received distribution, 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. If a Member receives, or is deemed to have received, a distribution which is less than the value of his Account, and the Member subsequently resumes employment with the Affiliated Group prior to incurring a five year break in service, the Member shall have the right to repay the Plan the full amount of the distribution. Upon repayment, the amount forfeited shall be restored to the Member's Account, and may be further adjusted for any gains or losses occurring subsequent to the date of distribution. In the event such a Member is deemed to have received a distribution, and the Member resumes employment covered under the Plan before the date the Member incurs a five year break in service, upon reemployment of such Member, the account balance of the Member attributable to Company Contributions shall be restored to the amount on the date of such deemed distribution. Restoration of the Member's Account shall include restoration of all protected benefits under §411(d)(6) of the Code with respect to such restored benefit in accordance with regulations issued by the Secretary of the Treasury. Such restoration shall be made from special contributions of the Employer which shall not constitute an annual addition for purposes of §415 of the Code. In the event a Member terminates employment for reasons other than death, Total Disability, or attainment of Normal Retirement Age, with a Vested Interest in his Account of less than 100% and does not subsequently resume employment prior to incurring a five year break in service, the portion of his Account in excess of his Vested Interest shall be forfeited as of the end of the Plan Year in which the five year break occurs and such Vested Interest in his Account attributable to service prior to such five year break in service shall not be increased as a result of any subsequent employment with the Affiliated Group. Forfeitures under this Section 5.03 shall be applied to offset Plan expenses or reduce future Company Retirement Contributions pursuant to the provisions of Section 3.02 of this Appendix A.

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ARTICLE VI

LOANS

Section 6.01 Terms and Conditions .

The provisions of Article XII of the Plan shall be applicable.

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ARTICLE VII

WITHDRAWALS

Section 7.01 Withdrawals After Age 59½ .

Subject to the provisions of this Section 7.01, a Member or an inactive Member who has attained at least age 59½, may file a written request with the Company in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Account. Such withdrawal shall be made from a Member’s Account in accordance with procedures established by the Committee.

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ARTICLE VIII

BENEFICIARIES AND DEATH BENEFITS

Section 8.01 Designation of Beneficiary .

The provisions of Article XVII shall apply, and any designation of Beneficiary made under the IAR Plan shall be void.

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ARTICLE IX

TIME AND MANNER OF PAYMENT OF ACCOUNTS

Section 9.01 Distribution of Benefits .

The provisions of the Plan shall govern distribution, including Section 15.3.

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SCHEDULE A

Merged Plans



Plan Name	Effective Date
1. Individual Account Retirement Plan for Bargaining Unit Employees of the Americus Plant (PN #176)	November 30, 2001
2. Individual Account Retirement Plan for Metalux Drivers Bargaining Unit at Americus (PN #177)	November 30, 2001
3 Individual Account Retirement Plan for Bargaining Unit Employees of Bussmann/Ellisville (PN #170)	November 30, 2001
4. Individual Account Retirement Plan for Bargaining Unit Employees at East Stroudsburg, Pennsylvania (PN #162)	November 30, 2001
5. Individual Account Retirement Plan for Bargaining Unit Employees at Halo Lighting at Elk Grove, Illinois (PN #164)	November 30, 2001
6. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Lighting Division at Ellaville, Georgia (PN #179)	November 30, 2001
7. Individual Account Retirement Plan for Bargaining Unit Employees of the Eufaula Plant (PN #173)	November 30, 2001
8. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Power Systems in Fayetteville, Arkansas (PN #311)	November 30, 2001
9. Individual Account Retirement Plan for Bargaining Unit Employees at the Meadow Lands, Pennsylvania Plant (PN #305)	November 30, 2001
10. Individual Account Retirement Plan for Hourly Employees of Cooper Lighting Division at Bloomington, California (PN #232)	November 30, 2001
11. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Lighting Division at Vicksburg, Mississippi (PN #121)	November 30, 2001
12. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York (PN #208)	November 1, 2003

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Plan Name	Effective Date
13. Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi ( PN# 157)	November 1, 2003
14. Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California (PN #300)	November 1, 2003
15. Individual Account Retirement Plan for Hourly-Paid Employees in the UAW Bargaining Unit at Apex Division in Dayton, Ohio (PN #142)	May 1, 2004
16. Wheelock, Inc. Section 401(k) Plan for Union Employees at Long Branch, New Jersey (including Neptune and Oceanport)	January 1, 2007
17. GS Metals Corp Retirement Savings Plan at Pickneyville, Illinois	January 1, 2009

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SCHEDULE B

List of Covered Active Facilities

1. Americus, Georgia

2. Ellisville, Missouri

3. Elk Grove, Illinois

4. Fayetteville, Arkansas – through December 31, 2015 only

5. Meadow Lands, Pennsylvania

6. Bloomington, California

7. Syracuse, New York

8. Vicksburg, Mississippi

9. Long Branch, New Jersey (including Neptune and Oceanport)

10. Pinckneyville, Illinois

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SCHEDULE C

List of Consolidated Defined Contribution Plan Participants



Last Name	First Name
ALFRED SR	CASTAIN
ARENDT	LINDA
ARLING	L
ARNETT	RONALD H
BAIRD	BOBBY
BALLARD	CONSTANCE
BEVAN	JAN ELAINE
BILLIPS	DALE
BOHANNAN	MONNICA
BUFORD	MARY
CAROTHERS	JUDY
COLSON	GILLAN
COX	PATRICK
CREECH	LORRAINE
CRONIN	MICHAEL
CZARNETA	MARIAN
DALTON	LONARD
DANIELSEN	KENNETH
DARING	KENNETH
DAVIS	LEWIS
DAVIS	PATRICIA
DIAZ	ARNOLDO
DONNELL	SAMUEL
DREWS	LAWRENCE
DREYER	R
DUNAWAY	EDDIE
EDLIN	JOYCE
FINCH JR	JOHN
FORD	RONALD JR.
FRATTA	FEDERICO
GENTRY	GREGORY
GILBERTSON	CRAIG
GRIMES	DEBBIE
GROVES	ROBERT
HAMILTON	STAN
HARRISON	JOE
HARTLEY	RITA

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Last Name	First Name
HATFIELD	WANDA
HOLLAND J	H
JANIK	EDWIN
JONES	ALICE
KNOWLES	IAN
KUDLACEK	JOSEPH
LANCASTER	RONALD
LAUBSCHER	KAREN
LEE	H
LEONARD	KEVIN
LIST	ROLAND
MCCURLEY	ROBERT J
MEDINA	PABLO
MESSNER	R
MILLER	DORA
MIRAMONTEZ	MARY
MITCHELL	HAROLD
MOORE	LARRY
MOORE	ROGER
MOSHER	THOMAS L
NEAL	TOMMY
NEIGER	ROBERT
NORWOOD	B
PACK	DEBBIE
PERRY	R
PIERCE	MICHAEL
RHODES	LOUELLA
ROBERTS	MARK
ROBINSON	BRIAN
RODRIGUEZ	KATHLEEN
SADLER	EARNESTINE
SAMPSON	HAROLD
SARVER	DEBORAH
SCHUTSKY	HENRY
STURGEON	FRED
SWITALA	LEO
TALLEY	MARK
THOMPSON	ROBIN
VAN DUSEN	HAZEL
VANVACTOR	CHARLES
VINSON	BRENDA
WARNEKE	GARY
WILLIAMS	WANDA

A-17

ADDENDUM I

Americus, Georgia, IBEW Local No. 2194

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility: Americus, Georgia


2.	Union (Section 1.01(19)): Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO


3.	Contribution Hour: (Section 1.01(10)): Standard definition


4.	Contribution Rate: (Section 3.02):



Effective Date of Contribution Rate for All Employees	Position Grade	Contribution Rate
For each Contribution Hour on and after January 1, 1989, but prior to January 1, 1991	I II	$.10 $.12
For each Contribution Hour on and after January 1, 1991 but prior to January 1, 1992	I II	$.15 $.18
For each Contribution Hour on and after January 1, 1992 but prior to October 31, 1992	I II	$.20 $.25

Effective Date of Contribution Rate For Employees Hired Prior to January 1, 1980	Position Grade	Contribution Grade
For each Contribution Hour on and after October 31, 1992, but prior to November 1, 1993	I II	$.30 $.35
For each Contribution Hour on and after November 1, 1993, but prior to November 3, 1996	I II	$.35 $.40
For each Contribution Hour on and after November 3, 1996, but prior to November 1, 1998	I II	$.40 $.45
For each Contribution Hour on and after November 1, 1998, but prior to October 29, 2000	I II	$.45 $.50

A-18



For each Contribution Hour on and after October 29, 2000, but prior to October 26, 2003	I II	$.50 $.55
For each Contribution Hour on and after October 26, 2003, but prior to October 31, 2004	I II	$.55 $.60

Effective Date of Contribution Rate For Employees Hired on or after January 1, 1980, but prior to October 31, 1999	Position Grade	Contribution Grade
For each Contribution Hour on and after October 31, 1992, but prior to November 1, 1993	I II	$.25 $.30
For each Contribution Hour on and after November 1, 1993, but prior to November 3, 1996	I II	$.30 $.35
For each Contribution Hour on and after November 3, 1996, but prior to November 1, 1998	I II	$.35 $.40
For each Contribution Hour on and after November 1, 1998 but prior to October 29, 2000	I II	$.40 $.45
For each Contribution Hour on and after October 29, 2000, but prior to October 26, 2003	I II	$.45 $.50
For each Contribution Hour on and after October 26, 2003, but prior to October 31, 2004	I II	$.50 $.55
Effective Date of Contribution Rate For Employees Hired on and after October 31, 1999, but prior to October 31, 2004	Position Grade	Contribution Rate
For each Contribution Hour on and after October 31, 1999, but prior to October 31, 2004	I II	$.35 $.35

Effective Date of Contribution Rate For All Employees On and After October 31, 2004	Labor Grades	Contribution Rate
For each Contribution Hour on and after October 31, 2004, but prior to February 28, 2008	1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14	$.55 $.60

A-19



For each Contribution Hour on and after February 28, 2008, but prior to October 28, 2013	1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14, 15	$.55 $.60
For each Contribution Hour on and after October 28, 2013	1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14, 15	$.60 $.65

A-20

ADDENDUM II

Americus, Georgia – Metalux Drivers

1. Covered Facility: Americus, Georgia


2.	Union (Section 1.01 (19)): Metalux Association of Drivers prior to January 3, 2005


3.	Contribution Hour (Section 1.01(10): Prior to January 1, 2005, “ Contribution Mile ” which shall mean each mile driven by an active Member for which such Member receives pay from the Employer.

4. Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Contribution Rate Per Contribution Mile
On and after January 1, 1989, but prior to September 1, 1989 Type of Trip Eufaula Trip $.74 per trip 40 Mile Radius $.45 per trip Trips	$.0027 (double driver) $.0031 (single driver)
On and after September 1, 1989, but prior to September 1, 1990	$.1752
On and after September 1, 1990, but prior to September 1, 1991	$.2190



Effective Date of Contribution Rate	Contribution Rate Per Contribution Mile
On and after September 1, 1991, but prior to November 15, 1992	$.2630
On and after November 15, 1992, but prior to November 8, 1993	$.3000
On and after November 8, 1993, but prior to January 3, 2005	$.3400


5.	Vested Interested (Section 5.02): Effective as of December 4, 2004, Vested Interest of any Member covered by the

Addendum on such date shall be fully vested.

A-22

ADDENDUM III

Bussman/Ellisville, Missouri

1. Covered Facility: Bussman/Ellisville, Missouri

2. Union (Section 1.01 (19)): Independent Fuse Workers Union

Contribution Hour (Section 1.01(10): The term “ Contribution Hour ” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime, holiday hours, vacation hours, jury duty hours, bereavement leave hours and Union business hours; provided, however, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer.

4. Contribution Rate (Section 3.02):



Effective Dates	Labor Grade	Contribution Rate
On and after January 1, 1989, but prior to February 17, 1992	1,2, and 3 4 5 6	$.29 $.36 $.45 $.51
On and after February 17, 1992, but prior to February 15, 1993	1,2, and 3 4 5 6	$.32 $.39 $.49 $.56
On and after February 15, 1993, but prior to February 21, 1994	1,2, and 3 4 5 6	$.34 $.42 $.52 $.61
On and after February 21, 1994, but prior to February 13, 1995	1,2, and 3 4 5 6	$.36 $.44 $.55 $.65
On and after February 13, 1995, but prior to February 19, 1996	1,2, and 3 4 5 6	$.39 $.47 $.58 $.68
On and after February 19, 1996, but prior to February 17, 1997	1,2, and 3 4 5 6	$.42 $.50 $.61 $.71

A-23



Effective Dates	Labor Grade	Contribution Rate
On and after February 17, 1997, but prior to February 2, 1998	1,2, and 3 4 5 6	$.45 $.53 $.64 $.74
On and after February 2, 1998, but prior to February 22, 1999	1,2, and 3 4 5 6	$.48 $.56 $.67 $.77
On and after February 22, 1999, but prior to February 21, 2000	1,2, and 3 4 5 6	$.51 $.59 $.70 $.80
On and after February 21, 2000, but prior to February 25, 2002	1,2, and 3 4 5 6	$.54 $.62 $.73 $.83
	1,2, and 3 4 5 6	$.59 $.67 $.78 $.88

On and after February 14, 2005, but prior to February 22, 2010	1, 2, and 3 4 5 6	$.65 $.75 $.85 $.95
On and after February 22, 2010, but prior to April 2, 2011	1, 2, and 3 4 5 6	$.70 $.80 $.90 $1.00
On and after April 2, 2011, but prior to April 13, 2015	1, 2, and 3 4 5 6	$.75 $.85 $.95 $1.05
On and after April 13, 2015	1, 2, and 3 4 5 6	$.80 $.90 $1.00 $1.10

In addition to the Company Contributions set forth above which are allocated to Member's Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the McGraw-Edison Company Profit Sharing Plan (“Prior Plan Benefits”) transferred to the Plan shall have such Prior Plan Benefits held in a separate subaccount in which he is 100% vested. Such separate subaccount shall be maintained, adjusted, and distributed in accordance with the provisions of the Plan relating to the remaining balance of his Account.

A-24

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

A-25

ADDENDUM IV

East Stroudsburg, Pennsylvania


1.	Covered Facility: East Stroudsburg, Pennsylvania


2.	Union (Section 1.01 (19)): International Association of Machinists and Aerospace Workers, Local No. 1800, District 28


3.	Contribution Hour (Section 1.01(10): Prior to May 10, 2003 – standard definition. On and after May 10, 2003, due to the closing of the East Stroudsburg, Pennsylvania facility, no Contribution Hours shall be applicable.


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
	Position Grade	Labor Grade	Day Work	Base Incentive
For each Contribution Hour on and after January 1, 1989, but prior to August 14, 1990	I II III IV V	IA-1 2-5 6 7-8 9-10	$.32 $.32 $.38 $.38 $.44	$.32 $.38 $.38 $.44 --
For each Contribution Hour on and after August 14, 1990, but prior to June 27, 1993	I II III IV V	IA-1 2-5 6 7-8 9-10	$.35 $.35 $.42 $.42 $.48	$.35 $.42 $.42 $.48 --
For each Contribution Hour on and after June 27, 1993, but prior to April 13, 1997	I II III IV V	IA-1 2-5 6 7-8 9-10	$.52	$.52
For each Contribution Hour on and after April 13, 1997, but prior to April 12, 1998	I II III IV V	IA-1 2-5 6 7-8 9-10	$.54	$.54
For each Contribution Hour on and after April 12, 1998, but prior to April 11, 1999	I II III IV V	IA-1 2-5 6 7-8 9-10	$.55	$.55

A-26



Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
For each Contribution Hour on and after April 11, 1999, but prior to July 3, 2000	Position Grade	Labor Grade	I II III IV V	IA-1 2-5 6 7-8 9-10	$.57	$.57
For each Contribution Hour on and after July 3, 2000, but prior to July 2, 2001	I II III IV V	IA-1 2-5 6 7-8 9-10	$.60	$.60
For each Contribution Hour on and after July 2, 2001, but prior to July 1, 2002	I II III IV V	IA-1 2-5 6 7-8 9-10	$.62	$.62
For each Contribution Hour on and after July 1, 2002, but prior to May 10, 2003	I II III IV V	IA-1 2-5 6 7-8 9-10	$.64	$.64
Due to the closing of the East Stroudsburg facility, no Contribution Rate shall be applicable to such facility after May 10, 2003.

In addition to the Company Contribution set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the McGraw-Edison Company Profit Sharing Plan (“Prior Plan Benefits”) transferred to the Plan shall have a separate subaccount established under the Plan in which he is 100% vested and such subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the balance of his Account.

Vested Interest: (Section 5.02): Due to the sale of the Cooper Power Systems Pole Line Hardware product line to Hubbell Power Systems, the East Stroudsburg, Pennsylvania facility of the Cooper Power Systems Division will be closed as of May 10, 2003. In conjunction with such closing, effective as of September 19, 2002, the Vested Interest of any Member who is employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.


7.	Closing: Effective as of May 9, 2003, coverage under the Plan was closed due to the closing of the East Stroudsburg, Pennsylvania facility.

A-27

ADDENDUM V

Halo Lighting at Elk Grove, Illinois

1. Covered Facility: Distribution Center at Elk Grove, Illinois


2.	Union (Section 1.01(19)): Local No. 134, International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour (Section 1.01(10): Standard definition

4. Contribution Rate (Section 3.02):

A-28



Effective Date of Contribution Rate	Position Grade	Labor Classification	Contribution Rate
On and after January 1, 1989 but prior to September 1, 1993	I I I I I I I II II II II II II	Assembler Janitor Machine Operator Returned Goods Set-Up “B” Order Filler Storage Receiver Material Handler Checker Set-Up “A” Maintenance Mechanic “A” Group Leader	$.45 $.45 $.45 $.45 $.45 $.45 $.45 $.50 $.50 $.50 $.50 $.50 $.50
On and after September 1, 1993 through December 31, 2001	I I I I I I I II II II II II II	Assembler Janitor Machine Operator Returned Goods Set-Up “B” Order Filler Storage Receiver Material Handler Checker Set-Up “A” Maintenance Mechanic “A” Group Leader	$.50 $.50 $.50 $.50 $.50 $.50 $.50 $.55 $.55 $.55 $.55 $.55 $.55
On and after January 1, 2002, but prior to August 22, 2005	All	All	$.55
On and after August 22, 2005, but prior to August 23, 2008	ALL		$.55
On and after August 23, 2008	ALL		$.65

In addition to the Company Contributions set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to transfer the value of his benefits under the McGraw-Edison Profit Sharing Plan (“Prior Plan Benefits”) shall have a separate subaccount in which he is 100% vested maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the rest of his Account. Notwithstanding the above, a Member may elect upon termination of service to receive his separate subaccount balance from the Prior Plan in a lump sum distribution.

A-29

Elections Relating to Lump Sum Payment In Lieu of Wage Increase: Notwithstanding the provisions of Section 4.2 applying an election made thereunder to all Compensation of a Member and limiting the amount of such an election to 50 percent, with respect to any Lump Sum Merit Payment In Lieu of Wage Increase made in 2014 after September 7, 2014, a Member may elect to defer 100% of such Lump Sum Merit Payment In Lieu of Wage Increase.

A-30

ADDENDUM VI

Ellaville, Georgia


1.	Covered Facility: Ellaville, Georgia


2.	Union (Section 1.01 (19)): Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO


3.	Contribution Hour (Section 1.01(10)): Standard definition


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to April 30, 1991	$.10
On and after April 30, 1991, but prior to April 30, 1992	$.15
On and after April 30, 1992, but prior to April 26, 1993	$.20
On and after April 26, 1993, but prior to May 1, 1995	$.25
On and after May 1, 1995, but prior to January 7, 2002	$.30
On and after January 7, 2002, but prior to May 1, 2005	$.35
On and after May 1, 2005	$.40
Due to the closing of the Ellaville facility, no Contribution Rate shall be applicable to such facility after August 21, 2009.


5.	Vested Interest (Section 5.02) : The Ellaville, Georgia facility closed as of August 21, 2009. In conjunction with such closing, the Vested Interest of any Member employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.


6.	Closing : Effective as of August 21, 2009, coverage under the Plan was closed due to the closing of the Ellaville, Georgia facility.

A-31

ADDENDUM VII

Eufaula, Alabama


1.	Covered Facility: Eufaula, Alabama


2.	Union (Section 1.01(19)): Local No. 779 International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour (Section 1.01(10): Standard definition

4. Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1989, but prior to January 1, 1991	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.10 $.10 $.10 $.10 $.10 $.10 $.12 $.12 $.12 $.12
On and after January 1, 1991, but prior to January 1, 1992	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.15 $.15 $.15 $.15 $.15 $.15 $.18 $.18 $.18 $.18

A-32



Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1992, but prior to October 12, 1992	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.20 $.20 $.20 $.20 $.20 $.20 $.25 $.25 $.25 $.25
On and after October 12, 1992, but prior to September 27, 1993	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.25 $.25 $.25 $.25 $.25 $.25 $.30 $.30 $.30 $.30
On and after September 27, 1993, but prior to January 1, 1997	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.30 $.30 $.30 $.30 $.30 $.30 $.35 $.35 $.35 $.35

A-33



Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1997, but prior to October 4, 1998	I I I I I I I I I I I I I II II II II II II II	Material Handler Assembler Utility Forklift Lead Assembler Press Operator Lead Utility Lead Forklift Crane Operator Truck Driver Lead Press Operator Inspector Boxing Machine Operator Lead Maintenance General Maintenance Maintenance A Maintenance B Maintenance C Tool & Die A Tool & Die B	$.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.40 $.40 $.40 $.40 $.40 $.40 $.40



On and after October 2, 1998, but prior to September 28, 2003 Members Hired Prior to October 2, 1998 Members Hired On or after October 2, 1998	Labor Grade I $.45 Labor Grade II $.50 Labor Grade I $.35 Labor Grade II $.35
On and after September 28, 2003 but prior to September 25, 2005 Members Hired Prior to October 2, 1998 Members Hired On or after October 2, 1998	Labor Grade I $.50 Labor Grade II $.55 Labor Grade I $.40 Labor Grade II $.40
On and after September 25, 2005 Members Hired Prior to October 2, 1998 Members Hired On or after October 2, 1998	Labor Grade I $.55 Labor Grade II $.60 Labor Grade I $.45 Labor Grade II $.45

A-34


5.	Waiver of Vesting Requirement in Connection with Plant Closing: Notwithstanding the provisions of Section 5.02 of this Appendix A, vesting requirements shall be waived for affected Members as described in the Plant Closing and Effects Agreement related to the Eufaula, AL facility.

A-35

ADDENDUM VIII

Fayetteville, Arkansas

1. Covered Facility: Fayetteville, Arkansas


2.	Union (Section 1.01(19)): General Drivers and Helpers, Local 832, affiliated with the International Brotherhood of Teamsters


3.	Contribution Hour (Section 1.01(10): – Standard definition


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Labor Grades	Contribution Rate
On and after April 1, 1999, but prior to February 4, 2002	1-5 6-10	$.33 $.38
On and after February 4, 2002, but prior to January 1, 2005	1-5 6-10	$.38 $.43
On and after January 1, 2005, but prior to February 4, 2008	1-5 6-10	$.40 $.45
On and after February 4, 2008, but prior to January 1, 2013	1-5 6-11	$.40 $.45
On and after January 1, 2013	1-5 6-11	$.45 $.50

In addition to the Company Contributions set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the Pension Plan for Hourly Employees at the Fayetteville, Arkansas Plant of Cooper Power Systems (“Prior Plan Benefits”) rolled over to the Plan as an eligible rollover contribution, shall have a separate subaccount established to which such amount shall be credited and in which he shall be 100% vested. Such subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the portion of his Account attributable to Company Contributions.

A-36


5.	Vested Interest (Section 5.02): Effective as of January 12, 2005, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.

A-37

ADDENDUM IX

Meadow Lands, Pennsylvania


1.	Covered Facility: Meadow Lands, Pennsylvania


2.	Union (Section 1.01(19)): Local No. 5, International Brotherhood of Electrical Workers, AFL-CIO; Effective August 1, 2012, Local No. 385, International Brotherhood of Electrical Workers, AFL-CIO is merged into Local No. 459, International Brotherhood of Electrical Workers, AFL-CIO.


3.	Contribution Hour (Section 1.01(10)): Standard definition


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1998, but prior to January 20, 2003	$.25
On and after January 20, 2003, but prior to January 26, 2004	$.30
On and after January 26, 2004, but prior to January 31, 2006	$.35
On and after January 31, 2006, but prior to January 23, 2010	$.40
On and after January 23, 2010, but prior to January 20, 2014	$.45
On and after January 20, 2014, but prior to January 19, 2015	$.50
On and after January 19, 2015	$.60


5.	Thepitt Merger: Effective as of the close of business on August 31, 1998, the Thepitt Hourly Savings Plan (the “Thepitt Plan”) was merged into the Plan and the assets and liabilities of the Thepitt Plan have been held, maintained, invested and distributed pursuant to the provisions of the Plan.

A-38

6. Major Liting Merger: Effective as of July 30, 1999, the Individual Account Retirement Plan for Major Liting Employees at the Meadow Lands, Pennsylvania Plant the (“Major Liting Plan”) was merged into the Plan and thereafter the assets and liabilities of the Major Liting Plan have been held, maintained, invested, and distributed pursuant to the provisions of the Plan. Prior to such merger, as of the applicable transfer date set forth below, assets and liabilities with respect to the following Members of the Major Liting Plan were transferred to the Plan and thereafter have been held, maintained, invested, and distributed pursuant to the provisions of the Plan.



Transfer Date	Member
June 1, 1999	Virginia Bosnyak
June 1, 1999	Lillian M. Burns
June 1, 1999	Donald Hlad
June 1, 1999	Keith A. Neal
June 1, 1999	Keith Beck
June 7, 1999	Ronald P. Walls

A-39

ADDENDUM X

Bloomington, California


1.	Covered Facility: Bloomington, California


2.	Union (Section 1.01(19)): Teamsters Automotive, Industrial and Allied Workers Local Union No. 495


3.	Contribution Hour (Section 1.01(10) : – Standard definition


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to August 28, 2000	$.45
On and after August 28, 2000, but prior to September 1, 2004	$.50
On and after September 1, 2004, but prior to August 17, 2009	$.55
On and after August 17, 2009, but prior to August 15, 2010	$.00
On and after August 15, 2010, but prior to August 15, 2013	$.55
On and after August 15, 2013, but prior to August 15, 2014	$.60
On and after August 15, 2014, but prior to August 15, 2015	$.65
On and after August 15, 2015, but prior to August 15, 2016	$.70
On and after August 15, 2016, but prior to August 15, 2017	$.75
On and after August 15, 2017, but prior to August 15, 2018	$.80
On and after August 15, 2018	$.85

A-40

ADDENDUM XI

Syracuse, New York

1. Covered Facility: Syracuse, New York


2.	Union (Section 1.01(19)): Local No. 2084, International Brotherhood of Electrical Workers, AFL-CIO

Contribution Hour (Section 1.01(10): The term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours, holiday hours, vacation hours, jury duty hours, bereavement leave hours, and Workers’ Compensation benefit hours; provided that the disability for which any Workers’ Compensation benefits are payable is expected to last 12 months and such contributions are 100% vested. Notwithstanding the forgoing, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer, except that Union business hours for which the Member receives pay from the Union shall be Contribution Hours.


4.	Contribution Rate (Section 3.02):



Effective Date of Contribution Rate			Contribution Rate
Employees Hired Prior to April 1, 2011
On and after January 1, 1989, but prior to July 1, 1990			$.15
On and after July 1, 1990, but prior to April 5, 1993			$.50
On and after April 5, 1993, but prior to April 3, 1995			$.60
On and after April 3, 1995, but prior to April 1, 1996			$.65
On and after April 1, 1996, but prior to April 1, 1997			$.70
On and after April 1, 1997, but prior to April 1, 1998			$.75
On and after April 1, 1998, but prior to March 29, 1999			$.80
On and after March 29, 1999, but prior to April 3, 2000			$.85

A-41



On and after April 3, 2000, but prior to April 2, 2001			$.90
On and after April 2, 2001, but prior to April 1, 2002			$.95
On and after April 1, 2002, but prior to March 31, 2003			$1.00
On and after March 31, 2003, but prior to April 1, 2005			$1.05
On and after April 1, 2005, but prior to April 1, 2011			$1.15
On and after April 1, 2011, but prior to April 1, 2018			$1.25
On and after April 1, 2018			$1.30

Employees Hired On or After April 1, 2011
On and after April 1, 2011, but prior to April 1, 2016			$.60
On and after April 1, 2016, but prior to April 1, 2018			$0.65
On and after April 1, 2018			$0.70
Notwithstanding the foregoing, effective as of July 1, 1990 and continuing through June 30, 1995, instead of the $.50 contribution rate set forth above, the Employer shall contribute a Contribution Amount to the Plan for each Pay Period for certain active Members who are Eligible Employees on July 1, 1990 based upon the applicable contribution rate set forth below:
Year of Birth	Completed Years of Service As of July, 1990 and Applicable Contribution Rates
	5	6-9		10-12	13-15
1926-1928	$.53	$.50		$.50	$.50
1929-1930	$.57	$.50		$.50	$.50
1931-1935	$.68	$.58		$.50	$.50
1936-1940	$.65	$.61		$.58	$.52
1941-1945	$.56	$.52		$.50	$.50

A-42



On and after January 1, 1994 through December 31, 1996, the Employer shall also contribute a supplemental Contribution Amount of $.15 for each Contribution Hour during a pay period from January 1, 1989 through December 31, 1996, of each member who (i) completed an Hour of Service prior to April 1, 1990, (ii) is an Eligible Employee on January 1, 1994, and (iii) had not attained age 50 prior to January 1, 1994 or had attained age 50 prior to January 1, 1994 and is listed below: Charlie E. Allen Charles Lawton, Jr. Bernard W. Austin Donald H. Lescenski Flozell Baker Thomas R. Lowe David E. Britton Robert McDonald Paul B. Burns Paul J. Moran Harold V. Clark Carl F. O’Connor John E. Cooper Richard Q. Paetow Willie Davis Henry L. Randall Hiawatha R. Fitzgerald Sidney Reed Augustine A. Fargenei Robert T. Sears Jean L. France Hansel Smith Gary C. Garrison Peter L. Smith Gerald L. Harshberger Richard Snell Almott Harvey David K. Sutton David T. Hurachla David B. Tepsa Edward P. Kister Howard L. Young Christian Kubler John F. Zimmerman

In addition to the Company Contributions set forth above which are allocated to Member’s Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the Crouse-Hinds Retirement Income Plan for Syracuse Hourly Production and Maintenance Employees (“Prior Plan Benefits”) transferred to the Plan shall have a separate subaccount established under the Plan in which he is 100% vested and such separate subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the balance of his Account.

Any Company Contributions allocated for the benefit of a Member based on Union business hours shall be credited on an annual basis effective no later than the last day of the Plan Year in which the Union business hours occurred.


5.	Elections Relating to Lump Sum Merit Payments: Notwithstanding the provisions of Section 4.2 applying an election made thereunder to all Compensation of a Member and limiting the amount of such an election to 50 percent, (i) with respect to any Lump Sum Merit Payment made in 2014 after April 23, 2014, a

A-43

Member may elect to defer 100% of such Lump Sum Merit Payment, and (ii) with respect to any Lump Sum Merit Payment made in 2016, a Member may elect to defer 100% of such Lump Sum Merit Payment.

A-44

ADDENDUM XII

Vicksburg, Mississippi

1. Covered Facility: Vicksburg, Mississippi


2.	Union (Section 1.01(19)): Local 1873, International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour (Section 1.01(10): Standard definition

4. Contribution Rate (Section 3.02):



Employees Hired On and After November 1, 1985
Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
On and after January 1,1989, but prior to January 1, 1992	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.28 $.32 $.37
On and after January 1, 1992, but prior to January 1, 1994	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.30 $.35 $.41
On and after January 1, 1994, but prior to January 1, 1995	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.32 $.37 $.43
On and after January 1, 1995, but prior to January 1, 1996	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.34 $.39 $.45
On and after January 1, 1996, but prior to January 1,1997	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.36 $.41 $.47
Employees Hired On and After November 1, 1985

A-45



Employees Hired On and After November 1, 1985
Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
On and after January 1, 1997, but prior to January 1, 2000	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.38 $.43 $.49
On and after January 1, 2000, but prior to November 1, 2002	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.43 $.48 $.54
On and after November 1, 2002, but prior to November 5, 2005	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.48 $.53 $.59
On and after November 5, 2005, but prior to January 1, 2010	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14, 15 and 17	$.50 $.55 $.60
On and after January 1, 2010, but prior to June 24, 2013	I II III IV	1-7 8-13 14-15 16-17	$.50 $.55 $.60 $.65
On and after June 24, 2013	I II III IV	1-7 8-13 14-15 16-18	$.50 $.55 $.60 $.65
Employees Hired Prior to November 1, 1985
On and after January 1, 1989, but prior to January 1, 1992	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.32 $.37 $.41
On and after January 1, 1992, but prior to January 1, 1994	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.35 $.40 $.44
Employees Hired Prior to November 1, 1985
Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate

A-46



Employees Hired On and After November 1, 1985
On and after January 1, 1994, but prior to January 1, 1995	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.37 $.42 $.47
On and after January 1, 1995, but prior to January 1, 1996	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.40 $.45 $.50
On and after January 1, 1996, bur prior to January 1, 1997	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.43 $.48 $.53
On and after January 1, 1997, but prior to January 1, 2000	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.46 $.51 $.55
On and after January 1, 2000, but prior to November 1, 2002	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.51 $.56 $.61
On and after November 1, 2002, but prior to November 5, 2005	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.56 $.61 $.66
On and after November 5, 2005, but prior to January 1, 2010	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14, 15 and 17	$.60 $.65 $.70
On and after January 1, 2010, but prior to June 24, 2013	I II III IV	1-7 8-13 14-15 16-17	$.60 $.65 $.70 $.75
Employees Hired Prior to November 1, 1985
Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
On and after June 24, 2013	I II III IV	1-7 8-13 14-15 16-18	$.60 $.65 $.70 $.75

Supplemental Contribution Amounts for each Member who was an active Member on November 1, 1991

A-47



Employees Hired On and After November 1, 1985
Active Members on November 1, 1991, who attained at least age 49 on December 31, 1991, and who elected retiree medical coverage
Age on December 31, 1991			Monthly Supplemental Contribution Amount
49			$60.00
50			$60.00
51			$60.00
52			$65.00
53			$65.00
54			$70.00
55 and older			$75.00
Active Members on November 1, 1991, who attained at least age 49 on December 31, 1991 and who do not have retiree medical coverage
Age on December 31, 1991			Monthly Supplemental Contribution Amount
49			$105.00
Employees Hired Prior to November 1, 1985
50			$105.00
51			$110.00
52			$115.00
53			$120.00
54			$125.00
55 and older			$130.00

A-48



Active Members on November 1, 1991, who had not attained age 49 on December 31, 1991
Age on December 31, 1991	Monthly Supplemental Contribution Amount
25 or less	$10.00
26	$11.00
27	$13.00
28	$15.00
29	$17.00
30	$19.00
31	$21.00
32	$23.00
33	$25.00
34	$27.00
35	$29.00
36	$31.00
37	$34.00
38	$37.00
39	$40.00
40	$44.00
41	$48.00
42	$52.00
43	$54.00
44	$60.00
45	$65.00
46	$70.00
47	$75.00
48	$80.00

Such monthly supplemental Contribution Amounts so contributed for the benefit of the eligible active Member shall be allocated to and held in the Member’s Account. Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM XIII

Consolidated Defined Contribution Plan

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Consolidated DC Participants who became covered by the Plan as of the close of business on November 30, 2001.


1.	Covered Participants: Individuals listed on Schedule C who formerly participated in the Cooper Industries, Inc. Consolidated Defined Contribution Plan

Accounts: The Account of each Consolidated DC Participant was credited with the assets transferred with respect to him from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

A-50

ADDENDUM XIV

Cortland, New York

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York who shall become covered by the Plan as of the close of business on November 1, 2003.


1.	Covered Participants: Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York

Accounts: The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York into the Plan on November 1, 2003. Thereafter the Accounts were administered under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.


3.	Contribution Rate (Section 3.02):

A-51



Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to January 1, 1990	$.10
On and after January 1, 1990, but prior to October 30, 1992	$.35
On and after October 30, 1992, but prior to November 1, 1993	$.40
On and after November 1, 1993, but prior to October 30, 1994	$.45
On and after October 30, 1994, but prior to November 1, 1999	$.50
On and after November 1, 1999, but prior to January 27, 2003	$.55
On and after January 27, 2003, but prior to May 8, 2006	$.60
On and after May 8, 2006, but prior to May 31, 2010	$.65
On and after May 31, 2010	$.75

A-52

ADDENDUM XV

Greenville, Mississippi

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi who shall become covered by the Plan as of the close of business on November 1, 2003.


1.	Covered Participants: Individuals who formerly participated in the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi

Accounts: The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

A-53

ADDENDUM XVI

Montebello, California

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California who shall become covered by the Plan as of the close of business on November 1, 2003.


1.	Covered Participants: Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California

Accounts: The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

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ADDENDUM XVII

Dayton, Ohio


1.	Covered Facility: Dayton, Ohio


2.	Union (Section 1.01 (19)): International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, Local No. 1040

Contribution Hour (Section 1.01(10): - Except as otherwise provided in an applicable Addendum, 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, Union business hours, and bereavement leave hours. Notwithstanding the foregoing, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.


4.	Contribution Rate (Section 3.02): $.35


5.	Vested Interest (Section 5.02): Effective as of October 3, 2004, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.

A-55

ADDENDUM XVIII

Long Branch, New Jersey (including Neptune and Oceanport)


1.	Covered Facility: Long Branch, New Jersey (including Neptune and Oceanport)


2.	Union (Section 1.01 (19)): IBEW Local 2066


3.	Company Contributions (Section 3.02):



Effective Date of Contribution Rate	Company Contribution
Prior to May 1, 2009	2%
On and after May 1, 2009, but prior to May 3, 2010 3,2010	2.25%
On and after May 3, 2010, but prior to May 2, 2011 3,2011	2.5%
On and after May 2, 2011, but prior to May 1, 2012	2.75%
On and after May 1, 2012	3.0%

A-56


4 .	Vested Interest (Section 5.02):


a.	Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees, were 100% vested in their accrued employer contributions upon the merger into this Plan.


b.	Active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees 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.


c.	Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.


d.	All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Plan for Union Employees is recognized for purposes of determining a Member’s vested interest under this Plan.


e.	The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees will be age 60 under this Plan.

A-57

ADDENDUM XIX

Pinckneyville, Illinois


1.	Covered Facility: Pinckneyville, Illinois


2.	Union (Section 1.01 (19)): United Steelworkers of America, Local 7252.


3.	Company Contributions (Section 3.02):



Effective Date of Contribution Rate	Labor Grades	Contribution Rate
On and After January 1, 2009, but prior to May 27, 2009	1-4 5-6 7 – Maintenance 1-2 7 – Maintenance 3-5	$.62 $.67 $.75 $.90
On and after May 27, 2009	1-4 5-6 7 – Maintenance 1-2 7 – Maintenance 3-5 13	$.62 $.67 $.75 $.90 $.42


4.	Vested Interest (Section 5.02):


a.	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.

A-58

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.


c.	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.


5.	Contribution Hour (Section 1.01 (10)):- Standard definition. Additionally, hours for paid personal days and days off awarded for perfect attendance are included.

A-59

Exhibit 10.rr

2016 PERFORMANCE SHARE GRANT

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE 2015 STOCK PLAN

Grant Date: Grant Date

Name: Participant Name

Target Number of Performance Shares: Shares Granted

Performance Period: The three-year period beginning January 1, 2016 and ending December 31, 2018

Performance Objectives: As set forth on Appendix A hereto

Award of Performance Shares under the

Eaton Corporation plc 2015 Stock Plan

The Compensation and Organization Committee (the “ Committee ”) of the Board of Directors of Eaton Corporation plc (the “ Company ”) has granted you an award of performance shares (the “ Performance Shares ”) effective as of Grant Date (the “ Grant Date ”) under the terms and conditions of the Company’s 2015 Stock Plan (the “ Plan ”). Your target number of Performance Shares (the “ Target Number of Performance Shares ”) is set out above. Capitalized terms used without definition in this Performance Share Award Agreement (this “ Agreement ”) shall have the meanings given to such terms in the Plan. Information concerning the Performance Shares awarded to you (the “ Award ”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “ Third Party Administrator ”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned Award on the terms and conditions provided in the Plan and this Agreement.

2. Performance Shares . I acknowledge that, as of the Grant Date, the award of Performance Shares referred to above has been awarded to me, contingent on the achievement of the Performance Objectives for the Performance Period and the continuation of my employment with the Company or any of its subsidiaries as provided herein. Each Performance Share represents the contingent right to receive one (1) ordinary share of nominal value $0.01 per share (“ Ordinary Share ”) of the Company and is equivalent in value to the market value of one (1) Ordinary Share. Except as otherwise provided in the Plan or this Agreement, the Performance Shares shall be forfeited and immediately cancelled (a) if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever before the end of the performance period set out above (the “ Performance Period ”), including without limitation dismissal, resignation, divestiture of operations or retirement, or (b) to the extent that the Performance Shares are not earned based on the Company’s achievement of the Performance Objectives for the Performance Period.

If any Performance Shares are forfeited for any reason, I understand that I will not be entitled to any payment of cash or Ordinary Shares in respect of any Performance Shares so forfeited. Performance Shares that vest in accordance with Section 3 of this Agreement shall be settled by the delivery to me of an equal number of

Ordinary Shares after the Committee’s certification of the achievement of the Performance Objectives for the Performance Period and within two and one-half months after the end of the Performance Period.

3 . Determination of Payout; Vesting .

(a) Following the completion of the Performance Period, the Committee shall determine and certify in writing the extent, if any, to which the Performance Objectives have been achieved and the percentage of the Target Number of Performance Shares earned in accordance with the performance matrix set forth in Appendix A, which may range from 0% to 200% of the Target Number of Performance Shares. Notwithstanding any other provision of this Agreement to the contrary, the Committee may, in its sole discretion, determine to reduce (but not increase) the number of Performance Shares payable hereunder. The provisions of this Agreement are intended to ensure that the Performance Shares granted hereunder to any individual who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code will qualify as performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code, and this Agreement shall be interpreted and administered consistent with that intention.

(b) Vesting and payment of Performance Shares earned as described above shall be contingent on my continued employment by the Company or any of its subsidiaries through the last day of the Performance Period; provided, however, that this requirement will not apply in the event of termination of my employment by reason of death or disability (as determined by the Committee), and provided further that the Committee may, in its sole discretion, waive the requirement of continued employment (but not the requirement of achievement of the Performance Objectives) in the event of my termination of employment prior to the end of the Performance Period for reasons other than death or disability, but only if and to the extent it will not prevent any Performance Shares payable hereunder from qualifying as “performance-based compensation” under Section 162(m) of the Code. In the event of termination of my employment for the reasons stated in this Section 3(b) during the Performance Period, any Performance Shares otherwise earned hereunder shall be prorated for the amount of service during the Performance Period and shall be payable to me (or to my estate) at the same time as Performance Shares for the Performance Period are paid to other participants who remain actively employed through the end of the Performance Period and subject to the same requirements for attainment of the specified Performance Objectives as apply to such other participants’ awards.

4. Par Value . To the extent that Ordinary Shares issued upon settlement of my Award of Performance Shares are newly issued Ordinary Shares, I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction an amount equal to the nominal value, being US $0.01 per share, of such number of newly issued Ordinary Shares, or if such deduction is not made, I will pay or make arrangements with the Company for payment of such amount.

5. Transferability . The Performance Shares and any Ordinary Shares to be delivered with respect to the Performance Shares shall be non-transferable until such time as the Ordinary Shares are delivered to me hereunder. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Performance Shares or Ordinary Shares prior to the date on which the Ordinary Shares are delivered to me. Notwithstanding the foregoing provisions of this Section 5, I am permitted to designate one or more primary and contingent beneficiaries to whom any vested Performance Shares will be payable in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center at Fidelity.

6. Reorganizations, etc . The number of Performance Shares and the class of shares subject to this Award are subject to adjustment as provided in Section 11 of the Plan.

7. Dividend Equivalents and Voting Rights . I acknowledge that there are no voting or dividend rights associated with the Performance Shares such as those available to holders of Ordinary Shares of the Company. However, following the completion of the Performance Period and the Committee’s certification of the achievement of the Performance Objectives in accordance with Section 3 of this Agreement, the Company will credit my account with a dividend equivalent amount equal to the aggregate dividends paid during the Performance Period on a number of Ordinary Shares equal to the number of Performance Shares finally earned, vested and payable to me for the Performance Period. The dividend equivalent amount will be paid to me in cash at the time the Performance Shares are paid.

8. Tax Withholdings .

(a) I am responsible for all taxes and social insurance contributions owed by me in connection with the Performance Shares, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Performance Shares. The Company does not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or payment of the Performance Shares or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Performance Shares to reduce or eliminate my tax liability.

(b) Prior to any event in connection with the Performance Shares that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “ Tax Withholding Obligation ”), I am required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. My acceptance of this Agreement constitutes my instruction and authorization to the Company to withhold on my behalf the number of Ordinary Shares from those Ordinary Shares issuable to me at the time when the Performance Shares become vested or payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting or payment, as applicable. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate, to the extent necessary, as determined by the Company, to avoid negative accounting treatment. Should the Company or the affiliate withhold an amount in excess of my actual Tax Withholding Obligation, the Company and/or my employer will refund the excess, in cash, within a reasonable period and without any interest. I agree (i) to pay the Company and/or the affiliate employing me any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by applicable law, for the Company and/or the affiliate employing me to deduct cash from my regular salary payroll to cover such additional amounts. If I fail to comply with my obligations in connection with the Tax Withholding Obligation as described in this section, the Company may refuse to deliver the Ordinary Shares.

9. No Rights to Continued Employment . I acknowledge that this Award of Performance Shares does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment. Furthermore, the Performance Shares and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.

the related dividend equivalent amount) shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management Compensation Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

12. Compensation Recovery Policy . I expressly acknowledge and agree that, notwithstanding any other provision of this Agreement to the contrary, the Performance Shares and any Ordinary Shares and cash payable or paid to me hereunder are subject to reduction, cancellation or reimbursement pursuant to any applicable compensation recovery policy of the Company, as in effect from time to time, including any such policy adopted or amended to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or the rules of any applicable securities exchange. The Company’s current policy, adopted by the Board of Directors, provides that, among other items, if the Board of Directors 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 of Directors.

13. Change of Control .

(a) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 13 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Plan) of the Company.

(b) If the Performance Shares are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then, notwithstanding Section 3 hereof, the vesting and payout level shall be determined and the Performance Shares shall be deemed to have been earned and vested as of the date of the Change of Control on a prorated basis from the inception date of the Performance Period until the effective date of the Change of Control, with the Performance Objectives deemed to have been achieved at the “target” level, and the prorated Target Number of Performance Shares and related dividend equivalent amount shall be paid to me within thirty (30) days after the Change of Control, subject to Section 14 of this Agreement.

(c) If the Performance Shares are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Performance Shares shall be deemed to have been earned as of the date of the Change of Control at the “target” level or, if higher, based upon the achievement of the Performance Objectives through the date of the Change of Control as determined by the Committee, and the Award shall continue to vest thereafter subject to my continued employment through the last day of the originally scheduled Performance Period in accordance with the terms of this Agreement; provided, however that if within two

years after the Change of Control my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then the Award shall become vested as of the date of such employment termination and the vested Award (including the related dividend equivalent amount) shall be paid to me within thirty (30) days after such termination of employment, subject to Section 14 of this Agreement.

14. Section 409A of the Code . The Company intends that the Performance Shares will be exempt from or comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance with such intent. In particular, to the extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment” or words of similar import shall mean my “separation from service” with the Company within the meaning of Section 409A of the Code; (b) if I am a “specified employee” at the time of my separation from service with the Company (as determined by the Company in accordance with Section 409A of the Code), then any Performance Shares and related dividend equivalent amount otherwise payable as a result of my separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after my separation from service (or if earlier, within 60 days after my death); and (c) any vested Performance Shares and related dividend equivalent amount otherwise payable under Section 13(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code, and if payment of Performance Shares that become vested upon a Change of Control is not so permitted, payment of such vested Performance Shares and related dividend equivalent amount will be made within thirty (30) days after the earlier of the last day of the Performance Period or the date of my separation from service (subject to any six-month delay required to comply with Section 409A of the Code if I am a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is not warranted or guaranteed. I expressly acknowledge and agree that neither the Company, its subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by me (or any other individual claiming a benefit through me) as a result of this Agreement or the Performance Shares granted hereunder.

15. Nature of Grant . In accepting the grant, I acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of the Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of performance shares, or benefits in lieu of performance shares, even if performance shares have been granted repeatedly in the past and all decisions with respect to future performance share grants, if any, will be at the sole discretion of the Company;

(d) the Performance Shares and the Ordinary Shares subject to the Performance Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or my employer, and which is outside the scope of my employment contract, if any;

(e) the Performance Shares and the Ordinary Shares subject to the Performance Shares are not intended to replace any pension rights or compensation;

(f) the Performance Shares and the Ordinary Shares subject to the Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, my employer, or any subsidiary or affiliate;

(g) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;

(h) in consideration of the grant of the Performance Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Shares resulting from termination of my employment with the Company or my employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived any entitlement to pursue such claim; and

(i) in the event of termination of my employment (whether or not in breach of local labor laws), my right to vest in the Performance Shares under the Plan, if any, will terminate effective as of the date that I am no longer actively providing services and will not be extended by any notice period mandated under local law ( e.g. , active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Compensation Committee shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of the Performance Shares.

16. Data Privacy and Data Protection .

implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan or as otherwise may be required by applicable law. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

17. Non-U.S. Addendum . Notwithstanding any provisions in this Agreement, the Performance Shares shall be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix B to this Agreement (the “ Non-U.S. Addendum ”) for my country. Moreover, if I relocate to one of the countries included in the Non-U.S. Addendum, the special terms and conditions for such country will apply to me, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.

18. Legal Fees . I agree that if Eaton substantially prevails in any litigation arising out of or relating to this Agreement, Eaton shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.

19. Choice of Law, Venue, and Jurisdiction . This Agreement shall be governed by the laws of the State of Ohio, except any such laws that require the application of another jurisdiction’s laws.

20. Severability and Reformation . The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 10 or 11 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.

21. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Performance Shares without my consent. Also, Performance Shares shall be null and void to the extent the grant of Performance Shares or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. Subject to the terms and conditions of the Plan, the Committee may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions at earlier dates; provided, however, that no such action may result in the loss of the otherwise available qualification of the Performance Shares as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof.

Appendix A

[ PERFORMANCE OBJECTIVES AND PAYOUT MATRIX TBD ]

Appendix B

Non-U.S. Addendum

Exhibit 10.SS

INDEMNIFICATION AGREEMENT

This Agreement, made this ____ day of __________ 20___, by and between Eaton Corporation, an Ohio corporation (the "Company"), and ______________, (Title) ___________________ ("Indemnitee");

WHEREAS, the Company and Indemnitee are each aware of the exposure to litigation of officers, Directors and representatives of the Company as such persons exercise their duties to the Company;

WHEREAS, the Company and Indemnitee are also aware of conditions in the insurance industry that have affected and may affect in the future the Company's ability to obtain appropriate directors' and officers' liability insurance on an economically acceptable basis;

WHEREAS, the Company desires to continue to benefit from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee; and

WHEREAS, Indemnitee desires to serve or to continue to serve the Company as an officer of the Company, or, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, for so long as the Company continues to provide on an acceptable basis adequate and reliable indemnification against certain liabilities and expenses which may be incurred by Indemnitee;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. INDEMNIFICATION.

(a) The Company shall indemnify Indemnitee to the fullest extent permitted by law with respect to his activities as an officer of the Company and/or as a person who is serving or has served at the request of the Company as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, domestic or foreign, against expenses (including, without limitation, attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him ("Expenses") in connection with any claim against Indemnitee, whether or not such claim is brought by any party who may be an "insured person" under the Company's directors' and officers' liability insurance, which is the subject of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative or otherwise and whether formal or informal (a "Proceeding"), to which Indemnitee was, is, or is threatened to be made a party by reason of anything done or not done by Indemnitee in any such capacity.

(b) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company or otherwise. More specifically, the parties hereto intend that Indemnitee shall be entitled to receive, as determined by Indemnitee, payment to the maximum extent permitted by one or any combination of the following:

(I) the payments provided by the Company's Amended Regulations in effect on the date hereof, a copy of the relevant portions of which are attached hereto as Exhibit I;

(ii) the payments provided by the Articles of Incorporation, Code of Regulations, or By‑laws or their equivalent of the Company in effect at the time Expenses are incurred by Indemnitee;

(iii) the payments allowable under Ohio law in effect at the date hereof;

(iv) the payments allowable under the law of the jurisdiction under which the Company is incorporated at the time Expenses are incurred by Indemnitee;

(v) the payments available under liability insurance obtained by the Company; and

(vi) such other payments as are or may be otherwise available to Indemnitee.

Combination of two or more of the payments provided by (I) through (vi) shall be available to the extent that the Applicable Document, as hereafter defined, does not require that the payments provided therein be exclusive of other payments. The document or law providing for any of the payments listed in items (I) through (vi) above is referred to in this Agreement as the "Applicable Document." The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain the payments selected by Indemnitee under items (I) through (vi) above.

(c) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans for employees of the Company or of any of its subsidiaries without regard to ownership of such plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, trustee, employee, representative or agent of the Company which imposes duties on, or involves services by, Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and if Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, he shall be deemed to have acted in a manner consistent with the standards required for indemnification by the Company under the Applicable Documents.

2. INSURANCE.

The Company shall maintain directors' and officers' liability insurance which is at least as favorable to Indemnitee as the policy in effect on the date hereof and for so long as Indemnitee's services are covered hereunder, provided and to the extent that such insurance is available on a reasonable commercial basis. However, Indemnitee shall continue to be entitled to the indemnification rights provided hereunder regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. Any payments in fact made to Indemnitee under an insurance policy obtained or retained by the Company shall reduce the obligation of the Company to make payments hereunder by the amount of the payments made under any such insurance policy. In the event that insurance becomes unavailable in the amount or scope of coverage of the policy in effect on the date hereof on a reasonable commercial basis and the Company foregoes maintenance of all or a portion of such insurance coverage, the Company shall stand as a self‑insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify Indemnitee against any loss arising out of the reduction or cancellation of such insurance coverage.

3. PAYMENT OF EXPENSES.

At Indemnitee's request, the Company shall pay the Expenses as and when incurred by Indemnitee, after receipt of written notice pursuant to Paragraph 6 hereof and an undertaking in the form of Exhibit II attached hereto by or on behalf of Indemnitee (I) to repay such amounts so paid on Indemnitee's behalf if it shall ultimately be determined under the Applicable Document that Indemnitee is required to repay such Expenses and (ii) to reasonably cooperate with the Company concerning the Proceeding. That portion of Expenses which represents attorneys' fees and other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) days of its receipt of such notice, together with reasonable documentation evidencing the amount and nature of such Expenses.

4. ESCROW RESERVE.

The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directors, officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "Escrow Reserve"); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall only be utilized for the indemnification or advancement of expenses provided for herein in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur: (i) a tender offer shall be made and consummated for the ownership of securities of the Company representing 25% or more of the combined voting power of Company's then outstanding voting securities, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act")) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly‑owned subsidiary of the Company, (iv) any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two‑thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d‑3(d)(1)(i) of the Exchange Act (as then in effect).

5. ADDITIONAL RIGHTS.

The indemnification provided in this Agreement shall not be exclusive of any other indemnification or right to which Indemnitee may be entitled and shall continue after Indemnitee has ceased to occupy a position as an officer, director or representative as described in Paragraph 1 above with respect to Proceedings relating to or arising out of Indemnitee's acts or omissions during his service in such position.

6. NOTICE TO COMPANY.

Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit Indemnitee's rights under this Agreement.

7. COOPERATION IN DEFENSE AND SETTLEMENT.

Indemnitee shall not make any admission or effect any settlement with respect to a Proceeding without the Company's written consent unless Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company's insurers, in attempts to defend or settle such Proceeding.

8. ASSUMPTION OF DEFENSE.

Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless:

(a) the employment of counsel by Indemnitee has been authorized by the Company;

(b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances;

(c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or

(d) the Company shall not have employed counsel promptly to assume the defense of such Proceeding.

In each of the cases set forth in items (a) through (d) above, the fees and expenses of counsel shall be at the expense of the Company and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have reached either of the conclusions provided for in clauses (b) or (c) above.

9. ENFORCEMENT.

In the event that any dispute or controversy shall arise under this Agreement between Indemnitee and the Company with respect to whether Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy Indemnitee may seek to enforce this Agreement through legal action or, at Indemnitee's sole option and request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the City of Cleveland, State of Ohio, before a single arbitrator agreeable to both parties. If the parties cannot agree on a designated arbitrator within fifteen (15) days after arbitration is requested in writing by either of them, the arbitration shall proceed in the City of Cleveland, State of Ohio, before an arbitrator appointed by the American Arbitration Association. In either case, the arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or Indemnitee at any item during the five (5) years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney's fees) incurred in connection with such legal action or arbitration provided that Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that Indemnitee acted in bad faith in bringing such action or arbitration.

10. EXCLUSIONS.

Notwithstanding the scope of indemnification which may be available to Indemnitees from time to time under any Applicable Document, no indemnification, reimbursement or payment shall be required of the Company hereunder with respect to:

(a) any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or failed to act with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company;

(b) any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment;

(c) any obligation of Indemnitee based upon or attributable to Indemnitee gaining in fact any personal gain, profit or advantage to which he was not entitled; or

(d) any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (I) to enforce his rights under this Agreement or (ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding.

Nothing in this Paragraph 10 shall eliminate or diminish the Company's obligations to advance that portion of Indemnitee's Expenses which represent attorneys' fees and other costs incurred in defending any Proceeding pursuant to Paragraph 3 of this Agreement.

11. EXTRAORDINARY TRANSACTIONS.

The Company covenants and agrees that, in the event of any merger, consolidation or reorganization in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an "extraordinary transaction"), the Company shall:

(a) Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

(b) Otherwise adequately provide for the satisfaction of the Company's obligations under this Agreement, in a manner acceptable to Indemnitee.

12. NO PERSONAL LIABILITY.

Indemnitee agrees that neither the Directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement, and Indemnitee shall look solely to the assets of the Company and the Escrow Reserve referred to in Paragraph 4 hereof for satisfaction of any claims hereunder.

13. PERIOD OF LIMITATIONS.

No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of legal action within such two‑year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

14. SEVERABILITY.

If any provision, phrase, or other portion of this Agreement should be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination should become final, such provision, phrase or other portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of this Agreement enforceable,

and this Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

15. SUBROGATION.

In the event of any payment under this Agreement, the Company shall be subrogated to the extent thereof to all rights to indemnification or reimbursement against any insurer or other entity or person vested in Indemnitee, who shall execute all instruments and take all other action as shall be reasonably necessary for the Company to enforce such rights.

16. GOVERNING LAW.

The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio.

17. NOTICES.

All notices, requests, demands and other communications hereunder shall be in writing and shall be considered to have been duly given if delivered by hand and receipted for by the party to whom the notice, request, demand or other communication shall have been directed, or mailed by certified mail, return receipt requested, with postage prepaid:

(a) If to the Company, to: EATON CORPORATION

Eaton Center

1000 Eaton Boulevard

Cleveland, Ohio 44122

Attention: Corporate Secretary

b) If to Indemnitee, to: __________________________

Eaton Corporation

Eaton Center

1000 Eaton Boulevard

Cleveland, Ohio 44122

or to such other or further address as shall be designated from time to time by Indemnitee or the Company to the other.

18. TERMINATION.

This Agreement may be terminated by either party upon not less than sixty (60) days' prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of the Company hereunder (including the obligation to maintain the Escrow Reserve referred to in Paragraph 4 hereof) with respect to Indemnitee's activities prior to the effective date of the termination.

19. AMENDMENTS.

This Agreement and the rights and duties of Indemnitee and the Company hereunder may not be amended, modified or terminated except by written instrument signed and delivered by the parties hereto.

20. BINDING EFFECT.

This Agreement is and shall be binding upon and shall inure to the benefit of the parties thereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

INDEMNITEE EATON CORPORATION

_______________________________ By _________________________

Name M. M. McGuire


Title:	Title: Executive Vice President,

General Counsel and Secretary

Amendment

Limited Eaton Service

Supplemental Retirement Income Plan I

(January 1, 2003 Restatement)

WHEREAS , the Company maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan I under a January 1, 2003 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, as follows:

The first sentence of Article II is hereby amended in its entirety to read as follows: All officers of the Company and any other executive of the Company designated by the Board of Directors of Eaton Corporation plc (the "Board") shall be eligible to participate under the Limited Service Plan (a "Participant"). Each Participant shall be required to enter into an Agreement with the Company to evidence that participation.


2.	The definition of "Change in Control" in Article III of the plan is hereby amended by replacing "Company" with "Eaton Corporation plc" in each place "Company" appears.

The first sentence of Section 8.06 of the Plan is hereby amended in its entirety to read as follows: The Company fully expects to continue the Plan but it reserves the right, at any time or from time to time, by action of the Board, 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 no limited to, adverse changes in federal tax laws.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed through duly authorized persons on this 29th day of November, 2012.

EATON CORPORATION

/s/ Cynthia Brabander

Cynthia Brabander, Executive Vice President and Chief Human Resources Officer of Eaton Corporation

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 12

Ratio of Earnings to Fixed Charges



	Year ended December 31
(In millions)	2015			2014			2013		2012			2011
Income from continuing operations before income taxes and noncontrolling interests in consolidated subsidiaries	$	2,145		$	1,761		$	1,884	$	1,251		$	1,553
Adjustments
(Income) loss of equity investees	(11		)	(6		)	2		(2		)	(2		)
Distributed income of equity investees	9			4			77		19			3
Interest expensed	237			250			290		165			154
Amortization of debt issue costs	8			9			10		74			4
Estimated portion of rent expense representing interest	75			81			80		66			65
Amortization of capitalized interest	10			14			13		12			10
Adjusted income from continuing operations before income taxes	$	2,473		$	2,113		$	2,356	$	1,585		$	1,787
Fixed charges
Interest expensed	$	237		$	250		$	290	$	165		$	154
Interest capitalized	13			13			11		23			18
Amortization of debt issue costs	8			9			10		74			4
Estimated portion of rent expense representing interest	75			81			80		66			65
Total fixed charges	$	333		$	353		$	391	$	328		$	241
Ratio of earnings to fixed charges	7.43			5.99			6.03		4.83			7.41

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 21

Subsidiaries of Eaton Corporation plc

Eaton is publicly held and has no parent corporation. Eaton’s subsidiaries as of December 31, 2015 , and the state or country in which each was organized, are as follows:



Consolidated Subsidiaries (A)		Where Organized
Illumination Management Solutions, Inc.		California
Eaton Energy Solutions, Inc.		Colorado
Aeroquip International Inc.		Delaware
Bussmann International Holdings, LLC		Delaware
Bussmann International, Inc.		Delaware
CBE Services, Inc.		Delaware
Cooper B-Line, Inc.		Delaware
Cooper Bussmann, LLC		Delaware
Cooper Crouse-Hinds MTL, Inc.		Delaware
Cooper Crouse-Hinds, LLC		Delaware
Cooper Electrical International, LLC		Delaware
Cooper Enterprises LLC		Delaware
Cooper Finance USA, Inc.		Delaware
Cooper Industries International, LLC		Delaware
Cooper Industries Middle East, LLC		Delaware
Cooper Industries Poland, LLC		Delaware
Cooper Industries Vietnam, LLC		Delaware
Cooper Industries, LLC		Delaware
Cooper Interconnect, Inc.		Delaware
Cooper Lighting, LLC		Delaware
Cooper Notification, Inc.		Delaware
Cooper Power Systems, LLC		Delaware
Cooper Technologies Company		Delaware
Eaton Aerospace LLC		Delaware
Eaton Asia Investments Corporation		Delaware
Eaton Electric Holdings LLC		Delaware
Eaton Holding International LLC		Delaware
Eaton Hydraulics LLC		Delaware
Eaton Industrial Corporation		Delaware
Eaton Industries (Philippines), LLC		Delaware
Eaton International Corporation		Delaware
Eaton Worldwide LLC		Delaware
EIC Holding GP I		Delaware
EIC Holding GP II		Delaware
EIC Holding GP III		Delaware
EIC Holding GP IV		Delaware
EIC Holding I LLC		Delaware
EIC Holding II LLC		Delaware
EIC Holding III LLC		Delaware
EIC Holding IV LLC		Delaware
EIC Holding V LLC		Delaware
EIC Holding VI LLC		Delaware



Consolidated Subsidiaries (A)		Where Organized
Intelligent Switchgear Organization LLC		Delaware
McGraw-Edison Development Corporation		Delaware
MTL Instruments LLC		Delaware
MTL Partners II, Inc.		Delaware
MTL Partners, Inc.		Delaware
Standard Automation & Control LP		Delaware
Vickers International Inc.		Delaware
Viking Electronics, Inc.		Delaware
Wright Line Holding, Inc.		Delaware
Wright Line LLC		Delaware
Azonix Corporation		Massachusetts
WPI-Boston Division, Inc.		Massachusetts
Eaton Ann Arbor LLC		Michigan
Cannon Technologies, Inc.		Minnesota
Cooper Wheelock, Inc.		New Jersey
RTK Instruments Limited Liability Company		New Jersey
Cooper Wiring Devices, Inc.		New York
Ephesus Lighting, Inc.		New York
Chagrin Highlands III Limited		Ohio
Eaton (US) LLC		Ohio
Eaton Aeroquip LLC		Ohio
Eaton CHB LLC		Ohio
Eaton Corporation		Ohio
Eaton Holding II LLC		Ohio
Eaton Holding LLC		Ohio
Eaton II (US) LLC		Ohio
Eaton Leasing Corporation		Ohio
Eaton US Holdings, Inc.		Ohio
Sure Power, Inc.		Oregon
Eaton Industries (Argentina) S.A.		Argentina
Cooper Electrical Australia Pty. Limited		Australia
Eaton Industries Pty. Ltd.		Australia
Elpro Technologies Pty. Limited		Australia
CTI-VIENNA Gesellschaft zur Prüfung elektrotechnischer Industrieprodukte GmbH		Austria
Eaton Holding (Austria) G.m.b.H.		Austria
Eaton Holding G.m.b.H.		Austria
Eaton Industries (Austria) G.m.b.H.		Austria
Eaton Holding SRL		Barbados
Eaton Electric SPRL		Belgium
Eaton Filtration BVBA		Belgium
Eaton Industries (Belgium) BVBA		Belgium
Cambridge International Insurance Company Ltd.		Bermuda
Cooper Finance Group Ltd.		Bermuda
Cooper Investment Group Ltd.		Bermuda
Eaton Industries Holdings Ltd.		Bermuda
Saturn Insurance Company Ltd.		Bermuda
Aeroquip do Brasil Ltda.		Brazil
Blinda Industria e Comercio Ltda.		Brazil
Bussmann do Brasil Ltda.		Brazil



Consolidated Subsidiaries (A)		Where Organized
Cooper Power Systems do Brasil Ltda.		Brazil
Eaton Ltda.		Brazil
Eaton Power Solution Ltda.		Brazil
Hernis Scan System do Brasil Comercio E Servicos LTDA		Brazil
Moeller Electric Ltda.		Brazil
Moeller Industria de electro-electronicos do Amazonas Ltda.		Brazil
Digital Lighting Holdings Limited		British Virgin Islands
Phoenixtec International Corp.		British Virgin Islands
Senyuan International Investments Limited		British Virgin Islands
Silver Light International Limited		British Virgin Islands
Winner Hydraulics Ltd.		British Virgin Islands
Eaton Industries EOOD		Bulgaria
Aeroquip-Vickers Canada, Inc.		Canada
Cooper Finance (Canada) L.P.		Canada
Cooper Industries (Canada) Inc.		Canada
Cooper Industries (Electrical) Inc.		Canada
Cooper Industries Holdings (Canada) Inc.		Canada
Cyme International T & D Inc.		Canada
Eaton ETN Offshore Company		Canada
Eaton ETN Offshore II Company		Canada
Eaton Industries (Canada) Company		Canada
Fifth Light Technology Ltd.		Canada
Aeroquip Financial Ltd.		Cayman Islands
Cooper Colombia Investments, Ltd.		Cayman Islands
Cooper Netherlands Investments, Ltd.		Cayman Islands
Cooper Switzerland Investments, Ltd.		Cayman Islands
Cutler-Hammer Electrical Company		Cayman Islands
Cutler-Hammer Industries Ltd.		Cayman Islands
Eaton Holding I Limited		Cayman Islands
Eaton Holding II Limited		Cayman Islands
Eaton Holding III Limited		Cayman Islands
Georgetown Financial Services Ltd.		Cayman Islands
Green Holding Company		Cayman Islands
Senyuan International Holdings Limited		Cayman Islands
Eaton Industries (Chile) S.p.A.		Chile
Beijing Internormen-Filter Ltd. Co.		China
Cooper (Ningbo) Electric Co., Ltd.		China
Cooper Edison (Pingdingshan) Electronic Technologies Co., Ltd.		China
Cooper Electric (Changzhou) Co., Ltd.		China
Cooper Electric (Shanghai) Co., Ltd.		China
Cooper Electronic Technologies (Shanghai) Co., Ltd.		China
Cooper Shanghai Power Capacitor Co., Ltd.		China
Cooper Xi'an Fusegear Co., Ltd.		China
Cooper Yuhua (Changzhou) Electric Equipment Manufacturing Co., Ltd.		China
Digital Lighting (Dong Guan) Co., Ltd.		China
Dongguan Cooper Electronics Co. Ltd.		China
Dongguan Fu Li An Electronics Co., Ltd.		China
Dongguan Wiring Devices Electronics Co., Ltd.		China
Eaton (China) Investments Co., Ltd.		China



Consolidated Subsidiaries (A)		Where Organized
Eaton Electrical (Zhongshan) Co., Ltd.		China
Eaton Electrical Equipment Co., Ltd.		China
Eaton Electrical Ltd.		China
Eaton Filtration (Shanghai) Co. Ltd.		China
Eaton Fluid Power (Shanghai) Co., Ltd.		China
Eaton Hydraulics (Luzhou) Co., Ltd.		China
Eaton Hydraulics (Ningbo) Co., Ltd.		China
Eaton Hydraulics Systems (Jining) Co., Ltd.		China
Eaton Industrial Clutches and Brakes (Shanghai) Co., Ltd.		China
Eaton Industries (Jining) Co., Ltd		China
Eaton Industries (Shanghai) Co., Ltd.		China
Eaton Industries (Wuxi) Co. Ltd.		China
Eaton Power Quality (Shanghai) Co., Ltd.		China
Eaton Senstar Automotive Fluid Connector (Shanghai) Co., Ltd.		China
Eaton Truck and Bus Components (Shanghai) Co., Ltd.		China
Funke+Huster (Tianjin) Electronics Co. Ltd.		China
Guangzhou Nittan Valve Co. Ltd.		China
Kaicheng Funke+Huster (Tangshan) Mining Electrical Co. Ltd.		China
Lian Zheng Electronics (Shenzhen) Co., Ltd.		China
Moeller Electric (Shanghai) Co., Ltd.		China
Phoenixtec Electronics (Shenzhen) Co., Ltd.		China
Santak Electronics (Shenzhen) Co., Ltd.		China
Shanghai Eaton Engine Components Co., Ltd.		China
UPE Electronics (Shenzhen) Co., Ltd.		China
Cooper Industries Colombia S.A.S.		Columbia
Eaton Industries (Colombia) S.A.S.		Columbia
Eaton Electrical S.A.		Costa Rica
Eaton Electric s.r.o.		Czech Republic
Eaton Elektrotechnika s.r.o.		Czech Republic
Eaton Industries s.r.o.		Czech Republic
Eaton Electric ApS		Denmark
Eaton Filtration (Denmark) ApS		Denmark
Cutler-Hammer, SRL		Dominican Republic
Eaton Industries (Egypt) LLC		Egypt
Eaton Holec OY		Finland
Eaton Power Quality OY (Finland)		Finland
Cooper Capri S.A.S.		France
Cooper Menvier France SARL		France
Cooper Securite S.A.S.		France
Eaton France Holding S.A.S.		France
Eaton Industries (France) S.A.S.		France
Eaton Power Quality S.A.S.		France
Eaton S.A.S.		France
Eaton Technologies S.A.		France
Martek Power F SAS		France
MP Group SAS		France
MTL Instruments SARL		France
Sefelec SAS		France
Semelec SAS		France



Consolidated Subsidiaries (A)		Where Organized
CEAG Notlichtsysteme GmbH		Germany
Cooper Crouse-Hinds GmbH		Germany
Cooper Germany Holdings GmbH		Germany
Cooper Industries Finanzierungs-GbR		Germany
Cooper Industries Holdings GmbH		Germany
Cooper Investments Verwaltungsgesellschaft GmbH		Germany
Eaton Electric G.m.b.H.		Germany
Eaton Electrical IP G.m.b.H. & Co. KG		Germany
Eaton Germany G.m.b.H.		Germany
Eaton GmbH & Co. KG		Germany
Eaton Holding SE & Co. KG		Germany
Eaton Industrial IP G.m.b.H. & Co. KG		Germany
Eaton Industries G.m.b.H.		Germany
Eaton Industries Holding G.m.b.H.		Germany
Eaton Production International G.m.b.H.		Germany
Eaton Protection Systems IP G.m.b.H. & Co. KG		Germany
Eaton Safety IP G.m.b.H. & Co. KG		Germany
Eaton SE		Germany
Eaton Technologies G.m.b.H.		Germany
Eaton Technologies IP G.m.b.H. & Co. KG		Germany
FHF Bergbautechnik GmbH & Co. KG		Germany
FHF Funke+Huster Fernsig GmbH		Germany
FHF New World GmbH		Germany
Funke+Huster GmbH		Germany
GeCma Components electronic GmbH		Germany
Hein Moeller Stiftung G.m.b.H.		Germany
Institute for International Product Safety G.m.b.H.		Germany
Martek Power GmbH		Germany
MTL Instruments GmbH		Germany
Sefelec GmbH		Germany
Cooper Univel S.A.		Greece
Digital Lighting Co., Limited		Hong Kong
Eaton Enterprises Limited		Hong Kong
Eaton Power Quality Limited		Hong Kong
Martek Power Limited		Hong Kong
Riseson International Limited		Hong Kong
Scoremax Limited		Hong Kong
Silver Victory Hong Kong Limited		Hong Kong
Tai Ah Electrical Ltd.		Hong Kong
Vickers Systems Limited		Hong Kong
Cooper Bussmann Hungaria Kft.		Hungary
Eaton Enterprises (Hungary) Kft.		Hungary
Eaton Industries KFT		Hungary
Cooper India Private Limited		India
Eaton Fluid Power Limited		India
Eaton India Innovation Center LLP		India
Eaton Industrial Systems Private Limited		India
Eaton Industries Private Limited		India
Eaton Power Quality Private Limited		India



Consolidated Subsidiaries (A)		Where Organized
Eaton Technologies Private Limited		India
Internormen Filters Private Limited		India
MTL Instruments Private Limited		India
The Oxalis Protection Technology India Private Limited		India
PT. Eaton Industries		Indonesia
PT. Fluid Sciences Batam		Indonesia
Abeiron III Limited		Ireland
Cooper Industries		Ireland
Cooper Industries Trading Limited		Ireland
Eaton Capital		Ireland
Eaton Finance (Ireland) Limited		Ireland
Eaton Industries (Ireland) Ltd.		Ireland
Tractech (Ireland) Limited		Ireland
Tractech Industries (Ireland) Limted		Ireland
TT (Ireland) Acquisition Limited		Ireland
Eaton Industries (Israel) Ltd.		Israel
Cooper Csa Srl		Italy
Eaton Filtration (Italy) S.r.l.		Italy
Eaton Fluid Power S.r.l.		Italy
Eaton Industries (Italy) S.r.l.		Italy
Eaton S.r.l.		Italy
Gitiesse S.r.l.		Italy
MTL Italia Srl		Italy
Cooper Industries Japan K.K.		Japan
Eaton Electric (Japan) Ltd.		Japan
Eaton Filtration Ltd.		Japan
Eaton Industries (Japan) Ltd.		Japan
Eaton Japan Co., Ltd.		Japan
Cooper Korea Ltd.		Korea
Eaton Industries (Korea) Limited		Korea
Shinhwa Takahashi Precision Co., Ltd.		Korea
Eaton Electric S.I.A.		Latvia
Aeroquip-Vickers International S.a.r.L.		Luxembourg
Cooper International Holdings S.a.r.l.		Luxembourg
Cooper Investment Group S a.r.l.		Luxembourg
Cooper Offshore Holdings S.a.r.l.		Luxembourg
Eaton Controls (Luxembourg) S.a.r.l.		Luxembourg
Eaton Finance S.a.r.l.		Luxembourg
Eaton Holding II S.a.r.l.		Luxembourg
Eaton Holding III S.a.r.l.		Luxembourg
Eaton Holding IV S.a.r.l.		Luxembourg
Eaton Holding IX S.a.r.l.		Luxembourg
Eaton Holding S.a.r.l.		Luxembourg
Eaton Holding V S.a.r.l.		Luxembourg
Eaton Holding VI S.a.r.l.		Luxembourg
Eaton Holding VIII S.a.r.l.		Luxembourg
Eaton Holding X S.a.r.l.		Luxembourg
Eaton Holding XII B.V./S.a.r.l.		Luxembourg
Eaton Industries (Luxembourg) B.V./S.a.r.l.		Luxembourg



Consolidated Subsidiaries (A)		Where Organized
Eaton Moeller S.a.r.l.		Luxembourg
Eaton Services S.a.r.l.		Luxembourg
Eaton Technologies (Luxembourg) S.a.r.l.		Luxembourg
Martek Power SA		Luxembourg
Cooper Industries Malaysia SDN BHD		Malaysia
Eaton Industries Sdn. Bhd.		Malaysia
ETN Asia International Limited		Mauritius
ETN Holding 1 Limited		Mauritius
ETN Holding 2 Limited		Mauritius
ETN Holding 3 Limited		Mauritius
Arrow-Hart, S. de R.L. de C.V.		Mexico
Bussmann, S. de R.L. de C.V.		Mexico
Componentes de Iluminacion, S. de R.L. de C.V.		Mexico
Cooper Crouse-Hinds, S. de R.L. de C.V.		Mexico
Cooper Lighting de Mexico, S. de R.L. de C.V.		Mexico
Cooper Mexico Distribucion, S. de R.L. de C.V.		Mexico
Cooper Wiring Devices de Mexico, S.A de C.V.		Mexico
Cooper Wiring Devices Manufacturing, S. de R.L. de C.V.		Mexico
Eaton Controls, S. de R.L. de C.V.		Mexico
Eaton Enterprises, S. de R.L. de C.V.		Mexico
Eaton Industries, S. de R.L. de C.V.		Mexico
Eaton Solutions, S. de R.L. de C.V.		Mexico
Eaton Technologies, S. de R.L. de C.V.		Mexico
Eaton Trading Company, S. de R.L. de C.V.		Mexico
Eaton Truck Components, S. de R.L. de C.V.		Mexico
Electromanufacturas, S de R.L. de C.V.		Mexico
Iluminacion Cooper de las Californias, S de R.L. de C.V.		Mexico
Martek Power S.A. de C.V.		Mexico
Eaton Electric S.a.r.l.		Morocco
Eaton Industries (Morocco) LLC		Morocco
Cooper Crouse-Hinds B.V.		Netherlands
Cooper Industries Global B.V.		Netherlands
Cooper Safety B.V.		Netherlands
Eaton B.V.		Netherlands
Eaton C.V.		Netherlands
Eaton Holding (Netherlands) B.V.		Netherlands
Eaton Holding I B.V.		Netherlands
Eaton Holding III B.V.		Netherlands
Eaton Holding V B.V.		Netherlands
Eaton Holding VI B.V.		Netherlands
Eaton Holding VII B.V.		Netherlands
Eaton Industries (Netherlands) B.V.		Netherlands
Eaton International B.V.		Netherlands
Eaton Moeller B.V.		Netherlands
MTL Instruments B.V.		Netherlands
Turlock B.V.		Netherlands
Eaton Industries Company		New Zealand
Eaton International Industries Nigeria Limited		Nigeria
Cooper Crouse-Hinds AS		Norway



Consolidated Subsidiaries (A)		Where Organized
Eaton Electric AS		Norway
Hernis Scan Systems A/S		Norway
Eaton Industries Panama S.A.		Panama
Eaton Industries SAC		Peru
Eaton Automotive Components Spolka z.o.o.		Poland
Eaton Automotive Spolka z.o.o.		Poland
Eaton Automotive Systems Spolka z.o.o.		Poland
Eaton Electric Spolka z.o.o.		Poland
Eaton Filtration (Poland) Sp. z.o.o.		Poland
Eaton I Spolka z.o.o.		Poland
Eaton Truck Components Spolka z.o.o.		Poland
Cooper Pretronica Lda.		Portugal
Eaton Madeira SGPS Lda.		Portugal
Cooper Industries Romania SRL		Romania
Eaton Electric S.r.l.		Romania
Eaton Electro Productie S.r.l.		Romania
Cooper Industries Russia LLC		Russia
Eaton LLC		Russia
Eaton II LP		Scotland
Eaton III LP		Scotland
Eaton Industries LP		Scotland
Eaton IV LP		Scotland
Eaton LP		Scotland
Eaton Manufacturing LP		Scotland
Eaton Electric d.o.o.		Serbia
Cooper Crouse-Hinds Pte. Ltd.		Singapore
Hernis Scan Systems - Asia Pte. Ltd.		Singapore
Oxalis Asia Pacific Pte Ltd		Singapore
Eaton Electric s.r.o.		Slovak Republic
Eaton Electric (South Africa) Pty Ltd.		South Africa
Eaton Hydraulics (Proprietary) Limited		South Africa
Eaton Truck Components (Proprietary) Ltd.		South Africa
Aeroquip Iberica S.L.		Spain
Cooper Crouse-Hinds, S.A.		Spain
Eaton Industries (Spain) S.L.		Spain
Productos Eaton Livia S.L.		Spain
Eaton Holec AB		Sweden
Eaton Power Quality AB		Sweden
Ultronics Nordic Sales AB		Sweden
Eaton Automation G.m.b.H		Switzerland
Eaton Automation Holding G.m.b.H.		Switzerland
Eaton Industries II G.m.b.H.		Switzerland
Eaton Industries Manufacturing G.m.b.H.		Switzerland
Eaton Manufacturing G.m.b.H.		Switzerland
Eaton Manufacturing II G.m.b.H.		Switzerland
Eaton Manufacturing III G.m.b.H.		Switzerland
Eaton Switzerland Holding I GmbH		Switzerland
Eaton Switzerland Holding II GmbH		Switzerland
Centralion Industrial Inc.		Taiwan



Consolidated Subsidiaries (A)		Where Organized
Eaton Phoenixtec MMPL Co. Ltd.		Taiwan
RTE Far East Corporation		Taiwan
Eaton Electric (Thailand) Ltd.		Thailand
Eaton Electric Company Ltd.		Thailand
Eaton Industries (Thailand) Ltd.		Thailand
Martek Power Tunisie SARL		Tunisia
Eaton Elektrik Ticaret Limited Sirketi		Turkey
Polimer Hortum Teknolojileri Ticaret Limited Sirketi		Turkey
Polimer Kaucuk Sanayi ve Pazarlama A.S.		Turkey
D.P. Eaton Electric		Ukraine
Cooper Industries FZE		United Arab Emirates
Cooper Industries Healthcare Solutions FZ-LLC		United Arab Emirates
Eaton FZE		United Arab Emirates
Aphel Ltd.		United Kingdom
Aphel Technologies Ltd.		United Kingdom
Cooper (UK) Group Limited		United Kingdom
Cooper Bussmann (U.K.) Limited		United Kingdom
Cooper Controls (Watford) Limited		United Kingdom
Cooper Controls Limited		United Kingdom
Cooper Crouse-Hinds (UK) Ltd.		United Kingdom
Cooper Fulleon Limited		United Kingdom
Cooper Industries UK Subco Limited		United Kingdom
Cooper Lighting and Safety Limited		United Kingdom
Cooper MEDC Limited		United Kingdom
Cooper Security Limited		United Kingdom
Eaton Controls (UK) Limited		United Kingdom
Eaton Electric Limited		United Kingdom
Eaton Electric Sales Ltd.		United Kingdom
Eaton Holding (UK) II Limited		United Kingdom
Eaton Holding Limited		United Kingdom
Eaton Industries (England) Limited		United KIngdom
Eaton Industries (U.K.) Limited		United Kingdom
Eaton Limited		United Kingdom
Eaton Power Quality Limited		United Kingdom
Eaton Power Solutions Limited		United Kingdom
Eaton Safety Limited		United Kingdom
EX Innovations Limited		United Kingdom
Martek Power Limited (UK)		United Kingdom
Measurement Technology Limited		United Kingdom
Menvier Overseas Holdings Limited		United Kingdom
Mount Engineering Limited		United Kingdom
Ocean Technical Systems Limited		United Kingdom
Oxalis Group Limited		United Kingdom
Polaron Components Limited		United Kingdom
Redapt Engineering Co. Limited		United Kingdom
RTK Instruments Limited		United Kingdom
The MTL Instruments Group Limited		United Kingdom
Eaton Electrical, S.A.		Venezuela
(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 24, 2016 , with respect to the consolidated financial statements of Eaton Corporation plc and the effectiveness of internal control over financial reporting of Eaton Corporation plc included in this Annual Report (Form 10-K) of Eaton Corporation plc for the year ended December 31, 2015 :



Registration number	Description	Filing date
333-207689	Form S-8 Registration Statement-2015 Stock Plan	October 30, 2015

333-202308	Form S-3 Registration Statement	February 26, 2015

333-185206	Multiple plans - Form S-8 Registration Statement	November 30, 2012

	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



/s/ Ernst & Young LLP

Cleveland, Ohio
February 24, 2016

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 24

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint Richard H. Fearon, Ken. D. Semelsberger or James P. Even his or her true and lawful attorney and agent, for him or her and in his or her name, place and stead to execute and subscribe, as attorney-in-fact, his or her signature as Director or Officer or both, as the case may be, of Eaton Corporation plc, to its Annual Report on Form 10-K for the year ended December 31, 2015 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby 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, including to file the Annual Report on Form 10-K with the Securities and Exchange Commission, as fully as he or she 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 Annual Report on Form 10-K or amendment thereto filed after December 31, 2016 .

IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, U.S.A. this 23th day of February, 2016.



/s/ Alexander M. Cutler		/s/ Richard H. Fearon
Alexander M. Cutler, Chairman; Principal Executive Officer; Director		Richard H. Fearon, Principal Financial Officer; Director


/s/ Ken D. Semelsberger		/s/ Craig Arnold
Ken D. Semelsberger, Principal Accounting Officer		Craig Arnold, Director


/s/ Todd M. Bluedorn		/s/ Christopher M. Connor
Todd M. Bluedorn, Director		Christopher M. Connor, Director


/s/ Michael J. Critelli		/s/ Charles E. Golden
Michael J. Critelli, Director		Charles E. Golden, Director


/s/ Linda A. Hill		/s/ Arthur E. Johnson
Linda A. Hill, Director		Arthur E. Johnson, Director


/s/ Ned C. Lautenbach		/s/ Deborah L. McCoy
Ned C. Lautenbach, Director		Deborah L. McCoy, Director


		/s/ Sandra Pianalto
Gregory R. Page, Director		Sandra Pianalto, Director


/s/ Gerald B. Smith
Gerald B. Smith, Director

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.1

Certification

I, Alexander M. Cutler, certify that:


1.	I have reviewed this annual report on Form 10-K of Eaton Corporation plc;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.2

Certification

I, Richard H. Fearon, certify that:


1.	I have reviewed this annual report on Form 10-K of Eaton Corporation plc;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 32.1

Certification

This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2015 (“10-K Report”).

I hereby certify that, based on my knowledge, the Report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Eaton Corporation plc

2015 Annual Report on Form 10-K

Item 15(b)

Exhibit 32.2

Certification



	Other postretirement benefits plans
	2015		2014		2013
Assumptions used to determine benefit obligation at year-end
Discount rate	4.04	%	3.79	%	4.48	%
Health care cost trend rate assumed for next year	7.10	%	6.31	%	6.64	%
Ultimate health care cost trend rate	4.75	%	4.77	%	4.77	%
Year ultimate health care cost trend rate is achieved	2025		2024		2023

Assumptions used to determine expense
Discount rate	3.79	%	4.48	%	3.79	%
Initial health care cost trend rate	6.31	%	6.64	%	6.96	%
Ultimate health care cost trend rate	4.77	%	4.77	%	4.53	%
Year ultimate health care cost trend rate is achieved	2024		2023		2022



	1% increase		1% decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement liabilities	17		(16		)



	Estimated United States pension payments		Estimated non-United States pension payments		Estimated other postretirement benefit payments
	Estimated United States pension payments		Estimated non-United States pension payments		Gross		Medicare prescription drug subsidy
2016	$	334	$	81	$	65	$	(5	)
2017	270		82		61		(4		)
2018	280		85		57		(4		)
2019	287		86		52		(3		)
2020	292		89		48		(2		)
2021 - 2025	1,515		491		199		(10		)


Level 1 -	Quoted prices (unadjusted) for identical assets in active markets.


Level 2 -	Quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument.



	Real Estate		Hedge Funds			Other			Total
Balance at December 31, 2013	$	6	$	—		$	94		$	100
Actual return on plan assets:
Gains (losses) relating to assets still held at year-end	—		1			(3		)	(2		)
Purchases, sales, settlements - net	—		53			—			53
Transfers into or out of Level 3	—		—			(31		)	(31		)
Balance at December 31, 2014	6		54			60			120
Actual return on plan assets:
Gains (losses) relating to assets still held at year-end	1		(5		)	(2		)	(6		)
Purchases, sales, settlements - net	—		43			37			80
Transfers into or out of Level 3	—		—			(9		)	(9		)
Balance at December 31, 2015	$	7	$	92		$	86		$	185