10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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)
70 Sir John Rogerson's Quay, Dublin 2, Ireland	-
(Address of principal executive offices)	(Zip Code)

+1 (440) 523-5000

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

There were 473.1 million Ordinary Shares outstanding as of March 31, 2013.

TABLE OF CONTENTS

EX-10 (ss)

EX-10 (tt)

EX-10 (uu)

EX-12

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 DEFINITION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF INCOME

	Three months ended March 31
(In millions except for per share data)	2013			2012
Net sales	$	5,310		$	3,960
Cost of products sold	3,735			2,754
Selling and administrative expense	958			702
Research and development expense	152			105
Interest expense-net	75			28
Other (income) expense-net	(10		)	3
Income before income taxes	400			368
Income tax expense	20			57
Net income	380			311
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	$	378		$	311
Net income per ordinary share
Diluted	$	0.79		$	0.91
Basic	0.80			0.93
Weighted-average number of ordinary shares outstanding
Diluted	475.1			339.8
Basic	471.9			335.4
Cash dividends declared per ordinary share	$	0.42		$	0.38

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

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three months ended March 31
(In millions)	2013			2012
Net income	$	380		$	311
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	378			311
Other comprehensive (loss) income, net of tax
Currency translation and related hedging instruments	(206		)	172
Pensions and other postretirement benefits	53			38
Cash flow hedges	(7		)	16
Other comprehensive (loss) income attributable to Eaton    ordinary shareholders	(160		)	226
Total comprehensive income attributable to Eaton   ordinary shareholders	$	218		$	537

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

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EATON CORPORATION plc

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)	March 31, 2013		December 31, 2012
Assets
Current assets
Cash	$	639	$	577
Short-term investments	397		527
Accounts receivable-net	3,685		3,510
Inventory	2,394		2,349
Deferred income taxes	459		449
Prepaid expenses and other current assets	622		432
Total current assets	8,196		7,844
Property, plant and equipment-net	3,841		3,877
Other noncurrent assets
Goodwill	14,275		14,396
Other intangible assets	6,664		6,779
Deferred income taxes	1,103		1,254
Other assets	898		1,698
Total assets	$	34,977	$	35,848
Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	84	$	757
Current portion of long-term debt	569		314
Accounts payable	1,978		1,879
Accrued compensation	318		463
Other current liabilities	1,954		2,018
Total current liabilities	4,903		5,431
Noncurrent liabilities
Long-term debt	9,473		9,762
Pension liabilities	1,794		1,997
Other postretirement benefits liabilities	728		732
Deferred income taxes	2,007		2,024
Other noncurrent liabilities	862		774
Total noncurrent liabilities	14,864		15,289
Shareholders’ equity
Eaton shareholders’ equity	15,167		15,086
Noncontrolling interests	43		42
Total equity	15,210		15,128
Total liabilities and equity	$	34,977	$	35,848

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

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EATON CORPORATION plc

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended March 31
(In millions)	2013			2012
Operating activities
Net income	$	380		$	311
Adjustments to reconcile to net cash provided by (used in) operating activities
Depreciation and amortization	245			140
Pension expense	72			69
Contributions to pension plans	(208		)	(330		)
Changes in working capital	(546		)	(388		)
Other-net	157			100
Net cash provided by (used in) operating activities	100			(98		)
Investing activities
Cash paid for acquisitions of businesses	8			—
Capital expenditures for property, plant and equipment	(122		)	(105		)
Sales of short-term investments-net	132			262
Proceeds from sale of business	761			—
Other-net	(6		)	(16		)
Net cash provided by investing activities	773			141
Financing activities
Payments on borrowings	(687		)	(1		)
Cash dividends paid	(194		)	(127		)
Exercise of employee stock options	56			43
Excess tax benefit from equity-based compensation	16			13
Other-net	(1		)	3
Net cash used in financing activities	(810		)	(69		)
Effect of currency on cash	(1		)	8
Total increase (decrease) in cash	62			(18		)
Cash at the beginning of the period	577			385
Cash at the end of the period	$	639		$	367

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

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EATON CORPORATION plc

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2012 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities Exchange Commission.

During the first quarter of 2013, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable business segments include Electrical Products and Electrical Systems and Services (which include legacy Eaton and legacy Cooper electrical businesses), and Vehicle (which includes truck and automotive drivetrain and powertrain systems businesses). See Note 13 for additional information related to these segments.

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

Note 2. ACQUISITIONS AND SALE OF BUSINESSES

In 2012, Eaton acquired businesses in separate transactions. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions. These transactions and the related annual sales prior to acquisition are summarized below:

Acquired businesses	Date of transaction	Business segment	Annual sales
Cooper Industries plc (Cooper)	November 30, 2012	Electrical Products; Electrical Systems and Services	$5,409 for 2011
A diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products.
Rolec Comercial e Industrial S.A.	September 28, 2012	Electrical Systems and Services	$85 for the 12 months ended September 30, 2012
A Chilean manufacturer of integrated power assemblies and low- and medium-voltage switchgear, and a provider of engineering services serving mining and other heavy industrial applications in Chile and Peru.
Jeil Hydraulics Co., Ltd.	July 6, 2012	Hydraulics	$189 for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.
Polimer Kaucuk Sanayi ve Pazarlama A.S.	June 1, 2012	Hydraulics	$335 for 2011
A Turkish manufacturer of hydraulic and industrial hose for construction, mining, agriculture, oil and gas, manufacturing, food and beverage, and chemicals markets. This business sells its products under the SEL brand name.
Gycom Electrical Low-Voltage Power Distribution, Control and Automation	June 1, 2012	Electrical Systems and Services	$24 for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.

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Cooper Industries plc

On November 30, 2012, Eaton Corporation acquired Cooper for a purchase price of $13,192. The acquisition of Cooper has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. For accounting purposes, Eaton has been treated as the acquirer in the transaction. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The entire purchase price allocation for Cooper is preliminary. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments will be recorded during the measurement period in 2013. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the purchase accounting assessment will result in changes in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company’s results of operations and financial position. See Note 2 in the 2012 Form 10-K for additional information related to the acquisition of Cooper.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). Apex was formed by combining Cooper’s tools business with certain tools businesses from Danaher’s Tools and Components segment. Cooper and Danaher each owned a 50% interest in the joint venture, had equal representation on its board of directors and had a 50% voting interest in the joint venture.

On October 10, 2012, Cooper and Danaher announced they had entered into a definitive agreement to sell Apex to Bain Capital for approximately $1.6 billion subject to post-closing adjustments. On February 1, 2013, the sale of Apex was completed.

Note 3. ACQUISITION INTEGRATION CHARGES AND RESTRUCTURING CHARGES

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

	Three months ended March 31
	2013		2012
Acquisition integration charges
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total business segments	20		3
Corporate integration charges	6		—
Total acquisition integration charges	$	26	$	3
Transaction costs
Corporate transaction costs	$	5	$	—
Total transaction costs	$	5	$	—
Total acquisition integration charges and transaction costs before income taxes	$	31	$	3
Total after income taxes	$	22	$	2
Per ordinary share - diluted	$	0.05	$	0.01

7

Business segment integration charges for the first quarter of 2013 were related primarily to Cooper, Polimer Kaucuk Sanayi ve Pazarlama, Jeil Hydraulics and Rolec Comercial e Industrial S.A. Business segment integration charges for the first quarter of 2012 were related primarily to ACTOM Low Voltage, E. Begerow GmbH & Co. KG, Tuthill Coupling Group and Internormen Technology Group. 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.

Corporate integration charges in 2013 were related 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 are not included as a component of consideration transferred in an acquisition but are expensed as incurred. Acquisition related transaction costs in 2013 were related to the acquisition of Cooper. These charges were included in Selling and administrative expense, Interest expense-net and Other corporate expense-net, as appropriate. In Business Segment Information the charges were included in Interest expense-net and Other corporate expense-net.

See Note 2 for additional information about business acquisitions.

Restructuring Charges

During the fourth quarter of 2012, Eaton undertook restructuring activities to improve the efficiency of certain businesses. These actions resulted in a charge in 2012 of $50, comprised of severance costs totaling $34 and other non-cash expenses totaling $16. 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. See Note 13 for additional information about business segments. As of March 31, 2013, the liability related to these restructuring actions totaled $32 and is expected to be paid out during the second quarter of 2013.

Note 4. GOODWILL

A summary of goodwill follows:

	March 31, 2013		December 31, 2012
Electrical Products	$	6,163	$	6,212
Electrical Systems and Services	5,338		5,378
Hydraulics	1,380		1,404
Aerospace	1,038		1,045
Vehicle	356		357
Total goodwill	$	14,275	$	14,396

The decrease in goodwill in 2013 was related to the impact of currency translation.

Note 5. DEBT

On November 30, 2012, the closing date of the acquisition of Cooper, Eaton borrowed $1,669 on a $6.75 billion, 364-day bridge facility (the Facility) which was obtained on May 21, 2012. The Facility was obtained to finance a portion of the cash paid to acquire Cooper and was available in a single draw on the closing date of the acquisition. On February 1, 2013, Eaton repaid the outstanding balance on the Facility.

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Note 6. RETIREMENT BENEFITS PLANS

The components of retirement benefits expense follow:

	Three months ended March 31
	United States pension benefit expense						Non-United States pension benefit expense						Other postretirement benefits expense
	2013			2012			2013			2012			2013			2012
Service cost	$	32		$	29		$	15		$	12		$	5		$	4
Interest cost	37			34			20			19			9			9
Expected return on plan assets	(57		)	(45		)	(21		)	(19		)	(2		)	(1		)
Amortization	33			29			7			4			3			4
	45			47			21			16			15			16
Settlement loss	6			4			—			2			—			—
Total expense	$	51		$	51		$	21		$	18		$	15		$	16

Note 7. 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 (including asbestos claims), antitrust matters and employment-related matters. 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.

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 March 31, 2013, the Company has a total accrual of 91 Brazilian Reais related to this matter ($45 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ($30 based on current exchange rates) with an additional 31 Brazilian Reais recognized through March 31, 2013 ($15 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. 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 be 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. Following a four week trial on liability only, on October 8, 2009, the jury returned a verdict in favor of Meritor. Eaton firmly believes that it competes fairly and honestly for business in the marketplace, and that at no time did it act in an anti-competitive manner. During an earlier stage in the case, the judge concluded that damage estimates contained in a report filed by Meritor were not based on reliable data and the report was specifically excluded from the case. On November 3, 2009, Eaton filed a motion for judgment as a matter of law and to set aside the verdict. That motion was denied on March 10, 2011. On March 14, 2011, Eaton filed a motion for entry of final judgment of liability, zero damages and no injunctive relief. That motion was denied on June 9, 2011. On August 19, 2011, the Court entered final judgment of liability but awarded zero damages to plaintiffs. The Court also entered an injunction prohibiting Eaton from offering rebates or other incentives based on purchasing targets but stayed the injunction pending appeal. Eaton appealed the liability finding and the injunction to the Third Circuit Court of Appeals. Meritor cross-appealed the finding of zero damages. On September 28, 2012, the Court of Appeals affirmed the District Court's denial of Eaton's motion for judgment as a matter of law, and let stand the jury verdict in favor of Meritor. The Third Circuit also ruled that the plaintiffs' damages report was properly excluded, but reversed the judgment of zero damages and ordered that the District Court must allow plaintiffs a limited opportunity to amend the damages report, which may be re-considered for reliability and admissibility. Injunctive relief also was vacated. An estimate of any potential loss related to this action cannot be made at this time.

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Note 8. INCOME TAXES

The effective income tax rate for the first quarter of 2013 was 5.0% compared to 15.6% for the first quarter of 2012. The lower effective tax rate in the first quarter of 2013 was primarily attributable to recording in the first quarter of 2013 the entire U.S. research and experimentation credit for 2012 as a result of a legislative change that occurred in January 2013, the effects of the Cooper transaction and integration, and enhanced utilization of foreign tax credits in the U.S.

At the end of the fourth quarter of 2011, the IRS issued a Statutory Notice of Deficiency (Notice) for Eaton's 2005 and 2006 tax years. The Notice proposes 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. The Notice was issued despite the IRS having previously recognized the validity of the Company's transfer pricing methodology by entering into two successive binding Advance Pricing Agreements (APAs) that approved and, in fact, required the application of the Company's transfer pricing methodology for the ten year period of 2001 through 2010. 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 Notice being issued, the IRS sent a letter stating that it was canceling the APAs.

The Company firmly believes that the proposed assessments are without merit. The Company also believes that it was in full compliance with the terms of the two APAs, and that the IRS's unilateral attempt to retroactively cancel these two binding contracts is also without merit, and represents a breach of the two contracts. 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 two APA contracts meets the arms-length standard set by the U.S. income tax laws, and accordingly, that the two APA contracts should be enforced in accordance with their terms. On June 11, 2012, the Company filed a motion for partial summary judgment with the U.S. Tax Court, asking the U.S. Tax Court to find that the APAs are binding contracts and that the IRS has the burden of proving that it is entitled to cancel the APAs. On October 22, 2012, a hearing on the partial summary judgment motion was held at the U.S. Tax Court. A decision on the motion is pending. The Company believes that the ultimate resolution of this matter will not have a material adverse impact on its consolidated financial statements.

Note 9. EQUITY

The changes in Shareholders’ equity follow:

	Eaton shareholders’ equity			Noncontrolling interests			Total equity
Balance at December 31, 2012	$	15,086		$	42		$	15,128
Net income	378			2			380
Other comprehensive loss	(160		)	—			(160		)
Cash dividends paid and accrued	(199		)	(1		)	(200		)
Issuance of shares under equity-based compensation plans-net	62			—			62
Balance at March 31, 2013	$	15,167		$	43		$	15,210

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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, 2012	$	(393	)	$	(1,599	)	$	2		$	(1,990	)
Other comprehensive (loss) income     before reclassifications	(206		)	21			(6		)	(191		)
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			32			(1		)	31
Net current-period other comprehensive    (loss) income	(206		)	53			(7		)	(160		)
Balance at March 31, 2013	$	(599	)	$	(1,546	)	$	(5	)	$	(2,150	)

The reclassifications out of Accumulated other comprehensive loss follow:

	Three months ended March 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(49	)	1
	(49		)
Tax benefit	17
Total, net of tax	(32		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	—			Interest expense-net
Currency exchange contracts	1			Cost of products sold
Commodity contracts	—			Cost of products sold
	1
Tax expense	—
Total, net of tax	1
Total reclassifications for the period	$	(31	)

¹ These components of Accumulated other comprehensive loss are included in the computation of net periodic pension cost. See Note 6 for additional information about defined benefit pension items.

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Net Income per Ordinary Share

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

	Three months ended March 31
(Shares in millions)	2013		2012
Net income attributable to Eaton ordinary shareholders	$	378	$	311
Weighted-average number of ordinary shares outstanding-diluted	475.1		339.8
Less dilutive effect of equity-based compensation	3.2		4.4
Weighted-average number of ordinary shares outstanding-basic	471.9		335.4
Net income per ordinary share
Diluted	$	0.79	$	0.91
Basic	0.80		0.93

For the first quarter of 2013 and 2012, 0.1 million and 0.9 million stock options, respectively, were excluded from the calculation of diluted net income per ordinary share 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.

Note 10. 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)
March 31, 2013
Cash	$	639	$	639	$	—	$	—
Short-term investments	397		397		—		—
Net derivative contracts	73		—		73		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	79		—		79		—
December 31, 2012
Cash	$	577	$	577	$	—	$	—
Short-term investments	527		527		—		—
Net derivative contracts	83		—		83		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	87		—		87		—

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 recognized 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 $10,042 and fair value of $10,647 at March 31, 2013 compared to $10,076 and $10,793, respectively, at December 31, 2012. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities.

Note 11. 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 Condensed 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 income (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 income (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 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.

Eaton uses certain of its debt denominated in various currencies to hedge portions of its net investments in foreign operations against currency exposure (net investment hedges). Debt denominated in various currencies and designated as non-derivative net investment hedging instruments was $106 and $116 at March 31, 2013 and December 31, 2012, respectively.

13

Derivative Financial Statement Impacts

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
March 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,540	$	3	$	76	$	—	$	—	Fair value	3 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	388		3		—		8		—		Cash flow	12 to 36 months
Commodity contracts	7		—		—		—		—		Cash flow	12 months
Total			$	6	$	76	$	8	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,417	$	39			$	38				12 months
Commodity contracts	8		—				—					12 months
Total			$	39			$	38
December 31, 2012
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,290	$	2	$	85	$	—	$	—	Fair value	6 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	451		9		—		4		—		Cash flow	12 to 36 months
Commodity contracts	17		—		—		—		—		Cash flow	12 months
Total			$	11	$	85	$	4	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,997	$	23			$	31				12 months
Commodity contracts	19		1				—					12 months
Total			$	24			$	31

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.

14

Amounts recognized in Accumulated other comprehensive income (loss) follow:

	Three months ended March 31
	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)		Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—		$	—	$	(1	)	$	—
Currency exchange contracts	(9		)	1		9			(2		)
Commodity contracts	—			—		4			(2		)
Total	$	(9	)	$	1	$	12		$	(4	)

Gains and losses reclassified from Accumulated other comprehensive income (loss) to the Consolidated Statements of Income were recognized in Cost of products sold.

Amounts recognized in net income follow:

	Three months ended March 31
	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(8	)	$	(10	)
Related long-term debt converted to floating interest    rates by interest rate swaps	8			10
	$	—		$	—

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

Note 12. INVENTORY

The components of inventory follow:

	March 31, 2013			December 31, 2012
Raw materials	$	972		$	922
Work-in-process	417			426
Finished goods	1,125			1,134
Inventory at FIFO	2,514			2,482
Excess of FIFO over LIFO cost	(120		)	(133		)
Total inventory	$	2,394		$	2,349

Note 13. BUSINESS SEGMENT 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.

During the first quarter of 2013, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable business segments include Electrical Products and Electrical Systems and Services (which include legacy Eaton and legacy Cooper electrical businesses), and Vehicle (which includes truck and automotive drivetrain and powertrain systems businesses).

15

Electrical Products consists of electrical components, industrial controls, residential products, single phase power quality, emergency lighting, fire detection, wiring devices, structural support systems, circuit protection, and lighting products.

Electrical Systems and Services 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.

For the reportable segments that were re-segmented, previously reported segment financial information has been updated for all periods reported in 2012 and 2011. The re-segmentation did not impact previously reported consolidated results of operations. Business Segment Information includes the results of acquisitions from the dates of the transactions. See Note 2 for additional information related to business acquisitions.

	Three months ended March 31
	2013			2012
Net sales
Electrical Products	$	1,660		$	886
Electrical Systems and Services	1,521			852
Hydraulics	756			735
Aerospace	434			430
Vehicle	939			1,057
Total net sales	$	5,310		$	3,960
Segment operating profit
Electrical Products	$	241		$	139
Electrical Systems and Services	210			76
Hydraulics	78			109
Aerospace	62			60
Vehicle	132			160
Total segment operating profit	723			544
Corporate
Amortization of intangible assets	(107		)	(42		)
Interest expense-net	(75		)	(28		)
Pension and other postretirement benefits expense	(38		)	(41		)
Inventory step-up adjustment	(33		)	(2		)
Other corporate expense-net	(70		)	(63		)
Income before income taxes	400			368
Income tax expense	20			57
Net income	380			311
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	$	378		$	311

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

	Three months ended March 31
	2013		2012
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total	$	20	$	3

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Corporate acquisition integration charges, related to the acquisition of Cooper, totaled $6 in 2013 and are included above in Other corporate expense-net. Acquisition-related transaction costs, such as investment banking, legal and other professional fees, are included above in Interest expense-net and Other corporate expense-net. In 2013, these charges totaled $5 and were related to the acquisition of Cooper. There were no significant Corporate acquisition-related transaction costs in the three months ended March 31, 2012. See Note 3 for additional information about acquisition integration charges and transaction costs.

For additional information regarding Eaton’s business segments, see Note 14 to the Consolidated Financial Statements contained in the 2012 Form 10-K.

New Business Segments - Results of Operations

Electrical Products

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,846		$	1,138		$	919		$	903		$	886		$	3,619		$	853		$	923		$	947		$	896
Operating profit	640			178			172			151			139			531			119			135			136			141
Operating margin	16.6		%	15.6		%	18.7		%	16.7		%	15.7		%	14.7		%	14.0		%	14.6		%	14.4		%	15.7		%
Acquisition integration charges	$	4		$	3		$	1		$	—		$	—		$	1		$	—		$	1		$	—		$	—
Before acquisition integration    charges
Operating profit	$	644		$	181		$	173		$	151		$	139		$	532		$	119		$	136		$	136		$	141
Operating margin	16.7		%	15.9		%	18.8		%	16.7		%	15.7		%	14.7		%	14.0		%	14.7		%	14.4		%	15.7		%

Electrical Systems and Services

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,872		$	1,197		$	910		$	913		$	852		$	3,557		$	967		$	906		$	873		$	811
Operating profit	424			146			111			91			76			352			123			83			85			61
Operating margin	11.0		%	12.2		%	12.2		%	10.0		%	8.9		%	9.9		%	12.7		%	9.2		%	9.7		%	7.5		%
Acquisition integration charges	$	13		$	5		$	1		$	5		$	2		$	9		$	2		$	2		$	2		$	3
Before acquisition integration    charges
Operating profit	$	437		$	151		$	112		$	96		$	78		$	361		$	125		$	85		$	87		$	64
Operating margin	11.3		%	12.6		%	12.3		%	10.5		%	9.2		%	10.1		%	12.9		%	9.4		%	10.0		%	7.9		%

Vehicle

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,914		$	871		$	939		$	1,047		$	1,057		$	4,390		$	1,078		$	1,157		$	1,133		$	1,022
Operating profit	$	570		$	98		$	144		$	168		$	160		$	695		$	179		$	201		$	175		$	140
Operating margin	14.6		%	11.3		%	15.3		%	16.0		%	15.1		%	15.8		%	16.6		%	17.4		%	15.4		%	13.7		%

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ITEM 2. 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

Eaton Corporation plc (Eaton or Company) is a diversified power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2012 net sales of $16.3 billion, the Company is a global technology leader in electrical products, systems and services for power quality, distribution and control, power transmission, lighting and wiring products; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 103,000 employees in over 50 countries, and sells products to customers in more than 175 countries.

In 2012, Eaton acquired certain businesses that affect comparability on a year over year basis, the most substantial of which was Cooper Industries plc (Cooper). Cooper was acquired November 30, 2012 for a purchase price of $13,192. See Note 2 in the 2012 Form 10-K for additional information on the acquisition of Cooper. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation. For a complete list of business acquisitions impacting the comparative periods, see Note 2 to the Condensed Consolidated Financial Statements.

The acquisition of Cooper has significantly transformed Eaton's mix of businesses. As a result, during the first quarter of 2013, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable business segments include Electrical Products and Electrical Systems and Services (which include legacy Eaton and legacy Cooper electrical businesses), and Vehicle (which includes truck and automotive drivetrain and powertrain systems businesses). For those reportable segments that were re-segmented, previously reported segment financial information has been updated for all periods reported in 2012 and 2011. For additional information regarding the re-segmentation, see Note 13 to the Condensed Consolidated Financial Statements. The re-segmentation did not impact previously reported consolidated results of operations. For additional information regarding Eaton’s business segments, see Note 14 to the Consolidated Financial Statements contained in the 2012 Form 10-K.

Summary of Results of Operations

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

	Three months ended March 31
	2013		2012
Net sales	$	5,310	$	3,960
Net income attributable to Eaton ordinary shareholders	378		311
Net income per ordinary share-diluted	$	0.79	$	0.91

RESULTS OF OPERATIONS

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 expense, each of which excludes amounts that differ from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of each of these financial measures to the most directly comparable GAAP measure is included in the table below and in the discussion of the operating results of each business segment. 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 Condensed Consolidated Financial Statements.

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Consolidated Financial Results

	Three months ended March 31						Increase (decrease)
	2013			2012
Net sales	$	5,310		$	3,960		34	%
Gross profit	1,575			1,206			31	%
Percent of net sales	29.7		%	30.5		%
Income before income taxes	400			368			9	%
Net income	$	380		$	311		22	%
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	378			311			22	%
Excluding acquisition integration charges    and transaction costs (after-tax)	22			2
Operating earnings	$	400		$	313		28	%
Net income per ordinary share-diluted	$	0.79		$	0.91		(13	)%
Excluding per share impact of acquisition integration    charges and transaction costs (after-tax)	0.05			0.01
Operating earnings per ordinary share	$	0.84		$	0.92		(9	)%

Net Sales

Net sales in the first quarter of 2013 increased 34% compared to the first quarter of 2012. The sales increase was due to an increase of 40% from acquisition of businesses partially offset by a decrease of 5% in core sales and a decrease of 1% from the impact of currency translation. The decrease in core sales in the first quarter of 2013 was primarily due to lower demand as a result of continued subdued economic growth in Europe and reduced demand in certain Vehicle markets in the U.S.

Gross Profit

Gross profit increased 31% in the first quarter of 2013 compared to the first quarter of 2012. Gross profit margin decreased 0.8 percentage points from 30.5% in the first quarter of 2012 to 29.7% in the first quarter of 2013 largely due to the impact from reduced volumes in certain markets.

Income Taxes

The effective income tax rate for the first quarter of 2013 was 5.0% compared to 15.6% for the first quarter of 2012. The lower effective tax rate in the first quarter of 2013 was primarily attributable to recording in the first quarter of 2013 the entire U.S. research and experimentation credit for 2012 as a result of a legislative change that occurred in January 2013, the effects of the Cooper transaction and integration, and enhanced utilization of foreign tax credits in the U.S.

Net Income

Net income attributable to Eaton ordinary shareholders of $378 in the first quarter of 2013 increased 22% compared to Net income attributable to Eaton ordinary shareholders of $311 in the first quarter of 2012. The increase in Net income attributable to Eaton ordinary shareholders in the first quarter of 2013 was primarily due to higher sales volumes resulting from the acquisition of businesses, the most substantial of which was Cooper, and a lower effective tax rate. Net income per ordinary share of $0.79 in the first quarter of 2013 decreased 13% from Net income per ordinary share of $0.91 in the first quarter of 2012. The decrease in Net income per ordinary share in the first quarter of 2013 reflects the impact of the shares issued in the acquisition of Cooper and purchase price accounting charges resulting from the transaction.

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Business Segment Results of Operations

The following is a discussion of Net sales, operating profit and operating 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 acquisition integration charges, see Note 2 and Note 3 to the Condensed Consolidated Financial Statements, respectively.

Electrical Products

	Three months ended March 31						Increase
	2013			2012
Net sales	$	1,660		$	886		87	%
Operating profit	241			139			73	%
Operating margin	14.5		%	15.7		%
Acquisition integration charges	$	3		$	—
Before acquisition integration charges
Operating profit	$	244		$	139		76	%
Operating margin	14.7		%	15.7		%

Net sales increased 87% in the first quarter of 2013 compared to the first quarter of 2012 primarily due to an increase of 92% from the acquisition of businesses, partially offset by a decrease in core sales of 4% and a decrease of 1% from the impact of currency translation. The decrease in core sales in the first quarter of 2013 reflects lower sales demand from continued weakness in Europe, mixed conditions in Asia Pacific, and modest strength in the U.S., Middle East, and Latin America.

Operating profit before acquisition integration charges in the first quarter of 2013 increased 76% from the first quarter of 2012 primarily due to the acquisition of businesses, as noted above. Operating margin before acquisition integration charges decreased 1.0 percentage point from 15.7% in the first quarter of 2012 to 14.7% in the first quarter of 2013. The decrease in operating margin in the first quarter of 2013 was primarily due to the changed mix of products in the segment as a result of the acquisitions and lower core sales.

Electrical Systems and Services

	Three months ended March 31
	2013			2012			Increase
Net sales	$	1,521		$	852		79	%
Operating profit	210			76			176	%
Operating margin	13.8		%	8.9		%
Acquisition integration charges	$	5		$	2
Before acquisition integration charges
Operating profit	$	215		$	78		176	%
Operating margin	14.1		%	9.2		%

Net sales increased 79% in the first quarter of 2013 compared to the first quarter of 2012 due to an increase of 80% from the acquisition of businesses, partially offset by a decrease of 1% from the impact of currency translation. Core sales in the first quarter of 2013 were flat compared to the first quarter of 2012, reflecting continued strength in the U.S., Middle East, and Latin America, offset by weakness in Europe and mixed conditions in Asia Pacific.

20

Operating profit before acquisition integration charges in the first quarter of 2013 increased 176% from the first quarter of 2012. Operating margin before acquisition integration charges increased 4.9 percentage points from 9.2% in the first quarter of 2012 to 14.1% in the first quarter of 2013. The increase in operating margin in the first quarter of 2013 was primarily due to the changed mix of products in the segment as a result of the acquisitions.

Hydraulics

	Three months ended March 31						Increase (decrease)
	2013			2012
Net sales	$	756		$	735		3	%
Operating profit	78			109			(28	)%
Operating margin	10.3		%	14.8		%
Acquisition integration charges	$	12		$	1
Before acquisition integration charges
Operating profit	$	90		$	110		(18	)%
Operating margin	11.9		%	15.0		%

Net sales in the first quarter of 2013 increased 3% compared to the first quarter of 2012 due to an increase of 13% from the acquisition of businesses, partially offset by a decrease in core sales of 9% and a decrease of 1% from the impact of currency translation. The decrease in core sales in the first quarter of 2013 primarily reflects lower demand in the mining and global construction equipment markets.

Operating profit before acquisition integration charges in the first quarter of 2013 decreased 18% from the first quarter of 2012. Operating margin before acquisition integration charges decreased 3.1 percentage points from 15.0% in the first quarter of 2012 to 11.9% in the first quarter of 2013. The decrease in operating margin in the first quarter of 2013 was primarily due to lower core sales volumes and product mix as noted above.

Aerospace

	Three months ended March 31						Increase
	2013			2012
Net sales	$	434		$	430		1	%
Operating profit	62			60			3	%
Operating margin	14.3		%	14.0		%

Net sales in the first quarter of 2013 increased 1% compared to the first quarter of 2012, due to an increase in core sales of 2%, partially offset by a 1% decrease from the impact of currency translation. The increase in core sales in the first quarter of 2013 was primarily due to higher sales in the commercial OEM market.

Operating profit in the first quarter of 2013 increased 3% from the first quarter of 2012. Operating margin increased 0.3 percentage points from 14.0% in the first quarter of 2012 to 14.3% in the first quarter of 2013.

21

Vehicle

	Three months ended March 31						Decrease
	2013			2012
Net sales	$	939		$	1,057		(11	)%
Operating profit	132			160			(18	)%
Operating margin	14.1		%	15.1		%

Net sales decreased 11% in the first quarter of 2013 compared to the first quarter of 2012 due to a decrease in core sales of 8% and a decrease of 3% from the impact of currency translation. Core sales in the first quarter of 2013 were primarily impacted by lower sales volumes in the NAFTA Class 8 market and weakness in the light vehicle market in Europe, partially offset by higher sales in the Brazil truck markets.

Operating profit in the first quarter of 2013 decreased 18% from the first quarter of 2012. Operating margin decreased 1.0 percentage points from 15.1% in the first quarter of 2012 to 14.1% in the first quarter of 2013. The decrease in operating margin in the first quarter of 2013 was primarily due to lower core sales volumes.

Corporate Expense

	Three months ended March 31				Increase (decrease)
	2013		2012
Amortization of intangible assets	$	107	$	42	155	%
Interest expense-net	75		28		168	%
Pension and other postretirement benefits expense	38		41		(7	)%
Inventory step-up adjustment	33		2		NM
Other corporate expense-net	70		63		11	%
Total corporate expense	$	323	$	176	84	%

Total Corporate expense increased 84% in the first quarter of 2013 to $323 from $176 in the first quarter of 2012 primarily due to the acquisition of Cooper. The acquisition of Cooper resulted in an increase of 155% in Amortization of intangible assets, an increase of 168% in Interest expense-net, primarily related to financing activities in conjunction with the acquisition, and an Inventory step-up adjustment of $33 in the first quarter of 2013 compared to $2 in the first quarter of 2012.

For additional information regarding the acquisition of Cooper, see Note 2 to the Consolidated Financial Statements contained in the 2012 Form 10-K.

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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 credit facilities that support commercial paper borrowings. There were no borrowings outstanding under these revolving credit facilities at March 31, 2013. 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.

Eaton was in compliance with each of its debt covenants as of March 31, 2013 and for all periods presented.

Undistributed Assets of Non-U.S. Subsidiaries

At March 31, 2013, approximately 86% of the Company's consolidated cash and short-term investments resided in non-U.S. locations. These funds are considered permanently reinvested to be used to expand operations either organically or through acquisitions outside the U.S. The largest growth areas that are expected to require capital are in developing markets. The Company's U.S. operations generate cash flow sufficient to satisfy U.S. operating requirements and service its debt. The Company does not intend to repatriate any significant amounts of cash to the U.S. in the foreseeable future.

Sources and Uses of Cash Flow

Operating Cash Flow

Net cash provided by operating activities was $100 in the first three months of 2013, an increase of $198 compared to a use of cash of $98 in the first three months of 2012. Higher operating cash flow in the first three months of 2013 compared to the first three months of 2012 was due to lower contributions to defined benefits plans and higher net income, partially offset by higher working capital requirements due to the acquisition of Cooper.

Investing Cash Flow

Net cash provided by investing activities was $773 in the first three months of 2013, an increase of $632 compared to $141 in the first three months of 2012. Investing cash flows in 2013 were primarily impacted by the proceeds from the sale of Apex Tool Group, LLC (Apex) totaling $761, partially offset by a decrease in sales of short-term investments from $262 in the first three months of 2012 to $132 in the first three months of 2013. For additional information on the sale of Apex, see Note 2 to the Condensed Consolidated Financial Statements.

Financing Cash Flow

Net cash used in financing activities was $810 in the first three months of 2013, an increase of $741 compared to $69 in the first three months of 2012. The increase was primarily due to repayments on the bridge facility totaling $669 and cash dividends paid totaling $194.

23

FORWARD-LOOKING STATEMENTS

This Form 10-Q Report contains forward-looking statements. 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; increases 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; 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in exposures to market risk since December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES.

      Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), 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 Eaton’s disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of March 31, 2013.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s 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 Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in Eaton’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, Eaton’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding the Company's current legal proceedings is presented in Note 7 and Note 8 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS.

“Item 1A. Risk Factors” in Eaton's 2012 Form 10-K includes a discussion of the Company's risk factors. There have been no material changes from the risk factors described in the 2012 Form 10-K.

ITEM 6. EXHIBITS.

Exhibits — See Exhibit Index attached.

24

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:	May 3, 2013	By:	/s/ Richard H. Fearon
			Richard H. Fearon
			Principal Financial Officer
			(On behalf of the registrant and as Principal Financial Officer)

25

Eaton Corporation plc

First Quarter 2013 Report on Form 10-Q

Exhibit Index

3 (a)	Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012
3 (b)	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	Pursuant to Regulation S-K Item 601(b)(4), Eaton 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 (ss)	Eaton Savings Plan (2013 restatement) *
10 (tt)	Eaton Supplemental Retirement Plan (effective January 1, 2013) *
10 (uu)	The Eaton Puerto Rico Retirement Savings Plan (April 1, 2013 restatement) *
12	Ratio of Earnings to Fixed Charges — Filed in conjunction with this Form 10-Q Report *
31.1	Certification of Principal Executive Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
31.2	Certification of Principal Financial Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
32.1	Certification of Principal Executive Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q Report *
32.2	Certification of Principal Financial Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q 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 Label Definition 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 three months ended March 31, 2013 and 2012, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012, (iii) Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and (v) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2013.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

26

EX-10.SS

Exhibit 10 (ss)

EATON SAVINGS PLAN

2013 Restatement

TABLE OF CONTENTS

Page

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    14

Section 2.3 Headings    14

Section 2.4 Plan Provisions Controlling    14

Section 2.5 Severability    14

Section 2.6 Code and ERISA Compliance; Applicable Law    15

ARTICLE III. ELIGIBILITY    15

Section 3.1 General    15

Section 3.2 Rehire    15

ARTICLE IV. PARTICIPATION    15

Section 4.1 General    15

Section 4.2 Automatic Enrollment    16

ARTICLE V. CONTRIBUTIONS    18

Section 5.1 Member Regular Contributions; Deferred Compensation Contributions; and "Catch-Up Contributions    18

Section 5.2 Limitation on Regular and Deferred Compensation Contributions    21

Section 5.3 Company Contributions    21

Section 5.4 Allocation of Company Contributions    23

Section 5.5 Eaton Retirement Contributions    24

Section 5.6 Allocation, Payment and Vesting of Eaton Retirement Contributions    25

Section 5.7 Maximum Additions    26

Section 5.8 Excess Deferrals    28

Section 5.9 Excess Deferred Compensation Contributions    30

Section 5.10 Excess Company and Regular Contributions    34

Section 5.11 Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements    39

Section 5.12 Miscellaneous ADP/ACP Testing Provisions    41

ARTICLE VI. INVESTMENT OF FUNDS    43

Section 6.1 Investment Funds    43

Section 6.2 Investment of Member Contributions and Deferred Compensation Contributions    45

Section 6.3 Investment of Company Contributions and Eaton Retirement Contributions    46

Section 6.4 Charges and Credits to Accounts    46

Section 6.5 Investment of Income Received; Cash Balances    47

Section 6.6 Investment Values and Decisions; Exercise of Investment Discretion     47

Section6.7 Diversification of Eaton Common Shares    48

ARTICLE VII. CREDITS AND ACCOUNTS    49

Section 7.1 Credits    49

Section 7.2 Accounts    49

ARTICLE VIII. SERVICE AND VESTING    50

Section 8.1 Special Definitions    50

Section 8.2 Crediting Hours of Service    51

Section 8.3 Crediting of Continuous Service    51

Section 8.4 Vesting of Accounts    51

ARTICLE IX. LOANS TO MEMBERS    52

Section 9.1 Loan Program.    52

Section 9.2 Certain Conditions.    53

Section 9.3 Certain Standards and Requirements.    53

Section 9.4 Default and Collection.    54

Section 9.5 Deceased Member.    55

ARTICLE X. WITHDRAWALS DURING EMPLOYMENT    55

Section 10.1 Withdrawals    55

Section 10.2 Hardship Withdrawals    57

Section 10.3 Time and Form of Withdrawal Distributions    60

Section 10.4 Other Withdrawals    61

Section 10.5 HEART Act Reservist Withdrawals    61

ARTICLE XI. SETTLEMENT AFTER TERMINATION OF EMPLOYMENT    62

Section 11.1 In General    62

Section 11.2 Retirement or Disability    63

Section 11.3 Death    64

Section 11.4 Other Termination    65

Section 11.5 Value and Timing of Distributions    66

Section 11.6 Separate Accounting for Non-Vested Amounts    67

Section 11.7 Disposition of Non-Vested Amounts    68

Section 11.8 Treatment of Forfeited Amounts    69

Section 11.9 Recrediting of Forfeited Amounts    69

Section 11.10 Minimum Distribution Requirements    70

Section 11.11 Rollovers to Other Plans or IRAs    77

Section 11.12 Unclaimed Accounts    79

Section 11.13 Notice Regarding Forms of Payment    80

ARTICLE XII. COMMITTEES; FIDUCIARY RESPONSIBILITY    81

Section 12.1 Committee    81

Section 12.2 Fiduciary Responsibility    81

Section 12.3 Committee Power and Rules    83

Section 12.4 Reliance    83

Section 12.5 Indemnification    84

ARTICLE XIII. TRUST AGREEMENT    84

ARTICLE XIV. PARTICIPATING COMPANIES    85

Section 14.1 Participation of a Company    85

Section 14.2 Withdrawal of a Company    85

Section 14.3 Segregation of a Division    86

Section 14.4 Authorization    86

ARTICLE XV. ESOP PROVISIONS    86

Section 15.1 ESOP Feature    86

Section 15.2 Borrowing to Purchase Eaton Shares    86

Section 15.3 Release of Shares from Suspense Accounts    89

Section 15.4 Members Right to Diversify    94

Section 15.5 Dividend Distributions    95

Section 15.6 Voting Rights    96

Section 15.7 Tenders and Exchanges    97

Section 15.8 Distribution of Company Contributions    97

Section 15.9 Rights to Put Eaton Shares    98

Section 15.10 Restrictions on Transfer of Eaton Shares    101

Section 15.11 Appraisal Requirement If Employer Securities Not Readily Tradable    101

ARTICLE XVI. ADMINISTRATIVE COSTS    101

ARTICLE XVII. NON-ALIENATION OF BENEFITS    102

ARTICLE XVIII. NOTICES    102

ARTICLE XIX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN    103

Section 19.1 Reservation of Right to Amend    103

Section 19.2 Retroactivity    103

Section 19.3 Termination    103

Section 19.4 Provision Against Diversion; Exclusive Benefit    104

ARTICLE XX. PLAN MERGERS AND CONSOLIDATIONS; TERMS    105

Section 20.1 Merger or Consolidation    105

Section 20.2 Terms    105

Section 20.3 Transfer From Stanley Aviation Corporation 401K Plan and Trust    106

Section 20.4 Merger of EMC Engineers, Inc. 401(k) Plan    108

Section 20.1 Merger of Wright Line LLC 401(k) Plan    110

Section 20.6 Merger of CopperLogic, Inc. 401(k) Plan & Trust    112

Section 20.7 Merger of E. A. Pederson Company 401(k) Plan    114

ARTICLE XXI. MISCELLANEOUS    117

Section 21.1 Incapacity    117

Section 21.2 Limitation of Rights.    118

Section 21.3 No Right to Employment.    118

Section 21.4 Rights Relating to the Trust.    118

Section 21.5 Limitation on Participation by Persons in Foreign Countries.    119

Section 21.6 Uniformed Services    119

Section 21.7 Profit‑Sharing Plan Feature    119

Section 21.8 Miscellaneous Investment Proceeds    120

Section 21.9 Election of Former Vesting Schedule    120

Section 21.10 Issuance of Eaton Shares    121

ARTICLE XXII. TRANSFER OF FUNDS; ROLLOVERS    121

Section 22.1 Transfer from Other Qualified Plans    121

Section 22.2 Transfer to Other Qualified Plans    122

Section 22.3 Rollover Contributions    122

ARTICLE XXIII. SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT    125

Section 23.1 Definitions    125

Section 23.2 Deductible Employee Contributions    125

Section 23.3 Irrevocable Election of Deductible Contributions    126

Section 23.4 Valuation of Voluntary Deductible Account; Records    127

Section 23.5 Investment of Voluntary Deductible Accounts    127

Section 23.6 Withdrawals from Voluntary Deductible Account    127

Section 23.7 Administrative Costs    129

ARTICLE XXIV. TOP-HEAVY PLAN REQUIREMENTS    129

Section 24.1 Definitions    129

Section 24.2 Determination of Top-Heavy Status    132

Section 24.3 Top-Heavy Plan Requirements    133

Section 24.4 Minimum Vesting Requirement    133

Section 24.5 Minimum Contribution Requirement    133

Section 24.6 Coordination With Other Plans    135

Section 24.7 Actuarial Assumptions    136

Section 24.8 Construction    136

ARTICLE XXV. EFFECTIVE DATES    136

Section 25.1 General    136

Section 25.2 Legal Compliance Effective Date Provisions    137

EATON SAVINGS PLAN

2013 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 amendment which would result in a clear, direct and significant increase in benefits available under the Plan to officers of the Company (effective October 22, 1997) and (effective January 1, 1998) to change the definition of highly compensated employees and eliminate the requirements that Rollover Contributions must be requested within six (6) months of employment commencement and made within one (1) year of employment commencement. The Plan was restated effective May 1, 1998, primarily to increase the Member contribution rate, permit reallocations once each day, expand amounts available for loans and change loan repayment procedures, extend the six (6) month suspension to include bonus Matching Contributions and eliminate the six (6) month suspension of further withdrawals, change the hierarchy for withdrawals, add an automatic cash out provision, eliminate restrictions on Rollover Contributions and change distribution dates in certain circumstances. On November 17, 2000, the Plan was amended in connection with a corporate transaction involving Axcelis Technologies, Inc. Effective as of December 30, 2001, the Plan was amended to change the plan year to the calendar year. The Plan was amended and restated effective January 1, 2002, to change the name of the Plan to the "Eaton Savings Plan," to increase the permitted level of Deferred

Compensation Contributions, to change the Company Matching Contribution structure to an "ADP/ACP safe harbor" design, to eliminate bonus Matching Contributions and Company Supplemental Contributions, to eliminate the requirement that certain contributions be made from profits of the Company, to provide for additional investment options, to provide for distribution of dividends on Eaton Shares in certain circumstances, to allow Members additional diversification elections with respect to the Eaton Common Shares Fund, to make various changes to the Plan in connection with changes to the Internal Revenue Code, and to make various other administrative and conforming changes. The Plan was further amended effective January 1, 2003, to modify the rollover provisions and to eliminate the stipulation that Regular Contributions may be changed not less frequently than monthly, and further effective May 1, 2003, to permit Catch-Up Contributions and to add an Addendum reflecting minimum distribution requirements. Effective March 28, 2005, the Plan was amended to reflect automatic rollover requirements for certain mandatory distributions. Further amendments were made effective January 1, 2006, to clarify the definition of Compensation and add an Addendum to comply with final regulations issued under Code Sections 401(k) and 401(m). A further amendment provided, effective October 1, 2007, a procedure for dealing with miscellaneous investment proceeds. Provisions were added in 2008 detailing a transfer of assets and liabilities involving the Stanley Aviation Corporation 401(k) Plan and Trust, modifying withdrawal provisions to remove the suspension requirements relating to the withdrawal of certain matched Regular Contributions, and reflecting final regulations under Code Section 415. Effective April 1, 2009, Company Matching Contributions were suspended and modifications were made to reflect the ADP and ACP testing methods for the 2009 Plan Year. In 2009 amendments were adopted to comply with the provisions of the Heroes Earnings Assistance and Relief Tax Act of 2008, to reflect provisions of the Pension Protection Act of 2006, including with respect to rollovers, and to provide for discontinuance of required minimum distributions for 2009. 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 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 Common Shares Fund. Finally, the Plan is amended and restated effective January 1, 2013, except as otherwise provided herein, 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.

Section 1.2 Purposes of the Plan     ‑‑ The purposes of the Plan are to encourage eligible employees to make systematic savings through a qualified cash or deferred arrangement and through payroll deductions, to provide additional security at retirement and to acquire a proprietary interest in Eaton. Effective July 5, 1989 the portion of the Plan attributable to

Company Contributions was designed to be invested primarily in Eaton Shares and constitute an employee stock ownership plan within the meaning of Code Section 4975(e)(7). Effective January 1, 2002, the portion of the Plan that is designed to constitute an employee stock ownership plan within the meaning of Code Section 4975(e)(7) is as provided in Article XV, and the portion of the Plan that is not an employee stock ownership plan is a profit sharing plan as provided in Section 21.7.

ARTICLE II. DEFINITIONS AND CONSTRUCTION    

Section 2.1 Definitions     ‑‑ The following terms shall have the meanings stated below unless a different meaning is plainly required by the context.

(i) "Accounts": The aggregate interest of a Member under the Plan.

(ii) "Acquisition Loan": Each loan, assumption of an obligation or obligation obtained by the Trustee for the purpose of acquiring Eaton Shares from (A) a "disqualified person" within the meaning of Code Section 4975 or a "party in interest" within the meaning of ERISA Section 3(14) or (B) any other person if the obligation payable to such other person is guaranteed by such a "disqualified person" or a "party in interest" or to repay a prior Acquisition Loan. All Acquisition Loans must be for a definite period of time.

(iii) "Beneficiary": The surviving spouse of a Member or, if there is no surviving spouse or the surviving spouse consents in the manner required in the following sentence, person or persons designated by a Member by writing filed with the Committee prior to the Member's death, or if there is no such designation or if such designated person or persons are not living at the time of distribution, the Member's estate. The consent of the surviving spouse required by the preceding sentence shall be in writing, shall acknowledge the effect of such consent, shall be witnessed by a Plan representative or a notary public, and shall be effective only with respect to such spouse. A Member's surviving spouse will be deemed to have given written consent to the Member's designation of Beneficiary if the Member establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.

(iv) "Board": The Board of Directors of Eaton 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, or any one or more of them, as the context indicates, to which Eaton has extended coverage under the Plan.

(viii) "Company Contribution": Contributions by the Company required or provided for under Section 5.3 which may be "Company ESOP Contributions" or "Company Matching Contributions."

(ix) "Company Contribution Account": The Member's share of Company Contributions to the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

(x) "Compensation": Compensation shall mean base pay, including pay under any system which measures earnings by quantity and quality of production, variable pay, performance bonuses offered on a uniform basis and incentive payments (but excluding bonuses paid under the Senior Executive Incentive Compensation Plan, the Executive Incentive Compensation Plan, the Executive Strategic Incentive Compensation Plan, and any successors or similar such plans), shift premium and overtime pay, but excluding severance pay, short term disability benefits that are less than 100% of base pay, pay in lieu of vacation, cost of living allowance, retainers, fees, nonrecurring bonuses such as integration and game changer bonuses, and any other special remuneration. For purposes of this definition of "Compensation," effective for Plan Years beginning on and after July 1, 2007, if a Member has a severance from employment (as defined in Treasury Regulation §1.401(k)-1(d)(2)) with the Company and all Controlled Group Members, Compensation shall not include amounts received by the Member following such severance from employment except amounts that would otherwise have been paid to the Member in the course of his employment and are regular compensation for services during the Member's regular working 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 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.

(xiii) "Deferred Compensation Contribution": The amount which the Company is required to contribute pursuant to a Deferred Compensation Agreement. Deferred Compensation Contributions may be referred to herein, where appropriate, as Matched Deferred Compensation Contributions or Unmatched Deferred Compensation Contributions.

(xiv) "Deferred Compensation Account": Deferred Compensation Contributions to the Plan on behalf of a Member and the income, losses, appreciation and depreciation attributable to such contributions.

(xv) "Disabled": A person shall be deemed to be Disabled if the Committee shall find that he is unable to engage in his occupation with the Company because of a medically determinable physical or mental injury or impairment on the day after his eligibility to receive monthly accident and sickness insurance benefits from the Company has expired.

(xvi) "Eaton": Eaton Corporation.

(xvii) “Eaton 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": (A) Any person, including an officer, who is in the regular service of a Company in a class or group to which the Committee has extended eligibility for membership in the Plan, other than (B) a temporary

employee who is hired for a specific, limited period of time or for the performance of a specific, limited assignment, and other than (C) any person whose employment is covered by a collective bargaining agreement the terms of which do not specify coverage hereunder.

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

(xxii) "ESOP Allocation Period": Each payroll period for which an allocation of Eaton Shares released from a Suspense Account under Section 15.3 is made to Members' Accounts.

(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.

(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.

(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.

(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 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 Common 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.

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

(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.

In the case of a Member who separates from employment with the Company 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 Deferred Compensation Agreement in effect on the date of his separation. In the case of a Member who separates from employment with the Company and who is subsequently rehired after such 30 day administrative period, his participation in the Plan may resume immediately upon entering into a new Deferred Compensation Agreement, and the automatic enrollment provisions of Section 4.2 shall not apply.

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

(a)    In the case of (i) any Employee who first completes an Hour of Service 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. 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.

ARTICLE V. CONTRIBUTIONS    

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

(a)    Regular Contributions. Subject to the limitation under Section 5.2 hereof, by notice to the Company a Member may make Regular Contributions equal to a whole percentage between 1% and 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 the 15th business day of the month following the month in which the amounts are received by the employer) such Regular Contributions shall be forwarded to the Trustee, invested in the manner specified by the Member and allocated and credited to such Member's Regular Account.

(b)    Deferred Compensation Contributions. Subject to the limitation under Section 5.2 hereof, pursuant to a Deferred Compensation Agreement a Member may agree to have the Company make Deferred Compensation Contributions on his behalf, equal to a whole percentage between 1% and 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 Compensation Account. In no event shall the Company deliver Deferred Compensation Contributions to the Trustee on behalf of a Member prior to the date the Employee performs the services with respect to which the Deferred Compensation Contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

(c)    Suspension of Contributions. At any time, a Member may suspend all of his contributions to the Plan, including his Regular Contributions (if any) and his Deferred Compensation Contributions (if any), by submitting a notice of suspension in such form and in such manner as the Company shall prescribe to the Company or its designees. Such notice of suspension shall be effective as soon as practicable, as determined by the Company, after such notice of suspension has been properly submitted. A Member who has so suspended his Contributions may elect to have such Contributions resumed with or without change by submitting a new authorization in such form and in such manner as the Company shall prescribe to the Company or its designees. Such new authorization shall be effective as soon as practicable, as determined by the Company, after such new authorization has been properly submitted. A Member who is on an approved leave of absence shall not be deemed to have caused his Deferred Compensation Contributions to have been suspended.

(d) Employees who are eligible to make Deferred Compensation Contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make "catch-up contributions" in 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, 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 full payroll period beginning on or after July 1, 2010, for each $1.00 of Member Regular Contributions made by a Member for such payroll period, and for each $1.00 of Deferred Compensation Contributions made on behalf of a Member for such payroll period, such Member, shall receive, as a Company Matching Contribution (if any), an amount equal to (1) 100% of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that do not exceed 3% of such Member's Compensation for such payroll period, and (2) 50% of the aggregate of such Member Regular Contributions and Deferred Compensation Contributions that exceed 3% of such Member's Compensation for such payroll period and that do not exceed 5% of such Member's Compensation for such payroll period. With respect to each such Member, Company Matching Contributions shall first match Matched Deferred Compensation Contributions (to the extent thereof) for such payroll period and then, to the extent any additional Company Matching Contribution is required for such payroll period, Company Matching Contributions shall match Matched Regular Contributions for such payroll period. Company Matching Contributions described in this Section 5.3(b) on behalf of a Member shall consist of: (1) the Eaton Shares allocated and credited to such Member's Account under Section 15.3(g) with respect to ESOP Allocation Periods valued at fair market value at the time credited to the Company Contribution Account of such Member; and (2) the balance thereof (if any), which shall be contributed to the Plan by the Company. Company Matching Contributions described in clause (2) of the immediately preceding sentence shall be contributions to the portion of the Plan that is not the ESOP Feature.

(c)    The aggregate of Company Contributions for any taxable year shall not exceed the amount allowable under the Code to the Company as a deduction for contributions paid to the Plan.All Company Contributions shall be transferred to the Trustee as soon as is practicable. Notwithstanding the immediately preceding sentence, Company

Contributions under Section 5.3(b) shall be transferred to the Trustee no later than the last day of the Plan Year quarter that immediately follows the Plan Year quarter with respect to which such contributions were made. In no event shall the Company deliver Company Matching Contributions to the Trustee on behalf of a Member prior to the date the Employee performs the services with respect to which the matching contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

(d)    All or any portion of a Company Contribution, other than cash Company ESOP Contributions used to pay any current obligations under an Acquisition Loan, may, in Eaton's discretion, be delivered to the Trustee in the form of Eaton 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.

(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; and

(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;

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.

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, 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 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 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 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 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, Company Contributions, if any, made with respect to

such Deferred Compensation Contributions (and any income applicable thereto) shall be applied to reduce future Company Contributions.

Section 5.9 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).

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 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).

(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.

(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 compensationas 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.

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.

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 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 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(g) shall be excluded from the requirements of the foregoing provisions of this Section 5.10 for that 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.

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.

(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.

(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 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 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.

(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 Contributions) of each non-Highly Compensated Employee who has made Deferred Compensation Contributions (and Regular Contributions) for the Plan Year at

the same percentage of Compensation for the Plan Year as such Highly Compensated Employee to each such non-Highly Compensated Employee's Deferred Compensation Contributions (and Regular Contributions).

ARTICLE VI. INVESTMENT OF FUNDS    

Section 6.1 Investment Funds    

(a)    The Trust Fund shall contain investment funds ("Investment Funds" or "Funds"), which shall include a Fund designated the "Eaton Common Shares Fund," together with the earnings thereon held, managed, invested and reinvested by the Trustee consisting of Eaton Shares purchased by the Trustee, contributed by the Company or released from a Suspense Account and cash or cash equivalents as described in Section 6.5. In addition, in accordance with the Trust Agreement, the Investment Committee shall select or establish for investment of any portion of the Trust Fund (other than the Eaton Common Shares Fund) any other Fund or Funds and may modify or eliminate any such Fund. The term Fund may include an investment alternative such as a "self‑managed brokerage account," which shall be subject to any rules, procedures and restrictions prescribed by the Committee and/or the Trustee, including, without limitation, fees and expenses (which may be deducted from such investment alternative and/or Accounts in the other Funds), minimum amounts of investment in such investment(s), and any requirement that any distribution, withdrawal or loan under the Plan shall be made only from the other Funds. In exercising its authority to establish, modify, and eliminate Funds (other than the Eaton Common Shares Fund) and investment alternatives, the Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation §2550.404c‑1(b) as in effect from time to time, and the available Funds shall satisfy the requirements of Code Section 401(a)(28)(B) with respect to Section 15.4.

(b)    Regular Contributions, Deferred Compensation Contributions, 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    

(a)    Each Member may elect upon enrollment, or thereafter not more frequently than once each day, upon notice to the Committee, that, as soon as reasonably practicable thereafter, his future Regular Contributions and Deferred Compensation Contributions made on his behalf, if any, shall all be invested entirely in one of the Funds or in any of the Funds in any combination of whole percentages.

(b)    Not more frequently than once each day, a Member may direct that his existing Accounts attributable to his Regular Contributions and Deferred Compensation Contributions made on his behalf be reallocated among the Funds in a manner consistent with the requirements of Section 6.2(a).

(c)    Notwithstanding the provisions of Section 6.2(a) and Section 6.2(b), investment elections by Members under this Section 6.2 shall be subject to such restrictions as the Committee and/or Investment Committee shall from time to time prescribe. In exercising its authority with respect to such restrictions, the Committee and/or Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation §2550.404c‑1(b) as in effect from time to time and provide an opportunity for a Member to exercise control over assets in his individual account within the meaning of Department of Labor Regulation §2550.404c‑1(b) as in effect from time to time.

Section 6.3 Investment of Company Contributions and Eaton Retirement Contributions    

(a)    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 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.

(b)    Eaton Shares allocated and credited to a Member's Account under Section 15.3 with respect to ESOP Allocation Periods ending after December 31, 2001 shall be invested in accordance with Section 15.3. Not more frequently than once each day, a Member may direct that his existing Accounts attributable to Eaton Shares allocated and credited to the Member's Account under Section 15.3 with respect to ESOP Allocation Periods ending after December 31, 2001 be transferred between or among the Funds in a manner consistent with the requirements of Section 6.2.

Section 6.4 Charges and Credits to Accounts     ‑‑ Except as otherwise provided in Section 15.3, each Member's Company Contribution Account will be charged with any cash or other assets allocated to his Company Contributions Account and used by the Trustee to purchase Eaton Shares or to release Eaton Shares from a Suspense Account. Any Eaton Shares so purchased or released will be allocated to the Members' Company Contributions Accounts in the same proportions as those contributions were allocated. If Eaton Shares are acquired from a Member's Company Contributions Account to provide for distributions, his Account will be credited with the cash or other assets used to acquire the Eaton Shares.

Section 6.5 Investment of Income Received; Cash Balances     ‑‑ Subject to the provisions of Section 15.3 and Section 15.5, interest, cash dividends, shares dividends and capital gains of the Funds shall be held, invested and reinvested in the same Fund from which they were derived, provided that the Trustee may maintain, or an Investment Adviser may direct the maintenance, in cash or short‑term securities of such part of the assets of each Fund as in its sole discretion it shall deem necessary or desirable to accomplish the purposes of the Plan.

Section 6.6 Investment Values and Decisions; Exercise of Investment Discretion    

(a)    Each Member shall assume all risk in connection with any decrease in the market value of any investment in the respective Funds in which he participates, and such Funds shall be the sole source of all payments to be made under the Plan from his Accounts.

(b)    Neither any Company, the Committee, the Investment Committee, the Trustee, nor any officer or employee of any of them is authorized to advise a Member as to the manner in which contributions to the Plan and income thereon should be invested and reinvested. The election of the Fund or Funds in which a Member participates is his sole responsibility, and the fact that designated Funds are available to Members for investment shall not be construed as a recommendation for the investment of contributions hereunder in all or any of such Funds.

(c)    Any decision by a Member to invest in any Fund pursuant to this Article VI shall constitute an exercise of control over the assets allocated to his Accounts by such Member (to the extent of such exercise of control) within the meaning of Section 404(c) of ERISA, and each Member who so exercises such control shall by such exercise, release and agree, on his behalf and on the behalf of his heirs and beneficiaries, to indemnify and hold harmless the Trustee, each Company, the Investment Committee and the Committee, and any officer or employee of any of them, from and against any claim, demand, loss, liability, cost or expense (including reasonable attorney's fees) caused by or arising out of such exercise, including without limitation any diminution in value or losses incurred from such exercise.

Section 6.7 Diversification of Eaton Common Shares     ‑‑ The provisions of this Section 6.7 shall apply to any investment in the Eaton Common Shares Fund so long as Eaton Shares are publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Member whose

Accounts are invested, in whole or in part, in the Eaton Common Shares Fund shall be permitted to divest such investments and re-invest such Accounts in other Investment Funds provided under the Plan. The Plan shall offer at least three Investment Fund options as alternatives to the Eaton Common Shares Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics. The Committee shall notify each eligible Member of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Eaton Common Shares Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 6.7 if the Plan imposes any restrictions or conditions on investment in the Eaton Common Shares Fund that do not also apply to investment in the other Investment Funds.

ARTICLE VII. CREDITS AND ACCOUNTS    

Section 7.1 Credits     ‑‑ As of each Valuation Date any increase or decrease in the fair market value of each Fund since the prior Valuation Date, and all income of such Fund for such period shall be credited to or deducted from the Accounts 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:

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

(b)    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.

(c)    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 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 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 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.

Section 9.3 Certain Standards and Requirements      ‑‑ Loans made pursuant to Section 9.1, (a) shall be made available to all Members on a reasonably equivalent basis, (b) shall not be made available to highly compensated Members, officers or shareholders in a percentage amount greater than the percentage amount made available to other Members, (c) shall be secured by the Member's Account and such other collateral as the Committee may require and (d) shall be evidenced by a promissory note executed by the Member which provides for a reasonable rate of interest as determined by the Committee and for repayment in substantially equal installments not less frequently than quarterly (i) within a specified period of time, which shall not extend beyond five (5) years from the date the loan is made unless the loan proceeds are used to acquire a dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Member, in which case the repayment period may be extended for up to ten (10) years from the date the loan is

made, and (ii) upon such other terms and conditions as the Committee may determine including provision that (A) the loan shall be repaid pursuant to authorization by the Member of equal deductions from his Compensation over the repayment period sufficient to amortize fully the loan within the repayment period, (B) the loan shall be prepayable in whole (but not in part) at any time without penalty and (C) before any distribution or withdrawal is made from the Member's Account the loan shall be prepaid to the extent necessary in order that the then outstanding balance of the loan shall not exceed the amount which could be loaned under the limitations of Code Section 72(p) after reflecting such distribution or withdrawal.

Section 9.4 Default and Collection      ‑‑ Notwithstanding any other provision of the Plan to the contrary, (a) a loan made pursuant to Section 9.1 shall be a first lien against the Member's Account and any amount of principal or interest due and unpaid thereon shall be deducted by the Trustee at the direction of the Committee from such Account before the payment of any portion thereof under the provisions of Article X or Article XI to the Member or his Beneficiary, and (b) in the event a loan is not repaid in full within the period of time specified in the promissory note executed by him as hereinabove provided (or in the event of a default by a Member which, under the provisions of such promissory note, accelerates the payment of principal and interest on a loan), the Trustee shall be authorized at the direction of the Committee to deduct the then unpaid principal and interest on such loan from the Member's Account; provided, however, that no such deduction shall be made from his Account until such time as he becomes entitled to receive such part of his Account under the provisions of Article X or Article XI, and (c) the Committee, in its discretion, may direct the Trustee to take such action as the Committee may reasonably determine, including the demand for repayment of the loan and, subject to the provisions of the Trust Agreement, the institution of legal action to enforce collection of any balance due from the Member, and (d) in the event the Committee fails or refuses for any reason to direct the Trustee as provided in sub‑paragraph (c) above or if the Trustee otherwise reasonably concludes that the collectability of a loan hereunder is in jeopardy, the Trustee is authorized, after reasonable notice to the Committee, to take such action as it may reasonably determine to enforce repayment and satisfaction of the loan.

Section 9.5 Deceased Member      ‑‑ If a Member dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire loan balance or may make payments with coupons in accordance with the procedures established by the Committee.

ARTICLE X. WITHDRAWALS DURING EMPLOYMENT    

Section 10.1 Withdrawals     ‑‑ Subject to the rights of Members under Section 15.4, upon notice to the Committee a Member may elect to make a withdrawal from his Regular Account, Company Contribution Account or Deferred Compensation Account upon the conditions set forth below. The withdrawal may include one or more of the

following steps, which must be made in sequence. In each instance the amount of contributions or earnings withdrawn shall be limited to the value thereof as of the Valuation Date applicable to such withdrawal under uniform rules of the Committee. A withdrawal under step 6(b) will result in a six (6) month suspension of the Member's Regular Contributions and Deferred Compensation Contributions and Company Contributions made on the Member's behalf.

Step 1 ‑‑ withdrawal of all or a portion of the Member's Regular Account which is attributable to Matched or Unmatched Regular Contributions made prior to 1987;

Step 2 ‑‑ withdrawal of the entire amount available under Step 1 plus all or a portion of the Member's Unmatched Regular Contributions made after 1986;

Step 3 ‑‑ withdrawal of the entire amount available under Step 2 plus all or a portion of the Member's Matched Regular Account which is attributable to Regular Contributions made after 1986;

Step 4 ‑‑ withdrawal of the entire amount available under Step 3, plus all or a portion of the Member's Rollover Account (as described in Section 22.3), if any, or SPIRA (as described in Article XXIII), if any;

Step 5 ‑‑ withdrawal of the entire amount available under Step 4, plus all or a portion of the Member's Company Contribution Account, except that the portion of such Account attributable to Company Matching Contributions under Section 5.3(b) (and the earnings thereon) with respect to Compensation paid (or that in the absence of the Plan would be paid) after December 31, 2001 may not be withdrawn unless the Member is at least 59‑1/2 years old, and allocations to a Member under Section 15.3(g) with respect to ESOP Allocation Periods ending after December 31, 2001 may not be withdrawn unless the Member is at least 59‑1/2 years old;

Step 6(a) ‑‑ in the event a Member is at least 59‑1/2 years old on the date of withdrawal, withdrawal of the entire amount available under Step 5, plus all or a portion of the Member's Deferred Compensation Account;

Step 6(b) ‑‑ 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.

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.

(a)    Immediate and Heavy Financial Need. A withdrawal is on account of Hardship only if made on account of an immediate and heavy financial need of the Member and in an amount necessary to meet that need. The

determination of whether or not the Member has an immediate and heavy financial need, and the withdrawal is necessary, as outlined in subparagraph (b), to satisfy such financial need, is to be made 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:

(1)    Expenses previously incurred by or necessary for the Member, the Member's spouse, or any dependent of the Member (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof) to obtain medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit;

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

(3)    Payment of tuition, related educational fees, and room and board expenses for the next 12 months of post‑ secondary education for the Member, or the Member's spouse, child, or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof);

(4)    Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage on the Member's principal residence;

(5)    Payment of funeral or burial expenses for the Member's deceased parent, spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof);

(6)    Expenses for the repair of damage to the Member's principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit); or

(7)    Any other item specified by the Commissioner of the Internal Revenue Service, in regulations, revenue rulings, notices, or other documents of general applicability, to constitute a deemed immediate and heavy financial need.

(b)    Distribution Necessary to Satisfy an Immediate and Heavy Financial Need. A Hardship withdrawal will not be treated as necessary to satisfy an immediate and heavy financial need of a Member to the extent that the amount of the withdrawal is in excess of the amount required to relieve the financial need, or to the extent that such need may be satisfied from other sources that are reasonably available to the Member. This determination is to be made by the Committee on the basis of all relevant facts and circumstances. A Member making an application for a Hardship withdrawal shall have the burden of presenting to the Committee evidence of the necessity of the withdrawal to satisfy the immediate and heavy financial

need, and the Committee shall not permit withdrawal for Hardship without first receiving such evidence. A withdrawal generally may be treated as necessary to satisfy a financial need if the Committee reasonably relies upon the Member's representation that the need cannot be relieved through the following sources:

(1)    reimbursement or compensation by insurance or otherwise;

(2)    reasonable liquidation of the Member's assets, to the extent that such liquidation itself would not cause an immediate and heavy financial need (For this purpose, the Member's resources shall be deemed to include those assets of his or her spouse and minor children that are reasonably available to the Member);

(3)    cessation of the Member's Regular and Deferred Compensation Contributions under the Plan;

(4)    other distributions or nontaxable loans from the Plan or any other plans maintained by the Company or from plans maintained by any other employer; or

(5)    borrowing from commercial sources on reasonable commercial terms.

Additionally, a distribution generally may be treated as necessary to satisfy a financial need if it complies with guidelines established by the Commissioner of the Internal Revenue Service through the publication of revenue rulings, notices and other documents of general applicability.

Section 10.3 Time and Form of Withdrawal Distributions     ‑‑ Distributions of withdrawals shall be made all in cash except that distributions of withdrawals from the Eaton Common Shares Fund shall be made all in cash or all in whole Eaton Shares, as the Member elects, as soon as practicable after the procedural requirements established by uniform rule of the Committee can be met. Any whole Eaton Shares distributed shall be of Value equal to the amount that would otherwise be distributed in cash determined as of the Valuation Date established for such withdrawal under uniform rules established by the Committee. Cash distributions shall be based upon the amount to the credit of the Member's Accounts as of a Valuation Date established for such withdrawal under uniform rules established by the Committee.

Section 10.4 Other Withdrawals      ‑‑ In the event that amounts held in a Member's Account were transferred to the Plan from another plan which at the time of 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 at

least six (6) months after his receipt of the withdrawal, such Member's Deferred Compensation Contributions are suspended and the Member shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions to all other plans maintained by the Company. For this purpose, the phrase "plans maintained by the Company" means all qualified and nonqualified plans of deferred compensation maintained by the Company or any Controlled Group Member, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of Code Section 125 and also includes a stock option, stock purchase, or similar plan maintained by the Employer or any Controlled Group Member.

ARTICLE XI. SETTLEMENT AFTER TERMINATION OF EMPLOYMENT    

Section 11.1 In General     ‑‑ Upon termination of employment a Member's Accounts shall be settled in accordance with the following provisions:

(a)    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 Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in a lump sum in cash.

In the event of a "mandatory distribution" greater than $1,000 in accordance with the foregoing provisions of this Section 11.1(a), if the Member does not elect to have such distribution paid directly to an eligible retirement plan specified by the Member in a direct rollover or to receive the distribution directly, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. A "mandatory distribution" means any distribution made to a Member without the Member's consent that is made before the Member attains the later of age 62 or his normal retirement date. Distribution to a Member's surviving spouse or to an alternate payee under a qualified domestic relations order or to a nonspouse beneficiary is not a "mandatory distribution" for purposes of this Section 11.1(a).

(b)    Distributions in Excess of $5,000. If the total value of the 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:

(i)    a lump‑sum distribution of the entire value of the Member's vested Accounts; or

(ii)    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 Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in cash. The settlement will be based upon the amount to the credit of the Member's 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 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 Common Shares Fund, as elected by the Beneficiary. In the absence of such election, distribution shall be made in cash. A Beneficiary shall be treated as a Member for purposes of Section 6.2(b), Section 6.3(b), Section 6.3(c), Section 15.3(d), and Section 15.5.

Section 11.4 Other Termination     ‑‑ If a Member's employment is terminated other than by Retirement, Disability or death, the Member (or, in the case of 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:

(i)    a lump‑sum distribution of the entire value of the Member's vested Accounts; or

(ii)    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 Common Shares Fund, as elected by the Member. In the absence of such election, distribution shall be made in cash. The settlement will be based upon the amount to the credit of the Member's 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    

(a)    The provisions set forth in this Section 11.5 will supersede any conflicting provisions of Articles XI or XXV.

(b)    Any whole Eaton Shares distributed under this Article XI shall be of Value equal to the amount that would otherwise be distributed in cash determined as of the Valuation Date established for such purpose under uniform rules established by the Committee. Cash distributions shall be based upon the amount to the credit of the Member's vested Accounts as of a Valuation Date established for such purpose under uniform rules established by the Committee.

(c)    Notwithstanding any other provision of the Plan to the contrary, distribution of a Member's entire interest in his vested Account shall commence no later than the earlier of:

(i)    unless the Member elects a later date (with the failure of the Member to file an application for distribution being treated as an election to postpone distribution), 60 days after the close of the Plan Year in which (i) the Member's 65th birthday occurs, (ii) the 10th anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his termination of employment occurs, whichever is latest; or

(ii)    the April 1st following the close of the calendar year in which he attains age 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.

(d)    If the amount of a distribution required to begin on a date determined under the applicable provisions of the Plan cannot be ascertained by such date, or if it is not possible to make such payment on such date because the Committee has been unable to locate a Member or Beneficiary after making reasonable efforts to do so, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained or the date on which the Member or Beneficiary is located (whichever is applicable).

Section 11.6 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.

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 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.

(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 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 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.

(c)    Required Minimum Distributions During a Member's Lifetime.

(1)    Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Member's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A)    the quotient obtained by dividing the Member's account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation §1.401(a)(9)-9, using the Member's age as of the Member's birthday in the distribution calendar year; or

(B)    if the Member's sole designated beneficiary for the distribution calendar year is the Member's spouse, the quotient obtained by dividing the Member's account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation §1.401(a)(9)-9, using the Member's and spouse's attained ages as of the Member's and spouse's birthdays in the distribution calendar year.

(2)    Lifetime Required Minimum Distributions Continue Through Year of Member's Death. Required minimum distributions will be determined under this Section 11.10(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.

(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.

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 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 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 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 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 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" 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.

ARTICLE XII. COMMITTEES; FIDUCIARY RESPONSIBILITY    

Section 12.1 Committee     ‑‑ The Plan shall be administered by the Committee which shall be appointed and may be removed by the Board. Members of the Committee may be Members of the Plan, and may resign at any time upon notice in writing to the Company. The Committee shall act by a majority of its members, either at a meeting (which may be telephonic) or by written consent.

Section 12.2 Fiduciary Responsibility    

(a)    The Committee shall be the Named Fiduciary for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.

(b)    The Investment Committee shall be appointed and may be removed by the Board, and shall be the Named Fiduciary with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee and any Investment Adviser. The Investment Committee shall have the exclusive authority and responsibility:

(i)    to appoint and remove Investment Advisers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement;

(ii)    to direct the segregation of all or a portion of the assets of the Funds into an Investment Adviser account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Adviser account or accounts as it deems desirable or appropriate; and

(iii)    to direct the segregation of all or a portion of the assets of Voluntary Deductible Accounts of the Trust into an Investment Adviser account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Adviser account or accounts as it deems desirable or appropriate.

(c)    The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Adviser, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such "trustee responsibilities," under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to Eaton 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 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.

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.

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 may accrue to any person under this Plan shall be subject to the terms and provisions of the Trust Agreement, subject to all limitations of the Plan.

ARTICLE XIV. PARTICIPATING COMPANIES    

Section 14.1 Participation of a Company     ‑‑ Any Controlled Group Member, with the consent of the Committee, by taking appropriate corporate action may be a Company hereunder by adopting this Plan (as then constituted or under whatever modifications the Committee in its sole discretion determines) as its Savings Plan, and by taking such other action as the Committee shall consider necessary or desirable to accomplish that purpose. The Committee may, upon 30 days' written notice, request a Company to withdraw from the Plan, and upon the expiration of such 30‑day period, unless such Company has taken appropriate corporate action to accomplish such withdrawal, such Company shall be deemed to have withdrawn from the Plan, and the Accounts of the Members of such Company shall be settled in the manner provided in Section 19.3.

Section 14.2 Withdrawal of a Company     ‑‑ Any Company may elect to withdraw from the Plan with the consent of the Committee. Such Company shall file with the Trustee a document evidencing a continuance of a trust in accordance with the provisions of the Trust Agreement as though such Company were the sole creator thereof. In such event the Trustee shall deliver to itself as Trustee of such trust such part of the Trust as may be determined by the Committee to constitute the appropriate share of the Trust then held in respect of the Members of such Company. Such former Company may thereafter exercise in respect of such trust all the rights and powers reserved to Eaton and to the Committee under the provisions of the Trust Agreement.

Section 14.3 Segregation of a Division     ‑‑ In a similar manner, the appropriate share of the Trust determined by the Committee to be then held in respect of Members in any division, plant, location or other identifiable group or unit of Eaton or a Company may be segregated, and the Trustee shall hold such segregated assets in the same manner and for the same purposes as provided at Section 14.2 in the case of segregation of a Company, and Eaton or any successor owner of the segregated unit shall have the rights and powers hereinabove provided for a segregated Company.

Section 14.4 Authorization     ‑‑ When action is required to be taken under this Plan by a Company such action shall be authorized by its Board of Directors or a committee or officers designated by its Board of Directors.

ARTICLE XV. ESOP PROVISIONS    

Section 15.1    ESOP Feature     ‑‑ The portion of the Plan that constitutes an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code is that portion of the assets of the Plan that is from time to time

invested in the Eaton Common Shares Fund. The ESOP Feature, which is a stock bonus plan, is hereby formally designated as an Employee Stock Ownership Plan. The ESOP Feature is designed to invest primarily in securities that are "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA and that are "qualifying employer securities" within the meaning of Code Section 4975(e)(7)(A).

Section 15.2 Borrowing to Purchase Eaton Shares     ‑‑ The Company may direct the Trustee to incur Acquisition Loans from time to time to finance the purchase of Eaton Shares or to repay prior loans. The terms and conditions of any Acquisition Loan together with any other documents executed by the Trustee in connection therewith (including without limitation any security or guarantee agreements) shall be subject to the following provisions:

(a)    The Acquisition Loan shall bear no more than a reasonable rate of interest.

(b)    Any collateral pledged to the creditor shall consist only of the Eaton Shares acquired with the proceeds of such Acquisition Loan or Eaton Shares that were pledged as collateral in connection with a prior Acquisition Loan that was repaid with the proceeds of the current Acquisition Loan. Notwithstanding the foregoing, the Company may guarantee repayment of the Acquisition Loan.

(c)    Under the terms of the Acquisition Loan or other documents executed by the Trustee in connection therewith, the creditor shall not have recourse against the assets of the Trust Fund except that an Acquisition Loan may permit recourse with respect to (1) the collateral pledged as security for the Acquisition Loan, (2) Company Contributions (other than Contributions of Eaton Shares) that are made to meet the Trustee's obligations under the Acquisition Loan, and (3) earnings attributable to such collateral and the investment of such Contributions.

(d)    The note or any security agreements executed by the Trustee in connection with the Acquisition Loan shall provide for the release of Eaton Shares from encumbrance in a manner permitted by Treasury Regulations under Code Section 4975(e)(7).

(e)    The note or any security agreements executed by the Trustee in connection with the Acquisition Loan shall provide that in the event of default under such Acquisition Loan, the value of the assets of the Plan, if any, transferred in satisfaction of such obligation must not exceed the amount of such default. If the lender is a "disqualified person" (within the meaning of ERISA), such documents executed in connection with the Acquisition Loan must provide for the transfer of such assets only upon and to the extent of the failure of the Trustee to meet the payment schedule of the Acquisition Loan. For purposes of applying this Section 15.2(e), a guarantee of the Acquisition Loan by a disqualified person shall not alone result in such person being a "lender" of such loan.

(f)    Payments made by the Trustee from the Trust Fund with respect to an Acquisition Loan during a Plan Year shall not exceed the sum of (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 (3) payments made under such Acquisition Loan in prior Plan Years, and increased by (4) the proceeds of any sale of Eaton Shares held in the Suspense Account used to make payments on such Acquisition Loan. Such Contributions and earnings shall be accounted for separately in the books of account of the ESOP Feature of the Plan until the Acquisition Loan is repaid. Notwithstanding the foregoing, if at the date of termination of the Plan, the Trustee remains indebted under any Acquisition Loan, the Committee may instruct the Trustee, prior to making the final Plan allocations, to pay accrued interest and principal and to prepay the remaining principal balance of the Acquisition Loan with Eaton Shares held in the Suspense Account or with the proceeds of a sale or other disposition of such Eaton Shares. If any assets remain in the Suspense Account after all Acquisition Loans have been fully discharged, such assets shall be allocated as income of the Trust Fund for the Plan Year in which the Plan terminates.

Section 15.3 Release of Shares from Suspense Accounts    

(a)    The Committee will direct the Trusteeto 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, 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 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 Account by reason of the payment of principal and/or interest with such dividends on allocated Eaton Shares, the dividends will be deemed to have been allocated first to Accounts as Trust Fund income under Section 7.1 and then charged to the Accounts in the manner provided in Section 6.4.

(e)    The interest of each Member in Eaton Shares released from a Suspense Account pursuant to Section 15.3(b) or (c) will be allocated to his Company Contribution Account in Eaton Shares and invested in the Eaton Common Shares Fund in the manner specified in Sections 15.3(f), (g), and (h) (as applicable).

(f)    As soon as practicable following the release of Eaton Shares from a Suspense Account as a result of a loan amortization payment made in whole or in part with cash dividends on Eaton Shares held in Company Contribution Accounts (the "Allocated Dividends"), a portion of the total number of shares so released shall be transferred and allocated to the Company Contribution Accounts as provided in this Section 15.3(f). The total number of shares released on account of the loan amortization payment shall be multiplied by a fraction. The numerator of the fraction shall be the sum of (a) the amount of the Allocated Dividends and (b) the cash dividends on Eaton Shares held in the Suspense Account (the "Unallocated

Dividends") and used to make the loan amortization payment. The denominator of the fraction shall be the fair market value of the total number of shares released as a result of the loan amortization payment. The number of released shares which is the product of such fraction shall first be transferred and allocated among the Members' or former Members' Accounts in the same proportion that each Member's or former Members' Allocated Dividends used to make the loan amortization payment bears to the total amount of such Allocated Dividends until the fair market value of the Eaton Shares transferred and allocated to such Members' or former Members' Accounts equals the amount of Allocated Dividends; provided, however, that notwithstanding the forgoing provisions of this Section 15.3(f), the amount of Allocated Dividends used to make a loan amortization payment shall not exceed the fair market value of the Eaton Shares transferred and allocated to such Members' or former Members' Accounts as a result of such payment. The balance of such released shares, if any (after the application of this Section 15.3(f)), shall be allocated among the Members' Accounts pursuant to Section 15.3(g).

(g)    As soon as practicable following the end of each ESOP Allocation Period, all Eaton Shares that have been released from the Suspense Account as a result of loan amortization payments during such ESOP Allocation Period that have not and will not be transferred pursuant to Section 15.3(f) shall be transferred to the Company Contribution Accounts of Members pursuant to this Section15.3(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 that are so allocated and credited for any ESOP Allocation Period shall not exceed the dollar amount of the Company Matching Contributions required to be made to such Member's Account under Section 5.3(b) in the absence of this Section 15.4(g) for such ESOP Allocation Period divided by the fair market value of Eaton Shares at the time of transfer to the Company Contribution Account of such Member. The balance of released shares (if any after the application of this Section 15.4(g)), shall be allocated among the Members' Accounts pursuant to Section 15.4(h).

(h)    As of the last day of each Plan Year, any balance of released shares referred to in the last sentence of Section 15.4(g), shall be allocated and credited as instructed by the Committee to the Account of each Member who was eligible to make Deferred Compensation Contributions at any time during that Plan Year in the same proportion as the Compensation of each such Member for that Plan Year bears to the aggregate Compensation of all such Members for such Plan Year.

Section 15.4 Members Right to Diversify     ‑‑ Notwithstanding any provision of the Plan to the contrary, a Member who has attained age 55 and completed at least ten (10) years of participation in the Plan may elect, following the end of each Plan Year during the Election Period (as defined below), to diversify to Funds (other than the Eaton Common Shares Fund) a portion of his Company Contribution Account balance equal to twenty‑five percent (25%) of his Company Contribution Account attributable to Company Contributions and earnings thereon, less the amounts subject to all prior elections under this Section 15.4, and less the amount available for transfer under Section 6.3, but not less than zero. With respect to the last Plan Year during the Election Period, the Member may elect to diversify to Funds (other than the Eaton Common Shares Fund) fifty percent (50%) of his Company Contribution Account balance attributable to Company Contributions and earnings thereon, less the amount subject to all prior elections under this Section 15.4, and less the amount available for reallocation under Section 6.3 but not less than zero. The "Election Period" for purposes of this Section 15.4 will be the six (6) Plan Year period beginning with the later of (i) the first Plan Year in which the Member attains age 55 or (ii) the first Plan Year in which the Member completes ten years of participation in the Plan. If a Member elects to receive a distribution under this Section 15.4, the amount distributable will be determined without regard to the provisions of Section 6.3, and distribution will be made in a single lump sum in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Common Shares Fund, as elected by the Member. Any diversification or distribution hereunder shall be made effective as soon as practicable following the Member's election. Notwithstanding the foregoing, the portion of a Member's Account attributable to Company Matching Contributions under Section 5.3(b) (and the earnings thereon) with respect to Compensation paid (or that in the absence of the Plan would be paid) after December 31, 2001 shall not be distributable under this Section 15.4 unless the Member is at least 59-1/2 years old, and allocations to a Member under Section 15.3(g) with respect to ESOP Allocation Periods ending after December 31, 2001 shall not be distributable under this Section 15.4 unless the Member is at least 59-1/2 years old.

Section 15.5 Dividend Distributions     ‑‑ In accordance with such procedures, and subject to such limitations, as shall be established by the Committee:  Any cash dividends on Eaton Shares, or the portion thereof not used for payments of principal and/or interest on an Acquisition Loan pursuant to Section 15.2, attributable as of an ex‑dividend date for such dividend to the Accounts of Members (and their Beneficiaries) may be paid currently (or within ninety (90) days after the close of the Plan Year in which the dividends are paid to the Trust) in cash to the Members (and their Beneficiaries) on a nondiscriminatory basis, or the Company may pay such dividends directly to the Members (and their Beneficiaries), or the dividends may be paid to the Plan and reinvested in qualifying employer securities through the Eaton Common Shares Fund. Each Member (or Beneficiary) to whose Account Eaton Shares were attributable on the ex-dividend date for such dividend shall have the right to elect irrevocably whether such dividends (i) will, not later than ninety (90) days after the close of the

Plan Year in which the dividends are paid to the Trust, be paid in cash to the Member (or Beneficiary), or (2) will remain in the Member's Plan Account and be reinvested in qualifying employer securities through the Eaton Common Shares Fund. For purposes of the immediately preceding sentence: A Member (or Beneficiary) shall be given a reasonable opportunity before a dividend is paid or distributed to the Member (or Beneficiary) in which to make such election; a Member (or Beneficiary) shall have a reasonable opportunity to change such election at least annually; and if there is a change in the Plan terms governing the manner in which dividends are paid or distributed to Members (or Beneficiaries), a Member (or Beneficiary) shall be given a reasonable opportunity to make an election under the new Plan terms prior to the date on which the first dividend subject to the new Plan terms is paid or distributed. If a Member (or Beneficiary) fails to make an affirmative election, one of the options offered may be treated as a default election.

Section 15.6 Voting Rights     ‑‑ All voting rights on Eaton Shares held in the Eaton Common Shares Fund shall be exercised by the Trustee only as directed by the Members acting in their capacity as "Named Fiduciaries" (as defined in Section 402 of ERISA) with respect to both allocated (whether provisionally or permanently) and (based on Eaton Shares attributable to Company Contributions allocated to their Accounts) unallocated shares in accordance with the provisions of the Trust Agreement.

Section 15.7 Tenders and Exchanges     ‑‑ All tender or exchange decisions with respect to Eaton Shares held in the Eaton Common Shares Fund shall be made only by the Members acting in their capacity as Named Fiduciaries with respect to both allocated (whether provisionally or permanently) and (based on any Eaton Shares attributable to Company Contributions and allocated to such Members' Accounts) unallocated shares in accordance with the provisions of the Trust Agreement.

Section 15.8 Distribution of Company Contributions     ‑‑ Notwithstanding the provisions of Article XI, if the Member consents, distribution of the portion of a Member's Company Contribution Account attributable to Company Contributions and earnings thereon shall be made in accordance with the following rules:

(i)    the distribution shall commence not later than one (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

(y)    which is the fifth (5th) Plan Year following the Plan Year in which the Member's employment is terminated other than by Retirement, Disability or death, unless the Member is reemployed by the Company before such Year; and

(ii)    the distribution shall be in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of

(x)    five (5) years, or

(y)    in the case of a Member whose Company Contribution Account balance attributable to Company Contributions and earnings thereon is in excess of $500,000, five (5) years plus one (1) additional year (but not more than five (5) additional years) for each $100,000 or fraction thereof by which such balance exceeds $500,000.

For purposes of this Section 15.8, if Eaton Shares acquired with the proceeds of an Acquisition Loan are credited to a Member's Account, the distribution rules of this Section 15.8 shall not apply to those Shares (unless the Committee determines otherwise) until one (1) year after the last day of the Plan Year in which that Acquisition Loan has been repaid in full.

Section 15.9 Rights to Put Eaton Shares    

(a)    If Eaton Shares distributable to a Member or his Beneficiary are, at the time of the distribution, not publicly traded or are then subject to a trading limitation, the Member or Beneficiary will have an option (the "Put") to require the Company to purchase all of the shares actually distributed to him or his Beneficiary. A "trading limitation" is a restriction under any federal or state securities law, or applicable regulation, or an agreement, which would make the Eaton Shares not as freely tradable as Eaton Shares not subject to the restriction. The Put may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put. The Put may be exercised by a former Member or the Beneficiary only during the Option Period in which the former Member or Beneficiary receives a distribution of Eaton Shares.

(b)    The "Option Period" is the sixty (60) day period following the day on which a Member or his Beneficiary receives a distribution. If the former Member or Beneficiary does not exercise the Put during that sixty (60) day period, the Option Period will also be the sixty (60) day period beginning on the twelve (12) month anniversary of the day on which the former Member or his Beneficiary receives a distribution. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put by reason of applicable federal or state law.

(c)    The "Option Price" will be the fair market value of each Eaton Share as of the Valuation Date immediately preceding the date the Put is exercised, multiplied by the number of Shares to be sold under the Put, with appropriate adjustments to reflect intervening 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 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 trading limitation, the period during which the Put may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given.

(h)    The Committee will notify each former Member or Beneficiary who is eligible to exercise the Put of the fair market value of each Eaton Share as soon as practicable following its determination. The Committee and the Company will send all notices required under this Section 15.9 to the last known address of a former Member or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address.

(i)    The provisions of this Section 15.9 will continue to apply to Eaton Shares distributable under the Plan after the ESOP Feature ceases to constitute an "employee stock ownership plan" under Code Section 4975(e)(7).

Section 15.10 Restrictions on Transfer of Eaton Shares     ‑‑ Except as otherwise provided in this Article XV, Eaton Shares acquired through an Acquisition Loan will not be subject to a Put, call, or other option, or buy‑sell or similar arrangement while held under the Plan or when distributed from the Plan to a Member or Beneficiary, whether or not the ESOP Feature then constitutes an "employee stock ownership plan" under Code Section 4975(e)(7). The provisions of the preceding sentence and of this Section 15.10 will continue to apply to Eaton Shares acquired through an Acquisition Loan after

the loan has been satisfied and after the ESOP Feature ceases to constitute an "employee stock ownership plan" under Code Section 4975(e)(7).

Section 15.11 Appraisal Requirement If Employer Securities Not Readily Tradable     ‑‑ All valuations of any employer securities subject to the ESOP Feature that are not readily tradable on an established securities market with respect to activities carried on by the Plan shall be by an independent appraiser as required by Code Section 401(a)(28)(C).

ARTICLE XVI. ADMINISTRATIVE COSTS    

All administrative costs, management fees and transaction costs and expenses of the Plan shall be paid by the Trustee from the Trust unless such costs, fees and expenses are paid by the Company. In accordance with procedures established by the Committee, administrative expenses attributable to the individual Account(s) of a Member or Beneficiary may be charged specifically to that Member's or Beneficiary's Account(s).

ARTICLE XVII. NON‑ALIENATION OF BENEFITS    

Except as provided in a qualified domestic relations order as defined in Code Section 414(p), and to the extent permitted by law, no benefit payable under the provisions of the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge and any attempt to do so shall be void; nor shall benefits be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of any Member or Beneficiary except as may be specifically provided in the Plan.

ARTICLE XVIII. NOTICES    

Except as provided in Article XXIII, whenever a Company, the Committee or the Trustee is required to take action pursuant to a Deferred Compensation Agreement, authorization, request, selection or direction from an eligible Employee, a Member, Beneficiary or other person, such Agreement, authorization, request, selection or direction shall be in the manner or form prescribed by the Company, the Committee or the Trustee, as applicable, and except as otherwise specified herein notice thereof shall be given by such person to the Company, the Committee or the Trustee, as applicable, at least one month (or such shorter period as the Committee may permit by uniform rule) prior to the date such Agreement, authorization, request, selection or direction is to become effective.

ARTICLE XIX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN    

Section 19.1 Reservation of Right to Amend     ‑‑ Eaton expects to continue the Plan indefinitely but necessarily reserves the right to amend the Plan or to terminate, suspend, or discontinue the Plan and/or Company Contributions in whole or in part, at any time. The Committee shall have the exclusive authority to adopt any amendment to the Plan; provided that the Board shall have the exclusive authority to adopt amendments under which the Plan would be terminated or suspended or Plan benefits available to officers of Eaton would be increased significantly.

Section 19.2 Retroactivity     ‑‑ The Plan may be amended in any respect. Amendments may be retroactive if necessary or appropriate to qualify or maintain the Plan or Trust as a plan or trust meeting the requirements of Code Section 401, to secure and maintain the tax exemption of the Trust under Code Section 501, in order that the 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 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 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.

Section 20.2 Terms     ‑‑ Any such merger, consolidation or transfer, and any extension of the Plan by Eaton to employees of any division or subsidiary of Eaton as a successor to any other qualified or non‑qualified plan maintained for such employees, shall be effected in accordance with such terms and conditions and transitional rules with respect to eligibility, vesting, distributions, investment options, withdrawals, reallocations and other matters as shall be specified by Eaton.

Section 20.3 Transfer From Stanley Aviation Corporation 401K Plan and Trust

(a)    A transfer of assets was made to the Plan from the Stanley Aviation Corporation 401K Plan and Trust (the "Stanley Plan") on April 3, 2006 (the "Transfer Date"), reflecting accounts under the Stanley Plan as of the date of transfer of those individuals who qualify as Employees hereunder and other individuals with accounts under the Stanley Plan with respect to whom such accounts are not subject to collective bargaining (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.3.

(b)    On and after the Transfer Date, except as otherwise expressly provided in this Section 20.3, the general provisions of the Plan shall govern with respect to the interests under the Stanley Plan of all persons, to the extent not inconsistent with any provisions of the Stanley Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(c)    As of the Transfer Date, separate Accounts were established in accordance with the provisions of the Plan in the name of each Member or beneficiary with an interest under the Stanley Plan who is a Transferee. In addition to any credits or debits to the Account of the persons described in the immediately preceding sentence, in accordance with the Plan's general provisions, as of the date the assets of the Stanley Plan were received by the Trustee and deposited in the Trust Fund there was credited to each such separate Account, as applicable, the value of such transferee's prior separate account or sub account of the corresponding type under the Stanley Plan.

(d)    Each separate Account established by reason of the transfer shall continue to be subject to the vesting schedule set forth in the Stanley Plan immediately prior to the Transfer Date, including related service crediting provisions.

(e)    If a person who was a participant under the Stanley Plan incurred a forfeiture under the Stanley Plan prior to the Transfer Date 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).

(f)    Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the Stanley Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the Stanley Plan in effect at the time the loan was granted.

(g)    Notwithstanding any other provision of the Plan to the contrary, each beneficiary designation under the Stanley Plan prior to the Transfer Date shall apply to the separate Account(s) established under the Plan with respect to the Stanley Plan, unless or until the applicable Member designates a new Beneficiary, in which case the general provisions of the Plan shall apply.

Section 20.4 Merger of EMC Engineers, Inc. 401(k) Plan

(a)    A transfer of assets was made to the Plan from the EMC Engineers, Inc. 401(k) Plan and its related trust (the "EMC Plan") on October 13, 2010 (the "Merger Date"), reflecting accounts under the EMC Plan as of the Merger

Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the EMC Plan (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.4.

(b)    On and after the Merger Date, except as otherwise expressly provided in this Section 20.4, the general provisions of the Plan shall govern with respect to the interests under the EMC Plan of all persons, to the extent not inconsistent with any provisions of the EMC Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

(c)    As of the Merger Date, separate Accounts were established in accordance with the provisions of the Plan in the name of each Member or beneficiary with an interest under the EMC Plan who is a Transferee. In addition to any credits or debits to the Account of the persons described in the immediately preceding sentence, in accordance with the Plan's general provisions, as of the date the assets of the EMC Plan were received by the Trustee and deposited in the Trust Fund there was credited to each such separate Account, as applicable, the value of such transferee's prior separate account or sub account of the corresponding type under the EMC Plan.

(d)    Each separate Account established by reason of the transfer shall be fully vested and nonforfeitable.

(e)    Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the EMC Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the EMC Plan in effect at the time the loan was granted.

(f)    Roth 401(k) contributions made under the EMC Plan prior to the Merger Date shall be separately accounted for and held subject to the following:

(1)    There shall be established a Roth Account to reflect the amount of the Transfer Participant's Roth 401(k) contributions.

(2)    Earnings, losses, and other credits and charges shall be allocated on a reasonable and consistent basis among a Transfer Participant's Roth Account and his other accounts under the Plan. No amounts other than Roth 401(k) contributions and properly attributable earnings shall be credited to a Transfer Participant's Roth Account.

(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 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.

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.

(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 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 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 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 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 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).

(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.

ARTICLE XXI. MISCELLANEOUS    

Section 21.1 Incapacity     ‑‑ If any Member, former Member, or Beneficiary, in the judgment of the Committee, is legally, physically or mentally incapable of personally receiving and acknowledging receipt for any payment due hereunder, payment may be made to the guardian, conservator or other legal representative of such Member, former Member or Beneficiary or to such other person or institution who, in the opinion of the Committee, then has effective legal custody of such Member, former Member or Beneficiary. Such payments shall constitute a full discharge with respect to such payments.

Section 21.2 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 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 merged with the Plan for former participants whose benefits have been fully distributed shall be held in a separate account under the Plan and shall be applied in the manner permitted for forfeitures, if any, to pay Plan administrative expenses or to offset Company Matching Contributions otherwise owed to the Plan by the Company, as determined by the Committee in its sole discretion.

Section 21.9 Election of Former Vesting Schedule     ‑‑ If there is an amendment to the vesting schedule applicable to a Member's Account because the Company adopts an amendment to the Plan that directly or indirectly affects the computation of a Member's vested interest in his Account, the following special rules shall apply:

(a)    In no event shall a Member's vested interest in his Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be less than his vested interest in his Account immediately prior to such date.

(b)    In no event shall a Member's vested interest in his Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Account immediately prior to the effective date of such amendment.

(c)    Any Member with three or more years of vesting service shall have a right to have his vested interest in his Account (including amounts accrued following the effective date of such amendment) continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Member in his Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Member shall exercise his right under this Section by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he receives notice of the amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.

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.

ARTICLE XXII. TRANSFER OF FUNDS; ROLLOVERS    

Section 22.1 Transfer from Other Qualified Plans     ‑‑ With Eaton's consent (by action of the Committee) a company may cause to be transferred to the Trustee all or any of the assets held in respect of any other plan or trust which satisfies the applicable requirements of the Code relating to qualified plans and trusts which is maintained by a company for the benefit of its common‑law employees. Any assets 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:

(1)    The Plan will accept a direct rollover of an eligible rollover distribution from (a) a qualified plan described in Code Section 401(a) or Section 403(a), (b) a qualified plan described in Code Section 401(a) or Section 403(a), (c) an annuity contract described in Code Section 403(b), and (d) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(2)    The Plan will accept a participant contribution of an eligible rollover distribution from (a) a qualified plan described in Code Section 401(a) or Section 403(a), (b) an annuity contract described in Code Section 403(b) and (c) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(3)    The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or Section 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.

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 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.

ARTICLE XXIII. SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT    

Section 23.1 Definitions     ‑‑ For purposes of this Article XXIII, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context. Definitions in Section 2.1 of the Plan shall also apply where required by the context.

(i)    "Participant" means each person who made the contributions described in Section 23.2 under the terms of the Plan as in effect at the relevant times.

(ii)    "Voluntary Deductible Account" means the Participant's voluntary contributions to the Plan which were deductible by the participant for Federal income tax purposes, and the income, losses, appreciation and depreciation attributable to such contributions.

Section 23.2 Deductible Employee Contributions     ‑‑ Prior to December 31, 1986 a Participant could make voluntary contributions which were deductible by the Participant for Federal income tax purposes. Each such contribution was paid in cash by the Participant to the Company in such manner and at such times as the Committee determined (including payments by means of payroll deductions), and no later than the end of the taxable year of the Participant who made such contributions, provided that such deadline could be extended until March 15 of the following calendar year (or until

April 15, if required by Internal Revenue Service Regulations), if the Committee elected to have Code Section 219(f)(3)(B) apply. The Company transmitted deductible voluntary contributions received by it to the Trust for crediting to Voluntary Deductible Accounts. Such amounts were credited to the Voluntary Deductible Accounts of Participants in accordance with the certification of the Committee as to the names of the contributing Participants and the amounts contributed by each Participant.

The contributions by a Participant to his Voluntary Deductible Account with respect to any one taxable year of such Participant to this Plan and all other qualified plans (including individual retirement accounts) could not exceed the lesser of:

(i)    $2,000.00, or

(ii)    100% of his compensation (as defined in Code Section 219(f)(1) and in Internal Revenue Service Regulations) for such taxable year.

No contributions could be made by a Participant to his Voluntary Deductible Account with respect to the taxable year of the Participant during which he attained age 70 1/2 and the taxable years thereafter or after December 31, 1986.

Section 23.3 Irrevocable Election of Deductible Contributions     ‑‑ Each Participant who made a contribution described in Section 23.2 was deemed to have also elected to have his contribution treated as a qualified voluntary employee contribution deductible by him as a retirement savings contribution under Code Section 219(a). Such election shall be irrevocable from and after the date each contribution was made by the Participant. Notwithstanding the foregoing, neither any Company, the Investment Committee, the Committee, the Trustee, nor the Plan assumes any responsibility for the income tax treatment of any contributions described in Section 23.2, as deductibility of such contributions depends on employee circumstances extraneous to the Plan, including but not limited to employee participation in retirement savings programs unrelated to any of the Company's programs. All deductible voluntary contributions by a Participant that exceeded the limits set forth in Section 23.2 shall be returned to the Participant.

Section 23.4 Valuation of Voluntary Deductible Account; Records     ‑‑ Voluntary Deductible Accounts shall be subject to the provisions of Article VII.

Section 23.5 Investment of Voluntary Deductible Accounts     ‑‑ Voluntary Deductible Accounts shall be subject to the provisions of the Plan pertaining to investments in the same manner as Accounts attributable to Regular Contributions and Deferred Compensation Contributions.

Section 23.6 Withdrawals from Voluntary Deductible Account    

(a)    Ordinarily, no distributions may be made to a Participant from his Voluntary Deductible Account prior to the date on which he becomes age 59‑1/2, except that distribution of all or part of a Participant's Voluntary Deductible Account may be made prior to a Participant's becoming age 59‑1/2 on account of the Participant's death, disability within the

meaning of the Code Section 72(m)(7) and Regulations pursuant thereto, or separation from service, and except that a Participant may by notice to the Committee withdraw all or apart of his Voluntary Deductible Account. All distributions and withdrawals from Voluntary Deductible Accounts shall comply with the terms for such distributions and withdrawals set by the Committee. Any balance of a Participant's Voluntary Deductible Account not previously withdrawn shall, upon notice to the Committee by the Participant, be paid to the Participant following his separation from service or, in the event of his death, to his Beneficiary in the same manner as other amounts payable upon those events.

(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.

Section 23.7 Administrative Costs     ‑‑ Brokerage fees, commissions, transfer taxes and administrative costs and expenses of Voluntary Deductible Accounts shall be borne by such Accounts unless paid by the Company.

ARTICLE XXIV. TOP‑HEAVY PLAN REQUIREMENTS    

Section 24.1 Definitions     ‑‑ For the purposes of this Article XXIV, the following terms, when used with initial capital letters, shall have the following respective meanings:

(1)    "Aggregation Group": Permissive Aggregation Group or Required Aggregation Group, as the context shall require.

(2)    "Compensation": All remuneration of an Employee from the Company, excluding, however, any amounts in excess of the limits under Code Section 401(a)(17).

(3)    "Defined Benefit Plan": A qualified plan which is not a defined contribution plan.

(4)    "Defined Contribution Plan": A qualified plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which may be allocated to the participant's account.

(5)    "Determination Date": For any Plan Year, the last day of the immediately preceding Plan Year or, in the case of the first Plan Year, the last day of such Plan Year.

(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 Code Sections 401(a)(4) and 410 when considered with the Required Aggregation group.

(10)    "Required Aggregation Group": The group of qualified plans of the Company consisting of:

(a)    each plan in which a Key Employee participates in the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years; plus

(b)    each other plan which during such period enables a plan in which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410.

For purposes of this definition, the group of qualified plans of the Company shall also include any plan described in either (a) or (b) above and which has been formally terminated, ceased crediting service for benefit accruals and vesting or has been or is distributing all plan assets to participants if such plan was maintained by the Company within the five (5) years ending on the Determination Date.

(11)    "Top‑Heavy Account Balance": A Member's (including a Member who has received a total distribution from this Plan) or a Beneficiary's aggregate balance standing to his Account as of the Valuation Date coinciding with or immediately preceding the Determination Date; provided, however, that (i) such balance shall include the aggregate distributions made during the one (1) year period ending on the Determination Date (including distributions under a terminated plan which if it had not been terminated would have been included in a Required Aggregation Group); except that in the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "five (5) year period" for "one (1) year period" and (ii) if an Employee or former Employee has not performed any service for any Company maintaining the Plan at any time during the one (1) year period ending on the Determination Date, his Account (and/or the Account of his Beneficiary) shall not be taken into account.

(12)    "Top‑Heavy Group": An Aggregation Group if, as of a Determination Date, the aggregate present value of accrued benefits for Key Employees in all plans in the Aggregation Group (whether Defined Benefit Plans or Defined Contribution Plans) is more than sixty percent (60%) of the aggregate present value of accrued benefits for all employees in such plans.

(13)    "Top‑Heavy Plan": See Section 24.2.

Section 24.2 Determination of Top‑Heavy Status    

(a)    Except as provided in Section 24.2(b), the Plan shall be a Top‑Heavy Plan if, as of a Determination Date:

(1)    the aggregate of Top‑Heavy Account Balances for Key Employees is more than sixty percent (60%) of the aggregate of all Top‑Heavy Account Balances, excluding for this purpose the aggregate Top‑Heavy Account Balances of Former Employees; or

(2)    if the Plan is included in a Required Aggregation Group which is a Top‑Heavy Group.

(b)    If the Plan is included in a Permissive Aggregation Group which is not a Top‑Heavy Group, the Plan shall not be a Top‑Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top‑Heavy Plan under Section 24.2(a).

Section 24.3 Top‑Heavy Plan Requirements     ‑‑ If the Plan is a Top‑Heavy Plan for any Plan Year, the Plan shall then satisfy the following requirements for such Plan Year:

(a)    The minimum vesting requirement as set forth in Section 24.4.

(b)    The minimum contribution requirement as set forth in Section 24.5.

Notwithstanding any other provisions of the Plan to the contrary, however, the top‑heavy requirements of Code Section 416 and this Article XXIV shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement that meets the requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met.

Section 24.4 Minimum Vesting Requirement     ‑‑ The minimum vesting requirement is satisfied by the provisions of Article VIII.

Section 24.5 Minimum Contribution Requirement     ‑‑ If the Plan is a Top‑Heavy Plan for any Plan Year:

(a)    Each Non‑Key Employee who is eligible to share in any Company contribution for such Plan Year and who is employed by the Company on the last day of such Plan Year shall be entitled to receive an allocation of such contribution which is at least equal to the lesser of three percent (3%) of his Compensation for such Plan Year or the largest percentage of Compensation that is allocated as a Company Contribution, 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 such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation percentage shall be three percent (3%). Any such minimum contribution shall be made without regard to whether or not the Non‑key Employee has made Regular or Deferred Contributions and to the Hours of Service of such Employee during Plan Year. Company Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Company Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m) of the Code.

(b)    For purposes of Section 24.5(a), contributions taken into account with respect to a Key Employee shall include like contributions under all other Defined Contribution plans in a Required Aggregation Group, excluding any

such plan in the Required Aggregation Group if that plan enables a Defined Benefit Plan in such Required Aggregation Group to meet the requirements of Code Section 401(a)(4) or Code Section 410. Moreover, Deferred Compensation Contributions on behalf of Key Employees are taken into account in determining the minimum required contribution.

(c)    The percentage minimum contribution requirement set forth in Section 24.5(a) may be reduced in accordance with Section 24.6(b).

Section 24.6 Coordination With Other Plans    

(a)    In applying this Article XXIV, a Company and all Controlled Group Members shall be treated as a single employer, and the qualified plans maintained by such single employer shall be taken into account.

(b)    In the event that another Defined Contribution Plan or Defined Benefit Plan maintained by the Company provides contributions or benefits on behalf of Members in this Plan, such other plan(s) shall be taken into account in determining whether this Plan satisfies Section 24.3; and, the minimum contribution required for a Non‑Key Employee in this Plan under Section 24.5 will be reduced or eliminated if the Company maintains another qualified plan under which such minimums are required to be provided.

(c)    In the event a Defined Benefit Plan maintained by the Company provides benefits on behalf of Members in this Plan, the provisions contained in Section 24.6(d) shall be applied in order to preclude either required duplication or inappropriate omission of minimum benefits or contributions.

(d)    Each Non‑Key Employee for whom a minimum contribution is required under Section 24.5 and for whom a minimum benefit is required under a Defined Benefit Plan maintained by the Company shall be provided with the minimum benefit under the Defined Benefit Plan(s), provided that such benefit shall be reduced by an amount (but such reduction shall not result in a minimum benefit of less than zero) of benefits which (if the benefits provided under this Plan were converted to a benefit under the Defined Benefit Plan(s)) is the actuarial equivalent of the benefits provided by the vested portion of the Non‑Key Employee's account balance (including any prior distributions or withdrawals therefrom) in this Plan determined as of the Determination Date of the Plan Year for which the minimum benefit is to be provided and shall not be provided with such minimum contribution under this Plan.

Section 24.7 Actuarial Assumptions     ‑‑ For purposes of this Article, the actuarial assumptions which shall be used are those that are set forth in the Pension Plan.

Section 24.8 Construction     ‑‑ The term "present value of accrued benefits" as used in this Article shall in all appropriate cases include account balances of affected Employees.

ARTICLE XXV. EFFECTIVE DATES    

Section 25.1 General     ‑‑ Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2013. 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, 2013, with respect to periods prior to January 1, 2013. The provisions of this amendment and restatement supersede those of any prior restatement to the extent inconsistent herewith.

Section 25.2 Legal Compliance Effective Date Provisions      ‑‑ Except as otherwise expressly provided herein, each change made to the Plan by this amendment and restatement for the purpose of satisfying a provision of (i) Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") (with technical corrections made by the Job Creation and Worker Assistance Act of 2002), (ii) American Jobs Creation Act of 2004, (iii) Katrina Emergency Tax Relief Act of 2005, (iv) Gulf Opportunity Zone Act of 2005, (v) Pension Protection Act of 2006 ("PPA"), (vi) U.S. Troop Readiness, Veterans' Care, Katrina Recovery, and Iraq Accountability Appropriations Act, 2007, (vii) Heroes Earnings Assistance and Relief Act of 2008 ("Heart Act"), (viii) Emergency Stabilization Act of 2008, (ix) Worker, Retiree, and Employer Recovery Act of 2008 ("WRERA"), (x) any other change in the Code or ERISA, or (xi) regulations, rulings, or other published guidance issued under the Code, ERISA or the legislative enactments listed above (a "Compliance Amendment"), shall be effective as of the first date such change became required by reason of such provision and shall also be effective with respect to any plan merged into the Plan as of the first date such change became required by reason of such provision (including for periods prior to the merger date to the extent so required), and accordingly is also an amendment of any plan merged into the Plan for this purpose. This provision shall be effective to amend any plan merged into the Plan only with respect to Compliance Amendments, and shall not be construed to expand the definition of "eligible employee," change benefit rates, or otherwise change any substantive provision of any plan merged into the Plan that is not directly affected by a Compliance Amendment prior to the merger date. This amendment and restatement is intended as good faith compliance with the requirements of legislative enactments described above and is to be construed in accordance with guidance issued thereunder.

	EATON CORPORATION
_______________, 2012	By:
Cleveland, Ohio

11700272.6

EX-10.TT

Exhibit 10 (tt)

EATON SUPPLEMENTAL RETIREMENT PLAN

Eaton Corporation hereby establishes, effective as of January 1, 2013, the Eaton Supplemental Retirement Plan on the terms and conditions herein set forth. The Plan provides eligible employees with benefits that would otherwise be unavailable by reason of certain limitations on benefits provided under the Eaton Savings Plan. The Plan may also provide other benefits at the discretion of the Committee. The Plan is intended to be an unfunded nonqualified deferred compensation arrangement maintained for certain members of a select group of management or highly compensated employees.

ARTICLE I
DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning.

"Account" means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to this Plan. The Account shall be a bookkeeping entry only and shall be used solely as a device to measure and determine the amounts, if any, to be paid to a Participant or his Beneficiary under the Plan.

"Beneficiary" or "Beneficiaries" means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant's Account in the event of the death of the Participant prior to the Participant's receipt of the entire amount credited to his Account.

"Beneficiary Designation Form" means the form established from time to time by the Committee or its designee (in a paper or electronic format) that a Participant completes and submits to the Company in accordance with such terms and conditions as may be established by the Committee or its designee.

"Board" means the Board of Directors of Eaton Corporation plc.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Pension Administration Committee appointed by the Board.

"Company" means Eaton Corporation and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Eaton Corporation with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

"Controlled Group" means (i) the Company, and (ii) all entities with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language "at least 50 percent" is used instead of "at least 80 percent" each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), "at least 50 percent" is used instead of "at least 80 percent" each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of "service recipient" contained in Section 409A of the Code.

"Eaton Retirement Contribution" means an Eaton Retirement Contribution as defined under the ESP.

"Eligible Employee" has the meaning given to such term in Section 2.1.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ESP" means the Eaton Savings Plan, as amended from time to time.

"Participant" means any Eligible Employee who (i) at any time had a Retirement Credit credited to his Account in accordance with the Plan, and (ii) in conjunction with his Beneficiary, has not received a complete payment of the amount credited to his Account.

"Pension Investment Committee" means the Pension Investment Committee appointed by the Board.

"Plan" means this Eaton Supplemental Retirement Plan as set forth herein and as from time to time in effect.

"Retirement Credit" has the meaning given to such term in Section 3.1.

"Separation from Service" means a termination of employment with the Controlled Group in such a manner as to constitute a "separation from service" as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Controlled Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.

"Specified Employee" means a "specified employee" as defined in Section 409A of the Code (with such classification to be determined in accordance with the methodology established by the Committee from time to time in its sole discretion) of the Company or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.

ARTICLE II
ELIGIBILITY ACCOUNTS

2.1.Eligibility. Participation in the Plan is limited to those employees of the Controlled Group who (a) are eligible to receive Eaton Retirement Contributions under the ESP pursuant to and in accordance with the eligibility criteria applicable under the ESP and (b) whose Eaton Retirement Contributions under the ESP are limited by reason of (i) Section 401(a)(17) of the Code and/or Section 415 of the Code, (ii) the deferral of certain income which, but for the deferral, would be included in the definition of "Retirement Compensation" under the ESP, or (iii) a combination of the foregoing ("Eligible Employees"). The Committee may at any time, in its sole discretion, change the eligibility criteria for Eligible Employees, or determine that one or more Participants will cease to be an Eligible Employee.

2.2.Enrollment Requirements. Each Participant shall file a Beneficiary Designation Form with the Committee no later than the date or dates specified by the Committee. A Participant's Beneficiary Designation Form may be changed at any time prior to his death by the execution and delivery of a new Beneficiary Designation Form. The Beneficiary Designation Form on file with the Committee that bears the latest date at the time of the Participant's death shall govern. If a Participant fails to properly designate a Beneficiary in accordance with this Section 2.2, then his Beneficiary shall be his estate. In addition, the Committee may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3.Accounts. The Committee shall establish and maintain an Account for each Participant. A Participant's Account shall be credited with Retirement Credits in accordance with Article III. A Participant's Account thereafter shall be credited with gains, losses and earnings as provided in Article IV and shall be debited for any payments made to the Participant as provided in Article V.

ARTICLE III
RETIREMENT CREDITS

3.1.Amount of Credit. Subject to Section 3.4, there shall be credited to each Eligible Employee's Account for each payroll period an amount (a "Retirement Credit") equal to the excess, if any, of:

(a)     the Eaton Retirement Contribution that would have been made under the ESP on behalf of the Eligible Employee for such payroll period if (i) the limitations imposed by Sections 401(a)(17) of the Code and Section 415 of the Code did not apply, and (ii) the definition of "Retirement Compensation" used in the ESP included the Eligible Employee's voluntary deferrals of compensation under the Eaton Corporation Deferred Incentive Compensation Plan II (or its successor), over

(b)     the Eaton Retirement Contribution actually made under the ESP on behalf of the Eligible Employee for such payroll period.

3.2.Date of Credit. Retirement Credits for a payroll period shall be treated as if they were set aside in an Eligible Employee's Account as soon as administratively practicable following the end of that payroll period and on the date specified by the Committee in its sole discretion.

3.3.Vesting.Each Participant's Account shall become vested at the same time and under the same circumstances as his Eaton Retirement Contribution Account under the ESP.

ARTICLE IV
CREDITING OF GAINS, LOSSES AND EARNINGS TO ACCOUNTS

To the extent provided by the Committee in its sole discretion, each Participant's Account will be credited with gains, losses and earnings based on investment directions made by the Participant in accordance with investment crediting options and procedures established from time to time by the Pension Investment Committee. The Pension Investment Committee specifically retains the right in its sole discretion to change the investment crediting options and procedures from time to time. Each Participant acknowledges and agrees that the Controlled Group is not and shall not be required to make any investment in connection with the Plan, nor is it required to follow the Participant's investment directions in any actual investment it may make or acquire in connection with the Plan or in determining the amount of any actual or contingent liability or obligation of the Company or any other member of the Controlled Group thereunder or relating thereto. Any amounts credited to a Participant's Account with respect to which a Participant does not provide investment direction shall be credited with gains, losses and earnings as if such amounts were invested in an investment option to be selected by the Pension Investment Committee in its sole discretion.

ARTICLE V
PAYMENTS

5.1.Date of Payment of Account. Except as otherwise provided in this Article V, the vested amounts credited to a Participant's Account shall be paid to the Participant (or his Beneficiary in the event of the Participant's death), in a single lump sum, within 90 days following the Participant’s Separation from Service.

5.2.Mandatory Six-Month Delay. Except as otherwise provided in Section 5.3 or 5.4, and to the extent required in order to comply with Section 409A of the Code, any payment under the Plan that is made as a result of the Separation from Service of a Specified Employee and that would otherwise be paid during the first six months following such Separation from Service shall be paid during the seventh calendar month beginning after the Participant’s Separation from Service (or if earlier, upon the Participant’s death). This provision shall only apply to a payment made under the Plan if the stock of the Company or the stock of a member of the Controlled Group is traded on an established securities market.

5.3.Discretionary Acceleration of Payments. The Committee may, in its sole discretion, accelerate the time of a payment under the Plan to a time otherwise permitted under Section 409A of the Code in accordance with this Section 5.3. The provisions of this Section 5.2 are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j) and shall be interpreted and administered accordingly.

(a)    Domestic Relations Orders. The Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b)    Conflicts of Interest. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan the to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule).

(c)    Employment Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where applicable, on compensation deferred under the Plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 of the Code wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.

(d)    Limited Cash-Outs. The Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant's interest under the Plan,

including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A of the Code.

(e)    Payment Upon Income Inclusion Under Section 409A. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan at any time the Plan fails to meet the requirements of Section 409A of the Code. The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.

(f)    Payment of State, Local, or Foreign Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount). Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the participant. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount.

(g)    Certain Offsets. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as satisfaction of a debt of the Participant to the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the ordinary course of the service relationship between the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) and the Participant, the entire amount of reduction in any of the taxable years of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(h)    Bona fide disputes as to a right to a payment. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) of an arm's length, bona fide dispute as to the Participant's right to the deferred amount.

(i)    Plan Terminations and Liquidations. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 7.2.

Except as otherwise specifically provided in this Plan, including but not limited to this Section 5.3, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Section 409A of the Code. Moreover, notwithstanding any provision of the Plan to the contrary, in no event may a payment be accelerated following a Specified Employee's Separation from Service to a date that is prior to the first business day of the seventh month following the Participant's Separation from Service (or if earlier, upon the Participant's death) unless otherwise provided in Treasury Regulation Section 1.409A-3(i)(2)(i).

5.4.Delay of Payments.The Committee may, in its sole discretion, and in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-2(b)(7), delay payment under the Plan to a time or form otherwise permitted under Section 409A of the Code under any of the following circumstances, provided that the Committee treats all payments to similarly situated Participants on a reasonably consistent basis:

(a)    Payments subject to Section 162(m). A payment may be delayed to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Company's deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code. If a payment is delayed pursuant to this paragraph, then the payment must be made either (i) during the Company's first taxable year in which the Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) of the Code, or (ii) during the period beginning with the first business day of the seventh month following the Participant's Separation from Service (the "six month anniversary") and ending on the later of (x) the last day of the taxable year of the Company in which the six month anniversary occurs or (y) the 15th day of the third month following the six month anniversary. Where any scheduled payment to a specific Participant in a Company's taxable year is delayed in accordance

with this paragraph, all scheduled payments to that Participant that could be delayed in accordance with this paragraph must also be delayed. The Committee may not provide the Participant an election with respect to the timing of the payment under this paragraph. For purposes of this paragraph, the term Company includes any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.

(b)    Federal Securities Laws or Other Applicable Law. A payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation. For purposes of the preceding sentence, the making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

(c)    Other Events and Conditions. A payment may be delayed upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

5.5.Actual Date of Payment.To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in this Article V, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.

5.6.Discharge of Obligations. The payment to a Participant or his Beneficiary of the vested amounts credited to his Account in a single lump sum pursuant to this Article V shall discharge all obligations of the Controlled Group to such Participant or Beneficiary under the Plan with respect to that Account.

ARTICLE VI
ADMINISTRATION

6.1.General. The Committee shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. In general, the Committee shall have the full power, discretion and authority to carry out the provisions of the Plan; in particular, the Committee shall have full discretion to (a) interpret all provisions of the Plan, (b) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (c) resolve all other questions arising under the Plan, including any factual questions and questions of construction, (d) determine all claims for benefits, and (e) take such further action as the Committee shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final, conclusive, and binding on all persons, including the Company, its shareholders, the other members of the Controlled Group, employees, Participants, and their estates and Beneficiaries.

6.2.Compliance with Section 409A of the Code. It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any Retirement Credits or any earnings thereon in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or Beneficiaries. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Although the Committee shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of amounts credited to a Participant's Account under this Plan is not warranted or guaranteed. Neither the Company, the other members of the Controlled Group, their directors, officers, employees, advisors, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant, Beneficiary or other taxpayer as a result of the Plan. Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase "permitted by Section 409A of the Code," or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount credited to a Participant's Account under the Plan to be includible in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of the Code.

6.3.Claims Procedure. Any person who believes he is entitled to receive a benefit under the Plan shall make application in writing on the form and in the manner prescribed by the Committee. If any claim for benefits filed by any person under the Plan (the "claimant") is denied in whole or in part, the Committee shall issue a written notice of such adverse benefit determination to the claimant. The notice shall be issued to the claimant within a reasonable period of time but in no event later than 90 days from the date the claim for benefits was filed or, if special circumstances require an extension, within 180 days of

such date. The notice issued by the Committee shall be written in a manner calculated to be understood by the claimant and shall include the following: (a) the specific reason or reasons for any adverse benefit determination, (b) the specific Plan provisions on which any adverse benefit determination is based, (c) a description of any further material or information which is necessary for the claimant to perfect his claim and an explanation of why the material or information is needed, and (d) an explanation of the Plan's claim review procedure and time limits applicable to the Plan's claim review procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

ARTICLE VII
AMENDMENT AND TERMINATION

7.1.General. The Board shall have the authority to amend, terminate or freeze the Plan, in whole or in part, at any time. Moreover, the Committee may amend the Plan at any time in its sole discretion for any reason, including to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law.

7.2.Payments Upon Termination of Plan. Except as otherwise provided in Section 5.3, in the event that the Plan is terminated, the vested amounts allocated to a Participant's Account shall be paid to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive payments hereunder without regard to the termination of the Plan. Notwithstanding the preceding sentence:

(d)    Liquidation; Bankruptcy. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary within 12 months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(a), provided that the amounts are included in the Participant's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan termination and liquidation occurs; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture as defined under Section 409A of the Code; or (iii) the first calendar year in which the payment is administratively practicable.

(e)    Change in Control Event. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary, pursuant to irrevocable action taken by the Board within the 30 days preceding or the 12 months following a change in control event (as defined in Treasury Regulation Section 1.409A-3(i)(5)), provided that this paragraph will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 month of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements. Solely for purposes of this paragraph, where the change in control event results from an asset purchase transaction, the applicable service receipt with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

(f)    Discretionary Terminations. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code); (ii) The Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Section 409A of the Code if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated; (iii) no payments in liquidation of the Plan are made within 12 months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (iv) all payments are made within 24 months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan; and (v) the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) does not adopt a new plan that would be aggregated with

any terminated and liquidated plan under Section 409A of the Code if the same Participant participated in both plans, at any time within three years following the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan.

(g)    Other Events. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire Account to the Participant or, if applicable, his beneficiary upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE VIII
MISCELLANEOUS

8.1.Non-alienation of Deferred Compensation. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process, or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject to Section 5.2, the Committee may honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participant's or Beneficiary's interest under this Plan to an "alternate payee" as defined in Section 414(p) of the Code.

8.2.Participation by Employees of Controlled Group Members. The Plan shall be applicable to each member of the Controlled Group which has employees described in Section 2.1 or described in the Supplemental Addendum Re: Cooper Legacy Benefit. The Account of a Participant employed by a member of the Controlled Group shall be paid in accordance with the Plan solely by such member, unless the Board otherwise determines that the Company shall be the obligor.

8.3.Benefits Addenda. In addition to the benefits described in the Plan, the Company may determine to provide additional or different benefits under the Plan for selected individuals. In the event such benefits are to be provided, specific provisions relating to such benefits shall be set forth in a Supplemental Addendum to the Plan. Except to the extent specific provisions set forth in the Supplemental Addendum provide otherwise, the provisions of the Plan shall apply to such benefits.

8.4.Interest of Participant. The obligation of the Company and any other participating member of the Controlled Group under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company (or, if applicable, the participating member of the Controlled Group) to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Controlled Group. Nothing in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the intention of the Company and the Controlled Group that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may in its sole discretion create a trust to hold funds to be used in payment of its and the Controlled Group's obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the general creditors of the Company, and if applicable, the other participating members of the Controlled Group.

8.5.Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against any member of the Controlled Group or the officers, employees or directors of a Controlled Group member, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

8.6.Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted.

8.7.Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.

8.8.Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Company" for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.

8.9.Withholding of Taxes.

(a)A Controlled Group member may withhold or cause to be withheld from any payments under this Plan all federal, state, local and other taxes as shall be legally required.

(b)    A Controlled Group member may, in its sole discretion, deduct from any amount of salary, bonus, incentive compensation or other payment otherwise payable in cash to the Participant (other than deferred compensation within the meaning of Section 409A of the Code) any taxes required to be withheld with respect to the crediting of the Retirement Credits, including social security and Medicare (FICA) taxes. In lieu of such deductions from other compensation, the Controlled Group member may, in its sole discretion, require a Participant to promptly pay to the Controlled Group member any such taxes that must be withheld upon the crediting or vesting of any Retirement Credits.

8.10.Electronic or Other Media. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.

8.11.Headings; Interpretation. Headings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. Unless the context clearly requires otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine pronoun.

8.12.Participants Deemed to Accept Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company or the other members of the Controlled Group, in any case in accordance with the terms and conditions of the Plan.

EATON CORPORATION

By:

Cindy K. Brabander
Executive Vice President and Chief Human Resources Officer

SUPPLEMENTAL ADDENDUM RE:COOPER LEGACY BENEFIT

The following provisions shall apply with respect to the Cooper Legacy Benefit, and shall supersede any corresponding provision of the Plan which conflicts with the provisions of this Supplemental Addendum:

Eligibility. Participation under this Supplemental Addendum is limited to those employees of the Controlled Group who are selected by the Committee (each a "Cooper Legacy Participant"). Eligibility under this Supplemental Addendum does not result in eligibility under Section 2.1 of the Plan, but a Cooper Legacy Participant shall otherwise be a Participant within the meaning of Article I of the Plan.

Benefit. An annual credit (a "Cooper Legacy Credit") shall be made to the Account of each Cooper Legacy Participant in an amount determined by action of the Committee in its sole discretion. The amount need not be uniform among Cooper Legacy Participants and may be zero.

Credit. The annual Cooper Legacy Credit shall be credited to a Cooper Legacy Participant's Account on or about May 1 of each year, and the provisions of Section 3.2 shall not apply.

Vesting. Each Cooper Legacy Participant shall become fully vested in his Account under this Supplemental Addendum upon completion of five Years of Vesting Service within the meaning of the Cooper Retirement Savings and Stock Ownership Plan, and the provisions of Section 3.3 shall not apply with respect to Cooper Legacy Credits.

Duration. There shall be no Cooper Legacy Credit for any period after December 31, 2014.

EX-10.UU

Exhibit 10 (uu)

EXECUTION COPY

THE EATON PUERTO RICO

RETIREMENT SAVINGS PLAN

(April 1, 2013 Restatement)

TABLE OF CONTENTS

ARTICLE I PURPOSE    

1.01 Purpose     2

ARTICLE II DEFINITIONS 2

2.01 Account    2

2.02 Administrator    3

2.03 Affiliated Corporation    4

2.04 Amount Credited    4

2.05 Basic Allotment    4

2.06 Beneficiary    4

2.07 Board    4

2.08 Code and PRIRC    4

2.09 Committee    4

2.10 Company    4

2.11 Eaton    4

2.12 Eaton Common Shares    5

2.13 Eaton Retirement Contributions    5

2.14 Eligible Employee    5

2.15 Employing Companies    5

2.16 Employing Company Contributions    6

2.17 Enrollment Date    6

2.18 ERISA    6

2.19 Fund or Funds    6

2.20 Highly Compensated Employee    6

2.21 Hour of Service    7

2.22 Investment Committee    7

2.23 Non‑Vested Portion    7

2.24 Participating Employee    7

2.25 Payroll Office    7

2.26 Plan    8

2.27 Plan Administrator    8

2.28 Plan Year    8

2.29 Prior Employing Company    8

2.30 Prior Plan    8

2.31 Prescribed Form    8

2.32 Regular Stated Salary    8

2.33 Rollover Amounts    8

2.34 Retirement Compensation    9

2.35 Supplementary Allotment    9

2.36 Total Compensation    9

2.37 Trustee    9

2.38 Trust Fund    9

2.39 Valuation Date    9

2.40 Vested Portion    10

2.41 Years of Service    10

ARTICLE III SERVICE 10

3.01 Definitions    10

3.02 Crediting of Hours of Service    11

3.03 Crediting of Continuous Service    12

3.04 Years of Service    12

ARTICLE IV WHAT ELIGIBLE EMPLOYEES MUST DO TO PARTICIPATE IN THE PLAN 12

4.01 Election to Participate    12

4.02 Time for Making Election    13

4.03 Application for Participation    13

4.04 Determination of Eligibility    13

4.05 Rollover Before Electing to Participate    13

4.06 Rehired Employees    14

4.07 Automatic Enrollment    14

ARTICLE V ALLOTMENTS FROM PAY/ROLLOVERS 16

5.01 Basic Allotments    16

5.02 Supplementary Allotments    16

5.03 Limitations on Contributions    16

5.04 Payments into the Plan    17

5.05 Vesting of Allotments    17

5.06 Change in Rate of Allotments    17

5.07 Rollovers    18

5.08 The Committee’s Right to Redesignate or Return Contributions    18

5.09 Limitation on Basic and Supplementary Allotments    18

5.10 Definitions    19

5.11 Insufficient Pay    19

ARTICLE VI LIMITATION OF CREDITS TO PARTICIPATING EMPLOYEE’S ACCOUNT 20

6.01 Percentage and Dollar Limitations    20

6.02 Definition of Amounts Credited    20

6.03 Definition of Total Compensation    20

6.04 Reduction of Amounts Credited to Comply with Article VI Limitations    21

ARTICLE VII EMPLOYING COMPANY AND EATON RETIREMENT CONTRIBUTIONS 22

7.01 Amount of Employing Company Contributions    22

7.02 Eaton Retirement Contributions    22

7.03 Vesting of Employing Company and Eaton Retirement Contributions    23

7.04 Additional Vesting Rules    24

7.05 Military Service    24

ARTICLE VIII INVESTMENT OF ACCOUNTS 25

8.01 Initial Election    25

8.02 Changes in Investment Election    25

8.03 Changes in Investment of Account Balances    26

8.04 No Investment Election/Invalid Investment Election    26

8.05 Diversification of Eaton Common Shares    26

8.06 Investment in Puerto Rico Property    27

ARTICLE IX VOTING RIGHTS; TENDER OFFERS AND ERISA SECTION 404(c) 27

9.01 Voting Rights.    27

9.02 Tenders and Exchanges.    29

9.03 Information Provided Under ERISA Section 404(c).    34

ARTICLE X ACCOUNTS AND RECORDS OF PLAN 36

10.01 Accounts and Records    36

10.02 Payment of Fees and Expenses    36

10.03 Valuation; Allocation of Investment Earnings and Losses    36

10.04 Valuation of Investments and Credits to Accounts.    37

ARTICLE XI WITHDRAWAL AND DISTRIBUTION 37

11.01 Payments    37

11.02 Withdrawals During Employment.    38

11.03 Effect of Withdrawals    41

11.04 Distribution upon Retirement or Termination.    41

11.05 Distribution on Death of a Participating Employee    42

11.06 Restoration of Forfeited Amounts    42

11.07 HEART Act Reservist Withdrawals    42

11.08 Direct Rollovers    43

ARTICLE XII APPLICATION OF FORFEITED CONTRIBUTIONS 44

12.01 Application of Forfeited Amounts    44

ARTICLE XIII ADMINISTRATION BY TRUSTEE 45

13.01 Trust Agreements    45

13.02 Temporary Investments and Uninvested Funds    45

13.03 Audit of the Plan    46

ARTICLE XIV TRANSFERS AMONG AFFILIATED COMPANIES 46

14.01 General Rule    46

14.02 Transfer to Affiliated Corporation of Eaton Corporation Which is Not an Employing Company    46

14.03 Transfer from an Affiliated Corporation of Eaton Corporation which is not an Employing Company    46

ARTICLE XV DESIGNATION OF BENEFICIARIES 47

15.01 Designation of Death Benefit Beneficiary    47

15.02 Forms to be Used    47

15.03 Failure to Designate Beneficiary; Disputes    48

ARTICLE XVI BENEFITS NOT ASSIGNABLE 48

16.01 No Assignment    48

ARTICLE XVII MODIFICATION OR MERGER OF PLAN 48

17.01 Modification    48

17.02 Notice of Modification    49

17.03 Merger; Spin-Off    49

ARTICLE XVIII DISCONTINUANCE AND TERMINATION 49

18.01 Discontinuance and Termination    49

ARTICLE XIX ADMINISTRATION 50

19.01 Committee    50

19.02 Fiduciary Responsibility.    50

19.03 Committee Power and Rules    51

19.04 Reliance    52

19.05 Indemnification    53

19.06 Claims Review Procedure    53

19.07 Additional Capacities    55

19.08 Notices to Committee    55

19.09 Governing Law    55

19.10 Notices to Participating Employees    55

19.11 Commonwealth of Puerto Rico Secretary of the Treasury    56

19.12 Rights Terms    56

19.13 Issuance of Eaton Common Shares    57

APPENDIX A    45

THE EATON PUERTO RICO

RETIREMENT SAVINGS PLAN

(April 1, 2013 Restatement)

Introduction

For periods prior to January 1, 2011, Eaton Corporation (“Eaton”) sponsored the Eaton Electrical de Puerto Rico Inc. Retirement Savings Plan (known for periods prior to January 1, 2006 as the Cutler-Hammer de Puerto Rico Inc. Retirement Savings Plan) (the “Prior Plan”). The Prior Plan was qualified under both Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and under Sections 1(a) and (e) of the Puerto Rico Internal Revenue Code of 1994, as amended. The Prior Plan covered certain Employees who are bona fide residents of Puerto Rico who perform all of their services in Puerto Rico.

Subsequent to the publication of Revenue Ruling 2008-40, Eaton determined to use the transitional relief provisions thereunder, and Cutler-Hammer Electrical Company (the “Company”) determined to establish The Eaton Puerto Rico Retirement Savings Plan (the “Plan”) effective as of the close of business on December 31, 2010 (the “Effective Date”). All assets and liabilities of the Prior Plan relating to Employees who are bona fide residents of Puerto Rico who perform all of their services for the employer in Puerto Rico, including assets and liabilities relating to similarly situated former Employees, were transferred to the Plan as of the Effective Date. On and after the Effective Date, Eligible Employees who are bona fide residents of Puerto Rico who perform all of their services for the employer in Puerto Rico will be eligible to accrue benefits solely under the Plan.

The Company established the Plan effective as of the close of business on December 31, 2010. The provisions of the Plan are intended to carry forward the provisions of the Prior Plan for the eligible group. In connection with the transfer of assets and liabilities referenced above, effective as of the close of business on December 31, 2010, each Participating Employee had the same account balance under the Plan as of the close of business on December 31, 2010 as such Participating Employee had under the Prior Plan immediately prior to such transfer. Notwithstanding any other provision of the Plan to the contrary, in no event shall such transfer of assets and liabilities result in the duplication of any benefit under the Plan or the Prior Plan.

Subsequent to the Effective Date, the Puerto Rico Internal Revenue Code of 2011 (the “PRIRC”) was adopted superseding the Puerto Rico Internal Revenue Code of 1994 in a variety of respects. The Plan was restated, effective January 1, 2011, to reflect new provisions of law, as well as for other purposes. The Plan, as restated, was subsequently further amended primarily for the purposes of reflecting legislation that made technical corrections to the PRIRC and changes in the corporate structure of Eaton and its affiliates. It is now desired to amend and restate the provisions of the Plan, effective April 1, 2013, to reflect the addition of Eaton Retirement Contributions, as well as for other purposes.

Notwithstanding the fact that the Plan contains references to the Code, the Plan is not intended to be qualified under Section 401(a) of the Code. Instead, the Plan is intended to be qualified only under Sections 1081.01(a) and (d) of the PRIRC. No provision of the Plan shall be construed so as to cause the Plan to be qualified under Section 401(a) of the Code.

ARTICLE IPURPOSE

1.01    Purpose. The purpose of The Eaton Puerto Rico Retirement Savings Plan (the “Plan”) is to provide a convenient way for Eligible Employees to accumulate capital on a regular and long-term basis and to provide for the retirement of the Eligible Employees of the Employing Companies.

Nothing contained in this Plan shall require the Employing Companies to retain any Eligible Employee in its service, or shall be construed as a contract of employment between the Employing Companies and any Eligible Employee, or as a limitation of the right of the Employing Companies to discharge any of its Eligible Employees, with or without cause.

This Plan is intended to be qualified under Section 1081.01(a) and (d) of the PRIRC. The Trust established in connection therewith is intended to be exempt from taxation under Section 1101.01(a)(4)(D) and 1081.01(a) of the PRIRC. The Plan and Trust are intended to comply with applicable requirements of ERISA.

ARTICLE IIDEFINITIONS

Wherever used herein, a pronoun or adjective in the masculine gender includes the feminine gender, the singular includes the plural, and the following meanings unless a different meaning is clearly required by the context:

2.01    “Account“ shall mean the separate account maintained under the Plan for each Participating Employee that represents the Participating Employee’s total proportionate interest in the Trust Fund as of any Valuation Date. A Participating Employee’s Account consists of the sum of the following subaccounts:

(a)    “Allotments Account” shall mean the portion of the Participating Employee’s Account that evidences the value of the Participating Employee’s Basic and Supplementary Allotments, including any gains and losses of the Trust Fund attributable thereto.

(b)    “Eaton Retirement Contributions Account” shall mean the portion of the Participating Employee’s Account that evidences the value of the Eaton Retirement Contributions made on behalf of the Participating Employee, including any gains and losses of the Trust Fund attributable thereto.

(c)    “Employing Company Contributions Account” shall mean the portion of the Participating Employee’s Account that evidences the value of the Employing Company Contributions made on behalf of the Participating Employee, including any gains and losses of the Trust Fund attributable thereto.

(d)    “Rollover Account” shall mean the portion of the Participating Employee’s Account that evidences the value of any Rollover Amount, including any gains and losses of the Trust Fund attributable thereto.

(e)    “Company Contributions Transferred from Westinghouse” shall mean the portion of the Participating Employee’s Account that evidences the value of any company match allocated to Participating Employees prior to February 1, 1994, including any gains and losses of the Trust Fund attributable thereto.

2.02    “Administrator“ shall mean Eaton unless Eaton designates another person or persons to act as such.

2.03    “Affiliated Corporation“ shall mean any corporation or business which would be aggregated with an Employing Company for a relevant purpose under Section 1081.01(a)(14) of the PRIRC.

2.04    “Amount Credited“ for the purpose of Article V shall have the meaning set forth in Section 6.02.

2.05    “Basic Allotment“ shall mean the amounts described in Section 5.01.

2.06    “Beneficiary    “ shall mean any person entitled under this Plan to receive benefits upon the death of a Participant.

2.07    “Board    “ shall mean the Board of Directors of Eaton Corporation plc.

2.08    “Code” and “PRIRC    “ shall mean, respectively, the United States Internal Revenue Code of 1986 as amended from time to time and in effect, and the Puerto Rico Internal Revenue Code of 2011 as amended from time to time and in effect.

2.09    “Committee“ shall mean the Pension Administration Committee appointed by the Board.

2.10    “Company“ shall mean Cutler-Hammer Electrical Company, and any successor thereto, which is or becomes the Plan Sponsor.

2.11    “Eaton    “ means Eaton Corporation and any successor thereto.

2.12    “Eaton Common Shares“ shall mean the fund maintained by the Trustee consisting of Eaton Common Shares and cash or cash equivalents. Eaton Common Shares are purchased with the money invested in this fund and dividends are reinvested to purchase additional shares. Appreciation or depreciation is determined by the performance of Eaton Common Shares on the New York Stock Exchange (NYSE). “Eaton Common Shares” or “Eaton Shares” shall mean ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc.

2.13    “Eaton Retirement Contributions“ shall mean the contributions made by the Employing Companies as described in Section 7.02.

2.14    “Eligible Employee“ shall mean an employee rendering service in Puerto Rico who is an employee in the service of an Employing Company on a full-time basis and who is not covered under a collective bargaining agreement unless retirement benefits were not the subject of good faith bargaining or the collective bargaining agreement calls for coverage under the Plan.

For these purposes, an employee shall be considered in the service of an Employing Company on a full-time basis if he works with an Employing Company 40 hours or more per week. Casual, temporary or leased employees shall not be considered as Eligible Employees.

2.15    “Employing Companies“ shall mean Eaton, the Company, and any other Affiliated Corporation which has employees rendering service in Puerto Rico which have been designated by Eaton or the Committee as eligible to participate in the Plan as listed in Appendix A attached hereto. Appendix A may be amended in the future by Eaton or the Committee to include or exclude from participation in the Plan any of its Affiliated Corporations.

2.16    “Employing Company Contributions    “ shall mean the contributions made by the Employing Companies as described in Section 7.01.

2.17    “Enrollment Date“ shall mean for periods after December 31, 2010, January 1, 2011, or any date thereafter.

2.18    “ERISA“ shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import.

2.19    “Fund” or ”Funds    “ shall mean the Fixed Income Fund, Eaton Common Shares Fund, Stock Index Fund, Balanced Index Fund, Developed Markets Index Fund, or such other funds as the Committee may designate in its discretion.

2.20    “Highly Compensated Employee“ shall mean an employee of an Employing Company or an Affiliated Corporation who:

(a)    during the current Plan Year, is an officer of an Employing Company or an Affiliated Corporation;

(b)    during the current Plan Year owns more than five-percent (5%) of shares with voting rights or owns more than five percent (5%) of the total value of all classes of employer shares; or

(c)    during the preceding year received compensation (based on any measure of compensation permissible for this purpose under PRIRC) in excess of the applicable limit for the particular taxable year under Section 414(q)(1)(B) of the Code, as adjusted by the U.S. Internal Revenue Service.

2.21    “Hour of Service“ shall mean with respect to a person each hour, if any, that may be credited to him in accordance with the provisions of Article III.

2.22    “Investment Committee“ shall mean the Investment Committee appointed by the Board to which various fiduciary functions relating to the control and management of assets of the Plan have been allocated.

2.23    “Non‑Vested Portion    “ shall mean Account balances which are attributable to Employing Company Contributions and Eaton Retirement Contributions which have not become Vested in accordance with Article VII.

2.24    “Participating Employee“ shall mean an Eligible Employee who has elected (or who is deemed to have elected) to participate in the Plan as provided under Article IV or who is an ERC Eligible Participant under Section 7.02 and whose participation has not terminated as provided in the Plan.

2.25    “Payroll Office“ shall mean the Eligible Employee’s payroll office, as designated by the Employing Company.

2.26    “Plan    “ shall mean The Eaton Puerto Rico Retirement Savings Plan.

2.27    “Plan Administrator    “ shall mean the Committee.

2.28    “Plan Year“ shall mean the calendar year.

2.29    “Prior Employing Company    “ shall mean Westinghouse de Puerto Rico, Inc.

2.30    “Prior Plan“ shall mean the Eaton Electrical de Puerto Rico Inc. Retirement Savings Plan.

2.31    “Prescribed Form“ shall mean an administrative form prepared and made available by the Committee, which may be prescribed by the Administrator for use in applying for a benefit or making a beneficiary designation under the Plan.

2.32    “Regular Stated Salary“ shall mean an Eligible Employee’s regular stated salary payable for services rendered as an Eligible Employee, by an Employing Company, as determined from his payroll records, and shall include only base salary (but may include “differential pay” for those on active duty for a period of more than 30 days in uniformed services (as defined in Chapter 43 of Title 38 of the United States Code)).

2.33    “Rollover Amounts“ shall mean that portion of a qualifying rollover distribution from a qualified stock bonus, pension or profit sharing plan to the extent said amounts have not been subject to taxation under the PRIRC, which an Eligible Employee of an Employing Company has elected to transfer to this Plan pursuant to Section 5.07.

2.34    “Retirement Compensation“ shall mean Total Compensation as described in Section 6.03, except that a bonus paid under the Executive Incentive Compensation Plan shall be included, provided that if payment of such a bonus is deferred at the election of the Participating Employee, such amount shall not be included in Retirement Compensation for any year. Notwithstanding any provision of the Plan to the contrary, the Retirement Compensation of a Participating Employee for a Plan Year shall not include any amount in excess of the applicable limit for the particular taxable year under Section 401(a)(17) of the Code, as adjusted by the U.S. Internal Revenue Service.

2.35    “Supplementary Allotment“ shall mean the amounts described in Section 5.02.

2.36    “Total Compensation    “ shall have the meaning set forth in Section 6.03.

2.37    “Trustee“ shall mean the trustee under the trust agreement referred to in Section 13.01.

2.38    “Trust Fund“ shall mean the trust fund established under Article XIII to hold the assets of the Plan.

2.39    “Valuation Date“ shall mean each business day, unless it shall be impracticable, in the sole judgment of the Trustee, to obtain a valuation on any business day in which event it shall be the next business day for which such a valuation may be obtained.

2.40    “Vested Portion“ shall mean the portion of the Participating Employee’s Employing Company Contribution Account and Eaton Retirement Contributions Account in which the Participating Employee has a nonforfeitable interest as provided in Article VII, plus the aggregate balance of the Participating Employee’s Allotments Account, Company Contributions Transferred from Westinghouse and Rollover Account.

2.41    “Years of Service“ for the purpose of the Plan shall mean, except as hereinafter provided, an Eligible Employee’s period of employment with an Employing Company or an Affiliated Corporation determined in accordance with Article III. For this purpose, the years of service with the Prior Employing Company, immediately prior to February 1, 1994, will be considered. In no event shall a person have less service under the Plan following the transfer of assets and liabilities from the Prior Plan to the Plan than he had immediately prior to such transfer. Notwithstanding any other provision to the Plan to the contrary, if as a result of a Plan amendment or a transfer from employment covered under another qualified plan maintained by the Employing Companies, the service crediting method applicable to an Employee changes from one method to another, he shall be credited with Years of Service no less favorable than that required in accordance with regulations under ERISA.

ARTICLE IIISERVICE

3.01    Definitions. For purposes of this Article III, the following terms have the following meanings:

(a)    The “continuous service” of an employee means the service credited to him in accordance with the provisions of Section 3.03.

(b)    The “employment commencement date” of an employee means the date he first completes an Hour of Service.

(c)    The “reemployment commencement date” of an employee means the first date following a severance date on which he again completes an Hour of Service.

(d)    The “severance date” of an employee means the date on which he retires, dies, or his employment with an Employing Company and all Affiliated Corporations is otherwise terminated, provided, however, that if he terminates employment with or is absent from work with an Employing Company and all Affiliated Corporations on account of service with the armed forces of the United States, he shall not incur a severance date if he is

eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employing Company or an Affiliated Corporation within the period during which he retains such reemployment rights.

3.02    Crediting of Hours of Service    . A person shall be credited with an Hour of Service for each hour for which he is paid, or entitled to payment, for the performance of duties for an Employing Company or an Affiliated Corporation. Except as otherwise specifically provided with respect to predecessor employers, Hours of Service shall not be created for employment with a corporation or business prior to the date such corporation or business becomes an Affiliated Corporation. For purposes of this Section 3.02, in the case of an Eligible Employee who was employed by Cooper on November 29, 2012, Hours of Service shall be credited for service with Cooper prior to that date, and “Cooper” shall mean Cooper US, Inc. and each entity which was a member of the controlled group of corporations of which Cooper US, Inc. was a member under the provisions of Section 414(b) or (c) of the Code on November 29, 2012, including any entity into which such an entity may be merged or consolidated after November 30, 2012.

3.03    Crediting of Continuous Service. A person shall be credited with continuous service for the aggregate of the periods of time between his employment commencement date or any reemployment commencement date and the severance date that next follows such employment commencement date or reemployment commencement date; provided, however, that an employee who has a reemployment commencement date within the 12‑consecutive‑month period following the earlier of the first date of his absence or his severance date shall be credited with continuous service for the period between such severance date and reemployment commencement date.

3.04    Years of Service. An employee shall be credited with Years of Service equal to his continuous service.

ARTICLE IV

WHAT ELIGIBLE EMPLOYEES MUST DO TO PARTICIPATE IN THE PLAN

4.01    Election to Participate    . An Eligible Employee may elect to participate in the Plan, immediately upon employment or on any Enrollment Date thereafter. Such election shall be made by authorizing a Basic Allotment in accordance with Section 5.01 and by directing the investment of all allotments in accordance with Section 8.01. For purposes of this Section 4.01, elections in effect under the Prior Plan on the Effective Date shall be given effect as if made under this Plan.

4.02    Time for Making Election. An election pursuant to Section 4.01 shall be made in accordance with rules prescribed by the Administrator. The election made by an Eligible Employee shall become effective as soon as administratively practicable in accordance with procedures established by the Administrator.

4.03    Application for Participation. In order to become a Participating Employee hereunder, but subject to the provisions of Section 4.07 to the extent applicable, each Eligible Employee shall make application for participation in the Plan and agree to the terms hereof. Upon the acceptance of any benefits under this Plan, such Employee shall automatically be deemed to have made application and shall be bound by the terms and conditions of the Plan and all amendments hereto. For purposes of this Section 4.03, application made under the Prior Plan shall be given effect as if made under this Plan.

4.04    Determination of Eligibility. The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employing Company. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan.

4.05    Rollover Before Electing to Participate. An Eligible Employee who is not a Participating Employee (within the definition of Section 2.24) but who nevertheless has made a rollover into the Plan under Section 5.07 shall, solely for the purpose of his Rollover Amount, be considered to be a Participating contributing Employee. Such Eligible Employee shall become a Participating contributing Employee when he subsequently elects to participate under Section 4.01.

4.06    Rehired Employees. In the event a Participating Employee’s employment terminates and he is subsequently reemployed by an Employing Company, and becomes again an Eligible Employee, such employee shall be eligible to become a Participating Employee immediately and the previous period of Service shall be reinstated and utilized in making any subsequent determination of any vested benefit right he may have acquired with respect to the Employing Company Contributions Account and Eaton Retirement Contributions Account. In the case of a Participating Employee who separates from employment with the Employing Company 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 authorization of Basic Allotments and Supplementary Allotments he has in effect on the date of his separation. In the case of a Participating Employee who separates from employment with the Employing Company and who is subsequently rehired after such 30 day administrative period, his participation in the Plan may resume immediately upon entering into a new authorization for Basic Allotments, and the automatic enrollment provisions of Section 4.07 shall not apply.

4.07    Automatic Enrollment    . Notwithstanding anything in this Article IV to the contrary, for each Eligible Employee who is first hired on or after April 1, 2011, and who fails to affirmatively elect to participate in the Plan and fails to affirmatively decline participation in the elective features of the Plan within 30 days from the date he is first eligible to become a Participating Employee, such Eligible Employee will be deemed to have authorized Basic Allotments from pay in an amount equal to 6% of Total Compensation. An Eligible Employee’s deemed election under this Section 4.07 shall commence as soon as administratively practicable after the 30th day following the date on which he is first eligible to become a Participating Employee, provided that the Eligible Employee remains actively employed on that date. A Participating Employee’s subsequent election to

change or suspend his rate of Basic Allotments will apply on the prospective basis only. Any change or suspension of a Participating Employee’s deemed authorization will be effective as soon as administratively practicable after the Administrator receives notice of the revocation or change.

At the time an Eligible Employee becomes eligible to participate in the Plan, the Administrator shall provide the Eligible Employee with a notice explaining the automatic amount by which his Total Compensation shall be reduced for purposes of Basic Allotments in accordance with this Section 4.07, and the Eligible Employee’s right to affirmatively elect either a different contribution amount or no contribution amount. This notice shall describe the procedures for making such an election and the period in which such an election may be made. In addition, the Administrator shall provide annual notice to Eligible Employees who are deemed to have authorized Basic Allotments under this Section 4.07 and who have not subsequently modified that authorization to inform them of the amount by which their Total Compensation is being reduced for purposes of Basic Allotments and their right to change such amount as provided in the Plan.

ARTICLE VALLOTMENTS FROM PAY/ROLLOVERS

5.01    Basic Allotments. Allotments shall be made from pay received in each payroll period. Eligible Employees may, subject to the limitations contained in the Plan, authorize Basic Allotments from pay in amounts equal to 1%, 2%, 3%, 4%, 5% or 6% of Total Compensation. Such Basic Allotment shall be considered an elective “cash or deferred arrangement” under Section 1081.01(d) of the PRIRC.

5.02    Supplementary Allotments. An Eligible Employee who has authorized the maximum Basic Allotment in accordance with Section 5.01 may, subject to the limitations contained in the Plan, authorize Supplementary Allotments in amounts equal up to 24% of Total Compensation. Such Supplementary Allotment shall be considered an elective “cash or deferred arrangement” under Section 1081.01(d) of the PRIRC.

5.03    Limitations on Contributions. An Eligible Employee shall be entitled to contribute to the Plan only through payroll deductions except as allowed by Section 5.07 of the Plan. Notwithstanding the foregoing, for taxable years beginning January 1, 2012, the sum of Basic and Supplementary Allotments, Employing Company Contributions and Eaton Retirement Contributions made on behalf of a Participating Employee shall not exceed the lesser of:

(a)    the applicable limit for the particular taxable year under Section 415(c) of the Code, as adjusted by the U.S. Internal Revenue Service; or

(b)    100% of such Participating Employee’s compensation during taxable year.

For purposes of this Section 5.03, “compensation” will be computed based on the calendar year and will include the amount of any Basic and Supplemental Allotments and any such elective contributions under any other defined contribution plan maintained by an Affiliated Corporation which is required to be aggregated as a single plan for this purpose.

5.04    Payments into the Plan. Basic Allotments and Supplementary Allotments shall be remitted by the Employing Company to the Trustee as soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employing Company assets. Employing Company Contributions and Eaton Retirement Contributions with respect to a Plan Year shall be determined and paid by an Employing Company to the Trust no later than the due date (including extensions) for filing the Employing Company’s income tax return for the taxable year coinciding with such Plan Year.

5.05    Vesting of Allotments    . Basic Allotments, Supplementary Allotments, Rollover Account and Company Contributions Transferred from Westinghouse shall be Vested at all times and shall not be subject to forfeiture. The Employing Company Contributions Account and Eaton Retirement Contributions Account shall be vested pursuant to Section 7.03.

5.06    Change in Rate of Allotments    . A Participating Employee may change the rate of Basic or Supplementary Allotments by filing an election in accordance with rules prescribed by the Administrator. Such election made by an Eligible Employee shall become effective as soon as administratively practicable in accordance with procedures established by the Administrator. A Participating Employee may in the same manner suspend Basic and Supplemental Allotments, and the suspension will be effective as soon as administratively possible.

5.07    Rollovers. An Eligible Employee of an Employing Company may, upon approval of the Committee and submission of proof that the Rollover Amount came from another qualified plan, add a Rollover Amount to the Plan provided that such Rollover Amount is paid to the Trustee within 60 days of the date the employee received the qualifying rollover distribution as described in Section 1081.01(b) of the PRIRC. Rollovers shall be Vested at all times and shall not be subject to forfeiture.

5.08    The Committee’s Right to Redesignate or Return Contributions. Notwithstanding any provisions of this Article V to the contrary, the Administrator may repay to a Participating Employee any Basic or Supplementary Allotments if necessary to satisfy the participation and nondiscrimination requirements of Section 5.09 and Section 1081.01(d)(3) of the PRIRC.

5.09    Limitation on Basic and Supplementary Allotments    . The amounts repaid by the Administrator pursuant to Section 5.08 shall be the amounts necessary so that the Actual Deferral Percentage for Highly Compensated Eligible Employees (as herein defined below) of an Employing Company for the Plan Year bears a relationship to the Actual Deferral Percentage (as herein defined below) for all other Eligible Employees of an Employing Company for such Plan Year which satisfies either of the following tests:

(a)    The Actual Deferral Percentage for the Highly Compensated Eligible Employees is not more than 1.25 times the Actual Deferral Percentage of all other Eligible Employees.

(b)    The excess of the Actual Deferral Percentage for the Highly Compensated Eligible Employees over the Actual Deferral Percentage for all Eligible Employees does not exceed 2%, and the Actual Deferral Percentage for the Highly Compensated Eligible Employees is not more than 2 times the Actual Deferral Percentage of all other Eligible Employees.

5.10    Definitions. For the purpose of this Section 5.10, the following terms shall have the following meanings:

(a)    “Actual Deferral Percentage” shall mean the average of the ratios (calculated separately for each Eligible Employee in the Group) of (i) the amount of Basic and Supplementary Allotments in the Plan Year, to (ii) the Eligible Employee’s “Regular Stated Salary,” “Total Compensation” or any other measure of salary and wages permissible under PRIRC for the Plan Year.

(b)    “Highly Compensated Eligible Employees” shall mean Eligible Employees who are Highly Compensated Employees.

The same measure of compensation may be used to determine the Actual Deferral Percentage as is used to determine Highly Compensated Eligible Employees.

5.11    Insufficient Pay. The making of allotments from the pay of a Participating Employee shall be suspended if the pay is insufficient (after all other authorized deductions from pay) to permit the making of the full amount of such allotments.

ARTICLE VILIMITATION OF CREDITS TO PARTICIPATING EMPLOYEE’S ACCOUNT

6.01    Percentage and Dollar Limitations. Notwithstanding any other provision of the Plan, the maximum Amount Credited to the Account of any Participating Employee in any Plan Year shall not exceed the lesser of 30% of Total Compensation or the maximum imposed by the law as stated in Section 1081.01(d) of the PRIRC. Moreover, the following limits shall apply with respect to the Amount Credited to any Participating Employee:

For the taxable year beginning January 1, 2011	$10,000
For the taxable year beginning January 1, 2012	$13,000
For taxable years beginning January 1, 2013 and after	$15,000

6.02    Definition of Amount Credited. In determining the limitations of the preceding Section 6.01, the “Amount Credited” to a Participating Employee’s account shall mean all Basic Allotments and Supplementary Allotments.

6.03    Definition of Total Compensation. “Total Compensation” shall mean a Participating Employee’s regular wages or salary plus any commissions, shift differential, or overtime pay. Total Compensation shall not include bonuses or incentive awards. If a Participating Employee has a severance from employment with the Employing Company and all Affiliated

Corporations, Total Compensation shall not include amounts received by the Participating Employee following such severance from employment except amounts that would otherwise have been paid to the Participating Employee in the course of his employment and are regular compensation for service during the Participating Employee’s regular working hours, compensation for services outside the Participating Employee’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 Total Compensation if his employment had continued and (2) are paid following termination of employment during the 30 day administrative period, but not later than 2 1/2 months after such severance from employment. Total Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Participating Employee would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Total Compensation if his employment had continued and (3) such amounts are paid within the period specified in the prior sentence. Notwithstanding any provision of the Plan to the contrary, effective January 1, 2012, the Total Compensation of a Participating Employee for a Plan Year shall not include any amount in excess of the applicable limit for the particular taxable year under Section 401(a)(17) of the Code, as adjusted by the U.S. Internal Revenue Service.

6.04    Reduction of Amounts Credited to Comply with Article VI Limitations. In the event that the Amount Credited (as defined in Section 6.02) to the Account of a Participating Employee is limited under this Article VI, the reduction of the Amount Credited will apply, to the extent required, in the following order:

(a)    credits resulting from Supplementary Allotments, which amounts shall be returned to the Participating Employee; and

(b)    credits resulting from Basic Allotments, which amounts shall be returned to the Participating Employee.

ARTICLE VII

EMPLOYING COMPANY AND EATON RETIREMENT CONTRIBUTIONS

7.01    Amount of Employing Company Contributions. Each Employing Company shall contribute on behalf of its Participating Employees an amount equal to 50% of the amount of the Basic Allotment from the pay of each Participating Employee. Employing Company Contributions shall not exceed 3% of Total Compensation for a Participating Employee. No Employing Company Contributions will be made with respect to Supplementary Allotments. Employing Company Contributions will be paid to the Trustee at the same time as the Basic Allotments to which they relate.

7.02    Eaton Retirement Contributions.

(a)    With respect to each payroll period beginning on or after the date an Eligible Employee becomes an ERC Eligible Participant (but not prior to April 1, 2013), the Employing Company shall make an Eaton Retirement Contribution for such ERC Eligible Participant in an amount equal to 4% of his Retirement Compensation for such payroll period. Eaton Retirement Contributions made pursuant to this Section 7.02 shall be allocated for each payroll period and credited to the Eaton Retirement Contributions Account of such ERC Eligible Participant when deposited in the Trust Fund for investment in accordance with Article VIII. 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.

(b)    For purposes of this Section 7.02 the following definitions shall apply:

(1)    “ERC Eligible Participant” shall mean

(i) a person who is classified by the Employing Company as an exempt employee for purposes of the Federal Fair Labor Standards Act, as amended (“FLSA”), and who first becomes an Eligible Employee on or after April 1, 2013;

(ii) an Eligible Employee who first becomes an exempt employee for purposes of the FLSA on or after April 1, 2013; and

(iii) an Eligible Employee who separated from employment with the Employing Companies and all Affiliated Companies, who upon rehire is classified by the Employing Company as an exempt employee for purposes of the FLSA and who following rehire first completes an Hour of Service on or after April 1, 2013;

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

7.03    Vesting of Employing Company and Eaton Retirement Contributions. For purposes of the Plan, “Vested” shall mean that the Participating Employee has a nonforfeitable interest in an Account in the Plan. Employing Company Contributions and Eaton Retirement Contributions shall become Vested in accordance with the following schedule:

Years of Service	Vested Percentage
Less than three	0%
Three or more	100%

The Years of Service for any Eligible Employee who was a participant under the Prior Employing Company plan immediately prior to February 1, 1994, will be considered for vesting purposes.

7.04    Additional Vesting Rules. In addition to the provisions of Section 7.03, Employing Company Contributions and Eaton Retirement Contributions shall become 100% Vested upon the death of the Participating Employee or upon his attainment of age 65. Moreover, if a Participating Employee who is absent from employment as an Employee because of military service

dies after December 31, 2006, while performing uniformed service (as described in Section 2.32), the Participating Employee shall be treated as having returned to employment as an Employee on the day immediately preceding his death for purposes of determining his vested interest in his Account and his Beneficiary’s eligibility for a death benefit under the Plan. Notwithstanding the foregoing, except as otherwise specifically provided in the Plan, such a Participating Employee shall not be entitled to additional contributions with respect to his period of military leave.

7.05    Military Service. A Participating Employee’s Years of Service shall be deemed to continue, and the Participating Employee shall continue to accumulate Years of Service for vesting purposes, during any period of service in the Armed Forces of the United States provided he returns to active service with the Employing Company within the time during which his right to reemployment is protected by law.

ARTICLE VIII

INVESTMENT OF ACCOUNTS

8.01    Initial Election    . Each Participating Employee shall, at the time he commences participation in the Plan, elect to have his monthly Basic Allotments, Supplementary Allotments, Employing Company Contributions, Eaton Retirement Contributions and/or Rollover Amount invested among the following Funds in whole percentage amounts:

(c)    the Fixed Income Fund;

(d)    the Eaton Common Shares Fund;

(e)    the Stock Index Fund;

(f)    the Balanced Index Fund;

(g)    the Developed Markets Index Fund; and

(h)    such other Funds as the Investment Committee shall designate.

A single election shall, until changed in accordance with Section 8.02, apply to all deposits made to a Participating Employee’s Account. In all cases, the Participating Employee assumes the risk of investing in these Funds. For purposes of this Section 8.01, an election in effect under the Prior Plan immediately prior to the transfer of assets and liabilities from the Prior Plan to the Plan shall apply to all deposits made to a Participating Employee’s Account under the Plan until changed in accordance with Section 8.02.

8.02    Changes in Investment Election. A Participating Employee may change his investment election with respect to future Basic Allotments, Supplementary Allotments, Employing Company Contributions and Eaton Retirement Contributions to

one or more of the other Funds permitted under Section 8.01. Any such change in investment election shall be made in the manner and form prescribed by the Administrator. A Participant’s change of investment election may be made once each business day and will be made effective as soon as practicable.

8.03    Changes in Investment of Account Balances    . A Participating Employee may direct that his Account in the Fixed Income Fund, Eaton Common Shares Fund, the Stock Index Fund, the Balanced Index Fund, and/or the Developed Markets Index Fund be redistributed to one or more Funds. An election to redistribute his Accounts shall be made in the manner and form prescribed by the Administrator and will be made effective as soon as practicable.

8.04    No Investment Election/Invalid Investment Election    . In the event a Participating Employee for any reason fails to make an investment election, or makes an invalid investment election with respect to any amounts to be credited to his Account, then such amounts shall be invested in accordance with an option determined by the Committee.

8.05    Diversification of Eaton Common Shares. The provisions of this Section 8.05 shall apply to any investment in Eaton Common Shares so long as such shares are publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Participating Employee whose Account is invested, in whole or in part, in the Eaton Common Shares Fund shall be permitted to divest such investments and re-invest such Account in other investment funds provided under the Plan. The Plan shall offer at least three investment fund options as alternatives to the Eaton Common Shares Fund. Each such alternative investment fund shall be diversified and shall have materially different risk and return characteristics. The Administrator shall notify each eligible Participating Employee of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in Eaton Common Shares Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 8.05 if the Plan imposes any restrictions or conditions on investment in the Eaton Common Shares Fund that do not also apply to investment in the other investment funds.

8.06    Investment in Puerto Rico Property    . Participating Employees upon distribution may take advantage of the provisions of Section 1081.01(b)(1)(B) of the PRIRC provided that the rules on investing retirement plan assets in property located in Puerto Rico under Section 1081.01(b)(1)(B) of the PRIRC have been adopted for the Plan.

ARTICLE IXVOTING RIGHTS; TENDER OFFERS AND ERISA SECTION 404(c)

9.01    Voting Rights.    

(c)    Subject to the right of an Investment Adviser to vote, or direct the Trustee to vote, any securities in any Fund (other than the Eaton Common Shares Fund) under the management and control of such Adviser, the

Trustee shall have the sole and exclusive right to vote any securities held in the Trust (other than Eaton Common Shares) in its discretion.

(d)    Notwithstanding any other provision of the Plan to the contrary, if any, all voting rights on Eaton Common Shares held in the Eaton Common Shares Fund shall be exercised by the Trustee only as directed by the Participating Employees acting in their capacity as “Named Fiduciaries” (as defined in Section 402 of ERISA) with respect to allocated shares in accordance with the following provisions of this Section 9.01(b):

(1)    As soon as practicable before each annual or special shareholders’ meeting of Eaton Corporation plc, the Trustee shall make available to each Participating Employee a copy of the proxy solicitation material sent generally to shareholders, together with a form requesting confidential instructions on how the Eaton Shares allocated to such Participating Employee’s Account are to be voted. Eaton Corporation plc and the Committee will cooperate with the Trustee to ensure that Participating Employees receive the requisite information in a timely manner. The materials furnished to the Participating Employees shall include a notice from the Trustee that the Trustee will vote any shares for which timely instructions are not received by the Trustee. Upon timely receipt of such instructions, the Trustee (after combining votes of fractional shares to give effect to the greatest extent to Participating Employees’ instructions) shall vote the shares as instructed. If voting instructions for Eaton Common Shares allocated to the Account of any Participating Employee are not timely received by the Trustee for a particular shareholders’ meeting , such shares shall be voted by the Trustee in the same proportion as those shares for which voting instructions are received. The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to any person including directors, officers or employees of Eaton Corporation plc, or of any other company, except as otherwise required by law.

(2)    With respect to all corporate matters submitted to shareholders, all Eaton Common Shares allocated to the Accounts of Participating Employees shall be voted only in accordance with the directions of such Participating Employees as Named Fiduciaries as given to the Trustee. Each Participating Employee shall be entitled to direct the voting of Eaton Common Shares (including fractional shares to 1/1000th of a share) allocated to his Account. With respect to Eaton Common Shares allocated to the Account of a deceased member, such Participant’s Beneficiary, as a Named Fiduciary, shall be entitled to direct the voting with respect to such allocated shares as if such Beneficiary were the Participating Employee.

9.02    Tenders and Exchanges.    

(a)    All tender or exchange decisions with respect to Eaton Common Shares held in the Eaton Common Shares Fund shall be made only by the Participating Employees acting in their capacity as Named Fiduciaries in accordance with the following provisions of this Section 9.02:

(1)    In the event an offer shall be received by the Trustee (including a tender offer for Eaton Shares subject to Section 14(d)(1) of the Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under that Act, as those provisions may from time to time be amended) to purchase or exchange any Eaton Shares held by the Trust, the Trustee will advise each Participating Employee who has Eaton Common Shares credited to such Participating Employee Account in writing of the terms of the offer as soon as practicable after its commencement and will furnish each Participating Employee with a form by which he may instruct the Trustee confidentially whether or not to tender or exchange Eaton Common Shares allocated to such Participating Employee’s Account. The materials furnished to the Participating Employees shall include (i) a notice from the Trustee that, except as provided in Paragraph (8) of this Section 9.02(a), the Trustee will not tender or exchange any Eaton Common Shares for which timely instructions are not received by the Trustee and (ii) such related documents as are prepared by any person and provided to the shareholders of Eaton Corporation plc pursuant to the Securities Exchange Act of 1934. The Committee and the Trustee may also provide Participating Employees with such other material concerning the tender or exchange offer as the Trustee of the Committee in its discretion determines to be appropriate; provided, however, that prior to any distribution of materials by the Committee, the Trustee shall be furnished with sufficient numbers of complete copies of all such materials. Eaton Corporation plc and the Committee will cooperate with the Trustee to ensure that Participating Employees have access to the requisite information in a timely manner.

(2)    The Trustee shall tender or not tender shares or exchange Eaton Common Shares allocated to the Account of any Participating Employee (including fractional shares to 1/1000th of a share) only as and to the extent instructed by the Participating Employee as a Named Fiduciary. With respect to Eaton Common Shares allocated to the Account of a deceased Participating Employee, such Participating Employee’s Beneficiary, as a Named Fiduciary, shall be entitled to direct the Trustee whether or not to tender or exchange such shares as if such Beneficiary were the Participating Employee. If tender or exchange instructions for Eaton Common Shares allocated to the Account of any Participating Employee are not timely received by the Trustee, the Trustee shall treat the non-receipt as a direction not to tender or exchange such shares. The instructions received by the Trustee from Participating Employees or Beneficiaries shall be held by the Trustee in strict

confidence and shall not be divulged or released to any person, including directors, officers or employees of Eaton Corporation plc, or of any other company, except as otherwise required by law.

(3)    In the event, under the terms of a tender offer or otherwise, any Eaton Common Shares tendered for sale, exchange or transfer pursuant to such offer may be withdrawn from such offer, the Trustee shall follow such instructions respecting the withdrawal of such securities from such offer in the same manner and the same proportion as shall be timely received by the Trustee from the Participating Employees, as Named Fiduciaries, entitled under this Section 9.02 to give instructions as to the sale, exchange or transfer of securities pursuant such offer.

(4)    In the event that an offer for fewer than all of the Eaton Common Shares held by the Trustee shall be received by the Trustee, each Participating Employee who has been allocated any Eaton Common Shares subject to such offer shall be entitled to direct the Trustee as to the acceptance or rejection of such offer (as provided by either of Section 9.02(a)(1) or (2) with respect to the largest portion of such Eaton Common Shares as may be possible given the total number or amount of Eaton Common Shares the Plan may sell, exchange or transfer pursuant to the offer based upon the instructions received by the Trustee from all other Participating Employees who shall timely instruct the Trustee pursuant to this Section 9.02(a) to sell, exchange or transfer such shares pursuant to such offer, each on a pro rata basis in accordance with the number or amount of such shares allocated to his Accounts.

(5)    In the event an offer shall be received by the Trustee and instruction shall be solicited from Participating Employees pursuant to any of Sections 9.02(a)(1) through (4) regarding such offer, and prior to termination of such offer, another offer is received by the Trustee for the securities subject to the first offer, the Trustee shall use its best efforts under the circumstances to solicit instructions from the Participating Employees to the Trustee (i) with respect to securities tendered for sale, exchange or transfer pursuant to the first offer, whether to withdraw such tender, if possible, and, if withdrawn, whether to tender any securities so withdrawn for sale, exchange or transfer pursuant to the second offer and (ii) with respect to securities not tendered for sale, exchange or transfer pursuant to the first offer, whether to tender or not to tender such securities for sale, exchange or transfer pursuant to the second offer. The Trustee shall follow all such instructions received in a timely manner from Participating Employees in the same manner and in the same proportion as provided in Section 9.02(a)(1) through (3). With respect to any further offer for any Eaton Common Shares received by the Trustee and subject to any earlier offer (including successive offers from one or more existing offers), the Trustee shall act in the same manner as described above.

(6)    A Participating Employee’s instructions to the Trustee to tender or exchange Eaton Common Shares will not be deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of the Participating Employee’s interest in the Plan. Funds received in exchange for tendered shares will be credited to the Account of the Participating Employee whose shares were tendered and will be used by the Trustee to purchase Eaton Common Shares, as the case may be, as soon as practicable. In the interim, the Trustee will invest such funds in short-term investments permitted under the Trust Agreement.

(7)    The Trustee shall take all steps necessary, including appointment of a corporate trustee and/or an outside independent administrator to the extent such action, after consultation with Eaton is found necessary to maintain confidentiality of Participating Employee responses and/or to adequately discharge their obligations as Named Fiduciary.

(8)    Subject to the provisions of the Trust Agreement, in the event that Eaton Corporation plc initiates a tender or exchange offer for Eaton Common Shares, the Trustee may, in its sole discretion, enter into an agreement with Eaton Corporation plc not to tender or exchange any Eaton Common Shares in such offer, in which event, the foregoing provisions of this Section 9.02 shall have no effect with respect to such offer and the Trustee shall not tender or exchange any Eaton Common Shares in such offer.

9.03    Information Provided Under ERISA Section 404(c).    

(a)    Participant’s Opportunities to Exercise Control. The Investment Committee shall communicate its rules to Participants in a manner calculated to ensure that each Participant has a reasonable opportunity to direct the investment of his Accounts. In addition, if the Investment Committee determines that Participants shall exercise direction and control over the investment of their Accounts in a manner intended to insulate Plan fiduciaries from liability for investments under Section 404(c) of ERISA, it shall provide Participants with:

(1)    A statement that the Plan is intended to constitute a plan described in Section 404(c) of ERISA and that the Plan’s fiduciaries may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by the Participant;

(2)    A description of the investment funds under the Plan and a general description of the investment objectives and risk and return characteristics of each such fund, including information relating to the type and diversification of assets comprising the investment fund;

(3)    The identity of each investment fund’s Investment Manager;

(4)    An explanation of any specified limitations on transfers to or from a designated investment fund and any restrictions on the exercise of voting, tender and similar rights appurtenant to the Participant’s investment in the investment fund;

(5)    A description of any transaction fees and expenses which affect the Participant’s Accounts in connection with purchases or sales of interests in the investment funds;

(6)    In the case of an investment fund which is subject to the Securities Act of 1933, and in which the Participant has no assets invested immediately following or immediately prior to the Participant’s initial investment in that fund, a copy of the most recent prospectus provided to the Plan; and

(b)    Additional Information Provided Upon Request. If the Investment Committee determines that Participants shall exercise direction and control over the investment of their Accounts in a manner intended to insulate Plan fiduciaries from liability for investments under Section 404(c) of ERISA, it shall provide Participants, upon their request, with the following information:

(3)    A description of the annual operating expenses of each investment fund (e.g., investment management fees, administrative fees, transaction costs) which reduce the rate of return to Participants, and the aggregate amount of such expenses expressed as a percentage of average net assets of the fund;

(4)    Copies of any prospectuses, financial statements and reports, and of any other materials relating to the investment funds, to the extent such information is provided to the Plan;

(5)    A list of the assets comprising the portfolio of each investment fund and the value of each such asset; and

(6)    Information concerning the value of shares or units in the investment funds, as well as the past and current investment performance of such funds, determined, net of expenses, on a reasonable and consistent basis.

ARTICLE X

ACCOUNTS AND RECORDS OF PLAN

10.01    Accounts and Records    . The Accounts and records of the Plan shall be maintained by the Plan Administrator and shall accurately disclose the status of the Account of each Participating Employee in the Plan. Each Participating Employee shall be advised from time to time, at least once during each quarter, as to the status of the Participating Employee’s Account.

10.02    Payment of Fees and Expenses    . Expenses of administering the Plan, including the fees and expenses of the Trustee and any insurance company or companies, may be paid by any and all of the Employing Companies in such proportions as they shall agree upon or, at the option of the Employing Companies, such expenses may be paid by the Plan.

10.03    Valuation; Allocation of Investment Earnings and Losses    . Accounts and Funds shall be valued as of each Valuation Date. Earnings, gains, and losses (realized or unrealized) for each Fund shall be allocated to the portion (“subaccount”) of a Participating Employee’s Account maintained with respect to that Fund, in the same ratio that the value of the Participating Employee’s subaccount (determined as of the Valuation Date) bears to the sum of the values of all Participating Employees’ subaccounts maintained with respect to the Fund. For the purpose of determining this ratio, the value of a subaccount shall be determined in accordance with uniform rules established by the Plan Administrator.

10.04    Valuation of Investments and Credits to Accounts.    

(c)    As of each Valuation Date, the value of each of the investments in each of the Participating Employee’s Accounts shall be determined after reflecting any redistributions, withdrawals, or contributions made since the prior valuation.

(d)    As of each Valuation Date, the appropriate Accounts of each Participating Employee shall be credited with amounts directed to the Fixed Income Fund, the Stock Index Fund, the Balanced Index Fund and the Developed Markets Index Fund plus any interest accrued since the prior valuation.

(e)    As of each Valuation Date, the appropriate Account of each Participating Employee shall be credited with that number of shares of Eaton Common Shares that is equivalent in value to the cash in each account together with any cash dividends, proceeds from the sale of warrants or rights and other income since the prior valuation from the shares of Eaton Common Shares credited to such Account. Any shares dividend distributed or shares split made during such period shall be credited; any such credit shall be made on the same basis as such shares dividend was distributed or such shares split was made.

ARTICLE XIWITHDRAWAL AND DISTRIBUTION

11.01    Payments. All withdrawals from the Plan during employment shall be paid in cash based on Account values as of the Valuation Date immediately preceding the date of actual payment to the Participating Employee. All distributions from the Plan upon retirement, termination, or death shall be paid in cash and/or shares based on Account values as of the Valuation Date immediately preceding the date of actual payment to the Participating Employee or beneficiary(ies).

11.02    Withdrawals During Employment.    

(a)    Withdrawal Events. A Participating Employee may elect to withdraw all or a portion of the Vested Portion of his Account only in the case of Hardship as defined in Paragraph (c) below and determined by the Committee, provided, however, that no portion of his Eaton Retirement Contributions Account may be so withdrawn.

(b)    Election to Withdraw. If a Participating Employee elects to make a withdrawal pursuant to Paragraph (a), the withdrawal shall be distributed as soon as administratively possible after the withdrawal is approved by the Administrator and shall be processed on the Valuation Date immediately following the date of that approval. Amounts will be withdrawn from the Participating Employees’ accounts in the following order:

(1)    Rollover Account;

(2)    Allotments Account (supplementary and basic);

(3)    Company Contributions transferred from Westinghouse;

(4)    Employing Company Contributions Account.

Withdrawals from the Participating Employee’s Accounts will be prorated among the Funds. A Participating Employee who fulfills the requirements of Paragraph (a) above may make an election to withdraw amounts only twice in every Plan Year but not more than once per quarter.

(c)    Definition of Hardship. Any Participant who suffers a financial hardship, as defined in this paragraph, may request a withdrawal according to Section 11.02(b). Such request will be made by written notice to the Administrator setting forth the amount requested and the facts establishing the existence of such hardship. Upon receipt of such a request, the Administrator will determine whether a financial hardship exists; if the Administrator determines that such a hardship does exist. It will further determine what portion of the amount requested by the Participant is required to meet the need created by the hardship, and will direct the Trustee to distribute to

the Participant the amount determined to be required. However, such determination will be made by the Committee in its absolute discretion provided that:

(1)    such determination is made in accordance with uniform and nondiscriminatory standards established by the Committee;

(2)    the distribution cannot exceed the amount required to meet the immediate financial needs created by the Hardship;

(3)    the funds needed are not reasonably available from other resources of the Participating Employee;

(4)    such Hardship determination meets the definition of the term under Section 1081.01(d) of the PRIRC, including proposed regulations, final regulations, ruling, and cases etc., thereunder; and

(5)    such Hardship withdrawals are limited to the following purposes:

(i) to purchase an existing structure that will be used as the principle residence of the Participating Employee, or the cost of construction of a home that will be used as the principle residence of the Participating Employee,

(ii) to provide college education for the Participating Employee or an eligible dependent of the Participating Employee,

(iii) to prevent eviction from or foreclosure on the participating employees principle residence or foreclosure on the mortgage of the participating employees principle residence,

(iv) to provide for uninsured medical expenses for participating employee or eligible dependent, and

(v) to provide for funeral expenses for an immediate family Participating Employee.

(d)    Amount Available for Withdrawal. The most recent administrative reports shall be used to determine the amount available for withdrawal.

(e)    Payment of Withdrawal to Participant. A withdrawal shall be paid to a Participating Employee as soon as administratively possible after approval.

(f)    Limitation of Amount Withdrawn. The Administrator will use the most recent administrative reports to determine the amount available for withdrawal. If accurate administrative reports are not available at the time of the determination of the amount available for withdrawal, then the Administrator may limit the withdrawal to 70% of the amount available according to the most recent accurate reports.

(g)    Suspension. Following a Hardship Withdrawal, Participating Employee shall be suspended from authorizing further Allotments hereunder or making contributions under any other Plan of Eaton or an Affiliated

Corporation (other than health or welfare benefit plans) for a period of 12 months from the date of such withdrawal.

11.03    Effect of Withdrawals    . A Participating Employee who makes a withdrawal pursuant to Paragraph (a) of Section 11.02 shall not be subject to any forfeiture benefits.

11.04    Distribution upon Retirement or Termination.    

(c)    Distribution of Vested Amounts. If a Participating Employee retires or his employment is terminated, and his vested account value does not exceed $5,000, then the Vested Portion of his Account less any mandatory tax withholding shall be distributed to him as soon as practicable following the date of retirement or termination, provided that distributions of this kind shall be made annually. If a Participating Employee has an account value of at least $5,000, then he may elect to defer distribution to age 65. The Administrator shall notify him of his right to defer distribution and the consequences of failing to defer.

(d)    Forfeiture of Non-Vested Portion. When a distribution is made pursuant to Paragraph (a), any Non-Vested Portion of his Account shall be forfeited.

(e)     Lump sum distributions as a consequence of termination of employment or termination of the Plan will be subject to a twenty percent (20%) mandatory tax withholding. If total distribution includes employer stock, that portion of the total distribution consisting of employer stock shall be excluded from the total distribution for purposes of the tax computation. Also, any prepaid amount shall also be taken into consideration for purposes of computing the tax.

(f)    Upon written direction by the Participating Employee, cash shall be paid in lieu of Eaton Common Shares in an amount equivalent to the value thereof on the Valuation Date preceding distribution.

(g)    All distributions will be paid in a single lump sum.

11.05    Distribution on Death of a Participating Employee    . In case of the death of a Participating Employee while in the employment of a Employing Company, his entire Account balance shall be distributed in a lump sum to the beneficiary(ies) he has designated in writing or, if no designation has been made, then to his estate. Upon written direction by the beneficiary(ies), cash shall be paid in lieu of Eaton Common Shares in an amount equivalent to the value on the Valuation Date preceding distribution.

11.06    Restoration of Forfeited Amounts    . Notwithstanding any other provision of the Plan relating to the forfeiture of the Non-Vested Portion of an Account, all Employing Company Contribution and Eaton Retirement Contributions amounts forfeited shall subsequently be restored to the employee’s Account, through contributions of the Employing Company, if such employee is rehired by an Employing Company or an Affiliated Corporation.

Upon rehire, the Eligible Employee’s Account shall be credited with the amount previously forfeited and it shall be invested in accordance with the Participating Employee’s current election under Section 8.01.

11.07    HEART Act Reservist Withdrawals    . Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 11.07, a Participating Employee who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code), who has been on active duty for a period of at least 30 days, may apply for a withdrawal in an amount from his accounts that is attributable to Basic Allotments and Supplementary Allotments. Any distribution made pursuant to this Section 11.07 must be made during the period beginning on the 30th day of active duty and ending on the close of his active duty period. Further, for a period of at least six (6) months after his receipt of the withdrawal, such Participating Employee’s Basic Allotments and Supplementary Allotments are suspended and the Participating Employee shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions to all other plans maintained by the Company. For this purpose, the phrase “plans maintained by the Company” means all qualified and nonqualified plans of deferred compensation maintained by the Company or any Affiliated Corporation, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of PRIRC Section 1031.06 and including a stock option, stock purchase, or similar plan maintained by the Company or any Affiliated Corporation.

11.08    Direct Rollovers    . Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 11.08, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover, provided that any direct rollover shall be made in accordance with all applicable statutory and regulatory requirements, subject to such administrative rules as may be adopted by the Pension Administration Committee.

Definitions:

(a)    Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee that is payable to a distributee due to the Participating Employee’s separation from service.

(b)    Eligible retirement plan: An eligible retirement plan is an individual retirement account described in PRIRC Section 1081.02 or Section 1081.03, or a qualified trust described in PRIRC Section 1081.01(a) that accepts the distributee’s eligible rollover distribution. Notwithstanding anything herein to the contrary, only one eligible retirement plan may be designated with respect to any eligible rollover distribution.

(c)    Distributee: A distributee includes a Participating Employee and his Beneficiary.

(d)    Direct rollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee. Notwithstanding anything herein to the contrary, only one direct rollover may be made with respect to any eligible rollover distribution.

ARTICLE XIIAPPLICATION OF FORFEITED CONTRIBUTIONS

12.01    Application of Forfeited Amounts    . All amounts forfeited under the Plan by a Participating Employee shall be applied as a credit to reduce subsequent contributions of the Employing Company. In the event the Plan is terminated, any forfeitures not applied prior thereto to reduce an Employing Company’s contributions may be credited pro rata to the Accounts of the Participating Employees in proportion to the amounts of its contributions or the size of its Accounts as determined by the Administrator. In addition, the Administrator may allocate other amounts not arising from contributions or related investment returns on a pro rata basis.

ARTICLE XIIIADMINISTRATION BY TRUSTEE

13.01    Trust Agreement    . The Company has entered into a trust agreement with Banco Popular de Puerto Rico to serve as Trustee under the Plan. The trust agreement provides, among other things, that all funds received by the Trustee thereunder will be held by the Trustee and that no part of the corpus or income of the trust held by the Trustee shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries. Eaton shall have authority to remove such Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, Eaton shall appoint a successor Trustee.

13.02    Temporary Investments and Uninvested Funds    . The Trustee temporarily may hold in cash, may deposit at reasonable rates with banks, including deposits with itself or affiliated banks, and may invest in short-term investments, either directly or through a commingled trust fund maintained by the Trustee, funds received for investment in the Funds. The Trustee may keep uninvested an amount of cash sufficient in its opinion to enable it to carry out the purposes of the Plan. No income shall accrue to an account of any Participating Employee on such uninvested funds.

13.03    Audit of the Plan    . Eaton shall select a firm of independent certified public accountants to examine and report on the financial position and the results of operations of the Plan.

ARTICLE XIVTRANSFERS AMONG AFFILIATED COMPANIES

14.01    General Rule    . Transfer by a Participating Employee from one Employing Company to another Employing Company shall not affect participation under the Plan.

14.02    Transfer to Affiliated Corporation of Eaton Which is Not an Employing Company    . In the event a Participating Employee is transferred from an Employing Company to a corporation which is affiliated with Eaton, and such transferee Company is not an Employing Company, then all such employees’ rights under the Plan shall continue except that he shall no longer be entitled to make any allotments or to receive Employing Company Contributions or Eaton Retirement Contributions. The Participating Employee will continue to earn Years of Service under this Plan for the period of employment with the Affiliated Corporation.

14.03    Transfer from an Affiliated Corporation of Eaton Which is Not an Employing Company    . In the event an Eligible Employee has been transferred from an Affiliated Corporation of Eaton which is not an Employing Company, the period of employment with the Affiliated Corporation will be included in Years of Service under this Plan.

ARTICLE XVDESIGNATION OF BENEFICIARIES

15.01    Designation of Death Benefit Beneficiary    . A Participating Employee may designate a beneficiary or beneficiaries to receive all or part of the amounts credited to the Participating Employee’s Accounts in case of death. A designation of beneficiary may be replaced by a new designation or may be revoked by the Participating Employee at any time. However, if the Participating Employee is married and he is designating as beneficiary a person other than his spouse, the designation is not valid unless spousal consent is provided. For these purposes, “spousal consent” means the written consent given by the Participating Employee’s spouse to the designation made by the Participating Employee of a specified beneficiary. Such consent shall be duly witnessed by a Plan representative or notary public and shall acknowledge the effect on the spouse of the Participating Employee’s election. Any consent by a spouse shall be effective only with respect to such spouse. In the case of death of the Participating Employee, the amount of the Participating Employee’s Accounts with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be distributed in accordance with the Plan to the designated beneficiary or beneficiaries. For purposes of this Section 15.01, a designation made under the Prior Plan that was in effect immediately prior to the transfer of assets and liabilities from the Prior Plan to the Plan shall be given effect under this Plan until modified.

15.02    Forms to be Used    . A designation or revocation shall be on a Prescribed Form signed by the Participating Employee and delivered to the Payroll Office prior to death.

15.03    Failure to Designate Beneficiary; Disputes    . The amount in a Participating Employee’s Account distributable upon death and not subject to a valid designation shall be distributed to the Participating Employee’s estate. If there shall be any question as to the legal right of any beneficiary or beneficiaries to receive a distribution under the Plan the amount in question

may be paid to the estate of the Participating Employee, in which event the Trustee and the Employing Company shall have no further liability to anyone with respect to such amount.

ARTICLE XVIBENEFITS NOT ASSIGNABLE

16.01    No Assignment. No benefit or interest available hereunder will be subject to assignment or alienation, garnishment, attachment, execution or levy of any kind, and any attempt to cause such benefits to be so subjected will not be recognized, except to such extent as may be required by law. The preceding sentence shall also apply to the creation, assignment, or recognition of a right to any benefit payable to a Participant with respect to a domestic relations order, unless such order is determined to be a Qualified Domestic Relations Order, as defined in ERISA Section 206(d)(3).

ARTICLE XVIIMODIFICATION OR MERGER OF PLAN

17.01    Modification. The Company may amend or modify the Plan, provided that no part of the corpus or income attributable to any funds received by the Trustee for the purposes of the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of Participating Employees or their beneficiaries. The Board may delegate authority to the Committee with respect to amendment or modification of the Plan. Any such amendment or modification shall be effective at such date as the Company or the Committee may determine. No modification or amendment may result in a retroactive reduction of benefits attributable to contributions heretofore made.

17.02    Notice of Modification. Notice of any modification of the Plan shall be given promptly to the other Employing Companies, the Plan Administrator and the Trustee and, except for changes of a minor nature which do not adversely affect their interests, shall also be given to all Participating Employees and designated beneficiaries of deceased Participating Employees.

17.03    Merger; Spin-Off. There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any other plan unless each Participating Employee would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participating Employee would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

ARTICLE XVIII

DISCONTINUANCE AND TERMINATION

18.01    Discontinuance and Termination. The Plan is adopted with the expectation that it will be continued indefinitely but the continuance of the Plan and the payment of any contributions hereunder is not assumed as a contractual obligation by any Employing Company. Each Employing Company reserves the right to discontinue its contributions under the Plan, and the Board reserves the right to terminate the Plan at any time. An Employing Company may determine to discontinue further contributions under the Plan without discontinuing the Plan as to contributions therefore made or with respect to further contributions by any other Employing Company. If the Plan is terminated, then the interest of each Participating Employee in the Trust Fund shall be fully vested and such termination shall not reduce the interest of any Participating Employee or their beneficiaries accrued under the Plan up to the date of such termination.

ARTICLE XIXADMINISTRATION

19.01    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 Eaton. The Committee shall act by a majority of its members. The Committee shall be the administrator for purposes of ERISA.

19.02    Fiduciary Responsibility.    

(a)    The Committee shall be the “Named Fiduciary,” as that term is defined in Section 402(a)(2) of ERISA, for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.

(b)    The Investment Committee shall be appointed and may be removed by 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:

(1)    to appoint and remove Investment Managers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement; and

(2)    to direct the segregation of all or a portion of the assets of any Investment Fund into an Investment Manager account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Manager account or accounts as it deems desirable or appropriate.

(c)    The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Manager, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such “trustee responsibilities,” under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to Eaton, such committee of the Board, such committee of officers, or such officers of Eaton as shall be designated by the Board. Such persons, and fiduciaries designated by such persons as above provided, may employ others to render advice to them relative to their respective responsibilities under the Plan.

19.03    Committee Power and Rules    . The Committee is authorized to make such uniform rules as may be necessary to carry out the provisions of the Plan and shall determine any questions arising in the

administration, interpretation, and application of the Plan, which determinations shall be conclusive and binding on all parties, subject to the right of a party to pursue a claim under ERISA. The Committee shall have absolute discretion in carrying out its responsibilities. The Committee is also authorized to adopt such uniform rules as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Committee to act without formally convening and to provide that action of the Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not be a member of the Committee, who shall record the minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Committee may retain legal counsel (who may be counsel to Eaton) when and if the Committee finds it necessary or convenient to do so, and may also employ such other assistants, clerical or otherwise, as it may deem needed, and expend such monies as may be required for the proper performance of its work. Such costs and expenses shall be borne by the Employing Companies, as determined by Eaton.

19.04    Reliance. To the extent permitted by law, the Committee, the Investment Committee, the Trustee, the boards of directors of the Employing Companies and their respective officers and employees shall not be liable for the directions, actions, or omissions of any agent, legal or other counsel, accountant, actuary, or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committee, the Investment Committee, the Trustee, the board of directors of the Employing Companies, and the Employing Companies and their respective officers and employees shall be entitled to rely upon all information and advice which may be given by such experts and shall be fully protected in respect to any action

taken or suffered by them in good faith reliance upon any such information or advice. All actions so taken or suffered shall be conclusive upon each of them and upon all Participating Employees, and other persons having or claiming to have any interest in or under the Plan.

19.05    Indemnification. Each member of the Committee and the Investment Committee and any other employee of Eaton or an Employing Company shall be fully indemnified by his employer against all liabilities, costs and expenses (including defense costs but excluding any amount representing a settlement unless such settlement be approved by his employer) imposed upon him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the Committee, the Investment Committee or other employee arising out of any act, or failure to act, in good faith with respect to the Plan to the full extent of the law. The foregoing rights of indemnification shall not be exclusive of other rights to which any member of the Committee, the Investment Committee, or employee may be entitled as a matter of law, contract, or otherwise.

19.06    Claims Review Procedure. Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control with respect to the resolution of such claims. Whenever a claim for benefits under the Plan filed by any person (herein referred to as the “Claimant”) is denied, whether in whole or in part, the Sponsor shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, and (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures hereinafter set forth. Within such 60‑day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Committee a written request therefor, which request shall contain the following information:

(a)    the date on which the Claimant’s request was filed with the Committee; provided, however, that the date on which the Claimant’s request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;

(b)    the specific portions of the denial of his claim which the Claimant requests the Committee to review;

(c)    a statement by the Claimant setting forth the basis upon which he believes the Committee should reverse the previous denial of his claim for benefits and accept his claim as made; and

(d)    any written material (offered as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

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.

19.07    Additional Capacities    . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan (including service both as a Trustee and as a Plan Administrator).

19.08    Notices to Committee    . Communications to the Committee shall be addressed to Eaton Corporation, Pension Administration Committee, 1000 Eaton Boulevard, Cleveland, Ohio 44122. The Secretary of the Committee is hereby designated as agent for service of legal process with respect to any claims arising under the Plan.

19.09    Governing Law. The Plan shall be governed by the laws of Puerto Rico, to the extent not superseded by US laws, and applicable federal law.

19.10    Notices to Participating Employees. Notices and statements to be given, made or delivered to a Participating Employee shall be deemed made or delivered when addressed to the Participating Employee, and mailed by ordinary mail or certified mail, to the Participating Employee’s last known business or home address.

19.11    Commonwealth of Puerto Rico Secretary of the Treasury. This Plan has been adopted subject to the condition that the Commonwealth of Puerto Rico Secretary of the Treasury issues a favorable determination letter on the Plan in the form set forth in this document and, if the Commonwealth of Puerto Rico Secretary of the Treasury refuses to do so, the Employing Company shall have the right to retroactively declare this Plan null and void and thereafter to direct the Trustees to refund all 1081.01(d) Contributions previously made under this Plan to those Employees on whose behalf such 1081.01(d) Contributions were made and to refund all Employing Company Contributions and Eaton Retirement Contributions previously made under this Plan to the Employing Company.

19.12    Rights Terms. Neither the establishment of the Plan or the Trust, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to any Participant or any other person any legal or equitable right against Eaton, Administrator or Trustees, except as provided herein, and in no event will the terms of

employment or service of any participant be modified or in any way be affected hereby. It is a condition of the Plan, and each Participant expressly agrees by his participation herein, that each Participant will look solely to the assets held in the Trust for the payment of any benefit to which he is entitled under the Plan.

19.13    Issuance of Eaton Common Shares. Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed this ______ day of March, 2013.

PENSION ADMINISTRATION COMMITTEE

By:

Cindy K. Brabander, Committee Chair

APPENDIX A

The following companies have been designated by Cutler-Hammer Electrical Company to be Employing Companies in the Plan with respect to employees rendering service in Puerto Rico:

Cutler-Hammer Electrical Company

Eaton Corporation

11726004.8

EX-12

Eaton Corporation

First Quarter 2013 Report on Form 10-Q

Item 6

Exhibit 12

Ratio of Earnings to Fixed Charges

	Three months ended March 31		Year ended December 31
(Millions of dollars)	2013		2012			2011			2010			2009			2008
Income from continuing operations before income taxes    and noncontrolling interests in consolidated subsidiaries	$	400	$	1,251		$	1,553		$	1,036		$	303		$	1,140
Adjustments
Income of equity investees	—		(2		)	(2		)	(14		)	(6		)	(11		)
Distributed income of equity investees	70		19			3			15			9			1
Interest expensed	78		165			154			162			170			192
Amortization of debt issue costs	4		74			4			4			5			2
Estimated portion of rent expense representing interest	20		66			65			57			59			58
Amortization of capitalized interest	3		12			10			10			13			13
Adjusted income from continuing operations before    income taxes	$	575	$	1,585		$	1,787		$	1,270		$	553		$	1,395
Fixed charges
Interest expensed	$	78	$	165		$	154		$	162		$	170		$	192
Interest capitalized	4		23			18			8			7			13
Amortization of debt issue costs	4		74			4			4			5			2
Estimated portion of rent expense representing interest	20		66			65			57			59			58
Total fixed charges	$	106	$	328		$	241		$	231		$	241		$	265
Ratio of earnings to fixed charges	5.42		4.83			7.41			5.50			2.29			5.26

EX-31.1

Eaton Corporation plc

First Quarter 2013 Report on Form 10-Q

Item 6

Exhibit 31.1

Certification

I, Alexander M. Cutler, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 the 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.

Date:	May 3, 2013	/s/ Alexander M. Cutler
		Alexander M. Cutler
		Principal Executive Officer

EX-31.2

Eaton Corporation plc

First Quarter 2013 Report on Form 10-Q

Item 6

Exhibit 31.2

Certification

I, Richard H. Fearon, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 the 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.

Date:	May 3, 2013	/s/ Richard H. Fearon
		Richard H. Fearon
		Principal Financial Officer

EX-32.1

Eaton Corporation plc

First Quarter 2013 Report on Form 10-Q

Item 6

Exhibit 32.1

Certification

This written statement is submitted in accordance with Section 1350 of Chapter 63 of Title 18 of the United States Code adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (“10-Q Report”).

I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Date:	May 3, 2013	/s/ Alexander M. Cutler
		Alexander M. Cutler
		Principal Executive Officer

EX-32.2

Eaton Corporation plc

First Quarter 2013 Report on Form 10-Q

Item 6

Exhibit 32.2

Certification

This written statement is submitted in accordance with Section 1350 of Chapter 63 of Title 18 of the United States Code adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (“10-Q Report”).

I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Date:	May 3, 2013	/s/ Richard H. Fearon
		Richard H. Fearon
		Principal Financial Officer

XML

Derivative Financial Instruments and Hedging Activities (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Debt denominated in foreign currency designated as non-derivative net investment hedging instrument	$ 106	$ 116
Percentage of intercompany balance sheet exposure	100.00%
Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	6	11
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	6	11
Derivative instruments not designated as hedging instruments, asset, at fair value	39	24
Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	76	85
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	76	85
Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	8	4
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	8	4
Derivative instruments not designated as hedging instruments, liability, at fair value	38	31
Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	2	2
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	2	2
Foreign currency exchange contracts (cash flow hedges) [Member]
Derivatives not designated as hedges
Notional amount	4,417	4,997
Period of derivatives not designated as hedges	12 months	12 months
Foreign currency exchange contracts (cash flow hedges) [Member] | Other current assets [Member]
Derivatives not designated as hedges
Derivative instruments not designated as hedging instruments, asset, at fair value	39	23
Foreign currency exchange contracts (cash flow hedges) [Member] | Other current liabilities [Member]
Derivatives not designated as hedges
Derivative instruments not designated as hedging instruments, liability, at fair value	38	31
Commodity contracts (cash flow hedges) [Member]
Derivatives not designated as hedges
Notional amount	8	19
Period of derivatives not designated as hedges	12 months	12 months
Commodity contracts (cash flow hedges) [Member] | Other current assets [Member]
Derivatives not designated as hedges
Derivative instruments not designated as hedging instruments, asset, at fair value	0	1
Commodity contracts (cash flow hedges) [Member] | Other current liabilities [Member]
Derivatives not designated as hedges
Derivative instruments not designated as hedging instruments, liability, at fair value	0	0
Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps [Member]
Derivatives designated as hedges
Notional amount	1,540	1,290
Period of derivatives designated as hedges	3 months to 21 years	6 months to 21 years
Derivatives not designated as hedges
Period of derivatives designated as hedges	3 months to 21 years	6 months to 21 years
Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps [Member] | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	3	2
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	3	2
Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps [Member] | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	76	85
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	76	85
Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps [Member] | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	0	0
Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps [Member] | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	0	0
Fair Value Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain]
Derivatives designated as hedges
Period of derivatives designated as hedges	1 year
Derivatives not designated as hedges
Period of derivatives designated as hedges	1 year
Cash Flow Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain]
Derivatives designated as hedges
Notional amount	300	300
Period of derivatives designated as hedges		1 year
Derivatives not designated as hedges
Period of derivatives designated as hedges		1 year
Cash Flow Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain] | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain] | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain] | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Floating to Fixed Interest Rate Swap [Domain] | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	2	2
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	2	2
Cash Flow Hedging [Member] | Foreign currency exchange contracts (cash flow hedges) [Member]
Derivatives designated as hedges
Notional amount	388	451
Period of derivatives designated as hedges	12 to 36 months	12 to 36 months
Derivatives not designated as hedges
Period of derivatives designated as hedges	12 to 36 months	12 to 36 months
Cash Flow Hedging [Member] | Foreign currency exchange contracts (cash flow hedges) [Member] | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	3	9
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	3	9
Cash Flow Hedging [Member] | Foreign currency exchange contracts (cash flow hedges) [Member] | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Foreign currency exchange contracts (cash flow hedges) [Member] | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	8	4
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	8	4
Cash Flow Hedging [Member] | Foreign currency exchange contracts (cash flow hedges) [Member] | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Commodity contracts (cash flow hedges) [Member]
Derivatives designated as hedges
Notional amount	7	17
Period of derivatives designated as hedges	12 months	12 months
Derivatives not designated as hedges
Period of derivatives designated as hedges	12 months	12 months
Cash Flow Hedging [Member] | Commodity contracts (cash flow hedges) [Member] | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Commodity contracts (cash flow hedges) [Member] | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative asset designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Commodity contracts (cash flow hedges) [Member] | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	0	0
Cash Flow Hedging [Member] | Commodity contracts (cash flow hedges) [Member] | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Derivatives not designated as hedges
Derivative liability designated as hedging instrument	$ 0	$ 0

XML

Legal Contingencies (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 USD ($)	Mar. 31, 2013 BRL	Dec. 31, 2010 USD ($)	Dec. 31, 2010 BRL	Sep. 28, 2012 USD ($)	Aug. 19, 2011 USD ($)	Jun. 09, 2011 USD ($)
Loss Contingency Accrual [Roll Forward]
Loss contingency provision	$ 15	31	$ 30	60
Ending balance, loss contingency	45	91
Loss Contingencies [Line Items]
Meritor Judgment motion denial zero damages and no injuctive relief							0
Final judgment of Eaton's liability by US district court in Meritor lawsuit						0
Court of Appeals, Third District, judgment reversal in favor of Meritor					$ 0

XML

Derivative Financial Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative financial instruments recognized in the consolidated Balance sheet

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
March 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,540	$	3	$	76	$	—	$	—	Fair value	3 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	388		3		—		8		—		Cash flow	12 to 36 months
Commodity contracts	7		—		—		—		—		Cash flow	12 months
Total			$	6	$	76	$	8	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,417	$	39			$	38				12 months
Commodity contracts	8		—				—					12 months
Total			$	39			$	38
December 31, 2012
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,290	$	2	$	85	$	—	$	—	Fair value	6 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	451		9		—		4		—		Cash flow	12 to 36 months
Commodity contracts	17		—		—		—		—		Cash flow	12 months
Total			$	11	$	85	$	4	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,997	$	23			$	31				12 months
Commodity contracts	19		1				—					12 months
Total			$	24			$	31

Amounts recognized in accumulated other comprehensive income (loss)

Amounts recognized in Accumulated other comprehensive income (loss) follow:

	Three months ended March 31
	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)		Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—		$	—	$	(1	)	$	—
Currency exchange contracts	(9		)	1		9			(2		)
Commodity contracts	—			—		4			(2		)
Total	$	(9	)	$	1	$	12		$	(4	)

Amounts recognized in net income

Amounts recognized in net income follow:

	Three months ended March 31
	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(8	)	$	(10	)
Related long-term debt converted to floating interest    rates by interest rate swaps	8			10
	$	—		$	—

XML

Business Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Business acquisition integration charges before income taxes	$ 26				$ 3
Acquistion integration charges	20				3
Business Segment Information
Net sales	5,310				3,960
Segment operating profit	723				544
Amortization of intangible assets	(107)				(42)
Interest expense-net	(75)				(28)
Pension and other postretirement benefits expense	(38)				(41)
Inventory step-up adjustment	(33)				(2)
Other corporate expense-net	(70)				(63)
Income before income taxes	400				368
Income tax expense	20				57
Net income	380				311
Less net income for noncontrolling interests	(2)				0
Net income attributable to Eaton ordinary shareholders	378				311
Total business acquistion transaction cost	5				0
Corporate [Member]
Segment Reporting Information [Line Items]
Acquistion integration charges	6				0
Electrical Products [Member]
Segment Reporting Information [Line Items]
Acquistion integration charges	3	3	1	0	0	0	1	0	0	4	1
Business Segment Information
Net sales	1,660	1,138	919	903	886	853	923	947	896	3,846	3,619
Segment operating profit	241	178	172	151	139	119	135	136	141	640	531
Electrical Systems and Services [Member]
Segment Reporting Information [Line Items]
Acquistion integration charges	5	5	1	5	2	2	2	2	3	13	9
Business Segment Information
Net sales	1,521	1,197	910	913	852	967	906	873	811	3,872	3,557
Segment operating profit	210	146	111	91	76	123	83	85	61	424	352
Hydraulics [Member]
Segment Reporting Information [Line Items]
Acquistion integration charges	12				1
Business Segment Information
Net sales	756				735
Segment operating profit	78				109
Aerospace [Member]
Business Segment Information
Net sales	434				430
Segment operating profit	62				60
Vehicle [Member]
Business Segment Information
Net sales	939	871	939	1,047	1,057	1,078	1,157	1,133	1,022	3,914	4,390
Segment operating profit	$ 132	$ 98	$ 144	$ 168	$ 160	$ 179	$ 201	$ 175	$ 140	$ 570	$ 695

XML

Equity Equity (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Amortization of defined benefit pension items [Abstract]
Actuarial loss	$ (49)
Total before tax	(49)
Tax benefit	17
Total, net of tax	(32)
Gain and losses on cash flow hedges [Abstract]
Floating-to-fixed interest rate swaps	0
Currency exchange contracts	1
Commodity contracts	0
Tax expense	0
Total, net of tax	1
Total reclassification out of accumulated other comprehensive income, after tax	$ (31)

XML

Goodwill

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

A summary of goodwill follows:

	March 31, 2013		December 31, 2012
Electrical Products	$	6,163	$	6,212
Electrical Systems and Services	5,338		5,378
Hydraulics	1,380		1,404
Aerospace	1,038		1,045
Vehicle	356		357
Total goodwill	$	14,275	$	14,396

The decrease in goodwill in 2013 was related to the impact of currency translation.

XML

Business Segment Information New Business Segments - Results of Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Net sales	$ 5,310				$ 3,960
Operating profit	723				544
Acquistion integration charges	20				3
Electrical Products [Member]
Segment Reporting Information [Line Items]
Net sales	1,660	1,138	919	903	886	853	923	947	896	3,846	3,619
Operating profit	241	178	172	151	139	119	135	136	141	640	531
Operating margin		15.60%	18.70%	16.70%	15.70%	14.00%	14.60%	14.40%	15.70%	16.60%	14.70%
Acquistion integration charges	3	3	1	0	0	0	1	0	0	4	1
Before acquisition integration charges [Abstract]
Operating profit before acquisition integration charges		181	173	151	139	119	136	136	141	644	532
Operating margin before acquisition integration charges		15.90%	18.80%	16.70%	15.70%	14.00%	14.70%	14.40%	15.70%	16.70%	14.70%
Electrical Systems and Services [Member]
Segment Reporting Information [Line Items]
Net sales	1,521	1,197	910	913	852	967	906	873	811	3,872	3,557
Operating profit	210	146	111	91	76	123	83	85	61	424	352
Operating margin		12.20%	12.20%	10.00%	8.90%	12.70%	9.20%	9.70%	7.50%	11.00%	9.90%
Acquistion integration charges	5	5	1	5	2	2	2	2	3	13	9
Before acquisition integration charges [Abstract]
Operating profit before acquisition integration charges		151	112	96	78	125	85	87	64	437	361
Operating margin before acquisition integration charges		12.60%	12.30%	10.50%	9.20%	12.90%	9.40%	10.00%	7.90%	11.30%	10.10%
Vehicle [Member]
Segment Reporting Information [Line Items]
Net sales	939	871	939	1,047	1,057	1,078	1,157	1,133	1,022	3,914	4,390
Operating profit	$ 132	$ 98	$ 144	$ 168	$ 160	$ 179	$ 201	$ 175	$ 140	$ 570	$ 695
Operating margin		11.30%	15.30%	16.00%	15.10%	16.60%	17.40%	15.40%	13.70%	14.60%	15.80%

XML

Acquisition Integration and Restructuring Charges (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Acquisition Integration Charges
Acquistion integration charges	$ 20				$ 3
Business acquisition integration charges before income taxes	26				3
Transaction costs [Abstract]
Corporate transaction costs	5				0
Total transaction cost	5				0
Total acquistiion integration charges and transaction costs before income taxes	31				3
Total after income taxes	22				2
Per ordinary share - diluted	$ 0.05				$ 0.01
Restructuring and related charges		50
Severance costs		34
Non-cash restructuring charges		16
Restructuring reserve, current	32
Electrical Products [Member]
Acquisition Integration Charges
Acquistion integration charges	3	3	1	0	0	0	1	0	0	4	1
Electrical Systems and Services [Member]
Acquisition Integration Charges
Acquistion integration charges	5	5	1	5	2	2	2	2	3	13	9
Hydraulics [Member]
Acquisition Integration Charges
Acquistion integration charges	12				1
Corporate Integration [Member]
Acquisition Integration Charges
Acquistion integration charges	$ 6				$ 0

XML

Acquisitions of Businesses (Details) (USD $)				11 Months Ended	12 Months Ended
	Feb. 01, 2013	Nov. 30, 2012	Jul. 31, 2010	Nov. 30, 2012 Cooper Industries plc [Domain] Electrical Systems and Services; Electrical Products [Member]	Sep. 30, 2012 Rolec Comercial e Industrial S.A. [Domain] Electrical Systems and Services [Member]	Dec. 31, 2011 Jeil Hydraulics Co. Ltd. [Member] Hydraulics [Member]	Dec. 31, 2011 Polimer Kaucuk Sanayi ve Pazarlama A.S. [Domain] Hydraulics [Member]	Dec. 31, 2011 Gycom Electrical Low-Voltage Power Distribution, Control and Automation [Domain] Electrical Systems and Services [Member]
Business Acquisition [Line Items]
Purchase price of Cooper		$ 13,192,000,000
Cooper and Danaher representation on Apex Board of Directors			50.00%
Cooper and Danaher joint ownership in Apex			50.00%
Business acquisition, revenue reported by acquired entity for last annual period				5,409,000,000	85,000,000	189,000,000	335,000,000	24,000,000
Sale of Apex to Bain Capital by Cooper and Danaher	$ 1,600,000,000

XML

Goodwill (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 14,275	$ 14,396
Electrical Products [Member]
Goodwill [Line Items]
Goodwill	6,163	6,212
Electrical Systems and Services [Member]
Goodwill [Line Items]
Goodwill	5,338	5,378
Hydraulics [Member]
Goodwill [Line Items]
Goodwill	1,380	1,404
Aerospace [Member]
Goodwill [Line Items]
Goodwill	1,038	1,045
Vehicle [Member]
Goodwill [Line Items]
Goodwill	$ 356	$ 357

XML

Debt (Details) (USD $)	Nov. 30, 2012	May 21, 2012
Debt Instrument [Line Items]
Bridge loan borrowings	$ 1,669,000,000
Bridge facility		$ 6,750,000,000
Bridge facility duration		364 days

XML

Acquisition Integration and Restructuring Charges

3 Months Ended

Mar. 31, 2013

Acquisition Integration and Restructuring Charges [Abstract]

ACQUISITION INTEGRATION AND RESTRUCTURING CHARGES

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

	Three months ended March 31
	2013		2012
Acquisition integration charges
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total business segments	20		3
Corporate integration charges	6		—
Total acquisition integration charges	$	26	$	3
Transaction costs
Corporate transaction costs	$	5	$	—
Total transaction costs	$	5	$	—
Total acquisition integration charges and transaction costs before income taxes	$	31	$	3
Total after income taxes	$	22	$	2
Per ordinary share - diluted	$	0.05	$	0.01

Business segment integration charges for the first quarter of 2013 were related primarily to Cooper, Polimer Kaucuk Sanayi ve Pazarlama, Jeil Hydraulics and Rolec Comercial e Industrial S.A. Business segment integration charges for the first quarter of 2012 were related primarily to ACTOM Low Voltage, E. Begerow GmbH & Co. KG, Tuthill Coupling Group and Internormen Technology Group. 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.

Corporate integration charges in 2013 were related 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 are not included as a component of consideration transferred in an acquisition but are expensed as incurred. Acquisition related transaction costs in 2013 were related to the acquisition of Cooper. These charges were included in Selling and administrative expense, Interest expense-net and Other corporate expense-net, as appropriate. In Business Segment Information the charges were included in Interest expense-net and Other corporate expense-net.

See Note 2 for additional information about business acquisitions.

Restructuring Charges

During the fourth quarter of 2012, Eaton undertook restructuring activities to improve the efficiency of certain businesses. These actions resulted in a charge in 2012 of $50, comprised of severance costs totaling $34 and other non-cash expenses totaling $16. 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. See Note 13 for additional information about business segments. As of March 31, 2013, the liability related to these restructuring actions totaled $32 and is expected to be paid out during the second quarter of 2013.

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Retirement Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
United States pension benefit expense [Member]
Retirement benefit plans expense
Service cost	$ 32	$ 29
Interest cost	37	34
Expected return on plan assets	(57)	(45)
Amortization	33	29
Total	45	47
Settlement loss	6	4
Total expense	51	51
Non-United States pension benefit expense [Member]
Retirement benefit plans expense
Service cost	15	12
Interest cost	20	19
Expected return on plan assets	(21)	(19)
Amortization	7	4
Total	21	16
Settlement loss	0	2
Total expense	21	18
Other postretirement benefit expense [Member]
Retirement benefit plans expense
Service cost	5	4
Interest cost	9	9
Expected return on plan assets	(2)	(1)
Amortization	3	4
Total	15	16
Settlement loss	0	0
Total expense	$ 15	$ 16

XML

Amounts Recognized in Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cost of Sales [Member] | Net Investment Hedging [Member]
Amounts recognized in accumulated other comprehensive income (loss)
Gain (loss) recognized in accumulated other comprehensive income (loss)	$ (9)	$ 12
Gain (loss) reclassified from accumulated other comprehensive income (loss)	1	(4)
Interest Expense [Member] | Fair Value Hedging [Member]
Amounts recognized in net income
Gain (loss) recognized in net income	0	0
Floating to Fixed Interest Rate Swap [Domain] | Cost of Sales [Member] | Cash Flow Hedges [Member]
Amounts recognized in accumulated other comprehensive income (loss)
Gain (loss) recognized in accumulated other comprehensive income (loss)	0	(1)
Gain (loss) reclassified from accumulated other comprehensive income (loss)	0	0
Fixed-to-floating interest rate swaps [Member] | Interest Expense [Member] | Fair Value Hedging [Member]
Amounts recognized in net income
Gain (loss) recognized in net income	(8)	(10)
Currency exchange contracts [Member] | Cost of Sales [Member] | Cash Flow Hedges [Member]
Amounts recognized in accumulated other comprehensive income (loss)
Gain (loss) recognized in accumulated other comprehensive income (loss)	(9)	9
Gain (loss) reclassified from accumulated other comprehensive income (loss)	1	(2)
Commodity Contract [Member] | Cost of Sales [Member] | Cash Flow Hedges [Member]
Amounts recognized in accumulated other comprehensive income (loss)
Gain (loss) recognized in accumulated other comprehensive income (loss)	0	4
Gain (loss) reclassified from accumulated other comprehensive income (loss)	0	(2)
Related long term debt converted to floating interest rates by interest rate swaps [Member] | Interest Expense [Member] | Fair Value Hedging [Member]
Amounts recognized in net income
Gain (loss) recognized in net income	$ 8	$ 10

XML

Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Net sales	$ 5,310	$ 3,960
Cost of products sold	3,735	2,754
Selling and administrative expense	958	702
Research and development expense	152	105
Interest expense-net	75	28
Other (income) expense-net	(10)	3
Income before income taxes	400	368
Income tax expense	20	57
Net income	380	311
Less net income for noncontrolling interests	(2)	0
Net income attributable to Eaton ordinary shareholders	$ 378	$ 311
Net income per ordinary share
Diluted	$ 0.79	$ 0.91
Basic	$ 0.80	$ 0.93
Weighted-average number of ordinary shares outstanding
Diluted	475.1	339.8
Basic	471.9	335.4
Cash dividends declared per ordinary share	$ 0.42	$ 0.38

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2012 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities Exchange Commission.

During the first quarter of 2013, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable business segments include Electrical Products and Electrical Systems and Services (which include legacy Eaton and legacy Cooper electrical businesses), and Vehicle (which includes truck and automotive drivetrain and powertrain systems businesses). See Note 13 for additional information related to these segments.

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

XML

Equity (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Stock options excluded from calculation of diluted net income per ordinary share	0.1	0.9
Changes in Shareholders' equity
Balance at December 31, 2012	$ 15,128
Net income	380	311
Other comprehensive loss	(160)
Cash dividends paid and accrued	(200)
Issuance of shares under equity-based compensation plans-net	62
Balance at March 31, 2013	15,210
Eaton Shareholders' Equity [Member]
Changes in Shareholders' equity
Balance at December 31, 2012	15,086
Net income	378
Other comprehensive loss	(160)
Cash dividends paid and accrued	(199)
Issuance of shares under equity-based compensation plans-net	62
Balance at March 31, 2013	15,167
Noncontrolling Interest [Member]
Changes in Shareholders' equity
Balance at December 31, 2012	42
Net income	2
Other comprehensive loss	0
Cash dividends paid and accrued	(1)
Issuance of shares under equity-based compensation plans-net	0
Balance at March 31, 2013	43
Cash Flow Hedges [Member]
Balance at December 31, 2012	2
Other comprehensive income (loss) before reclassifications	(6)
Amounts reclassified from accumulated other comprehensive income	(1)
Net current-period other comprehensive income	(7)
Balance at March 31, 2013	(5)
Accumulated Other Comprehensive Income (Loss) [Member]
Balance at December 31, 2012	(1,990)
Other comprehensive income (loss) before reclassifications	(191)
Amounts reclassified from accumulated other comprehensive income	31
Net current-period other comprehensive income	(160)
Balance at March 31, 2013	(2,150)
Currency translation and related hedging instruments [Member]
Balance at December 31, 2012	(393)
Other comprehensive income (loss) before reclassifications	(206)
Amounts reclassified from accumulated other comprehensive income	0
Net current-period other comprehensive income	(206)
Balance at March 31, 2013	(599)
Pension and other postretirement benefits [Member]
Balance at December 31, 2012	(1,599)
Other comprehensive income (loss) before reclassifications	21
Amounts reclassified from accumulated other comprehensive income	32
Net current-period other comprehensive income	53
Balance at March 31, 2013	$ (1,546)

XML

Retirement Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Retirement benefit plans expense

The components of retirement benefits expense follow:

	Three months ended March 31
	United States pension benefit expense						Non-United States pension benefit expense						Other postretirement benefits expense
	2013			2012			2013			2012			2013			2012
Service cost	$	32		$	29		$	15		$	12		$	5		$	4
Interest cost	37			34			20			19			9			9
Expected return on plan assets	(57		)	(45		)	(21		)	(19		)	(2		)	(1		)
Amortization	33			29			7			4			3			4
	45			47			21			16			15			16
Settlement loss	6			4			—			2			—			—
Total expense	$	51		$	51		$	21		$	18		$	15		$	16

XML

Equity (Details 1) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Calculation of net income per ordinary share attributable to ordinary shareholders
Net income attributable to Eaton ordinary shareholders	$ 378	$ 311
Weighted-average number of ordinary shares outstanding - diluted	475.1	339.8
Less dilutive effect of equity-based compensation	3.2	4.4
Weighted-average number of ordinary shares outstanding - basic	471.9	335.4
Net income per ordinary share
Diluted	$ 0.79	$ 0.91
Basic	$ 0.80	$ 0.93

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Measurements (Tables) [Abstract]

Summary of financial instruments recognized at fair value and fair value measurement used

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)
March 31, 2013
Cash	$	639	$	639	$	—	$	—
Short-term investments	397		397		—		—
Net derivative contracts	73		—		73		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	79		—		79		—
December 31, 2012
Cash	$	577	$	577	$	—	$	—
Short-term investments	527		527		—		—
Net derivative contracts	83		—		83		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	87		—		87		—

XML

Acquisitions of Businesses

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

ACQUISITIONS OF BUSINESSES

ACQUISITIONS AND SALE OF BUSINESSES

In 2012, Eaton acquired businesses in separate transactions. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions. These transactions and the related annual sales prior to acquisition are summarized below:

Acquired businesses	Date of transaction	Business segment	Annual sales
Cooper Industries plc (Cooper)	November 30, 2012	Electrical Products; Electrical Systems and Services	$5,409 for 2011
A diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products.
Rolec Comercial e Industrial S.A.	September 28, 2012	Electrical Systems and Services	$85 for the 12 months ended September 30, 2012
A Chilean manufacturer of integrated power assemblies and low- and medium-voltage switchgear, and a provider of engineering services serving mining and other heavy industrial applications in Chile and Peru.
Jeil Hydraulics Co., Ltd.	July 6, 2012	Hydraulics	$189 for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.
Polimer Kaucuk Sanayi ve Pazarlama A.S.	June 1, 2012	Hydraulics	$335 for 2011
A Turkish manufacturer of hydraulic and industrial hose for construction, mining, agriculture, oil and gas, manufacturing, food and beverage, and chemicals markets. This business sells its products under the SEL brand name.
Gycom Electrical Low-Voltage Power Distribution, Control and Automation	June 1, 2012	Electrical Systems and Services	$24 for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.

Cooper Industries plc

On November 30, 2012, Eaton Corporation acquired Cooper for a purchase price of $13,192. The acquisition of Cooper has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. For accounting purposes, Eaton has been treated as the acquirer in the transaction. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The entire purchase price allocation for Cooper is preliminary. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments will be recorded during the measurement period in 2013. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the purchase accounting assessment will result in changes in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company’s results of operations and financial position. See Note 2 in the 2012 Form 10-K for additional information related to the acquisition of Cooper.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). Apex was formed by combining Cooper’s tools business with certain tools businesses from Danaher’s Tools and Components segment. Cooper and Danaher each owned a 50% interest in the joint venture, had equal representation on its board of directors and had a 50% voting interest in the joint venture.

On October 10, 2012, Cooper and Danaher announced they had entered into a definitive agreement to sell Apex to Bain Capital for approximately $1.6 billion subject to post-closing adjustments. On February 1, 2013, the sale of Apex was completed.

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net income	$ 380	$ 311
Less net income for noncontrolling interests	(2)	0
Net income attributable to Eaton ordinary shareholders	378	311
Other comprehensive (loss) income, net of tax
Currency translation and related hedging instruments	(206)	172
Pensions and other postretirement benefits	53	38
Cash flow hedges	(7)	16
Other comprehensive (loss) income attributable to Eaton ordinary shareholders	(160)	226
Total comprehensive income attributable to Eaton ordinary shareholders	$ 218	$ 537

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Inventory

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

INVENTORY

INVENTORY

The components of inventory follow:

	March 31, 2013			December 31, 2012
Raw materials	$	972		$	922
Work-in-process	417			426
Finished goods	1,125			1,134
Inventory at FIFO	2,514			2,482
Excess of FIFO over LIFO cost	(120		)	(133		)
Total inventory	$	2,394		$	2,349

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Document and Entity Information Document (USD $) In Billions, except Share data in Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Jun. 30, 2012
Entity Information [Line Items]
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 13.4
Document Period End Date	Mar. 31, 2013
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Amendment Flag	false
Entity Ordinary Stock, Shares Outstanding	473.1
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Entity Registrant Name	Eaton Corp plc
Entity Central Index Key	0001551182
Document Type	10-Q

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Business Segment Information

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT 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.

During the first quarter of 2013, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable business segments include Electrical Products and Electrical Systems and Services (which include legacy Eaton and legacy Cooper electrical businesses), and Vehicle (which includes truck and automotive drivetrain and powertrain systems businesses).

Electrical Products consists of electrical components, industrial controls, residential products, single phase power quality, emergency lighting, fire detection, wiring devices, structural support systems, circuit protection, and lighting products.

Electrical Systems and Services 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.

For the reportable segments that were re-segmented, previously reported segment financial information has been updated for all periods reported in 2012 and 2011. The re-segmentation did not impact previously reported consolidated results of operations. Business Segment Information includes the results of acquisitions from the dates of the transactions. See Note 2 for additional information related to business acquisitions.

	Three months ended March 31
	2013			2012
Net sales
Electrical Products	$	1,660		$	886
Electrical Systems and Services	1,521			852
Hydraulics	756			735
Aerospace	434			430
Vehicle	939			1,057
Total net sales	$	5,310		$	3,960
Segment operating profit
Electrical Products	$	241		$	139
Electrical Systems and Services	210			76
Hydraulics	78			109
Aerospace	62			60
Vehicle	132			160
Total segment operating profit	723			544
Corporate
Amortization of intangible assets	(107		)	(42		)
Interest expense-net	(75		)	(28		)
Pension and other postretirement benefits expense	(38		)	(41		)
Inventory step-up adjustment	(33		)	(2		)
Other corporate expense-net	(70		)	(63		)
Income before income taxes	400			368
Income tax expense	20			57
Net income	380			311
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	$	378		$	311

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

	Three months ended March 31
	2013		2012
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total	$	20	$	3

Corporate acquisition integration charges, related to the acquisition of Cooper, totaled $6 in 2013 and are included above in Other corporate expense-net. Acquisition-related transaction costs, such as investment banking, legal and other professional fees, are included above in Interest expense-net and Other corporate expense-net. In 2013, these charges totaled $5 and were related to the acquisition of Cooper. There were no significant Corporate acquisition-related transaction costs in the three months ended March 31, 2012. See Note 3 for additional information about acquisition integration charges and transaction costs.

For additional information regarding Eaton’s business segments, see Note 14 to the Consolidated Financial Statements contained in the 2012 Form 10-K.

New Business Segments - Results of Operations

Electrical Products

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,846		$	1,138		$	919		$	903		$	886		$	3,619		$	853		$	923		$	947		$	896
Operating profit	640			178			172			151			139			531			119			135			136			141
Operating margin	16.6		%	15.6		%	18.7		%	16.7		%	15.7		%	14.7		%	14.0		%	14.6		%	14.4		%	15.7		%
Acquisition integration charges	$	4		$	3		$	1		$	—		$	—		$	1		$	—		$	1		$	—		$	—
Before acquisition integration    charges
Operating profit	$	644		$	181		$	173		$	151		$	139		$	532		$	119		$	136		$	136		$	141
Operating margin	16.7		%	15.9		%	18.8		%	16.7		%	15.7		%	14.7		%	14.0		%	14.7		%	14.4		%	15.7		%

Electrical Systems and Services

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,872		$	1,197		$	910		$	913		$	852		$	3,557		$	967		$	906		$	873		$	811
Operating profit	424			146			111			91			76			352			123			83			85			61
Operating margin	11.0		%	12.2		%	12.2		%	10.0		%	8.9		%	9.9		%	12.7		%	9.2		%	9.7		%	7.5		%
Acquisition integration charges	$	13		$	5		$	1		$	5		$	2		$	9		$	2		$	2		$	2		$	3
Before acquisition integration    charges
Operating profit	$	437		$	151		$	112		$	96		$	78		$	361		$	125		$	85		$	87		$	64
Operating margin	11.3		%	12.6		%	12.3		%	10.5		%	9.2		%	10.1		%	12.9		%	9.4		%	10.0		%	7.9		%

Vehicle

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,914		$	871		$	939		$	1,047		$	1,057		$	4,390		$	1,078		$	1,157		$	1,133		$	1,022
Operating profit	$	570		$	98		$	144		$	168		$	160		$	695		$	179		$	201		$	175		$	140
Operating margin	14.6		%	11.3		%	15.3		%	16.0		%	15.1		%	15.8		%	16.6		%	17.4		%	15.4		%	13.7		%

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets
Cash	$ 639	$ 577
Short-term investments	397	527
Accounts receivable-net	3,685	3,510
Inventory	2,394	2,349
Deferred income taxes	459	449
Prepaid expenses and other current assets	622	432
Total current assets	8,196	7,844
Property, plant and equipment-net	3,841	3,877
Other noncurrent assets
Goodwill	14,275	14,396
Other intangible assets	6,664	6,779
Deferred income taxes	1,103	1,254
Other assets	898	1,698
Total assets	34,977	35,848
Current liabilities
Short-term debt	84	757
Current portion of long-term debt	569	314
Accounts payable	1,978	1,879
Accrued compensation	318	463
Other current liabilities	1,954	2,018
Total current liabilities	4,903	5,431
Noncurrent liabilities
Long-term debt	9,473	9,762
Pension liabilities	1,794	1,997
Other postretirement benefits liabilities	728	732
Deferred income taxes	2,007	2,024
Other noncurrent liabilities	862	774
Total noncurrent liabilities	14,864	15,289
Shareholders' equity
Eaton shareholders' equity	15,167	15,086
Noncontrolling interests	43	42
Total equity	15,210	15,128
Total liabilities and equity	$ 34,977	$ 35,848

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Legal Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

LEGAL 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 (including asbestos claims), antitrust matters and employment-related matters. 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.

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 March 31, 2013, the Company has a total accrual of 91 Brazilian Reais related to this matter ($45 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ($30 based on current exchange rates) with an additional 31 Brazilian Reais recognized through March 31, 2013 ($15 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. 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 be 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. Following a four week trial on liability only, on October 8, 2009, the jury returned a verdict in favor of Meritor. Eaton firmly believes that it competes fairly and honestly for business in the marketplace, and that at no time did it act in an anti-competitive manner. During an earlier stage in the case, the judge concluded that damage estimates contained in a report filed by Meritor were not based on reliable data and the report was specifically excluded from the case. On November 3, 2009, Eaton filed a motion for judgment as a matter of law and to set aside the verdict. That motion was denied on March 10, 2011. On March 14, 2011, Eaton filed a motion for entry of final judgment of liability, zero damages and no injunctive relief. That motion was denied on June 9, 2011. On August 19, 2011, the Court entered final judgment of liability but awarded zero damages to plaintiffs. The Court also entered an injunction prohibiting Eaton from offering rebates or other incentives based on purchasing targets but stayed the injunction pending appeal. Eaton appealed the liability finding and the injunction to the Third Circuit Court of Appeals. Meritor cross-appealed the finding of zero damages. On September 28, 2012, the Court of Appeals affirmed the District Court's denial of Eaton's motion for judgment as a matter of law, and let stand the jury verdict in favor of Meritor. The Third Circuit also ruled that the plaintiffs' damages report was properly excluded, but reversed the judgment of zero damages and ordered that the District Court must allow plaintiffs a limited opportunity to amend the damages report, which may be re-considered for reliability and admissibility. Injunctive relief also was vacated. An estimate of any potential loss related to this action cannot be made at this time.

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Retirement Benefit Plans

3 Months Ended

Mar. 31, 2013

Compensation and Retirement Disclosure [Abstract]

RETIREMENT BENEFIT PLANS

RETIREMENT BENEFITS PLANS

The components of retirement benefits expense follow:

	Three months ended March 31
	United States pension benefit expense						Non-United States pension benefit expense						Other postretirement benefits expense
	2013			2012			2013			2012			2013			2012
Service cost	$	32		$	29		$	15		$	12		$	5		$	4
Interest cost	37			34			20			19			9			9
Expected return on plan assets	(57		)	(45		)	(21		)	(19		)	(2		)	(1		)
Amortization	33			29			7			4			3			4
	45			47			21			16			15			16
Settlement loss	6			4			—			2			—			—
Total expense	$	51		$	51		$	21		$	18		$	15		$	16

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Equity (Tables)

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note [Abstract]

Change in Shareholders' equity

The changes in Shareholders’ equity follow:

	Eaton shareholders’ equity			Noncontrolling interests			Total equity
Balance at December 31, 2012	$	15,086		$	42		$	15,128
Net income	378			2			380
Other comprehensive loss	(160		)	—			(160		)
Cash dividends paid and accrued	(199		)	(1		)	(200		)
Issuance of shares under equity-based compensation plans-net	62			—			62
Balance at March 31, 2013	$	15,167		$	43		$	15,210

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

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, 2012	$	(393	)	$	(1,599	)	$	2		$	(1,990	)
Other comprehensive (loss) income     before reclassifications	(206		)	21			(6		)	(191		)
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			32			(1		)	31
Net current-period other comprehensive    (loss) income	(206		)	53			(7		)	(160		)
Balance at March 31, 2013	$	(599	)	$	(1,546	)	$	(5	)	$	(2,150	)

Reclassification out of accumulated other comprehensive income [Table Text Block]

The reclassifications out of Accumulated other comprehensive loss follow:

	Three months ended March 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(49	)	1
	(49		)
Tax benefit	17
Total, net of tax	(32		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	—			Interest expense-net
Currency exchange contracts	1			Cost of products sold
Commodity contracts	—			Cost of products sold
	1
Tax expense	—
Total, net of tax	1
Total reclassifications for the period	$	(31	)

Calculation of net income per ordinary share attributable to ordinary shareholders

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

	Three months ended March 31
(Shares in millions)	2013		2012
Net income attributable to Eaton ordinary shareholders	$	378	$	311
Weighted-average number of ordinary shares outstanding-diluted	475.1		339.8
Less dilutive effect of equity-based compensation	3.2		4.4
Weighted-average number of ordinary shares outstanding-basic	471.9		335.4
Net income per ordinary share
Diluted	$	0.79	$	0.91
Basic	0.80		0.93

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Acquisitions of Businesses (Tables)

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Description of annual sales from acquired entity from previous periods

Acquired businesses	Date of transaction	Business segment	Annual sales
Cooper Industries plc (Cooper)	November 30, 2012	Electrical Products; Electrical Systems and Services	$5,409 for 2011
A diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products.
Rolec Comercial e Industrial S.A.	September 28, 2012	Electrical Systems and Services	$85 for the 12 months ended September 30, 2012
A Chilean manufacturer of integrated power assemblies and low- and medium-voltage switchgear, and a provider of engineering services serving mining and other heavy industrial applications in Chile and Peru.
Jeil Hydraulics Co., Ltd.	July 6, 2012	Hydraulics	$189 for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.
Polimer Kaucuk Sanayi ve Pazarlama A.S.	June 1, 2012	Hydraulics	$335 for 2011
A Turkish manufacturer of hydraulic and industrial hose for construction, mining, agriculture, oil and gas, manufacturing, food and beverage, and chemicals markets. This business sells its products under the SEL brand name.
Gycom Electrical Low-Voltage Power Distribution, Control and Automation	June 1, 2012	Electrical Systems and Services	$24 for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

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)
March 31, 2013
Cash	$	639	$	639	$	—	$	—
Short-term investments	397		397		—		—
Net derivative contracts	73		—		73		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	79		—		79		—
December 31, 2012
Cash	$	577	$	577	$	—	$	—
Short-term investments	527		527		—		—
Net derivative contracts	83		—		83		—
Long-term debt converted to floating interest rates by    interest rate swaps - net	87		—		87		—

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 recognized using unobservable inputs.

Other Fair Value Measurements

Long-term debt and the current portion of long-term debt had a carrying value of $10,042 and fair value of $10,647 at March 31, 2013 compared to $10,076 and $10,793, respectively, at December 31, 2012. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Expense (Benefit) [Abstract]

INCOME TAXES

INCOME TAXES

The effective income tax rate for the first quarter of 2013 was 5.0% compared to 15.6% for the first quarter of 2012. The lower effective tax rate in the first quarter of 2013 was primarily attributable to recording in the first quarter of 2013 the entire U.S. research and experimentation credit for 2012 as a result of a legislative change that occurred in January 2013, the effects of the Cooper transaction and integration, and enhanced utilization of foreign tax credits in the U.S.

At the end of the fourth quarter of 2011, the IRS issued a Statutory Notice of Deficiency (Notice) for Eaton's 2005 and 2006 tax years. The Notice proposes 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. The Notice was issued despite the IRS having previously recognized the validity of the Company's transfer pricing methodology by entering into two successive binding Advance Pricing Agreements (APAs) that approved and, in fact, required the application of the Company's transfer pricing methodology for the ten year period of 2001 through 2010. 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 Notice being issued, the IRS sent a letter stating that it was canceling the APAs.

The Company firmly believes that the proposed assessments are without merit. The Company also believes that it was in full compliance with the terms of the two APAs, and that the IRS's unilateral attempt to retroactively cancel these two binding contracts is also without merit, and represents a breach of the two contracts. 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 two APA contracts meets the arms-length standard set by the U.S. income tax laws, and accordingly, that the two APA contracts should be enforced in accordance with their terms. On June 11, 2012, the Company filed a motion for partial summary judgment with the U.S. Tax Court, asking the U.S. Tax Court to find that the APAs are binding contracts and that the IRS has the burden of proving that it is entitled to cancel the APAs. On October 22, 2012, a hearing on the partial summary judgment motion was held at the U.S. Tax Court. A decision on the motion is pending. The Company believes that the ultimate resolution of this matter will not have a material adverse impact on its consolidated financial statements.

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Equity

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note [Abstract]

EQUITY

EQUITY

The changes in Shareholders’ equity follow:

	Eaton shareholders’ equity			Noncontrolling interests			Total equity
Balance at December 31, 2012	$	15,086		$	42		$	15,128
Net income	378			2			380
Other comprehensive loss	(160		)	—			(160		)
Cash dividends paid and accrued	(199		)	(1		)	(200		)
Issuance of shares under equity-based compensation plans-net	62			—			62
Balance at March 31, 2013	$	15,167		$	43		$	15,210

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, 2012	$	(393	)	$	(1,599	)	$	2		$	(1,990	)
Other comprehensive (loss) income     before reclassifications	(206		)	21			(6		)	(191		)
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			32			(1		)	31
Net current-period other comprehensive    (loss) income	(206		)	53			(7		)	(160		)
Balance at March 31, 2013	$	(599	)	$	(1,546	)	$	(5	)	$	(2,150	)

The reclassifications out of Accumulated other comprehensive loss follow:

	Three months ended March 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(49	)	1
	(49		)
Tax benefit	17
Total, net of tax	(32		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	—			Interest expense-net
Currency exchange contracts	1			Cost of products sold
Commodity contracts	—			Cost of products sold
	1
Tax expense	—
Total, net of tax	1
Total reclassifications for the period	$	(31	)

¹ These components of Accumulated other comprehensive loss are included in the computation of net periodic pension cost. See Note 6 for additional information about defined benefit pension items.

Net Income per Ordinary Share

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

	Three months ended March 31
(Shares in millions)	2013		2012
Net income attributable to Eaton ordinary shareholders	$	378	$	311
Weighted-average number of ordinary shares outstanding-diluted	475.1		339.8
Less dilutive effect of equity-based compensation	3.2		4.4
Weighted-average number of ordinary shares outstanding-basic	471.9		335.4
Net income per ordinary share
Diluted	$	0.79	$	0.91
Basic	0.80		0.93

For the first quarter of 2013 and 2012, 0.1 million and 0.9 million stock options, respectively, were excluded from the calculation of diluted net income per ordinary share 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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Derivative Financial Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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 Condensed 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 income (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 income (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 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.

Eaton uses certain of its debt denominated in various currencies to hedge portions of its net investments in foreign operations against currency exposure (net investment hedges). Debt denominated in various currencies and designated as non-derivative net investment hedging instruments was $106 and $116 at March 31, 2013 and December 31, 2012, respectively.

Derivative Financial Statement Impacts

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
March 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,540	$	3	$	76	$	—	$	—	Fair value	3 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	388		3		—		8		—		Cash flow	12 to 36 months
Commodity contracts	7		—		—		—		—		Cash flow	12 months
Total			$	6	$	76	$	8	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,417	$	39			$	38				12 months
Commodity contracts	8		—				—					12 months
Total			$	39			$	38
December 31, 2012
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,290	$	2	$	85	$	—	$	—	Fair value	6 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	451		9		—		4		—		Cash flow	12 to 36 months
Commodity contracts	17		—		—		—		—		Cash flow	12 months
Total			$	11	$	85	$	4	$	2
Derivatives not designated as hedges
Currency exchange contracts	$	4,997	$	23			$	31				12 months
Commodity contracts	19		1				—					12 months
Total			$	24			$	31

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.

Amounts recognized in Accumulated other comprehensive income (loss) follow:

	Three months ended March 31
	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)		Gain (loss) recognized in Accumulated other comprehensive income (loss)			Gain (loss) reclassified from Accumulated other comprehensive income (loss)
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—		$	—	$	(1	)	$	—
Currency exchange contracts	(9		)	1		9			(2		)
Commodity contracts	—			—		4			(2		)
Total	$	(9	)	$	1	$	12		$	(4	)

Gains and losses reclassified from Accumulated other comprehensive income (loss) to the Consolidated Statements of Income were recognized in Cost of products sold.

Amounts recognized in net income follow:

	Three months ended March 31
	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(8	)	$	(10	)
Related long-term debt converted to floating interest    rates by interest rate swaps	8			10
	$	—		$	—

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

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Income Tax Contingency [Line Items]
Effective tax rate	5.00%	15.60%
Penalties associated with IRS Statutory Notice of Deficiency proposed assessment			$ 52
IRS Statutory Notice of Deficiency proposed assessment of additional federal taxes			$ 75

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of goodwill follows:

	March 31, 2013		December 31, 2012
Electrical Products	$	6,163	$	6,212
Electrical Systems and Services	5,338		5,378
Hydraulics	1,380		1,404
Aerospace	1,038		1,045
Vehicle	356		357
Total goodwill	$	14,275	$	14,396

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Inventory (Tables)

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Components of inventories

The components of inventory follow:

	March 31, 2013			December 31, 2012
Raw materials	$	972		$	922
Work-in-process	417			426
Finished goods	1,125			1,134
Inventory at FIFO	2,514			2,482
Excess of FIFO over LIFO cost	(120		)	(133		)
Total inventory	$	2,394		$	2,349

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Inventory (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 972	$ 922
Work-in-process	417	426
Finished goods	1,125	1,134
Inventory at FIFO	2,514	2,482
Excess of FIFO over LIFO cost	(120)	(133)
Total inventory	$ 2,394	$ 2,349

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating activities
Net income	$ 380	$ 311
Adjustments to reconcile to net cash provided by (used in) operating activities
Depreciation and amortization	245	140
Pension expense	72	69
Contributions to pension plans	(208)	(330)
Changes in working capital	(546)	(388)
Other-net	157	100
Net cash provided by (used in) operating activities	100	(98)
Investing activities
Cash paid for acquisitions of businesses	8	0
Capital expenditures for property, plant and equipment	(122)	(105)
Sales of short-term investments-net	132	262
Proceeds from sale of business	761	0
Other-net	(6)	(16)
Net cash provided by investing activities	773	141
Financing activities
Payments on borrowings	(687)	(1)
Cash dividends paid	(194)	(127)
Exercise of employee stock options	56	43
Excess tax benefit from equity-based compensation	16	13
Other-net	(1)	3
Net cash used in financing activities	(810)	(69)
Effect of currency on cash	(1)	8
Total increase (decrease) in cash	62	(18)
Cash at the beginning of the period	577	385
Cash at the end of the period	$ 639	$ 367

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

DEBT

DEBT

On November 30, 2012, the closing date of the acquisition of Cooper, Eaton borrowed $1,669 on a $6.75 billion, 364-day bridge facility (the Facility) which was obtained on May 21, 2012. The Facility was obtained to finance a portion of the cash paid to acquire Cooper and was available in a single draw on the closing date of the acquisition. On February 1, 2013, Eaton repaid the outstanding balance on the Facility.

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Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Business Segment Information

	Three months ended March 31
	2013			2012
Net sales
Electrical Products	$	1,660		$	886
Electrical Systems and Services	1,521			852
Hydraulics	756			735
Aerospace	434			430
Vehicle	939			1,057
Total net sales	$	5,310		$	3,960
Segment operating profit
Electrical Products	$	241		$	139
Electrical Systems and Services	210			76
Hydraulics	78			109
Aerospace	62			60
Vehicle	132			160
Total segment operating profit	723			544
Corporate
Amortization of intangible assets	(107		)	(42		)
Interest expense-net	(75		)	(28		)
Pension and other postretirement benefits expense	(38		)	(41		)
Inventory step-up adjustment	(33		)	(2		)
Other corporate expense-net	(70		)	(63		)
Income before income taxes	400			368
Income tax expense	20			57
Net income	380			311
Less net income for noncontrolling interests	(2		)	—
Net income attributable to Eaton ordinary shareholders	$	378		$	311

New Business Segments - Results of Operations [Table Text Block]

Electrical Products

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,846		$	1,138		$	919		$	903		$	886		$	3,619		$	853		$	923		$	947		$	896
Operating profit	640			178			172			151			139			531			119			135			136			141
Operating margin	16.6		%	15.6		%	18.7		%	16.7		%	15.7		%	14.7		%	14.0		%	14.6		%	14.4		%	15.7		%
Acquisition integration charges	$	4		$	3		$	1		$	—		$	—		$	1		$	—		$	1		$	—		$	—
Before acquisition integration    charges
Operating profit	$	644		$	181		$	173		$	151		$	139		$	532		$	119		$	136		$	136		$	141
Operating margin	16.7		%	15.9		%	18.8		%	16.7		%	15.7		%	14.7		%	14.0		%	14.7		%	14.4		%	15.7		%

Electrical Systems and Services

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,872		$	1,197		$	910		$	913		$	852		$	3,557		$	967		$	906		$	873		$	811
Operating profit	424			146			111			91			76			352			123			83			85			61
Operating margin	11.0		%	12.2		%	12.2		%	10.0		%	8.9		%	9.9		%	12.7		%	9.2		%	9.7		%	7.5		%
Acquisition integration charges	$	13		$	5		$	1		$	5		$	2		$	9		$	2		$	2		$	2		$	3
Before acquisition integration    charges
Operating profit	$	437		$	151		$	112		$	96		$	78		$	361		$	125		$	85		$	87		$	64
Operating margin	11.3		%	12.6		%	12.3		%	10.5		%	9.2		%	10.1		%	12.9		%	9.4		%	10.0		%	7.9		%

Vehicle

	Year ended December 31, 2012			Quarter ended in 2012												Year ended December 31, 2011			Quarter ended in 2011
				Dec. 31			Sept. 30			June 30			Mar. 31						Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	3,914		$	871		$	939		$	1,047		$	1,057		$	4,390		$	1,078		$	1,157		$	1,133		$	1,022
Operating profit	$	570		$	98		$	144		$	168		$	160		$	695		$	179		$	201		$	175		$	140
Operating margin	14.6		%	11.3		%	15.3		%	16.0		%	15.1		%	15.8		%	16.6		%	17.4		%	15.4		%	13.7		%

Acquisition Integration Charges by Segment [Table Text Block]

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

	Three months ended March 31
	2013		2012
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total	$	20	$	3

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Cash	$ 639	$ 577	$ 367	$ 385
Short-term investments	397	527
Net derivative contracts	73	83
Long-term debt converted to floating interest rates by interest rate swaps - net	79	87
Carrying value of long-term debt and current portion of long-term debt	10,042	10,076
Fair value of long-term debt and current portion of long-term debt	10,647	10,793
Quoted prices in active markets for identical assets (Level 1) [Member]
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Cash	639	577
Short-term investments	397	527
Net derivative contracts	0	0
Long-term debt converted to floating interest rates by interest rate swaps - net	0	0
Other Observable inputs Level 2) [Member]
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Cash	0	0
Short-term investments	0	0
Net derivative contracts	73	83
Long-term debt converted to floating interest rates by interest rate swaps - net	79	87
Unobservable inputs (Level 3) [Member]
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Cash	0	0
Short-term investments	0	0
Net derivative contracts	0	0
Long-term debt converted to floating interest rates by interest rate swaps - net	$ 0	$ 0

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Acquisition Integration and Restructuring Charges (Tables)

3 Months Ended

Mar. 31, 2013

Acquisition Integration and Restructuring Charges (Tables) [Abstract]

Acquisition Integration Charges

A summary of these charges follows:

	Three months ended March 31
	2013		2012
Acquisition integration charges
Electrical Products	$	3	$	—
Electrical Systems and Services	5		2
Hydraulics	12		1
Total business segments	20		3
Corporate integration charges	6		—
Total acquisition integration charges	$	26	$	3
Transaction costs
Corporate transaction costs	$	5	$	—
Total transaction costs	$	5	$	—
Total acquisition integration charges and transaction costs before income taxes	$	31	$	3
Total after income taxes	$	22	$	2
Per ordinary share - diluted	$	0.05	$	0.01