10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the year endedDecember 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)
Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland	-
(Address of principal executive offices)	(Zip code)

		+1 (440) 523-5000
		(Registrant's telephone number, including area code)
	Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Name of each exchange on which registered
Ordinary Shares ($0.01 par value)			The New York Stock Exchange

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

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

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

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

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

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

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 Act). Yes o No þ

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2013 was $31.2 billion.

As of January 31, 2014, there were 475.3 million Ordinary Shares outstanding.

Documents Incorporated By Reference

Portions of the Proxy Statement for the 2014 annual shareholders meeting are incorporated by reference into Part III.

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

Part I

Item 1. Business.

Eaton Corporation plc (Eaton or the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. 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 102,000 employees in over 60 countries and sells products to customers in more than 175 countries.

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

Acquisitions and Sales of Businesses

Cooper Industries plc

On November 30, 2012, Eaton Corporation acquired Cooper Industries plc (Cooper) for a purchase price totaling $13,192 million, which consisted of cash totaling $6,543 million and Eaton share consideration valued at $6,649 million.

Cooper is 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. Cooper had annual sales of $5,409 million for 2011. Eaton's Consolidated Financial Statements include Cooper's results of operations from November 30, 2012. For segment reporting purposes, Cooper has been included within the Electrical Products and the Electrical Systems and Services business segments at December 31, 2013 and 2012. Additional information related to the acquisition of Cooper and business segments is presented in Note 2 and Note 14, respectively, of the Notes to the Consolidated Financial Statements.

Eaton's management believes the acquisition of Cooper will provide substantial synergies including, but not limited to, enhanced operational cost efficiencies, incremental revenue opportunities, the acceleration of Eaton’s long-term growth potential through greater exposure to faster growing end markets, increased earnings and cash flow and better access to capital markets as a result of enhanced size and an expanded business line.

Acquisitions of Other Businesses

Eaton's other acquired businesses for 2012 and 2011 are presented in Note 2 of the Notes to the Consolidated Financial Statements.

Sale of Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions

On January 20, 2014, Eaton announced it entered into an agreement to sell the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran for $270 million. The sale, which was approved by Eaton's Board of Directors, is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close early in the second quarter of 2014.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). 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.

2

Business Segment Information

Information by business segment and geographic region regarding principal products, principal markets, methods of distribution, net sales, operating profit and assets is presented in Note 14 of the Notes to the Consolidated Financial Statements. Additional information regarding Eaton's segments and business is presented below.

Electrical Products and Electrical Systems and Services

Principal methods of competition in these segments are performance of products and systems, technology, customer service and support, and price. Eaton has a strong competitive position in these segments and, with respect to many products, is considered among the market leaders. In normal economic cycles, sales of these segments are historically lower in the first quarter and higher in the third and fourth quarters of a year. In 2013, 17% of these segment's sales were made to four large distributors of electrical products and electrical systems and services.

Hydraulics

Principal methods of competition in this segment are product performance, geographic coverage, service, and price. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. Sales of this segment are historically higher in the first and second quarters and lower in the third and fourth quarters of the year. In 2013, 15% of this segment's sales were made to four large original equipment manufacturers or distributors of agricultural, construction, and industrial equipment and parts.

Aerospace

Principal methods of competition in this segment are total cost of ownership, product and system performance, quality, design engineering capabilities, and timely delivery. Eaton has a strong competitive position in this segment and, with respect to many products and platforms, is considered among the market leaders. In 2013, 29% of this segment's sales were made to three large original equipment manufacturers of aircraft.

Vehicle

Principal methods of competition in this segment are product performance, technology, global service, and price. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. In 2013, 64% of this segment's sales were made to seven large original equipment manufacturers of vehicles and related components.

Information Concerning Eaton's Business in General

Raw Materials

Eaton's major requirements for raw materials include iron, steel, copper, nickel, aluminum, brass, tin, silver, lead, molybdenum, titanium, vanadium, rubber, plastic, electronic components, insulating materials and fluids. Materials are purchased in various forms, such as extrusions, castings, powder metal, metal sheets and strips, forging billets, bar stock, and plastic pellets. Raw materials, as well as parts and other components, are purchased from many suppliers, although there are limited sources of supply for electrical core steel and insulating fluids. Under normal circumstances, the Company has no difficulty obtaining its raw materials. In 2013, Eaton maintained appropriate levels of inventory to prevent shortages and did not experience any availability constraints.

Patents and Trademarks

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

Order Backlog

A significant portion of open orders placed with Eaton are by original equipment manufacturers of trucks, off-highway vehicles, and passenger cars. These open orders are not considered firm as they have been historically subject to month-to-month releases by customers during each model year. In measuring backlog orders, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at December 31, 2013 and 2012 was approximately $4.6 billion and $4.5 billion, respectively. Backlog should not be relied upon as being indicative of results of operations for future periods.

3

Research and Development

Research and development expenses for new products and improvement of existing products in 2013, 2012 and 2011 were $644 million, $439 million, and $417 million, respectively. Over the past five years, the Company has invested approximately $2.3 billion in research and development.

Environmental Contingencies

Operations of the Company involve the use and disposal of certain substances regulated under environmental protection laws. Eaton continues to modify processes on an ongoing, regular basis in order to reduce the impact on the environment, including the reduction or elimination of certain chemicals used in, and wastes generated from, operations. Compliance with laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, are not expected to have a material adverse effect upon earnings or the competitive position of the Company. Eaton's estimated capital expenditures for environmental control facilities are not expected to be material for 2014 and 2015. Information regarding the Company's liabilities related to environmental matters is presented in Note 7 of the Notes to the Consolidated Financial Statements.

Item 1A. Risk Factors.

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

Eaton may not realize all of the anticipated benefits from the acquisition of Cooper or those benefits may take longer to realize than expected.

Eaton's ability to realize the anticipated benefits of the Cooper transaction will depend, to a large extent, on the Company's ability to integrate the two businesses. The integration process may disrupt the businesses and, if implemented ineffectively, would preclude realization of the full benefits expected. The difficulties of combining the operations of the companies include, among others:

• the diversion of management's attention to integration matters;

• difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the business of Cooper with that of Eaton;

• difficulties in the integration of operations and systems;

• difficulties in the assimilation of employees;

• difficulties in managing the expanded operations of a significantly larger and more complex company;

• challenges in keeping existing customers and obtaining new customers; and

• challenges in attracting and retaining key personnel.

Many of these factors will be outside of Eaton's control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact the business, financial condition, and results of operations of Eaton.

Volatility of end markets that Eaton serves.

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

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

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

4

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

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

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

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

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

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

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

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

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

Eaton is subject to income taxes in many jurisdictions around the world. Income tax liabilities are subject to the allocation of income among various tax jurisdictions. The Company's effective tax rate could be affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, or changes in tax laws. The amount of income taxes paid is subject to ongoing audits by tax authorities in the countries in which Eaton operates. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to the Company's tax liabilities.

Eaton uses a variety of raw materials and components in its businesses, andsignificant shortages, price increases, or supplier insolvencies could increaseoperating costs and adversely impact the competitive positions of Eaton'sproducts.

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

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

5

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

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

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

At any given time, Eaton may be subject to litigation, the disposition of which may have a material adverse effect on the Company's businesses, financial condition or results of operations. Information regarding current legal proceedings is presented in Note 7 of the Notes to the Consolidated Financial Statements.

Legislative and regulatory action could materially adversely affect Eaton.

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

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Eaton's principal executive offices are located at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland. The Company maintains manufacturing facilities at 351 locations in 44 countries. The Company is a lessee under a number of operating leases for certain real properties and equipment, none of which is material to its operations. Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

Executive Officers of the Registrant

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

6

Part II

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

The Company's ordinary shares are listed for trading on the New York Stock Exchange. At December 31, 2013, there were 19,538 holders of record of the Company's ordinary shares. Additionally, 28,128 current and former employees were shareholders through participation in the Eaton Savings Plan (ESP), Eaton Personal Investment Plan (EPIP), Eaton Puerto Rico Retirement Savings Plan, and the Cooper Retirement Savings and Stock Ownership Plan.

Information regarding cash dividends paid, and the high and low market price per ordinary share, for each quarter in 2013 and 2012 is presented in “Quarterly Data” of this Form 10-K. Information regarding equity-based compensation plans required by Regulation S-K Item 201(d) is provided in Item 12 of this Form 10-K Report.

Irish Taxes Applicable to Dividends

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

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

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

Item 6. Selected Financial Data.

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

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

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

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

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

Item 8. Financial Statements and Supplementary Data.

The report of the independent registered public accounting firm, consolidated financial statements, and notes to consolidated financial statements are presented on pages 15 through 66 of this Form 10-K.

Information regarding selected quarterly financial information for 2013 and 2012 is presented in “Quarterly Data” of this Form 10-K.

7

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton's management, including Alexander M. Cutler - Principal Executive Officer; and Richard H. Fearon - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2013.

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

Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, Eaton has included a report of management's assessment of the effectiveness of internal control over financial reporting, which is presented on page 18.

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, 2013 is presented on page 17.

During the fourth quarter of 2013, there was no change in Eaton's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information.

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Information required with respect to the directors of the Company is set forth under the caption “Election of Directors” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2014, follows:

Name	Age	Position (Date elected to position)
Alexander M. Cutler	62	Director of Eaton Corporation plc (November 30, 2012 - present)
		Chief Executive Officer and President of Eaton Corporation (August 1, 2000 - present)
		Director of Eaton Corporation (September 22, 1993 - November 30, 2012)
Richard H. Fearon	57	Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation
		(April 24, 2002 - present)
Craig Arnold	53	Vice Chairman and Chief Operating Officer - Industrial Sector of Eaton Corporation
		(February 1, 2009 - present)
		Chief Executive Officer - Fluid Power Group of Eaton Corporation
		(October 25, 2000 - January 31, 2009)

8

Name	Age	Position (Date elected to position)
Thomas S. Gross	59	Vice Chairman and Chief Operating Officer - Electrical Sector of Eaton Corporation
		(February 1, 2009 - present)
		President - Power Quality and Control Business of Eaton Corporation
		(April 1, 2008 - January 31, 2009)
Cynthia K. Brabander	52	Executive Vice President and Chief Human Resources Officer of Eaton Corporation
		(February 13, 2012 - present)
		Senior Vice President, Human Resources of Gates Corporation
		(April 11, 2009 - January 10, 2012)
		Senior Vice President, Human Resources - Industrial Sector of Eaton Corporation
		(April 1, 2005 - April 10, 2009)
Mark M. McGuire	56	Executive Vice President and General Counsel of Eaton Corporation
		(December 1, 2005 - present)
Thomas E. Moran	49	Senior Vice President and Secretary of Eaton Corporation plc
		(November 27, 2012 - present)
		Senior Vice President and Secretary of Eaton Corporation
		(October 1, 2008 - January 1, 2013)
Ken D. Semelsberger	52	Senior Vice President and Controller of Eaton Corporation (November 1, 2013 - present)
		Senior Vice President, Finance and Planning - Industrial Sector of Eaton Corporation
		(February 1, 2009 - October 31, 2013)
		Senior Vice President, Corporate Development and Treasurer of Eaton Corporation
		(February 22, 2006 - January 31, 2009)

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

Information required with respect to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

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

There were no changes during the fourth quarter 2013 to the procedures by which security holders may recommend nominees to the Company's Board of Directors.

Information related to the Audit Committee, and members of the Committee that are financial experts, is set forth under the caption “Board Committees - Audit Committee” in the definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

Item 11. Executive Compensation.

Information required with respect to executive compensation is set forth under the caption “Executive Compensation” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

9

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

Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption “Equity Compensation Plans” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

Information required with respect to security ownership of certain beneficial owners, is set forth under the caption “Share Ownership Tables” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

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

Information required with respect to certain relationships and related transactions is set forth under the caption “Review of Related Person Transactions” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

Information required with respect to director independence is set forth under the caption “Director Independence” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information required with respect to principal accountant fees and services is set forth under the caption “Audit Committee Report” in the Company's definitive Proxy Statement to be filed on or about March 14, 2014, and is incorporated by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

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

Report of Independent Registered Public Accounting Firm - Page 17

Consolidated Statements of Income - Years ended December 31, 2013, 2012 and 2011 - Page 19

Consolidated Statements of Comprehensive Income - Years ended December 31, 2013, 2012 and 2011 - Page 20

Consolidated Balance Sheets - December 31, 2013 and 2012 - Page 21

Consolidated Statements of Cash Flows - Years ended December 31, 2013, 2012 and 2011 - Page 22

Consolidated Statements of Shareholders' Equity - Years ended December 31, 2013, 2012 and 2011 - Page 23

Notes to Consolidated Financial Statements - Pages 24 through 66

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

(3) Exhibits

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

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

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

10 Material contracts

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

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

10

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

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

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

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

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

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

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

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

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

(l) Form of Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

(m) Form of Restricted Share Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

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

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

(p) Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012

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

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

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

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

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

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

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

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

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

(z) Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008

(aa) Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

11

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

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

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

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

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

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

(hh) Amended and Restated 1998 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

(ii) Trust Agreement - Officers and Employees (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

(jj) Trust Agreement - Non-employee Directors (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

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

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

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

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

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

(pp) Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

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

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

(ss) Eaton Savings Plan 2014 Restatement - Filed in conjunction with this Form 10-K Report*

(tt) Eaton Personal Investment Plan 2014 Restatement - Filed in conjunction with this Form 10-K Report*

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

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

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

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

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

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

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

12

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

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

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema Document *

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB XBRL Taxonomy Extension Label Linkbase Document *

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *

____________

* Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 (iii) Consolidated Balance Sheets at December 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) Notes to Consolidated Financial Statements for the year ended December 31, 2013.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K 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.

(b) Exhibits

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

13

SIGNATURES

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

			EATON CORPORATION plc
			Registrant
Date:	February 26, 2014	By:	/s/ Richard H. Fearon
			Richard H. Fearon
			(On behalf of the registrant and as Principal Financial Officer)

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

Date: February 26, 2014

Signature	Title
*
Alexander M. Cutler	Principal Executive Officer; Director
*
Ken D. Semelsberger	Principal Accounting Officer
*		*
George S. Barrett	Director	Todd M. Bluedorn	Director
*		*
Christopher M. Connor	Director	Michael J. Critelli	Director
*		*
Charles E. Golden	Director	Linda A. Hill	Director
*		*
Arthur E. Johnson	Director	Ned C. Lautenbach	Director
*		*
Deborah L. McCoy	Director	Gregory R. Page	Director
*
Gerald B. Smith	Director

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

14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc ("the Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 26, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 26, 2014

15

MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

We have prepared the accompanying consolidated financial statements and related information of Eaton Corporation plc ("Eaton") included herein for the three years ended December 31, 2013. The primary responsibility for the integrity of the financial information included in this annual report rests with management. The financial information included in this annual report has been prepared in accordance with accounting principles generally accepted in the United States based on our best estimates and judgments and giving due consideration to materiality. The opinion of Ernst & Young LLP, Eaton's independent registered public accounting firm, on those financial statements is included herein.

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

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

/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Ken D. Semelsberger
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer
February 26, 2014

16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited Eaton Corporation plc's ("the Company") internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2013 and our report dated February 26, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 26, 2014

17

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Under the supervision and with the participation of Eaton's management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2013. In conducting this evaluation, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (1992 Framework). Based on this evaluation under the framework referred to above, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2013.

The independent registered public accounting firm Ernst & Young LLP has issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2013. This report is included herein.

/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Ken D. Semelsberger
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer
February 26, 2014

18

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF INCOME

	Year ended December 31
(In millions except for per share data)	2013			2012			2011
Net sales	$	22,046		$	16,311		$	16,049
Cost of products sold	15,369			11,448			11,261
Selling and administrative expense	3,886			2,894			2,738
Research and development expense	644			439			417
Interest expense - net	271			208			118
Other (income) expense - net	(8		)	71			(38		)
Income before income taxes	1,884			1,251			1,553
Income tax expense	11			31			201
Net income	1,873			1,220			1,352
Less net income for noncontrolling interests	(12		)	(3		)	(2		)
Net income attributable to Eaton ordinary shareholders	$	1,861		$	1,217		$	1,350
Net income per ordinary share
Diluted	$	3.90		$	3.46		$	3.93
Basic	3.93			3.54			3.98
Weighted-average number of ordinary shares outstanding
Diluted	476.7			350.9			342.8
Basic	473.5			347.8			338.3
Cash dividends declared per ordinary share	$	1.68		$	1.52		$	1.36

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

19

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year ended December 31
(In millions)	2013			2012			2011
Net income	$	1,873		$	1,220		$	1,352
Less net income for noncontrolling interests	(12		)	(3		)	(2		)
Net income attributable to Eaton ordinary shareholders	1,861			1,217			1,350
Other comprehensive income (loss), net of tax
Currency translation and related hedging instruments	(28		)	135			(241		)
Pensions and other postretirement benefits	429			(152		)	(353		)
Cash flow hedges	3			17			(22		)
Other comprehensive income (loss) attributable to Eaton    ordinary shareholders	404			—			(616		)
Total comprehensive income attributable to Eaton ordinary shareholders	$	2,265		$	1,217		$	734

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

20

EATON CORPORATION plc

CONSOLIDATED BALANCE SHEETS

	December 31
(In millions)	2013			2012
Assets
Current assets
Cash	$	915		$	577
Short-term investments	794			527
Accounts receivable - net	3,648			3,474
Inventory	2,382			2,336
Deferred income taxes	577			565
Prepaid expenses and other current assets	415			421
Total current assets	8,731			7,900
Property, plant and equipment
Land and buildings	2,461			2,095
Machinery and equipment	5,504			5,522
Gross property, plant and equipment	7,965			7,617
Accumulated depreciation	(4,132		)	(3,831		)
Net property, plant and equipment	3,833			3,786
Other noncurrent assets
Goodwill	14,495			14,443
Other intangible assets	7,186			7,580
Deferred income taxes	240			353
Other assets	1,006			1,748
Total assets	$	35,491		$	35,810
Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	13		$	757
Current portion of long-term debt	567			314
Accounts payable	1,960			1,879
Accrued compensation	461			462
Other current liabilities	1,913			2,103
Total current liabilities	4,914			5,515
Noncurrent liabilities
Long-term debt	8,969			9,765
Pension liabilities	1,465			2,003
Other postretirement benefits liabilities	668			742
Deferred income taxes	1,313			1,548
Other noncurrent liabilities	1,299			1,059
Total noncurrent liabilities	13,714			15,117
Shareholders’ equity
Ordinary shares (475.1 million outstanding in 2013 and 470.7 million in 2012)	5			5
Capital in excess of par value	11,483			11,271
Retained earnings	6,866			5,805
Accumulated other comprehensive loss	(1,560		)	(1,964		)
Shares held in trust	(3		)	(4		)
Total Eaton shareholders’ equity	16,791			15,113
Noncontrolling interests	72			65
Total equity	16,863			15,178
Total liabilities and equity	$	35,491		$	35,810

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

21

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31
(In millions)	2013			2012			2011
Operating activities
Net income	$	1,873		$	1,220		$	1,352
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization	997			598			556
Deferred income taxes	(311		)	(155		)	(113		)
Pension and other postretirement benefits expense	384			335			295
Contributions to pension plans	(341		)	(413		)	(372		)
Contributions to other postretirement benefits plans	(59		)	(43		)	(223		)
Excess tax benefit from equity-based compensation	(32		)	(21		)	(57		)
Changes in working capital
Accounts receivable - net	(231		)	108			(219		)
Inventory	(92		)	166			(113		)
Accounts payable	86			(220		)	92
Accrued compensation	—			(52		)	(38		)
Accrued income and other taxes	1			(86		)	123
Other current assets	(42		)	117			11
Other current liabilities	(46		)	30			(30		)
Other - net	98			80			(16		)
Net cash provided by operating activities	2,285			1,664			1,248
Investing activities
Capital expenditures for property, plant and equipment	(614		)	(593		)	(568		)
Cash paid for acquisitions of businesses, net of cash acquired	(9		)	(6,936		)	(325		)
(Purchases) sales of short-term investments - net	(288		)	603			103
Proceeds from the sales of businesses	777			3			15
Other - net	(68		)	(49		)	(25		)
Net cash used in investing activities	(202		)	(6,972		)	(800		)
Financing activities
Proceeds from borrowings	9			7,156			381
Payments on borrowings	(1,096		)	(1,324		)	(78		)
Payments of financing costs	—			(117		)	(3		)
Cash dividends paid	(796		)	(512		)	(462		)
Exercise of employee stock options	121			95			71
Issuance (repurchase) of shares	—			159			(343		)
Excess tax benefit from equity-based compensation	32			21			57
Other - net	(6		)	2			(4		)
Net cash (used in) provided by financing activities	(1,736		)	5,480			(381		)
Effect of currency on cash	(9		)	20			(15		)
Total increase in cash	338			192			52
Cash at the beginning of the period	577			385			333
Cash at the end of the period	$	915		$	577		$	385

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

22

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

	Ordinary shares					Capital in excess of par value			Retained earnings			Accumulated other comprehensive loss			Shares held in trust			Total Eaton shareholders' equity			Noncontrolling interests			Total equity
(In millions)	Shares		Dollars
Balance at January 1, 2011	339.9		$	170		$	4,093		$	4,455		$	(1,348	)	$	(8	)	$	7,362		$	41		$	7,403
Net income	—		—			—			1,350			—			—			1,350			2			1,352
Other comprehensive loss, net of tax												(616		)				(616		)	—			(616		)
Cash dividends paid	—		—			—			(462		)	—			—			(462		)	(4		)	(466		)
Issuance of shares under equity-based    compensation plans - net (net of income    tax benefit of $72)	2.8		1			177			(2		)	—			2			178			—			178
Business divestiture	—		—			—			—			—			—			—			(16		)	(16		)
Repurchase of shares	(8.3	)	(4		)	(101		)	(238		)	—			—			(343		)	—			(343		)
Balance at December 31, 2011	334.4		167			4,169			5,103			(1,964		)	(6		)	7,469			23			7,492
Net income	—		—			—			1,217			—			—			1,217			3			1,220
Other comprehensive income (loss),    net of tax												—						—			—			—
Cash dividends paid	—		—			—			(512		)	—			—			(512		)	(3		)	(515		)
Exchange of Eaton Corporation shares    (par value $0.50 per share) for Eaton    shares (par value $0.01 per share)	—		(166		)	166			—			—			—			—			—			—
Issuance of shares under equity-based    compensation plans - net (net of income    tax benefit of $23)	5.0		2			129			(2		)	—			—			129			—			129
Issuance of shares under employee benefit    plans	3.2		—			166			—			—			2			168			—			168
Issuance of shares from acquisition    of business	128.1		2			6,648			(1		)	—			—			6,649			42			6,691
Registration of ordinary shares	—		—			(7		)	—			—			—			(7		)	—			(7		)
Balance at December 31, 2012	470.7		5			11,271			5,805			(1,964		)	(4		)	15,113			65			15,178
Net income	—		—			—			1,861			—			—			1,861			12			1,873
Other comprehensive income, net of tax												404						404			—			404
Cash dividends paid	—		—			—			(796		)	—			—			(796		)	(5		)	(801		)
Issuance of shares under equity-based    compensation plans - net (net of income    tax benefit of $32)	4.4		—			212			(4		)	—			1			209			—			209
Balance at December 31, 2013	475.1		$	5		$	11,483		$	6,866		$	(1,560	)	$	(3	)	$	16,791		$	72		$	16,863

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

23

EATON CORPORATION plc

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information and Basis of Presentation

Eaton Corporation plc (Eaton or the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2013 net sales of $22.0 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; 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 102,000 employees in over 60 countries, and sells products to customers in more than 175 countries.

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

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other controlled entities. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7.

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

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

Revenue Recognition

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

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

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Long-Lived Assets

Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. Cost of buildings are depreciated generally over 40 years and machinery and equipment over 3 to 10 years. At December 31, 2013, the weighted-average amortization period for intangible assets subject to amortization was 17 years for patents and technology, primarily as a result of the long life of aircraft platforms, and 16 years for customer relationships. Software is amortized up to a maximum life of 10 years.

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

Goodwill and Indefinite Life Intangible Assets

Goodwill and indefinite life intangible assets are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments, and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.

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

A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Additionally, goodwill and indefinite life intangible assets are evaluated for impairment whenever events or circumstances indicate there may be a possible permanent loss of value.

Indefinite life intangible assets primarily consist of trademarks. The fair value of these assets are determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows, and profitability. For 2013 and 2012, the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 4.

Derivative Financial Instruments and Hedging Activities

Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency, and interest rates on certain debt. These instruments are marked to fair value in the accompanying Consolidated Balance Sheets. Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge. For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income. See Note 12 for additional information about hedges and derivative financial instruments.

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Warranty Accruals

Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. See Note 7 for additional information about warranty accruals.

Asset Retirement Obligations

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

Income Taxes

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts these accruals based on changing facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. Penalties on unrecognized income tax benefits have been accrued for jurisdictions where penalties are automatically applied to any deficiency, regardless of the merit of the position. For additional information about income taxes, see Note 8.

Equity-Based Compensation

Eaton recognizes equity-based compensation expense based on the grant date fair value of the award over the period during which an employee is required to provide service in exchange for the award. Restricted stock units (RSUs) and restricted stock awards (RSAs) are issued at fair market value at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. Stock options are granted with an exercise price equal to the closing market price of Eaton ordinary shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. See Note 10 for additional information about equity-based compensation.

Note 2. ACQUISITIONS AND SALES OF BUSINESSES

In 2012 and 2011, Eaton acquired businesses and entered into a joint venture in separate transactions for combined purchase prices totaling $13,796 and $325, respectively. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation.

Cooper Industries plc

On November 30, 2012, Eaton Corporation acquired Cooper Industries plc (Cooper) for a purchase price of $13,192. At the completion of the transaction, the holder of each Cooper common share received from Eaton $39.15 in cash and 0.77479 of an Eaton ordinary share. As a result of the transaction, based on the number of outstanding shares of Eaton Corporation and Cooper as of November 30, 2012, former Eaton Corporation and Cooper shareholders held approximately 73% and 27%, respectively, of Eaton's ordinary shares after giving effect to the acquisition.

Cooper is 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. Cooper had annual sales of $5,409 for 2011. For segment reporting purposes, Cooper has been included in Electrical Products and Electrical Systems and Services business segments. See Note 14 for additional information about business segments.

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Eaton's management believes the acquisition of Cooper will provide substantial synergies including, but not limited to, enhanced operational cost efficiencies, incremental revenue opportunities, the acceleration of Eaton’s long-term growth potential through greater exposure to faster growing end markets, increased earnings and cash flow and better access to capital markets as a result of enhanced size and an expanded business line.

Fair Value of Consideration Transferred

The total purchase price for the acquisition of Cooper was $13,192, comprised of Eaton share consideration valued at $6,649 and cash consideration for Cooper shares of $6,474 and to settle certain Cooper equity-based compensation plans of $69, as follows:

Cooper shares outstanding as of November 30, 2012	163.6
Cooper shares issued pursuant to conversion of stock options and share units outstanding under    Cooper equity-based compensation plans	1.8
Total Cooper shares and share equivalents prior to transaction	165.4
Exchange ratio per share	0.77479
Total Eaton shares issued	128.1
Weighted-average Eaton Corporation per share price on November 30, 2012	$	51.91
Total value of Eaton shares issued	$	6,649
Total cash consideration paid at $39.15 per Cooper share and share equivalent	6,474
Total cash consideration paid for equity-based compensation plans	69
Total consideration	$	13,192

Purchase Price Allocation

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. 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 purchase price allocation below represents Cooper's opening balance sheet on November 30, 2012 which was initially reported in Eaton's Form 10-K for the year ended December 31, 2012 and updated by Exhibit 99.1 of Eaton's current report on Form 8-K filed on September 6, 2013. During the measurement period which ended November 30, 2013, opening balance sheet adjustments were made to finalize Eaton's preliminary fair value estimates related primarily to intangible assets, goodwill, certain property values, contingent liabilities and the related deferred tax impact. Eaton's consolidated balance sheet at December 31, 2012 has been adjusted to reflect the final purchase price allocation. The Company did not revise the Consolidated Statement of Income for the year ended December 31, 2012, as any adjustment was considered immaterial.

	November 30, 2012 (as previously reported)			Adjustments			November 30, 2012 (final adjusted)
Working capital accounts (1)	$	2,304		$	(18	)	$	2,286
Prepaid expenses and other current assets	204			69			273
Property, plant and equipment	885			(40		)	845
Investment in Apex Tool Group, LLC	807			(7		)	800
Intangible assets	5,250			119			5,369
Other assets	35			30			65
Debt	(1,221		)	—			(1,221		)
Accounts payable	(519		)	3			(516		)
Other current liabilities	(673		)	(206		)	(879		)
Other noncurrent liabilities	(2,185		)	(177		)	(2,362		)
Total identifiable net assets	4,887			(227		)	4,660
Goodwill	8,305			227			8,532
Total consideration	$	13,192		$	—		$	13,192
(1) Working capital accounts include Cash, Short-term investments, Accounts receivable and Inventory.

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Goodwill has been allocated to the Electrical Products and Electrical Systems and Services segments. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce, which are further described above. Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about goodwill and other intangible assets.

The estimated fair value of Accounts receivable is based on the historical gross contractual amount receivable as of the acquisition date and totals $955.

Contingent liabilities assumed as part of the transaction total $419 and are included in Other current liabilities and Other noncurrent liabilities. These contingent liabilities are related to environmental, legal (including product liability claims) and tax matters. Contingent liabilities are recorded at fair value in purchase accounting, aside from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Legal matters, and certain environmental matters that are legal in nature, are recorded at the respective probable and estimable amount.

Actual and Pro Forma Impact

Eaton's Consolidated Financial Statements for the year ended December 31, 2012 include Cooper's results of operations from the date of acquisition on November 30, 2012 through December 31, 2012. Net sales and operating profit attributable to Cooper during this period and included in Eaton's Consolidated Financial Statements for the year ended December 31, 2012 total $470 and $66, respectively.

The following unaudited pro forma information gives effect to Eaton's acquisition of Cooper as if the acquisition had occurred on January 1, 2012 and Cooper had been included in Eaton's consolidated results of operations for the year ended December 31, 2012.

	2012
Net sales	$	21,792
Net income from continuing operations attributable to Eaton ordinary shareholders	1,695
Diluted earnings per share from continuing operations	$	3.54

The historical consolidated financial information of Eaton and Cooper has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. For pro forma purposes, the equity in income of Apex Tool Group, LLC has been excluded as this joint venture was sold on February 1, 2013.

Acquisitions and Sales of Other Businesses

In 2012 and 2011, Eaton acquired other businesses and entered into a joint venture in separate transactions. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation. These transactions and the related annual sales prior to acquisition are summarized below:

Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.

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Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.
E.A. Pedersen Company	December 29, 2011	Electrical Systems and Services	$37 for 2011
A United States manufacturer of medium voltage switchgear, metal-clad switchgear, power control buildings and relay control panels primarily for the electrical utilities industry.
IE Power, Inc.	August 31, 2011	Electrical Systems and Services	$5 for 2010
A Canadian provider of high power inverters for a variety of mission-critical applications including solar, wind and battery energy storage.
E. Begerow GmbH & Co. KG	August 15, 2011	Hydraulics	$84 for 2010
A German system provider of advanced liquid filtration solutions. This business develops and produces technologically innovative filter media and filtration systems for food and beverage, chemical, pharmaceutical and industrial applications.
ACTOM Low Voltage	June 30, 2011	Electrical Systems and Services	$65 for the year ended May 31, 2011
A South African manufacturer and supplier of motor control components, engineered electrical distribution systems and uninterruptible power supply (UPS) systems.
C.I. ESI de Colombia S.A.	June 2, 2011	Electrical Products	$8 for 2010
A Colombian distributor of industrial electrical equipment and engineering services in the Colombian market, focused on oil and gas, mining, and industrial and commercial construction.
Internormen Technology Group	May 12, 2011	Hydraulics	$55 for 2010
A Germany-based manufacturer of hydraulic filtration and instrumentation with sales and distribution subsidiaries in China, the United States, India and Brazil.
Eaton-SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.	March 8, 2011	Aerospace	Joint venture
A 49%-owned joint venture in China focusing on the design, development, manufacturing and support of fuel and hydraulic conveyance systems for the global civil aviation market.
Tuthill Coupling Group	January 1, 2011	Hydraulics	$35 for the year ended November 30, 2010
A United States based manufacturer of pneumatic and hydraulic quick coupling solutions and leak-free connectors used in industrial, construction, mining, defense, energy and power applications.

Sale of Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions

On January 20, 2014, Eaton announced it entered into an agreement to sell the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran for $270. The sale, which was approved by Eaton's Board of Directors, is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close early in the second quarter of 2014.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). 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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Note 3. ACQUISITION INTEGRATION AND RESTRUCTURING CHARGES

Acquisition Integration Charges and Transaction Costs

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

	2013		2012		2011
Acquisition integration charges
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total business segments	117		33		14
Corporate	37		11		—
Total acquisition integration charges	$	154	$	44	$	14
Transaction costs
Corporate	$	8	$	106	$	—
Financing fees	1		72		—
Total transaction costs	$	9	$	178	$	—
Total acquisition integration charges and transaction costs before    income taxes	$	163	$	222	$	14
Total after income taxes	$	110	$	167	$	10
Per ordinary share - diluted	$	0.23	$	0.48	$	0.03

Business segment integration charges in 2013 were related primarily to the integrations of Cooper and Polimer Kaucuk Sanayi ve Pazarlama (SEL). Business segment integration charges in 2012 were related primarily to the integrations of SEL, Jeil Hydraulics, Cooper, and Internormen Technology Group. Business segment integration charges in 2011 were related primarily to the integrations of CopperLogic, Tuthill Coupling Group, Wright Line Holding, EMC Engineers, and Internormen Technology Group. These charges were included in Cost of products sold or Selling and administrative expense, as appropriate.

Corporate integration charges in 2013 and 2012 were related primarily to the acquisition of Cooper. These charges were included in Selling and administrative expense. In Business Segment Information the charges were included in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal, and other professional fees, and costs associated with change in control agreements, are not included as a component of consideration transferred in an acquisition but are expensed as incurred. Acquisition-related transaction costs in 2013 and 2012 were related to the acquisition of Cooper. These charges were included in Selling and administrative expense, Interest expense - net and Other (income) expense - net. In Business Segment Information the charges were included in Interest expense - net and Other corporate expense - net.

See Note 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 the fourth quarter of 2012 of $50, comprised of severance costs totaling $34 and other non-cash expenses totaling $16. 

During 2013, Eaton undertook restructuring activities related to the acquisition and integration of Cooper in an effort to gain efficiencies in selling, marketing, traditional back-office functions and manufacturing and distribution. These actions resulted in charges totaling $36, comprised primarily of severance costs, and are included in the table above in acquisition integration charges. These restructuring initiatives are expected to continue through 2015.

Restructuring 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 14 for additional information about business segments. As of December 31, 2013 and 2012, the liabilities related to these restructuring actions totaled $32 and $34, respectively.

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Note 4. GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of goodwill follows:

	2013		2012
Electrical Products	$	7,189	$	7,117
Electrical Systems and Services	4,517		4,520
Hydraulics	1,385		1,404
Aerospace	1,048		1,045
Vehicle	356		357
Total goodwill	$	14,495	$	14,443

The increase in goodwill in 2013 was primarily due to currency translation.

A summary of other intangible assets follows:

	2013				2012
	Historical cost		Accumulated amortization		Historical cost		Accumulated amortization
Intangible assets not subject to amortization    (primarily trademarks)	$	1,868			$	1,865
Intangible assets subject to amortization
Customer relationships	$	3,859	$	669	$	3,838	$	428
Patents and technology	1,588		389		1,626		325
Other	1,155		226		1,160		156
Total other intangible assets	$	6,602	$	1,284	$	6,624	$	909

Amortization expense related to intangible assets subject to amortization in 2013, and estimated amortization expense for each of the next five years, follows:

2013	$	432
2014	428
2015	422
2016	410
2017	399
2018	379

Other Intangible Assets Related to the Acquisition of Cooper

The estimated fair values of other intangible assets acquired in the Cooper transaction and included in the table above were determined using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method. The estimated fair value of these identifiable intangible assets, their estimated useful lives and valuation methodology are as follows:

	Fair value		Useful life	Valuation method
Trade names (indefinite-lived)	$	1,410	N/A	Relief-from-royalty
Trade names	638		3-20	Relief-from-royalty
Customer relationships	2,510		13-18	Multi-period excess earnings
Technology	767		4-20	Relief-from-royalty; Multi-period excess earnings
Contract-based	44		9.5	Relief-from-royalty
	$	5,369

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Note 5. DEBT

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

	2013			2012
4.90% notes due 2013	$	—		$	300
5.95% notes due 2014 ($100 converted to floating rate by interest rate swap)	250			250
Floating rate notes due 2014 ($300 converted to fixed rate by interest rate swap)	300			300
5.45% debentures due 2015	300			300
4.65% notes due 2015	100			100
0.95% senior notes due 2015	600			600
2.375% debentures due 2016	240			250
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)	250			250
6.10% debentures due 2017	289			300
1.50% senior notes due 2017 ($450 converted to floating rate by interest rate swap)	1,000			1,000
5.60% notes due 2018 ($415 converted to floating rate by interest rate swap)	450			450
4.215% Japanese Yen notes due 2018	95			116
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)	300			300
3.875% debentures due 2020 ($150 converted to floating rate by interest rate swap)	239			250
3.47% notes due 2021 ($150 converted to floating rate by interest rate swap)	300			300
8.10% debentures due 2022	100			100
2.75% senior notes due 2022 ($1,100 converted to floating rate by interest rate swap)	1,600			1,600
3.68% notes due 2023 ($150 converted to floating rate by interest rate swap)	300			300
6.50% debentures due 2025	145			145
7.65% debentures due 2029 ($50 converted to floating rate by interest rate swap)	200			200
4.00% senior notes due 2032	700			700
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)	136			140
5.80% notes due 2037	240			240
4.15% senior notes due 2042	1,000			1,000
5.25% to 12.5% notes (maturities ranging from 2013 to 2035, including $50 converted to    floating rate by interest rate swap)	249			255
Other	153			333
Total long-term debt	9,536			10,079
Less current portion of long-term debt	(567		)	(314		)
Long-term debt less current portion	$	8,969		$	9,765

At December 31, 2013, short-term debt of $13 was comprised entirely of short-term debt outside the United States. Short-term debt of $757 at December 31, 2012 included an outstanding borrowing of $669 on a $6.75 billion, 364-day bridge facility, as described below, $75 of short-term commercial paper in the United States which had a weighted-average interest rate of 0.50%, $9 of other short-term debt in the United States, and $4 of short-term debt outside the United States. Borrowings outside the United States are generally denominated in local currencies. Operations outside the United States had available short-term lines of credit of $2,069 from various banks worldwide at December 31, 2013.

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. Related deferred financing fees totaled $69, of which $68 were amortized in Interest expense - net as of December 31, 2012. On February 1, 2013, Eaton repaid the outstanding balance on the Facility.

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On November 20, 2012, Eaton issued senior notes (the Senior Notes) totaling $4,900 to finance the cash portion of the acquisition of Cooper. The Senior Notes are comprised of five tranches which mature in 2015, 2017, 2022, 2032 and 2042, with interest payable semi-annually at a respective rate of 0.95%, 1.50%, 2.75%, 4.00% and 4.15%. Eaton received proceeds totaling $4,853 from the issuance, net of financing costs and nominal discounts. The Senior Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The Senior Notes contain an optional redemption provision by which the Company may make an offer to purchase all or any part of the Senior Notes at a purchase price of the greater of (a) 100% of the principal amount of the respective Senior Notes being redeemed, or (b) the sum of the present values of the respective remaining scheduled payments of principal and interest, discounted to the redemption date on a semi-annual basis, plus basis points ranging from 10 to 25 based on the respective Senior Note tranche. The Senior Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Senior Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. At December 31, 2012, capitalized deferred financing fees totaled $40. The capitalized deferred financing fees and nominal discounts are amortized in Interest expense - net over the respective terms of the Senior Notes. The Senior Notes are subject to customary non-financial covenants. On November 14, 2013, the Senior Notes were exchanged for Senior Notes registered under the Securities Act of 1933. See Note 15 for additional information about the Senior Notes.

On June 28, 2012, Eaton received proceeds totaling $600 from the private issuance of $300, 3.47% notes due June 28, 2021 and $300, 3.68% notes due June 28, 2023 (collectively, the Notes). Interest is payable semi-annually. The Notes contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Notes at a purchase price of 100% of the principal amount plus accrued and unpaid interest. The Notes are subject to certain customary covenants and are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries.

On June 14, 2012, Eaton refinanced a $500, three-year revolving credit facility and a $500, five-year revolving credit facility with a $750three-year revolving credit facility that will expire June 14, 2015 and a $750, five-year revolving credit facility that will expire June 14, 2017, respectively. Eaton also maintains a $500, five-year revolving credit facility that expires in 2016. The 2012 refinancings increased long-term revolving credit facilities from $1,500 to $2,000. The revolving credit facilities are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries, including Cooper on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton's revolving credit facilities at December 31, 2013 or 2012.

Eaton is in compliance with each of its debt covenants for all periods presented. Eaton Corporation and Cooper each issued guarantees on November 30, 2012 and January 8, 2013, respectively, on all material outstanding debt of the other.

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

2014	$	567
2015	1,005
2016	250
2017	1,540
2018	582

Interest paid on debt follows:

2013	$	294
2012	237
2011	174

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Note 6. RETIREMENT BENEFITS PLANS

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

Obligations and Funded Status

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Funded status
Fair value of plan assets	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146
Benefit obligations	(3,625		)	(3,817		)	(2,127		)	(2,017		)	(867		)	(950		)
Funded status	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in the Consolidated    Balance Sheets
Non-current assets	$	44		$	—		$	86		$	72		$	—		$	—
Current liabilities	(15		)	(15		)	(30		)	(33		)	(61		)	(62		)
Non-current liabilities	(714		)	(1,195		)	(751		)	(808		)	(668		)	(742		)
Total	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in Accumulated other    comprehensive loss (pretax)
Net actuarial loss	$	1,051		$	1,618		$	515		$	550		$	190		$	269
Prior service cost (credit)	3			1			13			9			(6		)	(7		)
Other	—			2			—			—			—			—
Total	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Change in Benefit Obligations

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	3,817		$	2,899		$	2,017		$	1,505		$	950		$	853
Service cost	128			115			62			50			20			17
Interest cost	147			134			80			77			35			38
Actuarial (gain) loss	(223		)	264			21			196			(54		)	34
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			36			54			(2		)	—
Acquisitions	—			536			—			212			—			74
Other	2			1			1			1			21			28
Balance at December 31	$	3,625		$	3,817		$	2,127		$	2,017		$	867		$	950
Accumulated benefit obligation	$	3,458		$	3,639		$	2,003		$	1,885

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Change in Plan Assets

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	2,607		$	1,664		$	1,248		$	989		$	146		$	156
Actual return on plan assets	383			293			118			86			15			13
Employer contributions	196			311			145			102			59			43
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			15			39			—			—
Acquisitions	—			471			—			128			—			—
Other	—			—			(4		)	(18		)	21			28
Balance at December 31	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146

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

	United States pension liabilities				Non-United States pension liabilities
	2013		2012		2013		2012
Projected benefit obligation	$	3,166	$	3,817	$	1,411	$	1,412
Accumulated benefit obligation	2,999		3,639		1,349		1,307
Fair value of plan assets	2,437		2,607		635		657

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

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	1,621		$	1,602		$	559		$	358		$	262		$	248
Prior service cost arising during the year	2			1			4			—			—			—
Net (gain) loss arising during the year	(381		)	154			(12		)	205			(63		)	27
Currency translation	—			—			6			15			(1		)	—
Less amounts included in expense during the year	(186		)	(138		)	(29		)	(19		)	(14		)	(13		)
Other	(2		)	2			—			—			—			—
Net change for the year	(567		)	19			(31		)	201			(78		)	14
Balance at December 31	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Benefits Expense

	United States pension benefit expense									Non-United States pension benefit expense									Other postretirement benefits expense
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Service cost	$	128		$	115		$	93		$	62		$	50		$	48		$	20		$	17		$	15
Interest cost	147			134			132			80			77			78			35			38			41
Expected return on plan assets	(226		)	(183		)	(164		)	(85		)	(77		)	(70		)	(6		)	(6		)	—
Amortization	133			118			75			27			15			13			14			13			12
	182			184			136			84			65			69			63			62			68
Curtailment loss	—			—			—			1			1			1			—			—			—
Settlement loss	53			20			17			1			3			4			—			—			—
Total expense	$	235		$	204		$	153		$	86		$	69		$	74		$	63		$	62		$	68

35

The estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost in 2014 follow:

	United States pension liabilities		Non-United States pension liabilities		Other postretirement liabilities
Actuarial loss	$	155	$	26	$	9
Prior service cost (credit)	—		1		(2		)
Total	$	155	$	27	$	7

Retirement Benefits Plans Assumptions

Pension Plans

	United States pension plans						Non-United States pension plans
	2013		2012		2011		2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.67	%	3.97	%	4.70	%	4.20	%	4.17	%	5.12	%
Rate of compensation increase	3.16	%	3.16	%	3.15	%	3.12	%	3.09	%	3.62	%
Assumptions used to determine expense
Discount rate	3.97	%	4.70	%	5.50	%	4.17	%	5.12	%	5.40	%
Expected long-term return on plan assets	8.45	%	8.50	%	8.50	%	6.92	%	7.10	%	7.17	%
Rate of compensation increase	3.16	%	3.15	%	3.61	%	3.09	%	3.62	%	3.63	%

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

Other Postretirement Benefits Plans

Substantially all of the obligation for other postretirement benefits plans relates to United States plans. Assumptions used to determine other postretirement benefits obligations and expense follow:

	Other postretirement benefits plans
	2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.48	%	3.79	%	4.60	%
Health care cost trend rate assumed for next year	6.64	%	6.96	%	7.60	%
Ultimate health care cost trend rate	4.77	%	4.53	%	4.50	%
Year ultimate health care cost trend rate is achieved	2023		2022		2020
Assumptions used to determine expense
Discount rate	3.79	%	4.60	%	5.20	%
Initial health care cost trend rate	6.96	%	7.60	%	8.10	%
Ultimate health care cost trend rate	4.53	%	4.50	%	4.50	%
Year ultimate health care cost trend rate is achieved	2022		2020		2020

Assumed health care cost trend rates may have a significant effect on the amounts reported for the health care plans. A 1-percentage point change in the assumed health care cost trend rates would have the following effects:

	1% increase		1% decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement liabilities	21		(19		)

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Employer Contributions to Retirement Benefits Plans

Contributions to pension plans that Eaton expects to make in 2014, and made in 2013, 2012 and 2011, follow:

	2014		2013		2012		2011
United States plans	$	254	$	196	$	311	$	264
Non-United States plans	108		145		102		108
Total contributions	$	362	$	341	$	413	$	372

During 2011, Eaton contributed $154 into a Voluntary Employee Benefit Association (VEBA) trust for the pre-funding of postretirement Medicare Part D prescription drug benefits for the Company's eligible United States employees and retirees.

The following table provides the estimated pension and other postretirement benefit payments for each of the next five years, and the five years thereafter in the aggregate. For other postretirement benefits liabilities, the expected subsidy receipts relate to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, which would reduce the gross payments listed below.

	Estimated United States pension payments		Estimated non-United States pension payments		Estimated other postretirement benefit payments
					Gross		Medicare prescription drug subsidy
2014	$	314	$	91	$	93	$	(6	)
2015	256		92		86		(6		)
2016	273		94		82		(6		)
2017	277		99		78		(5		)
2018	283		101		74		(4		)
2019 - 2023	1,499		545		316		(13		)

Pension Plan Assets

Investment policies and strategies are developed on a country specific basis. The United States plans, representing 67% of worldwide pension assets, and the United Kingdom plans representing 26% of worldwide pension assets, are invested primarily for growth, as the majority of the assets are in plans with active participants and ongoing accruals. In general, the plans have their primary allocation to diversified, global equities, primarily through index funds in the form of common collective trusts. The United States plans' target allocation is 36% United States equities, 32% non-United States equities, 7% real estate (primarily equity of real estate investment trusts) and 25% debt securities and other, including cash equivalents. The United Kingdom plans' target asset allocations are 57% equities and the remainder in debt securities and real estate investments. The equity risk for the plans is managed through broad geographic diversification and diversification across industries and levels of market capitalization. The majority of debt allocations for these plans are longer duration government and corporate debt. The United States pension plans are authorized to use derivatives to achieve more economically desired market exposures and to use futures, swaps and options to gain or hedge exposures.

Other Postretirement Benefits Plan Assets

The VEBA trust which holds U.S. other postretirement benefits plan assets has investment guidelines that include allocations to global equities and fixed income investments. The trust's target investment allocation is 50% diversified global equities and 50% fixed income securities. The fixed income securities are primarily comprised of intermediate term, high quality, dollar denominated, fixed income instruments. The equity allocation is invested in a diversified global equity index fund in the form of a collective trust.

Fair Value Measurements

Financial instruments included in pension and other postretirement benefits plan assets are categorized into a fair value hierarchy of three levels, based on the degree of subjectivity inherent in the valuation methodology as follows:

Level 1 - Quoted prices (unadjusted) for identical assets in active markets.

37

Level 2 - Quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Unobservable prices or inputs.

Pension Plans

A summary of the fair value of pension plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Non-United States equity and global equities	$	1,453	$	—	$	1,453	$	—
United States equity	1,153		—		1,153		—
Fixed income	609		—		609		—
Long duration funds	63		—		63		—
Exchange traded funds	64		—		64		—
Fixed income securities	274		—		274		—
United States treasuries	63		63		—		—
Real estate securities	220		214		—		6
Equity securities	141		141		—		—
Cash equivalents	187		6		181		—
Exchange traded funds	47		47		—		—
Other	98		—		4		94
Total pension plan assets	$	4,372	$	471	$	3,801	$	100

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2012
Common collective trusts
Non-United States equity and global equities	$	1,313	$	—	$	1,313	$	—
United States equity	978		—		978		—
Fixed income	538		—		538		—
Long duration funds	61		—		61		—
Exchange traded funds	43		—		43		—
Fixed income securities	331		—		331		—
United States treasuries	143		143		—		—
Real estate securities	124		119		—		5
Equity securities	104		104		—		—
Cash equivalents	140		7		133		—
Exchange traded funds	40		40		—		—
Other	40		3		1		36
Total pension plan assets	$	3,855	$	416	$	3,398	$	41

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Other Postretirement Benefits Plans

A summary of the fair value of other postretirement benefits plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Global equities	$	70	$	—	$	70	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	1		1		—		—
Total other postretirement benefits plan assets	$	138	$	39	$	99	$	—

2012
Common collective trusts
Global equities	$	75	$	—	$	75	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	4		4		—		—
Total other postretirement benefits plan assets	$	146	$	42	$	104	$	—

Valuation Methodologies

Following is a description of the valuation methodologies used for pension and other postretirement benefits plan assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

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

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

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

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

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

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

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

For additional information regarding fair value measurements, see Note 11.

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Defined Contribution Plans

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

2013	$	121
2012	74
2011	65

Note 7. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, patent infringement, personal injuries (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 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 December 31, 2013, the Company has a total accrual of 76 Brazilian Reais related to this matter ($32 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ($25 based on current exchange rates) with an additional 16 Brazilian Reais recognized through December 31, 2013 ($7 based on current exchange rates) due to subsequent accruals for interest and inflation. In 2010, Eaton filed motions for clarification with the Brazilian court of appeals which were denied on April 6, 2011. Eaton Holding and Eaton Ltda. filed appeals on various issues to the Superior Court of Justice in Brasilia. In April 2013, the Superior Court of Justice ruled in favor of Raysul. Additional motions for clarification have been filed with the Superior Court of Justice in Brasilia and an additional appeal is being considered. 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 Third Circuit 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 Court of Appeals 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 could be re-considered for reliability and admissibility. Injunctive relief also was vacated. On remand to the District Court, plaintiffs submitted an amended damages report in which their expert opined that damages range between $475 and $800. On December 20, 2013, the District Court ruled that the plaintiffs' damages expert could testify at trial and be subjected to cross-examination. The District Court held a status conference on January 14, 2014 at which it stated that a damages trial will be scheduled in 2014. Eaton's damages expert opined that damages are zero. An estimate of any potential loss related to this action cannot be made at this time.

40

Frisby Corporation, now known as Triumph Actuation Systems, LLC, and other claimants (collectively, the Frisby Parties) asserted claims alleging, among other things, unfair competition, defamation, malicious prosecution, deprivation of civil rights, and antitrust in the Hinds County Circuit Court of Mississippi in 2004 and in the Federal District Court of North Carolina in 2011. Eaton had asserted claims against the Frisby Parties regarding improper use of trade secrets and these claims were dismissed by the Hinds County Circuit Court. On September 25, 2013, the Mississippi Supreme Court issued an order that stayed all proceedings in the Hinds County Circuit Court pending further order of the Mississippi Supreme Court. On November 21, 2013, the Mississippi Supreme Court upheld the dismissal of Eaton's claims but did not lift the stay on all proceedings in the Hinds County Circuit Court. Prior to the stay, the Frisby Parties submitted various expert damage designations related to their claims to the Hinds County Circuit Court, claiming damages of at least $376. Eaton disputes liability to the Frisby Parties and Eaton's experts dispute the amount of damages claimed by the experts for the Frisby Parties. An estimate of any potential loss related to this action cannot be made at this time.

Environmental Contingencies

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

Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law, or the state equivalents thereof, at a number of disposal sites. The Company became involved in these sites through the Company's voluntary decision, in connection with business acquisitions, or as a result of government action. At the end of 2013, the Company was involved with a total of 149 sites worldwide, including the Superfund sites mentioned above, with none of these sites being individually significant to the Company.

Remediation activities, generally involving soil and/or groundwater contamination, include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility study, design and action planning, performance (where actions may range from monitoring, to removal of contaminants, to installation of longer-term remediation systems), and operation and maintenance of a remediation system. The extent of expected remediation activities and costs varies by site. A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs when it is probable that a liability has been incurred. Actual results may differ from these estimates. At December 31, 2013 and 2012, the Company had an accrual totaling $149 and $158, respectively, for these costs.

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

Warranty Accruals

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

	2013			2012			2011
Balance at January 1	$	185		$	158		$	153
Provision	107			85			98
Settled	(99		)	(84		)	(94		)
Other	(4		)	26			1
Balance at December 31	$	189		$	185		$	158

At December 31, 2012, amounts included in Other and related to the acquisition of Cooper total $24. For additional information about acquisitions of businesses, see Note 2.

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Lease Commitments

Eaton leases certain real properties and equipment. A summary of minimum rental commitments at December 31, 2013 under noncancelable operating leases, which expire at various dates and in most cases contain renewal options, for each of the next five years and thereafter in the aggregate, follow:

2014	$	185
2015	144
2016	100
2017	72
2018	57
Thereafter	92
Total noncancelable lease commitments	$	650

A summary of rental expense follows:

2013	$	241
2012	199
2011	194

Note 8. INCOME TAXES

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

	Income before income taxes
	2013		2012		2011
Ireland	$	184	$	—	$	—
Foreign	1,700		1,251		1,553
Total income before income taxes	$	1,884	$	1,251	$	1,553

	Income tax expense (benefit)
	2013			2012			2011
Current
Ireland	$	17		$	—		$	—
United States
Federal	89			1			85
State and local	7			5			2
Foreign - other	244			130			186
Total current income tax expense	357			136			273
Deferred
Ireland	—			—			—
United States
Federal	(295		)	39			(2		)
State and local	(23		)	2			8
Foreign - other	(28		)	(146		)	(78		)
Total deferred income tax benefit	(346		)	(105		)	(72		)
Total income tax expense	$	11		$	31		$	201

42

Reconciliations of income taxes from the Ireland national statutory rate of 25% in 2013, and the United States federal statutory rate of 35% in 2012 and 2011, to the consolidated effective income tax rate follow:

	2013		2012		2011
Income taxes at the applicable statutory rate	25.0	%	35.0	%	35.0	%
Ireland tax on trading income	(1.4	)%	—	%	—	%
United States operations
United States income (loss)	(2.8	)%	—	%	—	%
State and local income taxes	(0.5	)%	0.6	%	0.2	%
Deductible dividends	—	%	(0.7	)%	(0.5	)%
Deductible interest	(0.3	)%	(0.8	)%	(0.5	)%
Credit for research activities	(2.0	)%	—	%	(1.0	)%
Impact of U.S. Health Care Reform and Education Reconciliation Act    and pre-funding on taxation associated with Medicare Part D	—	%	—	%	(0.9	)%
Other - net	2.1	%	2.7	%	0.5	%
Other foreign operations
United States foreign tax credit	(1.8	)%	(12.4	)%	(2.3	)%
Other foreign operations (earnings taxed at other than    the applicable statutory tax rate)	(17.6	)%	(14.9	)%	(15.5	)%
Other foreign operations - other items	0.2	%	—	%	—	%
Worldwide operations
Adjustments to tax liabilities	(1.1	)%	(5.7	)%	(0.8	)%
Adjustments to valuation allowances	0.8	%	(1.3	)%	(1.3	)%
Effective income tax expense rate	0.6	%	2.5	%	12.9	%

During 2013, income tax expense of $11 was recognized (an effective tax rate of 0.6%) compared to $31 for 2012 (an effective tax rate of 2.5%) and $201 for 2011 (an effective tax rate of 12.9%). The lower effective tax rate for 2013, compared to 2012, was primarily attributable to the effects associated with the acquisition of Cooper, along with greater levels of income in lower tax jurisdictions, additional foreign tax credit utilization, and double credit for U.S. research and experimentation activities. On January 2, 2013, the President of the United States signed the American Taxpayer Relief Act of 2012 (the Act) into law. The Act extended certain tax benefits retroactively to January 1, 2012. The extension of the credit for research activities permitted the Company to recognize a total benefit of $39 related to the 2012 and 2013 tax years.

No provision has been made for income taxes on undistributed earnings of U.S. and other foreign subsidiaries of approximately $10.5 billion at December 31, 2013, since it is the Company's intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.

The Company's largest growth areas that require capital are in developing markets. The cash that is permanently reinvested is typically used to expand operations either organically or through acquisitions in such developing markets as well as other mature markets where the Company targets increased market share. Beginning in 2013, the Company's public dividends are funded by the Ireland parent primarily from Non-U.S. operations. The Company's United States operations normally generate cash flow sufficient to satisfy United States operating requirements and service its debt.

Worldwide income tax payments follow:

2013	$	272
2012	254
2011	191

43

Deferred Income Tax Assets and Liabilities

Components of current and long-term deferred income taxes follow:

	2013						2012
	Current assets and liabilities			Long-term assets and liabilities			Current assets and liabilities			Long-term assets and liabilities
Accruals and other adjustments
Employee benefits	$	116		$	657		$	92		$	857
Depreciation and amortization	(2		)	(2,294		)	(3		)	(2,793		)
Other accruals and adjustments	497			368			495			297
Other items	—			—			—			145
United States federal income tax loss carryforwards	—			—			—			6
United States federal income tax credit carryforwards	—			161			—			156
United States state and local tax loss carryforwards and    tax credit carryforwards	—			73			—			71
Other foreign tax loss carryforwards	—			1,708			—			1,591
Other foreign income tax credit carryforwards	—			63			—			67
Valuation allowance for income tax loss and income tax    credit carryforwards	—			(1,738		)	(61		)	(1,521		)
Other valuation allowances	(34		)	(71		)	(7		)	(71		)
Total deferred income taxes	$	577		$	(1,073	)	$	516		$	(1,195	)

At December 31, 2012, deferred tax liabilities of $49 were included within Other current liabilities.

At the end of 2013, United States federal income tax loss carryforwards and income tax credit carryforwards were available to reduce future United States federal income tax liabilities. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States federal income tax loss carryforwards	$	1	$	—	$	—	$	—	$	—	$	—
United States federal income tax credit carryforwards	3		70		—		69		19		(51		)

United States state and local tax loss carryforwards and tax credit carryforwards with a future tax benefit are also available at the end of 2013. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States state and local assets for income tax    loss carryforwards - net of federal tax effect	$	4	$	15	$	13	$	5	$	—	$	(15	)
United States state and local income tax credit    carryforwards - net of federal tax effect	11		9		7		3		6		(16		)

At December 31, 2013, certain other foreign subsidiaries had tax loss carryforwards and income tax credit carryforwards that are available to offset future taxable income. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
Other foreign income tax loss carryforwards	$	136	$	130	$	48	$	18	$	7,654	$	—
Other foreign deferred income tax assets for income    tax loss carryforwards	35		32		14		5		1,622		(1,646		)
Other foreign income tax credit carryforwards	39		13		2		—		9		(10		)

44

Recoverability of Deferred Income Tax Assets

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

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

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

Unrecognized Income Tax Benefits

A summary of gross unrecognized income tax benefits follows:

	2013			2012			2011
Balance at January 1	$	444		$	236		$	224
Increases and decreases as a result of positions taken during prior years
Transfers from valuation allowances	13			—			—
Other increases	7			1			3
Other decreases, including currency translation	(7		)	—			(14		)
Balances related to acquired businesses	2			177			2
Increases as a result of positions taken during the current year	35			36			31
Decreases relating to settlements with tax authorities	(6		)	—			(2		)
Decreases as a result of a lapse of the applicable statute of limitations	(9		)	(6		)	(8		)
Balance at December 31	$	479		$	444		$	236

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

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $371.

As of December 31, 2013 and 2012, Eaton had accrued approximately $114 and $99, respectively, for the payment of worldwide interest and penalties. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. The Company has accrued penalties in jurisdictions where they are automatically applied to any deficiency, regardless of the merit of the position.

The resolution of the majority of Eaton's unrecognized income tax benefits is dependent upon uncontrollable factors such as law changes; the prospect of retroactive regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. Therefore, for the majority of unrecognized income tax benefits, it is not reasonably possible to estimate the increase or decrease in the next 12 months. For each of the unrecognized income tax benefits where it is possible to estimate the increase or decrease in the balance within the next 12 months, the Company estimates tax settlements in the range of $35 to $43.

45

Eaton or its subsidiaries file income tax returns in Ireland and many countries around the world. The IRS has completed its examination of Eaton Corporation and Includible Subsidiaries United States income tax returns for 2005 and 2006 and has issued a Statutory Notice of Deficiency (Notice) as discussed below. The statute of limitations on these tax years remains open to the extent of the tax assessment until the matter is resolved. The IRS is currently examining the Eaton Corporation and Includible Subsidiaries United States income tax returns for 2007 through 2010. Tax years 2011 through 2013 are still subject to examination by the IRS.

With respect to the pre-acquisition years of Cooper Industries and Includible Subsidiaries, the IRS examination of the United States income tax return for 2010 was completed and settled during 2012 without significant effect on the consolidated financial statements. The statute of limitations remains open for tax year 2010 until September 15, 2014. During 2012, the IRS began its formal examination of the Cooper Industries and Includible Subsidiaries United States income tax return for 2011. The audit was completed and settled during 2013 without significant effect on the consolidated financial statements. The United States statute of limitations remains open for tax year 2011 until September 15, 2015. The final United States income tax return of Cooper Industries and Includible Subsidiaries for the period ended December 21, 2012 is currently under IRS examination. The United States statute of limitations on the final return will be open until September 15, 2016. On December 22, 2012, Cooper Industries and Includible Subsidiaries joined Eaton Corporation and Includible Subsidiaries consolidated United States income tax return for 2012.

Eaton is also under examination for the income tax filings in various states of the United States and in many other foreign jurisdictions. With only a few exceptions, Eaton Corporation and Includible Subsidiaries are no longer subject to income tax examinations from states and localities within the United States for years before 2009. Income tax returns of states and localities within the United States will be reopened to the extent of United States federal income tax adjustments, if any, going back to 2005 when those audit years are finalized. Some states and localities may not limit their assessment to the United States federal adjustments, and may require the opening of the entire tax year. In addition, with only a few exceptions, Cooper Industries and Includible Subsidiaries are no longer subject to United States state and local income tax examinations for years before 2009. With only a few exceptions, the other foreign subsidiaries of both Eaton and Cooper are no longer subject to examinations for years before 2008.

At the end of the fourth quarter of 2011, the IRS issued a Notice for Eaton Corporation and Includible Subsidiaries 2005 and 2006 tax years. The 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 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 retrospectively canceling the APAs, even though their respective APA terms had already expired.

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 APAs is also without merit, and represents a breach of the two agreements. 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 proof to substantiate cancellation of the APAs. On June 26, 2013, the U.S. Tax Court ruled that the IRS has the discretion to unilaterally cancel an APA and that the taxpayer bears the burden of proving that the IRS abused that discretion. While the Company disagrees with the Tax Court's ruling, the Company remains confident that it will be able to demonstrate that it was in full compliance with the APAs and that the IRS abused its discretion in canceling the APAs after their terms expired. In addition, the Company continues to believe the transfer pricing methodology contained in the APAs is correct and that the ultimate resolution of this matter will not have a material impact on the consolidated financial statements.

46

During 2013, the U.S. Tax Court approved the Company’s motion to depose the outside expert hired by the IRS, whose report was the sole basis underlying the Notice. As a result of statements made by the expert during the deposition, the Company determined that the IRS expert either failed to consider or improperly applied the principles of Internal Revenue Code Section 482, including four Treasury Regulations that impacted the expert’s analysis. As a result, the Company filed a motion for partial summary judgment asking the U.S. Tax Court to invalidate the Notice. This motion is currently pending before the U.S. Tax Court. In addition, the IRS filed a separate motion asking the U.S. Tax Court to divide the overall matter into two separate trials, one involving the APA issue and the other involving the transfer pricing issue. The Company is opposed to separating the trials. This motion is also pending before the U.S. Tax Court.

During 2010, Eaton Corporation received a significant tax assessment in Brazil for the tax years 2005 through 2008 that relates to the amortization of certain goodwill generated from the acquisition of third-party businesses and corporate reorganizations. In this jurisdiction, the Company had previously filed and received a favorable tax ruling on the key aspects of the transaction not specifically covered by the plain meaning of the local tax statutes. The ruling request fully disclosed all steps of the transaction. The tax assessment is under review at the second of three administrative appeals levels. The first administrative appeal level made a 50% reduction in assessed penalties. The Company disagrees with the assessment and intends to litigate the matter if it is not resolved at the administrative appeals levels. Multiple outside advisors have stated that Brazilian tax authorities are raising the issue for most clients with similar facts and that the matter is expected to require at least 10 years to resolve. During 2013, the Brazilian tax authorities began an audit of tax years 2009 through 2012. At this time, management believes that final resolution of the assessment will not have a material impact on the consolidated financial statements.

Note 9. EATON SHAREHOLDERS' EQUITY

There are 750 million Eaton ordinary shares authorized ($0.01 par value per share), 475.1 million and 470.7 million of which were issued and outstanding at December 31, 2013 and 2012, respectively. Eaton's Memorandum and Articles of Association authorized 40 thousand deferred ordinary shares (€1.00 par value per share) and 10 thousand preferred A shares ($1.00 par value per share), all of which were issued and outstanding at December 31, 2013 and 2012, and 10 million serial preferred shares ($0.01 par value per share), none of which were outstanding at December 31, 2013 and 2012. At December 31, 2013, there were 19,538 holders of record of Eaton ordinary shares. Additionally, 28,128 current and former employees were shareholders through participation in the Eaton Savings Plan, Eaton Personal Investment Plan, Eaton Puerto Rico Retirement Savings Plan, and the Cooper Retirement Savings and Stock Ownership Plan.

Eaton Corporation had a common share repurchase program (2007 Program) that authorized the repurchase of 10 million common shares. In 2011, 8.3 million Eaton Corporation common shares were repurchased under the 2007 Program in the open market at a total cost of $343. On September 28, 2011, Eaton Corporation's Board of Directors replaced the 2007 Program with a common share repurchase program (2011 Program) which authorized the purchase of up to 20 million common shares, not to exceed an aggregate purchase price of $1.25 billion. No common shares were purchased under the 2011 Program. On April 24, 2013, the Company's shareholders authorized the Board of Directors to adopt an ordinary share repurchase program (2013 Program) for up to 40 million ordinary shares at prices between 70% and 120% of the closing price of Eaton's ordinary shares on the day of purchase. On October 22, 2013, Eaton's Board of Directors adopted the 2013 Program. The ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. In 2013, no ordinary shares were repurchased under the 2013 Program. In 2012, no common shares were repurchased under the 2011 Program.

Eaton has deferral plans that permit certain employees and directors to defer a portion of their compensation. A trust contains $24 and $12 of ordinary shares and marketable securities, as valued at December 31, 2013 and 2012, respectively, to fund a portion of these liabilities. The marketable securities were included in Other assets and the ordinary shares were included in Shareholders' equity at historical cost.

On February 26, 2014, Eaton's Board of Directors declared a quarterly dividend of $0.49 per ordinary share, payable on March 21, 2014, to shareholders of record at the close of business on March 10, 2014.

47

Comprehensive Income (Loss)

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

	2013						2012						2011
	Pre-tax			After-tax			Pre-tax			After-tax			Pre-tax			After-tax
Currency translation and related hedging instruments	$	(30	)	$	(28	)	$	144		$	135		$	(252	)	$	(241	)
Pensions and other postretirement benefits
Prior service cost arising during the year	(6		)	(4		)	(1		)	(1		)	(5		)	(4		)
Net gain (loss) arising during the year	456			277			(386		)	(262		)	(648		)	(417		)
Currency translation	(5		)	(4		)	(15		)	(12		)	5			4
Other	2			16			(2		)	15			—			(15		)
Amortization of actuarial loss and prior service cost    reclassified to earnings	229			144			170			108			122			79
	676			429			(234		)	(152		)	(526		)	(353		)
Cash flow hedges
Gain (loss) on derivatives designated as cash flow hedges	6			3			10			10			(28		)	(21		)
Changes in cash flow hedges reclassified to earnings	—			—			7			7			—			(1		)
Cash flow hedges, net of reclassification adjustments	6			3			17			17			(28		)	(22		)
Other comprehensive income (loss) attributable to Eaton    ordinary shareholders	$	652		$	404		$	(73	)	$	—		$	(806	)	$	(616	)

The changes in Accumulated other comprehensive (loss) income follow:

	Currency translation and related hedging instruments			Pensions and other postretirement benefits			Cash flow hedges		Total
Balance at December 31, 2012	$	(367	)	$	(1,599	)	$	2	$	(1,964	)
Other comprehensive (loss) income     before reclassifications	(28		)	285			3		260
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			144			—		144
Net current-period other comprehensive    (loss) income	(28		)	429			3		404
Balance at December 31, 2013	$	(395	)	$	(1,170	)	$	5	$	(1,560	)

48

The reclassifications out of Accumulated other comprehensive (loss) income follow:

	December 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(229	)	1
	(229		)
Tax benefit	85
Total, net of tax	(144		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	(1		)	Interest expense - net
Currency exchange contracts	2			Cost of products sold
Commodity contracts	(1		)	Cost of products sold
	—
Tax expense	—
Total, net of tax	—
Total reclassifications for the period	$	(144	)

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 ordinary shareholders follows:

(Shares in millions)	2013		2012		2011
Net income attributable to Eaton ordinary shareholders	$	1,861	$	1,217	$	1,350
Weighted-average number of ordinary shares outstanding - diluted	476.7		350.9		342.8
Less dilutive effect of equity-based compensation	3.2		3.1		4.5
Weighted-average number of ordinary shares outstanding - basic	473.5		347.8		338.3
Net income per ordinary share
Diluted	$	3.90	$	3.46	$	3.93
Basic	3.93		3.54		3.98

In 2013, 2012, and 2011, 0.2 million, 2.2 million, and 1.5 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.

49

Note 10. EQUITY-BASED COMPENSATION

Restricted Stock Units and Awards

Restricted stock units (RSUs) and restricted stock awards (RSAs) have been issued to certain employees and directors at fair market value at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. A summary of the RSU and RSA activity for 2013 follows:

(Restricted stock units and awards in millions)	Number of restricted stock units and awards		Weighted-average fair value per unit and award
Non-vested at January 1	3.4		$	42.47
Granted	1.5		57.75
Vested	(1.3	)	37.71
Forfeited	(0.2	)	50.70
Non-vested at December 31	3.4		$	51.37

Information related to RSUs and RSAs follows:

	2013		2012		2011
Pretax expense for RSUs and RSAs	$	69	$	46	$	50
After-tax expense for RSUs and RSAs	45		30		32

As of December 31, 2013, total compensation expense not yet recognized related to non-vested RSUs and RSAs was $111, and the weighted-average period in which the expense is expected to be recognized is 2.2 years. Excess tax benefit for equity-based compensation totaled $10 for 2013.

Stock Options

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

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

	2013			2012			2011
Expected volatility	36		%	35		%	33		%
Expected option life in years	5.5			5.5			5.5
Expected dividend yield	2.0		%	2.0		%	2.0		%
Risk-free interest rate	1.5 to 0.8%			1.0 to 0.9%			2.2% to 1.4%
Weighted-average fair value of stock options granted	$	17.49		$	14.08		$	14.56

50

A summary of stock option activity follows:

(Options in millions)	Weighted-average price per option		Options		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding at January 1, 2013	$	39.45	10.8
Granted	63.15		0.8
Exercised	35.76		(3.6	)
Forfeited and canceled	50.76		(0.1	)
Outstanding at December 31, 2013	$	43.43	7.9		4.4	$	259
Exercisable at December 31, 2013	$	40.05	6.4		3.4	$	232
Reserved for future grants at December 31, 2013			17.7

The aggregate intrinsic value in the table above represents the total excess of the $76.12 closing price of Eaton ordinary shares on the last trading day of 2013 over the exercise price of the stock option, multiplied by the related number of options outstanding and exercisable. The aggregate intrinsic value is not recognized for financial accounting purposes and the value changes based on the daily changes in the fair market value of the Company's ordinary shares.

Information related to stock options follows:

	2013		2012		2011
Pretax expense for stock options	$	11	$	7	$	5
After-tax expense for stock options	7		5		4
Proceeds from stock options exercised	121		95		71
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated    Statements of Cash Flows	3		5		13
Excess tax benefit classified in financing activities in the    Consolidated Statements of Cash Flows	22		13		33
Intrinsic value of stock options exercised	102		60		62
Total fair value of stock options vesting	$	11	$	7	$	5
Stock options exercised, in millions of options	3.565		3.099		2.541

As of December 31, 2013, total compensation expense not yet recognized related to non-vested stock options was $14, and the weighted-average period in which the expense is expected to be recognized is 2 years.

Note 11. 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.

51

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)
2013
Cash	$	915		$	915	$	—		$	—
Short-term investments	794			794		—			—
Net derivative contracts	(35		)	—		(35		)	—
Long-term debt converted to floating interest rates by    interest rate swaps - net	(39		)	—		(39		)	—
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 $9,536 and fair value of $9,665 at December 31, 2013 compared to $10,079 and $10,796, 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 and is considered a Level 2 fair value measurement.

Short-Term Investments

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

	2013		2012
Time deposits, certificate of deposits and demand deposits with banks	$	279	$	293
Money market investments	512		228
Other	3		6
Total short-term investments	$	794	$	527

Note 12. 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.

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

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

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

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

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

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

Eaton uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). Foreign currency denominated debt designated as non-derivative net investment hedging instruments was $95 and $116 at December 31, 2013 and 2012, respectively. See Note 5 for additional information about debt.

Interest Rate Risk

Eaton has entered into fixed-to-floating interest rate swaps and floating-to-fixed interest rate swaps to manage interest rate risk of certain long-term debt. These interest rate swaps are accounted for as fair value hedges and cash flow hedges, respectively, of certain long-term debt. The maturity of the swap corresponds with the maturity of the debt instrument as noted in the table of long-term debt in Note 5.

A summary of interest rate swaps outstanding at December 31, 2013, follows:

Fixed-to-Floating Interest Rate Swaps

Notional amount		Fixed interest rate received	Floating interest rate paid	Basis for contracted floating interest rate paid
$	100	5.95%	2.98%	6 month LIBOR + 2.60%
150		5.30%	4.43%	1 month LIBOR + 4.26%
450		1.50%	0.62%	1 month LIBOR + 0.45%
415		5.60%	3.54%	6 month LIBOR + 3.18%
300		6.95%	5.32%	3 month LIBOR + 5.07%
25		8.875%	4.26%	6 month LIBOR + 3.84%
150		3.875%	2.29%	1 month LIBOR + 2.12%
150		3.47%	2.01%	1 month LIBOR + 1.84%
1,100		2.75%	0.71%	1 month LIBOR + 0.54%
150		3.68%	1.22%	1 month LIBOR + 1.06%
25		7.625%	2.84%	6 month LIBOR + 2.48%
50		7.65%	2.92%	6 month LIBOR + 2.57%
25		5.45%	0.64%	6 month LIBOR + 0.28%

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Floating-to-Fixed Interest Rate Swaps

Notional amount		Floating interest rate received	Fixed interest rate paid	Basis for contracted floating interest rate received
$	300	0.24%	0.76%	3 month LIBOR

Derivative Financial Statement Impacts

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
December 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,090	$	1	$	36	$	—	$	76	Fair value	3 months to 20 years
Floating-to-fixed interest rate swaps	300		—		—		1		—		Cash flow	6 months
Currency exchange contracts	393		12		—		3		—		Cash flow	12 to 36 months
Commodity contracts	1		—		—		—		—		Cash flow	12 months
Total			$	13	$	36	$	4	$	76
Derivatives not designated as hedges
Currency exchange contracts	$	4,277	$	22			$	26				12 months
Total			$	22			$	26
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.

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Amounts recognized in Accumulated other comprehensive loss follow:

	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive loss		Gain (loss) reclassified from Accumulated other comprehensive loss			Gain (loss) recognized in Accumulated other comprehensive loss			Gain (loss) reclassified from Accumulated other comprehensive loss
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—	$	(1	)	$	(3	)	$	(1	)
Currency exchange contracts	6		2			12			1
Commodity contracts	—		(1		)	1			(7		)
Total	$	6	$	—		$	10		$	(7	)

Gains and losses reclassified from Accumulated other comprehensive loss to the Consolidated Statements of Income were recognized in Cost of products sold and Interest expense - net.

Amounts recognized in net income follow:

	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(126	)	$	21
Related long-term debt converted to floating interest    rates by interest rate swaps	126			(21		)
	$	—		$	—

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

Note 13. ACCOUNTS RECEIVABLE AND INVENTORY

Accounts Receivable

Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its accounts receivable based on the length of time the receivable is past due and any anticipated future write-off based on historic experience. Accounts receivable balances are written off against an allowance for doubtful accounts after a final determination of uncollectability has been made. Accounts receivable are net of an allowance for doubtful accounts of $79 and $85 at December 31, 2013 and 2012, respectively.

Inventory

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

The components of inventory follow:

	2013			2012
Raw materials	$	955		$	915
Work-in-process	428			423
Finished goods	1,115			1,131
Inventory at FIFO	2,498			2,469
Excess of FIFO over LIFO cost	(116		)	(133		)
Total inventory	$	2,382		$	2,336

Inventory at FIFO accounted for using the LIFO method was 45% and 43% at the end of 2013 and 2012, respectively.

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Note 14. BUSINESS SEGMENT AND GEOGRAPHIC REGION INFORMATION

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

Electrical Products and Electrical Systems and Services

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

Hydraulics

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

Aerospace

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

Vehicle

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

Other Information

No single customer represented greater than 10% of net sales in 2013, 2012 or 2011, respectively.

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

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For purposes of business segment performance measurement, the Company does not allocate items that are of a non-operating nature or are of a corporate or functional governance nature. Corporate expenses consist of transaction costs associated with the acquisition of certain businesses and corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets. See Note 2 for additional information about business acquisitions.

Business Segment Information

	2013			2012			2011
Net sales
Electrical Products	$	7,026		$	3,846		$	3,619
Electrical Systems and Services	6,430			3,872			3,557
Hydraulics	2,981			2,960			2,835
Aerospace	1,774			1,719			1,648
Vehicle	3,835			3,914			4,390
Total net sales	$	22,046		$	16,311		$	16,049
Segment operating profit
Electrical Products	$	1,090		$	640		$	531
Electrical Systems and Services	889			424			352
Hydraulics	355			369			438
Aerospace	252			213			244
Vehicle	592			570			695
Total segment operating profit	3,178			2,216			2,260
Corporate
Amortization of intangible assets	(437		)	(195		)	(190		)
Interest expense - net	(271		)	(208		)	(118		)
Pension and other postretirement benefits expense	(183		)	(162		)	(142		)
Inventory step-up adjustment	(34		)	(42		)	(5		)
Other corporate expense - net	(369		)	(358		)	(252		)
Income before income taxes	1,884			1,251			1,553
Income tax expense	11			31			201
Net income	1,873			1,220			1,352
Less net income for noncontrolling interests	(12		)	(3		)	(2		)
Net income attributable to Eaton ordinary shareholders	$	1,861		$	1,217		$	1,350

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

	2013		2012		2011
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total	$	117	$	33	$	14

Corporate acquisition integration charges totaled $37 and $11 in 2013 and 2012, respectively. Corporate acquisition integration charges related primarily to the acquisition of Cooper and are included above in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal and other professional fees, and costs associated with change in control agreements, are included above in Interest expense - net and Other corporate expense - net. These charges totaled $9 and $178 in 2013 and 2012, respectively. There were no significant Corporate acquisition-related transition costs in 2011. See Note 3 for additional information about acquisition integration charges and transaction costs.

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	2013		2012		2011
Identifiable assets
Electrical Products	$	3,204	$	3,338	$	1,653
Electrical Systems and Services	2,683		2,408		1,242
Hydraulics	1,362		1,426		1,265
Aerospace	852		806		754
Vehicle	1,716		1,698		1,783
Total identifiable assets	9,817		9,676		6,697
Goodwill	14,495		14,443		5,537
Other intangible assets	7,186		7,580		2,192
Corporate	3,993		4,111		3,447
Total assets	$	35,491	$	35,810	$	17,873
Capital expenditures for property, plant and equipment
Electrical Products	$	152	$	108	$	76
Electrical Systems and Services	113		47		41
Hydraulics	80		60		70
Aerospace	29		27		21
Vehicle	161		148		172
Total	535		390		380
Corporate	79		203		188
Total expenditures for property, plant and equipment	$	614	$	593	$	568
Depreciation of property, plant and equipment
Electrical Products	$	151	$	78	$	74
Electrical Systems and Services	86		42		37
Hydraulics	65		61		54
Aerospace	27		26		26
Vehicle	133		136		147
Total	462		343		338
Corporate	54		38		29
Total depreciation of property, plant and equipment	$	516	$	381	$	367

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Geographic Region Information

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

	2013		2012		2011
Net sales
United States	$	11,092	$	7,789	$	7,165
Canada	1,154		918		815
Latin America	2,113		1,588		1,952
Europe	5,112		3,997		4,092
Asia Pacific	2,575		2,019		2,025
Total	$	22,046	$	16,311	$	16,049
Long-lived assets
United States	$	1,966	$	1,914	$	1,227
Canada	28		33		27
Latin America	331		346		247
Europe	856		845		649
Asia Pacific	652		648		452
Total	$	3,833	$	3,786	$	2,602

Note 15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

On November 20, 2012, Eaton Corporation issued senior notes (the "Senior Notes") totaling $4,900 to finance part of the cash portion of the acquisition of Cooper. See Note 5 for additional information related to these Senior Notes. Eaton and certain other of Eaton's principal 100% owned subsidiaries (the "Guarantors") fully and unconditionally guaranteed (subject, in the case of the Guarantors, other than Eaton, to customary release provisions as described below), on a joint and several basis, the Senior Notes. The following condensed consolidating financial statements are included so that separate financial statements of Eaton, Eaton Corporation and each of the Guarantors are not required to be filed with the Securities and Exchange Commission. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting.

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

Eaton was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 in connection with the acquisition of Cooper. Therefore, for presentation purposes of entities under common control, Eaton is presented as the parent company in the 2012 condensed consolidating financial statements. For periods prior to 2012, Eaton Corporation is presented as the parent company.

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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,695		$	6,421		$	13,579		$	(4,649	)	$	22,046
Cost of products sold	—			5,227			4,784			10,010			(4,652		)	15,369
Selling and administrative expense	32			1,400			749			1,705			—			3,886
Research and development expense	—			255			200			189			—			644
Interest expense (income) - net	—			271			28			(22		)	(6		)	271
Other expense (income) - net	—			8			4			(20		)	—			(8		)
Equity in (earnings) loss of    subsidiaries, net of tax	(2,147		)	(1,156		)	(1,214		)	(813		)	5,330			—
Intercompany expense    (income) - net	254			(155		)	(479		)	380			—			—
Income before income taxes	1,861			845			2,349			2,150			(5,321		)	1,884
Income tax (benefit) expense	—			(108		)	(90		)	207			2			11
Net income	1,861			953			2,439			1,943			(5,323		)	1,873
Less net income for    noncontrolling interests	—			—			—			(9		)	(3		)	(12		)
Net income attributable to    Eaton ordinary shareholders	$	1,861		$	953		$	2,439		$	1,934		$	(5,326	)	$	1,861
Other comprehensive income	$	404		$	300		$	481		$	363		$	(1,144	)	$	404
Total comprehensive income    attributable to Eaton ordinary    shareholders	$	2,265		$	1,253		$	2,920		$	2,297		$	(6,470	)	$	2,265

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,680		$	2,849		$	10,346		$	(3,564	)	$	16,311
Cost of products sold	—			5,115			2,193			7,708			(3,568		)	11,448
Selling and administrative expense	—			1,307			335			1,252			—			2,894
Research and development expense	—			230			108			101			—			439
Interest expense (income) - net	—			229			8			(29		)	—			208
Other expense - net	—			10			48			13			—			71
Equity in (earnings) loss of    subsidiaries, net of tax	(1,219		)	(732		)	(1,337		)	(611		)	3,899			—
Intercompany expense (income) - net	2			(237		)	42			193			—			—
Income before income taxes	1,217			758			1,452			1,719			(3,895		)	1,251
Income tax expense	—			24			—			6			1			31
Net income	1,217			734			1,452			1,713			(3,896		)	1,220
Less net income for    noncontrolling interests	—			—			—			(3		)	—			(3		)
Net income attributable to    Eaton ordinary shareholders	$	1,217		$	734		$	1,452		$	1,710		$	(3,896	)	$	1,217
Other comprehensive income (loss)	$	—		$	290		$	(1,976	)	$	(1,621	)	$	3,307		$	—
Total comprehensive income    (loss) attributable to    Eaton ordinary shareholders	$	1,217		$	1,024		$	(524	)	$	89		$	(589	)	$	1,217

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CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	6,294		$	2,642		$	10,520		$	(3,407	)	$	16,049
Cost of products sold	4,865			1,975			7,822			(3,401		)	11,261
Selling and administrative expense	1,201			295			1,242			—			2,738
Research and development expense	207			112			98			—			417
Interest expense (income) - net	144			8			(34		)	—			118
Other income - net	(18		)	(2		)	(18		)	—			(38		)
Equity in (earnings) loss of subsidiaries, net of tax	(1,271		)	(61		)	—			1,332			—
Intercompany (income) expense - net	(224		)	(13		)	237			—			—
Income before income taxes	1,390			328			1,173			(1,338		)	1,553
Income tax expense	40			89			74			(2		)	201
Net income	1,350			239			1,099			(1,336		)	1,352
Less net income for noncontrolling interests	—			—			(1		)	(1		)	(2		)
Net income attributable to    Eaton ordinary shareholders	$	1,350		$	239		$	1,098		$	(1,337	)	$	1,350
Other comprehensive loss	$	(616	)	$	(64	)	$	(302	)	$	366		$	(616	)
Total comprehensive income attributable    to Eaton ordinary shareholders	$	734		$	175		$	796		$	(971	)	$	734

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CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2013
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	3	$	51	$	10	$	851	$	—		$	915
Short-term investments	—		—		134		660		—			794
Accounts receivable - net	—		473		922		2,253		—			3,648
Intercompany accounts receivable	5		471		3,368		4,470		(8,314		)	—
Inventory	—		344		609		1,466		(37		)	2,382
Prepaid expenses and other    current assets	—		458		175		350		9			992
Total current assets	8		1,797		5,218		10,050		(8,342		)	8,731
Property, plant and equipment - net	—		982		761		2,090		—			3,833
Other noncurrent assets
Goodwill	—		1,382		6,350		6,763		—			14,495
Other intangible assets	—		211		3,996		2,979		—			7,186
Deferred income taxes	—		839		3		145		(747		)	240
Investment in subsidiaries	24,940		8,853		40,776		8,473		(83,042		)	—
Intercompany loans receivable	—		8,019		2,518		18,776		(29,313		)	—
Other assets	—		450		186		370		—			1,006
Total assets	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	—	$	—	$	13	$	—		$	13
Current portion of long-term debt	—		552		—		15		—			567
Accounts payable	—		440		380		1,140		—			1,960
Intercompany accounts payable	4		3,751		3,288		1,271		(8,314		)	—
Accrued compensation	—		140		37		284		—			461
Other current liabilities	5		547		400		965		(4		)	1,913
Total current liabilities	9		5,430		4,105		3,688		(8,318		)	4,914
Noncurrent liabilities
Long-term debt	—		7,693		1,266		16		(6		)	8,969
Pension liabilities	—		546		131		788		—			1,465
Other postretirement benefits    liabilities	—		402		171		95		—			668
Deferred income taxes	—		—		1,303		757		(747		)	1,313
Intercompany loans payable	8,148		2,113		18,207		845		(29,313		)	—
Other noncurrent liabilities	—		652		162		485		—			1,299
Total noncurrent liabilities	8,148		11,406		21,240		2,986		(30,066		)	13,714
Shareholders’ equity
Eaton shareholders' equity	16,791		5,697		34,463		42,906		(83,066		)	16,791
Noncontrolling interests	—		—		—		66		6			72
Total equity	16,791		5,697		34,463		42,972		(83,060		)	16,863
Total liabilities and equity	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491

62

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2012
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	7	$	54	$	14	$	502	$	—		$	577
Short-term investments	—		25		38		464		—			527
Accounts receivable - net	—		654		393		2,427		—			3,474
Intercompany accounts receivable	38		335		4,683		3,887		(8,943		)	—
Inventory	—		341		602		1,432		(39		)	2,336
Prepaid expenses and other    current assets	—		391		245		341		9			986
Total current assets	45		1,800		5,975		9,053		(8,973		)	7,900
Property, plant and equipment - net	—		934		777		2,075		—			3,786
Other noncurrent assets
Goodwill	—		1,382		6,350		6,711		—			14,443
Other intangible assets	—		231		4,094		3,255		—			7,580
Deferred income taxes	—		941		—		195		(783		)	353
Investment in subsidiaries	20,662		7,678		21,912		6,931		(57,183		)	—
Intercompany loans receivable	—		7,650		13,262		14,125		(35,037		)	—
Other assets	—		459		124		1,165		—			1,748
Total assets	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	753	$	—	$	4	$	—		$	757
Current portion of long-term debt	—		303		8		3		—			314
Accounts payable	—		424		344		1,111		—			1,879
Intercompany accounts payable	2		2,794		3,099		3,048		(8,943		)	—
Accrued compensation	—		129		74		259		—			462
Other current liabilities	—		523		411		1,173		(4		)	2,103
Total current liabilities	2		4,926		3,936		5,598		(8,947		)	5,515
Noncurrent liabilities
Long-term debt	—		8,398		1,331		36		—			9,765
Pension liabilities	—		895		232		876		—			2,003
Other postretirement benefits    liabilities	—		454		189		99		—			742
Deferred income taxes	—		—		1,397		934		(783		)	1,548
Intercompany loans payable	5,592		1,401		14,857		13,187		(35,037		)	—
Other noncurrent liabilities	—		440		157		462		—			1,059
Total noncurrent liabilities	5,592		11,588		18,163		15,594		(35,820		)	15,117
Shareholders’ equity
Eaton shareholders' equity	15,113		4,561		30,395		22,263		(57,219		)	15,113
Noncontrolling interests	—		—		—		55		10			65
Total equity	15,113		4,561		30,395		22,318		(57,209		)	15,178
Total liabilities and equity	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810

63

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by    operating activities	$	104		$	739		$	428		$	1,067		$	(53	)	$	2,285
Investing activities
Capital expenditures for property,    plant and equipment	—			(171		)	(119		)	(324		)	—			(614		)
Cash paid for acquisitions of    businesses, net of cash acquired	—			—			—			(9		)	—			(9		)
Sales (purchases) of short-term    investments - net	—			25			(95		)	(218		)	—			(288		)
Loans to affiliates	—			(535		)	(545		)	(6,215		)	7,295			—
Repayments of loans from affiliates	—			36			626			5,795			(6,457		)	—
Proceeds from the sales    of businesses	—			—			—			777			—			777
Other - net	—			(41		)	(12		)	(15		)	—			(68		)
Net cash (used in) provided by     investing activities	—			(686		)	(145		)	(209		)	838			(202		)
Financing activities
Proceeds from borrowings	—			—			—			9			—			9
Payments on borrowings	—			(1,048		)	(43		)	(5		)	—			(1,096		)
Proceeds from borrowings from    affiliates	—			2,395			4,260			640			(7,295		)	—
Payments on borrowings from    affiliates	—			(2,921		)	(2,874		)	(662		)	6,457			—
Other intercompany financing    activities	688			1,365			(1,630		)	(423		)	—			—
Cash dividends paid	(796		)	—			—			—			—			(796		)
Cash dividends paid to affiliates	—			—			—			(53		)	53			—
Exercise of employee stock    options	—			121			—			—			—			121
Excess tax benefit from    equity-based compensation	—			32			—			—			—			32
Other - net	—			—			—			(6		)	—			(6		)
Net cash used in    financing activities	(108		)	(56		)	(287		)	(500		)	(785		)	(1,736		)
Effect of currency on cash	—			—			—			(9		)	—			(9		)
Total (decrease) increase in cash	(4		)	(3		)	(4		)	349			—			338
Cash at the beginning of the period	7			54			14			502			—			577
Cash at the end of the period	$	3		$	51		$	10		$	851		$	—		$	915

64

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash (used in) provided by    operating activities	$	(35	)	$	1,012		$	217		$	487		$	(17	)	$	1,664
Investing activities
Capital expenditures for property,    plant and equipment	—			(291		)	(73		)	(229		)	—			(593		)
Cash paid for acquisitions of    businesses, net of cash acquired	(6,542		)	—			11			(405		)	—			(6,936		)
Sales of short-term investments - net	—			175			210			218			—			603
Loans to affiliates	—			(6,693		)	—			(8,054		)	14,747			—
Repayments of loans from affiliates	—			268			—			8,175			(8,443		)	—
Proceeds from the sales    of businesses	—			2			—			1			—			3
Other - net	—			(28		)	2			(23		)	—			(49		)
Net cash (used in) provided by     investing activities	(6,542		)	(6,567		)	150			(317		)	6,304			(6,972		)
Financing activities
Proceeds from borrowings	—			7,156			—			—			—			7,156
Payments on borrowings	—			(1,306		)	(16		)	(2		)	—			(1,324		)
Payments of financing costs	—			(117		)	—			—			—			(117		)
Proceeds from borrowings from    affiliates	5			8,054			6,425			263			(14,747		)	—
Payments on borrowings from    affiliates	(5		)	(8,175		)	—			(263		)	8,443			—
Other intercompany financing    activities				273			(340		)	67			—			—
Cash dividends paid	—			(512		)	—			—			—			(512		)
Cash dividends paid to affiliates	—			—			—			(17		)	17			—
Exercise of employee stock options	—			95			—			—			—			95
Issuance (repurchase) of shares	6,584			—			(6,425		)	—			—			159
Excess tax benefit from equity-based    compensation	—			21			—			—			—			21
Other - net	—			—			—			2			—			2
Net cash provided by (used in)    financing activities	6,584			5,489			(356		)	50			(6,287		)	5,480
Effect of currency on cash	—			—			—			20			—			20
Total increase (decrease) in cash	7			(66		)	11			240			—			192
Cash at the beginning of the period	—			120			3			262			—			385
Cash at the end of the period	$	7		$	54		$	14		$	502		$	—		$	577

65

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by operating activities	$	613		$	171		$	1,017		$	(553	)	$	1,248
Investing activities
Capital expenditures for property,    plant and equipment	(249		)	(39		)	(280		)	—			(568		)
Cash paid for acquisitions of    businesses, net of cash acquired	(24		)	(2		)	(299		)	—			(325		)
Sales of short-term investments - net	27			—			76			—			103
Loans to affiliates	(149		)	—			(5,855		)	6,004			—
Repayments of loans from affiliates	100			—			5,650			(5,750		)	—
Proceeds from the sales of businesses	1			14			—			—			15
Other - net	(24		)	(9		)	8			—			(25		)
Net cash used in investing activities	(318		)	(36		)	(700		)	254			(800		)
Financing activities
Proceeds from borrowings	379			—			2			—			381
Payments on borrowings	(70		)	—			(8		)	—			(78		)
Payments of financing costs	(3		)	—			—			—			(3		)
Proceeds from borrowings from affiliates	5,855			—			149			(6,004		)	—
Payments on borrowings from affiliates	(5,650		)	—			(100		)	5,750			—
Other intercompany financing activities	(42		)	(106		)	148			—			—
Cash dividends paid	(462		)	—			—			—			(462		)
Cash dividends paid to affiliates	—			(32		)	(521		)	553			—
Exercise of employee stock options	71			—			—			—			71
Repurchase of shares	(343		)	—			—			—			(343		)
Excess tax benefit from equity-based compensation	57			—			—			—			57
Other - net	—			—			(4		)	—			(4		)
Net cash used in financing activities	(208		)	(138		)	(334		)	299			(381		)
Effect of currency on cash	—			—			(15		)	—			(15		)
Total increase (decrease) in cash	87			(3		)	(32		)	—			52
Cash at the beginning of the period	33			6			294			—			333
Cash at the end of the period	$	120		$	3		$	262		$	—		$	385

66

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 the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2013 net sales of $22.0 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 102,000 employees in over 60 countries and sells products to customers in more than 175 countries.

On November 30, 2012, Eaton Corporation acquired Cooper Industries plc (Cooper) for a purchase price of $13,192. The total purchase price was comprised of cash totaling $6,543 and Eaton share consideration valued at $6,649. Cooper is 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. Cooper had annual sales of $5,409 for 2011. Cooper's results of operations have been included in Eaton's Consolidated Financial Statements since November 30, 2012. Net sales and segment operating profit attributable to Cooper during this period and included in Eaton's Consolidated Financial Statements for the year ended December 31, 2012 total $470 and $66, respectively.

In addition to Cooper, Eaton acquired certain other businesses during 2012 and 2011. The Consolidated Statements of Income include the results of these other businesses from the dates of the transactions or formation. For additional information related to acquisitions, and a complete list of business acquisitions and joint ventures, see Note 2 to the Consolidated Financial Statements.

Summary of Results of Operations

During 2013, the Company's results of operations were most significantly impacted by the acquisition of Cooper, as noted above, partially offset by the continued impact of global uncertainty about future growth. This resulted in soft end markets and subdued economic growth for the majority of 2013. The growth experienced in 2012 was impacted by economic and political uncertainties in Europe, China, and the United States. Due to the continued uncertainty about future growth, among other factors, the Company undertook certain restructuring activities in the fourth quarter of 2012 which resulted in charges totaling $50.

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

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

	2013		2012		2011
Net sales	$	22,046	$	16,311	$	16,049
Net income attributable to Eaton ordinary shareholders	1,861		1,217		1,350
Net income per ordinary share - diluted	$	3.90	$	3.46	$	3.93

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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 and transaction costs, each of which excludes amounts that differ from the most directly comparable measure calculated in accordance with U.S. 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 regarding acquisition integration charges and transaction costs, see Note 3 to the Consolidated Financial Statements.

Consolidated Financial Results

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	22,046		35	%	$	16,311		2	%	$	16,049
Gross profit	6,677			37	%	4,863			2	%	4,788
Percent of net sales	30.3		%			29.8		%			29.8		%
Income before income taxes	1,884			51	%	1,251			(19	)%	1,553
Net income	1,873			54	%	1,220			(10	)%	1,352
Less net income for noncontrolling interests	(12		)			(3		)			(2		)
Net income attributable to Eaton ordinary shareholders	1,861			53	%	1,217			(10	)%	1,350
Excluding acquisition integration charges and    transaction costs (after-tax)	110					167					10
Operating earnings	$	1,971		42	%	$	1,384		2	%	$	1,360
Net income per ordinary share - diluted	$	3.90		13	%	$	3.46		(12	)%	$	3.93
Excluding per share impact of acquisition integration charges    and transaction costs (after-tax)	0.23					0.48					0.03
Operating earnings per ordinary share	$	4.13		5	%	$	3.94		(1	)%	$	3.96

Net Sales

Net sales in 2013 increased by 35% compared to 2012 due to an increase of 36% from acquisitions of businesses, partially offset by a decrease of 1% from the impact of currency translation. Net sales in 2012 increased by 2% compared to 2011 due to an increase of 5% from acquisitions of businesses, partially offset by a decrease of 3% from the impact of currency translation. Core sales growth was flat in 2013 and 2012 when compared to 2012 and 2011, respectively, due to flat market growth primarily related to economic and political uncertainties in Europe, China, and the United States.

Gross Profit

Gross profit margin increased from 29.8% in 2012 to 30.3% in 2013. The gross profit margin in 2013 was positively impacted by the absence of restructuring charges in 2013 that were incurred in 2012. Gross profit margin remained flat at 29.8% for 2011 and 2012 due to flat core sales growth.

Income Taxes

The effective income tax rate for 2013 was expense of 0.6% compared to expense of 2.5% for 2012. The difference in effective tax rate for 2013, compared to 2012, was primarily attributable to the effects associated with the acquisition of Cooper, along with greater levels of income in lower tax jurisdictions and additional foreign tax credit utilization. The effective income tax rate for 2012 was 2.5% compared to 12.9% for 2011. The lower effective tax rate for 2012, compared to 2011, was primarily attributable to realization of a significant international tax benefit from actions taken after the acquisition of Cooper, enhanced foreign tax credit utilization, lower tax provisions in several international locations associated with restructuring actions, and greater levels of income in lower tax jurisdictions. For additional information on income taxes, see Note 8 to the Consolidated Financial Statements.

68

Net Income

Net income attributable to Eaton ordinary shareholders of $1,861 in 2013 increased 53% compared to Net income attributable to Eaton ordinary shareholders of $1,217 in 2012, and Net income per ordinary share of $3.90 in 2013 increased 13% from Net income per ordinary share of $3.46 in 2012. The increase was primarily due to higher sales volumes resulting from the acquisition of businesses, the most substantial of which was Cooper, and a lower effective income tax rate. Net income attributable to Eaton ordinary shareholders of $1,217 in 2012 decreased 10% compared to Net income attributable to Eaton ordinary shareholders of $1,350 in 2011, and Net income per ordinary share of $3.46 in 2012 decreased 12% from Net income per ordinary share of $3.93 in 2011. The decrease was primarily due to transaction costs incurred associated with the acquisition of Cooper and restructuring charges recognized in the fourth quarter of 2012 to address soft economic conditions and improve the efficiency of the Company's businesses. Partially offsetting these costs were certain favorable tax benefits related to the realization of a significant international tax benefit from actions taken after the acquisition of Cooper, enhanced foreign tax credit utilization, lower tax provisions in several international locations associated with restructuring actions, and greater levels of income in lower tax jurisdictions. For additional information related to transaction costs and restructuring charges, see Note 3 to the Consolidated Financial Statements.

Business Segment Results of Operations

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

Electrical Products

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	7,026		83	%	$	3,846		6	%	$	3,619
Operating profit	1,090			70	%	640			21	%	531
Operating margin	15.5		%			16.6		%			14.7		%
Acquisition integration charges	$	44				$	4				$	1
Before acquisition integration charges
Operating profit	$	1,134		76	%	$	644		21	%	$	532
Operating margin	16.1		%			16.7		%			14.7		%

Net sales increased 83% in 2013 compared to 2012 due to an increase of 82% from the acquisition of Cooper and an increase of 1% from the impact of currency translation. Core sales in 2013 were positively impacted by strength in the Americas, which was offset by weakness in Europe and Asia Pacific. Net sales increased 6% in 2012 compared to 2011 due to an increase of 6% from the acquisition of businesses and an increase in core sales of 2%, partially offset by a decrease of 2% from the impact of currency translation. The increase in net sales in 2012 was due to continued growth in North and South American markets, partially offset by continued weakness in Europe and residential solar markets.

Operating margin before acquisition integration charges decreased from 16.7% in 2012 to 16.1% in 2013. The decrease in operating margin in 2013 was primarily due to the changed mix of products in the segment as a result principally of the acquisition of Cooper. Operating margin before acquisition integration charges increased from 14.7% in 2011 to 16.7% in 2012. The increase in operating margin in 2012 was primarily due to benefits from higher sales volumes, lower commodity costs, and commodity hedge contract losses in 2011 that did not repeat in 2012.

69

Electrical Systems and Services

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	6,430		66	%	$	3,872		9	%	$	3,557
Operating profit	889			110	%	424			20	%	352
Operating margin	13.8		%			11.0		%			9.9		%
Acquisition integration charges	$	37				$	13				$	9
Before acquisition integration charges
Operating profit	$	926		112	%	$	437		21	%	$	361
Operating margin	14.4		%			11.3		%			10.1		%

Net sales increased 66% in 2013 compared to 2012 due to an increase of 66% from the acquisition of businesses and an increase in core sales of 1%, partially offset by a decrease of 1% from the impact of currency translation. The increase in core sales in 2013 reflects strength in the Americas and Asia Pacific. Net sales increased 9% in 2012 compared to 2011 due to an increase of 9% from the acquisition of businesses and an increase in core sales of 2%, partially offset by a decrease of 2% from the impact of currency translation. The increase in net sales in 2012 reflects strong sales volumes in North American construction markets, partially offset by continued weakness in Europe and China.

Operating margin before acquisition integration charges increased from 11.3% in 2012 to 14.4% in 2013. The increase in operating margin in 2013 was primarily due to the changed mix of products in the segment as a result of the acquisition of businesses. Operating margin before acquisition integration charges increased from 10.1% in 2011 to 11.3% in 2012. The increase in operating margin in 2012 was primarily due to benefits from higher sales volumes and lower commodity costs.

Hydraulics

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	2,981		1	%	$	2,960		4	%	$	2,835
Operating profit	355			(4	)%	369			(16	)%	438
Operating margin	11.9		%			12.5		%			15.4		%
Acquisition integration charges	$	36				$	16				$	4
Before acquisition integration charges
Operating profit	$	391		2	%	$	385		(13	)%	$	442
Operating margin	13.1		%			13.0		%			15.6		%

Net sales in 2013 increased 1% compared to 2012 due to an increase of 6% 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 2013 primarily reflects lower market demand, particularly in the U.S. and Asia Pacific. Net sales in 2012 increased 4% compared to 2011 due to an increase of 9% from the acquisition of businesses, partially offset by a decrease in core sales of 3% and a decrease of 2% from the impact of currency translation. Global hydraulics markets in 2012 were negatively impacted by a slowdown in capital expenditures, particularly in the U.S. and China construction equipment industries, as economic uncertainties in both countries caused postponement of certain customer purchases.

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Operating margin before acquisition integration charges increased slightly from 13.0% in 2012 to 13.1% in 2013. The slight increase in operating margin in 2013 was primarily due to cost savings that resulted from restructuring actions taken in 2012 and the absence in 2013 of charges that were incurred in 2012 related to these actions, partially offset by a change in mix of products due to acquisitions, as noted above. Operating margin before acquisition integration charges decreased from 15.6% in 2011 to 13.0% in 2012. The decrease in operating margin in 2012 was primarily due to lower sales volumes resulting from a decrease in core sales of 3%, as noted above, and restructuring actions taken during fourth quarter of 2012 in response to continued weakness in hydraulics markets, particularly in Europe.

Aerospace

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	1,774		3	%	$	1,719		4	%	$	1,648
Operating profit	252			18	%	213			(13	)%	244
Operating margin	14.2		%			12.4		%			14.8		%

Net sales in 2013 increased 3% compared to 2012 due to an increase in core sales. Net sales in 2012 increased 4% compared to 2011 due to an increase in core sales of 5%, partially offset by a decrease of 1% from the impact of currency translation. The increase in core sales in 2013 and 2012 reflects continued strength in the commercial markets, partially offset by decreased demand in the military markets.

Operating margin increased from 12.4% in 2012 to 14.2% in 2013. The increase in operating margin in 2013 was primarily due to higher sales volumes, cost savings that resulted from restructuring actions taken in 2012, and the absence in 2013 of charges that were incurred in 2012 related to these actions. Operating margin decreased from 14.8% in 2011 to 12.4% in 2012. The decrease in operating margin in 2012 was primarily due to a shift in product mix to a higher percent of lower-margin commercial OEM business and the impact of restructuring actions taken during the fourth quarter of 2012 to improve the efficiency of the business.

Vehicle

	2013			Change from 2012		2012			Change from 2011		2011
Net sales	$	3,835		(2	)%	$	3,914		(11	)%	$	4,390
Operating profit	592			4	%	570			(18	)%	695
Operating margin	15.4		%			14.6		%			15.8		%

Net sales decreased 2% in 2013 compared to 2012 due to the impact of currency translation. Flat core sales in 2013 were primarily due to lower sales volumes in the NAFTA Class 8 truck market, offset by strength in the Latin American vehicle markets and the global light vehicle markets. Net sales decreased 11% in 2012 compared to 2011 due to a decrease in core sales of 5%, a decrease of 5% from the impact of currency translation and a 1% decrease related to a business divestiture in 2011. The decrease in core sales in 2012 was primarily due to lower sales volumes in the NAFTA Class 8 truck market related to the uncertain economic outlook in the U.S., as well as lower sales in the Brazil truck and bus markets and the impact of continued weakness in Europe.

Operating margin increased from 14.6% in 2012 to 15.4% in 2013. The increase in operating margin in 2013 was primarily due to a change in mix of products, cost savings that resulted from restructuring actions taken in 2012, and the absence in 2013 of charges that were incurred in 2012 related to these actions. Operating margin decreased from 15.8% in 2011 to 14.6% in 2012. Operating margin in 2012 was impacted by the factors noted above and certain restructuring activities taken during the fourth quarter of 2012 in response to weaker markets.

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Corporate Expense

	2013		Change from 2012		2012		Change from 2011		2011
Amortization of intangible assets	$	437	124	%	$	195	3	%	$	190
Interest expense - net	271		30	%	208		76	%	118
Pension and other postretirement benefits expense	183		13	%	162		14	%	142
Inventory step-up adjustment	34		(19	)%	42		NM		5
Other corporate expense - net	369		3	%	358		42	%	252
Total corporate expense	$	1,294	34	%	$	965	36	%	$	707

Total Corporate expense increased 34% in 2013 to $1,294 from $965 in 2012 primarily due to the acquisition of Cooper. The acquisition of Cooper resulted in an increase of 124% in Amortization of intangible assets and an increase of 30% in Interest expense - net, primarily related to financing activities in conjunction with the acquisition. Total Corporate expense increased 36% in 2012 to $965 from $707 in 2011 due to a 42% increase in Other corporate expense - net primarily related to transaction and other costs associated with the acquisition of Cooper, a 76% increase in Interest expense - net primarily related to financing activities associated with the acquisition of Cooper, and a 14% increase in Pension and other postretirement benefits expense primarily related to changes in the discount rate. The inventory step-up adjustment of $42 in 2012 is related to purchase price accounting adjustments associated with the acquisition of Cooper.

2014 FORWARD-LOOKING PERSPECTIVE

As of early February, Eaton anticipates that its end markets for 2014 will grow 3%. End market growth by segment in 2014 is expected to be as follows:

• Electrical segments: 3%

• Hydraulics: 3%

• Aerospace: 3%

• Vehicle: 4%

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

Financial Condition and Liquidity

Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk. The Company maintains access to the commercial paper markets through a $2.0 billion commercial paper program. To support the commercial paper program, the Company refinanced during June 2012 a $500, three-year revolving credit facility and a $500, five-year revolving credit facility with a $750three-year revolving credit facility that expires in 2015 and a $750, five-year revolving credit facility that expires in 2017, respectively. The Company also maintains a $500 revolving credit facility that expires in 2016. The 2012 refinancings increased long-term revolving credit facilities to $2,000 from $1,500. These facilities support Eaton’s commercial paper borrowings. There were no borrowings outstanding under these revolving credit facilities at December 31, 2013. Eaton's non-United States operations also had available short-term lines of credit of approximately $2,069 at December 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 as well as scheduled payments of long-term debt.

During June 2012, the Company received proceeds totaling $600 from the private issuance of notes and during November 2012 Eaton received proceeds totaling $6,522 to finance the cash portion of the acquisition of Cooper. Financing activities related to acquiring Cooper were comprised of the issuance of senior notes totaling $4,900 and borrowing $1,669 on a $6.75 billion capacity bridge facility. At December 31, 2012, $669 remained outstanding on the bridge facility borrowing and on February 1, 2013, Eaton repaid the outstanding balance. On November 30, 2012 and January 8, 2013, Eaton Corporation and Cooper, respectively, each issued guarantees on all material outstanding debt of the other.

For additional information on financing transactions and debt, see Note 5 to the Consolidated Financial Statements.

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

Sources and Uses of Cash Flow

Operating Cash Flow

Net cash provided by operating activities was $2,285 in 2013, an increase of $621 compared to $1,664 in 2012. Operating cash flows in 2013 were primarily impacted by higher net income and lower contributions to benefit plans, partially offset by higher working capital requirements compared to 2012.

Net cash provided by operating activities was $1,664 in 2012, an increase of $416 compared to $1,248 in 2011. Operating cash flows in 2012 were primarily impacted by lower working capital requirements compared to 2011 and the absence of contributions to other postretirement benefits plans totaling $154 that were made in 2011, partially offset by lower net income in 2012.

Investing Cash Flow

Net cash used in investing activities was $202 in 2013, a decrease of $6,770 compared to $6,972 in 2012. The decrease in 2013 was principally due to a decrease of $6,927 related to cash paid for acquisitions of businesses, the largest of which was Cooper in 2012, and proceeds of $777 from the sales of business compared to $3 in 2012, primarily related to the sale of Apex Tool Group, LLC. These sources of cash were offset by an increase in purchases of short-term investments to $288 in 2013 compared to sales of short-term investments of $603 in 2012. Capital expenditures were $614 in 2013 compared to $593 in 2012. Eaton expects approximately $700 in capital expenditures in 2014.

Net cash used in investing activities was $6,972 in 2012, an increase of $6,172 as compared to $800 in 2011. The increase in 2012 was principally due to usage of $6,936 related to the acquisitions of businesses, the largest of which was Cooper, partially offset by cash proceeds of $603 from the sale of short-term investments compared to sales of $103 in 2011. Capital expenditures were $593 in 2012 compared to $568 in 2011.

For additional information on business acquisitions and sales, see to Note 2 to the Consolidated Financial Statements.

Financing Cash Flow

Net cash used in financing activities was $1,736 in 2013, a decrease of $7,216 compared to a source of cash of $5,480 in 2012. Substantially all of the decrease in 2013 was due to the absence of proceeds totaling $7,156 in 2012 from the issuance of $4,900 senior notes, a $1,669 borrowing on the $6.75 billion capacity bridge facility, and the private issuance of $600 notes, which are more fully described above and primarily relate to the acquisition of Cooper.

Net cash provided by financing activities was $5,480 in 2012, an increase of $5,861 compared to a use of cash of $381 in 2011. Substantially all of the increase in 2012 was due to proceeds totaling $7,156 from the issuance of $4,900 senior notes, a $1,669 borrowing on the $6.75 billion capacity bridge facility, and the private issuance of $600 notes. Offsetting these increases were repayments on the bridge facility totaling $1,000 and cash dividends paid totaling $512.

Net-Debt-to-Capital Ratio

The net-debt-to-capital ratio was 31.8% at December 31, 2013 compared to 39.2% at December 31, 2012. The decrease reflected the combined effect during 2013 of the $1,892 decrease in net debt, primarily due to the repayment of an outstanding borrowing of $669 on a $6.75 billion, 364-day bridge facility related to financing the acquisition of Cooper, repayment of $300 notes due in 2013, increased levels of cash and short-term investments, and the $1,678 increase in Eaton shareholders' equity, primarily related to the acquisition of Cooper.

Credit Ratings

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

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

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Defined Benefits Plans

Pension Plans

During 2013, the fair value of plan assets in the Company’s employee pension plans increased $517 to $4,372 at December 31, 2013. The increase in plan assets was primarily due to better than expected return on assets. At December 31, 2013, the net unfunded position of $1,380 in pension liabilities consisted of $497 in the U.S. qualified pension plans, $918 in plans that have no minimum funding requirements, and $51 in all other plans that require minimum funding, partially offset by $86 in plans that are overfunded.

Funding requirements are a major consideration in making contributions to Eaton’s pension plans. With respect to the Company’s pension plans worldwide, the Company intends to contribute annually not less than the minimum required by applicable law and regulations. In 2013, $341 was contributed to the pension plans. The Company contributed $238 to the U.S. Qualified Pension Plan in early 2014 and anticipates making an additional $124 of contributions to certain pension plans during 2014. The funded status of the Company’s pension plans at the end of 2014, and future contributions, will depend primarily on the actual return on assets during the year and the discount rate used to calculate certain benefits at the end of the year. Depending on these factors, and the resulting funded status of the pension plans, the level of future contributions could be materially higher or lower than in 2013.

Off-Balance Sheet Arrangements

Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities or other persons. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7 to the Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

Impairment of Goodwill and Other Long-Lived Assets

Goodwill and indefinite life intangible assets are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments, and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.

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

A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Additionally, goodwill and indefinite life intangible assets are evaluated for impairment whenever events or circumstances indicate there may be a possible permanent loss of value.

Indefinite life intangible assets primarily consist of trademarks. The fair value of these assets are determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For 2013 and 2012, the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 4 to the Consolidated Financial Statements.

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

Recoverability of Deferred Income Tax Assets

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

Management evaluates the realizability of deferred income tax assets for each jurisdiction in which it operates. If the Company experiences cumulative pretax income in a particular jurisdiction in a three-year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if the Company experiences cumulative pretax losses in a particular jurisdiction in a three-year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in a particular country, prudent and feasible tax planning strategies, and estimates of future earnings and taxable income using the same assumptions as the Company’s goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance. For additional information about income taxes, see Note 8 to the Consolidated Financial Statements.

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Pension and Other Postretirement Benefits Plans

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

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

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

Key assumptions used to calculate pension and other postretirement benefits expense are adjusted at each year-end. A 1-percentage point change in the assumed rate of return on pension plan assets is estimated to have approximately a $43 effect on pension expense. Likewise, a 1-percentage point change in the discount rate is estimated to have approximately a $74 effect on pension expense. A 1-percentage point change in the assumed rate of return on other postretirement benefits assets is estimated to have approximately a $1 effect on other postretirement benefits expense. A 1-percentage point change in the discount rate is estimated to have approximately a $4 effect on expense for other postretirement benefits plans. Additional information related to changes in key assumptions used to recognize expense for other postretirement benefits plans is found in Note 6 to the Consolidated Financial Statements.

Environmental Contingencies

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

A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs, when it is probable that a liability has been incurred. At December 31, 2013 and 2012, $149 and $158, respectively, was accrued for these costs.

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

MARKET RISK DISCLOSURE

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

Eaton uses derivative instruments to manage exposure to volatility in raw material costs, currency, and interest rates on certain debt instruments. Derivative financial instruments used by the Company are straightforward and non-leveraged. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. See Note 12 to the Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

Eaton’s ability to access the commercial paper market, and the related cost of these borrowings, is based on the strength of its credit rating and overall market conditions. The Company has not experienced any material limitations in its ability to access these sources of liquidity. At December 31, 2013, Eaton had $2,000 of long-term revolving credit facilities with banks in support of its commercial paper program. It has no direct borrowings outstanding under these credit facilities. Eaton’s non-United States operations also had available short-term lines of credit of approximately $2,069 at December 31, 2013.

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Interest rate risk can be measured by calculating the short-term earnings impact that would result from adverse changes in interest rates. This exposure results from short-term debt, which includes commercial paper at a floating interest rate, long-term debt that has been swapped to floating rates, and money market investments that have not been swapped to fixed rates. Based upon the balances of investments and floating rate debt at year end 2013, a 100 basis-point increase in short-term interest rates would have increased the Company’s net, pretax interest expense by $23.

Eaton also measures interest rate risk by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on Eaton’s best estimate for a hypothetical, 100 basis point decrease in interest rates at December 31, 2013, the market value of the Company’s debt and interest rate swap portfolio, in aggregate, would increase by $504.

Currency risk is the risk of economic losses due to adverse changes in exchange rates. The Company mitigates currency risk by funding some investments in certain markets through local currency financings. Non-United States dollar debt was $121 at December 31, 2013. To augment Eaton’s non-United States dollar debt portfolio, the Company also enters into forward exchange contracts and currency swaps from time to time to mitigate the risk of economic loss in its investments. At December 31, 2013, the aggregate balance of such contracts was $555. Eaton also monitors exposure to transactions denominated in currencies other than the functional currency of each country in which the Company operates, and regularly enters into forward contracts to mitigate that exposure. In the aggregate, Eaton’s portfolio of forward contracts related to such transactions was not material to its Consolidated Financial Statements.

CONTRACTUAL OBLIGATIONS

A summary of contractual obligations as of December 31, 2013 follows:

	2014			2015 to 2016			2017 to 2018		After 2019		Total
Long-term debt (1)	$	567		$	1,255		$	2,122	$	5,469	$	9,413
Interest expense related to long-term debt	349			640			539		2,370		3,898
Reduction of interest expense from interest rate swap    agreements related to long-term debt	(65		)	(76		)	20		64		(57		)
Operating leases	185			244			129		92		650
Purchase obligations	1,049			99			58		30		1,236
Other long-term obligations	367			10			13		157		547
Total	$	2,452		$	2,172		$	2,881	$	8,182	$	15,687
(1) Long-term debt excludes deferred gains and losses on derivatives related to debt, adjustments to fair market value, and premiums and discounts on long-term debentures.

Interest expense related to long-term debt is based on the fixed interest rate, or other applicable interest rate, related to the debt instrument. The reduction of interest expense due to interest rate swap agreements related to long-term debt is based on the difference in the fixed interest rate the Company receives from the swap, compared to the floating interest rate the Company pays on the swap. Purchase obligations are entered into with various vendors in the normal course of business. These amounts include commitments for purchases of raw materials, outstanding non-cancelable purchase orders, releases under blanket purchase orders, and commitments under ongoing service arrangements. Other long-term obligations principally include anticipated contributions of $362 to pension plans in 2014 and $180 of deferred compensation earned under various plans for which the participants have elected to receive disbursement at a later date.

The table above does not include future expected pension benefit payments or expected other postretirement benefits payments. Information related to the amounts of these future payments is described in Note 6 to the Consolidated Financial Statements. The table above also excludes the liability for unrecognized income tax benefits, since the Company cannot predict with reasonable certainty the timing of cash settlements with the respective taxing authorities. At December 31, 2013, the gross liability for unrecognized income tax benefits totaled $479 and interest and penalties were $114.

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FORWARD-LOOKING STATEMENTS

This Annual Report to Shareholders contains forward-looking statements concerning Eaton's full year 2014 sales, the performance in 2014 of its worldwide end markets, and Eaton's 2014 growth in relation to end markets, among other matters. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; competitive pressures on sales and pricing; 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.

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QUARTERLY DATA (unaudited)

	Quarter ended in 2013												Quarter ended in 2012
(In millions except for per share data)	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	5,527		$	5,607		$	5,602		$	5,310		$	4,333		$	3,950		$	4,068		$	3,960
Gross profit	1,646			1,724			1,732			1,575			1,201			1,203			1,253			1,206
Percent of net sales	29.8		%	30.7		%	30.9		%	29.7		%	27.7		%	30.5		%	30.8		%	30.5		%
Income before income taxes	429			521			534			400			88			376			419			368
Net income	$	482		$	514		$	497		$	380		$	180		$	347		$	382		$	311
Less net income for    noncontrolling interests	(3		)	(4		)	(3		)	(2		)	(1		)	(2		)	—			—
Net income attributable to Eaton    ordinary shareholders	$	479		$	510		$	494		$	378		$	179		$	345		$	382		$	311
Net income per ordinary share
Diluted	$	1.00		$	1.07		$	1.04		$	0.79		$	0.46		$	1.02		$	1.12		$	0.91
Basic	1.01			1.08			1.04			0.80			0.47			1.02			1.13			0.93
Cash dividends declared per    ordinary share	$	0.42		$	0.42		$	0.42		$	0.42		$	—		$	0.76		$	0.38		$	0.38
Market price per ordinary share
High	$	77.00		$	71.36		$	69.92		$	63.81		$	54.75		$	49.18		$	50.29		$	53.06
Low	65.20			62.89			55.41			55.00			44.36			36.38			36.94			44.73
Earnings per share for the four quarters in a year may not equal full year earnings per share.
Significant non-recurring adjustments included in Income before income taxes are as follows:
	Quarter ended in 2013												Quarter ended in 2012
	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Acquisition integration charges	$	55		$	36		$	37		$	26		$	24		$	8		$	9		$	3
Transaction costs	—			2			2			5			152			19			7			—

TEN-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)

(In millions except for per share data)	2013			2012			2011			2010			2009			2008			2007			2006			2005			2004
Continuing operations
Net sales	$	22,046		$	16,311		$	16,049		$	13,715		$	11,873		$	15,376		$	13,033		$	12,232		$	10,874		$	9,547
Income before income taxes	1,884			1,251			1,553			1,036			303			1,140			1,055			979			969			756
Income after income taxes	$	1,873		$	1,220		$	1,352		$	937		$	385		$	1,067		$	973		$	907		$	788		$	633
Income from discontinued    operations	—			—			—			—			—			3			35			53			22			22
Net income	1,873			1,220			1,352			937			385			1,070			1,008			960			810			655
Less net income for    noncontrolling interests	(12		)	(3		)	(2		)	(8		)	(2		)	(12		)	(14		)	(10		)	(5		)	(7		)
Net income attributable to    Eaton ordinary    shareholders	$	1,861		$	1,217		$	1,350		$	929		$	383		$	1,058		$	994		$	950		$	805		$	648
Net income per ordinary    share - diluted
Continuing operations	$	3.90		$	3.46		$	3.93		$	2.73		$	1.14		$	3.25		$	3.19		$	2.94		$	2.54		$	2.00
Discontinued operations	—			—			—			—			—			0.01			0.12			0.17			0.08			0.07
Total	$	3.90		$	3.46		$	3.93		$	2.73		$	1.14		$	3.26		$	3.31		$	3.11		$	2.62		$	2.07
Net income per ordinary    share - basic
Continuing operations	$	3.93		$	3.54		$	3.98		$	2.76		$	1.16		$	3.29		$	3.26		$	2.99		$	2.61		$	2.05
Discontinued operations	—			—			—			—			—			0.01			0.12			0.17			0.07			0.07
Total	$	3.93		$	3.54		$	3.98		$	2.76		$	1.16		$	3.30		$	3.38		$	3.16		$	2.68		$	2.12
Weighted-average number of    ordinary shares outstanding
Diluted	476.7			350.9			342.8			339.5			335.8			324.6			300.6			305.8			308.0			314.2
Basic	473.5			347.8			338.3			335.5			332.7			320.4			294.6			300.4			300.4			306.2
Cash dividends declared    per ordinary share	$	1.68		$	1.52		$	1.36		$	1.08		$	1.00		$	1.00		$	0.86		$	0.74		$	0.62		$	0.54
Total assets	$	35,491		$	35,810		$	17,873		$	17,252		$	16,282		$	16,655		$	13,430		$	11,417		$	10,218		$	9,075
Long-term debt	8,969			9,765			3,366			3,382			3,349			3,190			2,432			1,774			1,830			1,734
Total debt	9,549			10,836			3,773			3,458			3,467			4,271			3,417			2,586			2,464			1,773
Eaton shareholders' equity	16,791			15,113			7,469			7,362			6,777			6,317			5,172			4,106			3,778			3,606
Eaton shareholders' equity    per ordinary share	$	35.34		$	32.11		$	22.34		$	21.66		$	20.39		$	19.14		$	17.71		$	14.04		$	12.72		$	11.76
Ordinary shares outstanding	475.1			470.7			334.4			339.9			332.3			330.0			292.0			292.6			297.0			306.6

Eaton Corporation plc

2013 Annual Report on Form 10-K

Exhibit Index

3 (i)	Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012
3 (ii)	Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 10-Q Report for the three months ended September 30, 2012
4 (a)	Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt
10	Material contracts
	(a)	Senior Executive Incentive Compensation Plan (effective February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(b)	Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(c)	First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012
	(d)	Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(e)	First Amendment to Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(f)	Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(g)	First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012
	(h)	Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(i)	First Amended to Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(j)	Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(k)	First Amendment to Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(l)	Form of Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(m)	Form of Restricted Share Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(n)	Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010
	(o)	Form of Directors' Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(p)	Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
	(q)	Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007
	(r)	Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012
	(s)	Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

(t)	Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012
(u)	Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012
(v)	Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012
(w)	Amendment to Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(x)	First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012
(y)	2013 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(z)	Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008
(aa)	Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(bb)	Form of Indemnification Agreement entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(cc)	Form of Indemnification Agreement II entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(dd)	Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(ee)	Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(ff)	Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(gg)	Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2009
(hh)	Amended and Restated 1998 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012
(ii)	Trust Agreement - Officers and Employees (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(jj)	Trust Agreement - Non-employee Directors (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(kk)	Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 1992
(ll)	Excess Benefits Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(mm)	Amendment to Excess Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(nn)	Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002
(oo)	Amendment to Supplemental Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
(pp)	Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(qq)	Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010
	(rr)	Amended and Restated Grantor Trust Agreement for Employees’ Deferred Compensation Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010
	(ss)	Eaton Savings Plan 2014 Restatement - Filed in conjunction with this Form 10-K Report*
	(tt)	Eaton Personal Investment Plan 2014 Restatement - Filed in conjunction with this Form 10-K Report*
12		Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report *
14		Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008
21		Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report *
23		Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report *
24		Power of Attorney - Filed in conjunction with this Form 10-K Report *
31.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *
31.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *
32.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *
32.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

_______________________________

* Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 (iii) Consolidated Balance Sheets at December 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) Notes to Consolidated Financial Statements for the year ended December 31, 2013.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K 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.

EX-10.SS

Exhibit 10(ss)

EATON SAVINGS PLAN

2014 Restatement

TABLE OF CONTENTS

ARTICLE I. ESTABLISHMENT OF THE PLAN	………………………………………...1
Section 1.1 Establishment of Plan and Effective Date	………………………………………...1
Section 1.2 Purposes of the Plan	………………………………………...4
ARTICLE II. DEFINITIONS AND CONSTRUCTION	………………………………………...5
Section 2.1 Definitions	………………………………………...5
Section 2.2 Gender and Number	………………………………………...16
Section 2.3 Headings	………………………………………...16
Section 2.4 Plan Provisions Controlling	………………………………………...16
Section 2.5 Severability	………………………………………...16
Section 2.6 Code and ERISA Compliance; Applicable Law	………………………………………...16
ARTICLE III. ELIGIBILITY	………………………………………...16
Section 3.1 General	………………………………………...16
Section 3.2 Rehire	………………………………………...17
ARTICLE IV. PARTICIPATION	………………………………………...17
Section 4.1 General	………………………………………...17
Section 4.2 Automatic Enrollment	………………………………………...18
ARTICLE V. CONTRIBUTIONS	………………………………………...20
Section 5.1 Member Regular Contributions; Deferred Compensation Contributions; and "Catch-Up Contributions"	………………………………………...20
Section 5.2 Limitation on Regular and Deferred Compensation Contributions	………………………………………...23
Section 5.3 Company Contributions	………………………………………...23
Section 5.4 Allocation of Company Contributions	………………………………………...26
Section 5.5 Eaton Retirement Contributions	………………………………………...26
Section 5.6 Allocation, Payment and Vesting of Eaton Retirement Contributions	………………………………………...27
Section 5.7 Maximum Additions	………………………………………...28
Section 5.8 Excess Deferrals	………………………………………...31
Section 5.9 Excess Deferred Compensation Contributions	………………………………………...33
Section 5.10 Excess Company and Regular Contributions	………………………………………...37
Section 5.11 Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements	………………………………………...42
Section 5.12 Miscellaneous ADP/ACP Testing Provisions	………………………………………...44
ARTICLE VI. INVESTMENT OF FUNDS	………………………………………...46
Section 6.1 Investment Funds	………………………………………...46

Section 6.2 Investment of Member Contributions and Deferred Compensation Contributions	………………………………………...48
Section 6.3 Investment of Company Contributions and Eaton Retirement Contributions	………………………………………...49
Section 6.4 Charges and Credits to Accounts	………………………………………...49
Section 6.5 Investment of Income Received; Cash Balances	………………………………………...50
Section 6.6 Investment Values and Decisions; Exercise of Investment Discretion	………………………………………...50
Section 6.7 Diversification of Eaton Shares	………………………………………...51
ARTICLE VII. CREDITS AND ACCOUNTS	………………………………………...52
Section 7.1 Credits	………………………………………...52
Section 7.2 Accounts	………………………………………...52
ARTICLE VIII. SERVICE AND VESTING	………………………………………...53
Section 8.1 Special Definitions	………………………………………...53
Section 8.2 Crediting Hours of Service	………………………………………...53
Section 8.3 Crediting of Vesting Service	………………………………………...54
Section 8.4 Vesting of Accounts	………………………………………...54
ARTICLE IX. LOANS TO MEMBERS	………………………………………...55
Section 9.1 Loan Program	………………………………………...55
Section 9.2 Certain Conditions	………………………………………...56
Section 9.3 Certain Standards and Requirements	………………………………………...56
Section 9.4 Default and Collection	………………………………………...57
Section 9.5 Deceased Member	………………………………………...58
ARTICLE X. WITHDRAWALS DURING EMPLOYMENT	………………………………………...59
Section 10.1 Withdrawals	………………………………………...59
Section 10.2 Hardship Withdrawals	………………………………………...60
Section 10.3 Time and Form of Withdrawal Distributions	………………………………………...64
Section 10.4 Other Withdrawals	………………………………………...64
Section 10.5 HEART Act Reservist Withdrawals	………………………………………...64
Section 10.6 Qualified Reservist Withdrawals	………………………………………...65
ARTICLE XI. SETTLEMENT AFTER TERMINATION OF EMPLOYMENT	………………………………………...66
Section 11.1 In General	………………………………………...66
Section 11.2 Retirement or Disability	………………………………………...67
Section 11.3 Death	………………………………………...68
Section 11.4 Other Termination	………………………………………...69
Section 11.5 Value and Timing of Distributions	………………………………………...70
Section 11.6 Separate Accounting for Non-Vested Amounts	………………………………………...71
Section 11.7 Disposition of Non-Vested Amounts	………………………………………...72
Section 11.8 Treatment of Forfeited Amounts	………………………………………...73
Section 11.9 Recrediting of Forfeited Amounts	………………………………………...74

Section 11.10 Minimum Distribution Requirements	………………………………………...74
Section 11.11 Rollovers to Other Plans or IRAs	………………………………………...82
Section 11.12 Unclaimed Accounts	………………………………………...84
Section 11.13 Notice Regarding Forms of Payment	………………………………………...85
ARTICLE XII. COMMITTEES; FIDUCIARY RESPONSIBILITY; CLAIMS	………………………………………...86
Section 12.1 Committee	………………………………………...86
Section 12.2 Fiduciary Responsibility	………………………………………...86
Section 12.3 Committee Power and Rules	………………………………………...88
Section 12.4 Reliance	………………………………………...89
Section 12.5 Indemnification	………………………………………...89
Section 12.6 Claims	………………………………………...90
ARTICLE XIII. TRUST AGREEMENT	………………………………………...91
ARTICLE XIV. TOP‑HEAVY PLAN REQUIREMENTS	………………………………………...92
Section 14.1 Definitions	………………………………………...92
Section 14.2 Determination of Top‑Heavy Status	………………………………………...95
Section 14.3 Top‑Heavy Plan Requirements	………………………………………...96
Section 14.4 Minimum Vesting Requirement	………………………………………...96
Section 14.5 Minimum Contribution Requirement	………………………………………...96
Section 14.6 Coordination With Other Plans	………………………………………...98
Section 14.7 Actuarial Assumptions	………………………………………...99
Section 14.8 Construction	………………………………………...99
ARTICLE XV. ESOP PROVISIONS	………………………………………...99
Section 15.1 ESOP Feature	………………………………………...99
Section 15.2 Borrowing to Purchase Eaton Shares	………………………………………...100
Section 15.3 Release of Shares from Suspense Accounts	………………………………………...102
Section 15.4 Members Right to Diversify	………………………………………...107
Section 15.5 Appraisal Requirement If Employer Securities Not Readily Tradable	………………………………………...109
Section 15.6 Voting Rights	………………………………………...109
Section 15.7 Tenders and Exchanges	………………………………………...109
Section 15.8 Distribution of Company Contributions	………………………………………...109
Section 15.9 Rights to Put Eaton Shares	………………………………………...111
Section 15.10 Restrictions on Transfer of Eaton Shares	………………………………………...114
ARTICLE XVI. ADMINISTRATIVE COSTS	………………………………………...114
ARTICLE XVII. NON‑ALIENATION OF BENEFITS	………………………………………...114
ARTICLE XVIII. NOTICES	………………………………………...115
ARTICLE XIX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN	………………………………………...115

Section 19.1 Reservation of Right to Amend	………………………………………...115
Section 19.2 Retroactivity	………………………………………...116
Section 19.3 Termination	………………………………………...116
Section 19.4 Provision Against Diversion; Exclusive Benefit	………………………………………...117
ARTICLE XX. PLAN MERGERS AND CONSOLIDATIONS; TERMS	………………………………………...118
Section 20.1 Merger or Consolidation	………………………………………...118
Section 20.2 Terms	………………………………………...118
Section 20.3 Transfer From Stanley Aviation Corporation 401K Plan and Trust	………………………………………...119
Section 20.4 Merger of EMC Engineers, Inc. 401(k) Plan	………………………………………...121
Section 20.5 Merger of Wright Line LLC 401(k) Plan	………………………………………...124
Section 20.6 Merger of CopperLogic, Inc. 401(k) Plan & Trust	………………………………………...125
Section 20.7 Merger of E. A. Pederson Company 401(k) Plan	………………………………………...127
Section 20.8 Merger of Cooper Retirement Savings and Stock Ownership Plan	………………………………………...131
ARTICLE XXI. MISCELLANEOUS	………………………………………...137
Section 21.1 Incapacity	………………………………………...137
Section 21.2 Limitation of Rights	………………………………………...137
Section 21.3 No Right to Employment	………………………………………...138
Section 21.4 Rights Relating to the Trust	………………………………………...138
Section 21.5 Limitation on Participation by Persons in Foreign Countries	………………………………………...138
Section 21.6 Uniformed Services	………………………………………...138
Section 21.7 Profit‑Sharing Plan Feature	………………………………………...139
Section 21.8 Miscellaneous Investment Proceeds	………………………………………...139
Section 21.9 Election of Former Vesting Schedule	………………………………………...140
Section 21.10 Issuance of Eaton Shares	………………………………………...141
Section 21.11 Leased Employee	………………………………………...141
Section 21.12 Applicable Law and Forum Selection	………………………………………...142
Section 21.13 Correction of Plan Failures	………………………………………...142
ARTICLE XXII. TRANSFER OF FUNDS; ROLLOVERS	………………………………………...143
Section 22.1 Transfer from Other Qualified Plans	………………………………………...143
Section 22.2 Transfer to Other Qualified Plans	………………………………………...143
Section 22.3 Rollover Contributions	………………………………………...143
ARTICLE XXIII. SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT	………………………………………...146
Section 23.1 Definitions	………………………………………...146
Section 23.2 Deductible Employee Contributions	………………………………………...146

Section 23.3 Irrevocable Election of Deductible Contributions	………………………………………...147
Section 23.4 Valuation of Voluntary Deductible Account; Records	………………………………………...148
Section 23.5 Investment of Voluntary Deductible Accounts	………………………………………...148
Section 23.6 Withdrawals from Voluntary Deductible Account	………………………………………...148
Section 23.7 Administrative Costs	………………………………………...150
ARTICLE XXIV. EFFECTIVE DATES	………………………………………...150
Section 24.1 General	………………………………………...150
Section 24.2 Legal Compliance Effective Date Provisions	………………………………………...151
APPENDIX A TRANSFEROR PLANS	………………………………………...A-1
APPENDIX B COSAV MERGED PLANS AND PROTECTED BENEFITS	………………………………………...B-1
APPENDIX C IAR ADDENDA FOR SUPPLEMENTAL CONTRIBUTIONS	………………………………………...C-1

EATON SAVINGS PLAN

2014 Restatement

ARTICLE1. ESTABLISHMENT OF THE PLAN

Section 1.1Establishment of Plan and Effective Date ‑‑ Eaton Corporation established the Eaton Corporation Share Purchase and Investment Plan (the "Plan") effective as of July 1, 1974 as to Eaton, and which became or will become effective as to any Company as of the date that the Plan has been or may be extended to it. The Plan was amended and restated effective July 1, 1982, July 1, 1984, July 1, 1985, January 1, 1986 and July 1, 1988. The Plan was amended and restated twice more with both such amendments effective July 5, 1989; the first such amendment and restatement was executed on July 7, 1989 and the second such amendment and restatement was executed on July 20, 1989. The Plan also was amended and restated as of September 1, 1989 (effective retroactively to December 30, 1988), January 1, 1991, August 1, 1992 and July 1, 1993 (effective September 1, 1993). The Plan was amended (effective May 1, 1997) to change the definition of "Compensation" and (effective April 1, 1997) to eliminate the requirements that Plan loans be in multiples of $100 and that spousal consent be obtained in all cases and to change the rollover rules. The Plan was amended to exclude from the calculation of earnings per share used to determine Company Matching Contributions any charges to earnings for the write‑off of in‑process research and development associated with acquisitions (effective beginning with the calendar quarter ended September 30, 1997), to provide that the authority of the Company or the Board to approve or adopt any amendment to the Plan may be delegated to the Committee, except with respect to any termination of the Plan or any

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

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Eaton 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

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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 Shares Fund. The Plan was amended and restated effective generally as of January 1, 2013, to consolidate prior amendments, to provide that certain Members shall be eligible for nonelective Eaton Retirement Contributions, subject to a vesting schedule, and for other purposes. Finally, the Plan is amended and restated effective January 1, 2014, except as otherwise provided herein, to reflect the merger of the Cooper Retirement Savings and Stock Ownership Plan into the Plan and associated changes relating to integration of benefits and to reflect other administrative and confirming changes.

Section 1.2Purposes 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

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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 2.1Definitions ‑‑ 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

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consent, shall be witnessed by a Plan representative or a notary public, and shall be effective only with respect to such spouse. A Member's surviving spouse will be deemed to have given written consent to the Member's designation of Beneficiary if the Member establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder. Any Member's designation of Beneficiary relating to his Accounts must be made under the provisions of this Section 2.1(iii) (or, in the case of a person who transfers to employment covered by the Plan from a position covered by the Eaton Personal Investment Plan, under the provisions of that plan); a designation made under an acquired plan from which assets were transferred or merged into the Plan shall be void and of no effect under the Plan.

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

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

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

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

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

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

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

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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

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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

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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 person becomes eligible for payment of long term disability benefits under a long-term disability plan of the Company.

(xvi)"Eaton": Eaton Corporation.

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

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

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

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(xx)"Employee": Any employee, including an officer, who is in the regular service of a Company in a class or group to which Eaton has extended eligibility for membership in the Plan by paying such employee through Eaton's U.S. corporate payroll from its facility in Brookpark, Ohio, other than (A) a temporary employee who is hired for a specific, limited period of time or for the performance of a specific, limited assignment, (B) any person whose employment is covered by a collective bargaining agreement the terms of which do not specify coverage hereunder, and (C) any person who is an inpatriate. Moreover, a person classified by the Company as a leased employee (as described in Section 21.11), independent contractor, or contract employee will not be deemed an "Employee" under the Plan, and in the event any such individual is reclassified as an Employee for any purpose, including, without limitation, as a common law or statutory employee, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action, or administrative proceeding, such individual will, notwithstanding such reclassification, remain ineligible for participation in the Plan.

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

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

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(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.

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(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.

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(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

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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 Shares Fund.

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

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Section 2.2Gender 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 2.3Headings ‑‑ 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 2.4Plan 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 2.5Severability ‑‑ 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 2.6Code 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 3.1General ‑‑ An Employee shall be eligible to become a Member in the Plan on any date established in accordance with the administrative

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procedures adopted by the Committee which follows the date the Employee first completes an Hour of Service.

Section 3.2Rehire ‑‑ 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 4.1General ‑‑ 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

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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 4.2Automatic 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

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

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

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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,

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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

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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,

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Code Section 414(v). Such "catch-up contributions" shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415 or the limitations of Section 5.1(b). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of such "catch-up contributions."

Section 5.2Limitation 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.

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(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.

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(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.

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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;

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

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

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

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

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.

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(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

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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

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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),

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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.

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(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.

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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

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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

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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

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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

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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)

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(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

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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

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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

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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

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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

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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.

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Section 5.12Miscellaneous 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

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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

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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 Shares Fund," together with the earnings thereon held, managed, invested and reinvested by the Trustee consisting of Eaton Shares purchased by the Trustee, contributed by the Company or released from a Suspense Account and cash or cash equivalents as described in Section 6.5. In addition, in accordance with the Trust Agreement, the Investment Committee shall select or establish for investment of any portion of the Trust Fund (other than the Eaton Shares Fund) any other Fund or Funds and may modify or eliminate any such Fund. The term Fund may include an investment alternative such as

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a "self‑managed brokerage account," which shall be subject to any rules, procedures and restrictions prescribed by the Committee and/or the Trustee, including, without limitation, fees and expenses (which may be deducted from such investment alternative and/or Accounts in the other Funds), minimum amounts of investment in such investment(s), and any requirement that any distribution, withdrawal or loan under the Plan shall be made only from the other Funds. In exercising its authority to establish, modify, and eliminate Funds (other than the Eaton Shares Fund) and investment 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.

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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.

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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 6.4Charges and Credits to Accounts ‑‑ Except as otherwise provided in Section 15.3, each Member's Company Contribution Account will be

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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 6.5Investment of Income Received; Cash Balances ‑‑ Subject to the provisions of Section 15.3, interest, cash dividends, shares dividends and capital gains of the Funds shall be held, invested and reinvested in the same Fund from 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

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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 6.7Diversification of Eaton Shares ‑‑ The provisions of this Section 6.7 shall apply to any investment in the Eaton Shares Fund so long as Eaton Shares are publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Member whose Accounts are invested, in whole or in part, in the Eaton Shares Fund shall be permitted to divest such investments and re-invest such Accounts in other Investment Funds provided under the Plan. The Plan shall offer at least three Investment Fund options as

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

ARTICLE VII. CREDITS AND ACCOUNTS

Section 7.1Credits ‑‑ 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 7.2Accounts ‑‑ 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.

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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 8.2Crediting 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

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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 8.3Crediting 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 8.4Vesting 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.

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ARTICLE IX. LOANS TO MEMBERS

Section 9.1Loan 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

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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 9.2Certain 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 9.3Certain 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

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promissory note executed by the Member which provides for a reasonable rate of interest as determined by the Committee and for repayment in substantially equal installments not less frequently than quarterly (i) within a specified period of time, which shall not extend beyond five (5) years from the date the loan is made unless the loan proceeds are used to acquire a dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Member, in which case the repayment period may be extended for up to ten (10) years from the date the loan is made, and (ii) upon such other terms and conditions as the Committee may determine including provision that (A) the loan shall be repaid pursuant to authorization by the Member of equal deductions from his Compensation (or pursuant to other payment methods permitted by the Committee in the event the Member is not receiving Compensation) over the repayment period sufficient to amortize fully the loan within the repayment period, (B) the loan shall be prepayable in whole (but not in part) at any time without penalty and (C) before any distribution or withdrawal is made from the Member's Account the loan shall be prepaid to the extent necessary in order that the then outstanding balance of the loan shall not exceed the amount which could be loaned under the limitations of Code Section 72(p) after reflecting such distribution or withdrawal. Pursuant to loan procedures approved by the Committee the repayment period may be adjusted consistently with regulatory guidance.

Section 9.4Default 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

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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 9.5Deceased Member ‑‑ If a Member dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire

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loan balance or may make payments with coupons in accordance with the procedures established by the Committee.

ARTICLE X. WITHDRAWALS DURING EMPLOYMENT

Section 10.1Withdrawals ‑‑ Subject to the rights of Members under Section 15.4, upon notice to the Committee a Member may elect to make a withdrawal from his Regular Account, Company Contribution Account or Deferred Compensation Account upon the conditions set forth below. The withdrawal may include one or more of the following steps, which must be made in sequence. In each instance the amount of contributions or earnings withdrawn shall be limited to the value thereof as of the Valuation Date applicable to such withdrawal under uniform rules of the Committee.

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

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

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

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;

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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 10.2Hardship 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,

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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,

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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

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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

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documents of general applicability. A withdrawal pursuant to this Section 10.2 shall result in a six (6) month suspension of the Member's Regular Contributions and Deferred Compensation Contributions made on the Member's behalf.

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

Section 10.4Other 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 10.5HEART 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

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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 Regular Contributions and Deferred Compensation Contributions are suspended and the Member shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions, including after-tax contributions, to all other plans maintained by the Company. 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.

Section 10.6Qualified Reservist Withdrawals‑‑ Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 10.6, a Member who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code) who is ordered or called to active duty for a period in excess of 179 days, or for an indefinite period, may apply for a withdrawal in an amount from his Account that is attributable to Deferred Compensation Contributions. Any distribution made to a Member pursuant to this Section 10.6 must be made during the period beginning on the

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date of his order to call to active duty and ending on the close of his active duty period. As provided under Code Section 72(t)(2)(G), such a withdrawal is not subject to the 10% penalty on early distributions.

ARTICLE XI. SETTLEMENT AFTER TERMINATION OF EMPLOYMENT

Section 11.1In 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 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

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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 11.2Retirement 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 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

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Member's notice, which may be the last day permitted for distribution under Section 11.5.

Section 11.3Death ‑‑ 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

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this Section 11.3 and in accordance with Treasury Regulations, except that the distribution method shall provide for distribution at least as rapidly as under the method of distribution being made to the Member as of the date of the Member's death. Distribution of the Member's Accounts will be made in cash, or in cash and in whole Eaton Shares to the extent his Accounts are then invested in the Eaton Shares Fund, as elected by the Beneficiary. In the absence of such election, distribution shall be made in cash. A Beneficiary shall be treated as a Member for purposes of Section 6.2(b), Section 6.3(b), Section 6.3(c), Section 15.3(d), and Section 15.5.

Section 11.4Other 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 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

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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

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(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 11.6Separate Accounting for Non-Vested Amounts ‑‑ If as of a Member's employment termination date the Member's vested interest in his Eaton

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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 11.7Disposition 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

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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 11.8Treatment of Forfeited Amounts ‑‑ Whenever the non-vested balance of a Member's Eaton Retirement Contributions Account is forfeited

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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 11.9Recrediting 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).

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(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.

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(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

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(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.

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(d)Required Minimum Distributions After Member's Death.

(1)Death On or After Date Distributions Begin.

(A)Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Member's death is the quotient obtained by dividing the Member's account balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member's designated beneficiary, determined as follows:

I.The Member's remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent calendar year following death.

II.If the Member's surviving spouse is the Member's sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Member's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in

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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

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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

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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).

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Section 11.11Rollovers 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

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instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Code Section 408A, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Code Section 408A(c)(3)(B). Notwithstanding the foregoing, the portion of a Member's Eligible Rollover Distribution that consists of his after-tax Regular Contributions may only be transferred to an individual retirement account or annuity described in Code Section 408(a) or (b) or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for such contributions, including separate accounting for the portion of such Eligible Rollover Distribution that is includible in income and the portion that is not includible in income. Notwithstanding the foregoing, effective for distributions made on and after April 1, 2007, an Eligible Retirement Plan with respect to a Qualified Distributee who is a nonspouse beneficiary means either an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (an "IRA"). Such IRA must be treated as an IRA inherited from the deceased Member by the Qualified Distributee and must be established in a manner that identifies it as such.

(c)"Qualified Distributee" means a Member, his surviving spouse, his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), or, for periods on and after April 1, 2007, a

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deceased Member's nonspouse beneficiary who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).

(d)"Direct Rollover" means a payment by the Plan to one or more Eligible Retirement Plans specified by the Qualified Distributee.

Section 11.12 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

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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 11.13Notice 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

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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; CLAIMS

Section 12.1Committee ‑‑ 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

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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

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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 12.3Committee 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.

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Section 12.4Reliance ‑‑ 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 12.5Indemnification ‑‑ 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

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of other rights to which any member of the Committee, the Investment Committee or employee may be entitled as a matter of law, contract or otherwise.

Section 12.6Claims ‑‑ The provisions of this Section 12.6 shall control with respect to the resolution of claims for benefits under the Plan. Whenever a claim for benefits under the Plan filed by any person (herein referred to as the "Claimant") is denied, whether in whole or in part, the Company shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, and (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives 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

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was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;

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

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

(d)any written material (offered as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to Section 12.6(c).

Within 60 days of the date determined pursuant to Section 12.6(a) or, if special circumstances require an extension, within 120 days of such date, the Committee shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall render its written decision on review to the Claimant. The Committee's decision on review shall be written in a manner calculated to be understood by the Claimant, shall specify the reasons and Plan provisions upon which the Committee's 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.

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

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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. TOP‑HEAVY PLAN REQUIREMENTS

Section 14.1Definitions ‑‑ For the purposes of this Article XIV, the following terms, when used with initial capital letters, shall have the following respective meanings:

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

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

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

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

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(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.

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(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

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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 14.2.

Section 14.2 Determination of Top‑Heavy Status

(a)Except as provided in Section 14.2(b), the Plan shall be a Top‑Heavy Plan if, as of a Determination Date:

(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

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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 14.2(a).

Section 14.3Top‑Heavy Plan Requirements ‑‑ If the Plan is a Top‑Heavy Plan for any Plan Year, the Plan shall then satisfy the following requirements for such Plan Year:

(a)The minimum vesting requirement as set forth in Section 14.4.

(b)The minimum contribution requirement as set forth in Section 14.5.

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

Section 14.4Minimum Vesting Requirement ‑‑ The minimum vesting requirement is satisfied by the provisions of Article VIII.

Section 14.5Minimum Contribution Requirement ‑‑ If the Plan is a Top‑Heavy Plan for any Plan Year:

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(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 14.5(a), contributions taken into account with respect to a Key Employee shall include like contributions under all other Defined

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

(c)The percentage minimum contribution requirement set forth in Section 14.5(a) may be reduced in accordance with Section 14.6(b).

Section 14.6 Coordination With Other Plans

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

(b)In the event that another Defined Contribution Plan or Defined Benefit Plan maintained by the Company provides contributions or benefits on behalf of Members in this Plan, such other plan(s) shall be taken into account in determining whether this Plan satisfies Section 14.3; and, the minimum contribution required for a Non‑Key Employee in this Plan under Section 14.5 will be reduced or eliminated if the Company maintains another qualified plan under which such minimums are required to be provided.

(c)In the event a Defined Benefit Plan maintained by the Company provides benefits on behalf of Members in this Plan, the provisions contained in Section 14.6(d) shall be applied in order to preclude either required duplication or inappropriate omission of minimum benefits or contributions.

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(d)Each Non‑Key Employee for whom a minimum contribution is required under Section 14.5 and for whom a minimum benefit is required under a Defined Benefit Plan maintained by the Company shall be provided with the minimum benefit under the Defined Benefit Plan(s), provided that such benefit shall be reduced by an amount (but such reduction shall not result in a minimum benefit of less than zero) of benefits which (if the benefits provided under this Plan were converted to a benefit under the Defined Benefit Plan(s)) is the actuarial equivalent of the benefits provided by the vested portion of the Non‑Key Employee's account balance (including any prior distributions or withdrawals therefrom) in this Plan determined as of the Determination Date of the Plan Year for which the minimum benefit is to be provided and shall not be provided with such minimum contribution under this Plan.

Section 14.7Actuarial Assumptions ‑‑ For purposes of this Article, the actuarial assumptions which shall be used are those that are set forth in the Pension Plan.

Section 14.8Construction ‑‑ The term "present value of accrued benefits" as used in this Article shall in all appropriate cases include account balances of affected Employees.

ARTICLE XV. ESOP PROVISIONS

Section 15.1ESOP Feature ‑‑ The portion of the Plan that constitutes an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code is that portion of the assets of the Plan that is from time to time invested in the Eaton Shares Fund. The ESOP Feature, which is a stock bonus plan, is hereby formally

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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 15.2Borrowing 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

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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

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(3) payments made under such Acquisition Loan in prior Plan Years, and increased by (4) the proceeds of any sale of Eaton Shares held in the Suspense Account used to make payments on such Acquisition Loan. Such Contributions and earnings shall be accounted for separately in the books of account of the ESOP Feature of the Plan until the Acquisition Loan is repaid. Notwithstanding the foregoing, if at the date of termination of the Plan, the Trustee remains indebted under any Acquisition Loan, the Committee may instruct the Trustee, prior to making the final Plan allocations, to pay accrued interest and principal and to prepay the remaining principal balance of the Acquisition Loan with Eaton Shares held in the Suspense Account or with the proceeds of a sale or other disposition of such Eaton Shares. If any assets remain in the Suspense Account after all Acquisition Loans have been fully discharged, such assets shall be allocated as income of the Trust Fund for the Plan Year in which the Plan terminates.

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

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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

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(a), an additional number of shares equal to such difference shall be released from the Suspense Account for such Plan Year and allocated to Members' Company Contribution Accounts.

(c)Notwithstanding the foregoing, for a Plan Year the Committee in its discretion may release Eaton Shares from a Suspense Account solely with reference to principal payments made under an Acquisition Loan, if (i) this method of release is consistent with the terms of the Acquisition Loan; (ii) the Acquisition Loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten years; and (iii) the interest portion of any annual payment would be determined to be interest under standard loan amortization tables. If an Acquisition Loan is renewed, extended or refinanced, and the sum of (A) the expired duration of the original loan and (B) the renewal period, extension period or the duration of the new Acquisition Loan, whichever applies, exceeds ten years, then Eaton Shares held in the Suspense Account will thereafter be released with reference to principal and interest payments in the manner set forth in Section 15.3(b).

(d)Any dividends (other than shares dividends) on Eaton Shares in a Suspense Account or on Eaton Shares (whether or not purchased with an Acquisition Loan) allocated to Company Contribution Accounts will be accounted for separately from other assets of the Trust Fund and will be used to pay interest and/or principal under Acquisition Loans until all such indebtedness has been retired. For purposes of allocating to Accounts Eaton Shares which have been released from a Suspense

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

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

(f)As soon as practicable following the release of Eaton Shares from a Suspense Account as a result of a loan amortization payment made in whole or in part with cash dividends on Eaton Shares held in Company Contribution Accounts (the "Allocated Dividends"), a portion of the total number of shares so released shall be transferred and allocated to the Company Contribution Accounts as provided in this Section 15.3(f). The total number of shares released on account of the loan amortization payment shall be multiplied by a fraction. The numerator of the fraction shall be the sum of (a) the amount of the Allocated Dividends and (b) the cash dividends on Eaton Shares held in the Suspense Account (the "Unallocated Dividends") and used to make the loan amortization payment. The denominator of the fraction shall be the fair market value of the total number of shares released as a result of the loan amortization payment. The number of released shares which is the product of such fraction shall first be transferred and allocated among the Members' or former Members' Accounts in the same proportion that each Member's or former Members' Allocated

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

(g)As soon as practicable following the end of each ESOP Allocation Period, all Eaton Shares that have been released from the Suspense Account as a result of loan amortization payments during such ESOP Allocation Period that have not and will not be transferred pursuant to Section 15.3(f) shall be transferred to the Company Contribution Accounts of Members pursuant to this Section 15.3(g). Such Shares shall be allocated and credited as instructed by the Committee to the Account of each Member who makes Matched Regular Contributions and/or Matched Deferred Compensation Contributions with each Member receiving a portion of such Shares determined by multiplying the number of such released Shares by a fraction, the numerator of which is the sum of the Matched Regular Contributions and Matched Deferred Compensation Contributions of the Member made for such ESOP Allocation Period, and the denominator of which is the total of all such Matched Regular

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Contributions and Matched Deferred Compensation Contributions made by all Members for such ESOP Allocation Period; provided, however, that the number of Eaton Shares 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 15.4Members Right to Diversify ‑‑ Notwithstanding any provision of the Plan to the contrary, a Member who has attained age 55 and completed at least ten (10) years of participation in the Plan may elect, following the end of each Plan Year during the Election Period (as defined below), to diversify to Funds (other than the Eaton Shares Fund) a portion of his Company Contribution Account balance equal to twenty‑five percent (25%) of his Company Contribution Account attributable to Company Contributions and earnings thereon, less the amounts subject to all prior

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

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2001 shall not be distributable under this Section 15.4 unless the Member is at least 59-1/2 years old.

Section 15.5Appraisal 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).

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

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

Section 15.8Distribution 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

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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

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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.

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(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

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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).

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

ARTICLE XVI. ADMINISTRATIVE COSTS

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,

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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 19.1Reservation 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.

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Section 19.2Retroactivity ‑‑ 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 19.3Termination ‑‑ 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

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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 19.4Provision 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

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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 20.1Merger 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 20.2Terms ‑‑ 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.

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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

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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

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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.

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(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-

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characterized as catch-up contributions shall be deemed to consist first of Deferred Compensation Contributions.

(5)If the Plan includes Deferred Compensation Contributions in determining contribution percentages for Highly Compensated Employees and does not satisfy the average contribution percentage test described in Section 5.9, any excess contributions that are to be distributed from a Highly Compensated Employee's Deferred Compensation Contributions Account in order to satisfy the average contribution percentage test shall be deemed to consist first of Roth 401(k) contributions.

(6)If excess Deferred Compensation Contributions are to be distributed as provided in paragraph (5) of this Section 20.4(f) and a Member is eligible to make catch-up contributions for the year, the excess to be re-characterized as catch-up contributions shall be deemed to consist first of Deferred Compensation Contributions.

(7)In-service withdrawals from a Transfer Participant's Roth Account may be made in accordance with the provisions of Article X if the Transfer Participant has incurred a hardship, as defined in accordance with the terms of Section 10.2. Any hardship withdrawal of Roth 401(k) contributions shall be subject to the same limitations and restrictions described in Article X as applicable to a hardship withdrawal of Deferred Compensation Contributions.

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Section 20.5 Merger of Wright Line LLC 401(k) Plan

(a)A transfer of assets was made to the Plan from the Wright Line LLC 401(k) Plan and its related trust (the "Wright Line Plan") on January 12, 2011 (the "Merger Date"), reflecting accounts under the Wright Line Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the Wright Line Plan (each a "Transferee"), which assets are being held, administered, and accounted for in accordance with the provisions of this Section 20.5.

(b)On and after the Merger Date, except as otherwise expressly provided in this Section 20.5, the general provisions of the Plan shall govern with respect to the interests under the Wright Line Plan of all persons, to the extent not inconsistent with any provisions of the Wright Line Plan that may not be eliminated under Code Section 411(d)(6) and the regulations thereunder.

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

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(d)Each separate Account established by reason of the transfer shall continue to be subject to the applicable vesting schedule in effect under the Wright Line Plan immediately prior to the Merger Date, including related service crediting provisions.

(e)If a person who was a participant under the Wright Line Plan incurred a forfeiture under the Wright Line Plan prior to the Merger Date or incurs a forfeiture pursuant to Section 20.5(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the Wright Line Plan as in effect prior to the Merger Date, such forfeiture shall be restored under the Plan in the same manner and under the same conditions as such forfeiture would have been restored under the Wright Line Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the Wright Line Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.5(d).

(f)Notwithstanding any other provision of the Plan to the contrary, any outstanding participant loan under the Wright Line Plan shall be repaid under the Plan and otherwise continue to be administered in accordance with its terms and the applicable provisions of the Wright Line Plan in effect at the time the loan was granted, provided that after the Merger Date there shall be no ongoing maintainance fees imposed.

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

(a)A transfer of assets was made to the Plan from the CopperLogic, Inc. 401(k) Plan & Trust (the "CopperLogic Plan") on February 24, 2011 (the "Merger

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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.

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(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.

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(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

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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

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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

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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.

Section 20.8 Merger of Cooper Retirement Savings and Stock Ownership Plan

(a)A transfer of assets is being made to the Plan from the Cooper Retirement Savings and Stock Ownership Plan and its related trust (the "COSAV Plan") effective as of the close of business on December 31, 2013, (the "Merger Date"), reflecting accounts under the COSAV Plan as of the Merger Date of those individuals who qualify as Employees hereunder and other individuals with accounts under the COSAV Plan (each a "Transferee"), which assets will be held, administered, and accounted for in accordance with the provisions of this Section 20.8.

(b)On and after the Merger Date, except as otherwise expressly provided in this Section 20.8, the general provisions of the Plan shall govern with respect to the interests under the COSAV Plan of all persons, to the extent not

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inconsistent with any provisions of the COSAV 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 COSAV Plan who is a Transferee as necessary to reflect that interest. 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 COSAV Plan are received by the Trustee and deposited in the Trust Fund there shall be credited to each such separate Account, as applicable, the value of such Transferee's prior separate account or sub account of the corresponding type under the COSAV Plan.

(d)Each separate Account established by reason of the transfer for a Transferee who is an Employee on January 1, 2014, reflecting “Company Retirement Contributions” made under the terms of the COSAV Plan shall, as of the Merger Date, be subject to the following vesting schedule:

Vesting Percentage	Years of Vesting Service
0	1
25	2
100	3

Each separate Account established by reason of the transfer for a Transferee who is not an Employee on January 1, 2014, reflecting “Company

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Retirement Contributions” made under the terms of the COSAV Plan shall, as of the Merger Date, be subject to the following vesting schedule:

Vesting Percentage	Years of Vesting Service
0	1
25	2
50	3
75	4
100	5

In the event that the application of the above applicable vesting schedule would at any time after the Merger Date result in a lower vesting percentage for any Transferee than the applicable vesting schedule in effect under the COSAV Plan immediately prior to the Merger Date, such Transferee shall be credited with such additional vesting service as may be necessary to attain the next highest percentage on the vesting schedule set forth above. For purposes of this Section 20.8(d), an Employee shall be credited with Years of Vesting Service for the aggregate of the periods of time between his employment commencement date or any reemployment commencement date and the severance date that next follows such employment commencement date or reemployment commencement date; provided, however, that an Employee who has a reemployment commencement date within the 12-consecutive-month period following the earlier of the first date of his absence or his severance date shall be credited with Years of Vesting Service for the period between his severance date and reemployment commencement date.

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Further, for purposes of this Section 20.8(d), the following shall apply:

(1)The "employment commencement date" of an Employee means the date he first completes an Hour of Service

(2)The "reemployment commencement date" of an Employee means the first date following a service break on which he again completes an Hour of Service

(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.

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(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 Cooper prior to its acquisition by Eaton.

(5)In determining the vested status of a separate Account established by reason of the transfer, in the case of any Transferee credited with at least three years of Vesting Service as of December 31, 2013, the definition of "Total and Permanent Disability" under the COSAV Plan shall continue to apply, if more favorable to the Transferee.

(e)Notwithstanding the provisions of Section 20.8(d), a Member shall be credited with Vesting Service for the period ending December 31, 2013, determined under the provisions of the COSAV Plan as in effect on that date, and for the Plan Year commencing January 1, 2014, he shall be credited with the amount of Vesting Service determined under provisions of the COSAV Plan as in effect on December 31, 2013, if greater than the amount otherwise credited under the Plan for that period. Moreover, any account maintained under the COSAV Plan which was fully vested under the terms thereof shall remain fully vested and nonforfeitable under the Plan.

(f)If a person who was a participant under the COSAV Plan incurred a forfeiture under the COSAV Plan prior to the Merger Date or incurs a forfeiture pursuant to Section 20.8(d) and resumes employment covered under the Plan such that restoration of that forfeiture would be required under the COSAV Plan as in effect prior to the Merger Date, such forfeiture shall be restored under the Plan in the same manner

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and under the same conditions as such forfeiture would have been restored under the COSAV Plan as in effect prior to the Merger Date. Any unapplied forfeiture under the COSAV Plan transferred to the Plan shall, as soon as practicable following the Merger Date, be applied to reduce Company Contributions under the Plan, as shall any forfeiture arising pursuant to Section 20.8(d).

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

(h)Notwithstanding any other provision of the Plan to the contrary, a Member who pursuant to the EACA provisions of the COSAV Plan would have been eligible to make a "Permissible Withdrawal" of an amount contributed prior to the Merger Date shall be eligible to make such a withdrawal as permitted under the terms of the COSAV Plan. Moreover, each Transferee may make withdrawals from his Accounts derived from the COSAV Plan pursuant to Sections 10.1 and 10.2 without regard to any restriction on the time at which a contribution was made.

(i)In the event that any separate Account established by reason of the transfer constitutes an interest under an employee stock ownership plan similar to the ESOP Feature, the protections of Article XV shall apply thereto.

(j)Prior to the Merger Date, a number of plans were merged into the COSAV Plan with certain benefits protected. Those merged plans and protected benefits are listed in Appendices A and B, and those protections shall continue to apply.

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(k)Under the terms of the COSAV Plan certain supplemental contributions (referred to herein as "supplemental Company Retirement Contributions") were made for certain participants and credited to an "IAR Account" under the COSAV Plan. Effective January 1, 2014, such accounts shall continue to be maintained under the Plan. Moreover, the Company shall continue to make such supplemental Company Retirement Contributions with respect to certain Members as set forth in Appendix C.

ARTICLE XXI. MISCELLANEOUS

Section 21.1Incapacity ‑‑ 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 21.2Limitation 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.

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Section 21.3No 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 21.4Rights 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 21.5Limitation 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 21.6Uniformed 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).

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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 21.7Profit‑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 21.8Miscellaneous 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.

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Section 21.9Election 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

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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 21.10Issuance of Eaton Shares -- Notwithstanding any other provision of this Plan, (a) Eaton Corporation plc shall not be obliged to issue any shares unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law and (b) Eaton Corporation plc shall not be obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

Section 21.11Leased Employee -- Any leased employee, other than an excludable leased employee, shall be treated as an employee of the Company for which he performs services for all purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k), 408(p), 410, 411, 415, and 416 of the Code; provided, however, that no leased employee shall accrue a benefit hereunder based on service as a leased employee except as otherwise specifically provided in the Plan. A "leased employee" means any person who performs services for the Company or a Controlled Group Member (the "recipient") (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction or control by the recipient. An "excludable leased employee" means any leased employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization

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which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation (as referenced in Section 5.7), (ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipient's nonhighly compensated work force. For purposes of this Section 21.11, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the recipient shall be treated as provided by the recipient.

Section 21.12Applicable Law and Forum Selection -- Except to the extent governed by Federal law, the Plan shall be administered and interpreted in accordance with the laws of the State of Ohio. Any proceeding arising out of or relating to the Plan shall be adjudicated in the federal courts for the Northern District of Ohio or in the courts of the State of Ohio located in the district embraced by the federal courts for the Northern District of Ohio.

Section 21.13Correction of Plan Failures -- The Company may correct any error as it deems appropriate, including, without limitation, as provided by IRS Employee Plans Compliance Resolution System, as amended from time to time.

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ARTICLE XXII. TRANSFER OF FUNDS; ROLLOVERS

Section 22.1Transfer 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 22.2Transfer 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 22.3Rollover 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

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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) 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.

(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.

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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

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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 23.1Definitions ‑‑ 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 23.2Deductible 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

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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 23.3Irrevocable 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

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

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

Section 23.6 Withdrawals from Voluntary Deductible Account

(a)Ordinarily, no distributions may be made to a Participant from his Voluntary Deductible Account prior to the date on which he becomes age 59‑1/2, except that distribution of all or a part of a Participant's Voluntary Deductible Account may be made prior to a Participant's becoming age 59‑1/2 on account of the Participant's death, disability within the meaning of the Code Section 72(m)(7) and Regulations pursuant

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

(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

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

ARTICLE XXIV. EFFECTIVE DATES

Section 24.1General ‑‑ Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2014. 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, 2014, with respect to periods prior to January 1, 2014. The provisions of this amendment and restatement supersede those of any prior restatement to the extent inconsistent herewith.

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Section 24.2Legal 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

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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
__________________, 2013	By:
Cleveland, Ohio

11781515.6

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APPENDIX A
TRANSFEROR PLANS

Listing of Plans Merged into the COSAV Plan

Plan	Effective Date on which Assets and Liabilities transferred to the Plan
(1) McGraw-Edison Savings and Sharing Plan	07/01/86
(2) McGraw-Edison Profit Sharing Plan	07/01/86
(3) Campbell Chain Profit-Sharing Plan	07/01/86
(4) Turner Profit-Sharing Plan	07/01/86
(5) McGraw-Edison Thrift Plan	07/01/86
(6) McGraw-Edison Consolidated Retirement Plan	07/01/86 (active employees only)
(7) GATX Profit-Sharing Plan	02/01/87
(8) Joy Manufacturing Company Savings Plan	08/01/87 (Petroleum Equipment Group only)
(9) Joy Manufacturing Company Savings Plan	01/01/88 (Molded Rubber Products Group only)
(10) Joy Manufacturing Company Savings Plan	06/01/88 (Compressor Group only)
(11) USD Plan	04/01/88
(12) Champion Spark Plug Company Salaried Employees’ Deferred Savings Plan	08/01/90
(13) Cameron Iron Works USA, Inc. Savings Investment Plan	09/01/90

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(14) Cooper Industries, Inc. Consolidated Retirement Plan	12/31/91
(15) Auto Components, Inc. Profit Sharing Plan	01/01/94
(16) Moog Automotive, Inc. Temperature Control Division 401(k) Plan	01/01/94
(17) Moog Automotive, Inc. Temperature Control Division Profit Sharing Plan	01/01/94
(18) Zanxx, Inc. 401(k) Salary Reduction Plan	11/10/94
(19) Precision Universal Joint Hourly Profit Sharing Plan	02/28/95
(20) Master Power, Inc. 401(k) Retirement Savings Plan	07/01/97
(21) Rolero-Omega Voluntary Retirement Savings Plan and Trust	07/01/97
(22) Thepitt Hourly Savings Plan	08/31/98 (salaried employees only)
(23) Neo-Ray Products, Inc. 401(k) Profit Sharing Plan	01/01/00
(24) Atlite Lighting Equipment, Inc. 401(k) Plan	01/01/00
(25) Wheelock, Inc. Section 401(k) Profit Sharing Plan	12/31/06
(26) Cannon Technologies Inc. Profit Sharing Plan	12/31/06
(27) Cooper US, Inc. Profit Sharing Plan	04/30/07
(28) Madah-Com Inc. 401(k) Profit Sharing Plan	12/31/07
(29) iO Lighting 401(k) Plan	12/31/07
(30) Roam Secure 401(k) Plan	06/30/08

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(31) GS Metals Corp Retirement Savings Plan	01/01/09
(32) Sure Power, Inc. 401(k) Profit Sharing Plan	01/01/09
(33) MTL Incorporated 401(k) Profit Sharing Plan	01/01/09
	01/01/12
(34) Martek Power Retirement Savings Plan

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APPENDIX BCOSAV MERGED PLANS AND PROTECTED BENEFITS

The following provisions detail certain benefits as protected under the terms of the COSAV Plan; references therein to the “Plan” are to the COSAV Plan as in effect on December 31, 2013, and capitalized terms used therein refer to definitions found in said COSAV Plan. Such benefit protections shall continue to apply after the merger described in Section 20.8 of the Plan. Notwithstanding any other terms of the Plan to the contrary, in the event of any conflict, the following provisions of this Appendix B supersede and control over terms described elsewhere, for the affected participants only to the extent described below:

1. Merger of the Wheelock, Inc. Section 401(k) Profit Sharing Plan

a. Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan were 100% vested in their accrued employer contributions upon the merger into this Plan.

b. Active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2006 are 100% vested in all future Company Retirement Contributions made under the Plan.

c. Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.

d. All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

e. The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan will be age 60 under this Plan.

2. Merger of the Cannon Technologies Inc. Profit Sharing Plan

a. Active Participants as of December 31, 2006, in the Cannon Technologies Inc. Profit Sharing Plan are 100% vested in their accrued employer contributions upon the merger into this Plan.

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b. Active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had three or more Years of Service as of December 31, 2006, are 100% vested in all future Company Retirement Contributions made under the Plan.

c. Future Company Retirement Contributions, for all active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.

d. All years of service that a participant accrued under the Cannon Technologies Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

3. Merger of the Cooper US, Inc. Profit Sharing Plan

a. Active Participants as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.

b. All years of service that a participant has accrued under the Cooper US, Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.

c. Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Cooper US, Inc. Profit Sharing Plan as of April 30, 2007, will be subject to the vesting schedule under this Plan.

d. Participants with an Account Balance as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan shall become 100% vested in all Employer contributions under this Plan the first of the month following attainment of age 55.

4. Merger of the Madah-com Inc. 401(k) Profit Sharing Plan

a. Active participants as of December 31, 2007, in the Madah-Com Inc. 401(k) Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.

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b. Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Madah-Com Inc. 401(k) Profit Sharing Plan as of December 31, 2007, are subject to the vesting schedule under this Plan.

c. All years of service that a participant has accrued under the Madah-Com Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

5. Merger of the iO Lighting 401(k) Plan

a. All years of service that a participant has accrued under the iO Lighting 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.

6. Merger of the Roam Secure 401(k) Plan

a. All years of service that a participant has accrued under the Roam Secure 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.

7. Merger of the GS Metals Corp Retirement Savings Plan

a. Active Participants as of December 31, 2008, in the GS Metals Corp Retirement Savings Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.

b. All years of service that a participant has accrued under the GS Metals Corp Retirement Savings Plan will be recognized for purposes of determining a Member’s vested interest in future Company Retirement Contributions under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.

c. The normal retirement age for all former participants of the GS Metals Corp Retirement Savings Plan will be the later of age 55 or the fifth anniversary of the participant’s Employment Commencement Date.

8. Merger of the Sure Power, Inc. 401(k) Profit Sharing Plan

a. Active Participants as of December 31, 2008, in the Sure Power, Inc. 401(k) Profit Sharing Plan were 100% vested in their accrued employer nonelective contributions upon the merger into this Plan.

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b. Active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 are 100% vested in all future Company Retirement Contributions made under the Plan.

c. Future Company Retirement Contributions for all active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.

d. All years of service that a participant accrued under the Sure Power, Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

9. Merger of the MTL Incorporated 401(k) Profit Sharing Plan

a. Active Participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.

b. The accrued nonelective contributions of active participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan continue to vest according the vesting schedule defined under the MTL Incorporated 401(k) Profit Sharing Plan

c. Active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 will continue to vest according to the nonelective vesting schedule as defined under the MTL Incorporated 401(k) Profit Sharing Plan for purposes of future Company Retirement Contributions made under the Plan.

d. Future Company Retirement Contributions for all active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.

e. All years of service that a participant accrued under the MTL Incorporated 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.

10. Merger of the Martek Power Retirement Savings Plan

a. All years of service that a participant accrued under the terms of the Martek Power Retirement Savings Plan (“Martek Plan”) as of December

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31, 2011 (the “Martek Date”) are recognized for purposes of determining a Member’s vested interest under this Plan.

b. The accrued Matching Contributions in the Martek Plan of active participants as of the Martek Date continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.

c. All Matching Contributions to the Plan occurring after the Martek Date on behalf of all former Martek Plan participants will be 100% vested at all times.

d. The accrued Nonelective Contributions in the Martek Plan of active participants as of the Martek Date, continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.

e. Active participants with three or more years of service under the terms of the Martek Plan as of the Martek Date, continue to vest according to the Nonelective Contribution vesting schedule as defined under the Martek Plan as of the Martek Date for purposes of Company Retirement Contributions made under the Plan.

f. All Company Retirement Contributions to the Plan occurring after the Martek Date are subject to the vesting schedule specified under the Plan, for those former Martek Plan participants with less than three years of service under the terms of the Martek Plan as of the Martek Date.

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APPENDIX C

IAR ADDENDA FOR SUPPLEMENTAL CONTRIBUTIONS

This Appendix C sets forth provisions relating to supplemental Company Retirement Contributions referenced in Section 20.8(l) and contains IAR Addenda earlier included in the COSAV Plan applicable to Participating Units identified therein. Amounts credited to the IAR Accounts hereunder shall be fully vested at all times. The supplemental Company Retirement Contributions and IAR Accounts shall be subject to the terms of the Plan that apply to Accounts generally. In addition to the provisions of Article II, the following definitions shall also apply for purposes of this Appendix C.

(1) Company Retirement Contributions.  The term “Company Retirement Contributions” shall mean the profit sharing contributions made to the Plan in accordance with the provisions of an IAR Addendum.

(2) IAR Account. The term "IAR Account" shall mean the separate account to which the Company Retirement Contributions are allocated and credited in accordance with the provisions of an Addendum.

(3) Participating Unit. The term "Participating Unit" shall mean an employment unit or facility named in an Addendum with respect to which Company Retirement Contributions are made on behalf of a Member.

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IAR ADDENDUM I

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

RTE COMPONENTS AT PEWAUKEE, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.

A. NAME OF PARTICIPATING UNIT:

The Pewaukee, Wisconsin RTE Components facility of the Cooper Power Systems Division of the Company (262).

B. COMPANY RETIREMENT CONTRIBUTIONS:

On and after October 1, 1989, the Company shall make a Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List on file with the Committee as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

1. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage                            

Monthly Additional

Year of Birth    Credit Amount    

1939    $60.00

1938    $60.00

1937    $65.00

1936    $65.00

1935    $70.00

1934 or earlier    $75.00

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2. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage    

Monthly Additional

Year of Birth    Credit Amount    

1939    $105.00

1938    $110.00

1937    $115.00

1936    $120.00

1935    $125.00

1934 or earlier    $130.00

3. Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989    

Monthly Additional

Year of Birth    Credit Amount    

1964 or later    $10.00

1963    $11.00

1962    $13.00

1961    $15.00

1960    $17.00

1959    $19.00

1958    $21.00

1957    $23.00

1956    $25.00

1955    $27.00

1954    $29.00

1953    $31.00

1952    $34.00

1951    $37.00

1950    $40.00

1949    $44.00

1948    $48.00

1947    $52.00

1946    $54.00

1945    $60.00

1944    $65.00

1943    $70.00

1942    $75.00

1941    $80.00

1940    $90.00

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IAR ADDENDUM II

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS RTE

DISTRIBUTION TRANSFORMERS PLANT AT WAUKESHA, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.

A. NAME OF PARTICIPATING UNIT:

The Waukesha, Wisconsin RTE Distribution Transformers facility of the Cooper Power Systems Division of the Company (263).

B. COMPANY RETIREMENT CONTRIBUTIONS:

On and after October 1, 1989, the Company shall make a Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List on file with the Committee as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

1. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage                            

Monthly Additional

Year of Birth    Credit Amount    

1939    $60.00

1938    $60.00

1937    $65.00

1936    $65.00

1935    $70.00

1934 or earlier    $75.00

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2. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not select retiree medical coverage    

Monthly Additional

Year of Birth    Credit Amount    

1939    $105.00

1938    $110.00

1937    $115.00

1936    $120.00

1935    $125.00

1934 or earlier    $130.00

3. Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989    

Monthly Additional

Year of Birth    Credit Amount    

1964 or later    $10.00

1963    $11.00

1962    $13.00

1961    $15.00

1960    $17.00

1959    $19.00

1958    $21.00

1957    $23.00

1956    $25.00

1955    $27.00

1954    $29.00

1953    $31.00

1952    $34.00

1951    $37.00

1950    $40.00

1949    $44.00

1948    $48.00

1947    $52.00

1946    $54.00

1945    $60.00

1944    $65.00

1943    $70.00

1942    $75.00

1941    $80.00

1940    $90.00

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IAR ADDENDUM III

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN OLEAN, NEW YORK

This Addendum relates to the Participating Unit set forth in Paragraph A below.

A. NAME OF PARTICIPATING UNIT:

The Olean, New York facility of the Cooper Power Systems, Inc. (197).

B. COMPANY RETIREMENT CONTRIBUTIONS:

On and after October 1, 1989, the Company shall make a Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List on file with the Committee as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

1. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage                            

Monthly Additional

Year of Birth    Credit Amount    

1939    $60.00

1938    $60.00

1937    $65.00

1936    $65.00

1935    $70.00

1934 or earlier    $75.00

C-6

2. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage    

Monthly Additional

Year of Birth    Credit Amount    

1939    $105.00

1938    $110.00

1937    $115.00

1936    $120.00

1935    $125.00

1934 or earlier    $130.00

3. Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989    

Monthly Additional

Year of Birth    Credit Amount    

1964 or later    $10.00

1963    $11.00

1962    $13.00

1961    $15.00

1960    $17.00

1959    $19.00

1958    $21.00

1957    $23.00

1956    $25.00

1955    $27.00

1954    $29.00

1953    $31.00

1952    $34.00

1951    $37.00

1950    $40.00

1949    $44.00

1948    $48.00

1947    $52.00

1946    $54.00

1945    $60.00

1944    $65.00

1943    $70.00

1942    $75.00

1941    $80.00

1940    $90.00

C-7

IAR ADDENDUM IV

HOURLY EMPLOYEES OF COOPER POWER SYSTEMS

IN SOUTH MILWAUKEE, WISCONSIN

This Addendum relates to the Participating Unit set forth in Paragraph A below.

A. NAME OF PARTICIPATING UNIT:

The South Milwaukee, Wisconsin facility operation of the Cooper Power Systems, Inc. (200).

B. COMPANY RETIREMENT CONTRIBUTIONS:

On and after October 1, 1989, the Company shall make a Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List on file with the Committee as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

1. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage                            

Monthly Additional

Year of Birth    Credit Amount    

1939    $60.00

1938    $60.00

1937    $65.00

1936    $65.00

1935    $70.00

1934 or earlier    $75.00

C-8

2. Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage    

Monthly Additional

Year of Birth    Credit Amount    

1939    $105.00

1938    $110.00

1937    $115.00

1936    $120.00

1935    $125.00

1934 or earlier    $130.00

3. Active Members on October 1, 1989, who had not attained age 50 on December 31, 1989    

Monthly Additional

Year of Birth    Credit Amount    

1964 or later    $10.00

1963    $11.00

1962    $13.00

1961    $15.00

1960    $17.00

1959    $19.00

1958    $21.00

1957    $23.00

1956    $25.00

1955    $27.00

1954    $29.00

1953    $31.00

1952    $34.00

1951    $37.00

1950    $40.00

1949    $44.00

1948    $48.00

1947    $52.00

1946    $54.00

1945    $60.00

1944    $65.00

1943    $70.00

1942    $75.00

1941    $80.00

1940    $90.00

C-9

C-10

EX-10.TT

Exhibit 10(tt)

EATON PERSONAL INVESTMENT PLAN2014 Restatement

TABLE OF CONTENTS
PREAMBLE

ARTICLE I DEFINITIONS	………………………………………...2
1.1 PLAN DEFINITIONS	………………………………………...2
1.2 INTERPRETATION	………………………………………...6
ARTICLE II SERVICE	………………………………………...7
2.1 DEFINITIONS	………………………………………...7
2.2 CREDITING OF HOURS OF SERVICE	………………………………………...7
2.3 CREDITING OF CONTINUOUS SERVICE	………………………………………...7
2.4 ELIGIBILITY SERVICE	………………………………………...8
2.5 VESTING SERVICE	………………………………………...8
ARTICLE III ELIGIBILITY	………………………………………...9
3.1 ELIGIBILITY	………………………………………...9
3.2 TRANSFERS OF EMPLOYMENT	………………………………………...9
3.3 REEMPLOYMENT	………………………………………...9
3.4 NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES	………………………………………...9
3.5 EFFECT AND DURATION	………………………………………...10
ARTICLE IV TAX‑DEFERRED CONTRIBUTIONS	………………………………………...11
4.1 TAX-DEFERRED CONTRIBUTIONS	………………………………………...11
4.2 AMOUNT OF TAX‑DEFERRED CONTRIBUTIONS	………………………………………...11
4.3 CHANGES IN REDUCTION AUTHORIZATION	………………………………………...11
4.4 SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS	………………………………………...11
4.5 RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS	………………………………………...12
4.6 DELIVERY OF TAX-DEFERRED CONTRIBUTIONS	………………………………………...12
4.7 VESTING OF TAX-DEFERRED CONTRIBUTIONS	………………………………………...12
4.8 CATCH-UP CONTRIBUTIONS	………………………………………...12
ARTICLE V AFTER‑TAX AND ROLLOVER CONTRIBUTIONS	………………………………………...13
5.1 AFTER‑TAX CONTRIBUTIONS	………………………………………...13
5.2 AMOUNT OF AFTER‑TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING	………………………………………...13
5.3 CHANGES IN PAYROLL WITHHOLDING AUTHORIZATION	………………………………………...13
5.4 SUSPENSION OF AFTER‑TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING	………………………………………...13
5.5 RESUMPTION OF AFTER‑TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING	………………………………………...14
5.6 ROLLOVER CONTRIBUTIONS	………………………………………...14
5.7 DELIVERY OF AFTER-TAX CONTRIBUTIONS	………………………………………...15

5.8 VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS	………………………………………...15
5.9 OVERALL LIMITATION ON TAX-DEFERRED CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS	………………………………………...15
ARTICLE VI EMPLOYER CONTRIBUTIONS	………………………………………...16
6.1NO EMPLOYER CONTRIBUTIONS	………………………………………...16
ARTICLE VII LIMITATIONS ON CONTRIBUTIONS	………………………………………...17
7.1 DEFINITIONS	………………………………………...20
7.2 CODE SECTION 402(G) LIMIT	………………………………………...19
7.3 DISTRIBUTION OF EXCESS DEFERRALS	………………………………………...20
7.4 LIMITATION ON TAX‑DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES	………………………………………...21
7.5 DETERMINATION AND DISTRIBUTION OF EXCESS TAX‑DEFERRED CONTRIBUTIONS	………………………………………...22
7.6 LIMITATION ON CERTAIN CONTRIBUTIONS, INCLUDING AFTER‑TAX CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES	………………………………………...23
7.7 DETERMINATION AND FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS	………………………………………...24
7.8 MISCELLANEOUS ADP/ACP TESTING PROVISIONS	………………………………………...25
7.9 DETERMINATION OF INCOME OR LOSS	………………………………………...26
7.10 CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND FORFEITURES	………………………………………...26
7.11 COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN	………………………………………...26
7.12 CORRECTION PROVISION	………………………………………...27
7.13 SCOPE OF LIMITATIONS	………………………………………...27
ARTICLE VIII TRUST FUNDS AND SEPARATE ACCOUNTS	………………………………………...28
8.1 GENERAL FUND	………………………………………...28
8.2 INVESTMENT FUNDS	………………………………………...28
8.3 LOAN INVESTMENT FUND	………………………………………...28
8.4 INCOME ON TRUST	………………………………………...29
8.5 SEPARATE ACCOUNTS	………………………………………...29
8.6 SUB-ACCOUNTS	………………………………………...29
8.7 VOTING OF EMPLOYER STOCK AND PROCEDURES REGARDING TENDER OFFERS	………………………………………...29
ARTICLE IX LIFE INSURANCE CONTRACTS	………………………………………...30
9.1 NO LIFE INSURANCE CONTRACTS	………………………………………...30
ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS	………………………………………...31
10.1 FUTURE CONTRIBUTION INVESTMENT ELECTIONS	………………………………………...31
10.2 DEPOSIT OF CONTRIBUTIONS	………………………………………...31
10.3 FUND TRANSFERS	………………………………………...31
10.4 INVESTMENT OF EMPLOYER CONTRIBUTIONS	………………………………………...31
10.5 DIVERSIFICATION OF EMPLOYER STOCK	………………………………………...32

ARTICLE XI CREDITING AND VALUING SEPARATE ACCOUNTS	………………………………………...33
11.1 CREDITING SEPARATE ACCOUNTS	………………………………………...33
11.2 VALUING SEPARATE ACCOUNTS	………………………………………...33
11.3 PLAN VALUATION PROCEDURES	………………………………………...33
11.4 FINALITY OF DETERMINATIONS	………………………………………...34
11.5 NOTIFICATION	………………………………………...34
ARTICLE XII LOANS	………………………………………...35
12.1 APPLICATION FOR LOAN	………………………………………...35
12.2 REDUCTION OF ACCOUNT UPON DISTRIBUTION	………………………………………...35
12.3 REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION	………………………………………...35
12.4 ADMINISTRATION OF LOAN INVESTMENT FUND	………………………………………...36
12.5 DEFAULT	………………………………………...36
12.6 SPECIAL RULES APPLICABLE TO LOANS	………………………………………...37
12.7 LOANS GRANTED PRIOR TO AMENDMENT OR UPON PLAN MERGER	………………………………………...37
ARTICLE XIII WITHDRAWALS WHILE EMPLOYED	………………………………………...38
13.1 WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS	………………………………………...38
13.2 WITHDRAWALS OF ROLLOVER CONTRIBUTIONS	………………………………………...38
13.3 WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS	………………………………………...38
13.4 LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS	………………………………………...38
13.5 CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS	………………………………………...38
13.6 ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB‑ACCOUNTS	………………………………………...40
13.7 RESTRICTIONS ON WITHDRAWAL OF CERTAIN TRANSFERRED AMOUNTS	………………………………………...40
13.8 HEART ACT RESERVIST WITHDRAWALS	………………………………………...40
13.9 QUALIFIED RESERVIST DISTRIBUTIONS	………………………………………...40
ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE	………………………………………...42
14.1 TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE	………………………………………...42
ARTICLE XV DISTRIBUTIONS	………………………………………...43
15.1 DISTRIBUTIONS TO PARTICIPANTS	………………………………………...43
15.2 DISTRIBUTIONS TO BENEFICIARIES	………………………………………...43
15.3 CASH OUTS AND PARTICIPANT CONSENT	………………………………………...43
15.4 REQUIRED COMMENCEMENT OF DISTRIBUTION	………………………………………...44
15.5 MINIMUM DISTRIBUTION REQUIREMENTS	………………………………………...44
15.6 REEMPLOYMENT OF A PARTICIPANT	………………………………………...49
15.7 RESTRICTIONS ON ALIENATION	………………………………………...49
15.8 FACILITY OF PAYMENT	………………………………………...49
15.9 UNCLAIMED ACCOUNTS	………………………………………...49

15.10 DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS	………………………………………...50
15.11 DEFAULT TO DISCONTINUE 2009 RMDS	………………………………………...50
ARTICLE XVI FORM OF PAYMENT	………………………………………...52
16.1 FORM OF PAYMENT	………………………………………...52
16.2 DIRECT ROLLOVER	………………………………………...52
16.3 NOTICE REGARDING FORM OF PAYMENT	………………………………………...53
16.4 DISTRIBUTION IN THE FORM OF EMPLOYER STOCK	………………………………………...54
ARTICLE XVII BENEFICIARIES	………………………………………...55
17.1 DESIGNATION OF BENEFICIARY	………………………………………...55
17.2 SPOUSAL CONSENT REQUIREMENTS	………………………………………...55
ARTICLE XVIII ADMINISTRATION	………………………………………...56
18.1 COMMITTEE	………………………………………...56
18.2 FIDUCIARY RESPONSIBILITY	………………………………………...56
18.3 COMMITTEE POWER AND RULES	………………………………………...57
18.4 RELIANCE	………………………………………...57
18.5 INDEMNIFICATION	………………………………………...57
18.6 CLAIMS REVIEW PROCEDURE	………………………………………...58
18.7 QUALIFIED DOMESTIC RELATIONS ORDERS	………………………………………...59
ARTICLE XIX AMENDMENT AND TERMINATION	………………………………………...60
19.1 AMENDMENT	………………………………………...60
19.2 LIMITATION ON AMENDMENT	………………………………………...60
19.3 TERMINATION	………………………………………...60
19.4 REORGANIZATION	………………………………………...61
19.5 WITHDRAWAL OF AN EMPLOYER	………………………………………...62
ARTICLE XX ADOPTION BY RELATED COMPANIES	………………………………………...63
20.1 ADOPTION BY RELATED COMPANIES	………………………………………...63
20.2 EXTENSION OF COVERAGE	………………………………………...63
20.3 EFFECTIVE PLAN PROVISIONS	………………………………………...63
ARTICLE XXI MISCELLANEOUS PROVISIONS	………………………………………...64
21.1 NO COMMITMENT AS TO EMPLOYMENT	………………………………………...64
21.2 BENEFITS	………………………………………...64
21.3 NO GUARANTEES	………………………………………...64
21.4 EXPENSES	………………………………………...64
21.5 PRECEDENT	………………………………………...64
21.6 DUTY TO FURNISH INFORMATION	………………………………………...64
21.7 WITHHOLDING	………………………………………...65
21.8 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS	………………………………………...65
21.9 CORRECTION OF PLAN FAILURES	………………………………………...65
21.10 CONDITION ON EMPLOYER CONTRIBUTIONS	………………………………………...65
21.11 RETURN OF CONTRIBUTIONS TO AN EMPLOYER	………………………………………...65

21.12 VALIDITY OF PLAN AND FORUM SELECTION	………………………………………...66
21.13 TRUST AGREEMENT	………………………………………...66
21.14 PARTIES BOUND	………………………………………...66
21.15 APPLICATION OF CERTAIN PLAN PROVISIONS	………………………………………...66
21.16 LEASED EMPLOYEES	………………………………………...66
21.17 TRANSFERRED FUNDS	………………………………………...67
21.18 CERTAIN PROVISIONS NOT APPLICABLE TO BARGAINING UNITS	………………………………………...67
21.19 UNIFORMED SERVICES	………………………………………...67
21.20 TRANSFER FROM OTHER QUALIFIED PLANS	………………………………………...67
21.21 TRANSFER TO OTHER QUALIFIED PLANS	………………………………………...68
21.22 ISSUANCE OF EMPLOYER STOCK	………………………………………...68
ARTICLE XXII MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES	………………………………………...69
22.1 MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES	………………………………………...69
22.2 SEPARATE ACCOUNTS	………………………………………...69
22.3 CONTINUING PROVISIONS	………………………………………...69
ARTICLE XXIII MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(K) PLAN & TRUST	………………………………………...70
23.1 MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(K) PLAN & TRUST	………………………………………...70
23.2 SEPARATE ACCOUNTS	………………………………………...70
23.3 CONTINUING PROVISIONS	………………………………………...70
ARTICLE XXIV EFFECTIVE DATE	………………………………………...71
24.1 GENERAL	………………………………………...71
24.2 LEGAL COMPLIANCE EFFECTIVE DATE PROVISIONS	………………………………………...71
SCHEDULE I - SCHEDULE OF COVERED GROUPS	………………………………………...73
COVERED GROUP ADDENDA	………………………………………...75
APPENDIX A - IAR CONTINUING PROVISIONS	...……………………………………...A-1

PREAMBLE

The Eaton Personal Investment Plan (known for periods prior to January 1, 2002, as the "Eaton Corporation 401(k) Savings Plan") (the “Plan”), originally effective as of July 1, 1996, and presently maintained under an amended and restated document made effective January 1, 2010, as amended, is hereby amended and restated in its entirety effective January 1, 2014, and such other dates as are expressly provided herein. The Plan, as amended and restated hereby, is intended to qualify as a profit‑sharing plan under Section 401(a) of the Code, and includes a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in his Separate Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date.

1

ARTICLE I

DEFINITIONS

1.1 Plan Definitions

As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

The "Administrator" means the Sponsor unless the Sponsor designates another person or persons to act as such.

An "After‑Tax Contribution" means any after‑tax employee contribution made by a Participant as may be permitted under Article V.

The "Beneficiary" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.

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

The "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The "Committee" means the Pension Administration Committee appointed by the Board to which various fiduciary and administrative functions have been allocated.

The "Compensation" of a Participant means base compensation plus overtime, shift premiums, local incentives (such as gainsharing), geographic differential, lump sum merit payments, and compensation for time not worked (including vacation, holiday, sick time, bereavement, jury duty, military duty, and time off for union business), excluding, however, any amounts paid in lieu of taking vacation, and any short term disability benefit that is less than 100% of base pay. For purposes of this definition of Compensation, if a Participant has a severance from employment (as defined in Treasury Regulation Section 1.401(k)-1(d)(2)) with an Employer and all Related Companies, Compensation shall not include amounts received by the Participant following such severance from employment except amounts that would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid following termination of employment during a 30 day administrative period, but not later than 2 ½ months after such severance.

In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $200,000 (subject to adjustment annually as provided in Section 401(a)

2

(17)(B) and Section 415(d) of the Code; provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

Notwithstanding any other provision of the Plan to the contrary, if a Participant is absent from employment as an Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his Compensation will include any differential pay, as defined hereunder, he receives or is entitled to receive from his Employer. For purposes hereof, "differential pay" means any payment made to the Participant by the Employer after December 31, 2008, with respect to a period during which the Participant is performing service in the uniformed services while on active duty for a period of more than 30 days that represents all or a portion of the wages the Participant would have received if he had continued employment with the Employer as an Employee.

A "Covered Group" means a group of employees included in a unit of employees covered by a collective bargaining agreement between an Employer and employee representatives (a "bargaining unit") authorizing participation in the Plan and listed on Schedule I, the Schedule of Covered Groups, attached to and made a part of the Plan. At the direction of the Sponsor, a bargaining unit may become a Covered Group under the Plan in connection with the merger of a plan maintained with respect to the bargaining unit into the Plan and the related transfer of funds, as described in Section 21.17.

A "Covered Group Addendum" means an addendum which is part of the Plan containing certain overriding provisions applicable with respect to a Covered Group.

An "Eligible Employee" means any Employee who has met the eligibility requirements of Article III to have Tax‑Deferred Contributions made to the Plan on his behalf.

The "Eligibility Service" of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III or Article VI.

An "Employee" means an employee of an Employer who is a member of a Covered Group.

An "Employer" means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.

An "Employer Contribution" means the amount, if any, that an Employer contributes to the Plan as may be provided pursuant to Article VI.

3

"Employer Stock" shall mean ordinary shares, nominal value of $0.01 per share in Eaton Corporation plc which satisfy the definition of "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA.

The "Employer Stock Fund" means an Investment Fund maintained for the purpose of investing primarily in Employer Stock.

An "Enrollment Date" means the earliest date practicable under the payroll practices used by the Employer and consistently applied to Employees or, if earlier, the first day of the Plan Year, but not later than six months following the date on which the Employee first completes the eligibility requirements.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The "General Fund" means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.

A "Highly Compensated Employee" means an Employee or former Employee who is a highly compensated active employee or highly compensated former employee as defined hereunder.

A "highly compensated active employee" includes any Employee who (i) was a five percent owner at any time during the determination year or the look back year or (ii) received compensation from an Employer during the look back year in excess of $80,000 (subject to adjustment as provided in Section 414(q) of the Code).

A "highly compensated former employee" includes any Employee who separated from service from an Employer and all Related Companies (or is deemed to have separated from service from an Employer and all Related Companies) prior to the determination year, performed no services for an Employer during the determination year, and was a highly compensated active employee for either the separation year or any determination year ending on or after the date the Employee attains age 55.

The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued thereunder. For purposes of this definition, the following terms have the following meanings:

(a) The "determination year" means the Plan Year.

(b) The "look back year" means the 12-month period immediately preceding the determination year.

(c) An Employee's "compensation" shall mean his compensation as defined in Section 7.10.

4

An "Hour of Service" with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of Article II.

The "Investment Committee" means the Investment Committee appointed by the Board to which various fiduciary functions relating to the control and management of assets of the Plan have been allocated.

An "Investment Fund" means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.

An "Investment Manager" means an investment manager within the meaning of Section 3(38) of ERISA.

The "Normal Retirement Date" of an employee means the date he attains age 65.

A "Participant" means any person who has a Separate Account in the Trust.

The "Plan" means the Eaton Personal Investment Plan, formerly known as the “Eaton Corporation 401(k) Savings Plan,” as from time to time in effect.

A "Plan Year" means the period beginning July 1, 1996 and ending December 31, 1996, and each 12‑consecutive‑month period thereafter.

A "Related Company" means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Section 414 of the Code.

A "Rollover Contribution" means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

A "Separate Account" means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub‑Accounts maintained thereunder, as provided in Article VIII.

The "Settlement Date" of a Participant means the date on which a Participant's interest under the Plan becomes distributable in accordance with Article XV.

The "Sponsor" means Eaton Corporation, and any successor thereto.

A "Sub‑Account" means any of the individual sub-accounts of a Participant's Separate Account that is maintained as provided in Article VIII.

A "Tax‑Deferred Contribution" means the amount contributed to the Plan on a Participant's behalf by his Employer in accordance with his reduction authorization executed pursuant to Article IV.

5

The "Trust" means the trust maintained by the Trustee under the Trust Agreement.

The "Trust Agreement" means the agreement entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto.

The "Trustee" means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

A "Trust Fund" means any fund maintained under the Trust by the Trustee.

A "Valuation Date" means each business day of the Plan Year, unless it shall be impracticable, in the sole judgment of the Committee, to obtain valuation on any business day in which event it shall be the next business day for which a valuation may be obtained.

The "Vesting Service" of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub‑Account, if Employer Contributions are provided pursuant to Article VI.

1.2 Interpretation

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

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ARTICLE II

SERVICE

2.1 Definitions

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

(a) The "continuous service" of an employee means the service credited to him in accordance with the provisions of Section 2.3 of the Plan.

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

(c) A "maternity/paternity absence" means a person's absence from employment with an Employer or a Related Company because of the person's pregnancy, the birth of the person's child, the placement of a child with the person in connection with the person's adoption of the child, or the caring for the person's child immediately following the child's birth or adoption. A person's absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.

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

(e) The "severance date" of an employee means the earlier of (i) the date on which he retires, dies, or his employment with an Employer and all Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with an Employer and all Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with an Employer and all Related Companies on account of service with the armed forces of the United States, he shall not incur a severance date if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights.

2.2 Crediting of Hours of Service

A person shall be credited with an Hour of Service for each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer or any Related Company.

2.3 Crediting of Continuous Service

A person shall be credited with continuous service for the aggregate of the periods of time between his employment commencement date or any reemployment commencement date and the

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

2.4 Eligibility Service

An employee shall be credited with Eligibility Service equal to his continuous service.

2.5 Vesting Service

An employee shall be credited with Vesting Service equal to his continuous service.

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ARTICLE III

ELIGIBILITY

3.1 Eligibility

Each Employee who was an Eligible Employee immediately prior to the effective date of this amendment and restatement shall continue to be an Eligible Employee. Each other Employee shall become an Eligible Employee as of the Enrollment Date next following the date on which he has completed any probationary period specified in the applicable collective bargaining agreement.

3.2 Transfers of Employment

If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an Employee, he shall become an Eligible Employee as of the date he is so transferred if prior to an Enrollment Date preceding such transfer date he has met the eligibility requirements of Section 3.1. Otherwise, the eligibility of a person who is so transferred to elect to have Tax‑Deferred Contributions made to the Plan on his behalf or to make After‑Tax Contributions to the Plan shall be determined in accordance with Section 3.1.

3.3 Reemployment

If a person who terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on the date he is reemployed. Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an Employer or a Related Company to elect to have Tax‑Deferred Contributions made to the Plan on his behalf or to make After‑Tax Contributions to the Plan shall be determined in accordance with Section 3.1 or 3.2. In the case of an Eligible Employee who separates from employment with the Employer and all Related Companies and who is subsequently rehired within a 30 day administrative period following the date such separation occurred, his participation in the Plan shall immediately resume based on the election relating to Tax-Deferral Contributions in effect on the date of his separation. In the case of a Eligible Employee who separates from employment with the Employer and all Related Companies and who is subsequently rehired more than 30 days after such administrative period, his participation in the Plan may resume immediately upon entering into a new election relating to Tax-Deferral Contributions.

3.4 Notification Concerning New Eligible Employees

Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.

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3.5 Effect and Duration

Upon becoming an Eligible Employee, an Employee shall be entitled to elect to have Tax‑Deferred Contributions made to the Plan on his behalf and to make After‑Tax Contributions to the Plan and shall be bound by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to have Tax‑Deferred Contributions made to the Plan on his behalf and to make After‑Tax Contributions to the Plan only so long as he continues in employment as an Employee.

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ARTICLE IV

TAX-DEFERRED CONTRIBUTIONS

4.1 Tax-Deferred Contributions

Effective as of the date he becomes an Eligible Employee or any date thereafter, each Eligible Employee may elect in accordance with rules prescribed by the Administrator to have Tax‑Deferred Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee's election shall include his authorization for his Employer to reduce his Compensation and to make Tax‑Deferred Contributions on his behalf and his election as to the investment of his contributions in accordance with Article X. Tax‑Deferred Contributions on behalf of an Eligible Employee shall commence with the first payment of Compensation made on or after the date on which his election is effective. In no event shall an Employer deliver Tax-Deferred Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the Tax-Deferred Contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

4.2 Amount of Tax‑Deferred Contributions

The amount of Tax‑Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 50 percent. In the event an Eligible Employee elects to have his Employer make Tax‑Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

4.3 Changes in Reduction Authorization

An Eligible Employee may change the percentage of his future Compensation that his Employer contributes on his behalf as Tax‑Deferred Contributions at such time or times during the Plan Year as the Administrator may prescribe by filing an amended reduction authorization with his Employer such number of days prior to the date such change is to become effective as the Administrator shall prescribe. An Eligible Employee who changes his reduction authorization shall be limited to selecting a percentage of his Compensation that is otherwise permitted hereunder. Tax‑Deferred Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his amended reduction authorization filed in accordance with this Section commencing with Compensation paid to the Eligible Employee on or after the date such filing is effective, until otherwise altered or terminated in accordance with the Plan.

4.4 Suspension of Tax-Deferred Contributions

An Eligible Employee on whose behalf Tax‑Deferred Contributions are being made may have such contributions suspended at any time by giving such number of days advance notice to his Employer as the Administrator shall prescribe. Any such voluntary suspension shall take effect

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commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until Tax‑Deferred Contributions are resumed as hereinafter set forth.

4.5 Resumption of Tax-Deferred Contributions

An Eligible Employee who has voluntarily suspended his Tax‑Deferred Contributions may have such contributions resumed at such time or times during the Plan Year as the Administrator may prescribe, by filing a new reduction authorization with his Employer such number of days prior to the date as of which such contributions are to be resumed as the Administrator shall prescribe.

4.6 Delivery of Tax-Deferred Contributions

As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be delivered to the Trustee in cash all Tax‑Deferred Contributions attributable to such amounts.

4.7 Vesting of Tax-Deferred Contributions

A Participant's vested interest in his Tax‑Deferred Contributions Sub‑Account shall be at all times 100 percent.

4.8    Catch-Up Contributions

All Eligible Employees who have attained age 50 before the close of the Plan Year shall be eligible to make "catch-up contributions" in accordance with, and subject to the limitations of, Code Section 414(v) and procedures adopted by the Sponsor. Such "catch-up contributions" shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of such "catch-up contributions."

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ARTICLE V

AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1 After‑Tax Contributions

An Eligible Employee may elect in accordance with rules prescribed by the Administrator to make After‑Tax Contributions to the Plan. After-Tax Contributions shall be made by payroll withholding. If the Eligible Employee does not already have an investment election on file with the Administrator, his election to make After‑Tax Contributions to the Plan shall include his election as to the investment of his contributions in accordance with Article X. An Eligible Employee's election to make After‑Tax Contributions by payroll withholding may be made effective as of any date occurring on or after the date on which he becomes an Eligible Employee. After‑Tax Contributions by payroll withholding shall commence with the first payment of Compensation made on or after the date on which the Eligible Employee's election is effective.

5.2 Amount of After‑Tax Contributions by Payroll Withholding

The amount of After‑Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 50 percent.

5.3 Changes in Payroll Withholding Authorization

An Eligible Employee may change the percentage of his future Compensation that he contributes to the Plan as After‑Tax Contributions by payroll withholding at such time or times during the Plan Year as the Administrator may prescribe by filing an amended payroll withholding authorization with his Employer such number of days prior to the date such change is to become effective as the Administrator shall prescribe. An Eligible Employee who changes his payroll withholding authorization shall be limited to selecting a percentage of his Compensation that is otherwise permitted under Section 5.2. After‑Tax Contributions shall be made pursuant to an Eligible Employee's amended payroll withholding authorization filed in accordance with this Section commencing with Compensation paid to the Eligible Employee on or after the date such filing is effective, until otherwise altered or terminated in accordance with the Plan.

5.4 Suspension of After‑Tax Contributions by Payroll Withholding

An Eligible Employee who is making After‑Tax Contributions by payroll withholding may have such contributions suspended at any time by giving such number of days advance notice to his Employer as the Administrator shall prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until After‑Tax Contributions are resumed as hereinafter set forth.

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5.5 Resumption of After‑Tax Contributions by Payroll Withholding

An Eligible Employee who has voluntarily suspended his After‑Tax Contributions made by payroll withholding in accordance with Section 5.4 may have such contributions resumed at such time or times during the Plan Year as the Administrator may prescribe by filing a new payroll withholding authorization with his Employer such number of days prior to the date as of which such contributions are to be resumed as the Administrator shall prescribe.

5.6 Rollover Contributions

An Eligible Employee may elect to make a Rollover Contribution to the Plan by submitting to the Administrator or its designee a request at such time(s), in such form, and in such manner as the Administrator shall prescribe. The Eligible Employee shall deposit or cause to be deposited such Rollover Contribution with the Trustee. "Rollover Contribution" shall mean participant rollover contributions and/or direct rollovers of distributions as permitted under Section 402(c), Section 403(a)(4), or Section 408(d)(3)(A) of the Code from the following types of plans:

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

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

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

Notwithstanding the foregoing, a Rollover Contribution shall not include and the Plan will not accept designated Roth contributions as described in Section 402A of the Code. Any Rollover Contribution from an individual retirement account shall be limited to individual retirement accounts which contain only amounts rolled over into such individual retirement account from another qualified plan plus the income and gains thereon.

The Administrator may require an Eligible Employee to provide it or its designee with such information as it deems necessary or desirable to show that the requested Rollover Contribution qualifies as a contribution that may be rolled over to a qualified plan. In the event an Eligible Employee makes a Rollover Contribution, such Rollover Contribution shall become part of the Trust Fund and it shall be maintained in a separate, fully‑vested Sub-Account, which shall be

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separate from the other Sub-Accounts for such Eligible Employee. If an Eligible Employee elects to roll over amounts attributable to after-tax employee contributions, such amounts shall be accounted for separately from other Rollover Contributions and shall be maintained in accounts reflecting that portion of the Eligible Employee's after-tax Rollover Contribution that is includible in gross income and that portion that is not includible in gross income. Such Sub-Account shall be invested as directed by the Eligible Employee in the same manner, but pursuant to a separate election, as described in Section 10.1.

5.7 Delivery of After-Tax Contributions

As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets or as soon as reasonably practicable after an amount has been delivered to an Employer by an Employee, the Employer shall cause to be delivered to the Trustee in cash the After-Tax Contributions attributable to such amount.

5.8 Vesting of After-Tax Contributions and Rollover Contributions

A Participant's vested interest in his After‑Tax Contributions Sub‑Account and his Rollover Contributions Sub‑Account shall be at all times 100 percent.

5.9 Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

Notwithstanding any provision of the Plan to the contrary (other than Section 4.8), a Participant's rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 50 percent of his Compensation.

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ARTICLE VI

EMPLOYER CONTRIBUTIONS

6.1 No Employer Contributions

There shall be no Employer Contributions made to the Plan, except and to such extent as may be provided in any applicable Covered Group Addendum. In no event shall an Employer deliver matching contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the matching contribution is being made, unless such pre-funding is to accommodate bona fide administrative considerations and is not for the principal purpose of accelerating deductions.

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ARTICLE VII

LIMITATIONS ON CONTRIBUTIONS

7.1 Definitions

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

(a) The "actual deferral percentage" with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax‑Deferred Contributions made on his behalf for the Plan Year to his test compensation for the Plan Year, except that, to the extent permitted by regulations issued under Section 401(k) of the Code, the Sponsor may elect to take into account in computing the numerator of each Eligible Employee's actual deferral percentage the qualified matching contributions made to the Plan on his behalf for the Plan Year; provided, however, that contributions made on a Participant's behalf for a Plan Year shall be included in determining his actual deferral percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the actual deferral percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(b) The "aggregate limit" means the sum of (i) 125 percent of the greater of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (ii) the lesser of 200 percent or two plus the lesser of such average contribution percentage or average actual deferral percentage, or, if it would result in a larger aggregate limit, the sum of (iii) 125 percent of the lesser of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (iv) the lesser of 200 percent or two plus the greater of such average contribution percentage or average actual deferral percentage.

(c) The "annual addition" with respect to a Participant for a limitation year means the sum of the Tax-Deferred Contributions, Employer Contributions, and After-Tax Contributions allocated to his Separate Account for the limitation year (including any excess contributions that are distributed pursuant to this Article), the employer contributions, employee contributions, and forfeitures allocated to his accounts for the limitation year under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and amounts described in Sections 415(l)(2) and 419A(d)(2) of the Code allocated to his account for the limitation year.

(d) The "Code Section 402(g) limit" means the dollar limit imposed by Section 402(g)(1) of the Code or established by the Secretary of the Treasury pursuant to Section 402(g)(5) of

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the Code in effect on January 1 of the calendar year in which an Eligible Employee's taxable year begins.

(e) The "contribution percentage" with respect to an eligible participant for a particular Plan Year means the ratio of the sum of the matching contributions made to the Plan on his behalf and the After-Tax Contributions made by him for the Plan Year to his test compensation for such Plan Year, except that, to the extent permitted by regulations issued under Section 401(m) of the Code, the Sponsor may elect to take into account in computing the numerator of each eligible participant's contribution percentage the Tax‑Deferred Contributions made to the Plan on his behalf for the Plan Year; provided, however, that any Tax-Deferred Contributions and/or qualified matching contributions that were taken into account in computing the numerator of an eligible participant's actual deferral percentage may not be taken into account in computing the numerator of his contribution percentage; and provided, further, that contributions made by or on a Participant's behalf for a Plan Year shall be included in determining his contribution percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the contribution percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(f) An "elective contribution" means any employer contribution made to a plan maintained by an Employer or any Related Company on behalf of a Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Section 401(k) of the Code, any simplified employee pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan under Section 457 of the Code, or any plan as described in Section 501(c)(18) of the Code, and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement.

(g) An "eligible participant" means any Employee who is eligible to make After-Tax Contributions or to have Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are taken into account in computing contribution percentages) or to participate in the allocation of matching contributions (including qualified matching contributions).

(h) An "excess deferral" with respect to a Participant means that portion of a Participant's Tax‑Deferred Contributions that when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k), or 403(b) of the Code, would exceed the Code Section 402(g) limit and is includable in the Participant's gross income under Section 402(g) of the Code.

(i) A "limitation year" means the Plan Year.

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(j) A "matching contribution" means any employer contribution allocated to an Eligible Employee's account under the Plan or any other plan of an Employer or a Related Company solely on account of elective contributions made on his behalf or employee contributions made by him.

(k) A "qualified matching contribution" means any matching contribution that is a qualified matching contribution as defined in regulations issued under Section 401(k) of the Code, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Section 401(k) of the Code. In no event shall the portion of any matching contribution designated as a qualified matching contribution hereunder exceed the Eligible Employee's "QMAC limit" for the Plan Year. The "QMAC limit" applicable to an Eligible Employee means the greatest of (1) 5% of the Eligible Employee's Compensation, (2) the Eligible Employee's Tax-Deferred Contributions for the Plan Year, or (3) 2 times the "representative match rate" multiplied by the Eligible Employee's Tax-Deferred Contributions for the Plan Year. The "representative match rate" means the lowest "match rate" for any Eligible Employee who is not a Highly Compensated Employee for the Plan Year and who is in either (1) a determination group consisting of 1/2 of all Eligible Employees during the Plan Year who are not Highly Compensated Employees for the Plan Year or (2) the group consisting of all Eligible Employees who are employed by an Employer or a Related Company on the last day of the Plan and who are not Highly Compensated Employees for the Plan Year, whichever would provide the greater representative rate. A "match rate" means the Matching Contributions made on behalf of an Eligible Employee for the Plan Year divided by the Eligible Employee's Tax-Deferred Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the "match rate" shall be determined assuming Tax-Deferred Contributions equal to 6% of Compensation.

(l) The "test compensation" of an Eligible Employee for a Plan Year means compensation as defined in Section 414(s) of the Code and regulations issued thereunder, limited, however, to $200,000 (subject to adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the test compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

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7.2 Code Section 402(g) Limit

In no event shall the amount of the Tax‑Deferred Contributions made on behalf of an Eligible Employee for his taxable year, when aggregated with any elective contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the Code Section 402(g) limit. In the event that the Administrator determines that the reduction percentage elected by an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the percentage of his Tax‑Deferred Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines that the Tax‑Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax‑Deferred Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the Tax-Deferred Contributions that, when aggregated with elective contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to an Eligible Employee in accordance with this Section shall not be taken into account in computing the Eligible Employee's actual deferral percentage for the Plan Year in which the Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly Compensated Employee. If an amount of Tax‑Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax‑Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer's Employer Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall for all Plan purposes be applied against the Employer's Employer Contribution obligations for the following Plan Year.

7.3 Distribution of Excess Deferrals

Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of the Participant's taxable year that excess deferrals have been made on his behalf under the Plan for such taxable year, the excess deferrals, plus any income and minus any losses attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to a Participant in accordance with this Section shall nevertheless be taken into account in computing the Participant's actual deferral percentage for

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the Plan Year in which the Tax-Deferred Contributions were made. If an amount of Tax‑Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax‑Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer's Employer Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall for all Plan purposes be applied against the Employer's Employer Contribution obligations for the following Plan Year.

7.4 Limitation on Tax‑Deferred Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the Tax-Deferred Contributions made with respect to a Plan Year on behalf of Eligible Employees who are Highly Compensated Employees may not result in an average actual deferral percentage for such Eligible Employees that exceeds the greater of:

(a) a percentage that is equal to 125 percent of the average actual deferral percentage for all other Eligible Employees for the Plan Year; or

(b) a percentage that is not more than 200 percent of the average actual deferral percentage for all other Eligible Employees and that is not more than two percentage points higher than the average actual deferral percentage for all other Eligible Employees for the Plan Year.

In order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is authorized to suspend completely further Tax-Deferred Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year or to adjust the projected actual deferral percentages of Highly Compensated Employees by reducing their percentage elections with respect to Tax-Deferred Contributions for any remaining portion of a Plan Year to such smaller percentages that will result in the limitation set forth above not being exceeded. In the event of any such suspension or reduction, Highly Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible and shall be given an opportunity to make a new Tax-Deferred Contribution election to be effective the first day of the next following Plan Year. In the absence of such an election, the election in effect immediately prior to the suspension or adjustment described above shall be reinstated as of the first day of the next following Plan Year.

In determining the actual deferral percentage for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, elective contributions, qualified nonelective contributions, and qualified matching contributions (to the extent that qualified nonelective contributions and qualified matching contributions are taken into account in computing actual deferral percentages) made to his accounts under any other plan of an Employer or a Related

21

Company that is not mandatorily disaggregated pursuant to Treasury Regulation Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(k)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)) shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee's accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, then actual deferral percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation Section 1.401(k)-1(b)(4)(v), an Employer may elect to calculate deferral percentages aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate deferral percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(k).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the qualified matching contributions taken into account in computing actual deferral percentages for any Plan Year.

7.5 Determination and Distribution of Excess Tax‑Deferred Contributions

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation contained in Section 7.4 is exceeded in any Plan Year, the Tax‑Deferred Contributions made with respect to a Highly Compensated Employee that exceed the maximum amount permitted to be contributed to the Plan on his behalf under Section 7.4, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 ½ months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Section 4979 of the Code on the Employer maintaining the Plan with respect to such amounts.

The maximum amount permitted to be contributed to the Plan on a Highly Compensated Employee's behalf under Section 7.4 shall be determined by reducing Tax‑Deferred Contributions made on behalf of Highly Compensated Employees in order of their actual deferral percentages beginning with the highest of such percentages. The total excess Tax-Deferred Contributions shall then be allocated among Highly Compensated Employees by reducing Tax-Deferred Contributions made on behalf of each Highly Compensated Employee on the basis of the amount of Tax-Deferred Contributions made on behalf of each Highly Compensated Employee, beginning with the highest such amount. The determination of the amount of excess Tax‑Deferred Contributions shall be made after application of Section 7.3, if applicable.

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If an amount of Tax‑Deferred Contributions is distributed to a Participant in accordance with this Section, matching contributions that are attributable solely to the distributed Tax‑Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant. Any such forfeited amounts shall be applied against the Employer Contribution obligations for the Plan Year of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to any Employer exceed the amount of such Employer's Employer Contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall for all Plan purposes be applied against the Employer's Employer Contribution obligations for the following Plan Year.

7.6 Limitation on Certain Contributions, Including After‑Tax Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the matching contributions and After-Tax Contributions made with respect to a Plan Year by or on behalf of eligible participants who are Highly Compensated Employees may not result in an average contribution percentage for such eligible participants that exceeds the greater of:

(a) a percentage that is equal to 125 percent of the average contribution percentage for all other eligible participants for the Plan Year; or

(b) a percentage that is not more than 200 percent of the average contribution percentage for all other eligible participants and that is not more than two percentage points higher than the average contribution percentage for all other eligible participants for the Plan Year.

In determining the contribution percentage for any eligible participant who is a Highly Compensated Employee for the Plan Year, matching contributions, employee contributions, qualified nonelective contributions, and elective contributions (to the extent that qualified nonelective contributions and elective contributions are taken into account in computing contribution percentages) made to his accounts under any other plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to Treasury Regulation Section 1.410(b)-7(c) , as modified by Section 1.401(m)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(m)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)) shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different than the Plan Year, any such contributions made to the Highly Compensated Employee's accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, the contribution percentages under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulation Section 1.401(m)-1(b)(4)(v), an Employer may elect to calculate contribution percentages aggregating ESOP and non-ESOP

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plans. In addition, an Employer may elect to calculate contribution percentages aggregating bargained and non-bargained plans and/or bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(m).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the elective contributions and qualified matching contributions taken into account in computing contribution percentages for any Plan Year.

7.7 Determination and Forfeiture or Distribution of Excess Contributions

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation contained in Section 7.6 is exceeded in any Plan Year, the matching contributions and After‑Tax Contributions made by or on behalf of a Highly Compensated Employee that exceed the maximum amount permitted to be contributed to the Plan by or on behalf of such Highly Compensated Employee under Section 7.6, plus any income and minus any losses attributable thereto, shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next succeeding Plan Year, as hereinafter provided. If such excess amounts are distributed more than 2 ½ months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Section 4979 of the Code on the Employer maintaining the Plan with respect to such amounts.

The amount of the total excess matching and After-Tax Contributions made by or on behalf of Highly Compensated Employees shall be determined by reducing matching contributions and After‑Tax Contributions made by or on behalf of Highly Compensated Employees in order of their contribution percentages beginning with the highest of such percentages. The total excess contributions shall then be allocated among Highly Compensated Employees on the basis of the amount of matching contributions and After-Tax Contributions made by or on behalf of each Highly Compensated Employee, beginning with the highest such amount, and the distribution or forfeiture requirement of this Section shall be satisfied by reducing contributions made by or on behalf of the Highly Compensated Employee to the extent necessary in the following order:

After-Tax Contributions made by the Highly Compensated Employee that have not been matched, if any, shall be distributed.

Pro rata amounts of After‑Tax Contributions made by the Highly Compensated Employee that have been matched, if any, and the matching contributions attributable thereto shall be distributed or forfeited, as appropriate.

Matching contributions attributable to Tax‑Deferred Contributions shall be distributed or forfeited, as appropriate.

Any amounts forfeited with respect to a Participant pursuant to this Section shall be treated as a forfeiture under the Plan in accordance with the provisions of Article XIV as of the last day of

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the month in which the distribution of contributions pursuant to this Section occurs. The amount of excess After-Tax Contributions of a Participant shall in all cases be distributable; the excess matching contributions shall be distributable to the extent the Participant has a vested interest in an Employer Contributions Sub-Account that is attributable to matching contributions, other than qualified matching contributions, and shall otherwise be forfeitable. The determination of the amount of excess matching contributions and After‑Tax Contributions shall be made after application of Section 7.3, if applicable, and after application of Section 7.5, if applicable.

7.8 Miscellaneous ADP/ACP Testing Provisions

If the Plan provides that Employees are eligible to make Tax-Deferred Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1) and applies Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on Tax-Deferred Contributions of Highly Compensated Employees described in Article VII either:

(a) by comparing the average actual deferral percentage of all Eligible Employees who are Highly Compensated Employees for the Plan Year to the average actual deferral percentage for the Plan Year of those Eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(b) separately with respect to Eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and Eligible Employees who have satisfied such minimum age and service requirements.

Similarly, if the Plan provides for After-Tax and/or matching contributions, provides that Employees are eligible to make After-Tax and/or matching contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1), and applies Code Section 410(b)(4)(B) in determining whether the portion of the Plan subject to Code Section 401(m) meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on After-Tax and matching contributions of Highly Compensated Employees described in Article VII either:

(a) by comparing the average contribution percentage of all eligible participants who are Highly Compensated Employees for the Plan Year to the average contribution percentage for the Plan Year of those eligible participants who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

(b) separately with respect to eligible participants who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and eligible participants who have satisfied such minimum age and service requirements.

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7.9 Determination of Income or Loss

The income or loss attributable to excess contributions that are distributed pursuant to this Article shall be determined by multiplying the income or loss for the preceding Plan Year attributable to the Employee's Sub‑Account to which the excess contributions were credited by a fraction, the numerator of which is the excess contributions made to such Sub‑Account on the Employee's behalf for the preceding Plan Year and the denominator of which is (a) the balance of the Sub‑Account on the date of distribution of the excess, (b) reduced by the gain attributable to contributions to such Sub‑Account for the preceding Plan Year, and (c) increased by the loss attributable to contributions to such Sub‑Account for the preceding Plan Year.

7.10 Code Section 415 Limitations on Crediting of Contributions and Forfeitures

Notwithstanding any other provision of the Plan to the contrary, the annual addition with respect to a Participant for a limitation year shall in no event exceed the lesser of (i) $40,000 (adjusted as provided in Section 415(d) of the Code; or (ii) 100 percent of the Participant's compensation, as defined in Section 415(c)(3) of the Code and regulations issued thereunder, for the limitation year. Notwithstanding any other provision of the Plan to the contrary, effective for limitation years beginning on and after July 1, 2007, if a Participant has a severance from employment (as defined in Treasury Regulation Section 1.401(k)-1(d)(2)) with an Employer and all Related Companies, Compensation shall not include amounts received by the Participant following such severance from employment except amounts that would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the Limitation Year in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance. Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Participant would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Compensation if his employment had continued, and (3) such amounts are paid before the later of (a) the close of the limitation year in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance. Compensation shall also include amounts paid by an Employer to a Participant who is not performing services for an Employer due to qualified military service (within the meaning of Code Section 414(u)(1)), but only to the extent such amounts do not exceed the amounts the Participant would have received if he had continued in employment with an Employer.

7.11 Coverage Under Other Qualified Defined Contribution Plan

If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the annual addition to be made under the Plan for the limitation year when combined with the annual addition to be made under such other qualified defined contribution plan(s) would otherwise exceed the amount that may be applied for the Participant's benefit under the limitation

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contained in Section 7.10, the annual addition to be made under the Plan shall be reduced to the extent necessary so that the limitation in Section 7.10 is satisfied.

7.12 Correction Provision

If the annual addition with respect to a Participant in any limitation year beginning on or after July 1, 2007, nevertheless exceeds the amount that may be applied for his benefit under the limitations described in Section 7.10, correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

7.13 Scope of Limitations

The limitations contained in Sections 7.10, 7.11, and 7.12 shall be applicable only with respect to benefits provided pursuant to defined contribution plans and defined benefit plans described in Section 415(k) of the Code.

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ARTICLE VIII

TRUST FUNDS AND SEPARATE ACCOUNTS

8.1 General Fund

The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest. The General Fund may be invested in whole or in part in equity securities issued by an Employer or a Related Company that are publicly traded and are "qualifying employer securities" as defined in Section 407(d)(5) of ERISA.

8.2 Investment Funds

The Sponsor shall determine the number and type of Investment Funds and select the investments for such Investment Funds. The Sponsor shall communicate the same and any changes therein in writing to the Administrator and the Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest.

The Sponsor may determine to offer an Investment Fund, to be known as the Employer Stock Fund, that is maintained for the purpose of investing primarily in Employer Stock.

The term Investment Fund may include any other investment alternative (such as a “self-managed brokerage account”) agreed to between the Investment Committee and the Trustee. Such investment alternative shall be subject to any rules, procedures and restrictions prescribed by the Committee and/or the Trustee, including, without limitation, fees and expenses (which may be deducted from such other investment alternative and/or Sub-Accounts of a Participant invested in other Investment Funds), minimum amounts of investment in such investment(s), and any requirement that any distribution, withdrawal or loan under the Plan shall be made only from the other Investment Funds. In exercising its authority to establish, modify, and eliminate Investment Funds (other than the Employer Stock Fund) and investment alternatives, the Investment Committee shall act in such manner that it shall be expected that the Plan will offer a broad range of investment alternatives within the meaning of Department of Labor Regulation § 2550.404c-1(b) as in effect from time to time.

8.3 Loan Investment Fund

If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and maintenance of a loan Investment Fund in the Participant's name. A Participant's loan Investment Fund shall be invested in the note reflecting the loan that is executed by the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received

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with respect to a Participant's loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII.

8.4 Income on Trust

Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to the Trust Fund for which the income was received.

8.5 Separate Accounts

As of the first date a contribution is made by or on behalf of an Employee, there shall be established a Separate Account in his name reflecting his interest in the Trust. Each Separate Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Separate Account shall be the balance of the account after all credits and charges thereto, for and as of such date, have been made as provided herein.

8.6 Sub-Accounts

A Participant's Separate Account shall be divided into individual Sub‑Accounts reflecting the portion of the Participant's Separate Account that is derived from Tax‑Deferred Contributions, After-Tax Contributions, Rollover Contributions, or Employer Contributions. Each Sub‑Account shall reflect separately contributions allocated to each Trust Fund maintained hereunder and the earnings and losses attributable thereto. The Employer Contributions Sub-Account shall reflect separately that portion of such Sub-Account that is derived from Employer Contributions that may be taken into account to satisfy the limitations on contributions for Highly Compensated Employees contained in Article VII. Such other Sub‑Accounts may be established as are necessary or appropriate to reflect a Participant's interest in the Trust.

8.7 Voting of Employer Stock and Procedures Regarding Tender Offers

All voting rights on shares of Employer Stock held in the Employer Stock Fund shall be exercised by the Trustee only as directed by the Participants acting in their capacity as "Named Fiduciaries" (as defined in Section 402 of ERISA) in accordance with the provisions of the Trust Agreement. All tender or exchange decisions with respect to Employer Stock held in the Employer Stock Fund shall be made only by the Participants acting in their capacity as Named Fiduciaries with respect to the Employer Stock allocated to their accounts in accordance with the provisions of the Trust Agreement.

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ARTICLE IX

LIFE INSURANCE CONTRACTS

9.1 No Life Insurance Contracts

There shall be no life insurance contracts purchased under the Plan.

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ARTICLE X

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 Future Contribution Investment Elections

Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which his Tax‑Deferred Contributions and After‑Tax Contributions and, separately, his Rollover Contributions shall be invested. An Eligible Employee's investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the Investment Funds with the sum of such percentages equaling 100 percent. An investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until he files a change of investment election with the Administrator, in such form as the Administrator shall prescribe. A Participant's change of investment election may be made once each business day and will be made effective as soon as practicable.

10.2 Deposit of Contributions

All Tax‑Deferred Contributions, After‑Tax Contributions and Rollover Contributions shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participant's currently effective investment election relating to such contributions; provided, however, that any contributions made to the Plan in qualifying employer securities shall be allocated to the Employer securities Investment Fund established by the Sponsor, pending directions to the Administrator regarding their future investment. If no investment election is on file with the Administrator at the time contributions are to be deposited to a Participant's Separate Account, the contributions shall be deposited in a default fund until an investment election is received.

10.3 Fund Transfers

A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund. The Participant's election shall be made in the manner and form prescribed by the Administrator. Subject to any restrictions pertaining to a particular Investment Fund, a Participant's transfer election may be made once each business day.

10.4 Investment of Employer Contributions

Employer Contributions, if any, provided for under a Covered Group Addendum shall be invested in the same manner as such Participant’s Tax-Deferred Contributions and After-Tax Contributions for the applicable contribution period in accordance with Section 10.1. A Participant may direct that his Employer Contributions Sub-Account balance be transferred between or among the Investment Funds in a manner consistent with the requirements of Section 10.3.

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10.5 Diversification of Employer Stock

The provisions of this Section 10.5 shall apply to any investment in the Employer Stock Fund so long as Employer Stock is publicly traded or treated as publicly traded under Code Section 401(a)(35). Notwithstanding any other provision of the Plan to the contrary, a Participant whose Separate Account is invested, in whole or in part, in the Employer Stock Fund shall be permitted to divest such investments and re-invest such amounts in other Investment Funds provided under the Plan. The Plan shall offer at least three Investment Fund options as alternatives to the Employer Stock Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics. The Committee shall notify each eligible Participant of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Employer Stock Fund, which shall describe the importance of diversifying the investment of retirement assets. The Plan shall not be treated as meeting the requirements of this Section 10.5 if the Plan imposes any restrictions or conditions on investment in the Employer Stock Fund that do not also apply to investment in the other Investment Funds.

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ARTICLE XI

CREDITING AND VALUING SEPARATE ACCOUNTS

11.1 Crediting Separate Accounts

All contributions made under the provisions of the Plan shall be credited to Separate Accounts in the Trust Funds by the Administrator, in accordance with procedures established in writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator.

11.2 Valuing Separate Accounts

Separate Accounts in the Trust Funds shall be valued by the Administrator on the Valuation Date, in accordance with procedures established in writing by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator.

11.3 Plan Valuation Procedures

With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied. As of each Valuation Date hereunder, the portion of any Separate Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the "valuation period") in the following manner:

(a) First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.

(b) Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the valuation period.

(c) Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Separate Accounts in the Trust Fund in the ratio of the balance of the portion of such Separate Account in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Separate Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Separate Accounts in the Trust Fund similarly adjusted, and each Separate Account in the Trust Fund shall be credited or charged with the amount of its allocated share. Notwithstanding the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and

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transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund made by or on behalf of a Participant during the valuation period.

11.4 Finality of Determinations

The Administrator shall have exclusive responsibility for determining the balance of each Separate Account maintained hereunder. The Administrator's determinations thereof shall be conclusive upon all interested parties.

11.5 Notification

Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the balances of his Separate Account and Sub‑Accounts as of a Valuation Date during the Plan Year.

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ARTICLE XII

LOANS

12.1 Application for Loan

A Participant who is a party in interest may make application to the Administrator for a loan from his Separate Account. Loans shall be made to Participants in accordance with written rules prescribed by the Administrator which are hereby incorporated into and made a part of the Plan.

As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50 percent of the Participant's vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding, provided that the Administrator may permit other repayment methods in situations where due to an employment transfer payroll withholding is impractical. No loan in excess of 50 percent of the Participant's vested interest under the Plan shall be made from the Plan. Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other employees.

A loan shall not be granted unless the Participant consents in writing to the charging of his Separate Account for unpaid principal and interest amounts in the event the loan is declared to be in default.

12.2 Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant's Separate Account that is distributable to the Participant or his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used to repay the loan. If distribution is made because of the Participant's death prior to the commencement of distribution of his Separate Account and less than 100 percent of the Participant's vested interest in his Separate Account (determined without regard to the preceding sentence) is payable to his surviving spouse, then the balance of the Participant's vested interest in his Separate Account shall be adjusted by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to the surviving spouse.

12.3 Requirements to Prevent a Taxable Distribution

Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this Article:

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(a) The interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by persons in the business of lending money.

(b) The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a Related Company) shall not exceed the lesser of:

(i) $50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or

(ii) 50 percent of the vested portions of the Participant's Separate Account and his vested interest under all other plans maintained by an Employer or a Related Company.

(c) The term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant.

(d) Except as otherwise permitted under Treasury Regulation, substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly.

12.4 Administration of Loan Investment Fund

Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in which it is invested, on a pro rata basis, to the loan Investment Fund established in the Participant's name. Any loan approved by the Administrator shall be made to the Participant out of the Participant's loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Separate Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participant's currently effective investment election. The balance of the Participant's loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full.

12.5 Default

If a Participant fails to make or cause to be made, any payment required under the terms of the loan within 60 days following the date on which such payment shall become due or there is an outstanding principal balance existing on a loan after the last scheduled repayment date, the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest, shall be immediately due and payable. In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the

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Separate Account of the borrower with the amount of such balance and interest as of the earliest date a distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement.

12.6 Special Rules Applicable to Loans

Any loan made hereunder shall be subject to the following rules:

(a) Minimum Loan Amount: A Participant may not request a loan for less than $1,000.

(b) Maximum Number of Outstanding Loans: A Participant may have no more than two loans outstanding, including no more than one real estate loan described in Section 12.6(c). A Participant with two outstanding loans may not apply for another loan until an existing loan is paid in full and may not refinance an existing loan or obtain an additional loan for the purpose of paying off an existing loan.

(c) Maximum Period for Real Estate Loans: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant shall be no greater than ten years.

(d) Pre-Payment Without Penalty: A Participant may pre-pay all or any part of the balance of any loan hereunder prior to the date it is due without penalty.

(e) Effect of Termination of Employment: Upon a Participant's termination of employment, a Participant may continue to make monthly loan payments, and the balance of any outstanding loan hereunder shall not become due and owing merely by reason of his termination of employment.

(f) Repayment by Spousal Beneficiary: If a Participant dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire loan balance or may make payments with coupons in accordance with procedures established by the Committee.

12.7 Loans Granted Prior to Amendment or Upon Plan Merger

Notwithstanding any other provision of this Article to the contrary, any loan made (i) under the provisions of the Plan as in effect prior to this amendment and restatement or (ii) under the provisions of any plan which is merged into the Plan prior to the merger date, shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions.

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ARTICLE XIII

WITHDRAWALS WHILE EMPLOYED

13.1 Withdrawals of After-Tax Contributions

A Participant who is employed by an Employer or a Related Company may at any time elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his After-Tax Contributions Sub-Account.

13.2 Withdrawals of Rollover Contributions

A Participant who is employed by an Employer or a Related Company may at any time elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his Rollover Contributions Sub-Account.

13.3 Withdrawals of Tax-Deferred Contributions

A Participant who is employed by an Employer or a Related Company and who has attained age 59-1/2 or who is determined by the Administrator to have incurred a hardship as defined in this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his Tax-Deferred Contributions Sub-Account. The maximum amount that a Participant may withdraw pursuant to this Section because of a hardship is the balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings credited to such Sub-Account after December 31, 1988 (or such later date with respect to any plan merged into the Plan as may have been provided pursuant to Federal regulations).

13.4 Limitations on Withdrawals Other than Hardship Withdrawals

Withdrawals made pursuant to this Article, other than hardship withdrawals, shall be subject to the following conditions and limitations:

A Participant must elect a withdrawal with the Administrator such number of days prior to the date as of which it is to be effective as the Administrator shall prescribe.

Withdrawals may generally be made effective as of the day of the week specified by the Sponsor.

Withdrawals shall be made in the form of cash, except that a Participant who has an interest in the Employer Stock Fund may request that the portion of his withdrawal from the Employer Stock Fund be made either in the form of cash or in the form of whole shares of Employer Stock (with any fraction of a share paid in cash).

13.5 Conditions and Limitations on Hardship Withdrawals

A Participant must file a written application for a hardship withdrawal with the Administrator such number of days prior to the date as of which it is to be effective as the Administrator may

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prescribe. Hardship withdrawals may be made effective as soon as practicable after the Administrator receives the request. The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:

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

(b) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

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

(d) payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant's principal residence;

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

(f) beginning January 1, 2007, expenses for the repair of damage to the Participant's principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit).

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if all of the following requirements are satisfied:

The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant.

The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer or any Related Company.

The Participant's Tax-Deferred Contributions and After-Tax Contributions and the Participant's elective tax-deferred contributions and employee after-tax contributions under all other tax-qualified plans maintained by an Employer or any Related Company shall be suspended for at least six months after his receipt of the withdrawal.

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The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. A Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his Tax-Deferred Contributions are suspended in accordance with this Section. A hardship withdrawal shall be made in the form of cash.

13.6 Order of Withdrawal from a Participant's Sub‑Accounts

Distribution of a withdrawal amount shall be made from a Participant's Sub‑Accounts, to the extent necessary, in the order prescribed by the Administrator, which order shall, subject to the provisions of this Article permitting distribution in the form of whole shares of Employer Stock, be uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator.

13.7 Restrictions on Withdrawal of Certain Transferred Amounts

In the event any amount is transferred to the Plan from the Eaton Savings Plan, any restrictions on withdrawals under the Eaton Savings Plan with respect to such transferred amounts shall continue to apply under the Plan.

13.8 HEART Act Reservist Withdrawals

Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 13.8, a Participant who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code), who has been on active duty for a period of at least 30 days, may apply for a withdrawal in an amount from his Separate Account that is attributable to Tax-Deferred Contributions. Any distribution made pursuant to this Section 13.8 must be made during the period beginning on the 30th day of active duty and ending on the close of his active duty period. Further, for a period of at least six months after his receipt of the withdrawal, such Participant's Tax-Deferred Contributions and After-Tax Contributions are suspended and the Participant shall be prohibited, under the terms of an otherwise legally enforceable agreement, from making elective contributions, including after tax contributions, to all other plans maintained by the Employer. For this purpose, the phrase "plans maintained by the Employer" means all qualified and nonqualified plans of deferred compensation maintained by the Employer or any Related Company, including a cash or deferred arrangement that is part of a cafeteria plan within the meaning of Code Section 125 and also includes a stock option, stock purchase, or similar plan maintained by the Employer or any Related Company.

13.9 Qualified Reservist Distributions

Notwithstanding any other provision of the Plan to the contrary, in accordance with procedures established by the Committee and subject to the provisions of this Section 13.9, a Participant who is a member of a reserve component (as defined in Section 101 of Title 37 of the United

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Stated Code) who is ordered or called to active duty for a period in excess of 179 days, or for an indefinite period, may apply for a withdrawal in an amount from his Separate Account that is attributable to Tax-Deferred Contributions. Any distribution made pursuant to this Section 13.9 must be made during the period beginning on the date of date of his order to call to active duty and ending on the close of his active period. As provided under Code Section 72(t)(2)(G), such withdrawal is not subject to the 10% penalty on early distributions.

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ARTICLE XIV

TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1 Termination of Employment and Settlement Date

A Participant's Settlement Date shall occur on the date he terminates employment with an Employer and all Related Companies because of death, disability, retirement, or other termination of employment. Written notice of a Participant's Settlement Date shall be given by the Administrator to the Trustee.

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ARTICLE XV

DISTRIBUTIONS

15.1 Distributions to Participants

A Participant whose Settlement Date occurs shall receive distribution of all or any portion of his vested interest in his Separate Account in the form provided under Article XVI beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later. In addition, a Participant who continues in employment with an Employer or a Related Company after his Normal Retirement Date may elect to receive distribution of all or any portion of his Separate Account in the form provided under Article XVI at any time following his Normal Retirement Date.

15.2 Distributions to Beneficiaries

In the event of the death of a Participant prior to the Participant’s required beginning date as determined under clause (b) of the first paragraph of Section 15.4, the complete distribution of his Separate Account shall be made to his Beneficiary within five (5) years after the Participant’s death, in a lump sum or in periodic, partial withdrawals as elected by the Beneficiary by written notice to the Committee; provided, however, that such five (5) year requirement shall not apply if the Beneficiary has been designated in writing by the Participant, and if the distribution method elected by the Beneficiary will result in the complete distribution (in accordance with Treasury Regulation) of the Participant’s Separate Account over a period not extending beyond the life expectancy of such Beneficiary. The distribution shall commence as soon as reasonably practicable following notice by the Beneficiary to the Committee requesting such distribution. If, following the death of the Participant, the Beneficiary has not, within a reasonable time as determined by the Committee, prior to the last day of the year following the year that includes the Participant’s date of death, elected a distribution commencing no later than the last day of the year following the year that includes the Participant’s date of death and a method of distribution that satisfies the distribution requirements described above, distribution shall be made in a lump sum on the last day of the year following the year that includes the Participant’s date of death. In the event of the death of a Participant after the Participant’s required beginning date as determined under clause (b) of the first paragraph of Section 15.4, the Separate Account of such Participant shall be distributed to the Participant’s Beneficiary as described above in this Section 15.2 and in accordance with Treasury Regulation, except that the distribution method shall provide for distribution at least as rapidly as under the method of distribution being made to the Participant as of the date of the Participant’s death. A Beneficiary shall be treated as a Participant for purposes of Section 10.3 and Section 10.4(b).

15.3 Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant's vested interest in his Separate Account does not exceed $5,000, distribution of such vested interest shall be made to the Participant in a single sum cash payment as soon as reasonably practicable following his Settlement Date. If a Participant's vested interest in his Separate Account exceeds $5,000,

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distribution shall not commence to such Participant prior to his Normal Retirement Date without the Participant's written consent.

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

15.4 Required Commencement of Distribution

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant's vested interest in his Separate Account shall commence to the Participant no later than the earlier of:

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

(b) the April 1 following the close of the calendar year in which he attains age 70 1/2, whether or not his Settlement Date has occurred, except that if a Participant is not a five‑percent owner (as defined in Section 416 of the Code) at any time during the five‑Plan‑Year period ending within the calendar year in which he attained age 70 1/2, distribution of such Participant's vested interest in his Separate Account shall, at the election of such Participant, commence no later than the April 1 following the close of the calendar year in which he attains age 70 ½ or retires, whichever is later (referred to herein as the Participant's "Required Beginning Date").

Distributions required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Section 401(a)(9) of the Code and regulations issued thereunder, including the minimum distribution incidental benefit requirements.

15.5 Minimum Distribution Requirements

(a) General Rules.

(1) Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.

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(2) Requirements of Treasury Regulation Incorporated. All distributions required under this Section will be determined and made in accordance with the Treasury Regulation under Section 401(a)(9) of the Code.

(3) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution.

(1) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A) If the Participant 's surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

(B) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C) If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant 's death.

(D) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 15.5(b)(2), other than Section 15.5(b)(2)(A), will apply as if the surviving spouse were the Participant.

For purposes of this Section 15.5(b)(2) and Section 15.5(d), unless Section 15.5(b)(2)(D) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 15.5(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A). If

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distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3) Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 15.5(c) and 15.5(d). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements Section 401(a)(9) of the Code and the Treasury Regulation.

(c) Required Minimum Distribution During a Participant's Lifetime.

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

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

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

(2) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 15.5(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(d) Required Minimum Distribution After Participant's Death.

(1) Death On or After Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by

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dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.

(ii) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year following death.

(iii) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent calendar year following death.

(B) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant 's account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.

(2)    Death Before Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 15.5(d)(1).

(B) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September

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30 of the year following the year of the Participant’s death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A), this Section 15.5(d)(2) will apply as if the surviving spouse were the Participant.

(e) Definitions.

(1) Designated beneficiary. The individual who is designated as the Beneficiary under Section1.1 and is the designated beneficiary under Section 401(a)(9) of the Code and Treasury Regulation Section 1.401(a)(9)-4.

(2) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 15.5(b)(2). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(3) Life expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.

(4) Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required Beginning Date. The date specified in Section 15.4(b).

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15.6 Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall continue to have a right to any distribution or further distributions from the Trust arising from his prior Settlement Date and any amounts credited to his Separate Account with respect to employment after his prior Settlement Date shall be accounted for separately.

15.7 Restrictions on Alienation

Except as provided in Section 401(a)(13) of the Code relating to qualified domestic relations orders and Treasury Regulation Section 1.401(a)‑13(b)(2) relating to Federal tax levies and judgments, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

15.8 Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Administrator, be paid to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Separate Account from which any such payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

15.9 Unclaimed Accounts

(a) Each Participant and/or each Beneficiary must file with the Committee from time to time in writing his address to which United States mail to him is to be sent and each change of such address. Any communication, statement or notice addressed to a Participant or Beneficiary at such last address filed with the Committee or if no address is filed with the Committee then at the last such address as shown on the Sponsor’s records will be binding on the Participant or Beneficiary for all purposes of the Plan. Neither the Plan nor any person acting on behalf of the Plan (including the Committee and the Trustee) shall be required to search for or locate a Participant or Beneficiary.

(b) Any other provision of the Plan to the contrary notwithstanding: an “Unclaimed Account” (as herein below defined) of a Participant or Beneficiary shall be forfeited and shall be used to reduce future Employer Contributions as though the Participant or

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Beneficiary were not vested in the Unclaimed Account. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year exceed the amount of Employer Contribution obligations for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account and shall for all Plan purposes be applied against the Employer Contribution obligations for the following Plan Year. Upon the filing of an application for distribution with respect to a forfeited Unclaimed Account by the Participant or Beneficiary, the Participant’s or Beneficiary’s Unclaimed Account shall be immediately reinstated as though the Participant or Beneficiary were 100% vested in such Unclaimed Account but in an amount equal to the cash value of the Unclaimed Account on the date forfeited. To the extent forfeited amounts are not available to satisfy reinstatements, the Sponsor shall contribute the amount required to reinstate the Participant’s or Beneficiary’s Unclaimed Account. For purposes of this Section 15.9(b), beginning effective May 16, 2012, the term “Unclaimed Account” shall mean any Separate Account or Sub-Account thereof (including any check or other instrument issued in connection with the distribution from such Separate Account or Sub-Account) – (1) the distribution of which is under the terms of the Plan required currently to commence; or (2) the distribution of which has commenced – and with respect to which the person to whom such distribution is to be made has not made written claim therefor in such manner as shall be prescribed by the Committee within a reasonable period (which period shall be not less than 180 days) after the Committee has provided notice regarding distribution with respect to such Separate Account or Sub-Account to the Participant’s or Beneficiary’s address as determined under Section 15.9(a).

15.10 Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Code, regardless of whether the Participant's Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan.

15.11 Default to Discontinue 2009 RMDs

Notwithstanding Section 15.4, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H) of the Code ("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a period of at least 10 years ("Extended 2009 RMDs"), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. In addition, notwithstanding Section 16.2, and

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solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs, will be treated as eligible rollover distributions.

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ARTICLE XVI

FORM OF PAYMENT

16.1 Form of Payment

Except as otherwise provided under Section 15.3, distribution shall be made to a Participant, or his Beneficiary if the Participant has died, in one of the following forms at the election of the Participant or Beneficiary by notice to the Committee: (i) a single sum payment of the entire amount of the Participant’s Separate Account, or (ii) such amount of the Participant’s Separate Account as the Participant, or his Beneficiary if the Participant has died, may from time to time elect in such manner as shall be prescribed (from time to time) by the Committee. In particular, in accordance with procedures established by the Committee, any Participant may elect to receive the vested interest of his Separate Account in installment payments. Installment payments need not be equal or substantially equal until such time as the Participant reaches his Required Beginning Date. Installment payments that are intended to be equal or substantially equal can be made monthly, quarterly, semi-annually, or annually based on any period not extending beyond the joint life expectancy of the Participant and his Beneficiary as determined pursuant to Section 15.5.

16.2 Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided under this Article, a "qualified distributee" may elect in writing, in accordance with rules prescribed by the Administrator, to have any portion or all of a distribution that is an "eligible rollover distribution" paid directly by the Plan to the "eligible retirement plan" designated by the "qualified distributee". Any such payment by the Plan to another "eligible retirement plan" shall be a direct rollover. For purposes of this Section, the following terms have the following meanings:

(a) An "eligible retirement plan" means any of the following: (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code , (iii) an annuity plan described in Section 403(a) of the Code that accepts rollovers, (iv) a qualified trust described in Section 401(a) of the Code that accepts rollovers, (v) an annuity contract described in Section 403(b) of the Code that accepts rollovers, (vi) an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Section 408A of the Code, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Section 408A(c)(3)(B) of the Code. Notwithstanding the foregoing, the portion of a Participant's "eligible rollover distribution" that consists of his After-Tax Contributions may only be transferred to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to

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separately account for such contributions, including separate accounting for the portion of such "eligible rollover distribution" that is includible in income and the portion that is not includible in income. Notwithstanding the foregoing, effective for distributions made in Plan Years beginning after December 31, 2009, an "eligible retirement plan" with respect to a "qualified distributee" who is a nonspouse beneficiary means either an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (an "IRA"). Such IRA must be treated as an IRA inherited from the deceased Participant by the "qualified distributee" and must be established in a manner that identifies it as such.

(b) An "eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Separate Account; provided, however, that an eligible rollover distribution does not include the following:

(1) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code,

(2) any distribution that is one of a series of substantially equal periodic payment made not less frequently than annually for the life or life expectancy of the "qualified distributee" or the joint lives or life expectancies of the "qualified distributee" and the "qualified distributee's" designated beneficiary, or for a specified period of ten years or more, or

(3)    any distribution made on account of hardship.

(c) A "qualified distributee" means a Participant, his surviving spouse, his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, or, for periods on and after January 1, 2010, a deceased Participant's nonspouse beneficiary who is his designated beneficiary within the meaning of Section 401(a)(9)(E) of the Code.

16.3 Notice Regarding Form of Payment

Within the 150 day period ending 30 days before the date as of which distribution of a Participant's Separate Account commences, the Committee shall provide the Participant with a written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the forms of payment provided under the Plan. Distribution of the Participant's Separate Account may commence less than 30 days after such notice is provided to the Participant if (i) the Committee clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to his Normal Retirement Date for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution.

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16.4 Distribution in the Form of Employer Stock

In the case of the Employer Stock Fund, notwithstanding any provision of the Plan other than Section 13.4 and Section 13.5 to the contrary, a Participant may elect to receive distribution of the portion of his Separate Account which is invested in the Employer Stock Fund in the form of cash or all or a portion in the form of whole shares of Employer Stock (with any fraction of a share paid in cash).

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ARTICLE XVII

BENEFICIARIES

17.1 Designation of Beneficiary

A married Participant's Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouse's written consent. A Participant may designate a Beneficiary on the form prescribed by the Administrator. If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the Beneficiary under the Plan shall be the Participant's estate. If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full, and if no other Beneficiary has been designated to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution. Any Participant's designation of Beneficiary must be made under the provisions of this Section 17.1 (or, in the case of a person who transfers to employment covered by the Plan from a position covered by the Eaton Savings Plan, under the provisions of that plan); a designation made under an acquired plan from which assets were transferred or merged into the Plan shall be void and of no effect under the Plan.

17.2 Spousal Consent Requirements

Any written spousal consent given pursuant to this Article must acknowledge the effect of the action taken, must specify any non‑spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without written spousal consent, and must be witnessed by a Plan representative or a notary public. A Participant's spouse will be deemed to have given written consent to the Participant's designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a Participant's spouse hereunder shall be valid only with respect to the spouse who signs the consent.

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ARTICLE XVIII

ADMINISTRATION

18.1 Committee

The Plan shall be administered by the Committee which shall be appointed and may be removed by the Board. Members of the Committee may be Participants in the Plan, and may resign at any time upon notice in writing to the Sponsor. The Committee shall act by a majority of its members. The Committee shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code.

18.2 Fiduciary Responsibility

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

(b) The Investment Committee shall be appointed and may be removed by the Board, and shall be the "Named Fiduciary," as that term is defined in Section 402(a)(2) of ERISA, with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee, and any Investment Manager. The Investment Committee shall have the exclusive authority and responsibility:

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

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

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

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18.3 Committee Power and Rules

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

18.4 Reliance

To the extent permitted by law, the Committee, the Investment Committee, the Trustee, the boards of directors of the Employers and their respective officers and employees shall not be liable for the directions, actions, or omissions of any agent, legal or other counsel, accountant, actuary, or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committee, the Investment Committee, the Trustee, the board of directors of the Employers, and the Employers and their respective officers and employees shall be entitled to rely upon all information and advice which may be given by such experts and shall be fully protected in respect to any action taken or suffered by them in good faith reliance upon any such information or advice. All actions so taken or suffered shall be conclusive upon each of them and upon all Participants, and other persons having or claiming to have any interest in or under the Plan.

18.5 Indemnification

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

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18.6 Claims Review Procedure

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

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

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

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

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

Within 60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the Committee shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall render its written decision on review to the Claimant. The Committee's decision on review shall be written in a manner calculated to be understood by the Claimant, shall specify the reasons and Plan provisions upon which the Committee's decision was based and shall include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim for benefits.

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18.7 Qualified Domestic Relations Orders

The Committee shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Section 414(p) of the Code and regulations issued thereunder.

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ARTICLE XIX

AMENDMENT AND TERMINATION

19.1 Amendment

Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of the Committee, amend the Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor.

19.2 Limitation on Amendment

The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries.

19.3 Termination

The Sponsor reserves the right, by action of the Committee, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the "termination date"). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:

(a) As of the termination date, each Investment Fund shall be valued and all Separate Accounts and Sub‑Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b) All Separate Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), the Participant's written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Separate Account.

(c) Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax‑Deferred Contributions

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Sub‑Account on account of Plan termination (other than a distribution made in accordance with Article XIII or required in accordance with Section 401(a)(9) of the Code) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than two percent of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a "lump sum distribution" as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub‑paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions Sub‑Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub‑Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

19.4 Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as to such Employer. If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more Participants terminates employment but continues in employment with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Section 401(a)(9) of the Code), except that a distribution shall be permitted to be made in such a case, subject to the Participant's consent (to the extent required by law), if (i) the distribution would constitute a "lump sum distribution" as defined in section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), or (iv) of sub‑paragraph (A), sub‑paragraph  (B), or sub‑paragraph (H) thereof, (ii) the Employer continues to maintain the Plan after the disposition, (iii) the purchaser does not maintain the Plan after the disposition, and (iv) the distribution is made by the end of the second calendar year after the calendar year in which the disposition occurred.

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19.5 Withdrawal of an Employer

An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being hereinafter referred to as the "withdrawal date"), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other Employer. The withdrawal of an Employer shall be treated as a termination of the Plan with respect to Participants who at the time are employed by such Employer. In the event of any such withdrawal of an Employer, the action specified in Section 19.3 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company. The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Separate Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan.

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ARTICLE XX

ADOPTION BY RELATED COMPANIES

20.1 Adoption by Related Companies

A Related Company that is not an Employer may, with the consent of the Committee, adopt the Plan with respect to the entire Related Company or any collective bargaining unit, plant, division, or other business operation of the Related Company and become an Employer hereunder. Any such extension of overage shall be reflected on Schedule I and may, with the consent of the Sponsor, be accompanied by overriding provisions as described in Section 20.3. For purposes of computing Hours of Service, Eligibility Service, and Vesting Service of an Employee who is in the employ of the adopting Employer on the effective date of the adoption, employment with the Employer before the effective date of the adoption shall be treated as employment with an Employer.

20.2 Extension of Coverage

An Employer may, with the consent of the Committee, extend Plan coverage to any collective bargaining unit, plant, division, or other business operation that is not already covered under the Plan. Any such extension of coverage shall be reflected on Schedule I and may, with the consent of the Sponsor, be accompanied by overriding provisions as described in Section 20.3. For purposes of computing Hours of Service, Eligibility Service, and Vesting Service of an Employee who is in the employ of the adopting Employer on the effective date of the extension, employment with the Employer before the effective date of the extension shall be treated as employment with an Employer.

20.3 Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan; provided, however, that the Sponsor may add an addendum to the Plan setting forth special overriding provisions applicable to the adoption of the Plan by such Employer, or to the extension of coverage under the Plan to a collective bargaining unit, plant, division, or other business operation of such Employer, for separate eligibility, contribution, life insurance, loan, in-service withdrawal, distribution, and form of payment requirements with respect to Employees of such Employer or to Employees in the collective bargaining unit, plant, division, or other business operation of such Employer to which coverage under the Plan has been extended. Similarly, the Sponsor may add an addendum to the Plan setting forth the special overriding provisions applicable to a collective bargaining unit, plant, division, or other business operation of the Sponsor. Any such addendum shall for all purposes constitute a part of the Plan.

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ARTICLE XXI

MISCELLANEOUS PROVISIONS

21.1 No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period.

21.2 Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries.

21.3 No Guarantees

The Employers, the Administrator, the Committee, the Investment Committee, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become due to any person hereunder.

21.4 Expenses

The expenses of administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust as a general charge thereon, unless the Sponsor elects to make payment. Notwithstanding the foregoing, the Sponsor may direct that administrative expenses that are allocable to the Separate Account of a specific Participant shall be paid from that Separate Account and the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment Fund shall be paid by the Trustee from such Investment Fund.

21.5 Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar circumstances.

21.6 Duty to Furnish Information

The Employers, the Administrator, the Committee, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

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21.7 Withholding

The Trustee shall withhold any tax which by any present or future law is required to be withheld, and which the Administrator notifies the Trustee in writing is to be so withheld, from any payment to any Participant or Beneficiary hereunder.

21.8 Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

21.9 Correction of Plan Failures

The Sponsor may correct any error as it deems appropriate, including, without limitation, as provided by IRS Employee Plans Compliance Resolution System, as amended from time to time.

21.10 Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Section 401(a) of the Code, the exempt status of the Trust under Section 501(a) of the Code, and the deductibility of the contribution under Section 404 of the Code. Except as otherwise provided in this Section and Section 21.11, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Company.

21.11 Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:

(a) is made under a mistake of fact, or

(b) is disallowed as a deduction under Section 404 of the Code,

such contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. In the event the Plan does not initially qualify under Section 401(a) of the Code, any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under Section 403(c)(2)(B) of ERISA.

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21.12 Validity of Plan and Forum Selection

The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the State of Ohio, except as preempted by applicable Federal law. Any proceeding arising out of or relating to the Plan shall be adjudicated in the federal counts for the Northern District of Ohio or in the courts of the State of Ohio located in the district embraced by the federal courts for the Northern District of Ohio. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

21.13 Trust Agreement

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan.

21.14 Parties Bound

The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them.

21.15 Application of Certain Plan Provisions

A Participant's Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X. For purposes of the general administrative provisions and limitations of the Plan, a Participant's Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant for all purposes of the Plan.

21.16 Leased Employees

Any leased employee, other than an excludable leased employee, shall be treated as an employee of the Employer for which he performs services for all purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k), 408(p), 410, 411, 415, and 416 of the Code; provided, however, that no leased employee shall accrue a benefit hereunder based on service as a leased employee except as otherwise specifically provided in the Plan. A "leased employee" means any person who performs services for an Employer or a Related Company (the "recipient") (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction or control by the recipient. An "excludable leased employee" means any leased employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation (as defined in Section 7.10),

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(ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipient's nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the recipient shall be treated as provided by the recipient.

21.17 Transferred Funds

If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.

21.18 Certain Provisions Not Applicable to Bargaining Units

Notwithstanding any provision of the Plan to the contrary, as permitted by Treasury Regulation, provisions of the Plan relating to determination and distribution of "excess contributions," including Sections 7.6, 7.7, and 7.8, shall not be applicable with respect to any Employee who is covered by a collective bargaining agreement and a member of a Covered Group.

21.19 Uniformed Services

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

If a Participant who is absent from employment as an Employee because of military service dies after December 31, 2006, while performing qualified military service (as defined in Section 414(u) of the Code), the Participant shall be treated as having returned to employment as an Employee on the day immediately preceding his death for purposes of determining the Participant's vested interest in his Separate Account and his Beneficiary's eligibility for a death benefit under the Plan. Notwithstanding the foregoing, except as otherwise specifically provided elsewhere in the Plan, such a Participant shall not be entitled to additional contributions with respect to his period of military leave.

21.20 Transfer from Other Qualified Plans

With the Sponsor’s consent (by action of the Committee) a company may cause to be transferred to the Trustee all or any of the assets held in respect of any other plan or trust which satisfies the applicable requirements of the Code relating to qualified plans and trusts which is maintained by a company for the benefit of its common-law employees. Any assets transferred to the Plan shall be accompanied by written instructions from the company, or the trustee or custodian holding such assets, setting forth the employees for whose benefit such assets have been transferred and

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showing separately the respective contributions by the company and by the employees and the current values of the assets attributable thereto. Upon receipt of such assets and instructions the Trustee shall thereafter proceed in accordance with the provisions of the Plan.

In the event that a transfer of assets consisting of Employer Stock acquired with the proceeds of an exempt loan to an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code is made from another plan to the Plan, any rights and protections that are nonterminable within the meaning of Treasury Regulation Section 54.4975-11(a)(3)(ii)  shall continue to apply for the benefit of Participants whose interests in such Employer Stock have been transferred to the Plan, no such Employer Stock shall be subject to a put, call or other option, or a buy-sell or similar arrangement except as otherwise required by the Code and applicable Treasury Regulation and, for the purpose of effectuating the foregoing, terms in substance as set forth in Section 15.9 (Rights to Put Eaton Shares), 15.10 (Restrictions on Transfer of Eaton Shares), and 15.11 (Appraisal Requirement if Employer Securities Not Readily Tradable) of the Eaton Savings Plan shall be applicable for the benefit of such Participants with respect to such transferred Employer Stock.

21.21 Transfer to Other Qualified Plans

Subject to Sections 21.8 and 21.17, with the Sponsor’s consent (by action of the Committee) an Employer by written direction to the Trustee may transfer some or all of the assets held under the Plan to another plan or trust meeting the requirements of the Code relating to qualified plans and trusts. Upon receipt of such written direction the Trustee shall cause to be transferred the assets so directed.

21.22 Issuance of Employer Stock

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

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ARTICLE XXII

MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES

22.1 Merger of Cooper Individual Account Retirement Plan for Bargaining Unit Employees

The Cooper Individual Account Retirement Plan for Bargaining Unit Employees (the "IAR Plan") is being merged into the Plan effective as of the close of business on December 31, 2013 (the "Merger Date"), and a transfer of the assets held under the IAR Plan is being made to the Plan as of the Merger Date. The transferred assets reflect the accounts of individuals under the IAR Plan (each a "Transferee"), which assets shall be held, administered, and accounted for in accordance with the provisions of this Article XXII.

22.2 Separate Accounts

As of the Merger Date, Separate Accounts are being established in accordance with the provisions of the Plan in the name of each Transferee, and each Transferee shall thereby become a Participant. Notwithstanding the provisions of Article IV, contribution elections in effect under the IAR Plan as of the Merger Date shall be applicable under the Plan until changed in accordance with the terms of the Plan. In addition to any credits or debits to the Separate Accounts of persons described in the immediately preceding sentence in accordance with the Plan's general provisions, as of the date the assets of the IAR Plan are received by the Trustee and deposited in the Trust there shall be credited to each such Separate Account, as applicable, the value of such Transferee's prior Account or sub account of the corresponding type under the IAR Plan.

22.3 Continuing Provisions

Effective as of the Merger Date a new Appendix A titled "IAR Continuing Provisions" is hereby added to the Plan setting forth certain provisions applicable to a person who is employed on an hourly rate basis by the Employer at a facility listed on Schedule B of Appendix A and who is a member of the Union listed on the applicable addendum or who is not a member of said Union but whose benefits eligibility and terms are determined under a collective bargaining agreement to which said Union is a party. Each Covered Active Facility listed on Schedule B shall constitute a Covered Group for purposes of the Plan, and the provisions of the Plan shall apply with respect to the portion of the Plan described in Appendix A and Eligible Employees thereunder except as otherwise expressly provided.

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ARTICLE XXIII

MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(K) PLAN & TRUST

23.1 Merger of Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust

The Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust (the " Shaper Plan") is being merged into the Plan effective as of the close of business on December 31, 2013 (the "Merger Date"), and a transfer of the assets held under the Shaper Plan is being made to the Plan as of the Merger Date. The transferred assets reflect the accounts of individuals under the Shaper Plan (each a "Transferee"), which assets shall be held, administered, and accounted for in accordance with the provisions of this Article XXIII.

23.2 Separate Accounts

As of the Merger Date, Separate Accounts are being established in accordance with the provisions of the Plan in the name of each Transferee, and each Transferee shall thereby become a Participant. Notwithstanding the provisions of Article IV, contribution elections in effect under the Shaper Plan as of the Merger Date shall be applicable under the Plan until changed in accordance with the terms of the Plan. In addition to any credits or debits to the Separate Accounts of persons described in the immediately preceding sentence in accordance with the Plan's general provisions, as of the date the assets of the Shaper Plan are received by the Trustee and deposited in the Trust there shall be credited to each such Separate Account, as applicable, the value of such Transferee's prior Account or sub account of the corresponding type under the Shaper Plan.

23.3 Continuing Provisions

Effective as of the Merger Date a new Covered Group Addendum Re: Separate Plan Provisions Relating to: Local 2131 of the International Brotherhood of Electrical Workers ("IBEW") is made a part of the Plan and shall govern with respect to the Separate Accounts of Transferees.

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ARTICLE XXV

EFFECTIVE DATE

24.1 General

Except as otherwise expressly provided in the Plan, this amendment and restatement of the Plan is effective beginning January 1, 2014. 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, 2014, with respect to periods prior to January 1, 2014. The provisions of this restatement supersede those of any prior restatements to the extent inconsistent herewith.

24.2 Legal Compliance Effective Date Provisions

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

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* * *

EXECUTED AT Cleveland, Ohio, this _________ day of ________________, 2013.

EATON CORPORATION

By:      Title:

11512535.7

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SCHEDULE I

SCHEDULE OF COVERED GROUPS

Date Plan            Plan Effective Date

Description of Covered GroupCoverage EffectivePrior to Plan Merger

Employees covered by a collective

bargaining agreement with:

• UAW Local 164, Auburn, IN        October 1, 1997        N/A

• IAM and Aerospace Workers,

Local 77, Eden Prairie, MN        July 1, 1998            January 1, 1990

• Beaver Salaried Employees

Association (BSEA), Beaver, PA        September 1, 1998        February 1, 1994

• IBEW, AFL-CIO, Local 201,        September 1, 1998        February 1, 1994

Beaver, PA

• IBEW, AFL-CIO, Local 1833,

Horseheads, NY                September 1, 1998        February 1, 1994

• IAMAW Local 1165, Lincoln, IL        May 1, 1999            January 1, 1994

• IAM Local 70, Hutchinson, KS        July 1, 2000            July 3, 1988

• UPIU Local 7967, Cleveland, OH    July 1, 2000            January 1, 1995

• UAW Local 475, Jackson, MI        January 1, 2001        N/A

• IUE Local 792, Jackson, MS        January 1, 2002        N/A

• UAW Local 1404, Columbia City, IN    July 1, 2003            N/A

• Centurion/John Crane/EKK Eagle
American Shop Union, Warwick, RI    January 1, 2006        N/A

• UAW Local 2262, Euclid OH        July 1, 2007            November 1, 2002

• IBEW Local 2131,Richmond, California            January 1, 2014        May 5, 1966

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COVERED GROUPS THAT HAVE CLOSED/CLOSED LOCATIONS

Description of Covered Group Employees covered by a collective bargaining agreement with:	Date Plan Coverage Effective	Plan Effective Date Prior to Plan Merger	Coverage End Date
•IAM Local 78, Milwaukee, WI	July 1, 1996	N/A	__________, 1980
•IAM Local 1061, Milwaukee, WI	July 1, 1996	N/A	March 15, 2003
•USWA Local 7509, Shelbyville, TN	September 1, 1996	N/A	__________, 2003
•UAW Local 220, Marshall, MI	January 1, 1997	N/A	July 30, 2006
•Metal Processors Union IUAP & NW AFL-CIO, Local 16, Rochelle, IL	January 1, 1997	N/A	__________, 2006
•UPIU Local 7334, Massillon, OH	March 1, 1999	[N/A]	[DATE]
•UAW Local 1609, Winimac, IN	December 1, 1999	January 1, 1995	__________, 1998
•IAMAW Local 725, Los Angeles, CA	January 1, 2000	N/A	[DATE]
•UAW Local 1966, Jackson, MI	January 1, 2002	N/A	November 8, 2007
•IAMAW Local 2528, Hohenwald, TN	May 1, 2003	N/A	July 29, 2005
•PACE – Local 7433, Saginaw, MI	June 1, 2003	January 1, 1990	December 17, 2007
•United Employees Union, Elizabeth, NJ	September 3, 2005	N/A	__________, 2006
•IAM Local 97, Portage, MI	September 1, 2006	N/A	October 21, 2008

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

Beaver Salaried Employees Association (BSEA), Beaver PA
IBEW, AFL-CIO, Local 201, Beaver, PA
IBEW, AFL-CIO, Local 1833, Horseheads, NY

Effective September 1, 1998, the Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees (the "C-H Plan") was merged into the Plan and the assets of the C-H Plan were transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. In connection with the merger described herein, and pursuant to negotiations with representatives of each Covered Group previously covered by the C-H Plan, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to the above-referenced Employees.

1. Article VI is replaced by Article VIA, as follows:

ARTICLE VIA

EMPLOYER CONTRIBUTIONS

6A.1 Applicability

The provisions of this Article are applicable, effective July 1, 2010, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and Beaver Salaried Employee Association (BSEA), Beaver, PA, IBEW, AFL-CIO, Local 201, Beaver, PA, or IBEW, AFL-CIO, Local 1833, Horseheads, NY; prior to July 1, 2010, the provisions of the 2002 Restatement, as amended, shall be applicable.

6A.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this Article, the "match level" means 6 percent of the Employee's Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6A.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first

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applied to the Employee's Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee's After-Tax Contributions.

The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

6A.3 Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d) (5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6A.4 Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account during a given Plan Year.

Moreover, a Participant who is a member of IBEW, AFL-CIO Local 1833, Horseheads, NY, shall be 100% vested in, and have a nonforfeitable right to, the matching contribution credited to his Employer Contributions Sub-Account during a given Plan Year, provided he is a Participant who completes an Hour of Service on or after January 1, 2006.

6A.5 Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. Moreover, in no

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event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

2. The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6A.1 for whom matching contributions are made:

13B.8    Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from his Employer Contributions Sub-Account, provided, however, that he may not withdraw any portion of such Sub-Account which has been designated as a qualified matching contribution or, except in the case of a Participant who is at least 59-1/2 years of age, any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

3. The following provision is added to Article XVI:

16A.5    Certain Additional Methods of Payment

In the case of a Participant who is no longer an Employee, who has retired under an Employer pension plan (not including a Participant who has terminated with a right to a deferred vested pension under an Employer pension plan), and who had an account balance under the C-H Plan immediately prior to September 1, 1998 (a "Retired Participant"), the following shall apply:

In lieu of receiving a single sum payment under Section 16.1, and notwithstanding the provisions of Section 15.4, a Retired Participant may elect to receive distribution of his Separate Account in accordance with one of the following options:

(a) He may elect to receive monthly or annual installments, the amount of which is determined by the Retired Participant at retirement. Monthly installments shall begin as soon as practicable following his written direction to the Administrator. For annual installments, the first installment will be paid as soon as practicable following the close of the Plan Year in which the Participant retires and each subsequent installment will be paid as close as practicable to the annual anniversary of the first payment. Each installment shall be paid in cash on a pro rata basis from each Investment Fund in which he has an interest. Payments shall be made until the Retired Participant's Separate Account is depleted.

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Payments under this option must be at least equal to the amount required under Section 401(a)(9) of the Code and regulations issued thereunder.

(b) He may elect to defer receipt of his Separate Account until such time as he instructs the Administrator that he wishes to receive his Separate Account in whole or in part. In no event, however, may the Retired Participant defer receipt of his first payment beyond the April 1 following the calendar year in which he attains age 70-1/2, and such first payment and all subsequent payments must be at least equal to the amounts required under Section 401(a)(9) of the Code and regulations issued thereunder.

The initial election of one of the options set forth in paragraph (a) or (b) above must be made in writing by the Retired Participant prior to his retirement. A Retired Participant may cancel the election made under paragraph (a) or (b) above at any time and elect the option set forth in paragraph (b) or (a), respectively.

A Retired Participant who has elected the option set forth in paragraph (a) may also request a partial distribution as outlined in paragraph (b) in addition to his scheduled monthly or annual payment.

A Participant who had an account balance under the C-H Plan immediately prior to September 1, 1998, and becomes disabled prior to his termination of employment with the Employers as described in Section 6A.4 (a "disabled Participant") shall be treated for the purpose of this Section as though he were retired on the date he is determined to be disabled and he shall be entitled to the same options set forth above.

In the event a Participant who had an account balance under the C-H Plan immediately prior to September 1, 1998, dies prior to his termination of employment with the Employers, the following shall apply:

(c) If the total value of the Participant's Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant's death occurred prior to the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant's death or may elect to leave the Participant's Separate Account in the Plan. If the spouse elects to leave the Participant's Separate Account in the Plan, the spouse shall be treated as a terminated Participant. Amounts which remain in the Plan must be withdrawn (in one lump sum only) not later than by the Participant's Normal Retirement Date; no partial distributions shall be permitted.

(d) If the total value of the Participant's Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant's death occurred on or after the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant's

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death or may elect to leave the Participant's Separate Account in the Plan. If the spouse elects to leave the Participant's Separate Account in the Plan, he shall be treated as a Retired Participant and the investment and payout options which are available to Retired Participants shall be available to the spouse.

In the event of the death of a Retired Participant or a disabled Participant, the following shall apply:

(e) If the total value of the Participant's Separate Account exceeds $5,000 and the designated Beneficiary is the spouse, the spouse shall be treated as a Retired Participant and the investment and payout options which are available to a Retired Participant shall be available to the spouse.

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COVERED GROUP ADDENDUM

Re: Separate Plan Provisions Relating to:

UAW, Local 1966, Jackson, Michigan (Covered Group)

(As Amended and Restated Effective January 1, 2003)

Certain assets of the Aeroquip-Vickers Savings and Profit-Sharing Plan (the “A-V Plan”) were transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. In connection with the asset transfer, and pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group.

1. Article VI is replaced by Article VIB, as follows:

ARTICLE VIB
EMPLOYER CONTRIBUTIONS

6B.1 Applicability

The provisions of this Article shall be applicable effective January 1, 2003, but with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and UAW, Local 1966, Jackson, Michigan.

6B.2 Matching Contributions

The Sponsor shall make no matching contributions to the Plan for periods on and after January 1, 2003. For periods prior to January 1, 2003, the Sponsor made matching contributions pursuant to this Section 6B.2 as then in effect.

6B.3 Vesting of Employer Contributions

A Participant shall at all times be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account.

6B.4 Profit Sharing Contributions

In accordance with Section 21.22(c), a Profit Sharing Contributions Sub-Account was established for each A-V Transferee with respect to whom a “Profit Sharing Contributions Account” was maintained under the A-V Plan (“A-V PS Account”) to which was credited profit sharing contributions in the amount credited to such A-V Transferee under such A-V PS Account. No additional contributions shall be made to such Profit Sharing Contributions Sub-Account under the Plan. The amount credited to the A-V PS Account of an A-V Transferee invested in the “Eaton Stock Fund” under the A-V Plan immediately prior to the Asset Transfer Date was invested in the Employer

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Stock Fund on the Asset Transfer Date. An A-V Transferee may direct that his Profit Sharing Contributions Sub-Account be reallocated among Investment Funds to the same extent that he may reallocate investment of his Employer Contributions Sub-Account in accordance with Section 10.4(b), provided that upon reaching age 55 he may reallocate 100% of his Profit Sharing Contributions Sub-Account among Investment Funds in a manner consistent with the requirements of Section 10.3.

6B.5    Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

2. The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6B.1 for whom matching contributions were made:

13B.8 Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from his Employer Contributions Sub-Account, provided, however, that he may not withdraw any portion of such Sub-Account which has been designated as a qualified matching contribution or, except in the case of a Participant who is at least 59-1/2 years of age, any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

PACE – Local 7433, Saginaw, MI (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provisions of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group.

1.    Section 21C.23 is added to provide as follows, effective October 1, 2003:

21C.23 Transfer from the Eaton Corporation Engine Components Division

Saginaw Plant Hourly Employees 401(k) Plan

The Eaton Corporation Engine Components Division Saginaw Plant Hourly Employees 401(k) Plan (the "Saginaw Plan") is being merged into the Plan and the assets of the Saginaw Plan are being transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. As a result of the merger, the following additional method of payment shall apply:

16C.5    Annuity Form of Payment

In the event that a Participant elects payment of his Separate Account in the form of an annuity, then the provisions of this Section 16C.5 shall apply with respect to distribution of his Separate Account, notwithstanding any provision of the Plan to the contrary.

(a)    Definitions

For purposes of this Addendum, the following terms have the following meanings:

(i)    A Participant's "annuity starting date" means the first day of the first period for which an amount is paid as an annuity or any other form.

(ii)    The "automatic annuity form" means the form of annuity that will be purchased on a Participant's behalf as provided in paragraph (d) unless the Participant elects another form of annuity as provided in paragraph (d).

(iii)    A "qualified election" means an election that is made during the qualified election period. A qualified election of a form of payment other than the automatic annuity form applicable to the Participant or designating a Beneficiary other than the Participant's spouse to receive amounts otherwise payable as a qualified preretirement survivor annuity must include the written consent of the Participant's spouse, if any. A Participant's spouse will be deemed to have given

82

written consent to the Participant's election if the Participant establishes to the satisfaction of a Plan representative that spousal consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. The spouse's written consent must acknowledge the effect of the Participant's election, must specify the form of payment selected instead of the automatic annuity form, if applicable, must specify any non-spouse Beneficiary designated by the Participant, and must be witnessed by a Plan representative or a notary public. Any written consent given or deemed to have been given by a Participant's spouse hereunder shall be irrevocable and shall be effective only with respect to such spouse and not with respect to any subsequent spouse.

(iv)    The "qualified election period" with respect to the automatic annuity form means the 180 day period ending on a Participant's annuity starting date. The "qualified election period" with respect to a qualified preretirement survivor annuity means the period beginning on the later of (i) the date he elects an annuity form of payment or (ii) the first day of the Plan Year in which the Participant attains age 35 or, if he terminates employment prior to such date, the day he terminates employment with his Employer and all Related Corporations.

(v)    A "qualified joint and survivor annuity" means an immediate annuity payable at earliest retirement age under the Plan, as defined in regulations issued under Section 401(a)(11) of the Code, for the life of a Participant with a survivor annuity payable for the life of the Participant's spouse that is equal to at least 50 percent of the amount of the annuity payable during the joint lives of the Participant and his spouse, provided that the survivor annuity shall not be payable to a Participant's spouse if such spouse is not the same spouse to whom the Participant was married on his annuity starting date.

(vi)    A "qualified preretirement survivor annuity" means an annuity payable to the surviving spouse of a Participant in accordance with the provisions of paragraph (e).

(vii)    A "single life annuity" means an annuity payable for the life of the Participant.

(b)    Optional Form of Payment

A Participant or his Beneficiary, as the case may be, may elect to receive distribution of his Separate Account through the purchase of a single premium, nontransferable annuity contract for such term and in such form as the Participant, or his Beneficiary, if the Participant has died, shall select, subject to the provisions of paragraph (d); provided, however, that a Participant's Beneficiary may not elect to receive distribution of an annuity payable over the joint lives of the Beneficiary and any other individual. The terms of any annuity contract purchased hereunder

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and distributed to a Participant or his Beneficiary shall comply with the requirements of the Plan. Notwithstanding the foregoing, a Participant may elect payment in the form of a qualified optional survivor annuity pursuant to which is a paid an immediate annuity for the life of the Participant with a survivor annuity payable for the life of the Participant's spouse that is equal to 75 percent of the amount of the annuity payable during the joint lives of the Participant and his spouse.

(c)    Change of Option Election

Subject to the provisions of paragraph (d), a Participant or Beneficiary who has elected the optional form of payment under paragraph (b) may revoke or change his election at any time prior to his annuity starting date by filing with the Administrator a written election in the form prescribed by the Administrator.

(d)    Form of Annuity Requirements

If a Participant elects to receive distribution through the purchase of an annuity contract, distribution shall be made to such Participant through the purchase of an annuity contract that provides for payment in one of the following automatic annuity forms, unless the Participant elects a different type of annuity:

(i)    The automatic annuity form for a Participant who is married on his annuity starting date is the 50 percent qualified joint and survivor annuity.

(ii)    The automatic annuity form for a Participant who is not married on his annuity starting date is the single life annuity.

A Participant's election of an annuity other than the automatic annuity form shall not be effective unless it is a qualified election; provided, however, that spousal consent shall not be required if the form of annuity elected by the Participant is a qualified joint and survivor annuity. A Participant who has elected the optional annuity form of payment can revoke or change his election only pursuant to a qualified election.

(e)    Qualified Preretirement Survivor Annuity Requirements

If a married Participant elects to receive distribution through the purchase of an annuity contract and dies before his annuity starting date, his spouse shall receive distribution of 50 percent of the value of the vested portions of the Participant's Separate Account through the purchase of an annuity contract that provides for payment over the life of the Participant's spouse. A Participant's spouse may elect to receive distribution under any one of the other forms of payment available under the Plan instead of in the qualified preretirement survivor annuity form. If a married Participant's Beneficiary designation on file

84

with the Administrator designates a non-spouse Beneficiary, the non-spouse Beneficiary shall be entitled to receive distribution only of the vested portions of the Participant's Separate Account that remain after distribution has been made to the Participant's spouse. A Participant can only designate a non-spouse Beneficiary to receive distribution of that portion of his Separate Account otherwise payable as a qualified preretirement survivor annuity pursuant to a qualified election.

(f)    Notice Regarding Forms of Payment

Within a reasonable period of time prior to the date a Participant could commence distribution of his Separate Account under the Plan, the Administrator shall provide him with a written explanation of the forms of payment available under the Plan. If a Participant elects to receive distribution through the purchase of an annuity contract, the Administrator shall provide the Participant with a written explanation of (i) the terms and conditions of the automatic annuity form and the other forms of payment available under the Plan, (ii) the Participant's right to choose a form of payment other than the automatic annuity form or to revoke such choice, and (iii) the rights of the Participant's spouse. The Administrator shall provide such explanation within the 150-day period ending 30 days before the Participant's annuity starting date. In addition, the Administrator shall provide such a Participant with a written explanation of (i) the terms and conditions of the qualified preretirement survivor annuity, (ii) the Participant's right to designate a non-spouse Beneficiary to receive distribution of that portion of his Separate Account otherwise payable as a qualified preretirement survivor annuity or to revoke such designation, and (iii) the rights of the Participant's spouse.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

United Employees Union, Elizabeth, NJ (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to Employees in the Covered Group.

1.    Article VI is replaced by Article VID, as follows:

ARTICLE VID
EMPLOYER CONTRIBUTIONS

6D.1    Applicability

The provisions of this Article are applicable, effective September 3, 2005, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and United Employees Union, Elizabeth, NJ.

6D.2    Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this Article, the "match level" means 6 percent of the Employee's Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation and for any period during which his employment is not described in Section 6D.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account (Matching) maintained to reflect matching contributions made for the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee's Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee's After-Tax Contributions.

The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in that portion of his Employer Contributions Sub-Account (Matching) that is attributable to qualified matching contributions shall be at all times 100 percent.

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6D.3    Employer Retirement Contributions

The Sponsor shall make an employer retirement contribution to the Plan for each Eligible Employee for each Plan Year in an amount equal to a percentage of his Compensation for the Plan Year determined as follows:

If the Eligible Employee became a participant in the Hayward Industries, Inc. Pension Plan after January 1, 1996, such percentage shall be 4%.

If the Eligible Employee became a participant in the Hayward Industries, Inc. Pension Plan on or before January 1, 1996, such percentage shall be determined according to the following chart:

Date of Birth	Percentage of Compensation Contribution
Before January 1, 1946	7%
From January 1, 1946 through December 31, 1950	6%
From January 1, 1951 through December 31, 1955	5%
On or after January 1, 1956	4%

The amount of such contribution for the Plan Year shall be allocated to the Employer Contributions Sub-Account (Retirement) maintained to reflect employer retirement contributions made for the Eligible Employee as of the last day of the Plan Year. Notwithstanding the foregoing, no employer retirement contribution shall be made for an Eligible Employee unless he remains employed by the Sponsor on the last day of the Plan Year for which the contribution is made.

6D.4    Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6D.5    Vesting of Employer Contributions

The following provisions relating to vesting shall apply:

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(a) A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account (Matching) during a given Plan Year

(b) A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the employer retirement contributions credited to his Employer Contributions Sub‑Account (Retirement) for a Plan Year after he has been credited with five years of Vesting Service. Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his Employer Contributions Sub-Account (Retirement), if he ceases to be employed by the Employers on or after his 65th birthday. Moreover, the Employer Contributions Sub-Account of each Participant who terminated employment in connection with the closing of the Elizabeth, New Jersey location in 2006 shall be fully vested.

(c) In determining the Vesting Service of an Eligible Employee who was employed by Hayward Industries on September 2, 2005, service earned by such Eligible Employee under the Hayward Industries, Inc. Pension Plan shall be included as Vesting Service under the Plan.

6D.6    Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub‑Accounts, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Accounts continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Accounts under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Accounts on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub‑Accounts immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

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6D.7    Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures pursuant to Section 6D.5 that are not used to pay Plan expenses, as further provided in Section 14D.4.

2. A new paragraph 12D.6(f) is added to Section 12.6 to provide as follows:

(f) Amounts Not Available: The amount a Participant may borrow shall be determined after excluding any amount which has been allocated to his Employer Contributions Sub-Accounts for a period of less than 24 months ending on the date of his loan request.

3. The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6D.1 for whom matching contributions or employer retirement contributions are made:

13D.8    Withdrawal Provisions Relating to Employer Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from the vested portion of his Employer Contributions Sub-Accounts, provided, however, that he may not withdraw (i) any portion of his Employer Contributions Sub-Account (Matching) which has been designated as a qualified matching contribution, or (ii) except in the case of a Participant who is at least 59-1/2 years of age, any amount of any Sub-Account which has been credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

4. The following provisions are added to Article XIV and are applicable to Participants described in Section 6D.1 for whom employer retirement contributions are made:

14D.2    Separate Accounting for Non-Vested Amounts

If as of a Participant's Settlement Date the Participant's vested interest in his Employer Contributions Sub-Account (Retirement) is less than 100 percent, that portion of his Employer Contributions Sub-Account (Retirement) that is not vested shall be accounted for separately and shall be disposed of as provided in the following Section 14D.3.

14D.3    Disposition of Non-Vested Amounts

That portion of a Participant's Employer Contributions Sub-Account (Retirement) that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

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(a) If the Participant has no vested interest in his Separate Account upon the occurrence of his Settlement Date or his vested interest in his Separate Account as of the date of distribution does not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account (Retirement) shall be forfeited and his Separate Account closed as of the last day of the Plan Year (i) in which the Participant's Settlement Date occurs, if the Participant has no vested interest in his Separate Account and is therefore deemed to have received distribution on that date, or (ii) in which actual distribution is made to the Participant.

(b) If the Participant's vested interest in his Separate Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account (Retirement) shall be forfeited and his Separate Account closed as of the last day of the Plan Year in which the single sum payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant's Settlement Date.

(c) If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account (Retirement) shall continue to be held in such Sub-Account and shall not be forfeited until the Participant has been absent from employment with the Employer for five years.

14D.4    Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant's Employer Contributions Sub-Account (Retirement) is forfeited during a Plan Year in accordance with the provisions of the preceding Section 14D.3, the amount of such forfeiture, determined as of the last day of the Plan Year in which the forfeiture occurs, shall be applied against the employer retirement contribution obligation for the Plan Year. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to the Employer exceed the amount of such Employer's employer retirement contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against the Employer's employer retirement contribution obligations for the following Plan Year.

14D.5    Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account (Retirement) in accordance with the provisions of paragraph (a) or (b) of Section 14D.3 and who is reemployed by an Employer or a Related Company shall have

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such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a) he returns to employment with an Employer or a Related Company before he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account;

(b) he resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account; and

(c) if he received actual distribution of his vested interest in his Separate Account, he repays to the Plan the full amount of such distribution before the earlier of (i) the end of the five year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received distribution of his vested interest in his Separate Account.

Funds needed in any Plan Year to recredit the Separate Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants' Separate Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

Centurion/John Crane/EKK Eagle American Shop Union, Warwick, RI (Covered Group)

Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to the above-referenced Employees.

1.    Article VI is replaced by Article VIE, as follows:

ARTICLE VIE
EMPLOYER CONTRIBUTIONS

6E.1    Applicability

The provisions of this Article are applicable, effective January 1, 2006, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and Centurion/John Crane/EKK Eagle American Shop Union.

6E.2    Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this Article, the "match level" means 6 percent of the Employee's Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6E.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee's Tax-Deferred Contributions and then, if the 3 percent maximum has not been reached, to the Employee's After-Tax Contributions.

The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

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6E.3    Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6E.4    Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account during a given Plan Year.

6E.5    Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub‑Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub‑Account immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

2. The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6E.1 for whom matching contributions are made:

13E.8    Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant may elect to make a withdrawal from his Employer Contributions Sub-Account, provided, however, that he may not withdraw any portion of such

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Sub-Account which has been designated as a qualified matching contribution or, except in the case of a Participant who is at least 59-1/2 years of age, any amount credited to such account during the period of 24 months ending on the date immediately prior to the date of the withdrawal.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

International Association of Machinists, Local 97, Portage, MI (Covered Group)

Effective September 1, 2006, the employees of the International Association of Machinists, Local 97 in Portage, Michigan, were extended coverage under the Plan. Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to the above-referenced Employees.

1. Article VI is replaced by Article VIF, as follows:

ARTICLE VIF
EMPLOYER CONTRIBUTIONS

6F.1    Applicability

The provisions of this Article are applicable, effective September 1, 2006, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Sponsor and International Association of Machinists, Local 97, Portage, Michigan.

6F.2 Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 25 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this paragraph, the "match level" means 6 percent of the Employee's Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6F.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee's Tax-Deferred Contributions and then, if the 1.5 percent maximum has not been reached, to the Employee's After-Tax Contributions.

The Sponsor shall make a supplemental matching contribution to the Plan for each Eligible Employee who is an Employee on December 31 of a Plan Year as soon as reasonably practicable following the end of a Plan Year in an amount

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equal to 15 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the Plan Year up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this paragraph, the "match level" means 6 percent of the Employee's Compensation for the Plan Year, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6F.1. Each supplemental matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The supplemental matching contribution by the Sponsor shall be first applied to the Employee's Tax-Deferred Contributions and then, if the .9 percent maximum has not been reached, to the Employee's After-Tax Contributions. The Sponsor may designate any portion or all of its matching or supplemental matching contributions as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

6F.3    Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d) (5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6F.4    Vesting of Employer Contributions

A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions and supplemental matching contributions credited to his Employer Contributions Sub-Account.

6F.5    Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined

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without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

United Autoworkers of America, Local 2262, Euclid, OH (Covered Group)

Effective July 1, 2007, the employees of United Autoworkers of America, Local 2262 in Euclid, Ohio, were extended coverage under the Plan. Pursuant to negotiations with representatives of the Covered Group, notwithstanding any other provision of the Plan to the contrary, the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of July 1, 2007.

1. Section 3.1 is replaced by Section 3G.1, as follows:

3G.1    Eligibility

Each Employee who was an Employee on July 1, 2007 shall be an Eligible Employee on July 1, 2007. Each other Employee shall become an Eligible Employee as of the Enrollment Date next following the date on which he has completed any probationary period specified in the applicable collective bargaining agreement.

2. Section 4.2 is replaced by Section 4G.2, as follows:

4G.2    Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be a whole percentage of his Compensation of not less than one percent nor more than 40 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

3. Section 5.2 is replaced by Section 5G.2, as follows:

5G.2    Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be a whole percentage of his Compensation of not less than one percent nor more than 20 percent.

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4.    Section 5.9 is replaced by Section 5G.9, as follows:

5G.9 Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions

Notwithstanding any provision of the Plan to the contrary, a Participant's rate of Tax-Deferred Contributions and After-Tax Contributions, when aggregated, may not exceed 60 percent of his Compensation.

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COVERED GROUP ADDENDUM

Re:    Separate Plan Provisions Relating to:

Local 2131 of the International Brotherhood for
Electrical Workers ("IBEW")

Effective as of the close of business on December 31, 2013, the Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust (the "Shaper Plan") was merged into the Plan and the assets of the Shaper Plan were transferred to the Trust, in accordance with the requirements of Section 414(l) of the Code, thereafter to be held under the provisions of the Plan. In connection with the merger described herein, and pursuant to negotiations with representatives of the Covered Group previously covered by the Shaper Plan, notwithstanding any other provision of the Plan to the contrary the provisions hereinafter set forth shall apply with respect to the above-referenced Employees effective as of January 1, 2014, except as otherwise expressly provided.

1.    Article VI is replaced by Article VIH, as follows:

ARTICLE VIH
EMPLOYER CONTRIBUTIONS

6H.1 Applicability

The provisions of this Article are applicable, effective January 1, 2014, with respect only to Eligible Employees who are covered by a collective bargaining agreement between the Employer and Local 2131 of the International Brotherhood of Electrical Workers ("IBEW").

6H.2    Matching Contributions

The Sponsor shall make a matching contribution to the Plan for each Eligible Employee for each month in an amount equal to 25 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made by or on behalf of the Employee during the month up to, but not exceeding, the "match level" and zero percent of any such aggregate Tax-Deferred Contributions and After-Tax Contributions made in excess of the "match level". For purposes of this Article, the "match level" means 6 percent of the Employee's Compensation for the pay period, excluding Compensation with respect to any period ending prior to the date on which the Employee became eligible to participate in the allocation of matching contributions and Compensation for any period during which his employment is not described in Section 6H.1. Each matching contribution shall be allocated to the Employer Contributions Sub-Account of the Employee with respect to whom it is determined. The matching contribution by the Sponsor shall be first applied to the Employee's Tax-Deferred Contributions and then, if the 1.5 percent maximum has not been reached, to the Employee's After-Tax Contributions.

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The Sponsor may designate any portion or all of its matching contribution as a qualified matching contribution. Amounts that are designated as qualified matching contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in that portion of his Employer Contributions Sub-Account that is attributable to qualified matching contributions shall be at all times 100 percent.

6H.3    Payment of Employer Contributions

Employer Contributions shall be paid in cash or in qualifying employer securities, as defined in Section 407(d) (5) of ERISA, to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6H.4 Vesting of Employer Contributions

A Participant shall be vested in the matching contributions credited to his Employer Contributions Sub-Account in accordance with the following schedule:

Vested Percentage Years of Vesting Service
Less than 2	0
2	20
3	40
4	60
5	80
6	100

Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his Employer Contributions Sub-Account, if (i) he ceases to be employed by the Employer on or after his 65th birthday; (ii) he dies while in the employ of the Employer; or (iii) he incurs Total and Permanent Disability while in the employ of the Employer. For this purpose, Total and Permanent Disability means the inability to engage in any substantial gainful actively by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months or a condition which qualifies the Participant for payment of long term disability benefits under a long term disability plan of the Employer. Moreover, if the condition constitutes total disability under the federal Social Security Act, the Committee may rely upon such determination that the Participant is Totally and Permanently Disabled for the purposes of this Plan. Notwithstanding the foregoing, for periods prior to January 1, 2014, a Participant shall be credited with Vesting Service equal to the amount then credited to him under the provisions of the Shaper Plan, and for the Plan Year beginning January 1, 2014, he shall be credited with the amount of Vesting Service determined under the provisions of the Shaper Plan, if greater than the amount determined under the Plan for that Plan Year.

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6H.5    Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. Moreover, in no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Sub-Account immediately prior to the effective date of such amendment.

6H.6 Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures occurring during the Plan Year pursuant to Section 6H.5 that are not used to pay Plan expenses, as further provided in Section 14H.4.

2. The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6H.1 for whom matching contributions are made:

13H.9    Withdrawal Provisions Relating to Matching Contributions

Notwithstanding any provision of the Plan to the contrary, the following shall apply:

A Participant who is at least 59-1/2 years of age may elect to make a withdrawal from the vested portion of his Employer Contributions Sub-Account, provided, however, that he may not withdraw any portion of such Sub-Account which has been designated as a qualified matching contribution. A Participant who is determined by the Employer or a Related Corporation to have incurred a hardship as defined in Article XIII may elect, subject to the limitations and considerations prescribed in that Article, to make a cash withdrawal from the vested portion of his Employer-Contributions Sub-Account.

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3. The following provisions are added to Article XIV and are applicable to Participants described in Section 6H.1 for whom employer retirement contributions are made:

14H.2    Separate Accounting for Non-Vested Amounts

If as of a Participant's Settlement Date the Participant's vested interest in his Employer Contributions Sub-Account is less than 100 percent, that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately and shall be disposed of as provided in the following Section 14H.3.

14H.3    Disposition of Non-Vested Amounts

That portion of a Participant's Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

(a) If the Participant has no vested interest in his Separate Account upon the occurrence of his Settlement Date or his vested interest in his Separate Account as of the date of distribution does not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall be forfeited and his Separate Account closed as of the last day of the Plan Year (i) in which the Participant's Settlement Date occurs, if the Participant has no vested interest in his Separate Account and is therefore deemed to have received distribution on that date, or (ii) in which actual distribution is made to the Participant.

(b) If the Participant's vested interest in his Separate Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall be forfeited and his Separate Account closed as of the last day of the Plan Year in which the single sum payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant's Settlement Date.

(c) If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the Participant has been absent from employment with the Employer for five years.

14H.4    Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant's Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the preceding Section

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14H.3, the amount of such forfeiture, determined as of the last day of the Plan Year in which the forfeiture occurs, shall be applied against the employer retirement contribution obligation for the Plan Year. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year with respect to the Employer exceed the amount of such Employer's employer retirement contribution obligation for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against the Employer's employer retirement contribution obligations for the following Plan Year.

14H.5    Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of Section 14H.3 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a) he returns to employment with an Employer or a Related Company before he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account;

(b) he resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account; and

(c) if he received actual distribution of his vested interest in his Separate Account, he repays to the Plan the full amount of such distribution before the earlier of (i) the end of the five year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received distribution of his vested interest in his Separate Account.

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Funds needed in any Plan Year to recredit the Separate Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants' Separate Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

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APPENDIX A

IAR CONTINUING PROVISIONS

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01    Definitions

In addition to the provisions of Article I, the following definitions shall apply for purposes of this Appendix A, unless a different meaning is plainly required by the context. Article numbers follow those set forth in the IAR Plan prior to its merger into the Plan for ease of reference.

(1) Account. The term "Account" shall mean the individual account established, maintained, and administered, including all subaccounts, to reflect the interest of each Eligible Employee who becomes a Member pursuant to the provisions of Article II of this Appendix A or in accordance with any Addendum for each inactive Member.

(2) Addendum. The term “Addendum” shall mean the special overriding provisions applicable to Members employed at a facility listed on Schedule B that is attached to and made a part of this Appendix A.

(3) Affiliate.  The term “Affiliate” shall mean any member of a controlled group of corporations (as determined under §414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under §414(c) of the Code) with the Company; any member of an affiliated service group (as determined under §414(m) of the Code) of which the Company is a member; and any other entity which is required to be aggregated with the Company pursuant to the provisions of §414(o) of the Code.

(4) Affiliated Group.  The term “Affiliated Group” shall mean the group of entities which are Affiliates.

(5) Allocation Date. The term “Allocation Date” shall mean any date within a Plan Year as of which Contribution Amounts are allocated pursuant to the provisions of Section 4.01 of this Appendix A.

(6) Company.  The term “Company” shall mean Eaton Electric Holdings LLC, its corporate successors, and the surviving corporation resulting from any merger or consolidation of Eaton Electric Holdings LLC with any other corporation or corporations.

(7) Company Contributions.  The term “Company Contributions” shall mean the profit sharing contributions made to the Plan by the Company or the Employer in accordance with the provisions of Article III of this Appendix A.

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(8) Consolidated DC Participant. The term “Consolidated DC Participant” shall mean an individual who is listed on Schedule C, and whose Account consists of assets transferred from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001.

(9) Contribution Amount.  The term “Contribution Amount” shall mean the amount of Company Contributions allocated to each Member as provided in Section 3.02 of Appendix A applicable to such Member.

(10) Contribution Hour.  Except as otherwise provided in an applicable Addendum, the term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours (but not premium hours), holiday hours, vacation hours, jury duty hours and bereavement leave hours. Notwithstanding the foregoing a Contribution Hour, however, shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.

(11) Eligible Employee.  The term “Eligible Employee” shall mean a person who is employed on an hourly rate basis by the Employer at a facility listed on Schedule B of this Appendix A and who is a member of the Union listed on the applicable addendum or who is not a member of said Union but whose benefits eligibility and terms are determined under a collective bargaining agreement to which said Union is a party.

(12) Employer.  The term "Employer" shall mean the Company and any Affiliate which has a facility covered under this Appendix A.

(13) Member.  The term “Member” shall mean an Eligible Employee who becomes a participant in the Plan pursuant to the provisions of Article II of this Appendix A.

(14) Merged Plan.  The term “Merged Plan” shall mean each of the plans which are listed on Schedule A and which have been merged into the IAR Plan.

(15) Normal Retirement Age.  The term “Normal Retirement Age” shall mean age 65.

(16) Pay Period. The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from the Employer while an Eligible Employee.

(17) Retirement Date.  The term “Retirement Date” shall mean the date on which an active or inactive Member terminates employment with the Affiliated Group.

(18) Total Disability.  The term “Total Disability” shall mean incapacity of a Member incurred while an Employee by reason of any medically demonstrated physical or mental condition which the Employer finds, on the basis of qualified medical evidence, will permanently prevent such Member from being able, or would endanger his life if he continued, to engage in any employment with the Affiliated Group or in any other employment or occupation for remuneration or profit which might reasonably be

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considered within his capabilities, other than in such employment which is found to be for purposes of rehabilitation; excluding, however, incapacity resulting from (i) injury or disease incurred while in military service; (ii) chronic alcoholism or addiction to narcotics; (iii) engagement in a felonious act; or (iv) an intentionally self-inflicted injury or illness. If the condition constitutes total disability under the federal Social Security Act or qualifies the Member for payment of long term disability benefits under a long term disability benefit under a long term disability plan of the Employer, that shall also constitute Total Disability hereunder.

(19) Union.The term “Union” shall mean the collective bargaining agent set forth on an applicable Addendum.

(20) Vested Interest. The term “Vested Interest” shall mean the percentage of a Member’s Account which, pursuant to the provisions of the Plan, is nonforfeitable.

(21) Vesting Service. The term “Vesting Service” shall mean the measure of service used to determine the Vested Interest of a Member in his Account pursuant to the provisions of Section 5.01.

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ARTICLE II

MEMBERSHIP

Section 2.01    Initial Membership.

An Eligible Employee shall become a Member as of the date on which he becomes an Eligible Employee.

Section 2.02    Membership Classification.

A Member shall be an “active”, an “inactive”, or a “former” Member. A Member who is employed as an Eligible Employee shall be an active Member. A Member who ceases to be an Eligible Employee and (i) who remains employed by the Affiliated Group, or (ii) who is on leave of absence or layoff, shall be an inactive Member. An active or inactive Member, who terminates employment with the Affiliated Group, or an inactive Member, who has terminated employment with the Affiliated Group and whose leave of absence or layoff has expired, a former participant in a Merged Plan and a Consolidated DC Participant shall be a former Member so long as he retains a balance in his Account.

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ARTICLE III

COMPANY CONTRIBUTIONS

Section 3.01    Company Contributions.

All Company Contributions shall be made solely by the Employer and shall not exceed the limit on deductible contributions to profit sharing plans set forth in §404(a)(3) of the Code.

Section 3.02     Amount of Company Contributions.

For each Pay Period, the Employer shall contribute an amount equal to the aggregate sum of the product of each Member’s Contribution Hours during each Pay Period multiplied by the Contribution Rate set forth in the Addendum, with the exception of Addendum XVIII, applicable to such Member minus any forfeitures to be applied under Section 5.03 of this Appendix A.

With regard to Addendum XVIII, the Employer shall contribute a fixed percentage of Compensation each Pay Period as set forth in the Addendum minus any forfeitures to be applied under Section 5.03 of this Appendix A.

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ARTICLE IV

ALLOCATION, INVESTMENT, AND ADJUSTMENTS TO ACCOUNTS

Section 4.01    Allocations of Company Contributions.

Each active Member shall have Company Contributions allocated and credited to his Account in an amount equal to the Contribution Amount which is attributable to his Contribution Hours for which a Company Contribution is made pursuant to the provisions of Section 3.02 of this Appendix A.

Section 4.02    Reinstatement of Company Contributions.

In any case where a reemployed former or prior Member becomes entitled to the reinstatement of the forfeitable portion of his Account pursuant to the provisions of Section 5.03 of this Appendix A, the Employer shall contribute such forfeitable portion of his Account. Any such contribution shall be made as soon as practicable following the date of the reemployment of the former or prior Member and shall be credited to the Account of such reemployed former Member of this Appendix A.

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ARTICLE V

VESTING

Section 5.01    Vesting Service.

Beginning effective January 1, 2014, each Member shall be credited with Vesting Service in accordance with the provisions of Article II of the Plan; provided, however, that for periods ending December 31, 2013, he shall be credited with Vesting Service determined under the provisions of the IAR Plan as in effect on that date; and provided, further, that for the Plan Year commencing January 1, 2014, if he is an Member on that date, he shall be credited with the amount of Vesting Service determined under provisions of the IAR Plan as in effect on December 31, 2013, if greater than the amount otherwise credited under the Plan for that period.

Section 5.02    Vested Interest.

Except as specifically provided otherwise, a Member’s Vested Interest in his Account shall be determined in accordance with the following vesting schedule:

Years of VestingService of a Member	Vested Interest
Less than 2 years	0	%
2 years but less than 3 years	25%
3 years but less than 4 years	50%
4 years but less than 5 years	75%
5 or more years	100%

Notwithstanding the foregoing, the Vested Interest of a Member in his Account shall become 100% upon the occurrence of one of the following events:

(i)    attainment of Normal Retirement Age;

(ii)    death; or

(iii)    Total Disability.

Section 5.03    Forfeitures.

If a Member terminates employment for reasons other than death, Total Disability, or attainment of Normal Retirement Age and is credited with less than three years of Vesting Service and the Vested Interest of his Account is zero, the Member shall be deemed to have received distribution of his Account as of the Valuation Date after the date on which he terminates employment. If a Member terminates employment for reasons other than death, Total Disability, or attainment of Normal Retirement Age and receives a distribution of the vested interest of his Account prior to incurring a five year break in service commencing after the date he received distribution, any

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amount which is not vested and which is forfeitable shall be treated as a forfeiture upon distribution to the Member of his Vested Interest. If a Member receives, or is deemed to have received, a distribution which is less than the value of his Account, and the Member subsequently resumes employment with the Affiliated Group prior to incurring a five year break in service, the Member shall have the right to repay the Plan the full amount of the distribution. Upon repayment, the amount forfeited shall be restored to the Member's Account, and may be further adjusted for any gains or losses occurring subsequent to the date of distribution. In the event such a Member is deemed to have received a distribution, and the Member resumes employment covered under the Plan before the date the Member incurs a five year break in service, upon reemployment of such Member, the account balance of the Member attributable to Company Contributions shall be restored to the amount on the date of such deemed distribution. Restoration of the Member's Account shall include restoration of all protected benefits under §411(d)(6) of the Code with respect to such restored benefit in accordance with regulations issued by the Secretary of the Treasury. Such restoration shall be made from special contributions of the Employer which shall not constitute an annual addition for purposes of §415 of the Code. In the event a Member terminates employment for reasons other than death, Total Disability, or attainment of Normal Retirement Age, with a Vested Interest in his Account of less than 100% and does not subsequently resume employment prior to incurring a five year break in service, the portion of his Account in excess of his Vested Interest shall be forfeited as of the end of the Plan Year in which the five year break occurs and such Vested Interest in his Account attributable to service prior to such five year break in service shall not be increased as a result of any subsequent employment with the Affiliated Group. Forfeitures under this Section 5.03 shall be applied to offset Plan expenses or reduce future Company Retirement Contributions pursuant to the provisions of Section 3.02 of this Appendix A.

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ARTICLE VI

LOANS

Section 6.01    Terms and Conditions.

The provisions of Article XII of the Plan shall be applicable.

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ARTICLE VII

WITHDRAWALS

Section 7.01    Withdrawals After Age 59½.

Subject to the provisions of this Section 7.01, a Member or an inactive Member who has attained at least age 59½, may file a written request with the Company in the formand within the time period prescribed by the Committee for a withdrawal of an amount credited to his Account. Such withdrawal shall be made from a Member’s Account in accordance with procedures established by the Committee.

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ARTICLE VIII

BENEFICIARIES AND DEATH BENEFITS

Section 8.01    Designation of Beneficiary.

The provisions of Article XVII shall apply, and any designation of Beneficiary made under the IAR Plan shall be void.

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ARTICLE IX

TIME AND MANNER OF PAYMENT OF ACCOUNTS

Section 9.01    Distribution of Benefits.

The provisions of the Plan shall govern distribution, including Section 15.3.

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SCHEDULE A

Merged Plans

Plan Name	Effective Date
1. Individual Account Retirement Plan for Bargaining Unit Employees of the Americus Plant (PN #176)	November 30, 2001
2. Individual Account Retirement Plan for Metalux Drivers Bargaining Unit at Americus (PN #177)	November 30, 2001
3 Individual Account Retirement Plan for Bargaining Unit Employees of Bussmann/Ellisville (PN #170)	November 30, 2001
4. Individual Account Retirement Plan for Bargaining Unit Employees at East Stroudsburg, Pennsylvania (PN #162)	November 30, 2001
5. Individual Account Retirement Plan for Bargaining Unit Employees at Halo Lighting at Elk Grove, Illinois (PN #164)	November 30, 2001
6. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Lighting Division at Ellaville, Georgia (PN #179)	November 30, 2001
7. Individual Account Retirement Plan for Bargaining Unit Employees of the Eufaula Plant (PN #173)	November 30, 2001
8. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Power Systems in Fayetteville, Arkansas (PN #311)	November 30, 2001
9. Individual Account Retirement Plan for Bargaining Unit Employees at the Meadow Lands, Pennsylvania Plant (PN #305)	November 30, 2001
10. Individual Account Retirement Plan for Hourly Employees of Cooper Lighting Division at Ontario, California (PN #232)	November 30, 2001
11. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Lighting Division at Vicksburg, Mississippi (PN #121)	November 30, 2001
12. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York (PN #208)	November 1, 2003
13. Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi ( PN# 157)	November 1, 2003

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Plan Name	Effective Date
14. Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California (PN #300)	November 1, 2003
15. Individual Account Retirement Plan for Hourly-Paid Employees in the UAW Bargaining Unit at Apex Division in Dayton, Ohio (PN #142)	May 1, 2004
16. Wheelock, Inc. Section 401(k) Plan for Union Employees at Long Branch, New Jersey (including Neptune and Oceanport)	January 1, 2007
17. GS Metals Corp Retirement Savings Plan at Pickneyville, Illinois	January 1, 2009

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SCHEDULE B

List of Covered Active Facilities

1. Americus, Georgia

2. Ellisville, Missouri

3. Elk Grove, Illinois

4. Eufaula, Alabama

5. Fayetteville, Arkansas

6. Meadow Lands, Pennsylvania

7. Ontario, California

8. Syracuse, New York

9. Vicksburg, Mississippi

10. Long Branch, New Jersey (including Neptune and Oceanport)

11. Pinckneyville, Illinois

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SCHEDULE C

List of Consolidated Defined Contribution Plan Participants

Last Name First Name

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Last Name First Name

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Last Name First Name

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ADDENDUM I

Americus, Georgia, IBEW Local No. 2194

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Americus, Georgia

2. Union(Section 1.01(19)):    Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour:(Section 1.01(10)):    Standard definition

4. Contribution Rate:(Section 3.02):

Effective Date of Contribution Rate for All Employees	Position Grade	Contribution Rate
For each Contribution Hour on and after January 1, 1989, but prior to January 1, 1991	I II	$.10 $.12
For each Contribution Hour on and after January 1, 1991 but prior to January 1, 1992	I II	$.15 $.18
For each Contribution Hour on and after January 1, 1992 but prior to October 31, 1992	I II	$.20 $.25
Effective Date of Contribution Rate For Employees Hired Prior to January 1, 1980	Position Grade	Contribution Grade
For each Contribution Hour on and after October 31, 1992, but prior to November 1, 1993	I II	$.30 $.35
For each Contribution Hour on and after November 1, 1993, but prior to November 3, 1996	I II	$.35 $.40
For each Contribution Hour on and after November 3, 1996, but prior to November 1, 1998	I II	$.40 $.45
For each Contribution Hour on and after November 1, 1998, but prior to October 29, 2000	I II	$.45 $.50
For each Contribution Hour on and after October 29, 2000, but prior to October 26, 2003	I II	$.50 $.55

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For each Contribution Hour on and after October 26, 2003, but prior to October 31, 2004	I II	$.55 $.60
Effective Date of Contribution Rate For Employees Hired on or after January 1, 1980, but prior to October 31, 1999	Position Grade	Contribution Grade
For each Contribution Hour on and after October 31, 1992, but prior to November 1, 1993	I II	$.25 $.30
For each Contribution Hour on and after November 1, 1993, but prior to November 3, 1996	I II	$.30 $.35
For each Contribution Hour on and after November 3, 1996, but prior to November 1, 1998	I II	$.35 $.40
For each Contribution Hour on and after November 1, 1998 but prior to October 29, 2000	I II	$.40 $.45
For each Contribution Hour on and after October 29, 2000, but prior to October 26, 2003	I II	$.45 $.50
For each Contribution Hour on and after October 26, 2003, but prior to October 31, 2004	I II	$.50 $.55
Effective Date of Contribution Rate For Employees Hired on and after October 31, 1999, but prior to October 31, 2004	Position Grade	Contribution Rate
For each Contribution Hour on and after October 31, 1999, but prior to October 31, 2004	I II	$.35 $.35
Effective Date of Contribution Rate For All Employees On and After October 31, 2004	Labor Grades	Contribution Rate
For each Contribution Hour on and after October 31, 2004, but prior to February 28, 2008	1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14	$.55 $.60
For each Contribution Hour on and after February 28, 2008, but prior to October 28, 2013	1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14, 15	$.55 $.60

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For each Contribution Hour on and after October 28, 2013 1, 2, 3, 5, 7, 9, 10 4, 6, 8, 11, 12, 13, 14, 15 $.60 $.65

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ADDENDUM II

Americus, Georgia – Metalux Drivers

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Americus, Georgia

2. Union    (Section 1.01 (19)):    Metalux Association of Drivers prior to January 3, 2005

3. Contribution Hour    (Section 1.01(10):    Prior to January 1, 2005, “Contribution Mile” which shall mean each mile driven by an active Member for which such Member receives pay from the Employer.

4.    Contribution Rate (Section 3.02):

Effective Date of Contribution Rate	Contribution Rate Per Contribution Mile
On and after January 1, 1989, but prior to September 1, 1989 Type of Trip Eufaula Trip $.74 per trip 40 Mile Radius $.45 per trip Trips	$.0027 (double driver) $.0031 (single driver)
On and after September 1, 1989, but prior to September 1, 1990	$.1752
On and after September 1, 1990, but prior to September 1, 1991	$.2190

Effective Date of Contribution Rate	Contribution Rate Per Contribution Mile
On and after September 1, 1991, but prior to November 15, 1992	$.2630
On and after November 15, 1992, but prior to November 8, 1993	$.3000
On and after November 8, 1993, but prior to January 3, 2005	$.3400

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5. Vested Interested    (Section 5.02):    Effective as of December 4, 2004, Vested Interest of any Member covered by the Addendum on such date shall be fully vested.

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ADDENDUM III

Bussman/Ellisville, Missouri

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of the Plan.

1.    Covered Facility:    Bussman/Ellisville, Missouri

2.    Union    (Section 1.01 (19)):    Independent Fuse Workers Union

3. Contribution Hour    (Section 1.01(10):The term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime, holiday hours, vacation hours, jury duty hours, bereavement leave hours and Union business hours; provided, however, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer.

4.    Contribution Rate    (Section 3.02):

Effective Dates	Labor Grade	Contribution Rate
On and after January 1, 1989, but prior to February 17, 1992	1,2, and 3 4 5 6	$.29 $.36 $.45 $.51
On and after February 17, 1992, but prior to February 15, 1993	1,2, and 3 4 5 6	$.32 $.39 $.49 $.56
On and after February 15, 1993, but prior to February 21, 1994	1,2, and 3 4 5 6	$.34 $.42 $.52 $.61
On and after February 21, 1994, but prior to February 13, 1995	1,2, and 3 4 5 6	$.36 $.44 $.55 $.65
On and after February 13, 1995, but prior to February 19, 1996	1,2, and 3 4 5 6	$.39 $.47 $.58 $.68
On and after February 19, 1996, but prior to February 17, 1997	1,2, and 3 4 5 6	$.42 $.50 $.61 $.71

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Effective Dates	Labor Grade	Contribution Rate
On and after February 17, 1997, but prior to February 2, 1998	1,2, and 3 4 5 6	$.45 $.53 $.64 $.74
On and after February 2, 1998, but prior to February 22, 1999	1,2, and 3 4 5 6	$.48 $.56 $.67 $.77
On and after February 22, 1999, but prior to February 21, 2000	1,2, and 3 4 5 6	$.51 $.59 $.70 $.80
On and after February 21, 2000, but prior to February 25, 2002	1,2, and 3 4 5 6	$.54 $.62 $.73 $.83
	1,2, and 3 4 5 6	$.59 $.67 $.78 $.88
On and after February 14, 2005, but prior to February 22, 2010	1, 2, and 3 4 5 6	$.65 $.75 $.85 $.95
On and after February 22, 2010, but prior to April 2, 2011	1, 2, and 3 4 5 6	$.70 $.80 $.90 $1.00
On and after April 2, 2011	1, 2, and 3 4 5 6	$.75 $.85 $.95 $1.05

In addition to the Company Contributions set forth above which are allocated to Member's Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the McGraw-Edison Company Profit Sharing Plan (“Prior Plan Benefits”) transferred to the Plan shall have such Prior Plan Benefits held in a separate subaccount in which he is 100% vested. Such separate subaccount shall be maintained, adjusted, and distributed in accordance with the provisions of the Plan relating to the remaining balance of his Account.

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM IV

East Stroudsburg, Pennsylvania

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    East Stroudsburg, Pennsylvania

2. Union    (Section 1.01 (19)):    International Association of Machinists and Aerospace Workers, Local No. 1800, District 28

3. Contribution Hour    (Section 1.01(10): Prior to May 10, 2003 – standard definition. On and after May 10, 2003, due to the closing of the East Stroudsburg, Pennsylvania facility, no Contribution Hours shall be applicable.

4. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
			Day Work	Base Incentive
For each Contribution Hour on and after January 1, 1989, but prior to August 14, 1990	I II III IV V	IA-1 2-5 6 7-8 9-10	$.32 $.32 $.38 $.38 $.44	$.32 $.38 $.38 $.44 --
For each Contribution Hour on and after August 14, 1990, but prior to June 27, 1993	I II III IV V	IA-1 2-5 6 7-8 9-10	$.35 $.35 $.42 $.42 $.48	$.35 $.42 $.42 $.48 --
For each Contribution Hour on and after June 27, 1993, but prior to April 13, 1997	I II III IV V	IA-1 2-5 6 7-8 9-10	$.52	$.52
For each Contribution Hour on and after April 13, 1997, but prior to April 12, 1998	I II III IV V	IA-1 2-5 6 7-8 9-10	$.54	$.54
For each Contribution Hour on and after April 12, 1998, but prior to April 11, 1999	I II III IV V	IA-1 2-5 6 7-8 9-10	$.55	$.55

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Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
For each Contribution Hour on and after April 11, 1999, but prior to July 3, 2000			I II III IV V	IA-1 2-5 6 7-8 9-10	$.57	$.57
For each Contribution Hour on and after July 3, 2000, but prior to July 2, 2001	I II III IV V	IA-1 2-5 6 7-8 9-10	$.60	$.60
For each Contribution Hour on and after July 2, 2001, but prior to July 1, 2002	I II III IV V	IA-1 2-5 6 7-8 9-10	$.62	$.62
For each Contribution Hour on and after July 1, 2002, but prior to May 10, 2003	I II III IV V	IA-1 2-5 6 7-8 9-10	$.64	$.64
Due to the closing of the East Stroudsburg facility, no Contribution Rate shall be applicable to such facility after May 10, 2003.

In addition to the Company Contribution set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the McGraw-Edison Company Profit Sharing Plan (“Prior Plan Benefits”) transferred to the Plan shall have a separate subaccount established under the Plan in which he is 100% vested and such subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the balance of his Account.

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

6. Vested Interest:    (Section 5.02): Due to the sale of the Cooper Power Systems Pole Line Hardware product line to Hubbell Power Systems, the East Stroudsburg, Pennsylvania facility of the Cooper Power Systems Division will be closed as of May 10, 2003. In conjunction with such closing, effective as of September 19, 2002, the Vested Interest of any Member who is employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.

7. Closing:    Effective as of May 9, 2003, coverage under the Plan was closed due to the closing of the East Stroudsburg, Pennsylvania facility.

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ADDENDUM V

Halo Lighting at Elk Grove, Illinois

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Distribution Center at Elk Grove, Illinois

2. Union    (Section 1.01(19)):    Local No.134, International Brotherhood of Electrical Workers, AFL-CIO

3.    Contribution Hour (Section 1.01(10): Standard definition

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4.    Contribution Rate (Section 3.02):

Effective Date of Contribution Rate	Position Grade	Labor Classification	Contribution Rate
On and after January 1, 1989 but prior to September 1, 1993	I I I I I I I II II II II II II	Assembler Janitor Machine Operator Returned Goods Set-Up “B” Order Filler Storage Receiver Material Handler Checker Set-Up “A” Maintenance Mechanic “A” Group Leader	$.45 $.45 $.45 $.45 $.45 $.45 $.45 $.50 $.50 $.50 $.50 $.50 $.50
On and after September 1, 1993 through December 31, 2001	I I I I I I I II II II II II II	Assembler Janitor Machine Operator Returned Goods Set-Up “B” Order Filler Storage Receiver Material Handler Checker Set-Up “A” Maintenance Mechanic “A” Group Leader	$.50 $.50 $.50 $.50 $.50 $.50 $.50 $.55 $.55 $.55 $.55 $.55 $.55
On and after January 1, 2002, but prior to August 22, 2005	All	All	$.55
On and after August 22, 2005, but prior to August 23, 2008	ALL		$0.55
On and after August 23, 2008	ALL		$.65

In addition to the Company Contributions set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to transfer the value of his benefits under the McGraw-Edison Profit Sharing Plan (“Prior Plan Benefits”) shall have a separate subaccount in which he is 100% vested maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the rest of his Account. Notwithstanding the above, a Member may elect upon termination of service to receive his separate subaccount balance from the Prior Plan in a lump sum distribution.

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM VI

Ellaville, Georgia

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Ellaville, Georgia

2. Union    (Section 1.01 (19)):    Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour    (Section 1.01(10)):    Standard definition

4. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to April 30, 1991	$.10
On and after April 30, 1991, but prior to April 30, 1992	$.15
On and after April 30, 1992, but prior to April 26, 1993	$.20
On and after April 26, 1993, but prior to May 1, 1995	$.25
On and after May 1, 1995, but prior to January 7, 2002	$.30
On and after January 7, 2002, but prior to May 1, 2005	$.35
On and after May 1, 2005	$.40
Due to the closing of the Ellaville facility, no Contribution Rate shall be applicable to such facility after August 21, 2009.

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

5. Vested Interest (Section 5.02): The Ellaville, Georgia facility closed as of August 21, 2009. In conjunction with such closing, the Vested Interest of any Member employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.

6. Closing: Effective as of August 21, 2009, coverage under the Plan was closed due to the closing of the Ellaville, Georgia facility.

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ADDENDUM VII

Eufaula, Alabama

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Eufaula, Alabama

2. Union    (Section 1.01(19)):    Local No. 779 International Brotherhood of Electrical Workers, AFL-CIO

3.    Contribution Hour    (Section 1.01(10):  Standard definition

4.    Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1989, but prior to January 1, 1991	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.10 $.10 $.10 $.10 $.10 $.10 $.12 $.12 $.12 $.12
On and after January 1, 1991, but prior to January 1, 1992	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.15 $.15 $.15 $.15 $.15 $.15 $.18 $.18 $.18 $.18

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Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1992, but prior to October 12, 1992	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.20 $.20 $.20 $.20 $.20 $.20 $.25 $.25 $.25 $.25
On and after October 12, 1992, but prior to September 27, 1993	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.25 $.25 $.25 $.25 $.25 $.25 $.30 $.30 $.30 $.30
On and after September 27, 1993, but prior to January 1, 1997	I I I I I I II II II II	Material Handler Assembler Utility Forklift Driver Lead Utility Lead Assembler Press Operator Maintenance Helper Maintenance Lead Maintenance	$.30 $.30 $.30 $.30 $.30 $.30 $.35 $.35 $.35 $.35

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Effective Date of Contribution Rate	Position Grade	Classification	Contribution Rate
On and after January 1, 1997, but prior to October 4, 1998	I I I I I I I I I I I I I II II II II II II II	Material Handler Assembler Utility Forklift Lead Assembler Press Operator Lead Utility Lead Forklift Crane Operator Truck Driver Lead Press Operator Inspector Boxing Machine Operator Lead Maintenance General Maintenance Maintenance A Maintenance B Maintenance C Tool & Die A Tool & Die B	$.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.35 $.40 $.40 $.40 $.40 $.40 $.40 $.40

On and after October 2, 1998, but prior to September 28, 2003 Members Hired   Prior to October 2, 1998 Members Hired  On or after October 2, 1998	Labor Grade I $.45Labor Grade II $.50 Labor Grade I $.35Labor Grade II $.35
On and after September 28, 2003 but prior to September 25, 2005 Members HiredPrior to October 2, 1998 Members HiredOn or after October 2, 1998	Labor Grade I $.50Labor Grade II $.55 Labor Grade I $.40Labor Grade II $.40
On and after September 25, 2005 Members HiredPrior to October 2, 1998 Members HiredOn or after October 2, 1998	Labor Grade I $.55Labor Grade II $.60 Labor Grade I $.45Labor Grade II $.45

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Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM VIII

Fayetteville, Arkansas

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Fayetteville, Arkansas

2. Union    (Section 1.01(19)):  General Drivers and Helpers, Local 832, affiliated with the International Brotherhood of Teamsters

3. Contribution Hour    (Section 1.01(10): – Standard definition

4. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Labor Grades	Contribution Rate
On and after April 1, 1999, but prior to February 4, 2002	1-5 6-10	$.33 $.38
On and after February 4, 2002, but prior to January 1, 2005	1-5 6-10	$.38 $.43
On and after January 1, 2005, but prior to February 4, 2008	1-5 6-10	$.40 $.45
On and after February 4, 2008, but prior to January 1, 2013	1-5 6-11	$.40 $.45
On and after January 1, 2013	1-5 6-11	$.45 $.50

In addition to the Company Contributions set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the Pension Plan for Hourly Employees at the Fayetteville, Arkansas Plant of Cooper Power Systems (“Prior Plan Benefits”) rolled over to the Plan as an eligible rollover contribution, shall have a separate subaccount established to which such amount shall be credited and in which he shall be 100% vested. Such subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the portion of his Account attributable to Company Contributions.

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Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

5. Vested Interest (Section 5.02): Effective as of January 12, 2005, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.

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ADDENDUM IX

Meadow Lands, Pennsylvania

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Meadow Lands, Pennsylvania

2. Union    (Section 1.01(19)):    Local No. 5, International Brotherhood of Electrical Workers, AFL-CIO; Effective August 1, 2012, Local No. 385, International Brotherhood of Electrical Workers, AFL-CIO is merged into Local No. 459, International Brotherhood of Electrical Workers, AFL-CIO.

3. Contribution Hour    (Section 1.01(10)):  Standard definition

4. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1998, but prior to January 20, 2003	$.25
On and after January 20, 2003, but prior to January 26, 2004	$.30
On and after January 26, 2004, but prior to January 31, 2006	$.35
On and after January 31, 2006, but prior to January 23, 2010	$.40
On and after January 23, 2010, but prior to January 20, 2014	$.45
On and after January 20, 2014	$.50

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

5.    Thepitt Merger:    Effective as of the close of business on August 31, 1998, the Thepitt Hourly Savings Plan (the “Thepitt Plan”) was merged into the Plan and the assets and liabilities of the Thepitt Plan have been held, maintained, invested and distributed pursuant to the provisions of the Plan.

6.    Major Liting Merger:    Effective as of July 30, 1999, the Individual Account Retirement Plan for Major Liting Employees at the Meadow Lands, Pennsylvania Plant the (“Major

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Liting Plan”) was merged into the Plan and thereafter the assets and liabilities of the Major Liting Plan have been held, maintained, invested, and distributed pursuant to the provisions of the Plan. Prior to such merger, as of the applicable transfer date set forth below, assets and liabilities with respect to the following Members of the Major Liting Plan were transferred to the Plan and thereafter have been held, maintained, invested, and distributed pursuant to the provisions of the Plan.

Transfer Date	Member
June 1, 1999
June 1, 1999
June 1, 1999
June 1, 1999
June 1, 1999
June 7, 1999

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ADDENDUM X

Ontario, California

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Ontario, California

2. Union(Section 1.01(19)):    Teamsters Automotive, Industrial and Allied Workers Local Union No. 495

3. Contribution Hour    (Section 1.01(10): – Standard definition

4. Contribution Rate(Section 3.02):

Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to August 28, 2000	$.45
On and after August 28, 2000, but prior to September 1, 2004	$.50
On and after September 1, 2004, but prior to August 17, 2009	$.55
On and after August 17, 2009, but prior to August 15, 2010	$.00
On and after August 15, 2010, but prior to August 15, 2013	$.55
On and after August 15, 2013, but prior to August 15, 2014	$.60
On and after August 15, 2014	$.65

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ADDENDUM XI

Syracuse, New York

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Syracuse, New York

2. Union(Section 1.01(19)):    Local No. 2084, International Brotherhood of Electrical Workers, AFL-CIO

3. Contribution Hour    (Section 1.01(10):  The term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours, holiday hours, vacation hours, jury duty hours, bereavement leave hours, and Workers’ Compensation benefit hours; provided that the disability for which any Workers’ Compensation benefits are payable is expected to last 12 months and such contributions are 100% vested. Notwithstanding the forgoing, a Contribution Hour, however, shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer.

4. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Contribution Rate
Employees Hired Prior to April 1, 2011
On and after January 1, 1989, but prior to July 1, 1990	$.15
On and after July 1, 1990, but prior to April 5, 1993	$.50
On and after April 5, 1993, but prior to April 3, 1995	$.60
On and after April 3, 1995, but prior to April 1, 1996	$.65
On and after April 1, 1996, but prior to April 1, 1997	$.70
On and after April 1, 1997, but prior to April 1, 1998	$.75
On and after April 1, 1998, but prior to March 29, 1999	$.80
On and after March 29, 1999, but prior to April 3, 2000	$.85
On and after April 3, 2000, but prior to April 2, 2001	$.90

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On and after April 2, 2001, but prior to April 1, 2002			$.95
On and after April 1, 2002, but prior to March 31, 2003			$1.00
On and after March 31, 2003, but prior to April 1, 2005			$1.05
On and after April 1, 2005, but prior to April 1, 2011			$1.15
On and after April 1, 2011			$1.25
Employees Hired On or After April 1, 2011
On and after April 1, 2011			$.60
Notwithstanding the foregoing, effective as of July 1, 1990 and continuing through June 30, 1995, instead of the $.50 contribution rate set forth above, the Employer shall contribute a Contribution Amount to the Plan for each Pay Period for certain active Members who are Eligible Employees on July 1, 1990 based upon the applicable contribution rate set forth below:
Year of Birth	Completed Years of Service As of July, 1990 and Applicable Contribution Rates
	5	6-9		10-12	13-15
1926-1928	$.53	$.50		$.50	$.50
1929-1930	$.57	$.50		$.50	$.50
1931-1935	$.68	$.58		$.50	$.50
1936-1940	$.65	$.61		$.58	$.52
1941-1945	$.56	$.52		$.50	$.50
On and after January 1, 1994 through December 31, 1996, the Employer shall also contribute a supplemental Contribution Amount of $.15 for each Contribution Hour during a pay period from January 1, 1989 through December 31, 1996, of each member who (i) completed an Hour of Service prior to April 1, 1990, (ii) is an Eligible Employee on January 1, 1994, and (iii) had not attained age 50 prior to January 1, 1994 or had attained age 50 prior to January 1, 1994 and is listed below:

In addition to the Company Contributions set forth above which are allocated to Member’s Accounts pursuant to Article IV, each Member who elected to have the value of his benefits under the Crouse-Hinds Retirement Income Plan for Syracuse Hourly Production and Maintenance Employees (“Prior Plan Benefits”) transferred to the Plan shall have a separate subaccount established under the Plan in which he is 100% vested and such separate subaccount shall be maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the balance of his Account.

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Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM XII

Vicksburg, Mississippi

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1.    Covered Facility:    Vicksburg, Mississippi

2. Union    (Section 1.01(19)):    Local 1873, International Brotherhood of Electrical Workers, AFL-CIO

3.    Contribution Hour    (Section 1.01(10):  Standard definition

4.    Contribution Rate    (Section 3.02):

Employees Hired On and After November 1, 1985
Effective Date of Contribution Rate	Position Grade	Labor Grade	Contribution Rate
On and after January 1,1989, but prior to January 1, 1992	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.28 $.32 $.37
On and after January 1, 1992, but prior to January 1, 1994	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.30 $.35 $.41
On and after January 1, 1994, but prior to January 1, 1995	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.32 $.37 $.43
On and after January 1, 1995, but prior to January 1, 1996	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.34 $.39 $.45
On and after January 1, 1996, but prior to January 1,1997	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.36 $.41 $.47

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Employees Hired On and After November 1, 1985
On and after January 1, 1997, but prior to January 1, 2000	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.38 $.43 $.49
On and after January 1, 2000, but prior to November 1, 2002	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.43 $.48 $.54
On and after November 1, 2002, but prior to November 5, 2005	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.48 $.53 $.59
On and after November 5, 2005, but prior to January 1, 2010	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14, 15 and 17	$.50 $.55 $.60
On and after January 1, 2010, but prior to June 24, 2013	I II III IV	1-7 8-13 14-15 16-17	$.50 $.55 $.60 $.65
On and after June 24, 2013	I II III IV	1-7 8-13 14-15 16-18	$.50 $.55 $.60 $.65
Employees Hired Prior to November 1, 1985
On and after January 1, 1989, but prior to January 1, 1992	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.32 $.37 $.41
On and after January 1, 1992, but prior to January 1, 1994	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.35 $.40 $.44
On and after January 1, 1994, but prior to January 1, 1995	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.37 $.42 $.47
On and after January 1, 1995, but prior to January 1, 1996	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15	$.40 $.45 $.50

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Employees Hired On and After November 1, 1985
On and after January 1, 1996, bur prior to January 1, 1997	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15		$.43 $.48 $.53
On and after January 1, 1997, but prior to January 1, 2000	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15		$.46 $.51 $.55
On and after January 1, 2000, but prior to November 1, 2002	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15		$.51 $.56 $.61
On and after November 1, 2002, but prior to November 5, 2005	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14 and 15		$.56 $.61 $.66
On and after November 5, 2005, but prior to January 1, 2010	I II III	1,2,3,4, 5,6 and 7 8,9,10,11 12 and 13 14, 15 and 17		$.60 $.65 $.70
On and after January 1, 2010, but prior to June 24, 2013	I II III IV	1-7 8-13 14-15 16-17		$.60 $.65 $.70 $.75
On and after June 24, 2013	I II III IV	1-7 8-13 14-15 16-18		$.60 $.65 $.70 $.75
Supplemental Contribution Amounts for each Member who was an active Member on November 1, 1991
Active Members on November 1, 1991, who attained at least age 49 on December 31, 1991, and who elected retiree medical coverage
Age on December 31, 1991			Monthly Supplemental Contribution Amount
49			$60.00
50			$60.00
51			$60.00
52			$65.00
53			$65.00
54			$70.00
55 and older			$75.00

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Employees Hired On and After November 1, 1985
Active Members on November 1, 1991, who attained at least age 49 on December 31, 1991 and who do not have retiree medical coverage
Age on December 31, 1991	Monthly Supplemental Contribution Amount
49	$105.00
Employees Hired Prior to November 1, 1985
50	$105.00
51	$110.00
52	$115.00
53	$120.00
54	$125.00
55 and older	$130.00

Active Members on November 1, 1991, who had not attained age 49 on December 31, 1991
Age on December 31, 1991	Monthly Supplemental Contribution Amount
25 or less	$10.00
26	$11.00
27	$13.00
28	$15.00
29	$17.00
30	$19.00
31	$21.00
32	$23.00
33	$25.00
34	$27.00
35	$29.00
36	$31.00
37	$34.00
38	$37.00
39	$40.00
40	$44.00
41	$48.00
42	$52.00
43	$54.00
44	$60.00
45	$65.00
46	$70.00
47	$75.00
48	$80.00

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Such monthly supplemental Contribution Amounts so contributed for the benefit of the eligible active Member shall be allocated to and held in the Member’s Account. Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM XIII

Consolidated Defined Contribution Plan

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Consolidated DC Participants who became covered by the Plan as of the close of business on November 30, 2001.

1. Covered Participants:    Individuals listed on Schedule C who formerly participated in the Cooper Industries, Inc. Consolidated Defined Contribution Plan

2. Accounts:    The Account of each Consolidated DC Participant was credited with the assets transferred with respect to him from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

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ADDENDUM XIV

Cortland, New York

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York who shall become covered by the Plan as of the close of business on November 1, 2003.

1. Covered Participants:    Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York

2. Accounts:    The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York into the Plan on November 1, 2003. Thereafter the Accounts were administered under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

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3. Contribution Rate    (Section 3.02):

Effective Date of Contribution Rate	Contribution Rate
On and after January 1, 1989, but prior to January 1, 1990	$.10
On and after January 1, 1990, but prior to October 30, 1992	$.35
On and after October 30, 1992, but prior to November 1, 1993	$.40
On and after November 1, 1993, but prior to October 30, 1994	$.45
On and after October 30, 1994, but prior to November 1, 1999	$.50
On and after November 1, 1999, but prior to January 27, 2003	$.55
On and after January 27, 2003, but prior to May 8, 2006	$.60
On and after May 8, 2006, but prior to May 31, 2010	$.65
On and after May 31, 2010	$.75

Any Company Contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be credited to the Member’s Account pursuant to the provisions of Section 4.01.

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ADDENDUM XV

Greenville, Mississippi

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi who shall become covered by the Plan as of the close of business on November 1, 2003.

1. Covered Participants:    Individuals who formerly participated in the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi

2. Accounts:    The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

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ADDENDUM XVI

Montebello, California

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the former participants in the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California who shall become covered by the Plan as of the close of business on November 1, 2003.

1. Covered Participants:    Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California

2. Accounts:    The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.

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ADDENDUM XVII

Dayton, Ohio

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Dayton, Ohio

2. Union    (Section 1.01 (19)):    International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, Local No. 1040

3. Contribution Hour    (Section 1.01(10): - Except as otherwise provided in an applicable Addendum, the term “Contribution Hour” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours (but not premium hours), holiday hours, vacation hours, jury duty hours, Union business hours, and bereavement leave hours. Notwithstanding the foregoing a Contribution Hour, however, shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company..

4. Contribution Rate    (Section 3.02):    $.35

5. Vested Interest    (Section 5.02):    Effective as of October 3, 2004, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.

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ADDENDUM XVIII

Long Branch, New Jersey (including Neptune and Oceanport)

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility:    Long Branch, New Jersey (including Neptune and Oceanport)

2. Union    (Section 1.01 (19)):    IBEW Local 2066

3. Company Contributions (Section 3.02):

Effective Date of Contribution Rate	Company
Prior to May 1, 2009	2%
On and after May 1, 2009, but prior to May 3, 2010	2.25%
On and after May 3, 2010, but prior to May 2, 2011	2.5%
On and after May 2, 2011, but prior to May 1, 2012	2.75%
On and after May 1, 2012	3.0%

A-54

4. Vested Interest (Section 5.02):

a.     Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees, were 100% vested in their accrued employer contributions upon the merger into this Plan.

b. Active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees who had three or more Years of Service as of December 31, 2006, are 100% vested in all future Company Retirement Contributions made under the Plan.

c. Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.

d. All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Plan for Union Employees is recognized for purposes of determining a Member’s vested interest under this Plan.

e. The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees will be age 60 under this Plan.

A-55

ADDENDUM XIX

Pinckneyville, Illinois

As described in Section 1.01(2) of Appendix A, this Addendum relates solely to the Members who are employed at the covered facility set forth below and who are represented by the Union set forth below. Except as specifically stated otherwise, all Article and Section references in this Addendum shall refer to Articles and Sections of Appendix A.

1. Covered Facility: Pinckneyville, Illinois

2. Union (Section 1.01 (19)): United Steelworkers of America, Local 7252.

3. Company Contributions (Section 3.02):

Effective Date of Contribution Rate	Labor Grades	Contribution Rate
On and After January 1, 2009, but prior to May 27, 2009	1-4 5-6 7 – Maintenance 1-2 7 – Maintenance 3-5	$.62 $.67 $.75 $.90
On and after May 27, 2009	1-4 5-6 7 – Maintenance 1-2 7 – Maintenance 3-5 13	$.62 $.67 $.75 $.90 $.42

4. Vested Interest (Section 5.02):

a. Active Participants as of December 31, 2008, in the GS Metals Corp. Retirement Savings Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.

b. All years of service that a participant has accrued under the GS Metals Corp. Retirement Savings Plan will be recognized for purposes of determining a Member’s vested interest in future Company Retirement Contributions under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.

c. The normal retirement age for all former participants of the GS Metals Corp Retirement Savings Plan will be the later of age 55 or the fifth anniversary of the participant’s Employment Commencement Date.

A-56

5. Contribution Hour (Section 1.01 (10)):- Standard definition. Additionally, hours for paid personal days and days off awarded for perfect attendance are included.

A-57

EX-12

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 12

Ratio of Earnings to Fixed Charges

	Year ended December 31
(In millions)	2013		2012			2011			2010			2009
Income from continuing operations before income taxes and   noncontrolling interests in consolidated subsidiaries	$	1,884	$	1,251		$	1,553		$	1,036		$	303
Adjustments
Loss (income) of equity investees	2		(2		)	(2		)	(14		)	(6		)
Distributed income of equity investees	77		19			3			15			9
Interest expensed	290		165			154			162			170
Amortization of debt issue costs	10		74			4			4			5
Estimated portion of rent expense representing interest	80		66			65			57			59
Amortization of capitalized interest	13		12			10			10			13
Adjusted income from continuing operations before   income taxes	$	2,356	$	1,585		$	1,787		$	1,270		$	553
Fixed charges
Interest expensed	$	290	$	165		$	154		$	162		$	170
Interest capitalized	11		23			18			8			7
Amortization of debt issue costs	10		74			4			4			5
Estimated portion of rent expense representing interest	80		66			65			57			59
Total fixed charges	$	391	$	328		$	241		$	231		$	241
Ratio of earnings to fixed charges	6.03		4.83			7.41			5.50			2.29

EX-21

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 21

Subsidiaries of Eaton Corporation plc

Eaton is publicly held and has no parent corporation. Eaton’s subsidiaries as of December 31, 2013, and the state or country in which each was organized, are as follows:

Consolidated Subsidiaries (A)	Where Organized
Elpro Technologies, LLC	California
Illumination Management Solutions, Inc.	California
Martek Power Incorporated	California
Eaton Energy Solutions, Inc.	Colorado
Aeroquip International Inc.	Delaware
Bussmann International Holdings, LLC	Delaware
Bussmann International, Inc.	Delaware
CBE Services, Inc.	Delaware
Cooper B-Line, Inc.	Delaware
Cooper Bussmann, LLC	Delaware
Cooper Crouse-Hinds MTL, Inc.	Delaware
Cooper Crouse-Hinds, LLC	Delaware
Cooper Electrical International, LLC	Delaware
Cooper Enterprises LLC	Delaware
Cooper Finance USA, Inc.	Delaware
Cooper Industries International, LLC	Delaware
Cooper Industries Middle East, LLC	Delaware
Cooper Industries Philippines, LLC	Delaware
Cooper Industries Poland, LLC	Delaware
Cooper Industries South Africa, LLC	Delaware
Cooper Industries Vietnam, LLC	Delaware
Cooper Industries, LLC	Delaware
Cooper Interconnect, Inc.	Delaware
Cooper International Finance, Inc.	Delaware
Cooper Lighting, LLC	Delaware
Cooper Notification, Inc.	Delaware
Cooper Power Systems, LLC	Delaware
Cooper Technologies Company	Delaware
Eaton Aerospace LLC	Delaware
Eaton Asia Investments Corporation	Delaware
Eaton Electric Holdings LLC	Delaware
Eaton Holding International LLC	Delaware
Eaton Hydraulics LLC	Delaware
Eaton Industrial Corporation	Delaware
Eaton International Corporation	Delaware
Eaton Worldwide LLC	Delaware
EIC Holding GP I	Delaware
EIC Holding GP II	Delaware
EIC Holding GP III	Delaware
EIC Holding GP IV	Delaware
EIC Holding I LLC	Delaware
EIC Holding II LLC	Delaware

Consolidated Subsidiaries (A)	Where Organized
EIC Holding III LLC	Delaware
EIC Holding IV LLC	Delaware
EIC Holding V LLC	Delaware
EIC Holding VI LLC	Delaware
FHF Safety Products Inc.	Delaware
Hernis Scan Systems Holdings, Inc.	Delaware
Intelligent Switchgear Organization LLC	Delaware
Martek Group Inc.	Delaware
Martek Power Holdings Inc.	Delaware
McGraw-Edison Development Corporation	Delaware
MTL Instruments LLC	Delaware
MTL Partners, Inc.	Delaware
MTL Partners II, Inc.	Delaware
Standard Automation & Control LP	Delaware
Vickers International Inc.	Delaware
Viking Electronics, Inc.	Delaware
Wright Line LLC	Delaware
Wright Line Holding, Inc.	Delaware
Azonix Corporation	Massachusetts
WPI-Boston Division, Inc.	Massachusetts
Eaton Ann Arbor LLC	Michigan
Cannon Technologies, Inc.	Minnesota
Cooper Wheelock, Inc.	New Jersey
RTK Instruments Limited Liability Company	New Jersey
Cooper Wiring Devices, Inc.	New York
Eaton (US) LLC	Ohio
Eaton Aeroquip LLC	Ohio
Eaton Corporation	Ohio
Eaton Holding LLC	Ohio
Eaton Holding II LLC	Ohio
Eaton Leasing Corporation	Ohio
Eaton US Holdings, Inc.	Ohio
Sure Power, Inc.	Oregon
Martek Power Laser Drive, LLC	Pennsylvania
Cooper Securities, Inc.	Texas
HERNIS Scan Systems - US Inc.	Texas
Cooper Power Systems Transportation Company	Wisconsin
Eaton Industries (Argentina) S.A.	Argentina
Cooper Australia Holdings Pty. Ltd.	Australia
Cooper Australia Investments Pty. Ltd.	Australia
Cooper Electrical Australia Pty. Limited	Australia
Eaton Industries Pty. Ltd.	Australia
Elpro International Pty Ltd.	Australia
Elpro Technologies Pty. Limited	Australia
MTL Instruments Pty Limited	Australia
Eaton Holding G.m.b.H.	Austria
Eaton Industries (Austria) G.m.b.H.	Austria
Eaton Holding SRL	Barbados
Eaton Electric SPRL	Belgium

Consolidated Subsidiaries (A)	Where Organized
Eaton Filtration BVBA	Belgium
Eaton Industries (Belgium) BVBA	Belgium
Cambridge International Insurance Company Ltd.	Bermuda
Eaton Industries Holdings Ltd.	Bermuda
Saturn Insurance Company Ltd.	Bermuda
Aeroquip do Brasil Ltda.	Brazil
Blinda Industria e Comercio Ltda.	Brazil
Bussmann do Brasil Ltda.	Brazil
Cooper Power Systems do Brasil Ltda.	Brazil
Eaton Ltda.	Brazil
Eaton Power Solution Ltda.	Brazil
Hernis Scan System do Brasil Comercio E Servicos LTDA	Brazil
Moeller Electric Ltda.	Brazil
Moeller Industria de electro-electronicos do Amazonas Ltda.	Brazil
Collins Associates Ltd.	British Virgin Islands
Digital Lighting Holdings Limited	British Virgin Islands
Phoenixtec International Corp.	British Virgin Islands
Senyuan International Investments Limited	British Virgin Islands
Silver Light International Limited	British Virgin Islands
Winner Hydraulics Ltd.	British Virgin Islands
Eaton Industries EOOD	Bulgaria
Aeroquip-Vickers Canada, Inc.	Canada
Cooper Finance (Canada) L.P.	Canada
Cooper Industries (Canada) Inc.	Canada
Cooper Industries (Electrical) Inc.	Canada
Cooper Industries Holdings (Canada) Inc.	Canada
Cyme International T & D Inc.	Canada
Eaton ETN Offshore Company	Canada
Eaton ETN Offshore II Company	Canada
Eaton Industries (Canada) Company	Canada
Fifth Light Technology Ltd.	Canada
Aeroquip Financial Ltd.	Cayman Islands
Cooper Colombia Investments, Ltd.	Cayman Islands
Cooper Netherlands Investments, Ltd.	Cayman Islands
Cooper Switzerland Investments, Ltd.	Cayman Islands
Cutler-Hammer Electrical Company	Cayman Islands
Cutler-Hammer Industries Ltd.	Cayman Islands
Eaton Holding I Limited	Cayman Islands
Eaton Holding II Limited	Cayman Islands
Eaton Holding III Limited	Cayman Islands
Georgetown Financial Services Ltd.	Cayman Islands
Green Holding Company	Cayman Islands
Senyuan International Holdings Limited	Cayman Islands
Eaton Industries (Chile) S.p.A.	Chile
Rolec Comercial e Industrial S.A.	Chile
Beijing Internormen-Filter Ltd. Co.	China
Cooper (China) Co., Ltd.	China
Cooper (Ningbo) Electric Co., Ltd.	China
Cooper Edison (Pingdingshan) Electronic Technologies Co., Ltd.	China

Consolidated Subsidiaries (A)	Where Organized
Cooper Electric (Changzhou) Co., Ltd.	China
Cooper Electric (Shanghai) Co., Ltd.	China
Cooper Electronic Technologies (Shanghai) Co., Ltd.	China
Cooper Shanghai Power Capacitor Co., Ltd.	China
Cooper Xi'an Fusegear Co., Ltd.	China
Cooper Yuhua (Changzhou) Electric Equipment Manufacturing Co., Ltd.	China
Digital Lighting (Dong Guan) Co., Ltd.	China
Dongguan Cooper Electronics Co. Ltd.	China
Dongguan Fu Li An Electronics Co., Ltd.	China
Dongguan Wiring Devices Electronics Co., Ltd.	China
Eaton (China) Investments Co., Ltd.	China
Eaton Electrical Ltd.	China
Eaton Electrical (Zhongshan) Co., Ltd.	China
Eaton Electrical Equipment Co., Ltd.	China
Eaton Filtration (Shanghai) Co. Ltd.	China
Eaton Fluid Power (Shanghai) Co., Ltd.	China
Eaton Hydraulics (Luzhou) Co., Ltd.	China
Eaton Hydraulics (Ningbo) Co., Ltd.	China
Eaton Hydraulics Systems (Jining) Co., Ltd.	China
Eaton Industrial Clutches and Brakes (Shanghai) Co., Ltd.	China
Eaton Industries (Jining) Co., Ltd	China
Eaton Industries (Shanghai) Co., Ltd.	China
Eaton Industries (Wuxi) Co. Ltd.	China
Eaton Power Quality (Shanghai) Co., Ltd.	China
Eaton SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.	China
Eaton Senstar Automotive Fluid Connector (Shanghai) Co., Ltd.	China
Funke+Huster (Tianjin) Electronics Co. Ltd.	China
Gomex Rubber and Plastics (Shanghai) Ltd.	China
Kaicheng Funke+Huster (Tangshan) Mining Electrical Co. Ltd.	China
Lian Zheng Electronics (Shenzhen) Co., Ltd.	China
Moeller Electric (Shanghai) Co., Ltd.	China
Moeller Electrical Equipment (Suzhou) Co.	China
MTL Instruments (Shanghai) Co. Ltd	China
Phoenixtec Electronics (Shenzhen) Co., Ltd.	China
Santak Electronics (Shenzhen) Co., Ltd.	China
Shanghai Eaton Engine Components Co., Ltd.	China
UPE Electronics (Shenzhen) Co., Ltd.	China
Zhenjiang Daqo Eaton Electrical Systems Co., Ltd.	China
Cooper Industries Colombia S.A.S.	Colombia
Eaton Industries (Colombia) S.A.S.	Colombia
Eaton Electrical S.A.	Costa Rica
Eaton Finance N.V.	Curacao
Eaton Electric s.r.o.	Czech Republic
Eaton Elektrotechnika s.r.o.	Czech Republic
Eaton Industries s.r.o.	Czech Republic
Eaton Electrical ApS	Denmark
Eaton Filtration (Denmark) ApS	Denmark
Cutler-Hammer, SRL	Dominican Republic
Eaton Industries (Egypt) Ltd.	Egypt

Consolidated Subsidiaries (A)	Where Organized
Eaton Holec OY	Finland
Eaton Power Quality OY (Finland)	Finland
Cooper Capri S.A.S.	France
Cooper Menvier France SARL	France
Cooper Securite S.A.S.	France
Eaton France Holding S.A.S.	France
Eaton Industries (France) S.A.S.	France
Eaton Power Quality S.A.S.	France
Eaton S.A.S.	France
Eaton Technologies S.A.	France
Martek Power F SAS	France
MP Group SAS	France
MTL Instruments SARL	France
Sefelec SAS	France
Semelec SAS	France
CEAG Notlichtsysteme GmbH	Germany
Cooper Crouse-Hinds GmbH	Germany
Cooper Germany Holdings GmbH	Germany
Cooper Industries Finanzierungs-GbR	Germany
Cooper Industries Holdings GmbH	Germany
Cooper Investments Partners GmbH Co. KG	Germany
Cooper Investments Verwaltungsgesellschaft mbH	Germany
Eaton Automotive G.m.b.H.	Germany
Eaton Electric G.m.b.H.	Germany
Eaton Electrical IP G.m.b.H. & Co. KG	Germany
Eaton Germany G.m.b.H.	Germany
Eaton GmbH & Co. KG	Germany
Eaton Holding SE & Co. KG	Germany
Eaton Industrial IP G.m.b.H. & Co. KG	Germany
Eaton Industries G.m.b.H.	Germany
Eaton Industries Holding G.m.b.H.	Germany
Eaton Production International G.m.b.H.	Germany
Eaton SE	Germany
Eaton Technologies G.m.b.H.	Germany
Eaton Technologies IP G.m.b.H. & Co. KG	Germany
Eaton Verwaltungs G.m.b.H.	Germany
FHF Bergbautechnik GmbH & Co. KG	Germany
FHF Funke+Huster Fernsig GmbH	Germany
FHF New World GmbH	Germany
Funke+Huster GmbH	Germany
GeCma Components electronic GmbH	Germany
Institute for International Product Safety G.m.b.H.	Germany
Martek Power GmbH	Germany
MTL Instruments GmbH	Germany
Sefelec GmbH	Germany
Cooper Univel S.A.	Greece
Digital Lighting Co., Limited	Hong Kong
Eaton Electric & Engineering Services Limited	Hong Kong
Eaton Enterprises Limited	Hong Kong

Consolidated Subsidiaries (A)	Where Organized
Eaton Power Quality Limited	Hong Kong
Martek Power Limited	Hong Kong
Maxiford Trading Limited	Hong Kong
Riseson International Limited	Hong Kong
Santak Electronics Company Limited	Hong Kong
Scoremax Limited	Hong Kong
Silver Victory Hong Kong Limited	Hong Kong
Tai Ah Electrical Ltd.	Hong Kong
True Fortune Limited	Hong Kong
Vickers Systems Limited	Hong Kong
Cooper Bussmann Hungaria Kft.	Hungary
Cooper Hungary Group Financing LLC	Hungary
Eaton Industries KFT	Hungary
Cooper Bussmann India Private Limited	India
Cooper India Private Limited	India
Eaton Electric Private Limited	India
Eaton Fluid Power Limited	India
Eaton Industrial Systems Private Limited	India
Eaton Industries Private Limited	India
Eaton Power Quality Private Limited	India
Eaton Technologies Private Limited	India
Internormen Filters Private Limited	India
MTL Instruments Private Limited	India
PT. Eaton Industries	Indonesia
PT. Fluid Sciences Batam	Indonesia
Abeiron III Limited	Ireland
Cooper Industries	Ireland
Cooper Industries Holdings (Ireland)	Ireland
Cooper Industries Trading Limited	Ireland
Eaton Finance (Ireland) Limited	Ireland
Eaton Industries (Ireland) Ltd.	Ireland
Tractech (Ireland) Limited	Ireland
Tractech Industries (Ireland) Limited	Ireland
TT (Ireland) Acquisition Limited	Ireland
Eaton Industries (Israel) Ltd.	Israel
Filflex LTD	Israel
Cooper Csa Srl	Italy
Eaton Filtration (Italy) S.r.l.	Italy
Eaton Fluid Power S.r.l.	Italy
Eaton Industries (Italy) S.r.l.	Italy
Eaton S.r.l.	Italy
Gitiesse S.r.l.	Italy
MTL Italia Srl	Italy
Cooper Industries Japan K.K.	Japan
Eaton Filtration Ltd.	Japan
Eaton Industries (Japan) Ltd.	Japan
Eaton Japan Co., Ltd.	Japan
Moeller Electric Ltd.	Japan
Eaton Electric S.I.A.	Latvia

Consolidated Subsidiaries (A)	Where Organized
Aeroquip-Vickers International S.a.r.l.	Luxembourg
Cooper International Holdings, Ltd.	Luxembourg
Cooper Investment Group S.a.r.l.	Luxembourg
Cooper Offshore Holdings S.a.r.l.	Luxembourg
Eaton Controls (Luxembourg) S.a.r.l.	Luxembourg
Eaton Holding S.a r.l.	Luxembourg
Eaton Holding II S.a.r.l.	Luxembourg
Eaton Holding III S.a.r.l.	Luxembourg
Eaton Holding IV S.a.r.l.	Luxembourg
Eaton Holding V S.a.r.l.	Luxembourg
Eaton Holding VI S.a.r.l.	Luxembourg
Eaton Holding VIII S.a.r.l.	Luxembourg
Eaton Holding IX S.a.r.l.	Luxembourg
Eaton Holding X S.a.r.l.	Luxembourg
Eaton Services S.a.r.l.	Luxembourg
Eaton Moeller S.a.r.l.	Luxembourg
Eaton Technologies (Luxembourg) S.a.r.l.	Luxembourg
Martek Power SA	Luxembourg
Cooper Industries Malaysia SDN BHD	Malaysia
Eaton Industries Sdn. Bhd.	Malaysia
ETN Asia International Limited	Mauritius
ETN Holding 1 Limited	Mauritius
ETN Holding 2 Limited	Mauritius
ETN Holding 3 Limited	Mauritius
Arrow-Hart, S. de R.L. de C.V.	Mexico
Bussmann, S. de R.L. de C.V.	Mexico
Componentes de Iluminacion, S. de R.L. de C.V.	Mexico
Cooper Crouse-Hinds, S. de R.L. de C.V.	Mexico
Cooper Lighting de Mexico, S. de R.L. de C.V.	Mexico
Cooper Mexico Distribucion, S. de R.L. de C.V.	Mexico
Cooper Wiring Devices de Mexico, S.A de C.V.	Mexico
Cooper Wiring Devices Manufacturing, S. de R.L. de C.V.	Mexico
Eaton Controls, S. de R.L. de C.V.	Mexico
Eaton Enterprises, S. de R.L. de C.V.	Mexico
Eaton Industries, S. de R.L. de C.V.	Mexico
Eaton Solutions, S. de R.L. de C.V.	Mexico
Eaton Technologies, S. de R.L. de C.V.	Mexico
Eaton Trading Company, S. de R.L. de C.V.	Mexico
Eaton Truck Components, S. de R.L. de C.V.	Mexico
Electromanufacturas, S de R.L. de C.V.	Mexico
Iluminacion Cooper de las Californias, S de R.L. de C.V.	Mexico
Martek Power S.A. de C.V.	Mexico
Eaton Electric S.a.r.l.	Morocco
Cooper Crouse-Hinds B.V.	Netherlands
Cooper Industries Global B.V.	Netherlands
Cooper Safety B.V.	Netherlands
Eaton B.V.	Netherlands
Eaton C.V.	Netherlands
Eaton Holding I B.V.	Netherlands

Consolidated Subsidiaries (A)	Where Organized
Eaton Holding III B.V.	Netherlands
Eaton Holding V B.V.	Netherlands
Eaton Holding VI B.V.	Netherlands
Eaton Holding VII B.V.	Netherlands
Eaton Holding XII B.V.	Netherlands
Eaton Holding (Netherlands) B.V.	Netherlands
Eaton Industries (Luxembourg) B.V.	Netherlands
Eaton Industries (Netherlands) B.V.	Netherlands
Eaton International B.V.	Netherlands
Eaton Moeller B.V.	Netherlands
MTL Instruments B.V.	Netherlands
Stichting Deutschland Investments	Netherlands
Turlock B.V.	Netherlands
Eaton Industries Company	New Zealand
Eaton Industries International Nigeria Limited	Nigeria
Cooper Crouse-Hinds AS	Norway
Eaton Electric AS	Norway
Hernis Scan Systems A/S	Norway
Norex AS	Norway
Rolec S.A.C.	Peru
Eaton Automotive Components Spolka z.o.o.	Poland
Eaton Automotive Spolka z.o.o.	Poland
Eaton Automotive Systems Spolka z.o.o.	Poland
Eaton Electric Spolka z.o.o.	Poland
Eaton Filtration (Poland) Sp. z.o.o.	Poland
Eaton I Spolka z.o.o.	Poland
Eaton Truck Components Spolka z.o.o.	Poland
Cooper Pretronica Lda.	Portugal
Eaton Madeira SGPS Lda.	Portugal
Cooper Industries Romania SRL	Romania
Eaton Electric S.r.l.	Romania
Eaton Electro Productie S.r.l.	Romania
Cooper Industries Russia LLC	Russia
Eaton LLC	Russia
OOO Moeller Elektrik Produktion Mozhajsk	Russia
Eaton LP	Scotland
Eaton II LP	Scotland
Eaton III LP	Scotland
Eaton IV LP	Scotland
Eaton Industries LP	Scotland
Eaton Manufacturing LP	Scotland
Eaton Electric doo	Serbia
Cooper Crouse-Hinds Pte. Ltd.	Singapore
Eaton Industries Pte. Ltd.	Singapore
FHF Safety Products Pte. Ltd.	Singapore
Hernis Scan Systems - Asia Pte. Ltd.	Singapore
Eaton Electric s.r.o.	Slovak Republic
Eaton Electric (South Africa) Pty Ltd.	South Africa
Eaton Hydraulics (Proprietary) Limited	South Africa

Consolidated Subsidiaries (A)	Where Organized
Eaton Truck Components (Proprietary) Ltd.	South Africa
Cooper Korea Ltd.	South Korea
Eaton Industries (Korea) Limited	South Korea
Aeroquip Iberica S.L.	Spain
Cooper Crouse-Hinds, S.A.	Spain
Eaton Industries (Spain) S.L.	Spain
Productos Eaton Livia S.L.	Spain
Eaton Holec AB	Sweden
Eaton Power Quality AB	Sweden
Ultronics Nordic Sales AB	Sweden
Eaton Automation AG	Switzerland
Eaton Automation Holding G.m.b.H	Switzerland
Eaton Industries II G.m.b.H.	Switzerland
Eaton Industries Manufacturing G.m.b.H.	Switzerland
Eaton Manufacturing G.m.b.H	Switzerland
Eaton Manufacturing II G.m.b.H.	Switzerland
Eaton Manufacturing III G.m.b.H.	Switzerland
Centralion Industrial Inc.	Taiwan
Eaton Phoenixtec MMPL Co. Ltd.	Taiwan
RTE Far East Corporation	Taiwan
Eaton Electric Company Ltd.	Thailand
Eaton Industries (Thailand) Ltd.	Thailand
Moeller Electric Ltd.	Thailand
Martek Power Tunisie SARL	Tunisia
Eaton Elektrik Ticaret Limited Sirketi	Turkey
Polimer Kaucuk Sanayi ve Pazarlama A.S.	Turkey
D.P. Eaton Electric	Ukraine
Eaton Middle East LLC	United Arab Emirates
Cooper Crouse-Hinds (LLC)	United Arab Emirates
Cooper Industries FZE	United Arab Emirates
Cooper Industries Healthcare Solutions FZ-LLC	United Arab Emirates
Eaton FZE	United Arab Emirates
Aphel Ltd.	United Kingdom
Aphel Technologies Ltd.	United Kingdom
Cooper (UK) Group Limited	United Kingdom
Cooper B-Line Limited	United Kingdom
Cooper Bussmann (U.K.) Limited	United Kingdom
Cooper Controls Limited	United Kingdom
Cooper Controls (U.K.) Limited	United Kingdom
Cooper Controls (Watford) Limited	United Kingdom
Cooper Crouse-Hinds (UK) Ltd.	United Kingdom
Cooper Fulleon Limited	United Kingdom
Cooper Industries (England) Limited	United Kingdom
Cooper Industries (U.K.) Limited	United Kingdom
Cooper Industries Investments UK Limited	United Kingdom
Cooper Industries UK Subco Limited	United Kingdom
Cooper Lighting and Safety Limited	United Kingdom
Cooper MEDC Limited	United Kingdom
Cooper Safety Limited	United Kingdom

Consolidated Subsidiaries (A)	Where Organized
Cooper Security Limited	United Kingdom
Crompton Lighting Holdings Limited	United Kingdom
Crompton Lighting International Limited	United Kingdom
DFL Fusegear Limited	United Kingdom
Eaton Aerospace Limited	United Kingdom
Eaton Electric Limited	United Kingdom
Eaton Electric Sales Ltd.	United Kingdom
Eaton Filtration Limited	United Kingdom
Eaton Holding Limited	United Kingdom
Eaton Industries Limited	United Kingdom
Eaton Industries (UK) Limited	United Kingdom
Eaton Limited	United Kingdom
Eaton Power Quality Limited	United Kingdom
Eaton Power Solutions Limited	United Kingdom
EX Innovations Limited	United Kingdom
Firecom Limited	United Kingdom
Fitting Images Technology Limited	United Kingdom
Fotadvise (M.E.W.) Limited	United Kingdom
Hi-Flow Valves Limited	United Kingdom
HITech Instruments Limited	United Kingdom
iLight Group Limited	United Kingdom
iLight Limited	United Kingdom
JSB Electrical Limited	United Kingdom
Kestron Units Limited	United Kingdom
Light Processor Limited	United Kingdom
Lightfactor Contracts Limited	United Kingdom
Lightfactor Sales Limited	United Kingdom
Marata Group Limited	United Kingdom
Martek Power Limited (UK)	United Kingdom
Measurement Technology Limited	United Kingdom
Menvier Limited	United Kingdom
Menvier Overseas Holdings Limited	United Kingdom
Menvier Security Limited	United Kingdom
Mercury Switch Manufacturing Company Limited	United Kingdom
Mount (York) Limited	United Kingdom
Mount Engineering plc	United Kingdom
MSG Leasing Limited	United Kingdom
Nelco Systems Limited	United Kingdom
Next Two (International) Limited	United Kingdom
Next Two Limited	United Kingdom
Ocean Technical Systems Limited	United Kingdom
Polaron Communications Limited	United Kingdom
Polaron Components Limited	United Kingdom
Polaron Cortina Limited	United Kingdom
Polaron Engineering Limited	United Kingdom
Polaron Entropics Limited	United Kingdom
Polaron Manufacturing Limited	United Kingdom
Polaron Schaevitz Limited	United Kingdom
Powertron Limited	United Kingdom

Consolidated Subsidiaries (A)	Where Organized
Redapt Engineering Co. Limited	United Kingdom
Regalsafe Limited	United Kingdom
Rossula Limited	United Kingdom
RTK Instruments Limited	United Kingdom
Scantronic Holdings Limited	United Kingdom
Scantronic International Limited	United Kingdom
Scantronic Limited	United Kingdom
The MTL Instruments Group Limited	United Kingdom
Ultronics Limited	United Kingdom
Zero 88 Lighting Limited	United Kingdom
Eaton Electrical, S.A.	Venezuela
(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.

EX-23

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 26, 2014, with respect to the consolidated financial statements of Eaton Corporation plc and the effectiveness of internal control over financial reporting of Eaton Corporation plc included in this Annual Report (Form 10-K) of Eaton Corporation plc for the year ended December 31, 2013:

Registration number	Description	Filing date
333-191035	Form S-4 Registration Statement	September 6, 2013
333-185206-03	Multiple plans - Form S-8 Registration Statement	November 30, 2012
	Amended and Restated 2012 Stock Plan
	Second Amended and Restated 2009 Stock Plan
	Amended and Restated 2008 Stock Plan
	Amended and Restated 2004 Stock Plan
	Amended and Restated 2002 Stock Plan
	Amended and Restated 1998 Stock Plan
	Amended and Restated 1995 Stock Plan
	Eaton Incentive Compensation Deferral Plan II
	Eaton Corporation Deferred Incentive Compensation Plan II
	2005 Non-Employee Director Fee Deferral Plan
	Eaton Savings Plan
	Eaton Personal Investment Plan
	Eaton Puerto Rico Retirement Savings Plan
	Cooper Retirement Savings and Stock Ownership Plan

/s/ Ernst & Young LLP

Cleveland, Ohio

February 26, 2014

EX-24

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 24

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint Richard H. Fearon, Ken. D. Semelsberger or William E. Myers his or her true and lawful attorney, for him or her and in his or her name, place and stead to subscribe, as attorney-in-fact, his or her signature as Director or Officer or both, as the case may be, of Eaton Corporation plc, to its Annual Report on Form 10-K for the year ended December 31, 2013 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not apply to any Annual Report on Form 10-K or amendment thereto filed after December 31, 2014.

IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, U.S.A. this 25th day of February, 2014.

/s/ Alexander M. Cutler	/s/ Richard H. Fearon
Alexander M. Cutler, Chairman; Principal Executive Officer; Director	Richard H. Fearon, Principal Financial Officer
/s/ Ken D. Semelsberger	/s/ George S. Barett
Ken D. Semelsberger Principal Accounting Officer	George S. Barrett, Director
/s/ Todd M. Bluedorn	/s/ Christopher M. Connor
Todd M. Bluedorn, Director	Christopher M. Connor, Director
/s/ Michael J. Critelli	/s/ Charles E. Golden
Michael J. Critelli, Director	Charles E. Golden, Director
/s/ Linda A. Hill	/s/ Arthur E. Johnson
Linda A. Hill, Director	Arthur E. Johnson, Director
/s/ Ned C. Lautenbach	/s/ Deborah L. McCoy
Ned C. Lautenbach, Director	Deborah L. McCoy, Director
/s/ Gregory R. Page	/s/ Gerald B. Smith
Gregory R. Page, Director	Gerald B. Smith, Director

EX-31.1

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.1

Certification

I, Alexander M. Cutler, certify that:

1. I have reviewed this annual report on Form 10-K of Eaton Corporation plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 26, 2014	/s/ Alexander M. Cutler
		Alexander M. Cutler
		Principal Executive Officer

EX-31.2

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.2

Certification

I, Richard H. Fearon, certify that:

1. I have reviewed this annual report on Form 10-K of Eaton Corporation plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 26, 2014	/s/ Richard H. Fearon
		Richard H. Fearon
		Principal Financial Officer

EX-32.1

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 32.1

Certification

This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2013 (“10-K Report”).

I hereby certify that, based on my knowledge, the 10-K 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-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Date:	February 26, 2014	/s/ Alexander M. Cutler
		Alexander M. Cutler
		Principal Executive Officer

EX-32.2

Eaton Corporation plc

2013 Annual Report on Form 10-K

Item 15(b)

Exhibit 32.2

Certification

This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2013 (“10-K Report”).

I hereby certify that, based on my knowledge, the 10-K 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-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Date:	February 26, 2014	/s/ Richard H. Fearon
		Richard H. Fearon
		Principal Financial Officer

XML

Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies Textuals Abstract
Net sales	$ 22,046	$ 16,311	$ 16,049
Number of Eaton employees	102,000
Countries of operation	over 60
Countries where products are sold	175
Equity method of accounting minimum ownership interest	20.00%
Equity method of accounting maximum ownership interest	50.00%
Property, plant and equipment, estimated useful lives	40
Machinery and equipment useful life range	3 to 10 years
Weighted average amortization period for intangible assets	17 years
Weighted average amortization period for customer relationships	16
Software amortization maximum life	10
RSU and awards vesting period	three or four years

XML

Retirement Benefits Plans - Components of Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Details 3) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
United States pension liabilities [Member]
Components of pension plans with an accumulated benefit obligation in excess of plan assets
Projected benefit obligation	$ 3,166	$ 3,817
Accumulated benefit obligation	2,999	3,639
Fair value of plan assets	2,437	2,607
Non-United States pension liabilities [Member]
Components of pension plans with an accumulated benefit obligation in excess of plan assets
Projected benefit obligation	1,411	1,412
Accumulated benefit obligation	1,349	1,307
Fair value of plan assets	$ 635	$ 657

XML

Goodwill and Other Intangible Assets Intangible Assets Future Amortization Expense (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite lived intangible assets future amortization expense [Line Items]
2013						$ 432
2014					428
2015				422
2016			410
2017		399
2018	$ 379

XML

Income Taxes Components of current and long-term deferred income taxes (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred Tax Assets and Liabilities [Line Items]
Deferred tax liabilities included in other current liabilities		$ 49
Current assets and liabilities [Member]
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals [Abstract]
Employee benefits	116	92
Depreciation and amortization	(2)	(3)
Other accruals and adjustments	497	495
Deferred Tax Assets, Net, Classification [Abstract]
Other items	0	0
United States federal income tax loss carryforwards	0	0
United States federal income tax credit carryforward	0	0
United States state and local tax loss carryforwards and tax credit carryforwards	0	0
Other foreign tax loss carryforward	0	0
Other foreign income tax credit carryforwards	0	0
Valuation allowance for income tax loss and income tax credit carryforwards	0	(61)
Other valuation allowance	(34)	(7)
Total deferred income taxes	577	516
Long-term assets and liabilities [Member]
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals [Abstract]
Employee benefits	657	857
Depreciation and amortization	(2,294)	(2,793)
Other accruals and adjustments	368	297
Deferred Tax Assets, Net, Classification [Abstract]
Other items	0	145
United States federal income tax loss carryforwards	0	6
United States federal income tax credit carryforward	161	156
United States state and local tax loss carryforwards and tax credit carryforwards	73	71
Other foreign tax loss carryforward	1,708	1,591
Other foreign income tax credit carryforwards	63	67
Valuation allowance for income tax loss and income tax credit carryforwards	(1,738)	(1,521)
Other valuation allowance	(71)	(71)
Total deferred income taxes	$ (1,073)	$ (1,195)

XML

Retirement Benefits Plans - Changes in Pension and Other Postretirement Liabilities Recognized in AOCI (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss
Prior service cost arising during the year	$ (6)	$ (1)	$ (5)
Less amounts included in expense during the year	456	(386)	(648)
Net change for the year	2	(2)	0
United States pension liabilities [Member]
Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss
Balance at January 1	1,621	1,602
Prior service cost arising during the year	2	1
Net loss arising during the year	381	(154)
Foreign currency translation	0	0
Less amounts included in expense during the year	(186)	(138)
Other	(2)	(2)
Net change for the year	(567)	19
Balance at December 31	1,054	1,621
Non-United States pension liabilities [Member]
Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss
Balance at January 1	559	358
Prior service cost arising during the year	4	0
Net loss arising during the year	12	(205)
Foreign currency translation	6	15
Less amounts included in expense during the year	(29)	(19)
Other	0	0
Net change for the year	(31)	201
Balance at December 31	528	559
Other postretirement liabilities [Member]
Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss
Balance at January 1	262	248
Prior service cost arising during the year	0	0
Net loss arising during the year	63	(27)
Foreign currency translation	1	0
Less amounts included in expense during the year	(14)	(13)
Other	0	0
Net change for the year	(78)	14
Balance at December 31	$ 184	$ 262

XML

Eaton Shareholders' Equity Eaton Shareholders' Equity - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Defined Benefit Plan, Actuarial Gain (Loss)	$ (229)	[1]
Amortization of defined benefit pension reclassifications before tax	(229)
Tax (expense) benefit on amortization of defined benefit pension items	85
Net amortization of defined benefit items after tax	(144)
Gain and losses on cash flow hedges	0
Accumulated Other Comprehensve Gain Cash Flow Hedges Income Tax Expense	0
Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net, After Tax	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(144)
Interest Expense [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax	(1)
Cost of Sales [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Currency exchange contracts	2
Commodity contracts	$ (1)

[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.

XML

Goodwill and Other Intangible Assets Schedule of Goodwill by Segment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Goodwill	$ 14,495	$ 14,443	$ 5,537
Electrical Products [Member]
Goodwill [Line Items]
Goodwill	7,189	7,117
Electrical Systems and Services [Member]
Goodwill [Line Items]
Goodwill	4,517	4,520
Hydraulics [Member]
Goodwill [Line Items]
Goodwill	1,385	1,404
Aerospace [Member]
Goodwill [Line Items]
Goodwill	1,048	1,045
Vehicle [Member]
Goodwill [Line Items]
Goodwill	$ 356	$ 357

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Equity-Based Compensation Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Equity-based compensation

Summary of RSU and RSA activity

A summary of the RSU and RSA activity for 2013 follows:

(Restricted stock units and awards in millions)	Number of restricted stock units and awards		Weighted-average fair value per unit and award
Non-vested at January 1	3.4		$	42.47
Granted	1.5		57.75
Vested	(1.3	)	37.71
Forfeited	(0.2	)	50.70
Non-vested at December 31	3.4		$	51.37

Pre-tax and after-tax expense for RSUs and RSAs [Table Text Block]

Information related to RSUs and RSAs follows:

	2013		2012		2011
Pretax expense for RSUs and RSAs	$	69	$	46	$	50
After-tax expense for RSUs and RSAs	45		30		32

Assumptions used in determining fair value of stock options

A summary of the assumptions used in determining the fair value of stock options follows:

	2013			2012			2011
Expected volatility	36		%	35		%	33		%
Expected option life in years	5.5			5.5			5.5
Expected dividend yield	2.0		%	2.0		%	2.0		%
Risk-free interest rate	1.5 to 0.8%			1.0 to 0.9%			2.2% to 1.4%
Weighted-average fair value of stock options granted	$	17.49		$	14.08		$	14.56

Summary of stock option activity

A summary of stock option activity follows:

(Options in millions)	Weighted-average price per option		Options		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding at January 1, 2013	$	39.45	10.8
Granted	63.15		0.8
Exercised	35.76		(3.6	)
Forfeited and canceled	50.76		(0.1	)
Outstanding at December 31, 2013	$	43.43	7.9		4.4	$	259
Exercisable at December 31, 2013	$	40.05	6.4		3.4	$	232
Reserved for future grants at December 31, 2013			17.7

Information related to stock options

Information related to stock options follows:

	2013		2012		2011
Pretax expense for stock options	$	11	$	7	$	5
After-tax expense for stock options	7		5		4
Proceeds from stock options exercised	121		95		71
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated    Statements of Cash Flows	3		5		13
Excess tax benefit classified in financing activities in the    Consolidated Statements of Cash Flows	22		13		33
Intrinsic value of stock options exercised	102		60		62
Total fair value of stock options vesting	$	11	$	7	$	5
Stock options exercised, in millions of options	3.565		3.099		2.541

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Eaton Shareholders' Equity Eaton Shareholders' Equity - Net Income per Ordinary Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share Reconciliation [Abstract]
Net income attributable to Eaton ordinary shareholders	$ 1,861	$ 1,217	$ 1,350
Weighted-average number of ordinary shares outstanding - diluted	476.7	350.9	342.8
Less dilutive effect of equity-based compensation	3.2	3.1	4.5
Weighted-average number of ordinary shares outstanding - basic	473.5	347.8	338.3
Net income per ordinary share - diluted	$ 3.90	$ 3.46	$ 3.93
Net income per ordinary share - basic	$ 3.93	$ 3.54	$ 3.98

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Income Taxes Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
2014 through 2018 [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	$ 136
Other foreign deferred income tax assets for income tax loss carryforwards	35
Other foreign income tax credit carryforwards	39
2019 through 2023 [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	130
Other foreign deferred income tax assets for income tax loss carryforwards	32
Other foreign income tax credit carryforwards	13
2024 through 2028 [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	48
Other foreign deferred income tax assets for income tax loss carryforwards	14
Other foreign income tax credit carryforwards	2
2029 through 2033 [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	18
Other foreign deferred income tax assets for income tax loss carryforwards	5
Other foreign income tax credit carryforwards	0
Not subject to expiration [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	7,654
Other foreign deferred income tax assets for income tax loss carryforwards	1,622
Other foreign income tax credit carryforwards	9
Valuation allowance [Member]
Income Tax Loss and Tax Credit Carryforwards, Non-United States Subsidiaries, By Expiration Dates [Line Items]
Other foreign income tax loss carryforwards	0
Other foreign deferred income tax assets for income tax loss carryforwards	(1,646)
Other foreign income tax credit carryforwards	$ (10)

XML

Derivative Financial Instruments and Hedging Activities Fixed-to-Floating Interest Rate Swaps (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Notes due 2014 [Member]
Derivative [Line Items]
Notional amount	$ 100
Derivative, Fixed Interest Rate	5.95%
Derivative, Variable Interest Rate	2.98%
Basis for contracted floating interest rate paid	6 month LIBOR + 2.60%
Notes due 2017 [Member]
Derivative [Line Items]
Notional amount	150
Derivative, Fixed Interest Rate	5.30%
Derivative, Variable Interest Rate	4.43%
Basis for contracted floating interest rate paid	1 month LIBOR + 4.26%
Senior notes due 2017 [Member]
Derivative [Line Items]
Notional amount	450
Derivative, Fixed Interest Rate	1.50%
Derivative, Variable Interest Rate	0.62%
Basis for contracted floating interest rate paid	1 month LIBOR + 0.45%
Notes due 2018 [Member]
Derivative [Line Items]
Notional amount	415
Derivative, Fixed Interest Rate	5.60%
Derivative, Variable Interest Rate	3.54%
Basis for contracted floating interest rate paid	6 month LIBOR + 3.18%
Notes due 2019 [Member]
Derivative [Line Items]
Notional amount	300
Derivative, Fixed Interest Rate	6.95%
Derivative, Variable Interest Rate	5.32%
Basis for contracted floating interest rate paid	3 month LIBOR + 5.07%
Debentures due 2019 [Member]
Derivative [Line Items]
Notional amount	25
Derivative, Fixed Interest Rate	8.875%
Derivative, Variable Interest Rate	4.26%
Basis for contracted floating interest rate paid	6 month LIBOR + 3.84%
Debentures due 2020 [Member]
Derivative [Line Items]
Notional amount	150
Derivative, Fixed Interest Rate	3.875%
Derivative, Variable Interest Rate	2.29%
Basis for contracted floating interest rate paid	1 month LIBOR + 2.12%
Notes due 2021 [Member]
Derivative [Line Items]
Notional amount	150
Derivative, Fixed Interest Rate	3.47%
Derivative, Variable Interest Rate	2.01%
Basis for contracted floating interest rate paid	1 month LIBOR + 1.84%
Senior notes due 2022 [Member]
Derivative [Line Items]
Notional amount	1,100
Derivative, Fixed Interest Rate	2.75%
Derivative, Variable Interest Rate	0.71%
Basis for contracted floating interest rate paid	1 month LIBOR + 0.54%
Notes due 2023 [Member]
Derivative [Line Items]
Notional amount	150
Derivative, Fixed Interest Rate	3.68%
Derivative, Variable Interest Rate	1.22%
Basis for contracted floating interest rate paid	1 month LIBOR + 1.06%
Debentures due 2024 [Member]
Derivative [Line Items]
Notional amount	25
Derivative, Fixed Interest Rate	7.625%
Derivative, Variable Interest Rate	2.84%
Basis for contracted floating interest rate paid	6 month LIBOR + 2.48%
Debentures due 2029 [Member]
Derivative [Line Items]
Notional amount	50
Derivative, Fixed Interest Rate	7.65%
Derivative, Variable Interest Rate	2.92%
Basis for contracted floating interest rate paid	6 month LIBOR + 2.57%
Debentures due 2034 [Member]
Derivative [Line Items]
Notional amount	$ 25
Derivative, Fixed Interest Rate	5.45%
Derivative, Variable Interest Rate	0.64%
Basis for contracted floating interest rate paid	6 month LIBOR + 0.28%

XML

Retirement Benefits Plans Retirement Benefits Plans - Estimated Future Pretax Amounts Recognized From AOCI to Net Periodic Benefit Cost (Details 6) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
United States pension liabilities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Actuarial loss	$ 155
Prior service cost (credit)	0
Total	155
Non-United States pension liabilities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Actuarial loss	26
Prior service cost (credit)	1
Total	27
Other postretirement liabilities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Actuarial loss	9
Prior service cost (credit)	(2)
Total	$ 7

XML

Eaton Shareholders' Equity Eaton Shareholders' Equity - Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Equity [Abstract]
Currency translation and related hedging instuments pre-tax	$ (30)	$ 144	$ (252)
Currency translation and related hedging instruments after-tax	(28)	135	(241)
Pension and Other Postretirement Benefits [Abstract]
Prior service cost arising during the year pre-tax	(6)	(1)	(5)
Prior service cost arising during the year after-tax	(4)	(1)	(4)
Net gain (loss) arising during the year pre-tax	456	(386)	(648)
Net gain (loss) arising during the year after-tax	277	(262)	(417)
Currency translation pre-tax	(5)	(15)	5
Currency translation after-tax	(4)	(12)	4
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	2	(2)	0
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	16	15	(15)
Amortization of actuarial loss and prior service costs reclassified to earnings pre-tax	229	170	122
Amortization of actuarial loss and prior service costs reclassified to earnings after-tax	144	108	79
Total pensions and other postretirement benefits included in other comprehensive income (loss), pre-tax	(676)	234	526
Total pensions and other postretirement benefits included in other comprehensive income (loss), after-tax	(429)	152	353
Other Accumulated Comprehensive Income (Loss) Cash Flow Hedges
Gain (loss) on derivatives designated as cash flow hedges pre-tax	6	10	(28)
Gain (loss) on derivatives designated as cash flow hedges after-tax	3	10	(21)
Changes in cash flow hedges reclassified to earnings pre-tax	0	7	0
Changes in cash flow hedges reclassified to earnings after-tax	0	7	(1)
Cash flow hedges, net of reclassification adjustments pre-tax	6	17	(28)
Cash flow hedges, net of reclassification adjustments after-tax	3	17	(22)
Other comprehensive income (loss) attributable to Eaton ordinary shareholders pre-tax	652	(73)	(806)
Other comprehensive income (loss) attributable to Eaton ordinary shareholders after-tax	$ 404	$ 0	$ (616)

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Summary of financial instruments recognized at fair value and fair value measurement used
Cash	$ 915	$ 577
Short-term investments	794	527
Net derivative contracts	(35)	83
Long-term debt converted to floating interest rates by interest rate swaps - net	(39)	87
Quoted prices in active markets for identical assets (Level 1) [Member]
Summary of financial instruments recognized at fair value and fair value measurement used
Cash	915	577
Short-term investments	794	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]
Summary of financial instruments recognized at fair value and fair value measurement used
Cash	0	0
Short-term investments	0	0
Net derivative contracts	(35)	83
Long-term debt converted to floating interest rates by interest rate swaps - net	(39)	87
Unobservable inputs (Level 3) [Member]
Summary of financial instruments recognized at fair value and fair value measurement used
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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Restricted Stock Units and Awards Activity (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Equity-based compensation
Compensation expense not yet recognized related to non-vested RSUs and RSAs	$ 111
Weighted average period for total compensation expense not yet recognized	2.2
Excess tax benefit for equity-based compensation	$ 10
Number of Restricted Stock Units and Awards
Equity-based compensation
Non-vested at January 1	3.4
Granted	1.5
Vested	(1.3)
Forfeited	(0.2)
Non-vested at December 31	3.4
Weighted-average fair value per unit and award
Equity-based compensation
Non-vested at January 1	$ 42.47
Granted	$ 57.75
Vested	$ 37.71
Forfeited	$ 50.70
Non-vested at December 31	$ 51.37

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Fair Value Measurements Fair Value Measurements (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Summary of carrying value of short-term investments
Time deposits, certificate of deposits and demand deposits with banks	$ 279	$ 293
Money market investments	512	228
Other	3	6
Total short-term investments	$ 794	$ 527

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Eaton Shareholders' Equity Eaton Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in accumulated other comprehensive income (loss) [Line Items]
Balance at December 31	$ (1,560)	$ (1,964)
Amounts reclassified from Accumulated other comprehensive (loss) income	144
Net current-period other comprehensive (loss) income	404	0	(616)
Currency translation and related hedging instruments [Member]
Changes in accumulated other comprehensive income (loss) [Line Items]
Balance at December 31	(395)	(367)
Other comprehensive (loss) income before reclassifications	(28)
Amounts reclassified from Accumulated other comprehensive (loss) income	0
Net current-period other comprehensive (loss) income	(28)
Pensions and Other Postretirement Benefits [Member]
Changes in accumulated other comprehensive income (loss) [Line Items]
Balance at December 31	(1,170)	(1,599)
Other comprehensive (loss) income before reclassifications	285
Amounts reclassified from Accumulated other comprehensive (loss) income	144
Net current-period other comprehensive (loss) income	429
Cash Flow Hedges [Member]
Changes in accumulated other comprehensive income (loss) [Line Items]
Balance at December 31	5	2
Other comprehensive (loss) income before reclassifications	3
Amounts reclassified from Accumulated other comprehensive (loss) income	0
Net current-period other comprehensive (loss) income	3
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in accumulated other comprehensive income (loss) [Line Items]
Balance at December 31	(1,560)	(1,964)
Other comprehensive (loss) income before reclassifications	260
Amounts reclassified from Accumulated other comprehensive (loss) income	144
Net current-period other comprehensive (loss) income	$ 404

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Income Taxes Operating Loss and Tax Credit Carryforwards, United States, By Expiration Dates (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
2014 through 2018 [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	$ 1
United States federal income tax credit carryforwards	3
2019 through 2023 [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	0
United States federal income tax credit carryforwards	70
2024 through 2028 [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	0
United States federal income tax credit carryforwards	0
2029 through 2033 [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	0
United States federal income tax credit carryforwards	69
Not subject to expiration [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	0
United States federal income tax credit carryforwards	19
Valuation allowance [Member]
Operating Loss and Tax Credit Carry Forward [Line Items]
United States federal income tax loss carryforwards	0
United States federal income tax credit carryforwards	$ (51)

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Acquisitions and Sales of Businesses (Tables)

12 Months Ended

Dec. 31, 2013

Business Acquisition, Contingent Consideration [Line Items]

Fair Value of Consideration Transferred [Table Text Block]

The total purchase price for the acquisition of Cooper was $13,192, comprised of Eaton share consideration valued at $6,649 and cash consideration for Cooper shares of $6,474 and to settle certain Cooper equity-based compensation plans of $69, as follows:

Cooper shares outstanding as of November 30, 2012	163.6
Cooper shares issued pursuant to conversion of stock options and share units outstanding under    Cooper equity-based compensation plans	1.8
Total Cooper shares and share equivalents prior to transaction	165.4
Exchange ratio per share	0.77479
Total Eaton shares issued	128.1
Weighted-average Eaton Corporation per share price on November 30, 2012	$	51.91
Total value of Eaton shares issued	$	6,649
Total cash consideration paid at $39.15 per Cooper share and share equivalent	6,474
Total cash consideration paid for equity-based compensation plans	69
Total consideration	$	13,192

Fair Values of Assets Acquired and Liabilities Assumed [Table Text Block]

	November 30, 2012 (as previously reported)			Adjustments			November 30, 2012 (final adjusted)
Working capital accounts (1)	$	2,304		$	(18	)	$	2,286
Prepaid expenses and other current assets	204			69			273
Property, plant and equipment	885			(40		)	845
Investment in Apex Tool Group, LLC	807			(7		)	800
Intangible assets	5,250			119			5,369
Other assets	35			30			65
Debt	(1,221		)	—			(1,221		)
Accounts payable	(519		)	3			(516		)
Other current liabilities	(673		)	(206		)	(879		)
Other noncurrent liabilities	(2,185		)	(177		)	(2,362		)
Total identifiable net assets	4,887			(227		)	4,660
Goodwill	8,305			227			8,532
Total consideration	$	13,192		$	—		$	13,192
(1) Working capital accounts include Cash, Short-term investments, Accounts receivable and Inventory.

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma information gives effect to Eaton's acquisition of Cooper as if the acquisition had occurred on January 1, 2012 and Cooper had been included in Eaton's consolidated results of operations for the year ended December 31, 2012.

	2012
Net sales	$	21,792
Net income from continuing operations attributable to Eaton ordinary shareholders	1,695
Diluted earnings per share from continuing operations	$	3.54

Annual Sales of Acquired Entities From Previous Periods [TableText Block]

These transactions and the related annual sales prior to acquisition are summarized below:

Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.

Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.
E.A. Pedersen Company	December 29, 2011	Electrical Systems and Services	$37 for 2011
A United States manufacturer of medium voltage switchgear, metal-clad switchgear, power control buildings and relay control panels primarily for the electrical utilities industry.
IE Power, Inc.	August 31, 2011	Electrical Systems and Services	$5 for 2010
A Canadian provider of high power inverters for a variety of mission-critical applications including solar, wind and battery energy storage.
E. Begerow GmbH & Co. KG	August 15, 2011	Hydraulics	$84 for 2010
A German system provider of advanced liquid filtration solutions. This business develops and produces technologically innovative filter media and filtration systems for food and beverage, chemical, pharmaceutical and industrial applications.
ACTOM Low Voltage	June 30, 2011	Electrical Systems and Services	$65 for the year ended May 31, 2011
A South African manufacturer and supplier of motor control components, engineered electrical distribution systems and uninterruptible power supply (UPS) systems.
C.I. ESI de Colombia S.A.	June 2, 2011	Electrical Products	$8 for 2010
A Colombian distributor of industrial electrical equipment and engineering services in the Colombian market, focused on oil and gas, mining, and industrial and commercial construction.
Internormen Technology Group	May 12, 2011	Hydraulics	$55 for 2010
A Germany-based manufacturer of hydraulic filtration and instrumentation with sales and distribution subsidiaries in China, the United States, India and Brazil.
Eaton-SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.	March 8, 2011	Aerospace	Joint venture
A 49%-owned joint venture in China focusing on the design, development, manufacturing and support of fuel and hydraulic conveyance systems for the global civil aviation market.
Tuthill Coupling Group	January 1, 2011	Hydraulics	$35 for the year ended November 30, 2010
A United States based manufacturer of pneumatic and hydraulic quick coupling solutions and leak-free connectors used in industrial, construction, mining, defense, energy and power applications.

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Debt (Details) (USD $)	0 Months Ended	12 Months Ended
	Jun. 28, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 14, 2017	Jun. 16, 2016	Jun. 14, 2015	Nov. 14, 2013	Nov. 30, 2012	Nov. 20, 2012	Nov. 14, 2012	Jun. 14, 2012	May 21, 2012
Summary of long-term debt, including the current portion
Total long-term debt		$ 9,536,000,000	$ 10,079,000,000
Less current portion of long-term debt		(567,000,000)	(314,000,000)
Long-term debt less current portion		8,969,000,000	9,765,000,000
Short-term debt		13,000,000	757,000,000
Refinanced three year revolving credit facility												500,000,000
Refinanced five year revolving credit facility												500,000,000
New three year revolving credit facility												750,000,000
New three year revolving credit facility expiration							750,000,000
New five year revolving credit facility												750,000,000
New five year revolving credit facility expiration					750,000,000
Additional five-year revolving credit facility		500,000,000
Additional five year credit facility expiration						500,000,000
Previous long-term line of credit		1,500,000,000
Proceeds from issuance of debt	600,000,000	9,000,000	7,156,000,000	381,000,000
Deferred finance costs, noncurrent			40,000,000
Facility deferred finance costs		69,000,000
Bridge facility length of time													364 days
Proceeds from issuance of senior long term debt										4,853,000,000
Issuance of senior notes										4,900,000,000	4,900,000,000
Control provision purchase price percentage of principal plus accrued and unpaid interest		100.00%
Optional senior note redemption provision - first possibility		100% of principal
Optional senior note redemption provision - second possibility		sum of present value of remaining payments plus basis points ranging from 10 to 25
Senior note control provision		purchase price of 101% of principal plus accrued and unpaid interest
Senior note registration requirement								November 14, 2013
Line of credit facility, maximum borrowing capacity		2,000,000,000
Short-term Debt [Abstract]
Short-term debt		13,000,000	757,000,000
Bridge loan borrowings									1,669,000,000
Bridge facility draw amount outstanding			669,000,000
Bridge Loan													6,750,000,000
US short term commerical paper			75,000,000
Short-term debt, weighted average interest rate			0.50%
US other short-term debt			9,000,000
Non-US short-term debt			4,000,000
Non-US short-term line of credit available		2,069,000,000
Amortization of Financing Costs			68,000,000
Maturities of Long-term Debt [Abstract]
2014		567,000,000
2015		1,005,000,000
2016		250,000,000
2017		1,540,000,000
2018		582,000,000
Interest Expense [Abstract]
Interest paid on debt		294,000,000	237,000,000	174,000,000
Notes due 2013 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		0	300,000,000
Interest rate		4.90%
Notes due 2014 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		250,000,000	250,000,000
Interest rate		5.95%
Related long term debt converted to floating interest rates by interest rate swaps		100,000,000
Floating rate notes due 2014 [Member]
Summary of long-term debt, including the current portion
Floating rate notes		300,000,000	300,000,000
Related long-term debt converted to fixed interest rate by interest rate swap		300,000,000
Debenture due 2015 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		300,000,000	300,000,000
Interest rate		5.45%
Notes due 2015 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		100,000,000	100,000,000
Long term debt instrument interest rate		4.65%
Senior notes due 2015 [Member]
Summary of long-term debt, including the current portion
Senior Notes, Noncurrent		600,000,000	600,000,000
Senior long term note interest rate		0.95%
Debentures due 2016 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		240,000,000	250,000,000
Interest rate		2.375%
Notes due 2017 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		250,000,000	250,000,000
Interest rate		5.30%
Related long term debt converted to floating interest rates by interest rate swaps		150,000,000
Debenture due 2017 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		289,000,000	300,000,000
Interest rate		6.10%
Senior notes due 2017 [Member]
Summary of long-term debt, including the current portion
Senior Notes, Noncurrent		1,000,000,000	1,000,000,000
Interest rate		1.50%
Related long term debt converted to floating interest rates by interest rate swaps		450,000,000
Notes due 2018 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		450,000,000	450,000,000
Interest rate		5.60%
Related long term debt converted to floating interest rates by interest rate swaps		415,000,000
Japanese Yen notes due 2018 [Member]
Summary of long-term debt, including the current portion
Interest rate		4.215%
Notes due 2019 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		300,000,000	300,000,000
Interest rate		6.95%
Related long term debt converted to floating interest rates by interest rate swaps		300,000,000
Debentures due 2020 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		239,000,000	250,000,000
Interest rate		3.875%
Related long term debt converted to floating interest rates by interest rate swaps		150,000,000
Notes due 2021 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		300,000,000	300,000,000
Interest rate		3.47%
Related long term debt converted to floating interest rates by interest rate swaps		150,000,000
Debentures due 2022 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		100,000,000	100,000,000
Interest rate		8.10%
Senior notes due 2022 [Member]
Summary of long-term debt, including the current portion
Senior Notes, Noncurrent		1,600,000,000	1,600,000,000
Interest rate		2.75%
Related long term debt converted to floating interest rates by interest rate swaps		1,100,000,000
Notes due 2023 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		300,000,000	300,000,000
Interest rate		3.68%
Related long term debt converted to floating interest rates by interest rate swaps		150,000,000
Debentures due 2025 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		145,000,000	145,000,000
Interest rate		6.50%
Debentures due 2029 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		200,000,000	200,000,000
Interest rate		7.65%
Related long term debt converted to floating interest rates by interest rate swaps		50,000,000
Senior notes due 2032 [Member]
Summary of long-term debt, including the current portion
Senior Notes, Noncurrent		700,000,000	700,000,000
Interest rate		4.00%
Debentures due 2034 [Member]
Summary of long-term debt, including the current portion
Long term debt debentures		136,000,000	140,000,000
Interest rate		5.45%
Related long term debt converted to floating interest rates by interest rate swaps		25,000,000
Notes due 2037 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		240,000,000	240,000,000
Interest rate		5.80%
Senior notes due 2042 [Member]
Summary of long-term debt, including the current portion
Senior Notes, Noncurrent		1,000,000,000	1,000,000,000
Interest rate		4.15%
Notes due from 2012 to 2035 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		249,000,000	255,000,000
Related long term debt converted to floating interest rates by interest rate swaps		50,000,000
Minimum interest rate		5.25%
Maximum interest rate		12.50%
Other long-term debt [Member]
Summary of long-term debt, including the current portion
Other Long-term Debt, Noncurrent		153,000,000	333,000,000
Senior notes due 2015 [Member]
Summary of long-term debt, including the current portion
Senior long term note interest rate		0.95%
Senior notes due 2017 [Member]
Summary of long-term debt, including the current portion
Senior long term note interest rate		1.50%
Senior notes due 2022 [Member]
Summary of long-term debt, including the current portion
Senior long term note interest rate		2.75%
Senior notes due 2032 [Member]
Summary of long-term debt, including the current portion
Senior long term note interest rate		4.00%
Senior notes due 2042 [Member]
Summary of long-term debt, including the current portion
Senior long term note interest rate		4.15%
Notes due June 28, 2021 [Member]
Summary of long-term debt, including the current portion
Debt Instrument, Face Amount		300,000,000
Interest rate		3.47%
Notes due June 28, 2023 [Member]
Summary of long-term debt, including the current portion
Debt Instrument, Face Amount		300,000,000
Interest rate		3.68%
Non-derivative net investment hedge [Member] | Japanese Yen notes due 2018 [Member]
Summary of long-term debt, including the current portion
Notes Payable, Noncurrent		$ 95,000,000	$ 116,000,000

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Acquisitions and Sales of Businesses Actual and Pro Forma Impact (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012
Business Acquisition [Line Items]
Pro forma net sales		$ 21,792
Pro forma net income from continuing operations attributable to Eaton ordinary shareholders		1,695
Pro forma diluted earnings per share from continuing operations		$ 3.54
Cooper net sales	470
Cooper net income	$ 66

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Income Taxes Income Taxes Textuals (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Abstract]
Income tax expense	$ 11,000,000	$ 31,000,000	$ 201,000,000
Effective income tax rate expense rate	0.60%	2.50%	12.90%
Extension of tax credit for research activities	39,000,000
Undistributed earnings of United States and other foreign subsidiaries where no provision has been made	10,500,000,000.0
Deferred tax liabilities included in other current liabilities		49,000,000
Unrecognized tax benefits that would impact effective tax rate	371,000,000
Income tax examination, penalties and interest accrued	114,000,000	99,000,000
Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound	35,000,000
Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	43,000,000
IRS Statutory Notice of Deficiency proposed assessment of additional taxes	75,000,000
Penalties associated with IRS Statutory Notice of Deficiency proposed assessment	$ 52,000,000
Brazilian first administrative appeal level reduction of assessed penatlites	50.00%
Recoverability of Deferred Income Tax Assets [Abstract]
Number of years of cumulative pretax income in a particular jurisdiction to determine deferred tax assets will not be recognized	three
Number of years of cumulative pretax losses in particular jurisdiction to determine if deferred tax assets can be recognized	three
Number of years estimated to resolve Brazilian tax assessment	10

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Business Segment and Geographic Region Information Business Segment and Geographic Region Information (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 22,046	$ 16,311	$ 16,049
Net property, plant and equipment	3,833	3,786	2,602
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	11,092	7,789	7,165
Net property, plant and equipment	1,966	1,914	1,227
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,154	918	815
Net property, plant and equipment	28	33	27
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	2,113	1,588	1,952
Net property, plant and equipment	331	346	247
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	5,112	3,997	4,092
Net property, plant and equipment	856	845	649
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	2,575	2,019	2,025
Net property, plant and equipment	$ 652	$ 648	$ 452

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Business Segment and Geographic Region Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Business Segment Information - Net sales, Segment operating profit (loss), and Corporate

	2013			2012			2011
Net sales
Electrical Products	$	7,026		$	3,846		$	3,619
Electrical Systems and Services	6,430			3,872			3,557
Hydraulics	2,981			2,960			2,835
Aerospace	1,774			1,719			1,648
Vehicle	3,835			3,914			4,390
Total net sales	$	22,046		$	16,311		$	16,049
Segment operating profit
Electrical Products	$	1,090		$	640		$	531
Electrical Systems and Services	889			424			352
Hydraulics	355			369			438
Aerospace	252			213			244
Vehicle	592			570			695
Total segment operating profit	3,178			2,216			2,260
Corporate
Amortization of intangible assets	(437		)	(195		)	(190		)
Interest expense - net	(271		)	(208		)	(118		)
Pension and other postretirement benefits expense	(183		)	(162		)	(142		)
Inventory step-up adjustment	(34		)	(42		)	(5		)
Other corporate expense - net	(369		)	(358		)	(252		)
Income before income taxes	1,884			1,251			1,553
Income tax expense	11			31			201
Net income	1,873			1,220			1,352
Less net income for noncontrolling interests	(12		)	(3		)	(2		)
Net income attributable to Eaton ordinary shareholders	$	1,861		$	1,217		$	1,350

Business Segment Information - Acquisition integration charges

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

	2013		2012		2011
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total	$	117	$	33	$	14

Business Segment Information - Identifiable assets, Capital expenditures for property, plant, and equipment, and Depreciation of property, plant, and equipment

	2013		2012		2011
Identifiable assets
Electrical Products	$	3,204	$	3,338	$	1,653
Electrical Systems and Services	2,683		2,408		1,242
Hydraulics	1,362		1,426		1,265
Aerospace	852		806		754
Vehicle	1,716		1,698		1,783
Total identifiable assets	9,817		9,676		6,697
Goodwill	14,495		14,443		5,537
Other intangible assets	7,186		7,580		2,192
Corporate	3,993		4,111		3,447
Total assets	$	35,491	$	35,810	$	17,873
Capital expenditures for property, plant and equipment
Electrical Products	$	152	$	108	$	76
Electrical Systems and Services	113		47		41
Hydraulics	80		60		70
Aerospace	29		27		21
Vehicle	161		148		172
Total	535		390		380
Corporate	79		203		188
Total expenditures for property, plant and equipment	$	614	$	593	$	568
Depreciation of property, plant and equipment
Electrical Products	$	151	$	78	$	74
Electrical Systems and Services	86		42		37
Hydraulics	65		61		54
Aerospace	27		26		26
Vehicle	133		136		147
Total	462		343		338
Corporate	54		38		29
Total depreciation of property, plant and equipment	$	516	$	381	$	367

Geographic Region Information - Net sales and long-lived assets

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

	2013		2012		2011
Net sales
United States	$	11,092	$	7,789	$	7,165
Canada	1,154		918		815
Latin America	2,113		1,588		1,952
Europe	5,112		3,997		4,092
Asia Pacific	2,575		2,019		2,025
Total	$	22,046	$	16,311	$	16,049
Long-lived assets
United States	$	1,966	$	1,914	$	1,227
Canada	28		33		27
Latin America	331		346		247
Europe	856		845		649
Asia Pacific	652		648		452
Total	$	3,833	$	3,786	$	2,602

XML

Retirement Benefits Plans - Change in Benefit Obligations (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Change in benefit obligations
Actuarial loss	$ (229)	[1]
United States pension liabilities [Member]
Change in benefit obligations
Balance at January 1	3,817		2,899
Service cost	128		115
Interest cost	147		134
Actuarial loss	(223)		264
Gross benefits paid	(246)		(132)
Currency translation	0		0
Acquistions	0		536
Other	2		1
Balance at December 31	3,625		3,817
Accumulated benefit obligation	3,458		3,639
Non-United States pension liabilities [Member]
Change in benefit obligations
Balance at January 1	2,017		1,505
Service cost	62		50
Interest cost	80		77
Actuarial loss	21		196
Gross benefits paid	(90)		(78)
Currency translation	36		54
Acquistions	0		212
Other	1		1
Balance at December 31	2,127		2,017
Accumulated benefit obligation	2,003		1,885
Other postretirement liabilities [Member]
Change in benefit obligations
Balance at January 1	950		853
Service cost	20		17
Interest cost	35		38
Actuarial loss	(54)		34
Gross benefits paid	(103)		(94)
Currency translation	(2)		0
Acquistions	0		74
Other	21		28
Balance at December 31	$ 867		$ 950

[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.

XML

Income Taxes Income Tax Expense (Benefit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current Income Tax Expense (Benefit) [Abstract]
Total current income tax expense	$ 357	$ 136	$ 273
Deferred Income Tax Expense (Benefit) [Abstract]
Total deferred income tax benefit	(346)	(105)	(72)
Income tax expense	11	31	201
Ireland
Current Income Tax Expense (Benefit) [Abstract]
Ireland	17	0	0
United States - Federal
Current Income Tax Expense (Benefit) [Abstract]
United States - Federal	89	1	85
Deferred Income Tax Expense (Benefit) [Abstract]
United States - Federal	(295)	39	(2)
United States - State and local
Current Income Tax Expense (Benefit) [Abstract]
United States - State and local	7	5	2
Deferred Income Tax Expense (Benefit) [Abstract]
United States - State and local	(23)	2	8
Foreign - other
Current Income Tax Expense (Benefit) [Abstract]
Foreign - other	244	130	186
Deferred Income Tax Expense (Benefit) [Abstract]
Foreign - other	$ (28)	$ (146)	$ (78)

XML

Retirement Benefits Plans - Estimated Pension and Other Postretirement Benefit Payments (Details 10) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Estimated United States pension payments [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
2014	$ 314
2015	256
2016	273
2017	277
2018	283
2019 - 2023	1,499
Estimated non-United States pension payments [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
2014	91
2015	92
2016	94
2017	99
2018	101
2019 - 2023	545
Gross [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
2014	93
2015	86
2016	82
2017	78
2018	74
2019 - 2023	316
Medicare Prescription Drug Subsidy [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Medicare prescription drug subsidy 2014	(6)
Medicare prescription drug subsidy 2015	(6)
Medicare prescription drug subsidy 2016	(6)
Medicare prescription drug subsidy 2017	(5)
Medicare prescription drug subsidy 2018	(4)
Medicare prescription drug subsidy 2019 - 2023	$ (13)

XML

Goodwill and Other Intangible Assets Schedule of Other Intangible Assets by Major Class (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Summary of other intangible assets
Intangible assets not subject to amortization (primarily trademarks)	$ 1,868	$ 1,865
Intangible assets subject to amortization
Historical cost	6,602	6,624
Accumulated amortization	1,284	909
Customer Relationships [Member]
Intangible assets subject to amortization
Historical cost	3,859	3,838
Accumulated amortization	669	428
Patents and Technology [Member]
Intangible assets subject to amortization
Historical cost	1,588	1,626
Accumulated amortization	389	325
Finite Lived Intangible Assets, Other [Member]
Intangible assets subject to amortization
Historical cost	1,155	1,160
Accumulated amortization	$ 226	$ 156

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information and Basis of Presentation

Eaton Corporation plc (Eaton or the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2013 net sales of $22.0 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; 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 102,000 employees in over 60 countries, and sells products to customers in more than 175 countries.

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

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other controlled entities. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7.

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

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

Revenue Recognition

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

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

Long-Lived Assets

Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. Cost of buildings are depreciated generally over 40 years and machinery and equipment over 3 to 10 years. At December 31, 2013, the weighted-average amortization period for intangible assets subject to amortization was 17 years for patents and technology, primarily as a result of the long life of aircraft platforms, and 16 years for customer relationships. Software is amortized up to a maximum life of 10 years.

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

Goodwill and Indefinite Life Intangible Assets

Goodwill and indefinite life intangible assets are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments, and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.

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

A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Additionally, goodwill and indefinite life intangible assets are evaluated for impairment whenever events or circumstances indicate there may be a possible permanent loss of value.

Indefinite life intangible assets primarily consist of trademarks. The fair value of these assets are determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows, and profitability. For 2013 and 2012, the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 4.

Derivative Financial Instruments and Hedging Activities

Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency, and interest rates on certain debt. These instruments are marked to fair value in the accompanying Consolidated Balance Sheets. Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge. For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income. See Note 12 for additional information about hedges and derivative financial instruments.

Warranty Accruals

Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. See Note 7 for additional information about warranty accruals.

Asset Retirement Obligations

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

Income Taxes

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts these accruals based on changing facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. Penalties on unrecognized income tax benefits have been accrued for jurisdictions where penalties are automatically applied to any deficiency, regardless of the merit of the position. For additional information about income taxes, see Note 8.

Equity-Based Compensation

Eaton recognizes equity-based compensation expense based on the grant date fair value of the award over the period during which an employee is required to provide service in exchange for the award. Restricted stock units (RSUs) and restricted stock awards (RSAs) are issued at fair market value at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. Stock options are granted with an exercise price equal to the closing market price of Eaton ordinary shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. See Note 10 for additional information about equity-based compensation.

XML

Retirement Benefits Plans - Fair Value of Pension Plan Assets (Details 11) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	$ 4,372	$ 3,855
United States pension plans percentage of worldwide pension assets	67.00%
United Kingdom pension plans percentage of worldwide pension assets	26.00%
United States pension plans' target allocation of United States equities	36.00%
United States pension plans' target allocation of non-United States equities	32.00%
United States pension plans' target allocation of real estate	7.00%
United States pension plans' target allocation of debt securities and other, including cash equivalents	25.00%
United Kingdom pension plans' target allocation of equities	57.00%
Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	471	416
Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	3,801	3,398
Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	100	41
Non-United States Equity and Global Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	1,453	1,313
Non-United States Equity and Global Equities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Non-United States Equity and Global Equities [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	1,453	1,313
Non-United States Equity and Global Equities [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
United States Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	1,153	978
United States Equity [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
United States Equity [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	1,153	978
United States Equity [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	609	538
Fixed Income [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Fixed Income [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	609	538
Fixed Income [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Long Duration Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	63	61
Long Duration Funds [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Long Duration Funds [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	63	61
Long Duration Funds [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Exchange Traded Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	64	43
Exchange Traded Funds [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Exchange Traded Funds [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	64	43
Exchange Traded Funds [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Fixed Income Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	274	331
Fixed Income Securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Fixed Income Securities [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	274	331
Fixed Income Securities [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
United States treasuries [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	63	143
United States treasuries [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	63	143
United States treasuries [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
United States treasuries [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Real Estate Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	220	124
Real Estate Securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	214	119
Real Estate Securities [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Real Estate Securities [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	6	5
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	141	104
Equity Securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	141	104
Equity Securities [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Equity Securities [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	187	140
Cash Equivalents [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	6	7
Cash Equivalents [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	181	133
Cash Equivalents [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Exchange Traded Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	47	40
Exchange Traded Funds [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	47	40
Exchange Traded Funds [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Exchange Traded Funds [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	0
Other Pension Plan Assets [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	98	40
Other Pension Plan Assets [Member] | Quoted prices in active markets for identical assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	0	3
Other Pension Plan Assets [Member] | Other observable inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	4	1
Other Pension Plan Assets [Member] | Unobservable inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total pension plan assets	$ 94	$ 36

XML

Acquisitions and Sales of Businesses Assets and liabilities acquired (Details) (USD $) In Millions, unless otherwise specified	Nov. 30, 2012
Business Acquisition [Line Items]
Purchase price of Cooper	$ 13,192
Cooper Industries plc [Member]
Business Acquisition [Line Items]
Working capital accounts acquired	2,286	[1]
Prepaid expenses and other current assets	273
Property, plant and equipment	845
Investment in Apex Tool Group, LLC	800
Intangible assets	5,369
Other assets	65
Debt	(1,221)
Accounts payable	(516)
Other current liabilities	(879)
Other noncurrent liabilities	(2,362)
Total identifiable net assets	4,660
Goodwill related to Cooper acquisition	8,532
Purchase price of Cooper	13,192
Acquired receivables	955
Contingent liabilities acquired	419
Scenario, Previously Reported [Member] | Cooper Industries plc [Member]
Business Acquisition [Line Items]
Working capital accounts acquired	2,304	[1]
Prepaid expenses and other current assets	204
Property, plant and equipment	885
Investment in Apex Tool Group, LLC	807
Intangible assets	5,250
Other assets	35
Debt	(1,221)
Accounts payable	(519)
Other current liabilities	(673)
Other noncurrent liabilities	(2,185)
Total identifiable net assets	4,887
Goodwill related to Cooper acquisition	8,305
Purchase price of Cooper	13,192
Scenario, Adjustment [Member] | Cooper Industries plc [Member]
Business Acquisition [Line Items]
Working capital accounts acquired	(18)	[1]
Prepaid expenses and other current assets	69
Property, plant and equipment	(40)
Investment in Apex Tool Group, LLC	(7)
Intangible assets	119
Other assets	30
Debt	0
Accounts payable	3
Other current liabilities	(206)
Other noncurrent liabilities	(177)
Total identifiable net assets	(227)
Goodwill related to Cooper acquisition	227
Purchase price of Cooper	$ 0

[1] Working capital accounts include Cash, Short-term investments, Accounts receivable and Inventory.

XML

Retirement Benefits Plans (Tables)

12 Months Ended

Dec. 31, 2013

Retirement Benefit Plans (Tables) [Abstract]

Obligations and funded status

Obligations and Funded Status

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Funded status
Fair value of plan assets	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146
Benefit obligations	(3,625		)	(3,817		)	(2,127		)	(2,017		)	(867		)	(950		)
Funded status	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in the Consolidated    Balance Sheets
Non-current assets	$	44		$	—		$	86		$	72		$	—		$	—
Current liabilities	(15		)	(15		)	(30		)	(33		)	(61		)	(62		)
Non-current liabilities	(714		)	(1,195		)	(751		)	(808		)	(668		)	(742		)
Total	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in Accumulated other    comprehensive loss (pretax)
Net actuarial loss	$	1,051		$	1,618		$	515		$	550		$	190		$	269
Prior service cost (credit)	3			1			13			9			(6		)	(7		)
Other	—			2			—			—			—			—
Total	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Change in benefit obligations

Change in Benefit Obligations

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	3,817		$	2,899		$	2,017		$	1,505		$	950		$	853
Service cost	128			115			62			50			20			17
Interest cost	147			134			80			77			35			38
Actuarial (gain) loss	(223		)	264			21			196			(54		)	34
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			36			54			(2		)	—
Acquisitions	—			536			—			212			—			74
Other	2			1			1			1			21			28
Balance at December 31	$	3,625		$	3,817		$	2,127		$	2,017		$	867		$	950
Accumulated benefit obligation	$	3,458		$	3,639		$	2,003		$	1,885

Change in plan assets

Change in Plan Assets

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	2,607		$	1,664		$	1,248		$	989		$	146		$	156
Actual return on plan assets	383			293			118			86			15			13
Employer contributions	196			311			145			102			59			43
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			15			39			—			—
Acquisitions	—			471			—			128			—			—
Other	—			—			(4		)	(18		)	21			28
Balance at December 31	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146

Components of pension plans with accumulated benefit obligations in excess of plan assets

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

	United States pension liabilities				Non-United States pension liabilities
	2013		2012		2013		2012
Projected benefit obligation	$	3,166	$	3,817	$	1,411	$	1,412
Accumulated benefit obligation	2,999		3,639		1,349		1,307
Fair value of plan assets	2,437		2,607		635		657

Changes in pension and other postretirement benefits liabilities recognized in Accumulated other comprehensive loss

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

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	1,621		$	1,602		$	559		$	358		$	262		$	248
Prior service cost arising during the year	2			1			4			—			—			—
Net (gain) loss arising during the year	(381		)	154			(12		)	205			(63		)	27
Currency translation	—			—			6			15			(1		)	—
Less amounts included in expense during the year	(186		)	(138		)	(29		)	(19		)	(14		)	(13		)
Other	(2		)	2			—			—			—			—
Net change for the year	(567		)	19			(31		)	201			(78		)	14
Balance at December 31	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Benefits expense

Benefits Expense

	United States pension benefit expense									Non-United States pension benefit expense									Other postretirement benefits expense
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Service cost	$	128		$	115		$	93		$	62		$	50		$	48		$	20		$	17		$	15
Interest cost	147			134			132			80			77			78			35			38			41
Expected return on plan assets	(226		)	(183		)	(164		)	(85		)	(77		)	(70		)	(6		)	(6		)	—
Amortization	133			118			75			27			15			13			14			13			12
	182			184			136			84			65			69			63			62			68
Curtailment loss	—			—			—			1			1			1			—			—			—
Settlement loss	53			20			17			1			3			4			—			—			—
Total expense	$	235		$	204		$	153		$	86		$	69		$	74		$	63		$	62		$	68

Estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost

The estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost in 2014 follow:

	United States pension liabilities		Non-United States pension liabilities		Other postretirement liabilities
Actuarial loss	$	155	$	26	$	9
Prior service cost (credit)	—		1		(2		)
Total	$	155	$	27	$	7

Assumptions used to determine other postretirement obligations and expense

Pension Plans

	United States pension plans						Non-United States pension plans
	2013		2012		2011		2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.67	%	3.97	%	4.70	%	4.20	%	4.17	%	5.12	%
Rate of compensation increase	3.16	%	3.16	%	3.15	%	3.12	%	3.09	%	3.62	%
Assumptions used to determine expense
Discount rate	3.97	%	4.70	%	5.50	%	4.17	%	5.12	%	5.40	%
Expected long-term return on plan assets	8.45	%	8.50	%	8.50	%	6.92	%	7.10	%	7.17	%
Rate of compensation increase	3.16	%	3.15	%	3.61	%	3.09	%	3.62	%	3.63	%

Assumptions used to determine other postretirement benefits obligations and expense

Assumptions used to determine other postretirement benefits obligations and expense follow:

	Other postretirement benefits plans
	2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.48	%	3.79	%	4.60	%
Health care cost trend rate assumed for next year	6.64	%	6.96	%	7.60	%
Ultimate health care cost trend rate	4.77	%	4.53	%	4.50	%
Year ultimate health care cost trend rate is achieved	2023		2022		2020
Assumptions used to determine expense
Discount rate	3.79	%	4.60	%	5.20	%
Initial health care cost trend rate	6.96	%	7.60	%	8.10	%
Ultimate health care cost trend rate	4.53	%	4.50	%	4.50	%
Year ultimate health care cost trend rate is achieved	2022		2020		2020

1-percentage change in the assumed health care cost trend rates

A 1-percentage point change in the assumed health care cost trend rates would have the following effects:

	1% increase		1% decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement liabilities	21		(19		)

Employer contributions to pension plans

Contributions to pension plans that Eaton expects to make in 2014, and made in 2013, 2012 and 2011, follow:

	2014		2013		2012		2011
United States plans	$	254	$	196	$	311	$	264
Non-United States plans	108		145		102		108
Total contributions	$	362	$	341	$	413	$	372

Expected pension and other postretirement benefit payments and expected subsidy

For other postretirement benefits liabilities, the expected subsidy receipts relate to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, which would reduce the gross payments listed below.

	Estimated United States pension payments		Estimated non-United States pension payments		Estimated other postretirement benefit payments
					Gross		Medicare prescription drug subsidy
2014	$	314	$	91	$	93	$	(6	)
2015	256		92		86		(6		)
2016	273		94		82		(6		)
2017	277		99		78		(5		)
2018	283		101		74		(4		)
2019 - 2023	1,499		545		316		(13		)

Fair value of pension plan assets

A summary of the fair value of pension plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Non-United States equity and global equities	$	1,453	$	—	$	1,453	$	—
United States equity	1,153		—		1,153		—
Fixed income	609		—		609		—
Long duration funds	63		—		63		—
Exchange traded funds	64		—		64		—
Fixed income securities	274		—		274		—
United States treasuries	63		63		—		—
Real estate securities	220		214		—		6
Equity securities	141		141		—		—
Cash equivalents	187		6		181		—
Exchange traded funds	47		47		—		—
Other	98		—		4		94
Total pension plan assets	$	4,372	$	471	$	3,801	$	100

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2012
Common collective trusts
Non-United States equity and global equities	$	1,313	$	—	$	1,313	$	—
United States equity	978		—		978		—
Fixed income	538		—		538		—
Long duration funds	61		—		61		—
Exchange traded funds	43		—		43		—
Fixed income securities	331		—		331		—
United States treasuries	143		143		—		—
Real estate securities	124		119		—		5
Equity securities	104		104		—		—
Cash equivalents	140		7		133		—
Exchange traded funds	40		40		—		—
Other	40		3		1		36
Total pension plan assets	$	3,855	$	416	$	3,398	$	41

Fair value of other postretirement benefits plan assets

A summary of the fair value of other postretirement benefits plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Global equities	$	70	$	—	$	70	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	1		1		—		—
Total other postretirement benefits plan assets	$	138	$	39	$	99	$	—

2012
Common collective trusts
Global equities	$	75	$	—	$	75	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	4		4		—		—
Total other postretirement benefits plan assets	$	146	$	42	$	104	$	—

Employer contributions to defined contribution benefit plans, charged to expense

The total contributions related to these plans are charged to expense and were as follows:

2013	$	121
2012	74
2011	65

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2013

DEBT [Abstract]

Summary of long-term debt, including the current portion

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

	2013			2012
4.90% notes due 2013	$	—		$	300
5.95% notes due 2014 ($100 converted to floating rate by interest rate swap)	250			250
Floating rate notes due 2014 ($300 converted to fixed rate by interest rate swap)	300			300
5.45% debentures due 2015	300			300
4.65% notes due 2015	100			100
0.95% senior notes due 2015	600			600
2.375% debentures due 2016	240			250
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)	250			250
6.10% debentures due 2017	289			300
1.50% senior notes due 2017 ($450 converted to floating rate by interest rate swap)	1,000			1,000
5.60% notes due 2018 ($415 converted to floating rate by interest rate swap)	450			450
4.215% Japanese Yen notes due 2018	95			116
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)	300			300
3.875% debentures due 2020 ($150 converted to floating rate by interest rate swap)	239			250
3.47% notes due 2021 ($150 converted to floating rate by interest rate swap)	300			300
8.10% debentures due 2022	100			100
2.75% senior notes due 2022 ($1,100 converted to floating rate by interest rate swap)	1,600			1,600
3.68% notes due 2023 ($150 converted to floating rate by interest rate swap)	300			300
6.50% debentures due 2025	145			145
7.65% debentures due 2029 ($50 converted to floating rate by interest rate swap)	200			200
4.00% senior notes due 2032	700			700
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)	136			140
5.80% notes due 2037	240			240
4.15% senior notes due 2042	1,000			1,000
5.25% to 12.5% notes (maturities ranging from 2013 to 2035, including $50 converted to    floating rate by interest rate swap)	249			255
Other	153			333
Total long-term debt	9,536			10,079
Less current portion of long-term debt	(567		)	(314		)
Long-term debt less current portion	$	8,969		$	9,765

Mandatory maturities of long-term debt for each of the next five years

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

2014	$	567
2015	1,005
2016	250
2017	1,540
2018	582

Interest paid on debt

Interest paid on debt follows:

2013	$	294
2012	237
2011	174

XML

Condensed Consolidating Financial Statements Condensed Consolidating Statements of Cash Flows (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	$ 2,285	$ 1,664	$ 1,248
Capital expenditures for property, plant and equipment	(614)	(593)	(568)
Cash paid for acquisitions of businesses, net of cash acquired	(9)	(6,936)	(325)
(Purchases) sales of short-term investments - net	(288)	603	103
Loans to affiliates	0	0	0
Repayments of loans from affiliates	0	0	0
Proceeds from the sales of businesses	777	3	15
Other - net	(68)	(49)	(25)
Net cash (used in) provided by investing activities	(202)	(6,972)	(800)
Proceeds from borrowings	9	7,156	381
Payments on borrowings	(1,096)	(1,324)	(78)
Payments of financing costs	0	(117)	(3)
Proceeds from borrowings from affiliates	0	0	0
Payments on borrowings from affiliates	0	0	0
Other intercompany financing activities	0	0	0
Cash dividends paid	(796)	(512)	(462)
Cash dividends paid to affiliates	0	0	0
Exercise of employee stock options	121	95	71
Issuance (repurchase) of shares	0	159	(343)
Excess tax benefit from equity-based compensation	32	21	57
Other - net	(6)	2	(4)
Net cash provided by (used in) financing activities	(1,736)	5,480	(381)
Effect of currency on cash	(9)	20	(15)
Total increase (decrease) in cash	338	192	52
Cash at the beginning of the period	577	385	333
Cash at the end of the period	915	577	385
Eaton Corporation plc [Member]
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	104	(35)
Capital expenditures for property, plant and equipment	0	0
Cash paid for acquisitions of businesses, net of cash acquired	0	(6,542)
(Purchases) sales of short-term investments - net	0	0
Loans to affiliates	0	0
Repayments of loans from affiliates	0	0
Proceeds from the sales of businesses	0	0
Other - net	0	0
Net cash (used in) provided by investing activities	0	(6,542)
Proceeds from borrowings	0	0
Payments on borrowings	0	0
Payments of financing costs		0
Proceeds from borrowings from affiliates	0	5
Payments on borrowings from affiliates	0	(5)
Other intercompany financing activities	688
Cash dividends paid	(796)	0
Cash dividends paid to affiliates	0	0
Exercise of employee stock options	0	0
Issuance (repurchase) of shares		6,584
Excess tax benefit from equity-based compensation	0	0
Other - net	0	0
Net cash provided by (used in) financing activities	(108)	6,584
Effect of currency on cash	0	0
Total increase (decrease) in cash	(4)	7
Cash at the beginning of the period	7
Cash at the end of the period	3	7
Eaton Corporation [Member]
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	739	1,012	613
Capital expenditures for property, plant and equipment	(171)	(291)	(249)
Cash paid for acquisitions of businesses, net of cash acquired	0	0	(24)
(Purchases) sales of short-term investments - net	25	175	27
Loans to affiliates	(535)	(6,693)	(149)
Repayments of loans from affiliates	36	268	100
Proceeds from the sales of businesses	0	2	1
Other - net	(41)	(28)	(24)
Net cash (used in) provided by investing activities	(686)	(6,567)	(318)
Proceeds from borrowings	0	7,156	379
Payments on borrowings	(1,048)	(1,306)	(70)
Payments of financing costs		(117)	(3)
Proceeds from borrowings from affiliates	2,395	8,054	5,855
Payments on borrowings from affiliates	(2,921)	(8,175)	(5,650)
Other intercompany financing activities	1,365	273	(42)
Cash dividends paid	0	(512)	(462)
Cash dividends paid to affiliates	0	0	0
Exercise of employee stock options	121	95	71
Issuance (repurchase) of shares		0	(343)
Excess tax benefit from equity-based compensation	32	21	57
Other - net	0	0	0
Net cash provided by (used in) financing activities	(56)	5,489	(208)
Effect of currency on cash	0	0	0
Total increase (decrease) in cash	(3)	(66)	87
Cash at the beginning of the period	54	120	33
Cash at the end of the period	51	54	120
Guarantors [Member]
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	428	217	171
Capital expenditures for property, plant and equipment	(119)	(73)	(39)
Cash paid for acquisitions of businesses, net of cash acquired	0	11	(2)
(Purchases) sales of short-term investments - net	(95)	210	0
Loans to affiliates	(545)	0	0
Repayments of loans from affiliates	626	0	0
Proceeds from the sales of businesses	0	0	14
Other - net	(12)	2	(9)
Net cash (used in) provided by investing activities	(145)	150	(36)
Proceeds from borrowings	0	0	0
Payments on borrowings	(43)	(16)	0
Payments of financing costs		0	0
Proceeds from borrowings from affiliates	4,260	6,425	0
Payments on borrowings from affiliates	(2,874)	0	0
Other intercompany financing activities	(1,630)	(340)	(106)
Cash dividends paid	0	0	0
Cash dividends paid to affiliates	0	0	(32)
Exercise of employee stock options	0	0	0
Issuance (repurchase) of shares		(6,425)	0
Excess tax benefit from equity-based compensation	0	0	0
Other - net	0	0	0
Net cash provided by (used in) financing activities	(287)	(356)	(138)
Effect of currency on cash	0	0	0
Total increase (decrease) in cash	(4)	11	(3)
Cash at the beginning of the period	14	3	6
Cash at the end of the period	10	14	3
Other Subsidiaries [Member]
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	1,067	487	1,017
Capital expenditures for property, plant and equipment	(324)	(229)	(280)
Cash paid for acquisitions of businesses, net of cash acquired	(9)	(405)	(299)
(Purchases) sales of short-term investments - net	(218)	218	76
Loans to affiliates	(6,215)	(8,054)	(5,855)
Repayments of loans from affiliates	5,795	8,175	5,650
Proceeds from the sales of businesses	777	1	0
Other - net	(15)	(23)	8
Net cash (used in) provided by investing activities	(209)	(317)	(700)
Proceeds from borrowings	9	0	2
Payments on borrowings	(5)	(2)	(8)
Payments of financing costs		0	0
Proceeds from borrowings from affiliates	640	263	149
Payments on borrowings from affiliates	(662)	(263)	(100)
Other intercompany financing activities	(423)	67	148
Cash dividends paid	0	0	0
Cash dividends paid to affiliates	(53)	(17)	(521)
Exercise of employee stock options	0	0	0
Issuance (repurchase) of shares		0	0
Excess tax benefit from equity-based compensation	0	0	0
Other - net	(6)	2	(4)
Net cash provided by (used in) financing activities	(500)	50	(334)
Effect of currency on cash	(9)	20	(15)
Total increase (decrease) in cash	349	240	(32)
Cash at the beginning of the period	502	262	294
Cash at the end of the period	851	502	262
Consolidating Adjustments [Member]
Condensed Consolidating Statements of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	(53)	(17)	(553)
Capital expenditures for property, plant and equipment	0	0	0
Cash paid for acquisitions of businesses, net of cash acquired	0	0	0
(Purchases) sales of short-term investments - net	0	0	0
Loans to affiliates	7,295	14,747	6,004
Repayments of loans from affiliates	(6,457)	(8,443)	(5,750)
Proceeds from the sales of businesses	0	0	0
Other - net	0	0	0
Net cash (used in) provided by investing activities	838	6,304	254
Proceeds from borrowings	0	0	0
Payments on borrowings	0	0	0
Payments of financing costs		0	0
Proceeds from borrowings from affiliates	(7,295)	(14,747)	(6,004)
Payments on borrowings from affiliates	6,457	8,443	5,750
Other intercompany financing activities	0	0	0
Cash dividends paid	0	0	0
Cash dividends paid to affiliates	53	17	553
Exercise of employee stock options	0	0	0
Issuance (repurchase) of shares		0	0
Excess tax benefit from equity-based compensation	0	0	0
Other - net	0	0	0
Net cash provided by (used in) financing activities	(785)	(6,287)	299
Effect of currency on cash	0	0	0
Total increase (decrease) in cash	0	0	0
Cash at the beginning of the period	0	0	0
Cash at the end of the period	$ 0	$ 0	$ 0

XML

Retirement Benefits Plans - Benefits Expense (Details 5) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
United States pension benefit expense
Defined Benefit Plans and Other Postretirement Benefit Plans
Service cost	$ 128	$ 115	$ 93
Interest cost	147	134	132
Expected return on plan assets	(226)	(183)	(164)
Amortization	133	118	75
Benefit plans	182	184	136
Curtailment loss	0	0	0
Settlement loss	53	20	17
Total expense	235	204	153
Non-United States pension benefit expense [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Service cost	62	50	48
Interest cost	80	77	78
Expected return on plan assets	(85)	(77)	(70)
Amortization	27	15	13
Benefit plans	84	65	69
Curtailment loss	1	1	1
Settlement loss	1	3	4
Total expense	86	69	74
Other postretirement benefits expense [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Service cost	20	17	15
Interest cost	35	38	41
Expected return on plan assets	(6)	(6)	0
Amortization	14	13	12
Benefit plans	63	62	68
Curtailment loss	0	0	0
Settlement loss	0	0	0
Total expense	$ 63	$ 62	$ 68

XML

Acquisition Integration Charges and Transaction Costs (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Acquisition Integration Charges [Line Items]
Business segment acquisition integration pretax charges	$ 117	$ 33	$ 14
Acquisition Integration Charges
Total acquisition integration charges	154	44	14
Transaction costs [Abstract]
Corporate	8	106	0
Financing fees	1	72	0
Total business acquisition transaction cost	9	178	0
Total acquisition integration charges and transaction costs before income taxes	163	222	14
Total integration charges and transaction costs after income taxes	110	167	10
Acquisition integration charges per common share - diluted	$ 0.23	$ 0.48	$ 0.03
Electrical Products [Member]
Acquisition Integration Charges [Line Items]
Business segment acquisition integration pretax charges	44	4	1
Electrical Systems and Services [Member]
Acquisition Integration Charges [Line Items]
Business segment acquisition integration pretax charges	37	13	9
Hydraulics [Member]
Acquisition Integration Charges [Line Items]
Business segment acquisition integration pretax charges	36	16	4
All Segments [Member]
Acquisition Integration Charges [Line Items]
Business segment acquisition integration pretax charges	117	33	14
Corporate [Member]
Acquisition Integration Charges [Line Items]
Corporate acquisition integration charges	$ 37	$ 11	$ 0

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Commitments and Contingencies Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies [Abstract]

Current and long-term warranty accruals

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

	2013			2012			2011
Balance at January 1	$	185		$	158		$	153
Provision	107			85			98
Settled	(99		)	(84		)	(94		)
Other	(4		)	26			1
Balance at December 31	$	189		$	185		$	158

Future minimum rental commitments for noncancelable operating leases

A summary of minimum rental commitments at December 31, 2013 under noncancelable operating leases, which expire at various dates and in most cases contain renewal options, for each of the next five years and thereafter in the aggregate, follow:

2014	$	185
2015	144
2016	100
2017	72
2018	57
Thereafter	92
Total noncancelable lease commitments	$	650

Rental expense

A summary of rental expense follows:

2013	$	241
2012	199
2011	194

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Income Taxes Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income before income taxes

	Income before income taxes
	2013		2012		2011
Ireland	$	184	$	—	$	—
Foreign	1,700		1,251		1,553
Total income before income taxes	$	1,884	$	1,251	$	1,553

Income tax expense (benefit)

	Income tax expense (benefit)
	2013			2012			2011
Current
Ireland	$	17		$	—		$	—
United States
Federal	89			1			85
State and local	7			5			2
Foreign - other	244			130			186
Total current income tax expense	357			136			273
Deferred
Ireland	—			—			—
United States
Federal	(295		)	39			(2		)
State and local	(23		)	2			8
Foreign - other	(28		)	(146		)	(78		)
Total deferred income tax benefit	(346		)	(105		)	(72		)
Total income tax expense	$	11		$	31		$	201

Reconciliations of income taxes from the appropriate statutory rate

Reconciliations of income taxes from the Ireland national statutory rate of 25% in 2013, and the United States federal statutory rate of 35% in 2012 and 2011, to the consolidated effective income tax rate follow:

	2013		2012		2011
Income taxes at the applicable statutory rate	25.0	%	35.0	%	35.0	%
Ireland tax on trading income	(1.4	)%	—	%	—	%
United States operations
United States income (loss)	(2.8	)%	—	%	—	%
State and local income taxes	(0.5	)%	0.6	%	0.2	%
Deductible dividends	—	%	(0.7	)%	(0.5	)%
Deductible interest	(0.3	)%	(0.8	)%	(0.5	)%
Credit for research activities	(2.0	)%	—	%	(1.0	)%
Impact of U.S. Health Care Reform and Education Reconciliation Act    and pre-funding on taxation associated with Medicare Part D	—	%	—	%	(0.9	)%
Other - net	2.1	%	2.7	%	0.5	%
Other foreign operations
United States foreign tax credit	(1.8	)%	(12.4	)%	(2.3	)%
Other foreign operations (earnings taxed at other than    the applicable statutory tax rate)	(17.6	)%	(14.9	)%	(15.5	)%
Other foreign operations - other items	0.2	%	—	%	—	%
Worldwide operations
Adjustments to tax liabilities	(1.1	)%	(5.7	)%	(0.8	)%
Adjustments to valuation allowances	0.8	%	(1.3	)%	(1.3	)%
Effective income tax expense rate	0.6	%	2.5	%	12.9	%

Worldwide income tax payments

Worldwide income tax payments follow:

2013	$	272
2012	254
2011	191

Components of current and long-term deferred income taxes

Components of current and long-term deferred income taxes follow:

	2013						2012
	Current assets and liabilities			Long-term assets and liabilities			Current assets and liabilities			Long-term assets and liabilities
Accruals and other adjustments
Employee benefits	$	116		$	657		$	92		$	857
Depreciation and amortization	(2		)	(2,294		)	(3		)	(2,793		)
Other accruals and adjustments	497			368			495			297
Other items	—			—			—			145
United States federal income tax loss carryforwards	—			—			—			6
United States federal income tax credit carryforwards	—			161			—			156
United States state and local tax loss carryforwards and    tax credit carryforwards	—			73			—			71
Other foreign tax loss carryforwards	—			1,708			—			1,591
Other foreign income tax credit carryforwards	—			63			—			67
Valuation allowance for income tax loss and income tax    credit carryforwards	—			(1,738		)	(61		)	(1,521		)
Other valuation allowances	(34		)	(71		)	(7		)	(71		)
Total deferred income taxes	$	577		$	(1,073	)	$	516		$	(1,195	)

United States federal income tax loss carryforwards and income tax credit carryforwards and expiration dates

These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States federal income tax loss carryforwards	$	1	$	—	$	—	$	—	$	—	$	—
United States federal income tax credit carryforwards	3		70		—		69		19		(51		)

United States state and local tax loss carryforwards and tax credit carryforwards and expiration dates

These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States state and local assets for income tax    loss carryforwards - net of federal tax effect	$	4	$	15	$	13	$	5	$	—	$	(15	)
United States state and local income tax credit    carryforwards - net of federal tax effect	11		9		7		3		6		(16		)

Other foreign subsidiaries tax loss carryforwards and income tax credit carryforwards and expiration dates

These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
Other foreign income tax loss carryforwards	$	136	$	130	$	48	$	18	$	7,654	$	—
Other foreign deferred income tax assets for income    tax loss carryforwards	35		32		14		5		1,622		(1,646		)
Other foreign income tax credit carryforwards	39		13		2		—		9		(10		)

Summary of gross unrecognized income tax benefits

A summary of gross unrecognized income tax benefits follows:

	2013			2012			2011
Balance at January 1	$	444		$	236		$	224
Increases and decreases as a result of positions taken during prior years
Transfers from valuation allowances	13			—			—
Other increases	7			1			3
Other decreases, including currency translation	(7		)	—			(14		)
Balances related to acquired businesses	2			177			2
Increases as a result of positions taken during the current year	35			36			31
Decreases relating to settlements with tax authorities	(6		)	—			(2		)
Decreases as a result of a lapse of the applicable statute of limitations	(9		)	(6		)	(8		)
Balance at December 31	$	479		$	444		$	236

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net income	$ 1,873	$ 1,220	$ 1,352
Less net income for noncontrolling interests	(12)	(3)	(2)
Net income attributable to Eaton ordinary shareholders	1,861	1,217	1,350
Other comprehensive income (loss), net of tax
Currency translation and related hedging instruments	(28)	135	(241)
Pensions and other postretirement benefits	429	(152)	(353)
Cash flow hedges	3	17	(22)
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	404	0	(616)
Total comprehensive income attributable to Eaton ordinary shareholders	$ 2,265	$ 1,217	$ 734

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Eaton Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Comprehensive Income (Loss)

The following table summarizes the pre-tax and after-tax amounts recognized in Comprehensive income (loss):

	2013						2012						2011
	Pre-tax			After-tax			Pre-tax			After-tax			Pre-tax			After-tax
Currency translation and related hedging instruments	$	(30	)	$	(28	)	$	144		$	135		$	(252	)	$	(241	)
Pensions and other postretirement benefits
Prior service cost arising during the year	(6		)	(4		)	(1		)	(1		)	(5		)	(4		)
Net gain (loss) arising during the year	456			277			(386		)	(262		)	(648		)	(417		)
Currency translation	(5		)	(4		)	(15		)	(12		)	5			4
Other	2			16			(2		)	15			—			(15		)
Amortization of actuarial loss and prior service cost    reclassified to earnings	229			144			170			108			122			79
	676			429			(234		)	(152		)	(526		)	(353		)
Cash flow hedges
Gain (loss) on derivatives designated as cash flow hedges	6			3			10			10			(28		)	(21		)
Changes in cash flow hedges reclassified to earnings	—			—			7			7			—			(1		)
Cash flow hedges, net of reclassification adjustments	6			3			17			17			(28		)	(22		)
Other comprehensive income (loss) attributable to Eaton    ordinary shareholders	$	652		$	404		$	(73	)	$	—		$	(806	)	$	(616	)

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

The changes in Accumulated other comprehensive (loss) income follow:

	Currency translation and related hedging instruments			Pensions and other postretirement benefits			Cash flow hedges		Total
Balance at December 31, 2012	$	(367	)	$	(1,599	)	$	2	$	(1,964	)
Other comprehensive (loss) income     before reclassifications	(28		)	285			3		260
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			144			—		144
Net current-period other comprehensive    (loss) income	(28		)	429			3		404
Balance at December 31, 2013	$	(395	)	$	(1,170	)	$	5	$	(1,560	)

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

The reclassifications out of Accumulated other comprehensive (loss) income follow:

	December 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(229	)	1
	(229		)
Tax benefit	85
Total, net of tax	(144		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	(1		)	Interest expense - net
Currency exchange contracts	2			Cost of products sold
Commodity contracts	(1		)	Cost of products sold
	—
Tax expense	—
Total, net of tax	—
Total reclassifications for the period	$	(144	)

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

(Shares in millions)	2013		2012		2011
Net income attributable to Eaton ordinary shareholders	$	1,861	$	1,217	$	1,350
Weighted-average number of ordinary shares outstanding - diluted	476.7		350.9		342.8
Less dilutive effect of equity-based compensation	3.2		3.1		4.5
Weighted-average number of ordinary shares outstanding - basic	473.5		347.8		338.3
Net income per ordinary share
Diluted	$	3.90	$	3.46	$	3.93
Basic	3.93		3.54		3.98

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Equity-Based Compensation Stock Options Fair Value Assumptions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options Fair Value Assumptions [Line Items]
Expected volatility	36.00%	35.00%	33.00%
Expected option life in years	5 years 6 months	5 years 6 months	5 years 6 months
Expected dividend yield	2.00%	2.00%	2.00%
Risk-free interest rate minimum	0.80%	0.90%	1.40%
Risk-free interest rate maximum	1.50%	1.00%	2.20%
Weighted-average fair value of stock options granted	$ 17.49	$ 14.08	$ 14.56
Stock option vesting period	3 years
Stock option expiration date after date of grant	10 years

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Acquisitions of Businesses (Details) (USD $)					0 Months Ended	12 Months Ended											9 Months Ended	12 Months Ended
	Feb. 01, 2013	Dec. 31, 2012	Nov. 30, 2012	Dec. 31, 2011	Jan. 20, 2014 Subsequent Event - Agreed sale price, Pending sale to Safran of Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses [Domain]	Dec. 31, 2011 Cooper [Member]	Sep. 30, 2012 Rolec Comercial e Industrial S.A. [Domain] Electrical Systems and Services [Member]	Dec. 31, 2012 Jeil Hydraulics Co., Ltd. [Member] Hydraulics [Member]	Dec. 31, 2012 Polimer Kaucuk Sanayi ve Pazarlama A.S. [Domain] Hydraulics [Member]	Dec. 31, 2012 Gycom Electrical Low-Voltage Power Distribution, Control and Automation [Domain] Electrical Systems and Services [Member]	Jun. 30, 2011 E.A. Pedersen Company [Member] Electrical Systems and Services [Member]	Jun. 30, 2011 IE Power, Inc. [Member] Electrical Systems and Services [Member]	Dec. 31, 2011 E. Begerow GmbH & Co. KG [Member] Hydraulics [Member]	May 31, 2011 ACTOM Low Voltage [Member] Electrical Systems and Services [Member]	Dec. 31, 2011 C.I. ESI de Colombia S.A. [Member] Electrical Products [Member]	Dec. 31, 2011 Internormen Technology Group [Member] Hydraulics [Member]	Sep. 30, 2011 Eaton-SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd. [Member] Aerospace [Member]	Nov. 30, 2010 Tuthill Coupling Group [Member] Hydraulics [Member]
Business Acquisition [Line Items]
Revenue reported for last annual period of acquired entity						$ 5,409,000,000	$ 85,000,000	$ 189,000,000	$ 335,000,000	$ 24,000,000	$ 37,000,000	$ 5,000,000	$ 84,000,000	$ 65,000,000	$ 8,000,000	$ 55,000,000	$ 0	$ 35,000,000
Agreement to sell the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran USA Inc.					270
Business acquisition cost		13,796,000,000		325,000,000
Purchase price of Cooper			13,192,000,000
Cooper shareholders receipt of cash per ordinary share of Cooper Industries plc			39.15
Cooper shareholder % receipt of one Eaton share for one ordinary share of Cooper Industries plc			77.479%
Former Eaton Corporation shareholders ownership of Eaton after Eaton Corporation's acquisition of Cooper			73.00%
Former Cooper shareholders ownership of Eaton after Eaton Corporation's acquisition of Cooper			27.00%
Sale of Apex to Bain Capital by Cooper and Danaher	$ 1,600,000,000

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Retirement Benefits Plans - Change in Plan Assets (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in plan assets
Balance at December 31		$ 4,372	$ 3,855
United States pension liabilities [Member]
Change in plan assets
Balance at January 1	2,940	2,607	1,664
Actual return on plan assets		383	293
Employer contributions	254	196	311	264
Gross benefits paid		(246)	(132)
Foreign currency translation		0	0
Acquisition		0	471
Other		0	0
Balance at December 31		2,940	2,607	1,664
Non-United States pension liabilities [Member]
Change in plan assets
Balance at January 1	1,432	1,248	989
Actual return on plan assets		118	86
Employer contributions	108	145	102	108
Gross benefits paid		(90)	(78)
Foreign currency translation		15	39
Acquisition		0	128
Other		(4)	(18)
Balance at December 31		1,432	1,248	989
Other postretirement liabilities [Member]
Change in plan assets
Balance at January 1		146	156
Actual return on plan assets		15	13
Employer contributions		59	43
Gross benefits paid		(103)	(94)
Foreign currency translation		0	0
Acquisition		0	0
Other		21	28
Balance at December 31		$ 138	$ 146

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Income Taxes Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect, By Expiration Dates (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
2014 through 2018 [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	$ 4
United States and local income tax credit carryforward - net of federal tax effect	11
2019 through 2023 [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	15
United States and local income tax credit carryforward - net of federal tax effect	9
2024 through 2028 [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	13
United States and local income tax credit carryforward - net of federal tax effect	7
2029 through 2033 [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	5
United States and local income tax credit carryforward - net of federal tax effect	3
Not subject to expiration [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	0
United States and local income tax credit carryforward - net of federal tax effect	6
Valuation allowance [Member]
Income Tax Loss and Tax Credit Carryforwards, State and Local, Net of Federal Tax Effect [Line Items]
United States state and local assets for income tax loss carryforwards - net of federal tax effect	(15)
United States and local income tax credit carryforward - net of federal tax effect	$ (16)

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	0 Months Ended	12 Months Ended
	Feb. 26, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Net sales		$ 22,046	$ 16,311	$ 16,049
Cost of products sold		15,369	11,448	11,261
Selling and administrative expense		3,886	2,894	2,738
Research and development expense		644	439	417
Interest expense - net		271	208	118
Other (income) expense - net		(8)	71	(38)
Income before income taxes		1,884	1,251	1,553
Income tax expense		11	31	201
Net income		1,873	1,220	1,352
Less net income for noncontrolling interests		(12)	(3)	(2)
Net income attributable to Eaton ordinary shareholders		$ 1,861	$ 1,217	$ 1,350
Net income per ordinary share
Diluted		$ 3.90	$ 3.46	$ 3.93
Basic		$ 3.93	$ 3.54	$ 3.98
Weighted-average number of ordinary shares outstanding
Diluted		476.7	350.9	342.8
Basic		473.5	347.8	338.3
Cash dividends declared per ordinary share	$ 0.49	$ 1.68	$ 1.52	$ 1.36

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Acquisition Integration and Restructuring Charges Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013
Acquisition Integration Charges [Line Items]
Restructuring Charges	$ 50	$ 36
Severance costs	34
Other restructuring costs	16
Restructuring reserve, current	$ 34	$ 32

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Business Segment and Geographic Region Information Business Segment and Geographic Region Information (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Total assets	$ 35,491	$ 35,810	$ 17,873
Goodwill	14,495	14,443	5,537
Other intangible assets	7,186	7,580	2,192
Capital expenditures for property, plant and equipment	614	593	568
Depreciation of property, plant and equipment	516	381	367
Electrical Products [Member]
Segment Reporting Information [Line Items]
Total assets	3,204	3,338	1,653
Goodwill	7,189	7,117
Capital expenditures for property, plant and equipment	152	108	76
Depreciation of property, plant and equipment	151	78	74
Electrical Systems and Services [Member]
Segment Reporting Information [Line Items]
Total assets	2,683	2,408	1,242
Goodwill	4,517	4,520
Capital expenditures for property, plant and equipment	113	47	41
Depreciation of property, plant and equipment	86	42	37
Hydraulics [Member]
Segment Reporting Information [Line Items]
Total assets	1,362	1,426	1,265
Goodwill	1,385	1,404
Capital expenditures for property, plant and equipment	80	60	70
Depreciation of property, plant and equipment	65	61	54
Aerospace [Member]
Segment Reporting Information [Line Items]
Total assets	852	806	754
Goodwill	1,048	1,045
Capital expenditures for property, plant and equipment	29	27	21
Depreciation of property, plant and equipment	27	26	26
Vehicle [Member]
Segment Reporting Information [Line Items]
Total assets	1,716	1,698	1,783
Goodwill	356	357
Capital expenditures for property, plant and equipment	161	148	172
Depreciation of property, plant and equipment	133	136	147
All Segments [Member]
Segment Reporting Information [Line Items]
Total assets	9,817	9,676	6,697
Capital expenditures for property, plant and equipment	535	390	380
Depreciation of property, plant and equipment	462	343	338
Corporate [Member]
Segment Reporting Information [Line Items]
Total assets	3,993	4,111	3,447
Capital expenditures for property, plant and equipment	79	203	188
Depreciation of property, plant and equipment	$ 54	$ 38	$ 29

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Consolidated Statements of Shareholders' Equity Statement (USD $) In Millions	Total	Ordinary Shares [Member]	Capital In Excess Of Par Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Shares Held in Trust [Member]	Total Eaton Shareholders' Equity [Member]	Noncontrolling Interests [Member]
Beginning balance at Dec. 31, 2010	$ 7,403	$ 170	$ 4,093	$ 4,455	$ (1,348)	$ (8)	$ 7,362	$ 41
Ordinary shares, shares outstanding at period start at Dec. 31, 2010		339.9
Net income	1,352	0	0	1,350	0	0	1,350	2
Other comprehensive income (loss), net of tax	(616)				(616)		(616)	0
Cash dividends paid	(466)	0	0	(462)	0	0	(462)	(4)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively)	178	1	177	(2)	0	2	178	0
Business divestiture	(16)	0	0	0	0	0	0	(16)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively), shares		2.8
Repurchase of shares, shares		(8.3)
Repurchase of shares	(343)	(4)	(101)	(238)	0	0	(343)	0
Ending balance at Dec. 31, 2011	7,492	167	4,169	5,103	(1,964)	(6)	7,469	23
Ordinary shares, shares outstanding at period end at Dec. 31, 2011		334.4
Net income	1,220	0	0	1,217	0	0	1,217	3
Other comprehensive income (loss), net of tax	0				0		0	0
Cash dividends paid	(515)	0	0	(512)	0	0	(512)	(3)
Exchange of Eaton Corporation shares (par value $0.50 per share) for Eaton shares (par value $0.01 per share)	0	(166)	166	0	0	0	0	0
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively)	129	2	129	(2)	0	0	129	0
Issuance of shares under employee benefit plans, shares		3.2
Issuance of shares under employee benefit plans	168	0	166	0	0	2	168	0
Issuance of shares from acquisition of business, shares		128.1
Issuance of shares from acquisition of business	6,691	2	6,648	(1)	0	0	6,649	42
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively), shares		5.0
Registration of ordinary shares	(7)	0	(7)	0	0	0	(7)	0
Shareholders' equity attributable to noncontrolling interest at period end at Dec. 31, 2012	65
Ending balance at Dec. 31, 2012	15,178	5	11,271	5,805	(1,964)	(4)	15,113	65
Shareholders' equity attributable to parent at period end at Dec. 31, 2012	15,113
Ordinary shares, shares outstanding at period end at Dec. 31, 2012	470.7	470.7
Net income	1,873	0	0	1,861	0	0	1,861	12
Other comprehensive income (loss), net of tax	404				404		404	0
Cash dividends paid	(801)	0	0	(796)	0	0	(796)	(5)
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively)	209	0	212	(4)	0	1	209	0
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32, $23 and $72 for the years 2013, 2012 and 2011, respectively), shares		4.4
Shareholders' equity attributable to noncontrolling interest at period end at Dec. 31, 2013	72
Ending balance at Dec. 31, 2013	16,863	5	11,483	6,866	(1,560)	(3)	16,791	72
Shareholders' equity attributable to parent at period end at Dec. 31, 2013	$ 16,791
Ordinary shares, shares outstanding at period end at Dec. 31, 2013	475.1	475.1

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Accounts Receivable and Inventory (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable And Inventory (Textuals) [Abstract]
Allowance for doubtful accounts receivable	$ 79	$ 85
Percentage of inventory at FIFO accounted for using the LIFO method	45.00%	43.00%
Inventory Disclosure [Abstract]
Raw materials	955	915
Work-in-process	428	423
Finished goods	1,115	1,131
Inventory at FIFO	2,498	2,469
Excess of FIFO over LIFO cost	(116)	(133)
Total inventory	$ 2,382	$ 2,336

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Retirement Benefits Plans - Other Postretirement Benefits Plan Assumptions (Details 8) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Effect on total service and interest cost, 1% increase	$ 1
Effect on total service and interest cost, 1% decrease	(1)
Effect on other postretirement liabilities, 1% increase	21
Effect on other postretirement liabilities, 1% decrease	$ (19)
Other postretirement benefits plans [Member]
Assumptions used to determine benefit obligation at year-end
Discount rate	4.48%	3.79%	4.60%
Health care cost trend rate assumed for next year	6.64%	6.96%	7.60%
Ultimate health care cost trend rate	4.77%	4.53%	4.50%
Year ultimate health care cost trend rate is achieved	2023	2022	2020
Assumptions used to determine expense
Discount rate	3.79%	4.60%	5.20%
Initial health care cost trend rate	6.96%	7.60%	8.10%
Ultimate health care cost trend rate	4.53%	4.50%	4.50%
Year ultimate health care cost trend rate is achieved	2022	2020	2020

XML

Condensed Consolidating Financial Statements Condensed Consolidating Balance Sheets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Nov. 20, 2012	Nov. 14, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Consolidating Balance Sheets [Line Items]
Cash	$ 915	$ 577			$ 385	$ 333
Short-term investments	794	527
Accounts receivable - net	3,648	3,474
Intercompany accounts receivable	0	0
Inventory	2,382	2,336
Prepaid expenses and other current assets	992	986
Total current assets	8,731	7,900
Property, plant and equipment - net	3,833	3,786			2,602
Goodwill	14,495	14,443			5,537
Other intangible assets	7,186	7,580			2,192
Deferred income taxes	240	353
Investment in subsidiaries	0	0
Intercompany loans receivable	0	0
Other assets	1,006	1,748
Total assets	35,491	35,810			17,873
Short-term debt	13	757
Current portion of long-term debt	567	314
Accounts payable	1,960	1,879
Intercompany accounts payable	0	0
Accrued compensation	461	462
Other current liabilities	1,913	2,103
Total current liabilities	4,914	5,515
Long-term debt	8,969	9,765
Pension liabilities	1,465	2,003
Other postretirement benefits liabilities	668	742
Deferred income taxes	1,313	1,548
Intercompany loans payable	0	0
Other noncurrent liabilities	1,299	1,059
Total noncurrent liabilities	13,714	15,117
Eaton shareholders' equity	16,791	15,113
Noncontrolling interests	72	65
Total equity	16,863	15,178			7,492	7,403
Total liabilities and equity	35,491	35,810
Issuance of senior notes			4,900	4,900
Eaton and certain other of Eaton's principal 100% owned subsidiaries full and unconditional guarantee of the Senior Notes, on a joint and several basis			100.00%
Eaton Corporation plc [Member]
Condensed Consolidating Balance Sheets [Line Items]
Cash	3	7
Short-term investments	0	0
Accounts receivable - net	0	0
Intercompany accounts receivable	5	38
Inventory	0	0
Prepaid expenses and other current assets	0	0
Total current assets	8	45
Property, plant and equipment - net	0	0
Goodwill	0	0
Other intangible assets	0	0
Deferred income taxes	0	0
Investment in subsidiaries	24,940	20,662
Intercompany loans receivable	0	0
Other assets	0	0
Total assets	24,948	20,707
Short-term debt	0	0
Current portion of long-term debt	0	0
Accounts payable	0	0
Intercompany accounts payable	4	2
Accrued compensation	0	0
Other current liabilities	5	0
Total current liabilities	9	2
Long-term debt	0	0
Pension liabilities	0	0
Other postretirement benefits liabilities	0	0
Deferred income taxes	0	0
Intercompany loans payable	8,148	5,592
Other noncurrent liabilities	0	0
Total noncurrent liabilities	8,148	5,592
Eaton shareholders' equity	16,791	15,113
Noncontrolling interests	0	0
Total equity	16,791	15,113
Total liabilities and equity	24,948	20,707
Eaton Corporation [Member]
Condensed Consolidating Balance Sheets [Line Items]
Cash	51	54			120	33
Short-term investments	0	25
Accounts receivable - net	473	654
Intercompany accounts receivable	471	335
Inventory	344	341
Prepaid expenses and other current assets	458	391
Total current assets	1,797	1,800
Property, plant and equipment - net	982	934
Goodwill	1,382	1,382
Other intangible assets	211	231
Deferred income taxes	839	941
Investment in subsidiaries	8,853	7,678
Intercompany loans receivable	8,019	7,650
Other assets	450	459
Total assets	22,533	21,075
Short-term debt	0	753
Current portion of long-term debt	552	303
Accounts payable	440	424
Intercompany accounts payable	3,751	2,794
Accrued compensation	140	129
Other current liabilities	547	523
Total current liabilities	5,430	4,926
Long-term debt	7,693	8,398
Pension liabilities	546	895
Other postretirement benefits liabilities	402	454
Deferred income taxes	0	0
Intercompany loans payable	2,113	1,401
Other noncurrent liabilities	652	440
Total noncurrent liabilities	11,406	11,588
Eaton shareholders' equity	5,697	4,561
Noncontrolling interests	0	0
Total equity	5,697	4,561
Total liabilities and equity	22,533	21,075
Guarantors [Member]
Condensed Consolidating Balance Sheets [Line Items]
Cash	10	14			3	6
Short-term investments	134	38
Accounts receivable - net	922	393
Intercompany accounts receivable	3,368	4,683
Inventory	609	602
Prepaid expenses and other current assets	175	245
Total current assets	5,218	5,975
Property, plant and equipment - net	761	777
Goodwill	6,350	6,350
Other intangible assets	3,996	4,094
Deferred income taxes	3	0
Investment in subsidiaries	40,776	21,912
Intercompany loans receivable	2,518	13,262
Other assets	186	124
Total assets	59,808	52,494
Short-term debt	0	0
Current portion of long-term debt	0	8
Accounts payable	380	344
Intercompany accounts payable	3,288	3,099
Accrued compensation	37	74
Other current liabilities	400	411
Total current liabilities	4,105	3,936
Long-term debt	1,266	1,331
Pension liabilities	131	232
Other postretirement benefits liabilities	171	189
Deferred income taxes	1,303	1,397
Intercompany loans payable	18,207	14,857
Other noncurrent liabilities	162	157
Total noncurrent liabilities	21,240	18,163
Eaton shareholders' equity	34,463	30,395
Noncontrolling interests	0	0
Total equity	34,463	30,395
Total liabilities and equity	59,808	52,494
Other Subsidiaries [Member]
Condensed Consolidating Balance Sheets [Line Items]
Cash	851	502			262	294
Short-term investments	660	464
Accounts receivable - net	2,253	2,427
Intercompany accounts receivable	4,470	3,887
Inventory	1,466	1,432
Prepaid expenses and other current assets	350	341
Total current assets	10,050	9,053
Property, plant and equipment - net	2,090	2,075
Goodwill	6,763	6,711
Other intangible assets	2,979	3,255
Deferred income taxes	145	195
Investment in subsidiaries	8,473	6,931
Intercompany loans receivable	18,776	14,125
Other assets	370	1,165
Total assets	49,646	43,510
Short-term debt	13	4
Current portion of long-term debt	15	3
Accounts payable	1,140	1,111
Intercompany accounts payable	1,271	3,048
Accrued compensation	284	259
Other current liabilities	965	1,173
Total current liabilities	3,688	5,598
Long-term debt	16	36
Pension liabilities	788	876
Other postretirement benefits liabilities	95	99
Deferred income taxes	757	934
Intercompany loans payable	845	13,187
Other noncurrent liabilities	485	462
Total noncurrent liabilities	2,986	15,594
Eaton shareholders' equity	42,906	22,263
Noncontrolling interests	66	55
Total equity	42,972	22,318
Total liabilities and equity	49,646	43,510
Consolidating Adjustments [Member]
Condensed Consolidating Balance Sheets [Line Items]
Cash	0	0			0	0
Short-term investments	0	0
Accounts receivable - net	0	0
Intercompany accounts receivable	(8,314)	(8,943)
Inventory	(37)	(39)
Prepaid expenses and other current assets	9	9
Total current assets	(8,342)	(8,973)
Property, plant and equipment - net	0	0
Goodwill	0	0
Other intangible assets	0	0
Deferred income taxes	(747)	(783)
Investment in subsidiaries	(83,042)	(57,183)
Intercompany loans receivable	(29,313)	(35,037)
Other assets	0	0
Total assets	(121,444)	(101,976)
Short-term debt	0	0
Current portion of long-term debt	0	0
Accounts payable	0	0
Intercompany accounts payable	(8,314)	(8,943)
Accrued compensation	0	0
Other current liabilities	(4)	(4)
Total current liabilities	(8,318)	(8,947)
Long-term debt	(6)	0
Pension liabilities	0	0
Other postretirement benefits liabilities	0	0
Deferred income taxes	(747)	(783)
Intercompany loans payable	(29,313)	(35,037)
Other noncurrent liabilities	0	0
Total noncurrent liabilities	(30,066)	(35,820)
Eaton shareholders' equity	(83,066)	(57,219)
Noncontrolling interests	6	10
Total equity	(83,060)	(57,209)
Total liabilities and equity	$ (121,444)	$ (101,976)

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Derivative Financial Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of interest rate swaps

Notional amount		Fixed interest rate received	Floating interest rate paid	Basis for contracted floating interest rate paid
$	100	5.95%	2.98%	6 month LIBOR + 2.60%
150		5.30%	4.43%	1 month LIBOR + 4.26%
450		1.50%	0.62%	1 month LIBOR + 0.45%
415		5.60%	3.54%	6 month LIBOR + 3.18%
300		6.95%	5.32%	3 month LIBOR + 5.07%
25		8.875%	4.26%	6 month LIBOR + 3.84%
150		3.875%	2.29%	1 month LIBOR + 2.12%
150		3.47%	2.01%	1 month LIBOR + 1.84%
1,100		2.75%	0.71%	1 month LIBOR + 0.54%
150		3.68%	1.22%	1 month LIBOR + 1.06%
25		7.625%	2.84%	6 month LIBOR + 2.48%
50		7.65%	2.92%	6 month LIBOR + 2.57%
25		5.45%	0.64%	6 month LIBOR + 0.28%

Floating to fixed interest rate swaps

Notional amount		Floating interest rate received	Fixed interest rate paid	Basis for contracted floating interest rate received
$	300	0.24%	0.76%	3 month LIBOR

Fair value of derivative financial instruments recognized in the Consolidated Balance Sheet

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
December 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,090	$	1	$	36	$	—	$	76	Fair value	3 months to 20 years
Floating-to-fixed interest rate swaps	300		—		—		1		—		Cash flow	6 months
Currency exchange contracts	393		12		—		3		—		Cash flow	12 to 36 months
Commodity contracts	1		—		—		—		—		Cash flow	12 months
Total			$	13	$	36	$	4	$	76
Derivatives not designated as hedges
Currency exchange contracts	$	4,277	$	22			$	26				12 months
Total			$	22			$	26
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 loss follow:

	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive loss		Gain (loss) reclassified from Accumulated other comprehensive loss			Gain (loss) recognized in Accumulated other comprehensive loss			Gain (loss) reclassified from Accumulated other comprehensive loss
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—	$	(1	)	$	(3	)	$	(1	)
Currency exchange contracts	6		2			12			1
Commodity contracts	—		(1		)	1			(7		)
Total	$	6	$	—		$	10		$	(7	)

Amounts recognized in net income

Amounts recognized in net income follow:

	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(126	)	$	21
Related long-term debt converted to floating interest    rates by interest rate swaps	126			(21		)
	$	—		$	—

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Commitments and Contingencies (Details) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 BRL	Dec. 31, 2013 USD ($)	Dec. 31, 2013 BRL	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 28, 2012 USD ($)	Aug. 19, 2011 USD ($)	Jun. 09, 2011 USD ($)
Loss Contingency Accrual [Roll Forward]
Raysul total loss contingency accrual				$ 32	76
Raysul loss contingency provision		25	60	7	16
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
Meritor, plaintiffs' damages expert's low range				475
Meritor, plaintiffs' damages expert's high range				800
Meritor, Eaton's damages expert, damages				0
Frisby Parties damages claim				376
Environmental contingencies
Number of environmental remediation sites world wide				149	149
Accrual for environmental loss contingencies	158			149		158
Current and long-term warranty accruals [Table]
Balance at January 1				185		158	153
Provision				107		85	98
Settled				(99)		(84)	(94)
Product Warranty Accrual Other				(4)		26	1
Balance at December 31	185	153		189		185	158
Product Warranty Accruals - Other, related to the acquisition of Cooper Industries plc	24
Minimum rental commitments under noncancelable operating leases
2014				185
2015				144
2016				100
2017				72
2018				57
Thereafter				92
Total noncancelable lease commitments				650
Summary of Rental Expense
Rental expense				$ 241		$ 199	$ 194

XML

Business Segment and Geographic Region Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Business Segment and Geographic Region Information

BUSINESS SEGMENT AND GEOGRAPHIC REGION INFORMATION

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

Electrical Products and Electrical Systems and Services

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

Hydraulics

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

Aerospace

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

Vehicle

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

Other Information

No single customer represented greater than 10% of net sales in 2013, 2012 or 2011, respectively.

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

For purposes of business segment performance measurement, the Company does not allocate items that are of a non-operating nature or are of a corporate or functional governance nature. Corporate expenses consist of transaction costs associated with the acquisition of certain businesses and corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets. See Note 2 for additional information about business acquisitions.

Business Segment Information

	2013			2012			2011
Net sales
Electrical Products	$	7,026		$	3,846		$	3,619
Electrical Systems and Services	6,430			3,872			3,557
Hydraulics	2,981			2,960			2,835
Aerospace	1,774			1,719			1,648
Vehicle	3,835			3,914			4,390
Total net sales	$	22,046		$	16,311		$	16,049
Segment operating profit
Electrical Products	$	1,090		$	640		$	531
Electrical Systems and Services	889			424			352
Hydraulics	355			369			438
Aerospace	252			213			244
Vehicle	592			570			695
Total segment operating profit	3,178			2,216			2,260
Corporate
Amortization of intangible assets	(437		)	(195		)	(190		)
Interest expense - net	(271		)	(208		)	(118		)
Pension and other postretirement benefits expense	(183		)	(162		)	(142		)
Inventory step-up adjustment	(34		)	(42		)	(5		)
Other corporate expense - net	(369		)	(358		)	(252		)
Income before income taxes	1,884			1,251			1,553
Income tax expense	11			31			201
Net income	1,873			1,220			1,352
Less net income for noncontrolling interests	(12		)	(3		)	(2		)
Net income attributable to Eaton ordinary shareholders	$	1,861		$	1,217		$	1,350

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

	2013		2012		2011
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total	$	117	$	33	$	14

Corporate acquisition integration charges totaled $37 and $11 in 2013 and 2012, respectively. Corporate acquisition integration charges related primarily to the acquisition of Cooper and are included above in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal and other professional fees, and costs associated with change in control agreements, are included above in Interest expense - net and Other corporate expense - net. These charges totaled $9 and $178 in 2013 and 2012, respectively. There were no significant Corporate acquisition-related transition costs in 2011. See Note 3 for additional information about acquisition integration charges and transaction costs.

	2013		2012		2011
Identifiable assets
Electrical Products	$	3,204	$	3,338	$	1,653
Electrical Systems and Services	2,683		2,408		1,242
Hydraulics	1,362		1,426		1,265
Aerospace	852		806		754
Vehicle	1,716		1,698		1,783
Total identifiable assets	9,817		9,676		6,697
Goodwill	14,495		14,443		5,537
Other intangible assets	7,186		7,580		2,192
Corporate	3,993		4,111		3,447
Total assets	$	35,491	$	35,810	$	17,873
Capital expenditures for property, plant and equipment
Electrical Products	$	152	$	108	$	76
Electrical Systems and Services	113		47		41
Hydraulics	80		60		70
Aerospace	29		27		21
Vehicle	161		148		172
Total	535		390		380
Corporate	79		203		188
Total expenditures for property, plant and equipment	$	614	$	593	$	568
Depreciation of property, plant and equipment
Electrical Products	$	151	$	78	$	74
Electrical Systems and Services	86		42		37
Hydraulics	65		61		54
Aerospace	27		26		26
Vehicle	133		136		147
Total	462		343		338
Corporate	54		38		29
Total depreciation of property, plant and equipment	$	516	$	381	$	367

Geographic Region Information

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

	2013		2012		2011
Net sales
United States	$	11,092	$	7,789	$	7,165
Canada	1,154		918		815
Latin America	2,113		1,588		1,952
Europe	5,112		3,997		4,092
Asia Pacific	2,575		2,019		2,025
Total	$	22,046	$	16,311	$	16,049
Long-lived assets
United States	$	1,966	$	1,914	$	1,227
Canada	28		33		27
Latin America	331		346		247
Europe	856		845		649
Asia Pacific	652		648		452
Total	$	3,833	$	3,786	$	2,602

XML

Accounts Receivable and Inventory (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Receivable and Inventory [Abstract]

Components of inventory

The components of inventory follow:

	2013			2012
Raw materials	$	955		$	915
Work-in-process	428			423
Finished goods	1,115			1,131
Inventory at FIFO	2,498			2,469
Excess of FIFO over LIFO cost	(116		)	(133		)
Total inventory	$	2,382		$	2,336

XML

Condensed Consolidating Financial Statements Consolidating Statements of Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Income Statements, Captions [Line Items]
Net sales	$ 22,046	$ 16,311	$ 16,049
Cost of products sold	15,369	11,448	11,261
Selling and administrative expense	3,886	2,894	2,738
Research and development expense	644	439	417
Interest expense (income) - net	271	208	118
Other expense (income) - net	(8)	71	(38)
Equity in (earnings) loss of subsidiaries, net of tax	0	0	0
Intercompany expense (income) - net	0	0	0
Income before income taxes	1,884	1,251	1,553
Income tax (benefit) expense	11	31	201
Net income	1,873	1,220	1,352
Less net income for noncontrolling interests	(12)	(3)	(2)
Net income attributable to Eaton ordinary shareholders	1,861	1,217	1,350
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	404	0	(616)
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	2,265	1,217	734
Eaton Corporation plc [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	0	0
Cost of products sold	0	0
Selling and administrative expense	32	0
Research and development expense	0	0
Interest expense (income) - net	0	0
Other expense (income) - net	0	0
Equity in (earnings) loss of subsidiaries, net of tax	(2,147)	(1,219)
Intercompany expense (income) - net	254	2
Income before income taxes	1,861	1,217
Income tax (benefit) expense	0	0
Net income	1,861	1,217
Less net income for noncontrolling interests	0	0
Net income attributable to Eaton ordinary shareholders	1,861	1,217
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	404	0
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	2,265	1,217
Eaton Corporation [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	6,695	6,680	6,294
Cost of products sold	5,227	5,115	4,865
Selling and administrative expense	1,400	1,307	1,201
Research and development expense	255	230	207
Interest expense (income) - net	271	229	144
Other expense (income) - net	8	10	(18)
Equity in (earnings) loss of subsidiaries, net of tax	(1,156)	(732)	(1,271)
Intercompany expense (income) - net	(155)	(237)	(224)
Income before income taxes	845	758	1,390
Income tax (benefit) expense	(108)	24	40
Net income	953	734	1,350
Less net income for noncontrolling interests	0	0	0
Net income attributable to Eaton ordinary shareholders	953	734	1,350
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	300	290	(616)
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	1,253	1,024	734
Guarantors [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	6,421	2,849	2,642
Cost of products sold	4,784	2,193	1,975
Selling and administrative expense	749	335	295
Research and development expense	200	108	112
Interest expense (income) - net	28	8	8
Other expense (income) - net	4	48	(2)
Equity in (earnings) loss of subsidiaries, net of tax	(1,214)	(1,337)	(61)
Intercompany expense (income) - net	(479)	42	(13)
Income before income taxes	2,349	1,452	328
Income tax (benefit) expense	(90)	0	89
Net income	2,439	1,452	239
Less net income for noncontrolling interests	0	0	0
Net income attributable to Eaton ordinary shareholders	2,439	1,452	239
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	481	(1,976)	(64)
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	2,920	(524)	175
Other Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	13,579	10,346	10,520
Cost of products sold	10,010	7,708	7,822
Selling and administrative expense	1,705	1,252	1,242
Research and development expense	189	101	98
Interest expense (income) - net	(22)	(29)	(34)
Other expense (income) - net	(20)	13	(18)
Equity in (earnings) loss of subsidiaries, net of tax	(813)	(611)	0
Intercompany expense (income) - net	380	193	237
Income before income taxes	2,150	1,719	1,173
Income tax (benefit) expense	207	6	74
Net income	1,943	1,713	1,099
Less net income for noncontrolling interests	(9)	(3)	(1)
Net income attributable to Eaton ordinary shareholders	1,934	1,710	1,098
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	363	(1,621)	(302)
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	2,297	89	796
Consolidating Adjustments [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(4,649)	(3,564)	(3,407)
Cost of products sold	(4,652)	(3,568)	(3,401)
Selling and administrative expense	0	0	0
Research and development expense	0	0	0
Interest expense (income) - net	(6)	0	0
Other expense (income) - net	0	0	0
Equity in (earnings) loss of subsidiaries, net of tax	5,330	3,899	1,332
Intercompany expense (income) - net	0	0	0
Income before income taxes	(5,321)	(3,895)	(1,338)
Income tax (benefit) expense	2	1	(2)
Net income	(5,323)	(3,896)	(1,336)
Less net income for noncontrolling interests	(3)	0	(1)
Net income attributable to Eaton ordinary shareholders	(5,326)	(3,896)	(1,337)
Other comprehensive income (loss) attributable to Eaton ordinary shareholders	(1,144)	3,307	366
Total comprehensive (loss) income attributable to Eaton ordinary shareholders	$ (6,470)	$ (589)	$ (971)

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

General Information

General Information and Basis of Presentation

Eaton Corporation plc (Eaton or the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2013 net sales of $22.0 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; 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 102,000 employees in over 60 countries, and sells products to customers in more than 175 countries.

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

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other controlled entities. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7.

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

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

Business Description and Basis of Presentation [Text Block]

Eaton Corporation plc (Eaton or the Company) is a power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2013 net sales of $22.0 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; 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 102,000 employees in over 60 countries, and sells products to customers in more than 175 countries.

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

Consolidation Policy

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other controlled entities. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7.

Foreign Currency Translation

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

Reclassifications

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

Revenue Recognition

Revenue Recognition

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

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

Long-Lived Assets

Long-Lived Assets

Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. Cost of buildings are depreciated generally over 40 years and machinery and equipment over 3 to 10 years. At December 31, 2013, the weighted-average amortization period for intangible assets subject to amortization was 17 years for patents and technology, primarily as a result of the long life of aircraft platforms, and 16 years for customer relationships. Software is amortized up to a maximum life of 10 years.

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

Goodwill and Indefinite Life Intangible Assets

Goodwill and Indefinite Life Intangible Assets

Goodwill and indefinite life intangible assets are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments, and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.

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

A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Additionally, goodwill and indefinite life intangible assets are evaluated for impairment whenever events or circumstances indicate there may be a possible permanent loss of value.

Indefinite life intangible assets primarily consist of trademarks. The fair value of these assets are determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows, and profitability. For 2013 and 2012, the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 4.

Derivative Financial Instruments and Hedging Activities

Derivative Financial Instruments and Hedging Activities

Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency, and interest rates on certain debt. These instruments are marked to fair value in the accompanying Consolidated Balance Sheets. Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge. For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income. See Note 12 for additional information about hedges and derivative financial instruments.

Warranty Accruals

Warranty Accruals

Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. See Note 7 for additional information about warranty accruals.

Asset Retirement Obligations

Asset Retirement Obligations

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

Income Taxes

Income Taxes

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts these accruals based on changing facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. Penalties on unrecognized income tax benefits have been accrued for jurisdictions where penalties are automatically applied to any deficiency, regardless of the merit of the position. For additional information about income taxes, see Note 8.

Equity-Based Compensation

Equity-Based Compensation

Eaton recognizes equity-based compensation expense based on the grant date fair value of the award over the period during which an employee is required to provide service in exchange for the award. Restricted stock units (RSUs) and restricted stock awards (RSAs) are issued at fair market value at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. Stock options are granted with an exercise price equal to the closing market price of Eaton ordinary shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. See Note 10 for additional information about equity-based compensation.

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Income Taxes Reconciliations of Income Taxes from the Appropriate Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Effective income tax rate reconciliation, at Ireland statutory income tax rate, percent	25.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		35.00%	35.00%
Income taxes at the applicable statutory rate	25.00%	35.00%	35.00%
Effective income tax expense rate	0.60%	2.50%	12.90%
Ireland
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Ireland tax on trading income	(1.40%)	0.00%	0.00%
United States operations [Member]
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
United States income (loss)	(2.80%)	0.00%	0.00%
State and local income taxes	(0.50%)	0.60%	0.20%
Deductible dividends	0.00%	(0.70%)	(0.50%)
Deductible interest	(0.30%)	(0.80%)	(0.50%)
Credit for research activities	(2.00%)	0.00%	(1.00%)
Impact of U.S. Health Care Reform and Education Reconciliation Act and pre-funding on taxation associated with Medicare Part D	0.00%	0.00%	(0.90%)
Other	2.10%	2.70%	0.50%
Other foreign operations [Member]
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Other	0.20%
United States foreign tax credit	(1.80%)
Other foreign operations (earnings taxed at other than the applicable statutory tax rate)	(17.60%)
Non-United States Operations [Member]
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Other		0.00%	0.00%
United States foreign tax credit		(12.40%)	(2.30%)
Other foreign operations (earnings taxed at other than the applicable statutory tax rate)		(14.90%)	(15.50%)
Worldwide Operations [Member]
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Adjustments to tax liabilities	(1.10%)	(5.70%)	(0.80%)
Adjustments to valuation allowance	0.80%	(1.30%)	(1.30%)
Effective Income Tax Rate [Member]
Reconciliation of income taxes from appropriate statutory rate to the consolidated effective income tax rate [Line Items]
Effective income tax expense rate	0.60%	2.50%	12.90%

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Consolidated Statements of Shareholders' Equity Parenthetical (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Issuance of shares under equity-based compensation plans - net, net of income tax benefit	$ 32	$ 23	$ 72
Eaton Corporation common share par value		$ 0.50
Eaton Corporation plc ordinary share par value	$ 0.01

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets
Cash	$ 915	$ 577
Short-term investments	794	527
Accounts receivable - net	3,648	3,474
Inventory	2,382	2,336
Deferred income taxes	577	565
Prepaid expenses and other current assets	415	421
Total current assets	8,731	7,900
Property, plant and equipment
Land and buildings	2,461	2,095
Machinery and equipment	5,504	5,522
Gross property, plant and equipment	7,965	7,617
Accumulated depreciation	(4,132)	(3,831)
Net property, plant and equipment	3,833	3,786
Other noncurrent assets
Goodwill	14,495	14,443
Other intangible assets	7,186	7,580
Deferred income taxes	240	353
Other assets	1,006	1,748
Total assets	35,491	35,810
Current liabilities
Short-term debt	13	757
Current portion of long-term debt	567	314
Accounts payable	1,960	1,879
Accrued compensation	461	462
Other current liabilities	1,913	2,103
Total current liabilities	4,914	5,515
Noncurrent liabilities
Long-term debt	8,969	9,765
Pension liabilities	1,465	2,003
Other postretirement benefits liabilities	668	742
Deferred income taxes	1,313	1,548
Other noncurrent liabilities	1,299	1,059
Total noncurrent liabilities	13,714	15,117
Shareholders' equity
Ordinary shares (475.1 million outstanding in 2013 and 470.7 million in 2012)	5	5
Capital in excess of par value	11,483	11,271
Retained earnings	6,866	5,805
Accumulated other comprehensive loss	(1,560)	(1,964)
Shares held in trust	(3)	(4)
Total Eaton shareholders' equity	16,791	15,113
Noncontrolling interests	72	65
Total equity	16,863	15,178
Total liabilities and equity	$ 35,491	$ 35,810

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Eaton Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Eaton Shareholders' Equity [Text Block]

EATON SHAREHOLDERS' EQUITY

There are 750 million Eaton ordinary shares authorized ($0.01 par value per share), 475.1 million and 470.7 million of which were issued and outstanding at December 31, 2013 and 2012, respectively. Eaton's Memorandum and Articles of Association authorized 40 thousand deferred ordinary shares (€1.00 par value per share) and 10 thousand preferred A shares ($1.00 par value per share), all of which were issued and outstanding at December 31, 2013 and 2012, and 10 million serial preferred shares ($0.01 par value per share), none of which were outstanding at December 31, 2013 and 2012. At December 31, 2013, there were 19,538 holders of record of Eaton ordinary shares. Additionally, 28,128 current and former employees were shareholders through participation in the Eaton Savings Plan, Eaton Personal Investment Plan, Eaton Puerto Rico Retirement Savings Plan, and the Cooper Retirement Savings and Stock Ownership Plan.

Eaton Corporation had a common share repurchase program (2007 Program) that authorized the repurchase of 10 million common shares. In 2011, 8.3 million Eaton Corporation common shares were repurchased under the 2007 Program in the open market at a total cost of $343. On September 28, 2011, Eaton Corporation's Board of Directors replaced the 2007 Program with a common share repurchase program (2011 Program) which authorized the purchase of up to 20 million common shares, not to exceed an aggregate purchase price of $1.25 billion. No common shares were purchased under the 2011 Program. On April 24, 2013, the Company's shareholders authorized the Board of Directors to adopt an ordinary share repurchase program (2013 Program) for up to 40 million ordinary shares at prices between 70% and 120% of the closing price of Eaton's ordinary shares on the day of purchase. On October 22, 2013, Eaton's Board of Directors adopted the 2013 Program. The ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. In 2013, no ordinary shares were repurchased under the 2013 Program. In 2012, no common shares were repurchased under the 2011 Program.

Eaton has deferral plans that permit certain employees and directors to defer a portion of their compensation. A trust contains $24 and $12 of ordinary shares and marketable securities, as valued at December 31, 2013 and 2012, respectively, to fund a portion of these liabilities. The marketable securities were included in Other assets and the ordinary shares were included in Shareholders' equity at historical cost.

On February 26, 2014, Eaton's Board of Directors declared a quarterly dividend of $0.49 per ordinary share, payable on March 21, 2014, to shareholders of record at the close of business on March 10, 2014.

Comprehensive Income (Loss)

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

	2013						2012						2011
	Pre-tax			After-tax			Pre-tax			After-tax			Pre-tax			After-tax
Currency translation and related hedging instruments	$	(30	)	$	(28	)	$	144		$	135		$	(252	)	$	(241	)
Pensions and other postretirement benefits
Prior service cost arising during the year	(6		)	(4		)	(1		)	(1		)	(5		)	(4		)
Net gain (loss) arising during the year	456			277			(386		)	(262		)	(648		)	(417		)
Currency translation	(5		)	(4		)	(15		)	(12		)	5			4
Other	2			16			(2		)	15			—			(15		)
Amortization of actuarial loss and prior service cost    reclassified to earnings	229			144			170			108			122			79
	676			429			(234		)	(152		)	(526		)	(353		)
Cash flow hedges
Gain (loss) on derivatives designated as cash flow hedges	6			3			10			10			(28		)	(21		)
Changes in cash flow hedges reclassified to earnings	—			—			7			7			—			(1		)
Cash flow hedges, net of reclassification adjustments	6			3			17			17			(28		)	(22		)
Other comprehensive income (loss) attributable to Eaton    ordinary shareholders	$	652		$	404		$	(73	)	$	—		$	(806	)	$	(616	)

The changes in Accumulated other comprehensive (loss) income follow:

	Currency translation and related hedging instruments			Pensions and other postretirement benefits			Cash flow hedges		Total
Balance at December 31, 2012	$	(367	)	$	(1,599	)	$	2	$	(1,964	)
Other comprehensive (loss) income     before reclassifications	(28		)	285			3		260
Amounts reclassified from Accumulated other    comprehensive (loss) income	—			144			—		144
Net current-period other comprehensive    (loss) income	(28		)	429			3		404
Balance at December 31, 2013	$	(395	)	$	(1,170	)	$	5	$	(1,560	)

The reclassifications out of Accumulated other comprehensive (loss) income follow:

	December 31, 2013			Consolidated Statements of Income classification
Amortization of defined benefit pension items
Actuarial loss	$	(229	)	1
	(229		)
Tax benefit	85
Total, net of tax	(144		)
Gains and losses on cash flow hedges
Floating-to-fixed interest rate swaps	(1		)	Interest expense - net
Currency exchange contracts	2			Cost of products sold
Commodity contracts	(1		)	Cost of products sold
	—
Tax expense	—
Total, net of tax	—
Total reclassifications for the period	$	(144	)

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 ordinary shareholders follows:

(Shares in millions)	2013		2012		2011
Net income attributable to Eaton ordinary shareholders	$	1,861	$	1,217	$	1,350
Weighted-average number of ordinary shares outstanding - diluted	476.7		350.9		342.8
Less dilutive effect of equity-based compensation	3.2		3.1		4.5
Weighted-average number of ordinary shares outstanding - basic	473.5		347.8		338.3
Net income per ordinary share
Diluted	$	3.90	$	3.46	$	3.93
Basic	3.93		3.54		3.98

In 2013, 2012, and 2011, 0.2 million, 2.2 million, and 1.5 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 Amounts Recognized in Net income (Details) (Interest expense - net [Member], Fair Value Hedging [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Derivative designated as fair value hedges	$ 0	$ 0
Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative designated as fair value hedges	(126)	21
Related Long Term Debt Converted To Floating Interest Rates By Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative designated as fair value hedges	$ 126	$ (21)

XML

Derivative Financial Instruments and Hedging Activities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	$ 13	$ 11
Derivatives not designated as hedges
Other current assets	22	24
Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	36	85
Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	4	4
Derivatives not designated as hedges
Other current liabilities	26	31
Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	76	2
Japanese Yen notes due 2018 [Member] | Non-derivative net investment hedge [Member]
Derivatives, Fair Value [Line Items]
Debt denominated in foreign currency designated as non-derivative net investment hedging instrument	95	116
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps
Derivatives designated as hedges
Derivative, Notional Amount	3,090	1,290
Period of derivatives designated as hedges	3 months to 20 years	6 months to 21 years
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	1	2
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	36	85
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Fixed-to-floating interest rate swaps | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	76	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Floating-to-fixed interest rate swaps
Derivatives designated as hedges
Derivative, Notional Amount	300	300
Period of derivatives designated as hedges	6 months	1 year
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Floating-to-fixed interest rate swaps | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Floating-to-fixed interest rate swaps | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Floating-to-fixed interest rate swaps | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	1	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Floating-to-fixed interest rate swaps | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	2
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Currency exchange contracts
Derivatives designated as hedges
Derivative, Notional Amount	393	451
Period of derivatives designated as hedges	12 to 36 months	12 to 36 months
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Currency exchange contracts | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	12	9
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Currency exchange contracts | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Currency exchange contracts | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	3	4
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Currency exchange contracts | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodity contracts
Derivatives designated as hedges
Derivative, Notional Amount	1	17
Period of derivatives designated as hedges	12 months	12 months
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodity contracts | Other current assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodity contracts | Other long-term assets [Member]
Derivatives designated as hedges
Derivative asset designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodity contracts | Other current liabilities [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Commodity contracts | Other long-term liabilites [Member]
Derivatives designated as hedges
Derivative liability designated as hedging instrument	0	0
Not Designated as Hedging Instrument [Member] | Currency exchange contracts
Derivatives designated as hedges
Derivative, Notional Amount	4,277	4,997
Derivatives not designated as hedges
Period of derivatives not designated as hedges	12 months	12 months
Not Designated as Hedging Instrument [Member] | Currency exchange contracts | Other current assets [Member]
Derivatives not designated as hedges
Other current assets	22	23
Not Designated as Hedging Instrument [Member] | Currency exchange contracts | Other current liabilities [Member]
Derivatives not designated as hedges
Other current liabilities	26	31
Not Designated as Hedging Instrument [Member] | Commodity contracts
Derivatives designated as hedges
Derivative, Notional Amount		19
Derivatives not designated as hedges
Period of derivatives not designated as hedges		12 months
Not Designated as Hedging Instrument [Member] | Commodity contracts | Other current assets [Member]
Derivatives not designated as hedges
Other current assets		1
Not Designated as Hedging Instrument [Member] | Commodity contracts | Other current liabilities [Member]
Derivatives not designated as hedges
Other current liabilities		$ 0

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Document and Entity Information Document (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Jan. 31, 2014	Jun. 30, 2013
Entity Information [Line Items]
Entity Registrant Name	Eaton Corp plc
Entity Central Index Key	0001551182
Trading Symbol	ETN
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q4
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 31,200
Entity Ordinary Shares, Shares Outstanding		475.3

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Equity-Based Compensation

12 Months Ended

Dec. 31, 2013

Share-based Compensation [Abstract]

Equity-Based Compensation

EQUITY-BASED COMPENSATION

Restricted Stock Units and Awards

Restricted stock units (RSUs) and restricted stock awards (RSAs) have been issued to certain employees and directors at fair market value at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over three or four years. A summary of the RSU and RSA activity for 2013 follows:

(Restricted stock units and awards in millions)	Number of restricted stock units and awards		Weighted-average fair value per unit and award
Non-vested at January 1	3.4		$	42.47
Granted	1.5		57.75
Vested	(1.3	)	37.71
Forfeited	(0.2	)	50.70
Non-vested at December 31	3.4		$	51.37

Information related to RSUs and RSAs follows:

	2013		2012		2011
Pretax expense for RSUs and RSAs	$	69	$	46	$	50
After-tax expense for RSUs and RSAs	45		30		32

As of December 31, 2013, total compensation expense not yet recognized related to non-vested RSUs and RSAs was $111, and the weighted-average period in which the expense is expected to be recognized is 2.2 years. Excess tax benefit for equity-based compensation totaled $10 for 2013.

Stock Options

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

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

	2013			2012			2011
Expected volatility	36		%	35		%	33		%
Expected option life in years	5.5			5.5			5.5
Expected dividend yield	2.0		%	2.0		%	2.0		%
Risk-free interest rate	1.5 to 0.8%			1.0 to 0.9%			2.2% to 1.4%
Weighted-average fair value of stock options granted	$	17.49		$	14.08		$	14.56

A summary of stock option activity follows:

(Options in millions)	Weighted-average price per option		Options		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding at January 1, 2013	$	39.45	10.8
Granted	63.15		0.8
Exercised	35.76		(3.6	)
Forfeited and canceled	50.76		(0.1	)
Outstanding at December 31, 2013	$	43.43	7.9		4.4	$	259
Exercisable at December 31, 2013	$	40.05	6.4		3.4	$	232
Reserved for future grants at December 31, 2013			17.7

The aggregate intrinsic value in the table above represents the total excess of the $76.12 closing price of Eaton ordinary shares on the last trading day of 2013 over the exercise price of the stock option, multiplied by the related number of options outstanding and exercisable. The aggregate intrinsic value is not recognized for financial accounting purposes and the value changes based on the daily changes in the fair market value of the Company's ordinary shares.

Information related to stock options follows:

	2013		2012		2011
Pretax expense for stock options	$	11	$	7	$	5
After-tax expense for stock options	7		5		4
Proceeds from stock options exercised	121		95		71
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated    Statements of Cash Flows	3		5		13
Excess tax benefit classified in financing activities in the    Consolidated Statements of Cash Flows	22		13		33
Intrinsic value of stock options exercised	102		60		62
Total fair value of stock options vesting	$	11	$	7	$	5
Stock options exercised, in millions of options	3.565		3.099		2.541

As of December 31, 2013, total compensation expense not yet recognized related to non-vested stock options was $14, and the weighted-average period in which the expense is expected to be recognized is 2 years.

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Eaton Shareholders' Equity Eaton Shareholders' Equity (Textuals) (Details)	0 Months Ended		12 Months Ended
	Feb. 26, 2014 USD ($)	Sep. 28, 2011 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 21, 2014 USD ($)	Dec. 31, 2013 EUR (€)	Oct. 22, 2013
Shareholders Equity Textuals Abstract
Common shares authorized			750,000,000
Eaton Corporation plc ordinary share par value			$ 0.01
Ordinary shares issued and outstanding			475,100,000	470,700,000
Deferred ordinary shares authorized			40,000
Deferred ordinary shares par value							€ 1.00
Deferred ordinary shares, shares issued and outstanding			40,000	40,000
Preferred A Shares authorized			10,000
Preferred A Shares par value			$ 1.00
Preferred A Shares, Shares Issued			10,000	10,000
Preferred A Shares, Shares Outstanding			10,000	10,000
Serial preferred shares authorized			10,000,000
Serial preferred share par value per share			$ 0.01
Serial preferred shares, shares issued and outstanding			0	0
Number of holders of record of Eaton ordinary shares			19,538
Number of current and former employees who were shareholders through various Eaton plans			28,128
Disclosure of Repurchase Agreements [Abstract]
2007 common share repurchase program, number of shares authorized to be repurchased			10,000,000
2007 share repurchase program, shares purchased					8,300,000
Payments for stock repurchased under 2007 programs					$ 343,000,000
2011 Retired Stock Repurchase Program, Number of Shares Authorized to be Repurchased		20,000,000
2011 share repurchase program, maximum aggregate purchase price of shares authorized		1,250,000,000
2013 share repurchase program, number of shares authorized to be repurchased								40,000,000
2013 stock repurchase program, authorized repurchase price as percent of Eaton closing share price, low range								70.00%
2013 stock repurchase program, authorized repurchase price as percent of Eaton closing share price, high range								120.00%
2013 share repurchase program, shares purchased			0
2011 share repurchase progam, shares purchased				0
Quarterly dividends, per share, declared	$ 0.49		$ 1.68	$ 1.52	$ 1.36
Quarterly dividends payable, amount per share						$ 0.49
Employee Trust [Abstract]
Deferred compensation plan trust of shares and marketable secutities			$ 24,000,000	$ 12,000,000
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			200,000	2,200,000	1,500,000

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Derivative Financial Instruments and Hedging Activities Floating-to-Fixed Interest Rate Swaps (Details) (Floating rate notes due 2014 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Floating rate notes due 2014 [Member]
Derivative [Line Items]
Notional amount	$ 300
Floating interest rate received on swaps	0.24%
Fixed interest rate paid on swaps	0.76%
Basis for contracted floating interest rate paid	3 month LIBOR

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Consolidated Balance Sheets Parentheticals In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Ordinary shares outstanding	475.1	470.7

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of goodwill follows:

	2013		2012
Electrical Products	$	7,189	$	7,117
Electrical Systems and Services	4,517		4,520
Hydraulics	1,385		1,404
Aerospace	1,048		1,045
Vehicle	356		357
Total goodwill	$	14,495	$	14,443

The increase in goodwill in 2013 was primarily due to currency translation.

A summary of other intangible assets follows:

	2013				2012
	Historical cost		Accumulated amortization		Historical cost		Accumulated amortization
Intangible assets not subject to amortization    (primarily trademarks)	$	1,868			$	1,865
Intangible assets subject to amortization
Customer relationships	$	3,859	$	669	$	3,838	$	428
Patents and technology	1,588		389		1,626		325
Other	1,155		226		1,160		156
Total other intangible assets	$	6,602	$	1,284	$	6,624	$	909

Amortization expense related to intangible assets subject to amortization in 2013, and estimated amortization expense for each of the next five years, follows:

2013	$	432
2014	428
2015	422
2016	410
2017	399
2018	379

Other Intangible Assets Related to the Acquisition of Cooper

The estimated fair values of other intangible assets acquired in the Cooper transaction and included in the table above were determined using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method. The estimated fair value of these identifiable intangible assets, their estimated useful lives and valuation methodology are as follows:

	Fair value		Useful life	Valuation method
Trade names (indefinite-lived)	$	1,410	N/A	Relief-from-royalty
Trade names	638		3-20	Relief-from-royalty
Customer relationships	2,510		13-18	Multi-period excess earnings
Technology	767		4-20	Relief-from-royalty; Multi-period excess earnings
Contract-based	44		9.5	Relief-from-royalty
	$	5,369

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Acquisition Integration and Restructuring Charges

12 Months Ended

Dec. 31, 2013

Acquisition Integration and Restructuring Charges [Abstract]

Acquisition Integration and Restructuring Charges

ACQUISITION INTEGRATION AND RESTRUCTURING CHARGES

Acquisition Integration Charges and Transaction Costs

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

	2013		2012		2011
Acquisition integration charges
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total business segments	117		33		14
Corporate	37		11		—
Total acquisition integration charges	$	154	$	44	$	14
Transaction costs
Corporate	$	8	$	106	$	—
Financing fees	1		72		—
Total transaction costs	$	9	$	178	$	—
Total acquisition integration charges and transaction costs before    income taxes	$	163	$	222	$	14
Total after income taxes	$	110	$	167	$	10
Per ordinary share - diluted	$	0.23	$	0.48	$	0.03

Business segment integration charges in 2013 were related primarily to the integrations of Cooper and Polimer Kaucuk Sanayi ve Pazarlama (SEL). Business segment integration charges in 2012 were related primarily to the integrations of SEL, Jeil Hydraulics, Cooper, and Internormen Technology Group. Business segment integration charges in 2011 were related primarily to the integrations of CopperLogic, Tuthill Coupling Group, Wright Line Holding, EMC Engineers, and Internormen Technology Group. These charges were included in Cost of products sold or Selling and administrative expense, as appropriate.

Corporate integration charges in 2013 and 2012 were related primarily to the acquisition of Cooper. These charges were included in Selling and administrative expense. In Business Segment Information the charges were included in Other corporate expense - net.

Acquisition-related transaction costs, such as investment banking, legal, and other professional fees, and costs associated with change in control agreements, are not included as a component of consideration transferred in an acquisition but are expensed as incurred. Acquisition-related transaction costs in 2013 and 2012 were related to the acquisition of Cooper. These charges were included in Selling and administrative expense, Interest expense - net and Other (income) expense - net. In Business Segment Information the charges were included in Interest expense - net and Other corporate expense - net.

See Note 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 the fourth quarter of 2012 of $50, comprised of severance costs totaling $34 and other non-cash expenses totaling $16. 

During 2013, Eaton undertook restructuring activities related to the acquisition and integration of Cooper in an effort to gain efficiencies in selling, marketing, traditional back-office functions and manufacturing and distribution. These actions resulted in charges totaling $36, comprised primarily of severance costs, and are included in the table above in acquisition integration charges. These restructuring initiatives are expected to continue through 2015.

Restructuring 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 14 for additional information about business segments. As of December 31, 2013 and 2012, the liabilities related to these restructuring actions totaled $32 and $34, respectively.

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Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Statements [Text Block]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

On November 20, 2012, Eaton Corporation issued senior notes (the "Senior Notes") totaling $4,900 to finance part of the cash portion of the acquisition of Cooper. See Note 5 for additional information related to these Senior Notes. Eaton and certain other of Eaton's principal 100% owned subsidiaries (the "Guarantors") fully and unconditionally guaranteed (subject, in the case of the Guarantors, other than Eaton, to customary release provisions as described below), on a joint and several basis, the Senior Notes. The following condensed consolidating financial statements are included so that separate financial statements of Eaton, Eaton Corporation and each of the Guarantors are not required to be filed with the Securities and Exchange Commission. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting.

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

Eaton was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 in connection with the acquisition of Cooper. Therefore, for presentation purposes of entities under common control, Eaton is presented as the parent company in the 2012 condensed consolidating financial statements. For periods prior to 2012, Eaton Corporation is presented as the parent company.

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,695		$	6,421		$	13,579		$	(4,649	)	$	22,046
Cost of products sold	—			5,227			4,784			10,010			(4,652		)	15,369
Selling and administrative expense	32			1,400			749			1,705			—			3,886
Research and development expense	—			255			200			189			—			644
Interest expense (income) - net	—			271			28			(22		)	(6		)	271
Other expense (income) - net	—			8			4			(20		)	—			(8		)
Equity in (earnings) loss of    subsidiaries, net of tax	(2,147		)	(1,156		)	(1,214		)	(813		)	5,330			—
Intercompany expense    (income) - net	254			(155		)	(479		)	380			—			—
Income before income taxes	1,861			845			2,349			2,150			(5,321		)	1,884
Income tax (benefit) expense	—			(108		)	(90		)	207			2			11
Net income	1,861			953			2,439			1,943			(5,323		)	1,873
Less net income for    noncontrolling interests	—			—			—			(9		)	(3		)	(12		)
Net income attributable to    Eaton ordinary shareholders	$	1,861		$	953		$	2,439		$	1,934		$	(5,326	)	$	1,861
Other comprehensive income	$	404		$	300		$	481		$	363		$	(1,144	)	$	404
Total comprehensive income    attributable to Eaton ordinary    shareholders	$	2,265		$	1,253		$	2,920		$	2,297		$	(6,470	)	$	2,265

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,680		$	2,849		$	10,346		$	(3,564	)	$	16,311
Cost of products sold	—			5,115			2,193			7,708			(3,568		)	11,448
Selling and administrative expense	—			1,307			335			1,252			—			2,894
Research and development expense	—			230			108			101			—			439
Interest expense (income) - net	—			229			8			(29		)	—			208
Other expense - net	—			10			48			13			—			71
Equity in (earnings) loss of    subsidiaries, net of tax	(1,219		)	(732		)	(1,337		)	(611		)	3,899			—
Intercompany expense (income) - net	2			(237		)	42			193			—			—
Income before income taxes	1,217			758			1,452			1,719			(3,895		)	1,251
Income tax expense	—			24			—			6			1			31
Net income	1,217			734			1,452			1,713			(3,896		)	1,220
Less net income for    noncontrolling interests	—			—			—			(3		)	—			(3		)
Net income attributable to    Eaton ordinary shareholders	$	1,217		$	734		$	1,452		$	1,710		$	(3,896	)	$	1,217
Other comprehensive income (loss)	$	—		$	290		$	(1,976	)	$	(1,621	)	$	3,307		$	—
Total comprehensive income    (loss) attributable to    Eaton ordinary shareholders	$	1,217		$	1,024		$	(524	)	$	89		$	(589	)	$	1,217

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	6,294		$	2,642		$	10,520		$	(3,407	)	$	16,049
Cost of products sold	4,865			1,975			7,822			(3,401		)	11,261
Selling and administrative expense	1,201			295			1,242			—			2,738
Research and development expense	207			112			98			—			417
Interest expense (income) - net	144			8			(34		)	—			118
Other income - net	(18		)	(2		)	(18		)	—			(38		)
Equity in (earnings) loss of subsidiaries, net of tax	(1,271		)	(61		)	—			1,332			—
Intercompany (income) expense - net	(224		)	(13		)	237			—			—
Income before income taxes	1,390			328			1,173			(1,338		)	1,553
Income tax expense	40			89			74			(2		)	201
Net income	1,350			239			1,099			(1,336		)	1,352
Less net income for noncontrolling interests	—			—			(1		)	(1		)	(2		)
Net income attributable to    Eaton ordinary shareholders	$	1,350		$	239		$	1,098		$	(1,337	)	$	1,350
Other comprehensive loss	$	(616	)	$	(64	)	$	(302	)	$	366		$	(616	)
Total comprehensive income attributable    to Eaton ordinary shareholders	$	734		$	175		$	796		$	(971	)	$	734

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2013
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	3	$	51	$	10	$	851	$	—		$	915
Short-term investments	—		—		134		660		—			794
Accounts receivable - net	—		473		922		2,253		—			3,648
Intercompany accounts receivable	5		471		3,368		4,470		(8,314		)	—
Inventory	—		344		609		1,466		(37		)	2,382
Prepaid expenses and other    current assets	—		458		175		350		9			992
Total current assets	8		1,797		5,218		10,050		(8,342		)	8,731
Property, plant and equipment - net	—		982		761		2,090		—			3,833
Other noncurrent assets
Goodwill	—		1,382		6,350		6,763		—			14,495
Other intangible assets	—		211		3,996		2,979		—			7,186
Deferred income taxes	—		839		3		145		(747		)	240
Investment in subsidiaries	24,940		8,853		40,776		8,473		(83,042		)	—
Intercompany loans receivable	—		8,019		2,518		18,776		(29,313		)	—
Other assets	—		450		186		370		—			1,006
Total assets	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	—	$	—	$	13	$	—		$	13
Current portion of long-term debt	—		552		—		15		—			567
Accounts payable	—		440		380		1,140		—			1,960
Intercompany accounts payable	4		3,751		3,288		1,271		(8,314		)	—
Accrued compensation	—		140		37		284		—			461
Other current liabilities	5		547		400		965		(4		)	1,913
Total current liabilities	9		5,430		4,105		3,688		(8,318		)	4,914
Noncurrent liabilities
Long-term debt	—		7,693		1,266		16		(6		)	8,969
Pension liabilities	—		546		131		788		—			1,465
Other postretirement benefits    liabilities	—		402		171		95		—			668
Deferred income taxes	—		—		1,303		757		(747		)	1,313
Intercompany loans payable	8,148		2,113		18,207		845		(29,313		)	—
Other noncurrent liabilities	—		652		162		485		—			1,299
Total noncurrent liabilities	8,148		11,406		21,240		2,986		(30,066		)	13,714
Shareholders’ equity
Eaton shareholders' equity	16,791		5,697		34,463		42,906		(83,066		)	16,791
Noncontrolling interests	—		—		—		66		6			72
Total equity	16,791		5,697		34,463		42,972		(83,060		)	16,863
Total liabilities and equity	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2012
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	7	$	54	$	14	$	502	$	—		$	577
Short-term investments	—		25		38		464		—			527
Accounts receivable - net	—		654		393		2,427		—			3,474
Intercompany accounts receivable	38		335		4,683		3,887		(8,943		)	—
Inventory	—		341		602		1,432		(39		)	2,336
Prepaid expenses and other    current assets	—		391		245		341		9			986
Total current assets	45		1,800		5,975		9,053		(8,973		)	7,900
Property, plant and equipment - net	—		934		777		2,075		—			3,786
Other noncurrent assets
Goodwill	—		1,382		6,350		6,711		—			14,443
Other intangible assets	—		231		4,094		3,255		—			7,580
Deferred income taxes	—		941		—		195		(783		)	353
Investment in subsidiaries	20,662		7,678		21,912		6,931		(57,183		)	—
Intercompany loans receivable	—		7,650		13,262		14,125		(35,037		)	—
Other assets	—		459		124		1,165		—			1,748
Total assets	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	753	$	—	$	4	$	—		$	757
Current portion of long-term debt	—		303		8		3		—			314
Accounts payable	—		424		344		1,111		—			1,879
Intercompany accounts payable	2		2,794		3,099		3,048		(8,943		)	—
Accrued compensation	—		129		74		259		—			462
Other current liabilities	—		523		411		1,173		(4		)	2,103
Total current liabilities	2		4,926		3,936		5,598		(8,947		)	5,515
Noncurrent liabilities
Long-term debt	—		8,398		1,331		36		—			9,765
Pension liabilities	—		895		232		876		—			2,003
Other postretirement benefits    liabilities	—		454		189		99		—			742
Deferred income taxes	—		—		1,397		934		(783		)	1,548
Intercompany loans payable	5,592		1,401		14,857		13,187		(35,037		)	—
Other noncurrent liabilities	—		440		157		462		—			1,059
Total noncurrent liabilities	5,592		11,588		18,163		15,594		(35,820		)	15,117
Shareholders’ equity
Eaton shareholders' equity	15,113		4,561		30,395		22,263		(57,219		)	15,113
Noncontrolling interests	—		—		—		55		10			65
Total equity	15,113		4,561		30,395		22,318		(57,209		)	15,178
Total liabilities and equity	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by    operating activities	$	104		$	739		$	428		$	1,067		$	(53	)	$	2,285
Investing activities
Capital expenditures for property,    plant and equipment	—			(171		)	(119		)	(324		)	—			(614		)
Cash paid for acquisitions of    businesses, net of cash acquired	—			—			—			(9		)	—			(9		)
Sales (purchases) of short-term    investments - net	—			25			(95		)	(218		)	—			(288		)
Loans to affiliates	—			(535		)	(545		)	(6,215		)	7,295			—
Repayments of loans from affiliates	—			36			626			5,795			(6,457		)	—
Proceeds from the sales    of businesses	—			—			—			777			—			777
Other - net	—			(41		)	(12		)	(15		)	—			(68		)
Net cash (used in) provided by     investing activities	—			(686		)	(145		)	(209		)	838			(202		)
Financing activities
Proceeds from borrowings	—			—			—			9			—			9
Payments on borrowings	—			(1,048		)	(43		)	(5		)	—			(1,096		)
Proceeds from borrowings from    affiliates	—			2,395			4,260			640			(7,295		)	—
Payments on borrowings from    affiliates	—			(2,921		)	(2,874		)	(662		)	6,457			—
Other intercompany financing    activities	688			1,365			(1,630		)	(423		)	—			—
Cash dividends paid	(796		)	—			—			—			—			(796		)
Cash dividends paid to affiliates	—			—			—			(53		)	53			—
Exercise of employee stock    options	—			121			—			—			—			121
Excess tax benefit from    equity-based compensation	—			32			—			—			—			32
Other - net	—			—			—			(6		)	—			(6		)
Net cash used in    financing activities	(108		)	(56		)	(287		)	(500		)	(785		)	(1,736		)
Effect of currency on cash	—			—			—			(9		)	—			(9		)
Total (decrease) increase in cash	(4		)	(3		)	(4		)	349			—			338
Cash at the beginning of the period	7			54			14			502			—			577
Cash at the end of the period	$	3		$	51		$	10		$	851		$	—		$	915

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash (used in) provided by    operating activities	$	(35	)	$	1,012		$	217		$	487		$	(17	)	$	1,664
Investing activities
Capital expenditures for property,    plant and equipment	—			(291		)	(73		)	(229		)	—			(593		)
Cash paid for acquisitions of    businesses, net of cash acquired	(6,542		)	—			11			(405		)	—			(6,936		)
Sales of short-term investments - net	—			175			210			218			—			603
Loans to affiliates	—			(6,693		)	—			(8,054		)	14,747			—
Repayments of loans from affiliates	—			268			—			8,175			(8,443		)	—
Proceeds from the sales    of businesses	—			2			—			1			—			3
Other - net	—			(28		)	2			(23		)	—			(49		)
Net cash (used in) provided by     investing activities	(6,542		)	(6,567		)	150			(317		)	6,304			(6,972		)
Financing activities
Proceeds from borrowings	—			7,156			—			—			—			7,156
Payments on borrowings	—			(1,306		)	(16		)	(2		)	—			(1,324		)
Payments of financing costs	—			(117		)	—			—			—			(117		)
Proceeds from borrowings from    affiliates	5			8,054			6,425			263			(14,747		)	—
Payments on borrowings from    affiliates	(5		)	(8,175		)	—			(263		)	8,443			—
Other intercompany financing    activities				273			(340		)	67			—			—
Cash dividends paid	—			(512		)	—			—			—			(512		)
Cash dividends paid to affiliates	—			—			—			(17		)	17			—
Exercise of employee stock options	—			95			—			—			—			95
Issuance (repurchase) of shares	6,584			—			(6,425		)	—			—			159
Excess tax benefit from equity-based    compensation	—			21			—			—			—			21
Other - net	—			—			—			2			—			2
Net cash provided by (used in)    financing activities	6,584			5,489			(356		)	50			(6,287		)	5,480
Effect of currency on cash	—			—			—			20			—			20
Total increase (decrease) in cash	7			(66		)	11			240			—			192
Cash at the beginning of the period	—			120			3			262			—			385
Cash at the end of the period	$	7		$	54		$	14		$	502		$	—		$	577

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by operating activities	$	613		$	171		$	1,017		$	(553	)	$	1,248
Investing activities
Capital expenditures for property,    plant and equipment	(249		)	(39		)	(280		)	—			(568		)
Cash paid for acquisitions of    businesses, net of cash acquired	(24		)	(2		)	(299		)	—			(325		)
Sales of short-term investments - net	27			—			76			—			103
Loans to affiliates	(149		)	—			(5,855		)	6,004			—
Repayments of loans from affiliates	100			—			5,650			(5,750		)	—
Proceeds from the sales of businesses	1			14			—			—			15
Other - net	(24		)	(9		)	8			—			(25		)
Net cash used in investing activities	(318		)	(36		)	(700		)	254			(800		)
Financing activities
Proceeds from borrowings	379			—			2			—			381
Payments on borrowings	(70		)	—			(8		)	—			(78		)
Payments of financing costs	(3		)	—			—			—			(3		)
Proceeds from borrowings from affiliates	5,855			—			149			(6,004		)	—
Payments on borrowings from affiliates	(5,650		)	—			(100		)	5,750			—
Other intercompany financing activities	(42		)	(106		)	148			—			—
Cash dividends paid	(462		)	—			—			—			(462		)
Cash dividends paid to affiliates	—			(32		)	(521		)	553			—
Exercise of employee stock options	71			—			—			—			71
Repurchase of shares	(343		)	—			—			—			(343		)
Excess tax benefit from equity-based compensation	57			—			—			—			57
Other - net	—			—			(4		)	—			(4		)
Net cash used in financing activities	(208		)	(138		)	(334		)	299			(381		)
Effect of currency on cash	—			—			(15		)	—			(15		)
Total increase (decrease) in cash	87			(3		)	(32		)	—			52
Cash at the beginning of the period	33			6			294			—			333
Cash at the end of the period	$	120		$	3		$	262		$	—		$	385

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Fair Value Measurements

12 Months Ended

Dec. 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)
2013
Cash	$	915		$	915	$	—		$	—
Short-term investments	794			794		—			—
Net derivative contracts	(35		)	—		(35		)	—
Long-term debt converted to floating interest rates by    interest rate swaps - net	(39		)	—		(39		)	—
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 $9,536 and fair value of $9,665 at December 31, 2013 compared to $10,079 and $10,796, 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 and is considered a Level 2 fair value measurement.

Short-Term Investments

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

	2013		2012
Time deposits, certificate of deposits and demand deposits with banks	$	279	$	293
Money market investments	512		228
Other	3		6
Total short-term investments	$	794	$	527

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Equity-Based Compensation Stock Options Activity (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Equity-based compensation
Closing price of Eaton ordinary shares on last trading day	$ 76.12
Weighted-average price per option [Member]
Equity-based compensation
Outstanding at January 1, 2013	$ 39.45
Granted	$ 63.15
Exercised	$ 35.76
Forfeited and cancelled	$ 50.76
Outstanding at December, 31 2013	$ 43.43
Exercisable at December 31, 2013	$ 40.05
Stock Options [Member]
Equity-based compensation
Outstanding at January 1, 2013, shares	10.8
Granted	0.8
Exercised	(3.6)
Forfeited and cancelled	(0.1)
Outstanding at December 31, 2013, shares	7.9
Exercisable at December 31, 2012	6.4
Reserved for future grants at December 31, 2013	17.7
Weighted-average remaining contractual life in years [Member]
Equity-based compensation
Outstanding at December 31, 2013	4 years 5 months
Exercisable at December 31, 2013	3 years 5 months
Aggregate Intrinsic Value [Member]
Equity-based compensation
Outstanding at December 31, 2013	$ 259
Exercisable at December 31, 2013	$ 232

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Legal Contingencies

Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, patent infringement, personal injuries (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 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 December 31, 2013, the Company has a total accrual of 76 Brazilian Reais related to this matter ($32 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ($25 based on current exchange rates) with an additional 16 Brazilian Reais recognized through December 31, 2013 ($7 based on current exchange rates) due to subsequent accruals for interest and inflation. In 2010, Eaton filed motions for clarification with the Brazilian court of appeals which were denied on April 6, 2011. Eaton Holding and Eaton Ltda. filed appeals on various issues to the Superior Court of Justice in Brasilia. In April 2013, the Superior Court of Justice ruled in favor of Raysul. Additional motions for clarification have been filed with the Superior Court of Justice in Brasilia and an additional appeal is being considered. 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 Third Circuit 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 Court of Appeals 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 could be re-considered for reliability and admissibility. Injunctive relief also was vacated. On remand to the District Court, plaintiffs submitted an amended damages report in which their expert opined that damages range between $475 and $800. On December 20, 2013, the District Court ruled that the plaintiffs' damages expert could testify at trial and be subjected to cross-examination. The District Court held a status conference on January 14, 2014 at which it stated that a damages trial will be scheduled in 2014. Eaton's damages expert opined that damages are zero. An estimate of any potential loss related to this action cannot be made at this time.

Frisby Corporation, now known as Triumph Actuation Systems, LLC, and other claimants (collectively, the Frisby Parties) asserted claims alleging, among other things, unfair competition, defamation, malicious prosecution, deprivation of civil rights, and antitrust in the Hinds County Circuit Court of Mississippi in 2004 and in the Federal District Court of North Carolina in 2011. Eaton had asserted claims against the Frisby Parties regarding improper use of trade secrets and these claims were dismissed by the Hinds County Circuit Court. On September 25, 2013, the Mississippi Supreme Court issued an order that stayed all proceedings in the Hinds County Circuit Court pending further order of the Mississippi Supreme Court. On November 21, 2013, the Mississippi Supreme Court upheld the dismissal of Eaton's claims but did not lift the stay on all proceedings in the Hinds County Circuit Court. Prior to the stay, the Frisby Parties submitted various expert damage designations related to their claims to the Hinds County Circuit Court, claiming damages of at least $376. Eaton disputes liability to the Frisby Parties and Eaton's experts dispute the amount of damages claimed by the experts for the Frisby Parties. An estimate of any potential loss related to this action cannot be made at this time.

Environmental Contingencies

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

Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law, or the state equivalents thereof, at a number of disposal sites. The Company became involved in these sites through the Company's voluntary decision, in connection with business acquisitions, or as a result of government action. At the end of 2013, the Company was involved with a total of 149 sites worldwide, including the Superfund sites mentioned above, with none of these sites being individually significant to the Company.

Remediation activities, generally involving soil and/or groundwater contamination, include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility study, design and action planning, performance (where actions may range from monitoring, to removal of contaminants, to installation of longer-term remediation systems), and operation and maintenance of a remediation system. The extent of expected remediation activities and costs varies by site. A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs when it is probable that a liability has been incurred. Actual results may differ from these estimates. At December 31, 2013 and 2012, the Company had an accrual totaling $149 and $158, respectively, for these costs.

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

Warranty Accruals

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

	2013			2012			2011
Balance at January 1	$	185		$	158		$	153
Provision	107			85			98
Settled	(99		)	(84		)	(94		)
Other	(4		)	26			1
Balance at December 31	$	189		$	185		$	158

At December 31, 2012, amounts included in Other and related to the acquisition of Cooper total $24. For additional information about acquisitions of businesses, see Note 2.

Lease Commitments

Eaton leases certain real properties and equipment. A summary of minimum rental commitments at December 31, 2013 under noncancelable operating leases, which expire at various dates and in most cases contain renewal options, for each of the next five years and thereafter in the aggregate, follow:

2014	$	185
2015	144
2016	100
2017	72
2018	57
Thereafter	92
Total noncancelable lease commitments	$	650

A summary of rental expense follows:

2013	$	241
2012	199
2011	194

XML

Retirement Benefits Plans Retirement Benefits Plans - Employer Contributions to Retirement Benefits Plans (Details 9) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plans and Other Postretirement Benefit Plans
Funding postretirement Medicare Part D prescription drug benefits into VEBA trust				$ 154
VEBA target trust allocation in diversified global equities		50.00%
VEBA target trust allocation in fixed income securities		50.00%
United States pension plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Employer contributions to pension plans	254	196	311	264
Non-United States pension plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Employer contributions to pension plans	108	145	102	108
Total pension plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans
Employer contributions to pension plans	$ 362	$ 341	$ 413	$ 372

XML

Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-term Debt

DEBT

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

	2013			2012
4.90% notes due 2013	$	—		$	300
5.95% notes due 2014 ($100 converted to floating rate by interest rate swap)	250			250
Floating rate notes due 2014 ($300 converted to fixed rate by interest rate swap)	300			300
5.45% debentures due 2015	300			300
4.65% notes due 2015	100			100
0.95% senior notes due 2015	600			600
2.375% debentures due 2016	240			250
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)	250			250
6.10% debentures due 2017	289			300
1.50% senior notes due 2017 ($450 converted to floating rate by interest rate swap)	1,000			1,000
5.60% notes due 2018 ($415 converted to floating rate by interest rate swap)	450			450
4.215% Japanese Yen notes due 2018	95			116
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)	300			300
3.875% debentures due 2020 ($150 converted to floating rate by interest rate swap)	239			250
3.47% notes due 2021 ($150 converted to floating rate by interest rate swap)	300			300
8.10% debentures due 2022	100			100
2.75% senior notes due 2022 ($1,100 converted to floating rate by interest rate swap)	1,600			1,600
3.68% notes due 2023 ($150 converted to floating rate by interest rate swap)	300			300
6.50% debentures due 2025	145			145
7.65% debentures due 2029 ($50 converted to floating rate by interest rate swap)	200			200
4.00% senior notes due 2032	700			700
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)	136			140
5.80% notes due 2037	240			240
4.15% senior notes due 2042	1,000			1,000
5.25% to 12.5% notes (maturities ranging from 2013 to 2035, including $50 converted to    floating rate by interest rate swap)	249			255
Other	153			333
Total long-term debt	9,536			10,079
Less current portion of long-term debt	(567		)	(314		)
Long-term debt less current portion	$	8,969		$	9,765

At December 31, 2013, short-term debt of $13 was comprised entirely of short-term debt outside the United States. Short-term debt of $757 at December 31, 2012 included an outstanding borrowing of $669 on a $6.75 billion, 364-day bridge facility, as described below, $75 of short-term commercial paper in the United States which had a weighted-average interest rate of 0.50%, $9 of other short-term debt in the United States, and $4 of short-term debt outside the United States. Borrowings outside the United States are generally denominated in local currencies. Operations outside the United States had available short-term lines of credit of $2,069 from various banks worldwide at December 31, 2013.

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. Related deferred financing fees totaled $69, of which $68 were amortized in Interest expense - net as of December 31, 2012. On February 1, 2013, Eaton repaid the outstanding balance on the Facility.

On November 20, 2012, Eaton issued senior notes (the Senior Notes) totaling $4,900 to finance the cash portion of the acquisition of Cooper. The Senior Notes are comprised of five tranches which mature in 2015, 2017, 2022, 2032 and 2042, with interest payable semi-annually at a respective rate of 0.95%, 1.50%, 2.75%, 4.00% and 4.15%. Eaton received proceeds totaling $4,853 from the issuance, net of financing costs and nominal discounts. The Senior Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The Senior Notes contain an optional redemption provision by which the Company may make an offer to purchase all or any part of the Senior Notes at a purchase price of the greater of (a) 100% of the principal amount of the respective Senior Notes being redeemed, or (b) the sum of the present values of the respective remaining scheduled payments of principal and interest, discounted to the redemption date on a semi-annual basis, plus basis points ranging from 10 to 25 based on the respective Senior Note tranche. The Senior Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Senior Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. At December 31, 2012, capitalized deferred financing fees totaled $40. The capitalized deferred financing fees and nominal discounts are amortized in Interest expense - net over the respective terms of the Senior Notes. The Senior Notes are subject to customary non-financial covenants. On November 14, 2013, the Senior Notes were exchanged for Senior Notes registered under the Securities Act of 1933. See Note 15 for additional information about the Senior Notes.

On June 28, 2012, Eaton received proceeds totaling $600 from the private issuance of $300, 3.47% notes due June 28, 2021 and $300, 3.68% notes due June 28, 2023 (collectively, the Notes). Interest is payable semi-annually. The Notes contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Notes at a purchase price of 100% of the principal amount plus accrued and unpaid interest. The Notes are subject to certain customary covenants and are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries.

On June 14, 2012, Eaton refinanced a $500, three-year revolving credit facility and a $500, five-year revolving credit facility with a $750three-year revolving credit facility that will expire June 14, 2015 and a $750, five-year revolving credit facility that will expire June 14, 2017, respectively. Eaton also maintains a $500, five-year revolving credit facility that expires in 2016. The 2012 refinancings increased long-term revolving credit facilities from $1,500 to $2,000. The revolving credit facilities are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries, including Cooper on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton's revolving credit facilities at December 31, 2013 or 2012.

Eaton is in compliance with each of its debt covenants for all periods presented. Eaton Corporation and Cooper each issued guarantees on November 30, 2012 and January 8, 2013, respectively, on all material outstanding debt of the other.

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

2014	$	567
2015	1,005
2016	250
2017	1,540
2018	582

Interest paid on debt follows:

2013	$	294
2012	237
2011	174

XML

Retirement Benefits Plans

12 Months Ended

Dec. 31, 2013

General Discussion of Pension and Other Postretirement Benefits [Abstract]

RETIREMENT BENEFITS PLANS

RETIREMENT BENEFITS PLANS

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

Obligations and Funded Status

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Funded status
Fair value of plan assets	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146
Benefit obligations	(3,625		)	(3,817		)	(2,127		)	(2,017		)	(867		)	(950		)
Funded status	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in the Consolidated    Balance Sheets
Non-current assets	$	44		$	—		$	86		$	72		$	—		$	—
Current liabilities	(15		)	(15		)	(30		)	(33		)	(61		)	(62		)
Non-current liabilities	(714		)	(1,195		)	(751		)	(808		)	(668		)	(742		)
Total	$	(685	)	$	(1,210	)	$	(695	)	$	(769	)	$	(729	)	$	(804	)
Amounts recognized in Accumulated other    comprehensive loss (pretax)
Net actuarial loss	$	1,051		$	1,618		$	515		$	550		$	190		$	269
Prior service cost (credit)	3			1			13			9			(6		)	(7		)
Other	—			2			—			—			—			—
Total	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Change in Benefit Obligations

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	3,817		$	2,899		$	2,017		$	1,505		$	950		$	853
Service cost	128			115			62			50			20			17
Interest cost	147			134			80			77			35			38
Actuarial (gain) loss	(223		)	264			21			196			(54		)	34
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			36			54			(2		)	—
Acquisitions	—			536			—			212			—			74
Other	2			1			1			1			21			28
Balance at December 31	$	3,625		$	3,817		$	2,127		$	2,017		$	867		$	950
Accumulated benefit obligation	$	3,458		$	3,639		$	2,003		$	1,885

Change in Plan Assets

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	2,607		$	1,664		$	1,248		$	989		$	146		$	156
Actual return on plan assets	383			293			118			86			15			13
Employer contributions	196			311			145			102			59			43
Gross benefits paid	(246		)	(132		)	(90		)	(78		)	(103		)	(94		)
Currency translation	—			—			15			39			—			—
Acquisitions	—			471			—			128			—			—
Other	—			—			(4		)	(18		)	21			28
Balance at December 31	$	2,940		$	2,607		$	1,432		$	1,248		$	138		$	146

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

	United States pension liabilities				Non-United States pension liabilities
	2013		2012		2013		2012
Projected benefit obligation	$	3,166	$	3,817	$	1,411	$	1,412
Accumulated benefit obligation	2,999		3,639		1,349		1,307
Fair value of plan assets	2,437		2,607		635		657

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

	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2013			2012			2013			2012			2013			2012
Balance at January 1	$	1,621		$	1,602		$	559		$	358		$	262		$	248
Prior service cost arising during the year	2			1			4			—			—			—
Net (gain) loss arising during the year	(381		)	154			(12		)	205			(63		)	27
Currency translation	—			—			6			15			(1		)	—
Less amounts included in expense during the year	(186		)	(138		)	(29		)	(19		)	(14		)	(13		)
Other	(2		)	2			—			—			—			—
Net change for the year	(567		)	19			(31		)	201			(78		)	14
Balance at December 31	$	1,054		$	1,621		$	528		$	559		$	184		$	262

Benefits Expense

	United States pension benefit expense									Non-United States pension benefit expense									Other postretirement benefits expense
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Service cost	$	128		$	115		$	93		$	62		$	50		$	48		$	20		$	17		$	15
Interest cost	147			134			132			80			77			78			35			38			41
Expected return on plan assets	(226		)	(183		)	(164		)	(85		)	(77		)	(70		)	(6		)	(6		)	—
Amortization	133			118			75			27			15			13			14			13			12
	182			184			136			84			65			69			63			62			68
Curtailment loss	—			—			—			1			1			1			—			—			—
Settlement loss	53			20			17			1			3			4			—			—			—
Total expense	$	235		$	204		$	153		$	86		$	69		$	74		$	63		$	62		$	68

The estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost in 2014 follow:

	United States pension liabilities		Non-United States pension liabilities		Other postretirement liabilities
Actuarial loss	$	155	$	26	$	9
Prior service cost (credit)	—		1		(2		)
Total	$	155	$	27	$	7

Retirement Benefits Plans Assumptions

Pension Plans

	United States pension plans						Non-United States pension plans
	2013		2012		2011		2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.67	%	3.97	%	4.70	%	4.20	%	4.17	%	5.12	%
Rate of compensation increase	3.16	%	3.16	%	3.15	%	3.12	%	3.09	%	3.62	%
Assumptions used to determine expense
Discount rate	3.97	%	4.70	%	5.50	%	4.17	%	5.12	%	5.40	%
Expected long-term return on plan assets	8.45	%	8.50	%	8.50	%	6.92	%	7.10	%	7.17	%
Rate of compensation increase	3.16	%	3.15	%	3.61	%	3.09	%	3.62	%	3.63	%

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

Other Postretirement Benefits Plans

Substantially all of the obligation for other postretirement benefits plans relates to United States plans. Assumptions used to determine other postretirement benefits obligations and expense follow:

	Other postretirement benefits plans
	2013		2012		2011
Assumptions used to determine benefit obligation at year-end
Discount rate	4.48	%	3.79	%	4.60	%
Health care cost trend rate assumed for next year	6.64	%	6.96	%	7.60	%
Ultimate health care cost trend rate	4.77	%	4.53	%	4.50	%
Year ultimate health care cost trend rate is achieved	2023		2022		2020
Assumptions used to determine expense
Discount rate	3.79	%	4.60	%	5.20	%
Initial health care cost trend rate	6.96	%	7.60	%	8.10	%
Ultimate health care cost trend rate	4.53	%	4.50	%	4.50	%
Year ultimate health care cost trend rate is achieved	2022		2020		2020

Assumed health care cost trend rates may have a significant effect on the amounts reported for the health care plans. A 1-percentage point change in the assumed health care cost trend rates would have the following effects:

	1% increase		1% decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement liabilities	21		(19		)

Employer Contributions to Retirement Benefits Plans

Contributions to pension plans that Eaton expects to make in 2014, and made in 2013, 2012 and 2011, follow:

	2014		2013		2012		2011
United States plans	$	254	$	196	$	311	$	264
Non-United States plans	108		145		102		108
Total contributions	$	362	$	341	$	413	$	372

During 2011, Eaton contributed $154 into a Voluntary Employee Benefit Association (VEBA) trust for the pre-funding of postretirement Medicare Part D prescription drug benefits for the Company's eligible United States employees and retirees.

The following table provides the estimated pension and other postretirement benefit payments for each of the next five years, and the five years thereafter in the aggregate. For other postretirement benefits liabilities, the expected subsidy receipts relate to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, which would reduce the gross payments listed below.

	Estimated United States pension payments		Estimated non-United States pension payments		Estimated other postretirement benefit payments
					Gross		Medicare prescription drug subsidy
2014	$	314	$	91	$	93	$	(6	)
2015	256		92		86		(6		)
2016	273		94		82		(6		)
2017	277		99		78		(5		)
2018	283		101		74		(4		)
2019 - 2023	1,499		545		316		(13		)

Pension Plan Assets

Investment policies and strategies are developed on a country specific basis. The United States plans, representing 67% of worldwide pension assets, and the United Kingdom plans representing 26% of worldwide pension assets, are invested primarily for growth, as the majority of the assets are in plans with active participants and ongoing accruals. In general, the plans have their primary allocation to diversified, global equities, primarily through index funds in the form of common collective trusts. The United States plans' target allocation is 36% United States equities, 32% non-United States equities, 7% real estate (primarily equity of real estate investment trusts) and 25% debt securities and other, including cash equivalents. The United Kingdom plans' target asset allocations are 57% equities and the remainder in debt securities and real estate investments. The equity risk for the plans is managed through broad geographic diversification and diversification across industries and levels of market capitalization. The majority of debt allocations for these plans are longer duration government and corporate debt. The United States pension plans are authorized to use derivatives to achieve more economically desired market exposures and to use futures, swaps and options to gain or hedge exposures.

Other Postretirement Benefits Plan Assets

The VEBA trust which holds U.S. other postretirement benefits plan assets has investment guidelines that include allocations to global equities and fixed income investments. The trust's target investment allocation is 50% diversified global equities and 50% fixed income securities. The fixed income securities are primarily comprised of intermediate term, high quality, dollar denominated, fixed income instruments. The equity allocation is invested in a diversified global equity index fund in the form of a collective trust.

Fair Value Measurements

Financial instruments included in pension and other postretirement benefits plan assets are categorized into a fair value hierarchy of three levels, based on the degree of subjectivity inherent in the valuation methodology as follows:

Level 1 - Quoted prices (unadjusted) for identical assets in active markets.

Level 2 - Quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Unobservable prices or inputs.

Pension Plans

A summary of the fair value of pension plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Non-United States equity and global equities	$	1,453	$	—	$	1,453	$	—
United States equity	1,153		—		1,153		—
Fixed income	609		—		609		—
Long duration funds	63		—		63		—
Exchange traded funds	64		—		64		—
Fixed income securities	274		—		274		—
United States treasuries	63		63		—		—
Real estate securities	220		214		—		6
Equity securities	141		141		—		—
Cash equivalents	187		6		181		—
Exchange traded funds	47		47		—		—
Other	98		—		4		94
Total pension plan assets	$	4,372	$	471	$	3,801	$	100

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2012
Common collective trusts
Non-United States equity and global equities	$	1,313	$	—	$	1,313	$	—
United States equity	978		—		978		—
Fixed income	538		—		538		—
Long duration funds	61		—		61		—
Exchange traded funds	43		—		43		—
Fixed income securities	331		—		331		—
United States treasuries	143		143		—		—
Real estate securities	124		119		—		5
Equity securities	104		104		—		—
Cash equivalents	140		7		133		—
Exchange traded funds	40		40		—		—
Other	40		3		1		36
Total pension plan assets	$	3,855	$	416	$	3,398	$	41

Other Postretirement Benefits Plans

A summary of the fair value of other postretirement benefits plan assets at December 31, 2013 and 2012, follows:

	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2013
Common collective trusts
Global equities	$	70	$	—	$	70	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	1		1		—		—
Total other postretirement benefits plan assets	$	138	$	39	$	99	$	—

2012
Common collective trusts
Global equities	$	75	$	—	$	75	$	—
Fixed income securities	29		—		29		—
United States treasuries	38		38		—		—
Cash equivalents	4		4		—		—
Total other postretirement benefits plan assets	$	146	$	42	$	104	$	—

Valuation Methodologies

Following is a description of the valuation methodologies used for pension and other postretirement benefits plan assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

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

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

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

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

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

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

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

For additional information regarding fair value measurements, see Note 11.

Defined Contribution Plans

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

2013	$	121
2012	74
2011	65

XML

Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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

	Income before income taxes
	2013		2012		2011
Ireland	$	184	$	—	$	—
Foreign	1,700		1,251		1,553
Total income before income taxes	$	1,884	$	1,251	$	1,553

	Income tax expense (benefit)
	2013			2012			2011
Current
Ireland	$	17		$	—		$	—
United States
Federal	89			1			85
State and local	7			5			2
Foreign - other	244			130			186
Total current income tax expense	357			136			273
Deferred
Ireland	—			—			—
United States
Federal	(295		)	39			(2		)
State and local	(23		)	2			8
Foreign - other	(28		)	(146		)	(78		)
Total deferred income tax benefit	(346		)	(105		)	(72		)
Total income tax expense	$	11		$	31		$	201

Reconciliations of income taxes from the Ireland national statutory rate of 25% in 2013, and the United States federal statutory rate of 35% in 2012 and 2011, to the consolidated effective income tax rate follow:

	2013		2012		2011
Income taxes at the applicable statutory rate	25.0	%	35.0	%	35.0	%
Ireland tax on trading income	(1.4	)%	—	%	—	%
United States operations
United States income (loss)	(2.8	)%	—	%	—	%
State and local income taxes	(0.5	)%	0.6	%	0.2	%
Deductible dividends	—	%	(0.7	)%	(0.5	)%
Deductible interest	(0.3	)%	(0.8	)%	(0.5	)%
Credit for research activities	(2.0	)%	—	%	(1.0	)%
Impact of U.S. Health Care Reform and Education Reconciliation Act    and pre-funding on taxation associated with Medicare Part D	—	%	—	%	(0.9	)%
Other - net	2.1	%	2.7	%	0.5	%
Other foreign operations
United States foreign tax credit	(1.8	)%	(12.4	)%	(2.3	)%
Other foreign operations (earnings taxed at other than    the applicable statutory tax rate)	(17.6	)%	(14.9	)%	(15.5	)%
Other foreign operations - other items	0.2	%	—	%	—	%
Worldwide operations
Adjustments to tax liabilities	(1.1	)%	(5.7	)%	(0.8	)%
Adjustments to valuation allowances	0.8	%	(1.3	)%	(1.3	)%
Effective income tax expense rate	0.6	%	2.5	%	12.9	%

During 2013, income tax expense of $11 was recognized (an effective tax rate of 0.6%) compared to $31 for 2012 (an effective tax rate of 2.5%) and $201 for 2011 (an effective tax rate of 12.9%). The lower effective tax rate for 2013, compared to 2012, was primarily attributable to the effects associated with the acquisition of Cooper, along with greater levels of income in lower tax jurisdictions, additional foreign tax credit utilization, and double credit for U.S. research and experimentation activities. On January 2, 2013, the President of the United States signed the American Taxpayer Relief Act of 2012 (the Act) into law. The Act extended certain tax benefits retroactively to January 1, 2012. The extension of the credit for research activities permitted the Company to recognize a total benefit of $39 related to the 2012 and 2013 tax years.

No provision has been made for income taxes on undistributed earnings of U.S. and other foreign subsidiaries of approximately $10.5 billion at December 31, 2013, since it is the Company's intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.

The Company's largest growth areas that require capital are in developing markets. The cash that is permanently reinvested is typically used to expand operations either organically or through acquisitions in such developing markets as well as other mature markets where the Company targets increased market share. Beginning in 2013, the Company's public dividends are funded by the Ireland parent primarily from Non-U.S. operations. The Company's United States operations normally generate cash flow sufficient to satisfy United States operating requirements and service its debt.

Worldwide income tax payments follow:

2013	$	272
2012	254
2011	191

Deferred Income Tax Assets and Liabilities

Components of current and long-term deferred income taxes follow:

	2013						2012
	Current assets and liabilities			Long-term assets and liabilities			Current assets and liabilities			Long-term assets and liabilities
Accruals and other adjustments
Employee benefits	$	116		$	657		$	92		$	857
Depreciation and amortization	(2		)	(2,294		)	(3		)	(2,793		)
Other accruals and adjustments	497			368			495			297
Other items	—			—			—			145
United States federal income tax loss carryforwards	—			—			—			6
United States federal income tax credit carryforwards	—			161			—			156
United States state and local tax loss carryforwards and    tax credit carryforwards	—			73			—			71
Other foreign tax loss carryforwards	—			1,708			—			1,591
Other foreign income tax credit carryforwards	—			63			—			67
Valuation allowance for income tax loss and income tax    credit carryforwards	—			(1,738		)	(61		)	(1,521		)
Other valuation allowances	(34		)	(71		)	(7		)	(71		)
Total deferred income taxes	$	577		$	(1,073	)	$	516		$	(1,195	)

At December 31, 2012, deferred tax liabilities of $49 were included within Other current liabilities.

At the end of 2013, United States federal income tax loss carryforwards and income tax credit carryforwards were available to reduce future United States federal income tax liabilities. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States federal income tax loss carryforwards	$	1	$	—	$	—	$	—	$	—	$	—
United States federal income tax credit carryforwards	3		70		—		69		19		(51		)

United States state and local tax loss carryforwards and tax credit carryforwards with a future tax benefit are also available at the end of 2013. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
United States state and local assets for income tax    loss carryforwards - net of federal tax effect	$	4	$	15	$	13	$	5	$	—	$	(15	)
United States state and local income tax credit    carryforwards - net of federal tax effect	11		9		7		3		6		(16		)

At December 31, 2013, certain other foreign subsidiaries had tax loss carryforwards and income tax credit carryforwards that are available to offset future taxable income. These carryforwards and their expiration dates are summarized below:

	2014 through 2018		2019 through 2023		2024 through 2028		2029 through 2033		Not subject to expiration		Valuation allowance
Other foreign income tax loss carryforwards	$	136	$	130	$	48	$	18	$	7,654	$	—
Other foreign deferred income tax assets for income    tax loss carryforwards	35		32		14		5		1,622		(1,646		)
Other foreign income tax credit carryforwards	39		13		2		—		9		(10		)

Recoverability of Deferred Income Tax Assets

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

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

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

Unrecognized Income Tax Benefits

A summary of gross unrecognized income tax benefits follows:

	2013			2012			2011
Balance at January 1	$	444		$	236		$	224
Increases and decreases as a result of positions taken during prior years
Transfers from valuation allowances	13			—			—
Other increases	7			1			3
Other decreases, including currency translation	(7		)	—			(14		)
Balances related to acquired businesses	2			177			2
Increases as a result of positions taken during the current year	35			36			31
Decreases relating to settlements with tax authorities	(6		)	—			(2		)
Decreases as a result of a lapse of the applicable statute of limitations	(9		)	(6		)	(8		)
Balance at December 31	$	479		$	444		$	236

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

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $371.

As of December 31, 2013 and 2012, Eaton had accrued approximately $114 and $99, respectively, for the payment of worldwide interest and penalties. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. The Company has accrued penalties in jurisdictions where they are automatically applied to any deficiency, regardless of the merit of the position.

The resolution of the majority of Eaton's unrecognized income tax benefits is dependent upon uncontrollable factors such as law changes; the prospect of retroactive regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. Therefore, for the majority of unrecognized income tax benefits, it is not reasonably possible to estimate the increase or decrease in the next 12 months. For each of the unrecognized income tax benefits where it is possible to estimate the increase or decrease in the balance within the next 12 months, the Company estimates tax settlements in the range of $35 to $43.

Eaton or its subsidiaries file income tax returns in Ireland and many countries around the world. The IRS has completed its examination of Eaton Corporation and Includible Subsidiaries United States income tax returns for 2005 and 2006 and has issued a Statutory Notice of Deficiency (Notice) as discussed below. The statute of limitations on these tax years remains open to the extent of the tax assessment until the matter is resolved. The IRS is currently examining the Eaton Corporation and Includible Subsidiaries United States income tax returns for 2007 through 2010. Tax years 2011 through 2013 are still subject to examination by the IRS.

With respect to the pre-acquisition years of Cooper Industries and Includible Subsidiaries, the IRS examination of the United States income tax return for 2010 was completed and settled during 2012 without significant effect on the consolidated financial statements. The statute of limitations remains open for tax year 2010 until September 15, 2014. During 2012, the IRS began its formal examination of the Cooper Industries and Includible Subsidiaries United States income tax return for 2011. The audit was completed and settled during 2013 without significant effect on the consolidated financial statements. The United States statute of limitations remains open for tax year 2011 until September 15, 2015. The final United States income tax return of Cooper Industries and Includible Subsidiaries for the period ended December 21, 2012 is currently under IRS examination. The United States statute of limitations on the final return will be open until September 15, 2016. On December 22, 2012, Cooper Industries and Includible Subsidiaries joined Eaton Corporation and Includible Subsidiaries consolidated United States income tax return for 2012.

Eaton is also under examination for the income tax filings in various states of the United States and in many other foreign jurisdictions. With only a few exceptions, Eaton Corporation and Includible Subsidiaries are no longer subject to income tax examinations from states and localities within the United States for years before 2009. Income tax returns of states and localities within the United States will be reopened to the extent of United States federal income tax adjustments, if any, going back to 2005 when those audit years are finalized. Some states and localities may not limit their assessment to the United States federal adjustments, and may require the opening of the entire tax year. In addition, with only a few exceptions, Cooper Industries and Includible Subsidiaries are no longer subject to United States state and local income tax examinations for years before 2009. With only a few exceptions, the other foreign subsidiaries of both Eaton and Cooper are no longer subject to examinations for years before 2008.

At the end of the fourth quarter of 2011, the IRS issued a Notice for Eaton Corporation and Includible Subsidiaries 2005 and 2006 tax years. The 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 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 retrospectively canceling the APAs, even though their respective APA terms had already expired.

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 APAs is also without merit, and represents a breach of the two agreements. 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 proof to substantiate cancellation of the APAs. On June 26, 2013, the U.S. Tax Court ruled that the IRS has the discretion to unilaterally cancel an APA and that the taxpayer bears the burden of proving that the IRS abused that discretion. While the Company disagrees with the Tax Court's ruling, the Company remains confident that it will be able to demonstrate that it was in full compliance with the APAs and that the IRS abused its discretion in canceling the APAs after their terms expired. In addition, the Company continues to believe the transfer pricing methodology contained in the APAs is correct and that the ultimate resolution of this matter will not have a material impact on the consolidated financial statements.

During 2013, the U.S. Tax Court approved the Company’s motion to depose the outside expert hired by the IRS, whose report was the sole basis underlying the Notice. As a result of statements made by the expert during the deposition, the Company determined that the IRS expert either failed to consider or improperly applied the principles of Internal Revenue Code Section 482, including four Treasury Regulations that impacted the expert’s analysis. As a result, the Company filed a motion for partial summary judgment asking the U.S. Tax Court to invalidate the Notice. This motion is currently pending before the U.S. Tax Court. In addition, the IRS filed a separate motion asking the U.S. Tax Court to divide the overall matter into two separate trials, one involving the APA issue and the other involving the transfer pricing issue. The Company is opposed to separating the trials. This motion is also pending before the U.S. Tax Court.

During 2010, Eaton Corporation received a significant tax assessment in Brazil for the tax years 2005 through 2008 that relates to the amortization of certain goodwill generated from the acquisition of third-party businesses and corporate reorganizations. In this jurisdiction, the Company had previously filed and received a favorable tax ruling on the key aspects of the transaction not specifically covered by the plain meaning of the local tax statutes. The ruling request fully disclosed all steps of the transaction. The tax assessment is under review at the second of three administrative appeals levels. The first administrative appeal level made a 50% reduction in assessed penalties. The Company disagrees with the assessment and intends to litigate the matter if it is not resolved at the administrative appeals levels. Multiple outside advisors have stated that Brazilian tax authorities are raising the issue for most clients with similar facts and that the matter is expected to require at least 10 years to resolve. During 2013, the Brazilian tax authorities began an audit of tax years 2009 through 2012. At this time, management believes that final resolution of the assessment will not have a material impact on the consolidated financial statements.

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Retirement Benefits Plans Retirement Benefits Plans - Defined Contribution Plans (Details 13) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Contribution Plans [Line Items]
Employer contributions to defined contribution plans	$ 121	$ 74	$ 65

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Equity-Based Compensation Information Related to Stock Options (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Equity-based compensation
Pretax expense for stock options	$ 11	$ 7	$ 5
After-tax expense for stock options	7	5	4
Proceeds from stock options exercised	121	95	71
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated Statements of Cash Flows	3	5	13
Excess tax benefit classified in financing activities in the Consolidated Statements of Cash Flows	22	13	33
Intrinsic value of stock options exercised	102	60	62
Total fair value of stock options vesting	11	7	5
Stock options exercised, shares	3,565	3,099	2,541
Non-vested stock option compensation expense not yet recognized	$ 14
Non-vested stock options weighted average period for total compensation expense to be recognized	2 years

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Income Taxes Income Before Income Taxes (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Before Income Taxes [Line Items]
Total income before income taxes	$ 1,884	$ 1,251	$ 1,553
Ireland
Income Before Income Taxes [Line Items]
Total income before income taxes	184	0	0
Foreign
Income Before Income Taxes [Line Items]
Total income before income taxes	$ 1,700	$ 1,251	$ 1,553

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Retirement Benefits Plans Retirement Benefits Plans - Fair Value of Other Postretirement Benefits Plan Assets (Details 12) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value of Other Postretirement Benefits Plan Assets [Line Items]
Global equities	$ 70	$ 75
Fixed income securities	29	29
United States treasuries	38	38
Cash equivalents	1	4
Total other postretirement benefits plan assets	138	146
Quoted prices in active markets for identical assets (Level 1) [Member]
Fair Value of Other Postretirement Benefits Plan Assets [Line Items]
Global equities	0	0
Fixed income securities	0	0
United States treasuries	38	38
Cash equivalents	1	4
Total other postretirement benefits plan assets	39	42
Other observable inputs (Level 2) [Member]
Fair Value of Other Postretirement Benefits Plan Assets [Line Items]
Global equities	70	75
Fixed income securities	29	29
United States treasuries	0	0
Cash equivalents	0	0
Total other postretirement benefits plan assets	99	104
Unobservable inputs (Level 3) [Member]
Fair Value of Other Postretirement Benefits Plan Assets [Line Items]
Global equities	0	0
Fixed income securities	0	0
United States treasuries	0	0
Cash equivalents	0	0
Total other postretirement benefits plan assets	$ 0	$ 0

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Amounts Recognized in Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments and Hedging Activities (Textuals) [Abstract]
Eaton's target percentage of managing intercompany balance sheet exposure	100.00%
Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) recognized in Accumulated other comprehensive loss	$ 6	$ 10
Cost of products sold and Interest expense - net [Member] | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) reclassified from Accumulated other comprehensive loss	0	(7)
Floating-to-fixed interest rate swaps | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) recognized in Accumulated other comprehensive loss	0	(3)
Floating-to-fixed interest rate swaps | Cost of products sold and Interest expense - net [Member] | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) reclassified from Accumulated other comprehensive loss	(1)	(1)
Currency exchange contracts | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) recognized in Accumulated other comprehensive loss	6	12
Currency exchange contracts | Cost of products sold and Interest expense - net [Member] | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) reclassified from Accumulated other comprehensive loss	2	1
Commodity contracts | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) recognized in Accumulated other comprehensive loss	0	1
Commodity contracts | Cost of products sold and Interest expense - net [Member] | Cash Flow Hedging [Member]
Amounts recognized in accumulated other comprehensive income
Gain (loss) reclassified from Accumulated other comprehensive loss	$ (1)	$ (7)

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 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)
2013
Cash	$	915		$	915	$	—		$	—
Short-term investments	794			794		—			—
Net derivative contracts	(35		)	—		(35		)	—
Long-term debt converted to floating interest rates by    interest rate swaps - net	(39		)	—		(39		)	—
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			—

Summary of carrying value of short-term investments

A summary of the carrying value of short-term investments follows:

	2013		2012
Time deposits, certificate of deposits and demand deposits with banks	$	279	$	293
Money market investments	512		228
Other	3		6
Total short-term investments	$	794	$	527

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Retirement Benefits Plans - Obligations and Funded Status (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Funded status
Fair value of plan assets	$ 4,372	$ 3,855
United States pension liabilities [Member]
Funded status
Fair value of plan assets	2,940	2,607	1,664
Benefit obligations	(3,625)	(3,817)	(2,899)
Funded status	(685)	(1,210)
Amounts recognized in the Consolidated Balance Sheets
Non-current assets	44	0
Current liabilities	(15)	(15)
Non-current liabilities	(714)	(1,195)
Total	(685)	(1,210)
Amounts recognized in Accumulated other comprehensive loss (pretax)
Net actuarial loss	1,051	1,618
Prior service cost (credit)	3	1
Other	0	2
Total	1,054	1,621	1,602
Non-United States pension liabilities [Member]
Funded status
Fair value of plan assets	1,432	1,248	989
Benefit obligations	(2,127)	(2,017)	(1,505)
Funded status	(695)	(769)
Amounts recognized in the Consolidated Balance Sheets
Non-current assets	86	72
Current liabilities	(30)	(33)
Non-current liabilities	(751)	(808)
Total	(695)	(769)
Amounts recognized in Accumulated other comprehensive loss (pretax)
Net actuarial loss	515	550
Prior service cost (credit)	13	9
Other	0	0
Total	528	559	358
Other postretirement liabilities [Member]
Funded status
Fair value of plan assets	138	146	156
Benefit obligations	(867)	(950)	(853)
Funded status	(729)	(804)
Amounts recognized in the Consolidated Balance Sheets
Non-current assets	0	0
Current liabilities	(61)	(62)
Non-current liabilities	(668)	(742)
Total	(729)	(804)
Amounts recognized in Accumulated other comprehensive loss (pretax)
Net actuarial loss	190	269
Prior service cost (credit)	(6)	(7)
Other	0	0
Total	$ 184	$ 262	$ 248

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Accounts Receivable and Inventory

12 Months Ended

Dec. 31, 2013

Accounts Receivable and Inventory [Abstract]

Accounts Receivable and Inventory

ACCOUNTS RECEIVABLE AND INVENTORY

Accounts Receivable

Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its accounts receivable based on the length of time the receivable is past due and any anticipated future write-off based on historic experience. Accounts receivable balances are written off against an allowance for doubtful accounts after a final determination of uncollectability has been made. Accounts receivable are net of an allowance for doubtful accounts of $79 and $85 at December 31, 2013 and 2012, respectively.

Inventory

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

The components of inventory follow:

	2013			2012
Raw materials	$	955		$	915
Work-in-process	428			423
Finished goods	1,115			1,131
Inventory at FIFO	2,498			2,469
Excess of FIFO over LIFO cost	(116		)	(133		)
Total inventory	$	2,382		$	2,336

Inventory at FIFO accounted for using the LIFO method was 45% and 43% at the end of 2013 and 2012, respectively.

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Acquisition Integration and Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2013

Acquisition Integration Charges [Line Items]

Acquisition Integration Charges and Transaction Costs

A summary of these charges follows:

	2013		2012		2011
Acquisition integration charges
Electrical Products	$	44	$	4	$	1
Electrical Systems and Services	37		13		9
Hydraulics	36		16		4
Total business segments	117		33		14
Corporate	37		11		—
Total acquisition integration charges	$	154	$	44	$	14
Transaction costs
Corporate	$	8	$	106	$	—
Financing fees	1		72		—
Total transaction costs	$	9	$	178	$	—
Total acquisition integration charges and transaction costs before    income taxes	$	163	$	222	$	14
Total after income taxes	$	110	$	167	$	10
Per ordinary share - diluted	$	0.23	$	0.48	$	0.03

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Business Segment and Geographic Region Information (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Segment Information
Net sales	$ 22,046	$ 16,311	$ 16,049
Segment operating profit	3,178	2,216	2,260
Amortization of intangible assets	(437)	(195)	(190)
Interest expense - net	(271)	(208)	(118)
Pension and other postretirement benefits expense	(183)	(162)	(142)
Inventory step-up adjustment	(34)	(42)	(5)
Other corporate expense - net	(369)	(358)	(252)
Income before income taxes	1,884	1,251	1,553
Income tax expense	11	31	201
Net income	1,873	1,220	1,352
Less net income for noncontrolling interests	(12)	(3)	(2)
Net income attributable to Eaton ordinary shareholders	1,861	1,217	1,350
Business segment acquisition integration pretax charges	117	33	14
Total business acquisition transaction cost	9	178	0
Entity-wide revenue, major customer, amount	0	0	0
Corporate, Non-Segment [Member]
Business Segment Information
Corporate acquisition integration charges	37	11	0
Electrical Products [Member]
Business Segment Information
Net sales	7,026	3,846	3,619
Segment operating profit	1,090	640	531
Business segment acquisition integration pretax charges	44	4	1
Hydraulics [Member]
Business Segment Information
Net sales	2,981	2,960	2,835
Segment operating profit	355	369	438
Business segment acquisition integration pretax charges	36	16	4
Aerospace [Member]
Business Segment Information
Net sales	1,774	1,719	1,648
Segment operating profit	252	213	244
All Segments [Member]
Business Segment Information
Business segment acquisition integration pretax charges	117	33	14
Electrical Systems and Services [Member]
Business Segment Information
Net sales	6,430	3,872	3,557
Segment operating profit	889	424	352
Business segment acquisition integration pretax charges	37	13	9
Vehicle [Member]
Business Segment Information
Net sales	3,835	3,914	4,390
Segment operating profit	$ 592	$ 570	$ 695

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Goodwill and Other Intangible Assets Other Intangibles Assets Related to the Acquisition of Cooper (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Indefinite-lived Intangible Assets [Line Items]
Total intangible assets at fair value for Cooper acquistion	$ 5,369
Relief-from-royalty [Member]
Indefinite-lived Intangible Assets [Line Items]
Contract-based	44
Relief-from-royalty [Member] | Trade names indefinite lived [Member]
Indefinite-lived Intangible Assets [Line Items]
Trade names (indefinite-lived)	1,410
Relief-from-royalty [Member] | Trade Name [Member]
Indefinite-lived Intangible Assets [Line Items]
Trade names	638
Customer relationship Cooper [Member] | Multi-period excess earnings [Member]
Indefinite-lived Intangible Assets [Line Items]
Customer relationships	2,510
Technology Cooper [Member] | Relief-from-royalty multi-period excess earnings [Member]
Indefinite-lived Intangible Assets [Line Items]
Technology	$ 767
Useful LIfe [Member] [Member] | Relief-from-royalty [Member]
Indefinite-lived Intangible Assets [Line Items]
Useful life	9.5
Useful LIfe [Member] [Member] | Relief-from-royalty [Member] | Trade names indefinite lived [Member]
Indefinite-lived Intangible Assets [Line Items]
Useful life	N/A
Useful LIfe [Member] [Member] | Relief-from-royalty [Member] | Trade Name [Member]
Indefinite-lived Intangible Assets [Line Items]
Useful life	3-20
Useful LIfe [Member] [Member] | Customer relationship Cooper [Member] | Multi-period excess earnings [Member]
Indefinite-lived Intangible Assets [Line Items]
Useful life	13-18
Useful LIfe [Member] [Member] | Technology Cooper [Member] | Relief-from-royalty multi-period excess earnings [Member]
Indefinite-lived Intangible Assets [Line Items]
Useful life	4-20

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Acquisitions and Sales of Businesses Fair Value of Consideration Transferred (Details) (USD $) Share data in Millions, unless otherwise specified	Nov. 30, 2012
Business Acquisition [Line Items]
Cooper shares	163.6
Cooper shares issued pursuant to conversion of stock options and share units under Cooper equity-based compensation plans	1.8
Total Cooper shares and share equivalents prior to transaction	165.4
Exchange ratio per share	0.77479
Total Eaton shares issued	128.1
Weighted-average Eaton Corporation per share price	$ 51.91
Total value of Eaton share consideration for purchase of Cooper	6,649,000,000
Total cash consideration paid for Cooper shares and share equivalents	6,474,000,000
Total cash consideration paid for equity-based compensation plans at fair value	69,000,000
Purchase price of Cooper	13,192,000,000
Cooper shareholders receipt of cash per ordinary share of Cooper Industries plc	$ 39.15

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities
Net income	$ 1,873	$ 1,220	$ 1,352
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization	997	598	556
Deferred income taxes	(311)	(155)	(113)
Pension and other postretirement benefits expense	384	335	295
Contributions to pension plans	(341)	(413)	(372)
Contributions to other postretirement benefits plans	(59)	(43)	(223)
Excess tax benefit from equity-based compensation	(32)	(21)	(57)
Changes in working capital
Accounts receivable - net	(231)	108	(219)
Inventory	(92)	166	(113)
Accounts payable	86	(220)	92
Accrued compensation	0	(52)	(38)
Accrued income and other taxes	1	(86)	123
Other current assets	(42)	117	11
Other current liabilites	(46)	30	(30)
Other - net	98	80	(16)
Net cash provided by operating activities	2,285	1,664	1,248
Investing activities
Capital expenditures for property, plant and equipment	(614)	(593)	(568)
Cash paid for acquisitions of businesses, net of cash acquired	(9)	(6,936)	(325)
(Purchases) sales of short-term investments - net	(288)	603	103
Proceeds from the sales of businesses	777	3	15
Other - net	(68)	(49)	(25)
Net cash used in investing activities	(202)	(6,972)	(800)
Financing activities
Proceeds from borrowings	9	7,156	381
Payments on borrowings	(1,096)	(1,324)	(78)
Payments of financing costs	0	(117)	(3)
Cash dividends paid	(796)	(512)	(462)
Exercise of employee stock options	121	95	71
Issuance (repurchase) of shares	0	159	(343)
Excess tax benefit from equity-based compensation	32	21	57
Other - net	(6)	2	(4)
Net cash (used in) provided by financing activities	(1,736)	5,480	(381)
Effect of currency on cash	(9)	20	(15)
Total increase in cash	338	192	52
Cash at the beginning of the period	577	385	333
Cash at the end of the period	$ 915	$ 577	$ 385

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Fair Value Measurements Fair Value Measurements (Details Textuals) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value Measurements Textuals Abstract
Long-term debt and current portion of long term debt, carrying value	$ 9,536	$ 10,079
Long-term debt and current portion of long-term debt, fair value	$ 9,665	$ 10,796

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Acquisitions and Sales of Businesses

12 Months Ended

Dec. 31, 2013

Acquistions and sale of businesses [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITIONS AND SALES OF BUSINESSES

In 2012 and 2011, Eaton acquired businesses and entered into a joint venture in separate transactions for combined purchase prices totaling $13,796 and $325, respectively. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation.

Cooper Industries plc

On November 30, 2012, Eaton Corporation acquired Cooper Industries plc (Cooper) for a purchase price of $13,192. At the completion of the transaction, the holder of each Cooper common share received from Eaton $39.15 in cash and 0.77479 of an Eaton ordinary share. As a result of the transaction, based on the number of outstanding shares of Eaton Corporation and Cooper as of November 30, 2012, former Eaton Corporation and Cooper shareholders held approximately 73% and 27%, respectively, of Eaton's ordinary shares after giving effect to the acquisition.

Cooper is 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. Cooper had annual sales of $5,409 for 2011. For segment reporting purposes, Cooper has been included in Electrical Products and Electrical Systems and Services business segments. See Note 14 for additional information about business segments.

Eaton's management believes the acquisition of Cooper will provide substantial synergies including, but not limited to, enhanced operational cost efficiencies, incremental revenue opportunities, the acceleration of Eaton’s long-term growth potential through greater exposure to faster growing end markets, increased earnings and cash flow and better access to capital markets as a result of enhanced size and an expanded business line.

Fair Value of Consideration Transferred

The total purchase price for the acquisition of Cooper was $13,192, comprised of Eaton share consideration valued at $6,649 and cash consideration for Cooper shares of $6,474 and to settle certain Cooper equity-based compensation plans of $69, as follows:

Cooper shares outstanding as of November 30, 2012	163.6
Cooper shares issued pursuant to conversion of stock options and share units outstanding under    Cooper equity-based compensation plans	1.8
Total Cooper shares and share equivalents prior to transaction	165.4
Exchange ratio per share	0.77479
Total Eaton shares issued	128.1
Weighted-average Eaton Corporation per share price on November 30, 2012	$	51.91
Total value of Eaton shares issued	$	6,649
Total cash consideration paid at $39.15 per Cooper share and share equivalent	6,474
Total cash consideration paid for equity-based compensation plans	69
Total consideration	$	13,192

Purchase Price Allocation

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. 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 purchase price allocation below represents Cooper's opening balance sheet on November 30, 2012 which was initially reported in Eaton's Form 10-K for the year ended December 31, 2012 and updated by Exhibit 99.1 of Eaton's current report on Form 8-K filed on September 6, 2013. During the measurement period which ended November 30, 2013, opening balance sheet adjustments were made to finalize Eaton's preliminary fair value estimates related primarily to intangible assets, goodwill, certain property values, contingent liabilities and the related deferred tax impact. Eaton's consolidated balance sheet at December 31, 2012 has been adjusted to reflect the final purchase price allocation. The Company did not revise the Consolidated Statement of Income for the year ended December 31, 2012, as any adjustment was considered immaterial.

	November 30, 2012 (as previously reported)			Adjustments			November 30, 2012 (final adjusted)
Working capital accounts (1)	$	2,304		$	(18	)	$	2,286
Prepaid expenses and other current assets	204			69			273
Property, plant and equipment	885			(40		)	845
Investment in Apex Tool Group, LLC	807			(7		)	800
Intangible assets	5,250			119			5,369
Other assets	35			30			65
Debt	(1,221		)	—			(1,221		)
Accounts payable	(519		)	3			(516		)
Other current liabilities	(673		)	(206		)	(879		)
Other noncurrent liabilities	(2,185		)	(177		)	(2,362		)
Total identifiable net assets	4,887			(227		)	4,660
Goodwill	8,305			227			8,532
Total consideration	$	13,192		$	—		$	13,192
(1) Working capital accounts include Cash, Short-term investments, Accounts receivable and Inventory.

Goodwill has been allocated to the Electrical Products and Electrical Systems and Services segments. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce, which are further described above. Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about goodwill and other intangible assets.

The estimated fair value of Accounts receivable is based on the historical gross contractual amount receivable as of the acquisition date and totals $955.

Contingent liabilities assumed as part of the transaction total $419 and are included in Other current liabilities and Other noncurrent liabilities. These contingent liabilities are related to environmental, legal (including product liability claims) and tax matters. Contingent liabilities are recorded at fair value in purchase accounting, aside from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Legal matters, and certain environmental matters that are legal in nature, are recorded at the respective probable and estimable amount.

Actual and Pro Forma Impact

Eaton's Consolidated Financial Statements for the year ended December 31, 2012 include Cooper's results of operations from the date of acquisition on November 30, 2012 through December 31, 2012. Net sales and operating profit attributable to Cooper during this period and included in Eaton's Consolidated Financial Statements for the year ended December 31, 2012 total $470 and $66, respectively.

The following unaudited pro forma information gives effect to Eaton's acquisition of Cooper as if the acquisition had occurred on January 1, 2012 and Cooper had been included in Eaton's consolidated results of operations for the year ended December 31, 2012.

	2012
Net sales	$	21,792
Net income from continuing operations attributable to Eaton ordinary shareholders	1,695
Diluted earnings per share from continuing operations	$	3.54

The historical consolidated financial information of Eaton and Cooper has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. For pro forma purposes, the equity in income of Apex Tool Group, LLC has been excluded as this joint venture was sold on February 1, 2013.

Acquisitions and Sales of Other Businesses

In 2012 and 2011, Eaton acquired other businesses and entered into a joint venture in separate transactions. The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation. These transactions and the related annual sales prior to acquisition are summarized below:

Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.

Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
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.
E.A. Pedersen Company	December 29, 2011	Electrical Systems and Services	$37 for 2011
A United States manufacturer of medium voltage switchgear, metal-clad switchgear, power control buildings and relay control panels primarily for the electrical utilities industry.
IE Power, Inc.	August 31, 2011	Electrical Systems and Services	$5 for 2010
A Canadian provider of high power inverters for a variety of mission-critical applications including solar, wind and battery energy storage.
E. Begerow GmbH & Co. KG	August 15, 2011	Hydraulics	$84 for 2010
A German system provider of advanced liquid filtration solutions. This business develops and produces technologically innovative filter media and filtration systems for food and beverage, chemical, pharmaceutical and industrial applications.
ACTOM Low Voltage	June 30, 2011	Electrical Systems and Services	$65 for the year ended May 31, 2011
A South African manufacturer and supplier of motor control components, engineered electrical distribution systems and uninterruptible power supply (UPS) systems.
C.I. ESI de Colombia S.A.	June 2, 2011	Electrical Products	$8 for 2010
A Colombian distributor of industrial electrical equipment and engineering services in the Colombian market, focused on oil and gas, mining, and industrial and commercial construction.
Internormen Technology Group	May 12, 2011	Hydraulics	$55 for 2010
A Germany-based manufacturer of hydraulic filtration and instrumentation with sales and distribution subsidiaries in China, the United States, India and Brazil.
Eaton-SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.	March 8, 2011	Aerospace	Joint venture
A 49%-owned joint venture in China focusing on the design, development, manufacturing and support of fuel and hydraulic conveyance systems for the global civil aviation market.
Tuthill Coupling Group	January 1, 2011	Hydraulics	$35 for the year ended November 30, 2010
A United States based manufacturer of pneumatic and hydraulic quick coupling solutions and leak-free connectors used in industrial, construction, mining, defense, energy and power applications.

Sale of Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions

On January 20, 2014, Eaton announced it entered into an agreement to sell the Aerospace Power Distribution Management Solutions and Integrated Cockpit Solutions businesses to Safran for $270. The sale, which was approved by Eaton's Board of Directors, is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close early in the second quarter of 2014.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). 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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Retirement Benefits Plans - Pension Plans Assumptions (Details 7)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
United States pension plans [Member]
Assumptions used to determine benefit obligation at year-end
Discount rate	4.67%	3.97%	4.70%
Rate of compensation increase	3.16%	3.16%	3.15%
Assumptions used to determine expense
Discount rate	3.97%	4.70%	5.50%
Expected long-term return on plan assets	8.45%	8.50%	8.50%
Rate of compensation increase	3.16%	3.15%	3.61%
Non-United States pension plans [Member]
Assumptions used to determine benefit obligation at year-end
Discount rate	4.20%	4.17%	5.12%
Rate of compensation increase	3.12%	3.09%	3.62%
Assumptions used to determine expense
Discount rate	4.17%	5.12%	5.40%
Expected long-term return on plan assets	6.92%	7.10%	7.17%
Rate of compensation increase	3.09%	3.62%	3.63%

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Equity-Based Compensation Information Related to Restricted Stock Units and Awards (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Information Related to RSUs and RSAs [Line Items]
Pretax expense for RSUs and RSAs	$ 69	$ 46	$ 50
After-tax expense for RSUs and RSAs	$ 45	$ 30	$ 32

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Income Taxes Worldwide Income Tax Payments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Worldwide Income Tax Payments [Line Items]
Income taxes paid	$ 272	$ 254	$ 191

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of goodwill

A summary of goodwill follows:

	2013		2012
Electrical Products	$	7,189	$	7,117
Electrical Systems and Services	4,517		4,520
Hydraulics	1,385		1,404
Aerospace	1,048		1,045
Vehicle	356		357
Total goodwill	$	14,495	$	14,443

Summary of other intangible assets

A summary of other intangible assets follows:

	2013				2012
	Historical cost		Accumulated amortization		Historical cost		Accumulated amortization
Intangible assets not subject to amortization    (primarily trademarks)	$	1,868			$	1,865
Intangible assets subject to amortization
Customer relationships	$	3,859	$	669	$	3,838	$	428
Patents and technology	1,588		389		1,626		325
Other	1,155		226		1,160		156
Total other intangible assets	$	6,602	$	1,284	$	6,624	$	909

Expense related to intangible assets subject to amortization in 2012, and for each of the next five years

Amortization expense related to intangible assets subject to amortization in 2013, and estimated amortization expense for each of the next five years, follows:

2013	$	432
2014	428
2015	422
2016	410
2017	399
2018	379

Other Intangible Assets Related to the Acquistion of Cooper [Table Text Block]

The estimated fair value of these identifiable intangible assets, their estimated useful lives and valuation methodology are as follows:

	Fair value		Useful life	Valuation method
Trade names (indefinite-lived)	$	1,410	N/A	Relief-from-royalty
Trade names	638		3-20	Relief-from-royalty
Customer relationships	2,510		13-18	Multi-period excess earnings
Technology	767		4-20	Relief-from-royalty; Multi-period excess earnings
Contract-based	44		9.5	Relief-from-royalty
	$	5,369

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Income Taxes Summary of Gross Unrecognized Income Tax Benefits (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Gross Unrecognized Income Tax Benefits [Line Items]
Balance at January 1	$ 444	$ 236	$ 224
Increases and decreases as a result of positions taken during prior years
Transfers from valuation allowances	13	0	0
Other increases	7	1	3
Other decreases, including currency translation	(7)	0	(14)
Balances related to acquired businesses	2	177	2
Increases as a result of positions taken during the current year	35	36	31
Decreases relating to settlements with tax authorities	(6)	0	(2)
Decreases as a result of a lapse of the applicable statute of limitations	(9)	(6)	(8)
Balance at December 31	$ 479	$ 444	$ 236

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Condensed Consolidating Financial Statements Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statements, Captions [Line Items]

Condensed Consolidating Financial Statements [Table Text Block]

For periods prior to 2012, Eaton Corporation is presented as the parent company.

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,695		$	6,421		$	13,579		$	(4,649	)	$	22,046
Cost of products sold	—			5,227			4,784			10,010			(4,652		)	15,369
Selling and administrative expense	32			1,400			749			1,705			—			3,886
Research and development expense	—			255			200			189			—			644
Interest expense (income) - net	—			271			28			(22		)	(6		)	271
Other expense (income) - net	—			8			4			(20		)	—			(8		)
Equity in (earnings) loss of    subsidiaries, net of tax	(2,147		)	(1,156		)	(1,214		)	(813		)	5,330			—
Intercompany expense    (income) - net	254			(155		)	(479		)	380			—			—
Income before income taxes	1,861			845			2,349			2,150			(5,321		)	1,884
Income tax (benefit) expense	—			(108		)	(90		)	207			2			11
Net income	1,861			953			2,439			1,943			(5,323		)	1,873
Less net income for    noncontrolling interests	—			—			—			(9		)	(3		)	(12		)
Net income attributable to    Eaton ordinary shareholders	$	1,861		$	953		$	2,439		$	1,934		$	(5,326	)	$	1,861
Other comprehensive income	$	404		$	300		$	481		$	363		$	(1,144	)	$	404
Total comprehensive income    attributable to Eaton ordinary    shareholders	$	2,265		$	1,253		$	2,920		$	2,297		$	(6,470	)	$	2,265

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	6,680		$	2,849		$	10,346		$	(3,564	)	$	16,311
Cost of products sold	—			5,115			2,193			7,708			(3,568		)	11,448
Selling and administrative expense	—			1,307			335			1,252			—			2,894
Research and development expense	—			230			108			101			—			439
Interest expense (income) - net	—			229			8			(29		)	—			208
Other expense - net	—			10			48			13			—			71
Equity in (earnings) loss of    subsidiaries, net of tax	(1,219		)	(732		)	(1,337		)	(611		)	3,899			—
Intercompany expense (income) - net	2			(237		)	42			193			—			—
Income before income taxes	1,217			758			1,452			1,719			(3,895		)	1,251
Income tax expense	—			24			—			6			1			31
Net income	1,217			734			1,452			1,713			(3,896		)	1,220
Less net income for    noncontrolling interests	—			—			—			(3		)	—			(3		)
Net income attributable to    Eaton ordinary shareholders	$	1,217		$	734		$	1,452		$	1,710		$	(3,896	)	$	1,217
Other comprehensive income (loss)	$	—		$	290		$	(1,976	)	$	(1,621	)	$	3,307		$	—
Total comprehensive income    (loss) attributable to    Eaton ordinary shareholders	$	1,217		$	1,024		$	(524	)	$	89		$	(589	)	$	1,217

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	6,294		$	2,642		$	10,520		$	(3,407	)	$	16,049
Cost of products sold	4,865			1,975			7,822			(3,401		)	11,261
Selling and administrative expense	1,201			295			1,242			—			2,738
Research and development expense	207			112			98			—			417
Interest expense (income) - net	144			8			(34		)	—			118
Other income - net	(18		)	(2		)	(18		)	—			(38		)
Equity in (earnings) loss of subsidiaries, net of tax	(1,271		)	(61		)	—			1,332			—
Intercompany (income) expense - net	(224		)	(13		)	237			—			—
Income before income taxes	1,390			328			1,173			(1,338		)	1,553
Income tax expense	40			89			74			(2		)	201
Net income	1,350			239			1,099			(1,336		)	1,352
Less net income for noncontrolling interests	—			—			(1		)	(1		)	(2		)
Net income attributable to    Eaton ordinary shareholders	$	1,350		$	239		$	1,098		$	(1,337	)	$	1,350
Other comprehensive loss	$	(616	)	$	(64	)	$	(302	)	$	366		$	(616	)
Total comprehensive income attributable    to Eaton ordinary shareholders	$	734		$	175		$	796		$	(971	)	$	734

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2013
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	3	$	51	$	10	$	851	$	—		$	915
Short-term investments	—		—		134		660		—			794
Accounts receivable - net	—		473		922		2,253		—			3,648
Intercompany accounts receivable	5		471		3,368		4,470		(8,314		)	—
Inventory	—		344		609		1,466		(37		)	2,382
Prepaid expenses and other    current assets	—		458		175		350		9			992
Total current assets	8		1,797		5,218		10,050		(8,342		)	8,731
Property, plant and equipment - net	—		982		761		2,090		—			3,833
Other noncurrent assets
Goodwill	—		1,382		6,350		6,763		—			14,495
Other intangible assets	—		211		3,996		2,979		—			7,186
Deferred income taxes	—		839		3		145		(747		)	240
Investment in subsidiaries	24,940		8,853		40,776		8,473		(83,042		)	—
Intercompany loans receivable	—		8,019		2,518		18,776		(29,313		)	—
Other assets	—		450		186		370		—			1,006
Total assets	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	—	$	—	$	13	$	—		$	13
Current portion of long-term debt	—		552		—		15		—			567
Accounts payable	—		440		380		1,140		—			1,960
Intercompany accounts payable	4		3,751		3,288		1,271		(8,314		)	—
Accrued compensation	—		140		37		284		—			461
Other current liabilities	5		547		400		965		(4		)	1,913
Total current liabilities	9		5,430		4,105		3,688		(8,318		)	4,914
Noncurrent liabilities
Long-term debt	—		7,693		1,266		16		(6		)	8,969
Pension liabilities	—		546		131		788		—			1,465
Other postretirement benefits    liabilities	—		402		171		95		—			668
Deferred income taxes	—		—		1,303		757		(747		)	1,313
Intercompany loans payable	8,148		2,113		18,207		845		(29,313		)	—
Other noncurrent liabilities	—		652		162		485		—			1,299
Total noncurrent liabilities	8,148		11,406		21,240		2,986		(30,066		)	13,714
Shareholders’ equity
Eaton shareholders' equity	16,791		5,697		34,463		42,906		(83,066		)	16,791
Noncontrolling interests	—		—		—		66		6			72
Total equity	16,791		5,697		34,463		42,972		(83,060		)	16,863
Total liabilities and equity	$	24,948	$	22,533	$	59,808	$	49,646	$	(121,444	)	$	35,491

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2012
	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	7	$	54	$	14	$	502	$	—		$	577
Short-term investments	—		25		38		464		—			527
Accounts receivable - net	—		654		393		2,427		—			3,474
Intercompany accounts receivable	38		335		4,683		3,887		(8,943		)	—
Inventory	—		341		602		1,432		(39		)	2,336
Prepaid expenses and other    current assets	—		391		245		341		9			986
Total current assets	45		1,800		5,975		9,053		(8,973		)	7,900
Property, plant and equipment - net	—		934		777		2,075		—			3,786
Other noncurrent assets
Goodwill	—		1,382		6,350		6,711		—			14,443
Other intangible assets	—		231		4,094		3,255		—			7,580
Deferred income taxes	—		941		—		195		(783		)	353
Investment in subsidiaries	20,662		7,678		21,912		6,931		(57,183		)	—
Intercompany loans receivable	—		7,650		13,262		14,125		(35,037		)	—
Other assets	—		459		124		1,165		—			1,748
Total assets	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810
Liabilities and shareholders’    equity
Current liabilities
Short-term debt	$	—	$	753	$	—	$	4	$	—		$	757
Current portion of long-term debt	—		303		8		3		—			314
Accounts payable	—		424		344		1,111		—			1,879
Intercompany accounts payable	2		2,794		3,099		3,048		(8,943		)	—
Accrued compensation	—		129		74		259		—			462
Other current liabilities	—		523		411		1,173		(4		)	2,103
Total current liabilities	2		4,926		3,936		5,598		(8,947		)	5,515
Noncurrent liabilities
Long-term debt	—		8,398		1,331		36		—			9,765
Pension liabilities	—		895		232		876		—			2,003
Other postretirement benefits    liabilities	—		454		189		99		—			742
Deferred income taxes	—		—		1,397		934		(783		)	1,548
Intercompany loans payable	5,592		1,401		14,857		13,187		(35,037		)	—
Other noncurrent liabilities	—		440		157		462		—			1,059
Total noncurrent liabilities	5,592		11,588		18,163		15,594		(35,820		)	15,117
Shareholders’ equity
Eaton shareholders' equity	15,113		4,561		30,395		22,263		(57,219		)	15,113
Noncontrolling interests	—		—		—		55		10			65
Total equity	15,113		4,561		30,395		22,318		(57,209		)	15,178
Total liabilities and equity	$	20,707	$	21,075	$	52,494	$	43,510	$	(101,976	)	$	35,810

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by    operating activities	$	104		$	739		$	428		$	1,067		$	(53	)	$	2,285
Investing activities
Capital expenditures for property,    plant and equipment	—			(171		)	(119		)	(324		)	—			(614		)
Cash paid for acquisitions of    businesses, net of cash acquired	—			—			—			(9		)	—			(9		)
Sales (purchases) of short-term    investments - net	—			25			(95		)	(218		)	—			(288		)
Loans to affiliates	—			(535		)	(545		)	(6,215		)	7,295			—
Repayments of loans from affiliates	—			36			626			5,795			(6,457		)	—
Proceeds from the sales    of businesses	—			—			—			777			—			777
Other - net	—			(41		)	(12		)	(15		)	—			(68		)
Net cash (used in) provided by     investing activities	—			(686		)	(145		)	(209		)	838			(202		)
Financing activities
Proceeds from borrowings	—			—			—			9			—			9
Payments on borrowings	—			(1,048		)	(43		)	(5		)	—			(1,096		)
Proceeds from borrowings from    affiliates	—			2,395			4,260			640			(7,295		)	—
Payments on borrowings from    affiliates	—			(2,921		)	(2,874		)	(662		)	6,457			—
Other intercompany financing    activities	688			1,365			(1,630		)	(423		)	—			—
Cash dividends paid	(796		)	—			—			—			—			(796		)
Cash dividends paid to affiliates	—			—			—			(53		)	53			—
Exercise of employee stock    options	—			121			—			—			—			121
Excess tax benefit from    equity-based compensation	—			32			—			—			—			32
Other - net	—			—			—			(6		)	—			(6		)
Net cash used in    financing activities	(108		)	(56		)	(287		)	(500		)	(785		)	(1,736		)
Effect of currency on cash	—			—			—			(9		)	—			(9		)
Total (decrease) increase in cash	(4		)	(3		)	(4		)	349			—			338
Cash at the beginning of the period	7			54			14			502			—			577
Cash at the end of the period	$	3		$	51		$	10		$	851		$	—		$	915

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2012
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash (used in) provided by    operating activities	$	(35	)	$	1,012		$	217		$	487		$	(17	)	$	1,664
Investing activities
Capital expenditures for property,    plant and equipment	—			(291		)	(73		)	(229		)	—			(593		)
Cash paid for acquisitions of    businesses, net of cash acquired	(6,542		)	—			11			(405		)	—			(6,936		)
Sales of short-term investments - net	—			175			210			218			—			603
Loans to affiliates	—			(6,693		)	—			(8,054		)	14,747			—
Repayments of loans from affiliates	—			268			—			8,175			(8,443		)	—
Proceeds from the sales    of businesses	—			2			—			1			—			3
Other - net	—			(28		)	2			(23		)	—			(49		)
Net cash (used in) provided by     investing activities	(6,542		)	(6,567		)	150			(317		)	6,304			(6,972		)
Financing activities
Proceeds from borrowings	—			7,156			—			—			—			7,156
Payments on borrowings	—			(1,306		)	(16		)	(2		)	—			(1,324		)
Payments of financing costs	—			(117		)	—			—			—			(117		)
Proceeds from borrowings from    affiliates	5			8,054			6,425			263			(14,747		)	—
Payments on borrowings from    affiliates	(5		)	(8,175		)	—			(263		)	8,443			—
Other intercompany financing    activities				273			(340		)	67			—			—
Cash dividends paid	—			(512		)	—			—			—			(512		)
Cash dividends paid to affiliates	—			—			—			(17		)	17			—
Exercise of employee stock options	—			95			—			—			—			95
Issuance (repurchase) of shares	6,584			—			(6,425		)	—			—			159
Excess tax benefit from equity-based    compensation	—			21			—			—			—			21
Other - net	—			—			—			2			—			2
Net cash provided by (used in)    financing activities	6,584			5,489			(356		)	50			(6,287		)	5,480
Effect of currency on cash	—			—			—			20			—			20
Total increase (decrease) in cash	7			(66		)	11			240			—			192
Cash at the beginning of the period	—			120			3			262			—			385
Cash at the end of the period	$	7		$	54		$	14		$	502		$	—		$	577

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2011
	Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by operating activities	$	613		$	171		$	1,017		$	(553	)	$	1,248
Investing activities
Capital expenditures for property,    plant and equipment	(249		)	(39		)	(280		)	—			(568		)
Cash paid for acquisitions of    businesses, net of cash acquired	(24		)	(2		)	(299		)	—			(325		)
Sales of short-term investments - net	27			—			76			—			103
Loans to affiliates	(149		)	—			(5,855		)	6,004			—
Repayments of loans from affiliates	100			—			5,650			(5,750		)	—
Proceeds from the sales of businesses	1			14			—			—			15
Other - net	(24		)	(9		)	8			—			(25		)
Net cash used in investing activities	(318		)	(36		)	(700		)	254			(800		)
Financing activities
Proceeds from borrowings	379			—			2			—			381
Payments on borrowings	(70		)	—			(8		)	—			(78		)
Payments of financing costs	(3		)	—			—			—			(3		)
Proceeds from borrowings from affiliates	5,855			—			149			(6,004		)	—
Payments on borrowings from affiliates	(5,650		)	—			(100		)	5,750			—
Other intercompany financing activities	(42		)	(106		)	148			—			—
Cash dividends paid	(462		)	—			—			—			(462		)
Cash dividends paid to affiliates	—			(32		)	(521		)	553			—
Exercise of employee stock options	71			—			—			—			71
Repurchase of shares	(343		)	—			—			—			(343		)
Excess tax benefit from equity-based compensation	57			—			—			—			57
Other - net	—			—			(4		)	—			(4		)
Net cash used in financing activities	(208		)	(138		)	(334		)	299			(381		)
Effect of currency on cash	—			—			(15		)	—			(15		)
Total increase (decrease) in cash	87			(3		)	(32		)	—			52
Cash at the beginning of the period	33			6			294			—			333
Cash at the end of the period	$	120		$	3		$	262		$	—		$	385

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Derivative Financial Instruments and Hedging Activities

12 Months Ended

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

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

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

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

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

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

Eaton uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). Foreign currency denominated debt designated as non-derivative net investment hedging instruments was $95 and $116 at December 31, 2013 and 2012, respectively. See Note 5 for additional information about debt.

Interest Rate Risk

Eaton has entered into fixed-to-floating interest rate swaps and floating-to-fixed interest rate swaps to manage interest rate risk of certain long-term debt. These interest rate swaps are accounted for as fair value hedges and cash flow hedges, respectively, of certain long-term debt. The maturity of the swap corresponds with the maturity of the debt instrument as noted in the table of long-term debt in Note 5.

A summary of interest rate swaps outstanding at December 31, 2013, follows:

Fixed-to-Floating Interest Rate Swaps

Notional amount		Fixed interest rate received	Floating interest rate paid	Basis for contracted floating interest rate paid
$	100	5.95%	2.98%	6 month LIBOR + 2.60%
150		5.30%	4.43%	1 month LIBOR + 4.26%
450		1.50%	0.62%	1 month LIBOR + 0.45%
415		5.60%	3.54%	6 month LIBOR + 3.18%
300		6.95%	5.32%	3 month LIBOR + 5.07%
25		8.875%	4.26%	6 month LIBOR + 3.84%
150		3.875%	2.29%	1 month LIBOR + 2.12%
150		3.47%	2.01%	1 month LIBOR + 1.84%
1,100		2.75%	0.71%	1 month LIBOR + 0.54%
150		3.68%	1.22%	1 month LIBOR + 1.06%
25		7.625%	2.84%	6 month LIBOR + 2.48%
50		7.65%	2.92%	6 month LIBOR + 2.57%
25		5.45%	0.64%	6 month LIBOR + 0.28%

Floating-to-Fixed Interest Rate Swaps

Notional amount		Floating interest rate received	Fixed interest rate paid	Basis for contracted floating interest rate received
$	300	0.24%	0.76%	3 month LIBOR

Derivative Financial Statement Impacts

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

	Notional amount		Other  current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
December 31, 2013
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,090	$	1	$	36	$	—	$	76	Fair value	3 months to 20 years
Floating-to-fixed interest rate swaps	300		—		—		1		—		Cash flow	6 months
Currency exchange contracts	393		12		—		3		—		Cash flow	12 to 36 months
Commodity contracts	1		—		—		—		—		Cash flow	12 months
Total			$	13	$	36	$	4	$	76
Derivatives not designated as hedges
Currency exchange contracts	$	4,277	$	22			$	26				12 months
Total			$	22			$	26
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 loss follow:

	2013					2012
	Gain (loss) recognized in Accumulated other comprehensive loss		Gain (loss) reclassified from Accumulated other comprehensive loss			Gain (loss) recognized in Accumulated other comprehensive loss			Gain (loss) reclassified from Accumulated other comprehensive loss
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	—	$	(1	)	$	(3	)	$	(1	)
Currency exchange contracts	6		2			12			1
Commodity contracts	—		(1		)	1			(7		)
Total	$	6	$	—		$	10		$	(7	)

Gains and losses reclassified from Accumulated other comprehensive loss to the Consolidated Statements of Income were recognized in Cost of products sold and Interest expense - net.

Amounts recognized in net income follow:

	2013			2012
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(126	)	$	21
Related long-term debt converted to floating interest    rates by interest rate swaps	126			(21		)
	$	—		$	—

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