First Amendment to Eaton Corporation Supplemental Benefits Plan II (January 1, 2008 Restatement)

Summary

This amendment updates the Eaton Corporation Supplemental Benefits Plan II to reflect the company's restructuring, in which Eaton Corporation's common shares were converted into ordinary shares of Eaton Corporation plc. The amendment, effective as of the merger date specified in the related transaction agreements, changes references in the plan to the Pension Administration Committee and Board of Directors, now identifying them as those of Eaton Corporation plc. The amendment is executed by the Pension Administration Committee as of November 29, 2012.

EX-10.K 5 etn12312012ex10k.htm EXHIBIT 10.K ETN 12.31.2012 EX 10(k)

Exhibit 10(k)

FIRST AMENDMENT TO

EATON CORPORATION

SUPPLEMENTAL BENEFITS PLAN II

(January 1, 2008 Restatement)

WHEREAS, the Corporation maintains in effect the Eaton Corporation Supplemental Benefits Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Pension Administration Committee reserves the right to amend the Plan; and

WHEREAS, the Pension Administration Committee wishes to amend the Plan in order to reflect the corporate restructuring of Eaton Corporation pursuant to which common shares of Eaton Corporation will be converted into ordinary shares of Eaton Corporation plc.

NOW THEREFORE, the Plan is amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, to provide as follows:

1. Section 2(a) of the Plan is hereby amended in its entirety to read as follows:

(a) “Pension Administration Committee” means the committee comprised of corporate officers of Eaton Corporation plc appointed by the Board of Directors from time to time to administer the retirement benefit programs of Eaton Corporation plc and any of its subsidiaries.

2. Section 2(b) of the Plan is hereby amended in its entirety to read as follows:

(b) “Board of Directors” means the Board of Directors of Eaton Corporation plc.

IN WITNESS WHEREOF, the Pension Administration Committee has caused this Amendment to be executed through duly authorized persons on this 29th day of November, 2012.

PENSION ADMINISTRATION COMMITTEE

By: __________________________________

Title: _________________________________