DATED MAY 21, 2012 COOPER INDUSTRIES PLC, EATON CORPORATION, ABEIRON LIMITED, COMDELL LIMITED, TURLOCK B.V., AND TURLOCK CORPORATION TRANSACTION AGREEMENT ARTHUR COX DUBLIN

Exhibit 2.1

EXECUTION VERSION

DATED MAY 21, 2012

XXXXXX INDUSTRIES PLC,

XXXXX CORPORATION,

ABEIRON LIMITED,

COMDELL LIMITED,

TURLOCK B.V.,

AND

TURLOCK CORPORATION

TRANSACTION AGREEMENT

XXXXXX XXX

DUBLIN

CONTENTS


1	INTERPRETATION	2
2	RULE 2.5 ANNOUNCEMENT, SCHEME DOCUMENT AND XXXXXX EQUITY AWARD HOLDER PROPOSAL	16
3	IMPLEMENTATION OF THE SCHEME; EATON SHAREHOLDERS MEETING	18
4	EQUITY AWARDS	27
5	XXXXXX AND EATON CONDUCT	30
6	REPRESENTATIONS AND WARRANTIES	41
7	ADDITIONAL AGREEMENTS	67
8	COMPLETION	81
9	TERMINATION	89
10	GENERAL	91

THIS AGREEMENT is made on May 21, 2012

AMONG:

XXXXX CORPORATION

a company incorporated in Ohio

(hereinafter called “Eaton”),

ABEIRON LIMITED

a company incorporated in Ireland

with registered number 512978

having its registered office

at 70 Sir Xxxx Xxxxxxxx’x Xxxx

Xxxxxx 0, Xxxxxxx

(hereinafter called “Holdco”),

COMDELL LIMITED

a company incorporated in Ireland

with registered number 513275

having its registered office

at 70 Sir Xxxx Xxxxxxxx’x Xxxx

Xxxxxx 0, Xxxxxxx

(hereinafter called “IrSub”),

TURLOCK B.V.

a company incorporated in the Netherlands

with registered number 08169375

having its registered office

at Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

(hereinafter called “EHC”),

TURLOCK CORPORATION

a company incorporated in Ohio

(hereinafter called “MergerSub”),

-and-

XXXXXX INDUSTRIES PLC

a company incorporated in Ireland

with registered number 471594

having its registered office

at Xxxx X00, Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx

(hereinafter called “Xxxxxx”)

RECITALS:

1.	Eaton has agreed to make a proposal to cause Holdco to acquire Xxxxxx on the terms set out in the Rule 2.5 Announcement (as defined below).

2.	This Agreement (this “Agreement”) sets out certain matters relating to the conduct of the Acquisition (as defined below) and the Merger (as defined below) that have been agreed by the Parties.

3.	The Parties intend that the Acquisition will be implemented by way of the Scheme, although this may, subject to the consent of the Panel (where required) be switched to the Takeover Offer in accordance with the terms set out in this Agreement.

The Parties intend that for U.S. federal income tax purposes, (i) the receipt of the Scheme Consideration in exchange for the Xxxxxx Shares pursuant to the Scheme be a fully taxable transaction to the holders of the Xxxxxx Shares, and (ii) the receipt of the Holdco Shares in exchange for the Eaton Shares pursuant to the Merger be a fully taxable transaction to the holders of the Eaton shares.

THE

PARTIES AGREE as follows:

1.	INTERPRETATION

1.1

Definitions

In this Agreement the following words and expressions shall have the meanings set opposite them:

“Acquisition”, the proposed acquisition by Holdco of Xxxxxx by means of the Scheme or the Takeover Offer (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time) pursuant to this Agreement (whether by way of the Scheme or the Takeover Offer) (including the issuance by Holdco of the aggregate Share Consideration pursuant to the Scheme or the Takeover Offer), as described in the Rule 2.5 Announcement and provided for in this Agreement;

“Act”, the Companies Xxx 0000, as amended;

“Acting in Concert”, shall have the meaning given to that term in the Irish Takeover Panel Xxx 0000;

“Action”, any lawsuit, claim, complaint, action or proceeding before any Relevant Authority;

“Affiliate”, in relation to any person, another person that, directly or indirectly, controls, is controlled by, or is under common control with, such first person (as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise);

“Agreed Form”, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of each of the Parties;

“Agreement”, shall have the meaning given to that term in the Recitals;

“Antitrust Laws”, shall have the meaning given to that term in Clause 7.2(d);

“Antitrust Order”, shall have the meaning given to that term in Clause 7.2(d);

“Applicable Withholding Amount”, such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the payment made in connection with the cancellation of a Xxxxxx Option or Xxxxxx Share Award or the payment of any dividend equivalents, as applicable;

“Associate”, shall have the meaning given to that term in the Takeover Rules;

“Business Day”, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State of New York are authorised or required by law or executive order to be closed;

“Cap”, shall have the meaning given to that term in the Expenses Reimbursement Agreement;

“Capitalisation Date”, shall have the meaning given to that term in Clause 6.1(b)(i);

“Cash Consideration”, shall have the meaning given to that term in Clause 8.1(c)(i)(A);

“Cash Out Amount”, means the greater of (x) the Scheme Consideration Value and (y) the Xxxxxx FMV;

“CERCLA”, shall have the meaning given to that term in Clause 6.1(h);

“Certificate of Merger”, shall have the meaning given to that term in Clause 8.2(b);

“Clause 5.1(b)(xii)(A) Claims”, shall have the meaning given to that term in Clause 5.1(b)(xii)(A);

“Clearances”, all consents, clearances, approvals, permissions, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Relevant Authority or other third party;

“Code”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“Companies Acts”,the Companies Acts 1963 to 2009 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Xxx 0000;

“Completion”, completion of the Acquisition and the Merger;

“Completion Date”, shall have the meaning given to that term in Clause 8.1(a)(i);

“Conditions”, the conditions to the Scheme and the Acquisition set out in paragraphs 1, 2, 3, 4 and 5 of Part A of Appendix III to the Rule 2.5 Announcement, and “Condition” means any one of the Conditions;

“Confidentiality Agreement”, the confidentiality agreement between Xxxxxx and Eaton dated August 9, 2010, as it may be amended from time to time;

“Xxxxxx”, shall have the meaning given to that term in the Preamble;

“Xxxxxx Alternative Proposal”, shall have the meaning given to that term in Clause 5.3(g);

“Xxxxxx Benefit Plan”, each employee or director benefit plan, arrangement or agreement, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the Xxxxxx Group;

“Xxxxxx Board”, the board of directors of Xxxxxx;

“Xxxxxx Change of Recommendation”, shall have the meaning given to that term in Clause 5.3(c);

“Xxxxxx Director Share Plans”, the Amended and Restated Xxxxxx Industries plc Directors’ Stock Plan and the Xxxxxx Industries plc Amended and Restated Directors’ Retainer Fee Stock Plan;

“Xxxxxx Directors”, the members of the board of directors of Xxxxxx;

“Xxxxxx Disclosure Schedule”, shall have the meaning given to that term in Clause 6.1;

“Xxxxxx Distributable Reserves Resolution”, shall have the meaning given to that term in Clause 7.10(a);

“Xxxxxx Employees”, the employees of Xxxxxx or any Subsidiary of Xxxxxx who remain employed after the Effective Time;

“Xxxxxx Employee Share Plans”, the Xxxxxx Industries plc 2011 Omnibus Incentive Compensation Plan and the Xxxxxx Industries plc Amended and Restated Stock Incentive Plan;

“Xxxxxx Equity Award Holder Proposal”, the proposal of Eaton to the Xxxxxx Equity Award Holders to be made in accordance with Clause 4, Rule 15 of the Takeover Rules and the terms of the Xxxxxx Share Plans;

“Xxxxxx Equity Award Holders”, the holders of Xxxxxx Options and/or Xxxxxx Share Awards;

“Xxxxxx Equity Schedule”, shall have the meaning given to that term in Clause 6.1(i)(v);

“Xxxxxx Euro-Denominated Shares”, shall have the meaning given to that term in Clause 6.1(b)(i);

“Xxxxxx Exchange Fund”, shall have the meaning given to that term in Clause 8.1(d)(i);

“Xxxxxx FMV”, the closing sales price of a Xxxxxx Share as reported on the NYSE on the Effective Date or, if no sales of Xxxxxx Shares were made on the NYSE on that date, the closing sales price as reported on the NYSE for the preceding day on which sales of Xxxxxx Shares were made;

“Xxxxxx Group”, Xxxxxx and all of its Subsidiaries;

“Xxxxxx Indemnified Parties” (and “Xxxxxx Indemnified Party”), shall have the meaning given to that term in Clause 7.3(c);

“Xxxxxx Leased Real Property”, shall have the meaning given to that term in Clause 6.1(q)(ii);

“Xxxxxx Material Adverse Effect”, such event, development, occurrence, state of facts or change that has a material adverse effect on the business, operations or financial condition of Xxxxxx and its Subsidiaries, taken as a whole, but shall not include (a) events, developments, occurrences, states of facts or changes (i) generally affecting the industries or the segments thereof in which Xxxxxx and its Subsidiaries operate (including changes to commodity prices) in the United States or elsewhere, (ii) generally affecting the economy or the financial, debt, credit or securities markets, in the United States or elsewhere, (iii) resulting from any political conditions or developments in general, or resulting from any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or inaccessible any facility or property of Xxxxxx or any of its Subsidiaries), (iv) reflecting or resulting from changes or proposed changes in Law (including rules and regulations), interpretations thereof, regulatory conditions or US GAAP or other accounting standards (or interpretations thereof), or (v) resulting from actions of Xxxxxx or any of its Subsidiaries which Eaton has expressly requested in writing or to which Eaton has expressly consented in writing; or (b) any decline in the stock price of the Xxxxxx Shares on the NYSE or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether there is a Xxxxxx Material Adverse Effect); or (c) any events, developments, occurrences, states of facts or changes resulting from the announcement or the existence of this Agreement or the transactions contemplated hereby or the performance of and the compliance with this Agreement (except that this clause (c) shall not apply with respect to Xxxxxx’x representations and warranties in Clause 6.1(c)(iii));

“Xxxxxx Material Contracts”, shall have the meaning given to that term in Clause 6.1(t)(i);

“Xxxxxx MCA Employees”, those employees of the Xxxxxx Group who are covered by MCAs as set forth on Section
6.1(i)(v) of the Xxxxxx Disclosure Schedule;

“Xxxxxx Memorandum and Articles of Association”, shall have the meaning given to that term in Clause 6.1(a);

“Xxxxxx Option”, an option to purchase Xxxxxx Shares;

“Xxxxxx Owned Real Property”, shall have the meaning given to that term in Clause 6.1(q)(i);

“Xxxxxx Permits”, shall have the meaning given to that term in Clause 6.1(g)(ii);

“Xxxxxx Permitted Lien”, shall have the meaning given to that term in Clause 6.1(q)(i);

“Xxxxxx Preferred Shares”, shall have the meaning given to that term in Clause 6.1(b)(i);

“Xxxxxx Rights Agreement”, shall have the meaning given to that term in Clause 6.1(m);

“Xxxxxx SEC Documents”, shall have the meaning given to that term in Clause 6.1(d)(i);

“Xxxxxx Share Award”, each right of any kind, contingent or accrued, to receive Xxxxxx Shares or benefits measured in whole or in part by the value of a number of Xxxxxx Shares (including restricted stock units, performance stock units, phantom stock units, and deferred stock units), other than Xxxxxx Options;

“Xxxxxx Share Plans”, the Xxxxxx Director Share Plans and the Xxxxxx Employee Share Plans;

“Xxxxxx Shareholder Approval”, (i) the approval of the Scheme by a majority in number of the Xxxxxx Shareholders representing three-fourths (75 per cent.) or more in value of the Xxxxxx Shares held by such holders, present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) and (ii) the EGM Resolutions being duly passed by the requisite majorities of Xxxxxx Shareholders at the Extraordinary General Meeting (or at any adjournment of such meeting);

“Xxxxxx Shareholders”, the holders of Xxxxxx Shares;

“Xxxxxx Shares”, the ordinary shares of US$0.01 each in the capital of Xxxxxx;

“Xxxxxx Superior Proposal”, shall have the meaning given to that term in Clause 5.3(h);

“Court Hearing”, the hearing by the High Court of the Petition to sanction the Scheme under Section 201 of the Act;

“Court Meeting”, the meeting or meetings of the Xxxxxx Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Meeting Resolution”, the resolution to be proposed at the Court Meeting for the purposes of approving and implementing the Scheme;

“Court Order”, the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of capital that forms part of it under Sections 72 and 74 of the Act;

“Deferral Accounts”, means the deferral accounts referred to in Section 18.2(i) of the Xxxxxx Industries plc Amended and Restated Stock Incentive Plan;

“Divestiture Action”, shall have the meaning given to that term in Clause 7.2(h);

“Eaton”, shall have the meaning given to that term in the Preamble;

“Eaton Articles of Incorporation”, shall have the meaning given to that term in Clause 6.2(a);

“Eaton Benefit Plan”, each employee or director benefit plan, arrangement or agreement, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the Xxxxx Group;

“Eaton Board”, the board of directors of Eaton;

“Eaton Book Entry Shares”, shall have the meaning given to that term in Clause 8.2(f)(i);

“Eaton Certificates”, shall have the meaning given to that term in Clause 8.2(f)(i);

“Eaton Change of Recommendation”, shall have the meaning given to that term in Clause 5.4;

“Eaton Closing Price”, the average, rounded to the nearest cent, of the closing sale prices of an Eaton Share on the NYSE as reported by The Wall Street Journal for the five trading days immediately preceding the day on which the Effective Time occurs;

“Eaton Directors”, the members of the board of directors of Eaton;

“Eaton Disclosure Schedule”, shall have the meaning given to that term in Clause 6.2;

“Eaton Distributable Reserves Resolution”, shall have the meaning given to that term in Clause 7.10(a);

“Eaton Exchange Fund”, shall have the meaning given to that term in Clause 8.2(g)(i);

“Eaton Financing Information”, shall have the meaning given to that term in Clause 3.4(c)(i);

“Xxxxx Group”, Eaton and all of its Subsidiaries;

“Eaton Indemnified Parties” (and “Eaton Indemnified Party”), shall have the meaning given to that term in
Clause 7.3(d);

“Eaton Leased Real Property”, shall have the meaning given to that term in Clause 6.2(p)(ii);

“Eaton Material Adverse Effect”, such event, development, occurrence, state of facts or change that has a material adverse effect on the business, operations or financial condition of Eaton and its Subsidiaries, taken as a whole, but shall not include (a) events, developments, occurrences, states of facts or changes (i) generally affecting the industries or the segments thereof in which Eaton and its Subsidiaries

operate (including changes to commodity prices) in the United States or elsewhere, (ii) generally affecting the economy or the financial, debt, credit or securities markets, in the United States or elsewhere, (iii) resulting from any political conditions or developments in general, or resulting from any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or inaccessible any facility or property of Eaton or any of its Subsidiaries), (iv) reflecting or resulting from changes or proposed changes in Law (including rules and regulations), interpretations thereof, regulatory conditions or US GAAP or other accounting standards (or interpretations thereof), or (v) resulting from actions of Eaton or any of its Subsidiaries which Xxxxxx has expressly requested in writing or to which Xxxxxx has expressly consented in writing; or (b) any decline in the stock price of the Eaton Shares on the NYSE or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether there is an Eaton Material Adverse Effect); or (c) any events, developments, occurrences, states of facts or changes resulting from the announcement or the existence of this Agreement or the transactions contemplated hereby or the performance of and the compliance with this Agreement (except that this clause (c) shall not apply with respect to Xxxxxx’x representations and warranties in Clause 6.2(c)(iii));

“Eaton Material Contracts”, shall have the meaning given to that term in Clause 6.2(s)(i);

“Eaton Merger Parties”, collectively Holdco, EHC, IrSub and MergerSub;

“Eaton Owned Real Property”, shall have the meaning given to that term in Clause 6.2(p)(i);

“Eaton Parties”, collectively, Eaton, Holdco, EHC, IrSub and MergerSub;

“Eaton Permits”, shall have the meaning given to that term in Clause 6.2(g)(ii);

“Eaton Permitted Lien”, shall have the meaning given to that term in Clause 6.2(p)(i);

“Eaton Preferred Shares”, shall have the meaning given to that term in Clause 6.2(b)(i);

“Eaton Recommendation”, the recommendation of the Eaton Board that Eaton Shareholders vote in favour of the adoption of this Agreement;

“Eaton Reimbursement Payments”, shall have the meaning given to that term in the Expenses Reimbursement Agreement;

“Eaton Regulations”, shall have the meaning given to that term in Clause 6.2(a);

“Eaton SEC Documents”, shall have the meaning given to that term in Clause 6.2(d)(i);

“Eaton Share Award”, an award denominated in Eaton Shares, other than an Eaton Share Option;

“Eaton Share Option”, shall have the meaning given to that term in Clause 8.3(a)(i);

“Eaton Share Plans”, the 2012 Stock Plan, the 2009 Stock Plan, the 2008 Stock Plan, the 2004 Stock Plan, the 2002 Stock Plan, the 1998 Stock Plan, the 1995 Stock Plan, the 1991 Stock Option Plan, the 2008 Executive Strategic Incentive Plan and the Supplemental Executive Strategic Incentive Plan;

“Eaton Shareholder Approval”, shall have the meaning given to that term in Clause 3.7(b);

“Eaton Shareholders”, the holders of Eaton Shares;

“Eaton Shareholders Meeting”, shall have the meaning given to that term in Clause 3.7(b);

“Eaton Share Option”, shall have the meaning given to that term in Clause 8.3(a)(i);

“Eaton Shares”, the common shares of Eaton, par value US$0.50 per share;

“EC Merger Regulation”, Council Regulation (EC) No. 139/2004;

“Effective Date”, the date on which the Scheme becomes effective in accordance with its terms;

“Effective Time”, the time on the Effective Date at which the Court Order and a copy of the minute required by Section 75 of the Act are registered by the Registrar of Companies; provided, that the Scheme shall become effective substantially concurrently with the effectiveness of the Merger, to the extent possible;

“EGM Resolutions”, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the reduction of capital of Xxxxxx and such other matters as Xxxxxx reasonably determines to be necessary for the purposes of implementing the Acquisition or, subject to the consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed), desirable for the purposes of implementing the Acquisition;

“EHC”, shall have the meaning given to that term in the Preamble;

“End Date”, the date that is nine months after the date of this Agreement; provided, that if as of such date all Conditions (other than Conditions 2(c), 2(d), 3(c), 3(d) and 3(e)) have been satisfied (or, in the sole discretion of the applicable Party, waived (where applicable)) or would be satisfied (or, in the sole discretion of the applicable Party, waived (where applicable)) if the Acquisition were completed on such date, the “End Date” shall be the date that is one year after the date of this Agreement;

“Environmental Laws”, shall have the meaning given to that term in Clause 6.1(h);

“Environmental Liabilities” (and “Environmental Liability”), shall have the meaning given to that term in
Clause 6.1(h);

“ERISA”, the United States Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate”, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA;

“Evaluation Material”, shall have the meaning given to that term in the Confidentiality Agreement;

“Exchange Act”, the United States Securities Exchange Act of 1934, as amended;

“Exchange Agent”, Computershare Trust Company, N.A. or another bank or trust company appointed by Eaton (and reasonably acceptable to Xxxxxx) to act as exchange agent for the payment of the Scheme Consideration and Merger Consideration;

“Exchange Ratio”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);

“Expenses Reimbursement Agreement”, the expenses reimbursement agreement dated May 21, 2012 between Eaton and Xxxxxx, the terms of which have been approved by the Panel;

“Extraordinary General Meeting” or “EGM”, the extraordinary general meeting of the Xxxxxx Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Court Meeting shall have been concluded or adjourned (it being understood that if the Court Meeting is adjourned, the EGM shall be correspondingly adjourned);

“Financing”, third-party debt financing provided to any of Holdco, Eaton, any of the Eaton Merger Parties or any of the Subsidiaries of Eaton for the purposes of financing the transactions contemplated by this Agreement;

“Financing Extension Notice”, shall have the meaning given to that term in Clause 5.3(i)(i);

“Financing Sources”, the entities that have committed to provide or arrange the Financing or other financings in connection with the transactions contemplated hereby, including the parties to any joinder agreements or credit agreements entered pursuant thereto or relating thereto, but excluding in each case for the avoidance of doubt (i) the Parties and their Subsidiaries, together with their respective Affiliates, and their respective Affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns and (ii) Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc. solely in their capacity as financial advisers to Eaton in respect of the cash confirmation to be provided in the Rule 2.5 Announcement and Scheme Document in accordance with the requirements of the Takeover Rules;

“Form S-4”, shall have the meaning given to that term in Clause 3.7(a);

“Fractional Entitlements”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);

“Group”, in relation to any Party, such Party and its Subsidiaries;

“Hazardous Substance”, shall have the meaning given to that term in Clause 6.1(h);

“High Court”, the High Court of Ireland;

“Holdco”, shall have the meaning given to that term in the Preamble;

“Holdco Board”, the board of directors of Holdco;

“Holdco Distributable Reserves Creation”, shall have the meaning given to that term in Clause 7.10(a);

“Holdco Memorandum and Articles of Association”, shall have the meaning given to that term in Clause 6.2(a)(ii)(C);

“Holdco Shares”, the ordinary shares of US$0.01 each in the capital of Holdco;

“Holdco Subscriber Shares”, the one hundred (100) Holdco Shares in issue at the date of this Agreement;

“HSR Act”, the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

“Indemnified Parties” (and “Indemnified Party”), shall have the meaning given to that term in Clause 7.3(d);

“Intellectual Property”, shall have the meaning given to that term in Clause 6.1(p);

“Intervening Event”, with respect to Xxxxxx or Eaton, as applicable, a material event, development, occurrence, state of facts or change that was not known or reasonably foreseeable to the Xxxxxx Board or Eaton Board, as applicable, on the date of this Agreement, which event, development, occurrence, state of facts or change becomes known to the Xxxxxx Board or Eaton Board, as applicable, before the Xxxxxx Shareholder Approval or Eaton Shareholder Approval, as applicable; provided, that (i) in no event shall any action taken by either Party pursuant to and in compliance with the affirmative covenants set forth in Clause 7.2 of this Agreement, and the consequences of any such action, constitute an Intervening Event, (ii) in no event shall any event, development, occurrence, state of facts or change that has had or would reasonably be expected to have an adverse effect on the business, financial condition or operations of, or the market price of the securities of, a Party or any of its Subsidiaries constitute an Intervening Event with respect to the other Party unless such event, development, occurrence, state of facts or change has had or would reasonably be expected to have a Xxxxxx Material Adverse Effect (if such other Party is Eaton) or an Eaton Material Adverse Effect (if such other Party is Xxxxxx) and (iii) in no event shall the receipt, existence of or terms of a Xxxxxx Alternative Proposal or any enquiry relating thereto or the consequences thereof constitute an Intervening Event with respect to Xxxxxx.

“Ireland” or “Republic of Ireland”, the island of Ireland, excluding Northern Ireland and the word “Irish” shall be construed accordingly;

“IRS”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“IrSub”, shall have the meaning given to that term in the Preamble;

“Joint Proxy Statement”, shall have the meaning given to that term in Clause 3.7(a);

“knowledge”, in relation to Xxxxxx, the actual knowledge, after due inquiry, of the executive officers of Xxxxxx listed in Clause 1.1(a) of the Xxxxxx Disclosure Schedule, and in relation to Eaton, the actual knowledge, after due inquiry, of the executive officers of Eaton listed in Clause 1.1(a) of the Eaton Disclosure Schedule;

“Law”, any federal, state, local, foreign or supranational law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, agency requirement, license or permit of any Relevant Authority;

“Lien”, shall have the meaning given to that term in Clause 6.1(c)(iii);

“MCA”, shall have the meaning given to that term in Clause 6.1(i)(v);

“Merger”, the merger of MergerSub with and into Eaton in accordance with Clause 8.2;

“Merger Consideration”, shall have the meaning given to that term in Clause 8.2(f)(i);

“Merger Effective Time”, shall have the meaning given to that term in Clause 8.2(b); provided that the Merger shall become effective substantially concurrently with the effectiveness of the Scheme, to the extent possible;

“MergerSub”, shall have the meaning given to that term in the Preamble;

“Net Xxxxxx Shares”, with respect to a Xxxxxx Option, a number of whole and partial Xxxxxx Shares (computed to the nearest five decimal places) equal to the quotient obtained by dividing (i) the product of (A) the number of Xxxxxx Shares subject to such Xxxxxx Option immediately prior to the Effective Time, and (B) the excess, if any, of the Xxxxxx FMV over the exercise price per Xxxxxx Share subject to such Xxxxxx Option, by (ii) the Scheme Consideration Value;

“New Plans”, shall have the meaning given to that term in Clause 7.4(b);

“Northern Ireland”, the counties of Antrim, Armagh, Derry, Down, Fermanagh and Xxxxxx on the island of Ireland;

“Notice Period”, shall have the meaning given to that term in Clause 5.3(i)(i);

“NYSE”, the New York Stock Exchange;

“OGCL”, the Ohio General Corporation Law, Ohio Revised Code Section 1701.01 et seq.

“Old Plans”, shall have the meaning given to that term in Clause 7.4(b);

“Organisational Documents”, articles of association, articles of incorporation, certificate of incorporation or by-laws or other equivalent organisational document, as appropriate;

“Other Eaton Merger Party Organisational Documents”, shall have the meaning given to that term in
Clause 6.2(a)(ii)(C);

“Other Eaton Share-Based Awards”, shall have the meaning given to that term in Clause 8.3(a)(iii);

“Panel”, the Irish Takeover Panel;

“Parties”, Xxxxxx and the Eaton Parties and “Party” shall mean either Xxxxxx, on the one hand, or Eaton or the Eaton Parties (whether individually or collectively), on the other hand (as the context requires);

“Person” or “person”, an individual, group (including a “group” under Section 13(d) of the Exchange Act), corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organisation or other entity or any Relevant Authority or any department, agency or political subdivision thereof;

“Petition”, the petition to the High Court seeking the Court Order;

“RCRA”, shall have the meaning given to that term in Clause 6.1(h);

“Registrar of Companies”, the Registrar of Companies in Dublin;

“Regulatory Information Service”, a regulatory information service as defined in the Takeover Rules;

“Release”, shall have the meaning given to that term in Clause 6.1(h);

“Relevant Authority”, any Irish, United States, foreign or supranational, federal, state or local governmental commission, board, body, bureau, or other regulatory authority, agency, including courts and other judicial bodies, or any competition, antitrust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction, including the Panel;

“Removal, Remedial or Response”, shall have the meaning given to that term in Clause 6.1(h);

“Representatives”, in relation to any person, the directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or representatives of such person;

“Resolutions”, the resolutions to be proposed at the EGM and Court Meeting required to effect the Scheme, which will be set out in the Scheme Document;

“Restricted Eaton Share”, shall have the meaning given to that term in Clause 8.3(a)(ii);

“Reverse Termination Payment”, shall have the meaning given to that term in Clause 9.2;

“Revised Acquisition”, shall have the meaning given to that term in Clause 5.3(i)(i);

“Right to Match”, shall have the meaning given to that term in Clause 5.3(i)(i);

“Rule 2.5 Announcement”, the announcement in the Agreed Form to be made by the Parties pursuant to Rule 2.5 of the Takeover Rules;

“Xxxxxxxx-Xxxxx Act”, shall have the meaning given to that term in Clause 6.1(e);

“Scheme” or “Scheme of Arrangement”, the proposed scheme of arrangement under Section 201 of the Act and the capital reduction under Sections 72 and 74 of

the Act to effect the Acquisition pursuant to this Agreement, in such terms and form as the Parties, acting reasonably, mutually agree, including any revision thereof as may be agreed between the Parties in writing;

“Scheme Consideration”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);

“Scheme Consideration Value”, means the sum obtained by adding (x) the Cash Consideration and (y) the Share Consideration Cash Value;

“Scheme Document”, a document (or the relevant sections of the Joint Proxy Statement comprising the scheme document) (including any amendments or supplements thereto) to be distributed to Xxxxxx Shareholders and, for information only, to Xxxxxx Equity Award Holders containing (i) the Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an explanatory statement as required by Section 202 of the Act with respect to the Scheme, (iv) such other information as may be required or necessary pursuant to the Act or the Takeover Rules and (v) such other information as Xxxxxx and Eaton shall agree;

“Scheme Recommendation”, the recommendation of the Xxxxxx Board that Xxxxxx Shareholders vote in favour of the Resolutions;

“SEC”, the United States Securities and Exchange Commission;

“Securities Act”, the United States Securities Act of 1933, as amended;

“Share Consideration”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);

“Share Consideration Cash Value”, means the product obtained by multiplying (x) the Exchange Ratio by (y) the Eaton Closing Price;

“Significant Subsidiary”, a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X of the Securities Act;

“Specified Termination”, shall have the meaning given to that term in Clause 9.2;

“Subsidiary”, in relation to any person, any corporation, partnership, association, trust or other form of legal entity of which such person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power (provided that the Eaton Merger Parties shall be deemed to be Subsidiaries of Eaton for purposes of this Agreement);

“Superior Proposal Notice”, shall have the meaning given to that term in Clause 5.3(i)(i);

“Surviving Corporation”, shall have the meaning given to that term in Clause 8.2(a);

“Takeover Offer”, means an offer in accordance with Clause 3.6 for the entire issued share capital of Xxxxxx (other than any Xxxxxx Shares beneficially owned by Eaton or any member of the Xxxxx Group (if any)) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document;

“Takeover Offer Document”, means, if following the date of this Agreement, Eaton elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Xxxxxx Shareholders and others by Eaton (or Holdco) containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Eaton and Xxxxxx and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

“Takeover Panel Act”, the Irish Takeover Panel Act 1997 (as amended);

“Takeover Rules”, the Irish Takeover Panel Act 1997 (as amended), Takeover Rules, 2007, as amended;

“Tax” (and “Taxes”), shall have the meaning given to that term in Clause 6.1(n)(ii);

“Tax Authority”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“Taxable”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“Taxation”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“Tax Return”, shall have the meaning given to that term in Clause 6.1(n)(ii);

“Tools JV”, shall have the meaning given to that term in Clause 6.1(a)(ii);

“€”, “EUR”, or “euro”, the single currency unit provided for in Council Regulation (EC) NO974/98 of 8 May 1990, being the lawful currency of Ireland;

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

“US” or “United States”, the United States, its territories and possessions, any State of the United States and the District of Columbia, and all other areas subject to its jurisdiction;

“US GAAP”, U.S. generally accepted accounting principles;

“2012 Bonuses”, shall have the meaning given to that term in Clause 7.4(e)(i); and

“2012 Bonus Plan Participant”, shall have the meaning given to that term in Clause 7.4(e)(i).

1.2

Construction

(a)

In this Agreement, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section or clause thereof.

(b)

In this Agreement, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this Agreement.

(c)

In this Agreement, any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such provision, and any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.

(d)

In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

(e)

In this Agreement, any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.

(f)

In this Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(g)

In this Agreement, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.

1.3

Captions

The table of contents and the headings or captions to the clauses in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction thereof.

1.4

Time

References to times are to Irish times unless otherwise specified.

2.	RULE 2.5 ANNOUNCEMENT, SCHEME DOCUMENT AND XXXXXX EQUITY AWARD HOLDER PROPOSAL

2.1

Rule 2.5 Announcement

(a)

Each Party confirms that its respective board of directors (or a duly authorised committee thereof) has approved the contents and release of the Rule 2.5 Announcement.

(b)

Forthwith upon the execution of this Agreement, Xxxxxx shall, in accordance with, and for the purposes of, the Takeover Rules, procure the release of the Rule 2.5 Announcement to a Regulatory Information Service by no later than 11:59 a.m., New York City time, on May 21, 2012, or such later time as may be agreed between the Parties in writing.

(c)

The obligations of Xxxxxx and Eaton under this Agreement, other than the obligations under Clause 2.1(b), shall be conditional on the release of the Rule 2.5 Announcement to a Regulatory Information Service on May 21, 2012.

(d)

Xxxxxx confirms that, as of the date hereof, the Xxxxxx Board considers that the terms of the Scheme as contemplated by this Agreement are fair and reasonable and that the Xxxxxx Board has resolved to recommend to the Xxxxxx Shareholders that they vote in favour of the Resolutions. The recommendation of the Xxxxxx Board that the Xxxxxx Shareholders vote in favour of the Resolutions, and the related opinion of the financial advisers to the Xxxxxx Board, are set out in the Rule 2.5 Announcement and, subject to Clause 5.3, shall be incorporated in the Scheme Document and any other document sent to Xxxxxx Shareholders in connection with the Acquisition to the extent required by the Takeover Rules.

(e)

The Conditions are hereby incorporated in and shall constitute a part of this Agreement.

2.2

Scheme

(a)

Xxxxxx agrees that it will put the Scheme to the Xxxxxx Shareholders in the manner set out in Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition.

(b)

Each of Eaton and Holdco agrees that it will participate in the Scheme and agree to be bound by its terms, as proposed by Xxxxxx to the Xxxxxx Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme.

(c)

Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, use all of its reasonable endeavours to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion.

2.3

Change in Shares

If at any time during the period between the date of this Agreement and the Effective Time, the outstanding Xxxxxx Shares or Eaton Shares shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any subdivision, reclassification, reorganisation, recapitalisation, split, combination, contribution or exchange of shares, or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Cash Consideration and the Share Consideration and any payments to be made under Clause 4 and any other number or amount contained in this Agreement which is based upon the price or number of the Xxxxxx Shares or the Eaton Shares, as the case may be, shall be correspondingly adjusted to provide the holders of Xxxxxx Shares the same economic effect as contemplated by this Agreement prior to such event.

2.4

Xxxxxx Equity Award Holder Proposal

(a)

Subject to the posting of the Scheme Document in accordance with Clause 3.1, the Parties agree that the Xxxxxx Equity Award Holder Proposal will be made to Xxxxxx Equity Award Holders in respect of their respective holdings of Xxxxxx Options and/or Xxxxxx Share Awards in accordance with Clause 4, Rule 15 of the Takeover Rules and the terms of the Xxxxxx Share Plans.

(b)

The Xxxxxx Equity Award Holder Proposal shall be issued as a joint letter from Xxxxxx and Eaton and the Parties shall agree the final form of the letter to be issued in respect of the Xxxxxx Equity Award Holder Proposal and all other documentation necessary to effect the Xxxxxx Equity Award Holder Proposal.

(c)

Save as required by Law, the High Court and/or the Panel, neither Party shall amend the Xxxxxx Equity Award Holder Proposal after its despatch without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed).

3.	IMPLEMENTATION OF THE SCHEME; EATON SHAREHOLDERS MEETING

3.1

Responsibilities of Xxxxxx in Respect of the Scheme

Xxxxxx shall:

(a)

be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the EGM and Court Meeting;

(b)

for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and, save where not reasonably practicable owing to time restraints, provide Eaton and its advisers with the opportunity to attend any meetings with such barrister to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it (except where the barrister is to advise on matters relating to the fiduciary duties of the directors of Xxxxxx or their responsibilities under the Takeover Rules);

(c)

as promptly as reasonably practicable after the definitive Joint Proxy Statement is filed with the SEC, or, if the preliminary Joint Proxy Statement is reviewed and commented upon by the SEC, after the filing of the first amendment to the preliminary Joint Proxy Statement with the SEC, Xxxxxx shall cause to be filed with the Panel the Joint Proxy Statement (in definitive or preliminary form, as the case may be);

(d)

as promptly as reasonably practicable, notify Eaton of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or the Acquisition as the case may be;

(e)

as promptly as reasonably practicable, notify Eaton upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document and the related forms of proxy, insofar as lies within its powers of procurement, to be so filed or furnished;

(f)

prior to filing or despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, Xxxxxx shall:

(i)

as promptly as reasonably practicable provide Eaton with a reasonable opportunity to review and comment on such document or response; and

(ii)

as promptly as reasonably practicable discuss with Eaton and include in such document or response all comments reasonably and promptly proposed by Eaton to the extent that Xxxxxx, acting reasonably, considers these to be appropriate;

(g)

provide Eaton with drafts of any and all pleadings, affidavits, petitions and other filings prepared by Xxxxxx for submission to the High Court in connection with the Scheme prior to their filing, and afford Eaton reasonable opportunities to review and make comments on all such documents and accommodate such comments to the extent it, acting reasonably, considers these to be appropriate (unless (i) Xxxxxx has received a Xxxxxx Alternative Proposal or an inquiry or proposal from a person who is considering making a Xxxxxx Alternative Proposal or (ii) Xxxxxx is considering making a Xxxxxx Change of Recommendation);

(h)

as promptly as reasonably practicable make all reasonably necessary applications to the High Court in connection with the implementation of the Scheme (including issuing appropriate proceedings requesting the High Court to order that the Court Meeting be convened as promptly as reasonably practicable following the publication of the Rule 2.5 Announcement), and use all reasonable endeavours so as to ensure (insofar as reasonably possible) that the hearing of such proceedings occurs as promptly as reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting;

(i)

procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the forms of proxy for the use at the Court Meeting and the EGM (the form of which shall be agreed between the Parties) (a) to Xxxxxx Shareholders on the register of members of Xxxxxx on the record date as agreed with the High Court, as promptly as reasonably practicable after the approval of the High Court to despatch the documents being obtained, and (b) to the holders of the Xxxxxx Options or Xxxxxx Share Awards on such date, for information only, as promptly as reasonably practicable after the approval of the High Court to despatch the documents being obtained, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties) as the High Court and/or the Panel may approve or direct from time to time in connection with the implementation of the Scheme in accordance with applicable Law as promptly as reasonably practicable after the approval of the High Court and/or the Panel to publish or post such documents being obtained;

(j)

unless the Xxxxxx Board has effected a Xxxxxx Change of Recommendation pursuant to Clause 5.3, and subject to the obligations of the Board under the Takeover Rules, procure that the Scheme Document shall include the Scheme Recommendation;

(k)

include in the Scheme Document, a notice convening the EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the EGM Resolutions;

(l)

prior to the Court Meeting, keep Eaton reasonably informed in the two (2) weeks prior to the Court Meeting of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the EGM, and in any event shall provide such number promptly upon the request of Eaton or its Representatives;

(m)

notwithstanding any Xxxxxx Change of Recommendation, unless this Agreement has been terminated pursuant to Clause 9, hold the Court Meeting and the EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing between the Parties, and in such a manner as shall be approved, if necessary, by the High Court and/or the Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing with Eaton, such agreement not to be unreasonably withheld, conditioned or delayed;

(n)

afford all such cooperation and assistance as may reasonably be requested of it by Eaton in respect of the preparation and verification of any document or in connection with any Clearance or confirmation required for the implementation of the Scheme including the provision to Eaton of such information and confirmation relating to it, its Subsidiaries and any of its or their respective directors or employees as Eaton may reasonably request (including for the purposes of preparing the Joint Proxy Statement or Form S-4) and to do so in a timely manner and assume responsibility only for the information relating to it contained in the Scheme Document or any other document sent to Xxxxxx Shareholders or filed with the High Court or in any announcement;

(o)

review and provide comments (if any) in a timely manner on all documentation submitted to it;

(p)

following the Court Meeting and EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 201 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where applicable (with the exception of Conditions 2(c) and 2(d)), take all necessary steps on the part of Xxxxxx to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; and

(q)

give such undertakings as are required by the High Court in connection with the Scheme as Xxxxxx determines to be reasonable.

3.2

Responsibilities of Eaton and Holdco in Respect of the Scheme

Eaton shall, and in the case of Clauses 3.2(a), 3.2(b), 3.2(d), 3.2(e), 3.2(f) and 3.2(g) Holdco shall:

(a)

instruct counsel to appear on its behalf at the Court Hearing and undertake to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to Eaton or Holdco;

(b)

if, and to the extent that, it or any of its Associates owns or is interested in Xxxxxx Shares, exercise all rights, and, insofar as lies within its powers, procure that each of its Associates shall exercise all rights, in respect of such Xxxxxx Shares so as to implement, and otherwise support the implementation of, the Scheme, including by voting (and, in respect of interests in Xxxxxx held via contracts for difference or other derivative instruments, procuring that instructions are given to the holder of the underlying Xxxxxx Shares to vote) in favour of the Resolutions or, if required by Law, the High Court, the Takeover Rules or other rules, refraining from voting, at any Court Meeting and/or EGM as the case may be;

(c)

procure that the other members of the Xxxxx Group and, insofar as lies within its power or procurement, their Representatives, take all such steps as are necessary or desirable in order to implement the Scheme;

(d)

keep Xxxxxx reasonably informed and consult with Xxxxxx as to the performance of the obligations and responsibilities required of Eaton and Holdco pursuant to this Agreement and/or the Scheme and as to any material developments relevant to the proper implementation of the Scheme;

(e)

afford all such cooperation and assistance as may reasonably be requested of it by Xxxxxx in respect of the preparation and verification of any document or in connection with any Clearance or confirmation required for the implementation of the Scheme including the provision to Xxxxxx of such information and confirmation relating to it, its Subsidiaries and any of its or their respective directors or employees as Xxxxxx may reasonably request (including for the purposes of preparing the Joint Proxy Statement) and to do so in a timely manner and assume responsibility only for the information relating to it contained in the Scheme Document or any other document sent to Xxxxxx Shareholders or filed with the High Court or in any announcement;

(f)

review and provide comments (if any) in a timely manner on all documentation submitted to it; and

(g)

as promptly as reasonably practicable, notify Xxxxxx of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or the Acquisition as the case may be.

3.3

Mutual Responsibilities of the Parties

(a)

If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Xxxxxx Shareholders and, for information only, if required, to the holders of the Xxxxxx Options or Xxxxxx Share Awards; and

(b)

Xxxxxx, Xxxxx and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with Completion.

3.4

Dealings with the Panel

(a)

Each of the Parties will promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme.

(b)

Save in each case where not reasonably practicable owing to time restraints, each of the Parties will give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or amendment to be proposed to the Scheme in connection therewith and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and accommodate such comments and suggestions to the extent that such Party, acting reasonably, considers these to be appropriate and keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided always that any correspondence or other information required to be provided under this Clause 3.4(b) may be redacted:

(i)

to remove references concerning the valuation of the businesses of Xxxxxx;

(ii)

as necessary to comply with contractual obligations; and

(iii)

as necessary to address reasonable privilege or confidentiality concerns.

(c)

Xxxxxx undertakes, if so reasonably requested by Eaton, to issue as promptly as reasonably practicable its written consent to Eaton and to the Panel in respect of any application made by Eaton to the Panel:

(i)

to redact any commercially sensitive or confidential information specific to Xxxxx’x financing arrangements for the Acquisition (“Eaton Financing Information”) from any documents that Eaton is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules;

(ii)

for a derogation from the requirement under the Takeover Rules to disclose Eaton Financing Information in the Scheme Document, any supplemental document or other document sent to Xxxxxx Shareholders, the holders of the Xxxxxx Options or Xxxxxx Share Awards pursuant to the Takeover Rules.

(d)

Eaton undertakes, if so requested by Xxxxxx, to issue as promptly as reasonably practicable its written consent to Xxxxxx and to the Panel in respect of any application made by Xxxxxx to the Panel to permit entering into and effecting (i) the retention arrangements contemplated by Clause 5.1(b)(iii) of the Xxxxxx Disclosure Schedule and (ii) a transaction of the type described in Clause 5.3(g) of the Xxxxxx Disclosure Schedule.

(e)

Notwithstanding the foregoing provisions of this Clause 3.4, Xxxxxx shall not be required to take any action pursuant to such provisions if (i) such action is prohibited by the Panel, (ii) Xxxxxx has received a Xxxxxx Alternative Proposal or an inquiry or proposal from a person who is considering making a Xxxxxx Alternative Proposal or (iii) Xxxxxx has made or is considering making a Xxxxxx Change of Recommendation.

(f)

Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

3.5

No Scheme Amendment by Xxxxxx

Save as required by Law, the High Court and/or the Panel, Xxxxxx shall not:

(a)

amend the Scheme;

(b)

adjourn or postpone the Court Meeting or the EGM (provided, however, that Xxxxxx may, without the consent of Eaton, adjourn or postpone the Court Meeting or EGM (i) in the case of adjournment, if requested by Xxxxxx Shareholders to do so, (ii) to the extent reasonably necessary to ensure that any required supplement or amendment to the Joint Proxy Statement or Form S-4 is provided to the Xxxxxx Shareholders or to permit dissemination of information which is material to shareholders voting at the Court Meeting or the EGM, but only for so long as the Xxxxxx Board determines in good faith, after having consulted with outside counsel, that such action is reasonably necessary or advisable to give the Xxxxxx Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated, or (iii) if as of the time the Court Meeting or EGM is scheduled (as set forth in the Joint Proxy Statement), there are insufficient Xxxxxx Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Court Meeting or the EGM, but only until a meeting can be held at which there are a sufficient number of Xxxxxx Shares represented to constitute a quorum or (B) voting for the approval of the Court Resolutions or the EGM Resolutions, as applicable, but only until a meeting can be held at which there are a sufficient number of votes of holders of Xxxxxx Shares to approve the Court Meeting Resolutions or the EGM Resolutions, as applicable; or

(c)

amend the Resolutions (in each case, in the form set out in the Scheme Document);

after despatch of the Scheme Document without the consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed).

3.6

Switching to a Takeover Offer

(a)

In the event (and only in the event) that Eaton reasonably considers (in its good faith discretion) that a competitive situation exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Eaton may elect (and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6.

(b)

Save where there has been a Xxxxxx Change of Recommendation, if Eaton elects to implement the Acquisition by way of the Takeover Offer, Xxxxxx undertakes to provide Eaton as promptly as reasonably practicable with all such information about the Xxxxxx Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and relevant professional advisers.

(c)

If Eaton elects to implement the Acquisition by way of a Takeover Offer, Xxxxxx agrees:

(i)

that the Takeover Offer Document will contain provisions in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Eaton and Xxxxxx; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favourable to the Xxxxxx Shareholders (except for the 80 per cent acceptance condition contemplated by Paragraph 9 of Annex I to the Rule 2.5 Announcement) and the holders of Xxxxxx Options and Xxxxxx Share Awards and Xxxxxx Employees as those which would apply in relation to the Scheme;

(ii)

save where there has been a Xxxxxx Change of Recommendation, to reasonably co-operate and consult with Eaton in the preparation of the Takeover Offer Document or any other document or filing which is required for the purposes of implementing the Acquisition;

(iii)

that, subject to the obligations of the Xxxxxx Board under the Takeover Rules, and unless the Xxxxxx Board determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of the directors of Xxxxxx or the Takeover Rules, with respect to the Takeover Offer shall incorporate a recommendation to the holders of the Xxxxxx Shares from the Xxxxxx Board to accept the Takeover Offer, and such recommendation will not be withdrawn, adversely modified or qualified except as contemplated by Clause 5.3.

(d)

Save where there has been a Xxxxxx Change of Recommendation, if Eaton elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6(a), the Parties mutually agree:

(i)

to prepare and file with, or submit to, the SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Securities Act or the Exchange Act in connection with the Takeover Offer, and each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following accommodation of such comments and approval of such documents, amendments and supplements by the other Party, which shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC;

(ii)

to provide the other Party with any comments received from the SEC on any documents filed by it with the SEC promptly after receipt thereof; and

(iii)

to provide the other Party with reasonable prior notice of any proposed oral communication with the SEC and afford the other Party reasonable opportunity to participate therein.

(e)

If the Takeover Offer is consummated, Eaton shall cause Holdco to effect as promptly as reasonably practicable a compulsory acquisition of any Xxxxxx Shares under section 204 of the Act not acquired in the Takeover Offer for the same consideration per share.

(f)

For the avoidance of doubt, nothing in this Clause 3.6 shall require Xxxxxx to provide Eaton with any information with respect to, or to otherwise take or fail to take any action in connection with Xxxxxx’x consideration of or response to, any actual or potential Xxxxxx Alternative Proposal.

3.7

Preparation of Joint Proxy Statement and Form S-4; Eaton Shareholders Meeting

(a)

As promptly as reasonably practicable following the date hereof, each of the Parties shall cooperate in preparing and shall cause to be filed with the SEC (i) mutually acceptable proxy materials which shall constitute (A) the Scheme Document, which shall also constitute the proxy statement relating to the matters to be submitted to the Xxxxxx Shareholders at the Court Meeting and the EGM and (B) the proxy statement relating to the matters to be submitted to the Eaton Shareholders at the Eaton Shareholders Meeting (such joint proxy statement, and any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) a registration statement on Form S-4 (of which the Joint Proxy Statement will form a part) with respect to the issuance of Holdco Shares in respect of the Scheme and Merger (the “Form S-4”). Each of the Parties shall use all reasonable endeavours to have the Joint Proxy Statement cleared by the SEC and the Form S-4 to be declared effective by the SEC, to keep the Form S-4 effective as long as is necessary to consummate the Acquisition and the Merger, and to mail the Joint Proxy Statement to their respective shareholders as promptly as practicable after the Form S-4 is declared effective, to the extent required by applicable Law. Each of the Parties shall, as promptly as practicable after receipt thereof, provide the other with copies of any written comments and advise the other Party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC. Each Party shall cooperate and provide the

other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement or the Form S-4 prior to filing such with the SEC, and each Party will provide the other Party with a copy of all such filings made with the SEC. Each Party shall use all reasonable endeavours to take any action required to be taken by it under any applicable state securities Laws in connection with the Acquisition or the Merger, and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each Party will advise the other Party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Holdco Shares issuable in connection with the Acquisition and the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4. If, at any time prior to the Effective Time, any information relating to any of the Parties, or their respective Affiliates, officers or directors, should be discovered by either Party, and such information should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4 so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and, to the extent required by Law an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Xxxxxx Shareholders and the Eaton Shareholders.

(b)

Eaton shall duly take all lawful action to call, give notice of, convene and hold a meeting of the Eaton Shareholders (the “Eaton Shareholders Meeting”) as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the adoption of this Agreement by the holders of Eaton Shares as required by Article SIXTH of the Amended and Restated Articles of Incorporation of Eaton (the “Eaton Shareholder Approval”). Save as required by Law, Eaton shall not adjourn or postpone the Eaton Shareholders Meeting after filing of the Form S-4 without the consent of Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that Eaton may, without the consent of Xxxxxx, adjourn or postpone the Eaton Shareholders Meeting (i) to the extent reasonably necessary to ensure that any required supplement or amendment to the Joint Proxy Statement or Form-S-4 is provided to the Eaton Shareholders or to permit dissemination of information which is material to shareholders voting at the Eaton Shareholder Meeting, but only for so long as the Eaton Board determines in good faith, after having consulted with outside counsel, that such action is reasonably necessary or advisable to give the Eaton Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated, or (ii) if as of the time the Eaton Shareholders Meeting is scheduled (as set forth in the Joint Proxy Statement), there are insufficient Eaton Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Eaton Shareholders Meeting, but only until a meeting can be held at which there are a sufficient number of Eaton Shares represented to constitute a quorum or (B) voting for the Eaton Shareholder Approval, but only until a meeting can be held at which there are a sufficient number of votes of holders

of Eaton Shares to obtain the Eaton Shareholder Approval. Subject to Clause 5.4, Eaton shall (i) use all reasonable endeavours to obtain from the Eaton Shareholders the Eaton Shareholder Approval and (ii) through the Eaton Board, make the Eaton Recommendation to the Eaton Shareholders and include the Eaton Recommendation in the Joint Proxy Statement. Unless this Agreement has been terminated in accordance with Clause 9, this Agreement shall be submitted to the Eaton Shareholders at the Eaton Shareholders Meeting for the purpose of obtaining the Eaton Shareholder Approval, and nothing contained herein shall be deemed to relieve Eaton of such obligation.

(c)

Eaton shall, prior to the Eaton Shareholders Meeting, keep Xxxxxx reasonably informed in the two (2) weeks prior to the Eaton Shareholders Meeting of the number of proxy votes received in respect of matters to be acted upon at the Eaton Shareholders Meeting, and in any event shall provide such number promptly upon the request of Xxxxxx or its Representatives.

(d)

Each of the Parties shall use all reasonable endeavours to cause the Eaton Shareholders Meeting, the Court Meeting and the EGM to be held on the same date.

4.	EQUITY AWARDS

4.1

Xxxxxx Options Granted under the Xxxxxx Industries plc 2011 Omnibus Incentive Compensation Plan

In accordance with the terms of the Xxxxxx Industries plc 2011 Omnibus Incentive Compensation Plan, each Xxxxxx Option granted under such plan that is outstanding immediately prior to the Effective Time shall, whether or not then exercisable and vested, become fully exercisable and vested immediately prior to the Effective Time and shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Option, be cancelled and converted into the right to receive from Holdco the Scheme Consideration for each Net Xxxxxx Share subject to such Xxxxxx Option, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date. The Applicable Withholding Amount covered under this Clause 4.1 shall first be applied to reduce the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Xxxxxx Option and, to the extent such Applicable Withholding Amount exceeds the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Xxxxxx Option, the excess of such Applicable Withholding Amount over the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Xxxxxx Option shall be applied to reduce the aggregate Share Consideration payable in respect of the cancellation of such holder’s Xxxxxx Option (based on the Eaton Closing Price).

4.2

Xxxxxx Options Granted under the Xxxxxx Industries plc Amended and Restated Stock Incentive Plan and the Amended and Restated Xxxxxx Industries plc Directors’ Stock Plan

In accordance with the terms of the applicable plan governing such Xxxxxx Option, each Xxxxxx Option granted under the Xxxxxx Industries plc Amended and Restated Stock Incentive Plan and the Amended and Restated Xxxxxx Industries plc Directors’ Stock Plan that is outstanding immediately before the Effective Time shall, whether or not then exercisable and vested, become fully exercisable and vested immediately prior to the Effective Time and shall, by virtue of the occurrence of the Effective

Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Option, be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Xxxxxx Shares subject to such Xxxxxx Option multiplied by (b) the excess, if any, of the Cash Out Amount over the exercise price per Xxxxxx Share subject to such Xxxxxx Option. Holdco shall pay to the holders of Xxxxxx Options covered by this Clause 4.2, with respect to each Xxxxxx Option covered by this Clause 4.2, the cash amount described in the immediately preceding sentence, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date.

4.3

Xxxxxx Share Awards Granted under the Xxxxxx Employee Share Plans, other than Xxxxxx Share Awards included in Deferral Accounts

In accordance with the terms of the applicable plan governing such Xxxxxx Share Award, each Xxxxxx Share Award granted under the Xxxxxx Employee Share Plans, other than any Xxxxxx Share Award included in Deferral Accounts, that is outstanding immediately prior to the Effective Time shall, whether or not then vested, become fully vested immediately prior to the Effective Time and shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Share Award, be cancelled and converted into the right to receive from Holdco, for each Xxxxxx Share subject to such Xxxxxx Share Award, the Scheme Consideration, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date.

For any performance-based Xxxxxx Share Award covered by this Clause 4.3, the number of Xxxxxx Shares subject to such Xxxxxx Share Award shall equal:

(a)

with respect to any such Xxxxxx Share Award granted under the Xxxxxx Industries plc 2011 Omnibus Incentive Compensation Plan, the greater of (i) the target number of Xxxxxx Shares subject to such Xxxxxx Share Award, and (ii) the number of Xxxxxx Shares that would be earned with respect to such Xxxxxx Share Award based on Xxxxxx’x actual performance immediately prior to the Effective Time (extrapolated through the end of the performance period); and

(b)

with respect to any such Xxxxxx Share Award granted under the Xxxxxx Industries plc Amended and Restated Stock Incentive Plan, the target number of Xxxxxx Shares subject to such Xxxxxx Share Award.

The Applicable Withholding Amount covered under this Clause 4.3 shall first be applied to reduce the aggregate Cash Consideration payable in respect of the cancellation of a holder’s Xxxxxx Share Award and, to the extent such Applicable Withholding Amount exceeds the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Xxxxxx Share Award, the excess of such Applicable Withholding Amount over the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Xxxxxx Share Award shall be applied to reduce the aggregate Share Consideration payable in respect of the cancellation of such holder’s Xxxxxx Share Award (based on the Eaton Closing Price).

4.4

Xxxxxx Share Awards Granted under the Xxxxxx Director Share Plans or included in Deferral Accounts

In accordance with the terms of the applicable plan governing such Xxxxxx Share Award, each Xxxxxx Share Award (a) granted under the Xxxxxx Director Share Plans

or (b) included in a Deferral Account, in each case, that is outstanding immediately prior to the Effective Time shall, whether or not then vested, become fully vested immediately prior to the Effective Time and shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Share Award, be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Xxxxxx Shares subject to such Xxxxxx Share Award multiplied by (ii) the Cash Out Amount. Holdco shall pay to the holders of Xxxxxx Share Awards covered by this Clause 4.4, with respect to each Xxxxxx Share Award covered by this Clause 4.4, the cash amount described in the immediately preceding sentence, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date.

4.5

Dividend Equivalents in Respect of Xxxxxx Share Awards

Where holders of Xxxxxx Share Awards are entitled to dividend equivalents under the Xxxxxx Share Plans or any applicable award agreement, Holdco shall pay to such holders of Xxxxxx Share Awards all dividend equivalents corresponding to such Xxxxxx Share Awards, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date. Such payments will be made (a) in cash, with respect to dividend equivalents denominated in cash and (b) in the form of consideration (cash or Scheme Consideration) which mirrors the treatment of Xxxxxx Share Awards under the applicable plan pursuant to which such dividend equivalents were issued as set forth in Clauses 4.1-4.4 hereof, with respect to dividend equivalents denominated in Xxxxxx Shares.

4.6

Assumption of Eaton Share Plans

(a)

As of the Effective Time, Holdco will assume all Eaton Share Plans and the awards granted thereunder and will be able to grant stock awards, to the extent permissible by applicable Laws and NYSE regulations, under the terms of the Eaton Share Plans covering the reserved but unissued Eaton Shares, except that (i) Eaton Shares covered by such awards will be Holdco Shares and (ii) all references to a number of Eaton Shares will be changed to references to Holdco Shares.

(b)

As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the Eaton Board (or, if appropriate, any committee administering Xxxxx’x stock-based incentive plans) and Holdco shall adopt such resolutions and take such other actions as may be reasonably required to effectuate the foregoing provisions of this Clause 4.6 subject to any adjustments that may be required by Irish law or by virtue of the fact that Holdco will be an Irish public limited company.

4.7

Reasonable Endeavours

Each of the Parties shall use reasonable endeavours to take any actions reasonably necessary to effectuate the transactions contemplated by this Clause 4, including, without limitation, having the applicable board or committee administering the plans governing the affected awards, adopt resolutions necessary to effect the foregoing.

4.8

Amendment of Articles

Xxxxxx shall procure that a special resolution be put before the Xxxxxx Shareholders at the EGM proposing that the Articles of Association of Xxxxxx be amended so that

any Xxxxxx Shares allotted following the EGM will either be subject to the terms of the Scheme or acquired by Holdco for the same consideration per Xxxxxx Share as shall be payable to Xxxxxx Shareholders under the Scheme (depending upon the timing of such allotment); provided, however that nothing in such amendment to the Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any Xxxxxx Shares issued on the exercise of Xxxxxx Options or vesting or settlement of Xxxxxx Share Awards, as applicable, following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every Xxxxxx Share will be bound by the terms of the Scheme.

4.9

Fractional Entitlements

Notwithstanding anything to the contrary contained in this Clause 4, no Fractional Entitlements shall be issued by Holdco under Clause 4.1 or Clause 4.3, and all Fractional Entitlements shall be aggregated and sold in the market with the net proceeds of any such sale distributed pro-rata to the holders of Xxxxxx Share Awards.

5.	XXXXXX AND EATON CONDUCT

5.1

Conduct of Business by Xxxxxx

(a)

At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted elsewhere in this Agreement, or as set forth in Clause 5.1 of the Xxxxxx Disclosure Schedule, or with the prior written consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed), Xxxxxx shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects; provided, however, that no action by Xxxxxx or its Subsidiaries with respect to matters specifically addressed by any provision of Clause 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Clause 5.1(b).

(b)

At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which the Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted elsewhere in this Agreement, or as set forth in Clause 5.1 of the Xxxxxx Disclosure Schedule, or with the prior written consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed), Xxxxxx:

(i)

shall not, and shall not permit any of its Subsidiaries that is not wholly owned to, authorise or pay any dividends on or make any distribution with respect to the outstanding shares in its capital (whether in cash, assets, shares or other securities of Xxxxxx or its Subsidiaries), except (A) dividends and distributions paid or made on a pro rata basis by Subsidiaries in the ordinary course consistent with past practice and (B) that, subject to Clause 7.9, Xxxxxx may continue to pay regular quarterly cash dividends on Xxxxxx Shares of not more than $0.31 per share per quarter, consistent with past practice as to timing of declaration, record date and payment date;

(ii)

shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its shares of capital in issue, or issue or authorise the issuance of any other securities in respect of, in lieu of or in substitution for, shares in its capital, except (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement) for any such transaction by a wholly owned Subsidiary of Xxxxxx which remains a wholly owned Subsidiary after consummation of such transaction;

(iii)

shall not, and shall not permit any of its Subsidiaries to (A) grant any Xxxxxx Options, Xxxxxx Share Awards or any other equity-based awards, (B) increase the compensation or other benefits payable or provided to Xxxxxx’x current or former directors, corporate officers, executive officers or Xxxxxx MCA Employees, (C) increase the compensation or other benefits payable or provided to Xxxxxx’x employees who are not current or former directors, corporate officers, executive officers or Xxxxxx MCA Employees, other than in the ordinary course of business and consistent with past practices, (D) enter into any employment, change of control, severance or retention agreement with any employee of Xxxxxx (except (1) to the extent necessary to replace a departing employee who was party to such an agreement, in which case, any such new agreement shall not provide for compensation or benefits materially in excess of the compensation or benefits payable to such departing employee at the time of his or her termination, (2) for employment agreements terminable on less than 30 days’ notice without penalty or liability, or (3) for severance agreements that provide severance benefits that are not in excess of those benefits provided under Xxxxxx’x xxxxxxxxx plan, as in effect on the date hereof, entered into with employees in the ordinary course of business and consistent with past practices in connection with terminations of employment), (E) terminate the employment of any corporate officers, executive officers or Xxxxxx MCA Employees other than for cause, (F) amend any performance targets with respect to any outstanding bonus or equity awards, (G) increase the funding obligation or contribution rate of any Xxxxxx Benefit Plan subject to Title IV of ERISA other than in the ordinary course of business and consistent with past practices, or (H) establish, adopt, enter into, amend or terminate any Xxxxxx Benefit Plan or any other plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except, in the case of each of sub-clauses (A) through (H) of this Clause 5.1(b)(iii), as otherwise permitted pursuant to this Clause 5.1(b)(iii) or as required by existing written agreements or Xxxxxx Benefit Plans in effect as of the date of this Agreement or as otherwise required by applicable Law;

(iv)

shall not, and shall not permit any of its Subsidiaries to, make any change in financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes that would materially affect the consolidated assets, liabilities or results of operations of the Company, except as required by US GAAP, applicable Law or SEC policy;

(v)

shall not, and shall not permit any of its Subsidiaries to, authorise or announce an intention to authorise, or enter into agreements with respect to, any acquisitions of an equity interest in or a substantial portion of the assets of any person or any business or division thereof, or any mergers, consolidations or business combinations, except in respect of any mergers, consolidations or business combinations among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement), or pursuant to existing contracts set forth in Clause 5.1(b)(v) of the Xxxxxx Disclosure Schedule;

(vi)

shall not amend the Xxxxxx Memorandum and Articles of Association, and shall not permit any of its Subsidiaries to adopt any material amendments to its Organisational Documents;

(vii)

shall not, and shall not permit any of its Subsidiaries to, issue, deliver, grant, sell, pledge, dispose of or encumber, or authorise the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in its capital, voting securities or other equity interest in Xxxxxx or any Subsidiaries or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in its capital, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or take any action to cause to be exercisable any otherwise unexercisable Xxxxxx Option under any existing Xxxxxx Share Plan (except as otherwise provided by the express terms of any options outstanding on the date hereof), other than (A) issuances of Xxxxxx Shares in respect of any exercise of Xxxxxx Options or the vesting or settlement of Xxxxxx Share Awards outstanding on the date hereof, (B) withholding of Xxxxxx Shares to satisfy Tax obligations pertaining to the exercise of Xxxxxx Options or the vesting or settlement of Xxxxxx Share Awards or to satisfy the exercise price with respect to Xxxxxx Options or to effectuate an optionee direction upon exercise, (C) issuances of Xxxxxx Shares pursuant to Xxxxxx’x dividend reinvestment plan and (D) transactions among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement);

(viii)

shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise acquire any shares in its capital or any rights, warrants or options to acquire any such shares in its capital, except for (A) acquisitions of Xxxxxx Shares tendered by holders of Xxxxxx Options and Xxxxxx Share Awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto and (B) transactions among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned

Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement);

(ix)

shall not, and shall not permit any of its Subsidiaries to, redeem, repurchase, prepay (other than prepayments of revolving loans), defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respects the terms of any indebtedness for borrowed money or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any indebtedness for borrowed money among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement), (B) indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any existing indebtedness for borrowed money of Xxxxxx or any of its Subsidiaries, (C) guarantees by Xxxxxx of indebtedness for borrowed money of Subsidiaries of Xxxxxx or guarantees by Xxxxxx’x Subsidiaries of indebtedness for borrowed money of Xxxxxx or any Subsidiary of Xxxxxx, which indebtedness is incurred in compliance with this Clause 5.1(b)(ix), (D) indebtedness for borrowed money incurred pursuant to agreements entered into by Xxxxxx or its Subsidiaries in effect prior to the execution of this Agreement and set forth in Clause 5.1(b)(ix) of the Xxxxxx Disclosure Schedule, (E) transactions at the stated maturity of such indebtedness and required amortization or mandatory prepayments and (F) indebtedness for borrowed money not to exceed $50.0 million in aggregate principal amount outstanding at any time incurred by Xxxxxx or any of its Subsidiaries other than in accordance with sub-clauses (A) - (D), inclusive; provided that nothing contained herein shall prohibit Xxxxxx and its Subsidiaries from making guarantees or obtaining letters of credit or surety bonds for the benefit of commercial counterparties in the ordinary course of business consistent with past practice;

(x)

shall not, and shall not permit any of its Subsidiaries to, make any loans to any other person involving in excess of $5.0 million individually or $10.0 million in the aggregate, except (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement) for loans among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries;

(xi)

shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, transfer, exchange, swap or otherwise dispose of, or subject to any Lien (other than Xxxxxx Permitted Liens), any of its material properties or assets (including shares in the capital of its or their Subsidiaries), except (A) pursuant to existing agreements in effect prior to the execution of this Agreement, (B) in the case of Liens, as required in connection with any indebtedness permitted to be incurred pursuant to sub-clause (ix) hereof, (C) sales of inventory in the ordinary course of business, (D) for transactions involving less

than $10.0 million individually and $50.0 million in the aggregate or (E) (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement) for transactions among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries;

(xii)

shall not, and shall not permit any of its Subsidiaries to, compromise or settle any material claim, litigation, investigation or proceeding, in each case made or pending against Xxxxxx or any of its Subsidiaries (for the avoidance of doubt, not including any compromise or settlement with respect to matters in which any of them is a plaintiff), or any of their officers and directors in their capacities as such, other than (A) the compromise or settlement of claims, litigation, investigations or proceedings of the type described in Clause 5.1(b)(xii)(A) of the Xxxxxx Disclosure Schedule (the “Clause 5.1(b)(xii)(A) Claims”), as set forth in Clause 5.1(b)(xii)(A) of the Xxxxxx Disclosure Schedule and (B) in the case of any other such claims, litigations, investigations or proceedings that are not Clause 5.1(b)(xii)(A) Claims, any such compromise or settlement that (x) is for an amount not to exceed, for any such compromise or settlement individually or in the aggregate, the applicable amounts set forth on Clause 5.1(b)(xii)(B) of the Xxxxxx Disclosure Schedule and (y) does not impose any material injunctive relief on Xxxxxx and its Subsidiaries, or otherwise as required by applicable Law or any judgment by a court of competent jurisdiction;

(xiii)

shall not, and shall not permit any of its Subsidiaries to, make or change any material Tax election, change any method of Tax accounting, file any amended Tax Return, settle or compromise any audit or proceeding relating to a material amount of Taxes, agree to an extension or waiver of the statute of limitations with respect to a material amount of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a material amount of Tax refund;

(xiv)

shall not, and shall not permit any of its Subsidiaries to, make any new capital expenditure or expenditures, or commit to do so, in excess of the amounts set forth in Clause 5.1(b)(xiv) of the Xxxxxx Disclosure Schedule;

(xv)

except in the ordinary course of business consistent with past practice, shall not, and shall not permit any of its Subsidiaries to, enter into any contract that would, if entered into prior to the date hereof, be a Xxxxxx Material Contract, or materially modify, materially amend or terminate any Xxxxxx Material Contract or waive, release or assign any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned, in each case as applicable, would reasonably be expected to impair in any material respect the ability of Xxxxxx and its Subsidiaries, taken as a whole, to conduct their business as currently conducted;

(xvi)

shall not, and shall not permit any of its Subsidiaries to, alter any intercompany arrangements or agreements or the ownership structure among Xxxxxx and its wholly owned Subsidiaries or among Xxxxxx’x wholly owned Subsidiaries if such alterations, individually or in the aggregate, would reasonably be expected to have material tax consequences to Xxxxxx or any of its Subsidiaries; and

(xvii)

shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions.

5.2

Conduct of Business by Eaton

(a)

At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted elsewhere in this Agreement, or as set forth in Clause 5.2 of the Eaton Disclosure Schedule, or with the prior written consent of Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed), Eaton shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects; provided, however, that no action by Eaton or its Subsidiaries with respect to matters specifically addressed by any provision of Clause 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Clause 5.2(b).

(b)

At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which the Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted elsewhere in this Agreement, or as set forth in Clause 5.2 of the Eaton Disclosure Schedule, or with the prior written consent of Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed), Eaton:

(i)

shall not, and shall not permit any of its Subsidiaries that is not wholly owned to, authorise or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Eaton or its Subsidiaries), except (A) dividends and distributions paid or made on a pro rata basis by Subsidiaries in the ordinary course consistent with past practice and (B) that, subject to Clause 7.9, Eaton may continue to pay regular quarterly cash dividends on Eaton Shares of not more than $0.38 per share per quarter, consistent with past practice as to timing of declaration, record date and payment date;

(ii)

shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock, or issue or authorise the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement) for any such transaction by a wholly owned Subsidiary of Eaton which remains a wholly owned Subsidiary after consummation of such transaction;

(iii)

shall not, and shall not permit any of its Subsidiaries to, authorise or announce an intention to authorise, or enter into agreements with respect to, any acquisitions of an equity interest in or a substantial portion of the assets of any person or any business or division thereof, or any mergers, consolidations or business combinations or any acquisitions of equity or assets, mergers, consolidations or business combinations that would reasonably be expected to make it more difficult to obtain any Clearance required to satisfy a Condition or that would reasonably be expected to prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement (including the Acquisition);

(iv)

shall not amend the Eaton Articles of Incorporation, the Eaton Regulations or the Holdco Memorandum and Articles of Association, and shall not permit any of the other Eaton Merger Parties to amend any of the Other Eaton Merger Party Organisational Documents, in each case in any manner that would adversely affect the consummation of the transactions contemplated by this Agreement, and shall not permit any of its Subsidiaries to adopt any material amendments to its Organisational Documents;

(v)

shall not, and shall not permit any of its Subsidiaries to, issue, deliver, grant, sell, pledge, dispose of or encumber, or authorise the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares of its capital stock, voting securities or other equity interest in Eaton or any Subsidiaries or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares of capital stock, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or take any action to cause to be exercisable any otherwise unexercisable Eaton Share Option under any existing Eaton Share Plan (except as otherwise provided by the express terms of any options outstanding on the date hereof), other than (A) issuances of Eaton Shares in respect of any exercise of Eaton Share Options or the vesting or settlement of Eaton Share Awards outstanding on the date hereof or as may be granted after the date hereof in accordance with this Clause 5.2(b), (B) grants of Eaton Share Options and Eaton Share Awards in the ordinary course of business consistent with past practice, (C) withholding of Eaton Shares to satisfy Tax obligations pertaining to the exercise of Eaton Share Options or the vesting or settlement of Eaton Share Awards or to satisfy the exercise price with respect to Eaton Share Options or to effectuate an optionee direction upon exercise; (D) issuances of Eaton Shares pursuant to Xxxxx’x dividend reinvestment plan; (E) issuances, market sales or purchases, or distributions of Eaton Shares pursuant to the terms of the Eaton Savings Plan; and (F) transactions among Eaton and its wholly owned Subsidiaries or among Xxxxx’x wholly owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement); and

(vi)

shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions.

5.3

Non-Solicitation

(a)

Subject to any actions which Xxxxxx is required to take so as to comply with the requirements of the Takeover Rules, Xxxxxx agrees that neither it nor any Subsidiary of Xxxxxx shall, and that it shall use all reasonable endeavours to cause its and their respective Representatives and any person Acting in Concert with Xxxxxx not to, directly or indirectly: (i) solicit, initiate or knowingly encourage any enquiry with respect to, or the making or submission of, any Xxxxxx Alternative Proposal, (ii) participate in any discussions or negotiations regarding a Xxxxxx Alternative Proposal with, or furnish any nonpublic information regarding a Xxxxxx Alternative Proposal to, any person that has made or, to Xxxxxx’x knowledge, is considering making a Xxxxxx Alternative Proposal, except to notify such person as to the existence of the provisions of this Clause 5.3, or (iii) waive, terminate, modify or fail to use reasonable endeavours to enforce any provision of any “standstill” or similar obligation of any person with respect to Xxxxxx or any of its Subsidiaries or, except as otherwise provided in this Agreement, amend or terminate the Xxxxxx Rights Agreement or redeem the rights of Xxxxxx Shareholders thereunder so as to facilitate the making of a Xxxxxx Alternative Proposal (provided that Xxxxxx shall not be required to take, or be prohibited from taking, any action otherwise prohibited or required by this subclause (iii) if the Xxxxxx Board determines in good faith (after consultation with Xxxxxx’x legal advisors) that such action or inaction would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law). Xxxxxx shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Xxxxxx Alternative Proposal, or any enquiry or proposal that may reasonably be expected to lead to a Xxxxxx Alternative Proposal, request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such person or its Representatives.

(b)

Notwithstanding the limitations set forth in Clause 5.3(a), if Xxxxxx receives a bona fide written Xxxxxx Alternative Proposal or enquiry or proposal from a person who is intending on making a Xxxxxx Alternative Proposal and the Xxxxxx Board determines in good faith (after consultation with Xxxxxx’x financial advisors and legal counsel) that the failure to take the actions described in clauses (x) and (y) below would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law, and which Xxxxxx Alternative Proposal, enquiry or proposal was made after the date of this Agreement and did not otherwise result from a knowing or intentional breach of this Clause 5.3, Xxxxxx may take any or all of the following actions: (x) furnish nonpublic information to the third party (and any persons working in concert with such third party and to their respective potential financing sources and Representatives) making or intending to make such Xxxxxx Alternative Proposal (provided that all such information has previously been provided to Eaton or is provided to Eaton substantially concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Xxxxxx receives from the third party an executed confidentiality agreement on terms not less restrictive of such person, with respect to confidentiality, than the Confidentiality Agreement

and (y) engage in discussions or negotiations with the third party (and such other persons) with respect to such Xxxxxx Alternative Proposal. Xxxxxx will promptly (and in any event within 48 hours of receipt) notify Eaton orally and in writing of the receipt of any Xxxxxx Alternative Proposal or any communication or proposal that may reasonably be expected to lead to a Xxxxxx Alternative Proposal and shall, in the case of any such notice to Eaton as to receipt of a Xxxxxx Alternative Proposal, indicate the material terms and conditions of such Xxxxxx Alternative Proposal (including any changes to such material terms and conditions) and the identity of the person making any such Xxxxxx Alternative Proposal and thereafter shall promptly keep Eaton reasonably informed on a reasonably current basis of any material change to the terms and status of any such Xxxxxx Alternative Proposal. Xxxxxx shall provide to Eaton as soon as reasonably practicable after receipt or delivery thereof (and in any event within 48 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between Xxxxxx or any of its Subsidiaries and the person making a Xxxxxx Alternative Proposal (or such person’s Representatives) that describes any of the material terms or conditions of such Xxxxxx Alternative Proposal, including draft agreements or term sheets submitted in connection therewith. Xxxxxx shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any person subsequent to the date of this Agreement that prohibits Xxxxxx from providing such information to Eaton.

(c)

Except as set forth in Clauses 5.3(d), (e) and (f) below, neither the Xxxxxx Board nor any committee thereof shall (i) (A) withdraw (or modify in any manner adverse to Eaton), or propose publicly to withdraw (or modify in any manner adverse to Eaton), the Scheme Recommendation or (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Xxxxxx Alternative Proposal (any action in this subclause (i) being referred to as a “Xxxxxx Change of Recommendation”) (it being agreed that (x) no “stop, look and listen” communication pursuant to Rule 14d-9(f) of the Exchange Act in and of itself shall constitute a Xxxxxx Change of Recommendation and (y) for the avoidance of doubt, the provision by Xxxxxx to Eaton of notice or information in connection with a Xxxxxx Alternative Proposal or Xxxxxx Superior Proposal as required or expressly permitted by this Agreement shall not, in and of itself, constitute a Xxxxxx Change of Recommendation) or (ii) cause or allow Xxxxxx or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected to lead to, any Xxxxxx Alternative Proposal, or requiring, or reasonably expected to cause, Xxxxxx to abandon, terminate, delay or fail to consummate the Acquisition (other than as contemplated by Clause 5.3(i)(i) and other than a confidentiality agreement referred to in Clause 5.3(b)).

(d)

Nothing in this Agreement shall prohibit or restrict the Xxxxxx Board, at any time prior to obtaining the Xxxxxx Shareholder Approval, from making a Xxxxxx Change of Recommendation if the Xxxxxx Board has concluded in good faith (after consultation with Xxxxxx’x outside legal counsel and financial advisors) (i) that a Xxxxxx Alternative Proposal constitutes a Xxxxxx

Superior Proposal and (ii) that the failure to make a Xxxxxx Change of Recommendation would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that Xxxxxx shall have provided prior written notice to Eaton, at least 24 hours in advance, of the Xxxxxx Board’s intention to make such Xxxxxx Change of Recommendation.

(e)

Nothing in this Agreement shall prohibit or restrict the Xxxxxx Board, in response to an Intervening Event, from making a Xxxxxx Change of Recommendation at any time prior to obtaining the Xxxxxx Shareholder Approval if the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Notwithstanding any Xxxxxx Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 9, Xxxxxx shall hold the Court Meeting and the EGM in accordance with Clause 3.1 for purposes of obtaining the approval of the Resolutions by the requisite majorities of Xxxxxx Shareholders, and nothing contained herein shall be deemed to relieve Xxxxxx of such obligation.

(f)

Nothing contained in this Agreement shall prohibit or restrict Xxxxxx or the Xxxxxx Board from (i) taking and disclosing to the Xxxxxx Shareholders a position or making a statement contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, or (ii) making any disclosure to the Xxxxxx Shareholders if, in the good faith judgment of the Xxxxxx Board (after consultation with Xxxxxx’x outside legal advisors), failure to so disclose and/or take would be reasonably likely to give rise to a violation of applicable Law; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act that relates to the approval, recommendation or declaration of advisability by the Xxxxxx Board with respect to this Agreement or a Xxxxxx Alternative Proposal shall be deemed to be a Xxxxxx Change of Recommendation unless Xxxxxx in connection with such disclosure publicly states that the Xxxxxx Board expressly rejects the applicable Xxxxxx Alternative Proposal, expressly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Xxxxxx Board, without disclosing any Change in Recommendation.

(g)

As used in this Agreement, “Xxxxxx Alternative Proposal” shall mean any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by Eaton or any of its Associates or any person Acting in Concert with Eaton pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of Xxxxxx by scheme of arrangement, takeover offer or business combination transaction; (ii) the acquisition by any person of 25% or more of the assets of Xxxxxx and its Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of Xxxxxx’x Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person) of 25% or more of the outstanding Xxxxxx Shares; or (iv) any merger, business combination, consolidation, share exchange, recapitalisation or similar transaction involving Xxxxxx as a result of which the holders of Xxxxxx Shares immediately prior to such transaction do not, in the aggregate, own at least 75% of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation thereof, other than in each case a transaction of the type described in Clause 5.3(g) of the Xxxxxx Disclosure Schedule.

(h)

As used in this Agreement “Xxxxxx Superior Proposal” shall mean a written bona fide Xxxxxx Alternative Proposal made by any person that the Xxxxxx Board determines in good faith (after consultation with Xxxxxx’x financial advisors and legal counsel) is more favourable to the Xxxxxx Shareholders than the transactions contemplated by this Agreement, taking into account such financial, regulatory, legal and other aspects of such proposal as the Xxxxxx Board considers to be appropriate (it being understood that, for purposes of the definition of “Xxxxxx Superior Proposal”, references to “25%” and “75%” in the definition of Xxxxxx Alternative Proposal shall be deemed to refer to “50%”).

(i)

The Parties agree that:

(i)

Xxxxxx may terminate this Agreement, at any time prior to obtaining the Xxxxxx Shareholder Approval, in order to enter into any agreement, understanding or arrangement providing for a Xxxxxx Superior Proposal, provided that (x) promptly upon the Xxxxxx Board’s determination that a Xxxxxx Superior Proposal exists (and in any event, within twenty-four (24) hours of such determination) Xxxxxx has provided a written notice to Eaton (a “Superior Proposal Notice”) advising Eaton that Xxxxxx has received a Xxxxxx Alternative Proposal and specifying the information with respect thereto required by Clause 5.3(b) and including written notice of the determination of the Xxxxxx Board that the Xxxxxx Alternative Proposal constitutes a Xxxxxx Superior Proposal, (y) Xxxxxx has provided Eaton with an opportunity, for a period of 72 hours from the time of delivery to Eaton of the Superior Proposal Notice (as may be extended pursuant to the proviso below, the “Notice Period”), to propose to amend (the “Right to Match”) the terms and conditions of this Agreement and the Acquisition, including an increase in, or modification of, the Scheme Consideration (any such proposed transaction, a “Revised Acquisition”), such that the Xxxxxx Superior Proposal no longer constitutes a Xxxxxx Superior Proposal (provided, that if Eaton delivers to Xxxxxx, within 48 hours of the time of delivery to Eaton of the Superior Proposal Notice, a written notice (a “Financing Extension Notice”) stating that Eaton intends to propose such a Revised Acquisition and that Eaton intends to seek an increase of the amount of the Financing due to an increase in the Cash Consideration, the end of the Notice Period shall be extended until 11:59 p.m. Eastern time on the fourth Business Day after the date such Financing Extension Notice is timely delivered), and (z) at the end of such Notice Period, the Xxxxxx Board has determined that the Xxxxxx Superior Proposal continues to be a Xxxxxx Superior Proposal notwithstanding the Revised Acquisition and taking into account all amendments and proposed changes made thereto during the Notice Period. In the event that during the Notice Period any material revision is made to the financial terms of the Xxxxxx Superior Proposal, Xxxxxx shall be required, on one instance only, to deliver a new Superior Proposal Notice to Eaton and to comply with the requirements of this Clause 5.3(i)(i) with respect to such new Superior Proposal Notice, except that the Notice Period (A) shall be

the greater of 24 hours and the amount of time remaining in the initial Notice Period and (B) shall not be subject to extension pursuant to a Financing Extension Notice if Eaton has previously delivered a Financing Extension Notice; and

(ii)

in the event that a competitive situation arises pursuant to Rule 31.4 of the Takeover Rules in relation to Eaton and a third party or parties, Xxxxxx shall use reasonable endeavours to obtain permission from the Panel to provide that the auction procedure determined by the Panel shall give effect to and be consistent with Xxxxx’x rights and the obligations of Xxxxxx and the Xxxxxx Board pursuant to this Clause 5.3(i), and Xxxxxx shall, to the extent reasonably practicable, keep Eaton reasonably informed of any discussions with the Panel in respect of the determination of such auction procedure.

5.4

Eaton Change of Recommendation

Subject to the next sentence, neither the Eaton Board nor any committee thereof shall (i) withdraw (or modify in any manner adverse to Xxxxxx), or propose publicly to withdraw (or modify in any manner adverse to Xxxxxx), the Eaton Recommendation (any such action being referred to as an “Eaton Change of Recommendation”) (it being agreed that no “stop, look and listen” communication pursuant to Rule 14d-9(f) of the Exchange Act in and of itself shall constitute an Eaton Change of Recommendation). Nothing in this Agreement shall prohibit or restrict the Eaton Board, in response to an Intervening Event, from making an Eaton Change of Recommendation at any time prior to obtaining the Eaton Shareholder Approval if the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Notwithstanding any Eaton Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 9, Eaton shall hold the Eaton Shareholders Meeting in accordance with Clause 3.7 for purposes of obtaining the Eaton Shareholder Approval, and nothing contained herein shall be deemed to relieve Eaton of such obligation.

6.	REPRESENTATIONS AND WARRANTIES

6.1

Xxxxxx Representations and Warranties

Except as disclosed in the Xxxxxx SEC Documents filed or furnished with the SEC since January 1, 2010 and publicly available prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the applicable section of the disclosure schedule delivered by Xxxxxx to Eaton immediately prior to the execution of this Agreement (the “Xxxxxx Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Xxxxxx Disclosure Schedule shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Xxxxxx represents and warrants to Eaton as follows:

(a)

Qualification, Organisation, Subsidiaries, etc. Each of Xxxxxx and its Subsidiaries is a legal entity duly organised, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organisation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as

presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organised, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect. Xxxxxx has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Memorandum and Articles of Association of Xxxxxx (the “Xxxxxx Memorandum and Articles of Association”) as amended to the date hereof. The Xxxxxx Memorandum and Articles of Association are in full force and effect and Xxxxxx is not in violation of the Xxxxxx Memorandum and Articles of Association.

(i)

Subsidiaries. All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant Subsidiary of Xxxxxx have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by Xxxxxx free and clear of all Liens, other than Xxxxxx Permitted Liens.

(ii)

Tools Joint Venture. Xxxxxx Industries, LLC, a wholly owned Subsidiary of Xxxxxx, owns a 50% membership interest in Apex Tool Group, LLC (the “Tools JV”). The equity interests of Tools JV owned by Xxxxxx Industries, LLC are owned free and clear of all Liens, other than Xxxxxx Permitted Liens and have not been issued in violation of any preemptive or similar rights. All of the issued and outstanding membership interests in Tools JV owned by Xxxxxx Industries, LLC have been duly authorized and are validly issued, fully paid and nonassessable.

(b)

Capital.

(i)

The authorised capital of Xxxxxx consists of 40,000 ordinary shares, par value €1.00 per share (“Xxxxxx Euro-Denominated Shares”), 750,000,000 Xxxxxx Shares and 10,000,000 preferred shares, par value $0.01 per share (“Xxxxxx Preferred Shares”). As of May 15, 2012 (the “Capitalisation Date”), (A) (i) 159,166,699 Xxxxxx Shares (together with the preferred share purchase rights granted pursuant to the Xxxxxx Rights Agreement) were issued and outstanding and (ii) no Xxxxxx Euro-Denominated Shares were issued or outstanding, (B) (i) 14,325,562 Xxxxxx Shares were held in treasury and (ii) no Xxxxxx Shares were held by Subsidiaries of Xxxxxx, (C) 19,011,085 Xxxxxx Shares were reserved for issuance pursuant to the Xxxxxx Share Plans and (D) no Xxxxxx Preferred Shares were issued or outstanding. All the outstanding Xxxxxx Shares are, and all Xxxxxx Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorised, validly issued, fully paid and non-assessable and free of pre-emptive rights.

(ii)

Except as set forth in sub-clause (i) above, as of the date hereof: (A) Xxxxxx does not have any shares of capital in issue or outstanding other than Xxxxxx Shares that have become outstanding after the Capitalisation Date, but were reserved for issuance as set forth in

sub-clause (i) above, and (B) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares of capital to which Xxxxxx or any of Xxxxxx’x Subsidiaries is a party obligating Xxxxxx or any of Xxxxxx’x Subsidiaries to (I) issue, transfer or sell any shares in the capital or other equity interests of Xxxxxx or any Subsidiary of Xxxxxx or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Xxxxxx or a wholly owned Subsidiary of Xxxxxx); (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (III) redeem or otherwise acquire any such shares in its capital or other equity interests; or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned.

(iii)

Neither Xxxxxx nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Xxxxxx Shareholders on any matter.

(iv)

There are no voting trusts or other agreements or understandings to which Xxxxxx or any of its Subsidiaries is a party with respect to the voting of the shares in the capital or other equity interest of Xxxxxx or any of its Subsidiaries.

(c)

Corporate Authority Relative to this Agreement; No Violation.

(i)

Xxxxxx has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Xxxxxx Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Xxxxx Distributable Reserves Resolution by the Xxxxx Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.10(c)(i) and to receipt of the required approval by the High Court), to consummate the transactions contemplated hereby and thereby, including the Acquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorised by the Xxxxxx Board and, except for (A) the Xxxxxx Shareholder Approval and (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, no other corporate proceedings on the part of Xxxxxx are necessary to authorise the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Xxxxxx Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Xxxxxx and the Xxxxxx Shareholders and has adopted a resolution to make, subject to

Clause 5.3 and to the obligations of the Xxxxxx Board under the Takeover Rules, the Scheme Recommendation. This Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming this Agreement constitutes the valid and binding agreement of the Xxxxx Parties, constitutes the valid and binding agreement of Xxxxxx, enforceable against Xxxxxx in accordance with its terms.

(ii)

Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (B) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, (E) the HSR Act, (F) any applicable requirements under the EC Merger Regulation, (G) any applicable requirements of other Antitrust Laws, (H) any applicable requirements of the NYSE and (I) the Clearances set forth on Clause 6.1(c)(ii) of the Xxxxxx Disclosure Schedule, no authorisation, consent or approval of, or filing with, any Relevant Authority is necessary, under applicable Law, for the consummation by Xxxxxx of the transactions contemplated by this Agreement, except for such authorisations, consents, approvals or filings (I) that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect or (II) as may arise as a result of facts or circumstances relating to Xxxxx or its Affiliates or Laws or contracts binding on Xxxxx or its Affiliates.

(iii)

The execution and delivery by Xxxxxx of this Agreement and the Expenses Reimbursement Agreement do not, and, except as described in Clause 6.1(c)(ii), the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (A) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Xxxxxx or any of Xxxxxx’x Subsidiaries or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties, rights or assets of Xxxxxx or any of Xxxxxx’x Subsidiaries, other than Xxxxxx Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of Xxxxxx or any of Xxxxxx’x Subsidiaries or (C) conflict with or violate any Laws applicable to Xxxxxx or any of Xxxxxx’x Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to Subsidiaries that are not Significant Subsidiaries) and (C), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, and (II) as may arise as a result of facts or circumstances relating to Xxxxx or its Affiliates or Laws or contracts binding on Xxxxx or its Affiliates.

(d)

Reports and Financial Statements.

(i)

From December 31, 2009 through the date of this Agreement, Xxxxxx has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC (the “Xxxxxx SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Xxxxxx SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Xxxxxx SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading.

(ii)

The consolidated financial statements (including all related notes and schedules) of Xxxxxx included in the Xxxxxx SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Xxxxxx and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

(e)

Internal Controls and Procedures. Xxxxxx has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Cooper’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Xxxxxx in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Xxxxxx’x management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”).

(f)

No Undisclosed Liabilities. Except (i) as disclosed, reflected or reserved against in Xxxxxx’x consolidated balance sheet (or the notes thereto) as of March 31, 2012 included in the Xxxxxx SEC Documents filed or furnished on or prior to the date hereof, (ii) for liabilities incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) as expressly permitted or contemplated by this Agreement and (iv) for liabilities which have been discharged or paid in full in the ordinary course of business, as of the date hereof, neither Xxxxxx nor any Subsidiary of Xxxxxx has any liabilities of any nature, whether or not

accrued, contingent or otherwise, that would be required by US GAAP to be reflected on a consolidated balance sheet of Xxxxxx and its consolidated Subsidiaries (or in the notes thereto), other than those which, individually or in the aggregate, would not reasonably be expected to have a Xxxxxx Material Adverse Effect.

(g)

Compliance with Law; Permits.

(i)

Xxxxxx and each of Xxxxxx’x Subsidiaries are in compliance with and are not in default under or in violation of any Laws applicable to Xxxxxx, such Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(ii)

Xxxxxx and Xxxxxx’x Subsidiaries are in possession of all franchises, grants, authorisations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Relevant Authority necessary for Xxxxxx and Xxxxxx’x Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Xxxxxx Permits”), except where the failure to have any of the Xxxxxx Permits would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. All Xxxxxx Permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(iii)

Notwithstanding anything contained in this Clause 6.1(g), no representation or warranty shall be deemed to be made in this Clause 6.1(g) in respect of the matters referenced in Clause 6.1(d) or 6.1(e), or in respect of environmental, Tax, employee benefits or labour Laws matters.

(h)

Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect: (i) Xxxxxx and its Subsidiaries are in compliance with all, and have not since December 31, 2009 violated any, applicable Environmental Laws; (ii) to the knowledge of Xxxxxx, no property currently or formerly owned, leased or operated by Xxxxxx or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability, in any case by or affecting Xxxxxx or any of its Subsidiaries; (iii) neither Xxxxxx nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging that Xxxxxx or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (iv) neither Xxxxxx nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Relevant Authority, or any indemnity or other agreement with any third party, concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance. As used herein, the term

“Environmental Laws” means all Laws (including any common law) relating to: (A) the protection, investigation or restoration of the environment or natural resources, (B) the handling, use, presence, disposal, Release or threatened Release of any Hazardous Substance or (C) noise, odour, indoor air, employee exposure, electromagnetic fields, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance. As used herein, the term “Environmental Liability” means any obligations or liabilities (including any notices, claims, complaints, suits or other assertions of obligations or liabilities) that are: (A) related to the environment (including on-site or off-site contamination by Hazardous Substances of surface or subsurface soil or water); and (B) based upon (I) any provision of Environmental Laws or (II) any order, consent, decree, writ, injunction or judgment issued or otherwise imposed by any Relevant Authority and includes: fines, penalties, judgments, awards, settlements, losses, damages, costs, fees (including attorneys’ and consultants’ fees), expenses and disbursements relating to environmental matters; defence and other responses to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) relating to environmental matters; and financial responsibility for (x) cleanup costs and injunctive relief, including any Removal, Remedial or Response actions, and (y) compliance or remedial measures under other Environmental Laws. As used herein, the term “Hazardous Substance” means any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”); any “hazardous waste” as that term is defined in the Resource Conservation and Recovery Act (“RCRA”); and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, orders, guidelines, directives, and publications issued pursuant to, or otherwise in implementation of, said Laws); and including any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, lead paint, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, radon gas, mould, mould spores, and mycotoxins. As used herein, the term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment (including the placing, discarding or abandonment of any barrel, container or other receptacle containing any Hazardous Substance or other material). As used herein, the term “Removal, Remedial or Response” actions include the types of activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether such activities are those which might be taken by a Relevant Authority or those which a Relevant Authority or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

(i)

Employee Benefit Plans.

(i)

Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect, (A) each of the

Xxxxxx Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Xxxxxx Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (C) no Xxxxxx Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors of Xxxxxx or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by applicable Law or (II) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Xxxxxx, its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that presents a risk to Xxxxxx, its Subsidiaries or any of their ERISA Affiliates of incurring a liability thereunder; (E) no Xxxxxx Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (F) all contributions or other amounts payable by Xxxxxx or its Subsidiaries as of the Effective Time pursuant to each Xxxxxx Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Xxxxxx nor any of its Subsidiaries has engaged in a transaction in connection with which Xxxxxx or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (H) there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Xxxxxx Benefit Plans or any trusts related thereto.

(ii)

Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect, each of the Xxxxxx Benefit Plans intended to be “qualified” within the meaning of Section
401(a) of the Code, (A) is so qualified and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan and (B) has received a favourable determination letter or opinion letter as to its qualification. Each such favourable determination letter has been provided or made available to Xxxxx.

(iii)

Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the Xxxxxx Group under any Xxxxxx Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any Xxxxxx Benefit Plan or (C) result in any acceleration of the time of payment, funding or vesting of any such benefits.

(iv)

Since December 31, 2011, no Xxxxxx Benefit Plan has been materially amended or otherwise materially modified to increase benefits (or the levels thereof) in a manner that would be material to the Xxxxxx Group.

(v)

Section 6.1(i)(v) of the Xxxxxx Disclosure Schedule sets forth (A) with respect to each Xxxxxx Share Plan (I) the aggregate number of Xxxxxx Shares that are subject to Xxxxxx Options, (II) the aggregate number of Xxxxxx Shares that are subject to performance-based Xxxxxx Share Awards, assuming target performance and assuming maximum performance and the aggregate amount of any corresponding dividend equivalents and (III) the aggregate number of Xxxxxx Shares that are subject to Xxxxxx Share Awards that do not include performance-based vesting criteria and the aggregate amount of any corresponding dividend equivalents (such schedule, the “Xxxxxx Equity Schedule”), in each case as of May 15, 2012 (B) each Management Continuity Agreement (each, an “MCA”) entered into between Xxxxxx and an employee of the Xxxxxx Group in existence as of the date hereof. Xxxxxx shall provide Xxxxx with an updated Xxxxxx Equity Schedule within three (3) business days prior to Closing to reflect any changes occurring between May 15, 2012 and the applicable date of delivery.

(j)

Absence of Certain Changes or Events. From December 31, 2011 through the date of this Agreement, other than the transactions contemplated by this Agreement, the businesses of Xxxxxx and its Subsidiaries have been conducted, in all material respects, in the ordinary course of business. Since December 31, 2011, there has not been any event, development, occurrence, state of facts or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. From March 29, 2012 through the date of this Agreement, neither Xxxxxx nor any of its Subsidiaries has taken any action that would constitute a breach of Clause 5.1(b)(xvi) had such action been taken after the execution of this Agreement.

(k)

Investigations; Litigation. As of the date hereof, (i) there is no investigation or review pending (or, to the knowledge of Xxxxxx, threatened) by any Relevant Authority with respect to Xxxxxx or any of Xxxxxx’x Subsidiaries or any of their respective properties, rights or assets, and (ii) there are no claims, actions, suits or proceedings pending (or, to the knowledge of Xxxxxx, threatened) against Xxxxxx or any of Xxxxxx’x Subsidiaries or any of their respective properties, rights or assets before, and there are no orders, judgments or decrees of, any Relevant Authority, which, in the case of sub-clause (i) or (ii), would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(l)

Information Supplied. The information relating to Xxxxxx and its Subsidiaries to be contained in the Joint Proxy Statement and the Form S-4 will not, on the date the Joint Proxy Statement (and any amendment or supplement thereto) is first posted to Xxxxxx Shareholders and at the time the Form S-4 is declared effective or at the time of the Court Meeting, contain any untrue

statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the Xxxxx Shareholder Meeting) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document for which the Xxxxxx Directors are responsible under the Takeover Rules and any related filings for which the Xxxxxx Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Clause 6.1(l), no representation or warranty is made by Xxxxxx with respect to information or statements made or incorporated by reference in the Joint Proxy Statement and the Form S-4 which were not supplied by or on behalf of Xxxxxx.

(m)

Rights Plan. The Xxxxxx Board has resolved to take, and as promptly as practicable after the execution of this Agreement Xxxxxx will have taken, all action necessary to render the rights issued pursuant to the terms of the Second Amended and Restated Rights Agreement, dated as of September 8, 2009, between Xxxxxx, Xxxxxx Bermuda and Computershare Trust Company, N.A., as Rights Agent, as amended (the “Xxxxxx Rights Agreement”), inapplicable to the Scheme, this Agreement and the transactions contemplated hereby.

(n)

Tax Matters.

(i)

Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect:

(A)

all Tax Returns that are required to be filed by or with respect to Xxxxxx or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true and complete;

(B)

Xxxxxx and its Subsidiaries have paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party, except with respect to matters for which adequate reserves have been established in accordance with US GAAP in the most recent Xxxxxx annual financial statement, as adjusted for operations in the ordinary course of business since the last date which is covered by such statement;

(C)

there is no audit, examination, deficiency, refund litigation, proposed adjustment, or matter in controversy with respect to any Taxes or Tax Return of Xxxxxx or any of its Subsidiaries;

(D)

the Tax Returns of Xxxxxx and each of its Subsidiaries have been examined by the applicable Tax Authority (or the applicable statutes of limitations for the assessment of income Taxes for such periods have expired) for all periods through and including 2010, and no deficiencies were

asserted as a result of such examinations which have not been resolved and fully paid or accrued as a liability on the most recent Xxxxxx annual financial statement;

(E)

neither Xxxxxx nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency;

(F)

all Taxes due and payable by Xxxxxx or any of its Subsidiaries have been adequately provided for, in accordance with US GAAP, in the financial statements of Xxxxxx and its Subsidiaries for all periods ending on or before the date hereof;

(G)

neither Xxxxxx nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. law) in the two years prior to the date of this Agreement;

(H)

none of Xxxxxx or any of its Subsidiaries has any liability for Taxes of any Person (other than Xxxxxx or any of its Subsidiaries) under U.S. Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as transferee or successor, by contract or otherwise;

(I)

there are no liens for Taxes upon any property or assets of Xxxxxx or any of its Subsidiaries, except for Xxxxxx Permitted Liens; and

(J)

no private letter rulings, technical advice memoranda, or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to Xxxxxx or any of its Subsidiaries for any taxable year for which the statute of limitations has not yet expired.

(ii)

As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means all U.S. federal, state, local and non-U.S. income, gain, profits, windfall profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, unclaimed property, escheat, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, (B) the term “Tax Return” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) filed or required to be filed with a Tax Authority relating to Taxes, (C) the term “Tax Authority” means any Relevant Authority responsible for the

assessment, collection or enforcement of laws relating to Taxes (including the Internal Revenue Service (the “IRS”) and the Revenue Commissioner) and any similar state, local, or non-U.S. revenue agency), and (D) the term “Code” means the U.S. Internal Revenue Code of 1986, as amended.

(o)

Labour Matters.

(i)

As of the date hereof, no member of the Xxxxxx Group is a party to, or bound by, any collective bargaining agreement, contract or other agreement or binding understanding with a labour union or labour organisation. No member of the Xxxxxx Group is subject to a labour dispute, strike or work stoppage except as would not have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. To the knowledge of Xxxxxx, there are no organisational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Xxxxxx Group, except for those the formation of which would not have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(ii)

Except as set forth in Section 6.1(o)(ii) of the Xxxxxx Disclosure Schedule, the transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labour organisations with respect to employees of the Xxxxxx Group, other than any such consents the failure of which to obtain or advance notifications the failure of which to provide as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(p)

Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, either Xxxxxx or a Subsidiary of Xxxxxx owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted. There are no pending or, to the knowledge of Xxxxxx, threatened claims by any person alleging infringement by Xxxxxx or its Subsidiaries for their use of any material trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, registered and unregistered copyrights, patents or applications and registrations therefor (collectively, the “Intellectual Property”) in their respective businesses as currently conducted that would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, to the knowledge of Xxxxxx, the conduct of the businesses of Xxxxxx and its Subsidiaries does not infringe upon any intellectual property rights or any other proprietary right of any person. As of the date hereof, neither Xxxxxx nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with the Intellectual Property used in their respective businesses which violation or infringement would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(q)

Real Property.

(i)

With respect to the real property owned by Xxxxxx or any Subsidiary as of the date hereof (such property collectively, the “Xxxxxx Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, either Xxxxxx or a Subsidiary of Xxxxxx has good and valid title to such Xxxxxx Owned Real Property, free and clear of all Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Xxxxxx or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Xxxxxx or (E) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of sub-clauses (A) through (E), a “Xxxxxx Permitted Lien”). As of the date hereof, neither Xxxxxx nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Xxxxxx there is no threatened, condemnation proceeding with respect to any Xxxxxx Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(ii)

Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, (A) each material lease, sublease and other agreement under which Xxxxxx or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Xxxxxx and its Subsidiaries are conducted as of the date hereof (the “Xxxxxx Leased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of Xxxxxx or, if applicable, its Subsidiary or, to the knowledge of Xxxxxx, the landlord thereunder exists with respect to any Xxxxxx Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, Xxxxxx and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Xxxxxx Leased Real Property, free and clear of all Liens, except for Xxxxxx Permitted Liens. As of the date hereof, neither Xxxxxx nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of Xxxxxx, there is no threatened, condemnation proceeding with respect to any Xxxxxx Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(r)

Opinion of Financial Advisor. The Xxxxxx Board has received the opinion of Xxxxxxx, Sachs & Co., dated the date of this Agreement, to the effect that, as of such date, the Scheme Consideration is fair to the Xxxxxx Shareholders from a financial point of view.

(s)

Required Vote of Xxxxxx Shareholders. The Xxxxxx Shareholder Approval is the only vote of holders of securities of Xxxxxx which is required to consummate the transactions contemplated hereby (other than, in the case of the Holdco Distributable Reserves Creation, the approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders).

(t)

Material Contracts.

(i)

Except for this Agreement or any contracts filed as exhibits to the Xxxxxx SEC Documents, as of the date hereof, neither Xxxxxx nor any of its Subsidiaries is a party to or bound by any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Clause 6.1(t)(i), other than Xxxxxx Benefit Plans, being referred to herein as “Xxxxxx Material Contracts”).

(ii)

Neither Xxxxxx nor any Subsidiary of Xxxxxx is in breach of or default under the terms of any Xxxxxx Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. To the knowledge of Xxxxxx, as of the date hereof, no other party to any Xxxxxx Material Contract is in breach of or default under the terms of any Xxxxxx Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, each Xxxxxx Material Contract is a valid and binding obligation of Xxxxxx or the Subsidiary of Xxxxxx which is party thereto and, to the knowledge of Xxxxxx, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganisation, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought.

(u)

Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, as of the date hereof, (i) all current, material insurance policies and contracts of Xxxxxx and its Subsidiaries are in full force and effect and are valid and enforceable and cover against the risks as are customary in all material respects for companies of similar size in the same or similar lines of business and (ii) all premiums due thereunder have been paid. Neither Xxxxxx nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material third party insurance policies or contracts (other than in connection with normal renewals of any such insurance policies or contracts) where such cancellation or termination would reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect.

(v)

Finders or Brokers. Except for Xxxxxxx, Sachs & Co., neither Xxxxxx nor any of its Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who might be entitled to any fee or any commission in connection with or upon consummation of the Acquisition.

(w)

No Other Representations. Except for the representations and warranties contained in this Clause 6.1 or in any certificates delivered by Xxxxxx in connection with the Completion pursuant to Condition 4(c), Eaton acknowledges that neither Xxxxxx nor any Representative of Xxxxxx makes any other express or implied representation or warranty with respect to Xxxxxx or any of its Subsidiaries or with respect to any other information provided or made available to Eaton in connection with the transactions contemplated by this Agreement, including any information, documents, projections, forecasts or other material made available to Eaton or to Xxxxx’x Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement.

6.2

Eaton Representations and Warranties

Except as disclosed in the Eaton SEC Documents filed or furnished with the SEC since January 1, 2010 and publicly available prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the applicable section of the disclosure schedule delivered by Eaton to Xxxxxx immediately prior to the execution of this Agreement (the “Eaton Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Eaton Disclosure Schedule shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Eaton and Holdco jointly and severally represent and warrant to Xxxxxx as follows:

(a)

Qualification, Organisation, Subsidiaries, etc. Each of Eaton and its Subsidiaries and each of the Eaton Merger Parties is a legal entity duly organised, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organisation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organised, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect. Eaton has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Amended and Restated Articles of Incorporation of Eaton (the “Eaton Articles of Incorporation”) and the Amended Regulations of Eaton (the “Eaton Regulations”) as amended to the date hereof. The Eaton Articles of Incorporation and the Eaton Regulations are in full force and effect and Eaton is not in violation of the Eaton Articles of Incorporation or the Eaton Regulations.

(i)

Subsidiaries. All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant Subsidiary of Eaton

have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by Eaton free and clear of all Liens, other than Eaton Permitted Liens.

(ii)

Eaton Merger Parties.

(A)

Since their respective dates of formation, none of the Eaton Merger Parties have carried on any business or conducted any operations other than the execution of this Agreement, the performance of their obligations hereunder and thereunder and matters ancillary thereto.

(B)

The authorised share capital of Holdco consists of 750,000,000 ordinary shares, par value $0.01 per share, and 40,000 deferred ordinary shares, par value €1.00 per share, of which 100 ordinary shares, par value $0.01 per share, are currently issued. All of the issued shares in Holdco have been validly issued, are fully paid and nonassessable and are owned directly by Matsack Nominees Limited (95 shares) and Matsack Trust Limited, Matsack UK Limited, Matsack Nominees UK Limited, Xxxxxx Xxxxx and Xxx Xxxxxxx (1 share each), free and clear of any Lien. The authorised share capital of IrSub consists of 100,000,000 ordinary shares, par value $0.01 per share, of which 100 ordinary shares are currently issued. All of the issued shares in IrSub have been validly issued, are fully paid and nonassessable and are owned directly by Holdco free and clear of any Lien. The authorised share capital of EHC consists of 900 ordinary shares, par value €100.00 per share, of which 180 ordinary shares are currently issued. All of the issued shares in EHC have been validly issued, are fully paid and nonassessable and are owned directly by IrSub free and clear of any Lien. The authorised capital stock of MergerSub consists of 10,000 common shares, with no par value, of which 1,000 common shares are currently issued. All of the issued shares in MergerSub have been validly issued, are fully paid and nonassessable and are owned directly by EHC free and clear of any Lien. All of the Share Consideration, when issued pursuant to the Acquisition and the Merger and this Agreement and delivered pursuant hereto will, at such time, be duly authorised, validly issued, fully paid and non-assessable and free of all Liens and pre-emptive rights.

(C)

Eaton has made available to Xxxxxx, prior to the date of this Agreement, complete and accurate copies of the Memorandum and Articles of Association of Holdco (the “Holdco Memorandum and Articles of Association”) and the Organisational Documents of each of the other Eaton Merger Parties (the “Other Eaton Merger Party Organisational Documents”) as amended to the date hereof. The Eaton Articles of Incorporation, the Eaton Regulations the Holdco Memorandum and Articles of Association and the Other Eaton Merger Party Organisational Documents are in full force and effect, Holdco is not in violation of the Holdco

Memorandum and Articles of Association and the other Eaton Merger Parties are not in violation of the Other Eaton Merger Party Organisational Documents.

(b)

Capital Stock.

(i)

The authorised capital stock of Eaton consists of 500,000,000 Eaton Shares and 14,106,394 serial preferred shares (“Eaton Preferred Shares”). As of the Capitalisation Date, (A) 337,692,106 Eaton Shares were issued and outstanding, (B) 45,014,018 Eaton Shares were held in treasury, (C) 21,000,000 Eaton Shares were reserved for issuance pursuant to the Eaton Share Plans and (D) no Eaton Preferred Shares were issued or outstanding. All the outstanding Eaton Shares are, and all Eaton Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorised, validly issued, fully paid and non-assessable and free of pre-emptive rights.

(ii)

Except as set forth in sub-clause (i) above, as of the date hereof: (A) Eaton does not have any shares of capital stock issued or outstanding other than Eaton Shares that have become outstanding after the Capitalisation Date, but were reserved for issuance as set forth in sub-clause (i) above, and (B) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which Eaton or any of Xxxxx’x Subsidiaries is a party obligating Eaton or any of Xxxxx’x Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of Eaton or any Subsidiary of Eaton or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Eaton or a wholly owned Subsidiary of Xxxxx); (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (III) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned.

(iii)

Neither Eaton nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Eaton Shareholders on any matter.

(iv)

There are no voting trusts or other agreements or understandings to which Eaton or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of Eaton or any of its Subsidiaries.

(c)

Corporate Authority Relative to this Agreement; No Violation.

(i)

Eaton and each Eaton Merger Party has all requisite corporate power and authority to enter into this Agreement and, with respect to Eaton, the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Eaton Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders and to receipt of the required approval by the High Court), to consummate the transactions contemplated hereby and thereby, including the Acquisition and the Merger, as applicable. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorised by the Eaton Board and (in the case of this Agreement) the board of directors of each Eaton Merger Party and, except for (A) the Eaton Shareholder Approval, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio and (C) the filing of the required documents in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, no other corporate proceedings on the part of Eaton or any Eaton Merger Party are necessary to authorise the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Eaton Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Eaton and the Eaton Shareholders and has adopted a resolution to make the Eaton Recommendation. This Agreement has been duly and validly executed and delivered by Eaton and each Eaton Merger Party and, assuming this Agreement constitutes the valid and binding agreement of Xxxxxx, constitutes the valid and binding agreement of Eaton and each Eaton Merger Party, enforceable against Eaton and each Eaton Merger Party in accordance with its terms.

(ii)

Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (B) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, (E) the HSR Act, (F) any applicable requirements under the EC Merger Regulation, (G) any applicable requirements of other Antitrust Laws, (H) the requirement to file a certificate of merger with the Secretary of State of the State of Ohio, (I) any applicable requirements of the NYSE or the Chicago Stock Exchange and (J) the Clearances set forth on Clause 6.2(c)(ii) of the Eaton Disclosure Schedule, no authorisation, consent or approval of, or filing with, any Relevant Authority is necessary, under applicable Law, for the consummation by Eaton and each Eaton Merger Party of the transactions contemplated by this Agreement, except for such authorisations, consents, approvals or filings (I) that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect or (II) as may arise as a result of facts or circumstances relating to Xxxxxx or its Affiliates or Laws or contracts binding on Xxxxxx or its Affiliates.

(iii)

The execution and delivery by Eaton and each Eaton Merger Party of this Agreement and (in the case of Eaton) the Expenses Reimbursement Agreement do not, and, except as described in Clause 6.2(c)(ii), the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (A) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Eaton or any of Xxxxx’x Subsidiaries or result in the creation of any Liens upon any of the properties, rights or assets of Eaton or any of Xxxxx’x Subsidiaries, other than Eaton Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of Eaton or any of Xxxxx’x Subsidiaries or the Eaton Merger Parties or (C) conflict with or violate any Laws applicable to Eaton or any of Xxxxx’x Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to Subsidiaries that are not Significant Subsidiaries or Eaton Merger Parties) and (C), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect and (II) as may arise as a result of facts or circumstances relating to Xxxxxx or its Affiliates or Laws or contracts binding on Xxxxxx or its Affiliates.

(d)

Reports and Financial Statements.

(i)

From December 31, 2009 through the date of this Agreement, Eaton has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC (the “Eaton SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Eaton SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Eaton SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading.

(ii)

The consolidated financial statements (including all related notes and schedules) of Eaton included in the Eaton SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Eaton and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements,

to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

(e)

Internal Controls and Procedures. Eaton has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Xxxxx’x disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Eaton in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Xxxxx’x management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

(f)

No Undisclosed Liabilities. Except (i) as disclosed, reflected or reserved against in Xxxxx’x consolidated balance sheet (or the notes thereto) as of March 31, 2012 included in the Eaton SEC Documents filed or furnished on or prior to the date hereof, (ii) for liabilities incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) as expressly permitted or contemplated by this Agreement and (iv) for liabilities which have been discharged or paid in full in the ordinary course of business, as of the date hereof, neither Eaton nor any Subsidiary of Eaton has any liabilities of any nature, whether or not accrued, contingent or otherwise, that would be required by US GAAP to be reflected on a consolidated balance sheet of Eaton and its consolidated Subsidiaries (or in the notes thereto), other than those which, individually or in the aggregate, would not reasonably be expected to have an Eaton Material Adverse Effect.

(g)

Compliance with Law; Permits.

(i)

Eaton and each of Xxxxx’x Subsidiaries are in compliance with and are not in default under or in violation of any Laws, applicable to Eaton, such Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(ii)

Eaton and Xxxxx’x Subsidiaries are in possession of all franchises, grants, authorisations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Relevant Authority necessary for Eaton and Xxxxx’x Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Eaton Permits”), except where the failure to have any of the Eaton Permits would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect. All Eaton Permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(iii)

Notwithstanding anything contained in this Clause 6.2(g), no representation or warranty shall be deemed to be made in this Clause 6.2(g) in respect of the matters referenced in Clause 6.2(d) or 6.2(e), or in respect of environmental, Tax, employee benefits or labour Laws matters.

(h)

Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect: (i) Eaton and its Subsidiaries are in compliance with all, and have not since December 31, 2009 violated any, applicable Environmental Laws; (ii) to the knowledge of Eaton, no property currently or formerly owned, leased or operated by Eaton or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability, in any case by or affecting Eaton or any of its Subsidiaries; (iii) neither Eaton nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging that Eaton or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (iv) neither Eaton nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Relevant Authority, or any indemnity or other agreement with any third party, concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance.

(i)

Employee Benefit Plans.

(i)

Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect, (A) each of the Eaton Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Eaton Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (C) no Eaton Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors of Eaton or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by applicable Law or (II) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Eaton, its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that presents a risk to Eaton, its Subsidiaries or any of their ERISA Affiliates of incurring a liability thereunder; (E) no Eaton Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (F) all contributions or other amounts payable by

Eaton or its Subsidiaries as of the Effective Time pursuant to each Eaton Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Eaton nor any of its Subsidiaries has engaged in a transaction in connection with which Eaton or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (H) there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Eaton Benefit Plans or any trusts related thereto.

(ii)

Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect, each of the Eaton Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code (A) is so qualified, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan, and (B) has received a favourable determination letter or opinion letter as to its qualification. Each such favourable determination letter has been provided or made available to Xxxxxx.

(iii)

Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the Xxxxx Group under any Eaton Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any Eaton Benefit Plan or (C) result in any acceleration of the time of payment, funding or vesting of any such benefits.

(iv)

Since December 31, 2011, no Eaton Benefit Plan has been materially amended or otherwise materially modified to increase benefits (or the levels thereof) in a manner that would be material to the Xxxxx Group.

(j)

Absence of Certain Changes or Events. From December 31, 2011 through the date of this Agreement, other than the transactions contemplated by this Agreement, the businesses of Eaton and its Subsidiaries have been conducted, in all material respects, in the ordinary course of business. Since December 31, 2011, there has not been any event, development, occurrence, state of facts or change that has had, or would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(k)

Investigations; Litigation. As of the date hereof, (i) there is no investigation or review pending (or, to the knowledge of Eaton, threatened) by any Relevant Authority with respect to Eaton or any of Xxxxx’x Subsidiaries or any of their respective properties, rights or assets, and (ii) there are no claims, actions, suits or proceedings pending (or, to the knowledge of Eaton, threatened) against Eaton or any of Xxxxx’x Subsidiaries or any of their

respective properties, rights or assets before, and there are no orders, judgments or decrees of, any Relevant Authority, which, in the case of sub-clause (i) or (ii), would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(l)

Information Supplied. The information relating to Eaton, its Subsidiaries and the Eaton Merger Parties to be contained in the Joint Proxy Statement and the Form S-4 will not, on the date the Joint Proxy Statement (and any amendment or supplement thereto) is first mailed to Eaton Shareholders and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the Eaton Shareholders Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the Court Meeting or the EGM) will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document for which the Eaton Directors are responsible under the Takeover Rules and any related filings for which the Eaton Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Clause 6.2(l), no representation or warranty is made by Eaton with respect to information or statements made or incorporated by reference in the Joint Proxy Statement and the Form S-4 which were not supplied by or on behalf of Eaton.

(m)

Tax Matters.

Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect:

(i)

all Tax Returns that are required to be filed by or with respect to Eaton or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true and complete;

(ii)

Eaton and its Subsidiaries have paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party, except with respect to matters for which adequate reserves have been established in accordance with US GAAP in the most recent Eaton annual financial statement, as adjusted for operations in the ordinary course of business since the last date which is covered by such statement;

(iii)

there is no audit, examination, deficiency, refund litigation, proposed adjustment, or matter in controversy with respect to any Taxes or Tax Return of Eaton or any of its Subsidiaries;

(iv)

the Tax Returns of Eaton and each of its Subsidiaries have been examined by the applicable Tax Authority (or the applicable statutes of limitations for the assessment of income Taxes for such periods have expired) for all periods through and including 2006, and no

deficiencies were asserted as a result of such examinations which have not been resolved and fully paid or accrued as a liability on the most recent Eaton annual financial statement;

(v)

neither Eaton nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency;

(vi)

all Taxes due and payable by Eaton or any of its Subsidiaries have been adequately provided for, in accordance with US GAAP, in the financial statements of Eaton and its Subsidiaries for all periods ending on or before the date hereof;

(vii)

neither Eaton nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. law) in the two years prior to the date of this Agreement;

(viii)

none of Eaton or any of its Subsidiaries has any liability for Taxes of any Person (other than Eaton or any of its Subsidiaries) under U.S. Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as transferee or successor, by contract or otherwise;

(ix)

there are no liens for Taxes upon any property or assets of Eaton or any of its Subsidiaries, except for Eaton Permitted Liens; and

(x)

no private letter rulings, technical advice memoranda, or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to Eaton or any of its Subsidiaries for any taxable year for which the statute of limitations has not yet expired.

(n)

Labour Matters.

(i)

As of the date hereof, no member of the Xxxxx Group is a party to, or bound by, any collective bargaining agreement, contract or other agreement or binding understanding with a labour union or labour organisation. No member of the Xxxxx Group is subject to a labour dispute, strike or work stoppage except as would not have, individually or in the aggregate, an Eaton Material Adverse Effect. To the knowledge of Eaton, there are no organisational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Xxxxx Group, except for those the formation of which would not have, individually or in the aggregate, an Eaton Material Adverse Effect.

(ii)

Except as set forth in Section 6.2(n)(ii) of the Eaton Disclosure Schedule, the transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labour organisations with respect to employees of the Xxxxx Group, other than any such consents the failure of which to obtain or advance notifications the failure of which to provide as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(o)

Intellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, either Eaton or a Subsidiary of Eaton owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted. There are no pending or, to the knowledge of Eaton, threatened claims by any person alleging infringement by Eaton or its Subsidiaries for their use of any Intellectual Property in their respective businesses as currently conducted that would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, to the knowledge of Eaton, the conduct of the businesses of Eaton and its Subsidiaries does not infringe upon any intellectual property rights or any other proprietary right of any person. As of the date hereof, neither Eaton nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or in connection with the Intellectual Property used in their respective businesses which violation or infringement would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(p)

Real Property.

(i)

With respect to the real property owned by Eaton or any Subsidiary as of the date hereof (such property collectively, the “Eaton Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, either Eaton or a Subsidiary of Eaton has good and valid title to such Eaton Owned Real Property, free and clear of all Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Eaton or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Eaton or (E) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of sub-clauses (A) through (E), a “Eaton Permitted Lien”). As of the date hereof, neither Eaton nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Eaton there is no threatened, condemnation proceeding with respect to any Eaton Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(ii)

Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, (A) each material lease, sublease and other agreement under which Eaton or any of its

Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Eaton and its Subsidiaries are conducted as of the date hereof (the “Eaton Leased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of Eaton or, if applicable, its Subsidiary or, to the knowledge of Eaton, the landlord thereunder exists with respect to any Eaton Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, Eaton and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Eaton Leased Real Property, free and clear of all Liens, except for Eaton Permitted Liens. As of the date hereof, neither Eaton nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of Eaton, there is no threatened, condemnation proceeding with respect to any Eaton Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(q)

Opinion of Financial Advisor. The Eaton Board has received the opinion of each of Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc., dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration to be received by the Eaton Shareholders pursuant to the Merger is fair to the Eaton Shareholders from a financial point of view.

(r)

Required Vote of Eaton Shareholders. The Eaton Shareholder Approval is the only vote of holders of securities of Eaton which is required to consummate the transactions contemplated hereby (other than, in the case of the Holdco Distributable Reserves Creation, the approval of the Eaton Distributable Reserves Resolution by the Eaton Shareholders).

(s)

Material Contracts.

(i)

Except for this Agreement or any contracts filed as exhibits to the Eaton SEC Documents, as of the date hereof, neither Eaton nor any of its Subsidiaries is a party to or bound by any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Clause
6.2(s)(i), other than Eaton Benefit Plans, being referred to herein as “Eaton Material Contracts”).

(ii)

Neither Eaton nor any Subsidiary of Eaton is in breach of or default under the terms of any Eaton Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect. To the knowledge of Eaton, as of the date hereof, no other party to any Eaton Material Contract is in breach of or default under the terms of any Eaton Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, each Eaton Material Contract is a valid and binding obligation of Eaton or the Subsidiary of Eaton which is party thereto and, to the

knowledge of Eaton, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganisation, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought.

(t)

Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, as of the date hereof, (i) all current, material insurance policies and contracts of Eaton and its Subsidiaries are in full force and effect and are valid and enforceable and cover against the risks as are customary in all material respects for companies of similar size in the same or similar lines of business and (ii) all premiums due thereunder have been paid. Neither Eaton nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material third party insurance policies or contracts (other than in connection with normal renewals of any such insurance policies or contracts) where such cancellation or termination would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.

(u)

Finders or Brokers. Except for Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc., neither Eaton nor any of its Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who might be entitled to any fee or any commission in connection with or upon consummation of the Acquisition or the Merger.

(v)

Financing. At the date of the Effective Time, Holdco will have sufficient cash, available lines of credit or other sources of immediately available and cleared funds to enable Holdco to pay the aggregate Cash Consideration in full as well as to make all other required payments payable in connection with the transactions contemplated under this Agreement, including those payments required under the Xxxxxx Equity Award Holder Proposal.

(w)

No Other Representations. Except for the representations and warranties contained in this Clause 6.2 or in any certificates delivered by Eaton in connection with the Completion pursuant to Condition 5(c), Xxxxxx acknowledges that neither Eaton nor any Representative of Eaton makes any other express or implied representation or warranty with respect to Eaton or with respect to any other information provided or made available to Xxxxxx in connection with the transactions contemplated hereby, including any information, documents, projections, forecasts or other material made available to Xxxxxx or to Xxxxxx’x Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement.

7.	ADDITIONAL AGREEMENTS

7.1

Investigation

(a)

Each of Xxxxxx and Eaton shall afford the other Party and such other Party’s Representatives reasonable access during normal business hours, throughout

the period from the release of the Rule 2.5 Announcement until the earlier of the Effective Time and the date, if any, on which the Agreement is terminated pursuant to Clause 9, to its and its Subsidiaries’ properties, employees, contracts, commitments, books and records, financial and operating data, any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws for purposes of integration planning. Notwithstanding the foregoing, neither Xxxxxx nor Eaton shall be required to afford such access if it would unreasonably disrupt the operations of such Party or any of its Subsidiaries, would cause a violation of any agreement to which such Party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such Party or any of its Subsidiaries or would constitute a violation of any applicable Law (provided that the withholding Party shall use its reasonable endeavours to cause such information to be provided in a manner that would not result in such violation or loss of privilege). If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld.

(b)

The Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement.

7.2

Consents and Regulatory Approvals

(a)

The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.

(b)

Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.

(c)

Subject to the terms and conditions hereof, Xxxxxx, Xxxxx and each Eaton Merger Party shall use all reasonable endeavours to:

(i)

take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicable;

(ii)

as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);

(iii)

as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition),

including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and

(iv)

as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement.

(d)

Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.

(e)

Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry

concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.

(f)

Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.

(g)

In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).

(h)

In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).

7.3

Directors’ and Officers’ Indemnification and Insurance

(a)

Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Xxxxxx or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Xxxxxx or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Xxxxxx and its Subsidiaries or in any agreement to which Xxxxxx or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Xxxxxx or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Xxxxxx and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time.

(b)

Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Xxxxx or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Xxxxx or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Merger Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Xxxxx and its Subsidiaries or in any agreement to which Xxxxx or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Merger Effective Time were directors, officers or employees of Xxxxx or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in

the event any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(b) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Xxxxx and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time.

(c)

At and after the Effective Time, each of Holdco and Xxxxxx shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Xxxxxx or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxxx or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Xxxxxx Indemnified Party” and, collectively, the “Xxxxxx Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Xxxxxx Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or employee of Xxxxxx or any of its Subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxxx or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement).

(d)

At and after the Merger Effective Time, each of Holdco and Xxxxx shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Xxxxx or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxx or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Xxxxx Indemnified Party” and, collectively, the “Xxxxx Indemnified Parties” and, collectively with the Xxxxxx Indemnified Parties, the “Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Xxxxx Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Merger Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or

employee of Xxxxx or any of its Subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxx or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement).

(e)

For a period of six years from the Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Xxxxxx and its Subsidiaries with respect to matters arising on or before the Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Xxxxxx may purchase at its option prior to the Effective Time, and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by Xxxxxx) under Xxxxxx’x existing directors’ and officers’ insurance policy that covers those persons who are currently covered by Xxxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof for actions and omissions occurring at or prior to the Effective Time, is from a carrier with comparable credit ratings to Xxxxxx’x existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favourable to the insured than those of Xxxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof; provided, however, that, after the Effective Time, Holdco shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by Xxxxxx prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount.

(f)

For a period of six years from the Merger Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Xxxxx and its Subsidiaries with respect to matters arising on or before the Merger Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Xxxxx may purchase at its option prior to the Merger Effective Time, and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by Xxxxx) under Xxxxx’x existing directors’ and officers’ insurance policy that covers those persons who are currently covered by Xxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof for actions and omissions occurring at or prior to the Merger Effective Time, is from a carrier with comparable credit ratings to Xxxxx’x existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favourable to the insured than those of Xxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof; provided, however, that, after the Merger Effective Time, Holdco shall not be

required to pay annual premiums in excess of 300% of the last annual premium paid by Xxxxx prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount.

(g)

The rights of each Indemnified Party under this Clause 7.3 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organisational Documents of Xxxxxx or any of its Subsidiaries or the Organisational Documents of Xxxxx or any of its Subsidiaries, as applicable, any agreement, any insurance policy, the Act (or any other applicable Law) or otherwise. The provisions of this Clause 7.3 shall survive the consummation of the Acquisition and the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Parties shall be third party beneficiaries of this Clause 7.3 and shall be entitled to enforce the covenants contained in this Clause 7.3). Holdco shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Clause 7.3.

(h)

In the event Holdco or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys more than 50% of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Holdco assume the obligations set forth in this Clause 7.3.

7.4

Employment and Benefit Matters

(a)

For a period of one year following the Effective Time, Holdco shall provide, or shall cause to be provided, to each Xxxxxx Employee (i) base compensation and target annual cash bonus (as a percentage of base compensation) that, in each case, is no less favourable than was provided to such Xxxxxx Employee immediately before the Effective Time, and (ii) other compensation opportunities and benefits (excluding severance benefits) that are substantially comparable, in the aggregate, either (A) to those generally made available to similarly situated Xxxxx employees under Holdco’s and Xxxxx’x compensation and benefit plans and programs, or (B) to those provided to such Xxxxxx Employee immediately prior to the Effective Time, as determined by Holdco in its reasonable discretion. Further, and notwithstanding any other provision of this Agreement to the contrary, Holdco shall provide any Xxxxxx Employee whose employment terminates during the one-year period following the Effective Time with severance benefits that are no less favourable than the severance benefits to which such Xxxxxx Employee would have been entitled under the applicable Xxxxxx Benefit Plan as of immediately prior to the Effective Time and during such one-year period following the Effective Time severance benefits shall be determined without taking into account any reductions after the Effective Time in base compensation or target annual cash bonus (as a percentage of base compensation). Notwithstanding any other provision of this Agreement, Holdco shall observe the provisions and obligations of any extant collective bargaining agreements, and applicable Law pertaining thereto, that govern the employment of any Xxxxxx Employees.

(b)

For purposes of vesting, eligibility to participate and level of benefits under the employee benefit plans of Holdco and Xxxxx providing benefits to any Xxxxxx Employees after the Effective Time (the “New Plans”), each Xxxxxx Employee shall be credited with his or her years of service with the Xxxxxx Group and its predecessors before the Effective Time, to the same extent as such Xxxxxx Employee was entitled, before the Effective Time, to credit for such service under any similar Xxxxxx Benefit Plan in which such Xxxxxx Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (A) each Xxxxxx Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Xxxxxx Benefit Plan in which such Xxxxxx Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Xxxxxx Employee, Holdco shall use reasonable endeavours to cause (1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents (but, with respect to Xxxxx’x long-term disability plans, only to the extent such pre-existing conditions are waived for Xxxxx employees), unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; provided, however, that if, as of the Effective Time, a Xxxxxx Employee is on long-term disability under a Xxxxxx long-term disability plan and the Xxxxx long-term disability plan would not cover such long-term disability, Holdco and Xxxxx shall maintain the Xxxxxx long-term disability plan with respect to such individual, and (2) any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(c)

Holdco and Xxxxx hereby acknowledges that a “change of control” (or similar phrase) within the meaning of those Xxxxxx Benefit Plans set forth in Section 7.4(c) of the Xxxxxx Disclosure Schedule will occur at or prior to the Effective Time, as applicable.

(d)

Xxxxx will cooperate with Xxxxxx in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Xxxxxx or any Subsidiary of Xxxxxx in accordance with all applicable Laws and bargaining agreements, if any.

(e)

Without limiting the provisions of Section 7.4(a) hereof:

(i)

In the event that the Effective Time has not occurred by December 31, 2012, Xxxxxx shall have the right to pay, on or after January 1, 2013 and prior to the Effective Time, to each employee of the Xxxxxx Group who participates in an annual bonus or incentive plan in respect of calendar year 2012 (each, a “2012 Bonus Plan Participant”), an annual cash bonus in respect of fiscal year 2012 (collectively the “2012 Bonuses”) based on actual performance (subject to reduction based on the recommendation of the Chief Executive Officer of Xxxxxx as of the date of this Agreement or his designee).

(ii)

In the event that the Effective Time occurs prior to such time as Xxxxxx has paid 2012 Bonuses, Holdco shall pay, on or prior to March 15, 2013, the 2012 Bonuses based on actual performance as of December 31, 2012 (or, if not practicable, based on actual performance as of the Effective Time extrapolated through December 31, 2012) to each 2012 Bonus Plan Participant who is employed by the Xxxxxx Group on the earlier of December 31, 2012 and the Effective Time and whose employment has not been terminated for cause prior to the payment date.

(f)

As of the Effective Time, Xxxxx hereby expressly assumes the MCAs set forth in Section 6.1(i)(v) of the Xxxxxx Disclosure Schedule.

(g)

Nothing in this Agreement shall confer upon any Xxxxxx Employee any right to continue in the employ or service of Xxxxx or any Affiliate of Xxxxx, or shall interfere with or restrict in any way the rights of Xxxxx or any affiliate of Xxxxx, which rights are hereby expressly reserved, to discharge or terminate the services of any Xxxxxx Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.4 shall (x) be deemed or construed to be an amendment or other modification of any Xxxxxx Benefit Plan or employee benefit plan of Xxxxx, or (y) create any third party rights in any current or former service provider of Xxxxx, Xxxxxx or any of their respective affiliates (or any beneficiaries or dependents thereof).

7.5

Stock Exchange Listing

Holdco and Xxxxx shall use all reasonable endeavours to cause (i) the Holdco Shares to be delivered pursuant to the Merger and (ii) all of the Share Consideration to be issued in the Acquisition to be approved for listing on the NYSE, subject only to official notice of issuance, prior to the Completion Date.

7.6

Holdco Board of Directors

Xxxxx and the Xxxxx Board and Holdco and the Holdco Board shall take all actions necessary so that, as of the Effective Time, the number of directors that comprise the full Holdco Board shall be twelve, and such board of directors shall upon the Effective Time consist of (i) the members of the Xxxxx Board as of immediately prior to the Effective Time and (ii) two individuals, who shall be members of the Xxxxxx Board as of the date of this Agreement, to be selected by the Governance Committee of the Xxxxx Board pursuant to the director nomination process set forth in Xxxxx’x proxy statement on Schedule 14A filed with the SEC on March 16, 2012. In the event that, prior to the Effective Time, any designee of Xxxxxx to the Holdco Board is

unable to serve on such board of directors, a replacement shall be similarly selected by the Governance Committee of the Xxxxx Board from the existing members of the Xxxxxx Board as designated by Xxxxxx.

7.7

Rule 16b-3 Actions

Prior to the Effective Time, Holdco, Xxxxxx and Xxxxx shall take all such steps as may be required to cause (a) any dispositions of Xxxxxx Shares or Xxxxx Shares (including derivative securities with respect to Xxxxxx Shares or Xxxxx Shares) resulting from the Acquisition or the Merger and the other transactions contemplated by this Agreement by each individual who will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Xxxxxx or Xxxxx immediately prior to the Effective Time to be exempt under Rule 16b3 promulgated under the Exchange Act and (b) any acquisitions of Holdco Shares, Xxxxx Shares or Xxxxxx Shares (including derivative securities with respect to Holdco Shares, Xxxxx Shares or Xxxxxx Shares) resulting from the Acquisition or the Merger and the other transactions contemplated by this Agreement, by each individual who may become or is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Holdco to be exempt under Rule 16b-3 promulgated under the Exchange Act.

7.8

Financing Cooperation

(a)

Prior to the Completion Date, Xxxxxx shall provide to Xxxxx, and shall cause its Subsidiaries to, and shall use all reasonable endeavours to cause the respective officers, employees and advisors and other Representatives, including legal and accounting, of Xxxxxx and its Subsidiaries to, provide to Xxxxx and its Subsidiaries such cooperation as may be reasonably requested by Xxxxx in connection with the syndication and consummation of the Financing (provided that such requested cooperation does not unreasonably interfere with the business or operations of Xxxxxx and its Subsidiaries), including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required or necessary in connection with the Financing, (iii) furnishing Xxxxx as promptly as reasonably practicable with financial and other pertinent information regarding Xxxxxx and its Subsidiaries as may be reasonably requested by Xxxxx to consummate the Financing, including all financial statements and financial and other data in respect of Xxxxxx and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act if the Financing were registered on Form S-1 under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, provided, that Xxxxx acknowledges that no audits other than those set forth in the Scheme Document, the Joint Proxy Statement or the Form S-4 are required), (iv) providing such documents and other information relating to Xxxxxx and its Subsidiaries as may be reasonably required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating to the Financing, (v) using all reasonable endeavours to obtain the consents of Xxxxxx’x accountants for use of their reports on the audited financial statements of Xxxxxx in any materials relating to the Financing, (vi) using reasonable endeavours to obtain Xxxxxx’x accountant’s comfort letters

reasonably requested by Xxxxx, (vii) reasonably cooperating with requests for due diligence to the extent customary and reasonable, (viii) using reasonable endeavours to ensure that the Financing benefits from the existing lender relationships of Xxxxxx and its Subsidiaries and (ix) providing such documentation and other information about Xxxxxx and its Subsidiaries as is reasonably requested in writing by Xxxxx reasonably in advance of the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT ACT; provided that none of Xxxxxx or any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other cost or expense in connection with the Financing (other than fees and expenses of its accountants and attorneys that are promptly reimbursed by Xxxxx under Clause 7.8(b)); and provided, further, that (A) none of Xxxxxx nor any of its Subsidiaries shall be required to incur any liability (other than the fees and expenses of its accountants and attorneys that are promptly reimbursed by Xxxxx under Clause 7.8(b)) in connection with the Financing prior to the Completion Date, (B) the Xxxxxx Board and officers of Xxxxxx prior to the Completion Date and the directors and officers of the Subsidiaries of Xxxxxx prior to Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, (C) none of Xxxxxx nor any of its Subsidiaries shall be required to execute, prior to the Completion Date, any definitive financing agreements, including any credit or other agreements in connection with the Financing, and (D) except as expressly provided above, none of Xxxxxx nor any of its Subsidiaries shall be required to take any corporate actions prior to the Completion Date to permit the consummation of the Financing.

(b)

Xxxxx shall, promptly upon request by Xxxxxx, reimburse Xxxxxx for all reasonable documented out-of-pocket costs and expenses incurred by Xxxxxx or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless Xxxxxx, its Subsidiaries and their respective Representatives (including the Xxxxxx Board and officers of Xxxxxx or any of its Subsidiaries prior to the Completion Date) from and against any and all liabilities, losses, damages, claims, expenses, interest, judgments and penalties suffered or incurred by them in connection with the syndication or consummation of the Financing, any information utilised in connection therewith (other than information provided by Xxxxxx or its Subsidiaries in accordance with the terms hereof) and any action taken by them at the request of Xxxxx or its Representatives.

7.9

Dividends

After the date of this Agreement, each of Xxxxx and Xxxxxx shall coordinate with the other the payment of dividends with respect to Xxxxx Shares and Xxxxxx Shares and the record dates and payment dates relating thereto, it being the intention of the Parties that holders of Xxxxx Shares and Xxxxxx Shares shall not receive two dividends, or fail to receive one dividend, for any single calendar quarter with respect to their Xxxxx Shares and Xxxxxx Shares or any Holdco Shares that any such holder receives in connection with the Acquisition or the Merger.

7.10

Creation of Distributable Reserves

(a)

Unless Xxxxx and Xxxxxx otherwise agree, (i) Xxxxx shall use all reasonable endeavours to submit to the vote of the Xxxxx Shareholders at the Xxxxx Shareholders Meeting a resolution (the “Xxxxx Distributable Reserves Resolution”) to approve the reduction of the share premium of Holdco to allow the creation of distributable reserves of Holdco (the “Holdco Distributable Reserves Creation”) and (ii) Xxxxxx shall use all reasonable endeavours to submit to the vote of the Xxxxxx Shareholders at the EGM a resolution to approve the reduction of share premium of Holdco to allow the Holdco Distributable Reserves Creation (the “Xxxxxx Distributable Reserves Resolution”).

(b)

The Parties agree that none of the approval of the Xxxxx Distributable Reserves Resolution, the approval of the Xxxxxx Distributable Reserves Resolution or the implementation of the Holdco Distributable Reserves Creation shall be a condition to the Parties’ obligation to effect the Acquisition or the Merger.

(c)

Subject to approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Xxxxx Distributable Reserves Resolution by the Xxxxx Shareholders, Xxxxx and Holdco shall:

(i)

prior to Completion, procure the passing of a resolution of the shareholders of Holdco providing for the reduction of share capital of Holdco in order to allow an application to be made under section 72 of the Act to the High Court to allow for the Holdco Distributable Reserves Creation; and

(ii)

as promptly as reasonably practicable following Completion, prepare and file an application to the High Court for an order pursuant to the Act approving the Holdco Distributable Reserves Creation.

7.11

Certain Holdco Shareholder Resolutions

Prior to Completion, Xxxxx and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for:

(a)

the reregistration of Holdco as a public limited company;

(b)

the acquisition of ordinary shares of Holdco denominated in euro; and

(c)

the purchase of its own shares and reissue of treasury shares.

7.12

Holdco’s Obligations

Xxxxx agrees that it will (i) cause Holdco to perform its obligations under this Agreement in accordance with the terms hereof and (ii) be responsible for any liability of Holdco under this Agreement.

7.13

Transaction Litigation

Subject to any fiduciary duties of the board of directors of Xxxxxx or any of its Subsidiaries, Xxxxxx shall consult and cooperate with Xxxxx in Xxxxxx’x defence or settlement of any shareholder litigation (other than any litigation or settlement where the interests of Xxxxxx or any of its Affiliates are adverse to those of Xxxxx, any Xxxxx Merger Party or any of their respective Affiliates) against Xxxxxx or its directors or executive officers relating to the transactions contemplated by this Agreement or the Expenses Reimbursement Agreement.

8.	COMPLETION OF ACQUISITION AND MERGER

8.1

Completion

(a)

Completion Date:

(i)

Completion shall take place at 9:00 a.m., New York City time, on a date to be agreed by the Parties, being not more than 3 Business Days (or such shorter period of time as remains before 11:59 p.m., New York City time, on the End Date) after the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of all of the Conditions (“Completion Date”) with the exception of Condition 2(d) (delivery and registration of the Court Order and a copy of the minute required by Section 75 of the Act) (but subject to the satisfaction of such Condition).

(ii)

Completion shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

(b)

On or prior to Completion:

(i)

Xxxxxx shall procure that a meeting of the Xxxxxx Board (or a duly authorised committee thereof) is held at which resolutions are passed (conditional on registration of the Court Order with the Registrar of Companies occurring and effective as of the Effective Time) approving:

(A)

the allotment and issue to Holdco (and/or its nominees) in accordance with the Scheme of the number of new shares in the capital of Xxxxxx provided for in the Scheme;

(B)

the removal of the directors of Xxxxxx as Holdco shall determine; and

(C)

the appointment of such persons as Holdco may nominate as the directors of Xxxxxx.

(ii)

Eaton shall procure the consummation of the steps set out in paragraphs 1 through 6 set forth on Exhibit
8.1(b)(ii) in accordance therewith.

(c)

On Completion:

(i)

Holdco shall, in respect of each Xxxxxx Share subject to the Scheme (together with the preferred share purchase rights granted pursuant to the Xxxxxx Rights Agreement, if any):

(A)

pay $39.15 in cash (the “Cash Consideration”) to the applicable Xxxxxx Shareholder; and

(B)

issue 0.77479 (the “Exchange Ratio”) of a Holdco Share (“the “Share Consideration” and, together with the Cash

Consideration and any cash in lieu of Fractional Entitlements due a holder, the “Scheme Consideration”) to the applicable Xxxxxx Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of Holdco Shares (the “Fractional Entitlements”) shall be issued by Holdco to the Cooper Shareholders under this Clause 8.1(c)(i)(B), and all Fractional Entitlements shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Cooper Shareholders;

in each case, in accordance with the Scheme; and

(ii)

Cooper shall deliver to Holdco:

(A)

a certified copy of the resolutions referred to in Clause 8.1(b)(i);

(B)

letters of resignation from the directors that are removed from Cooper in accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Cooper or the Cooper Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the removal); and

(C)

share certificates in respect of the aggregate number of shares in the capital of Cooper to be issued to Holdco (and/or its nominees) in accordance with the Scheme.

(iii)

Cooper shall cause an office copy of the Court Order and a copy of the minute required by Section 75 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the reduction of share capital involved in the Scheme.

(iv)

Eaton and Holdco shall cause the Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form as the Parties, acting reasonably, mutually agree (including passing appropriate resolutions for this purpose).

(d)

Exchange of Cooper Shares

(i)

Exchange Agent. On or immediately after the Completion, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Cooper Shareholders, (i) evidence of shares in book entry form representing the aggregate Share Consideration and (ii) cash in an amount equal to the aggregate amount of Cash Consideration. All shares and cash deposited with the Exchange Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Cooper Exchange Fund”.

(ii)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, and in any event within four (4) Business Days after the Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record of a Cooper Share, entitled at the Effective Time to a right to receive the Scheme Consideration pursuant to Clause 8.1(c)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Cooper Shares shall pass, only upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Cooper Shares in exchange for payment of the Scheme Consideration therefor. Upon surrender of Cooper Shares, which at the Effective Time were cancelled and converted into the right to receive the Scheme Consideration, to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Cooper Shares shall be entitled to receive in exchange therefor: (a) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Clause 8.1(d)(v)) equal to the aggregate Cash Consideration payable to such holder in respect thereof pursuant to Clause 8.1(c)(i)(A) and the amount of any cash payable in lieu of any Fractional Entitlements that such holder has the right to receive pursuant to Clause 8.1(c)(i)(B) and (b) that number of Holdco Shares into which such holder’s properly surrendered Cooper Shares were converted pursuant to Clause 8.2(c)(i)(B). No interest shall be paid or shall accrue for the benefit of holders of the Cooper Shares on the Scheme Consideration payable in respect of the Cooper Shares.

(iii)

Termination of Cooper Exchange Fund. Any portion of the Cooper Exchange Fund which has not been transferred to the holders of Cooper Shares as of the one-year anniversary of the Effective Time shall be delivered to Holdco or its designee, upon demand, and the Holdco Shares included therein shall be sold at the best price reasonably obtainable at the time. Any holder of Cooper Shares who has not complied with this Clause 8.1(d) prior to the one-year anniversary of the Effective Time shall thereafter look only to Holdco for payment of such holder’s claim for the Scheme Consideration (subject to abandoned property, escheat or other similar applicable Laws).

(iv)

No Liability. None of the Eaton Merger Parties, Eaton or Cooper or the Exchange Agent or any of their respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of any Scheme Consideration (or dividends or distributions with respect thereto) from the Cooper Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(v)

Withholding. Holdco and the Exchange Agent shall be entitled to deduct and withhold from any amount payable pursuant to this

Agreement to any Person who was a holder of a Cooper Share subject to the Scheme such amounts as Holdco or the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or non-U.S. Tax law. To the extent that amounts are so withheld by Holdco or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person to whom such consideration would otherwise have been paid.

8.2

Merger

(a)

Completion of Merger. The Merger shall be conditioned only upon the concurrent consummation and implementation of the Scheme and the Acquisition. On Completion, and in accordance with the OGCL, MergerSub shall be merged with and into Eaton at the Merger Effective Time (as defined in Clause 8.2(b)). Following the Merger, the separate corporate existence of MergerSub shall cease and Eaton shall continue as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a direct, wholly owned subsidiary of EHC and an indirect, wholly owned subsidiary of Holdco.

(b)

Merger Effective Time. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the OGCL shall be duly executed by Eaton and MergerSub and as soon as practicable following the Completion shall be filed on the Completion Date with the Secretary of State of the State of Ohio (the “Certificate of Merger”). The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Ohio or at such later time as may be designated jointly by Eaton and Cooper and specified in such Certificate of Merger; provided that the Merger shall become effective substantially concurrently with the effectiveness of the Scheme, to the extent possible (the time the Merger becomes effective being the “Merger Effective Time”).

(c)

Effects of the Merger. At and after the Merger Effective Time, the Merger will have the effects set forth in the Certificate of Merger and the OGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, the separate corporate existence of MergerSub shall cease and all the property, rights, privileges, powers and franchises of Eaton and MergerSub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of Eaton and MergerSub shall become the debts, liabilities and duties of the Surviving Corporation.

(d)

Governing Documents. The Articles of Incorporation and Regulations of the Surviving Corporation shall be amended as of the Merger Effective Time so as to read in their entirety as the Articles of Incorporation and Regulations of MergerSub as in effect immediately prior to the Merger Effective Time, except for the incorporator and except that the Surviving Corporation shall retain Eaton’s name.

(e)

Officers and Directors. From and after the Merger Effective Time, the officers of Eaton immediately before the Merger Effective Time shall be the officers of the Surviving Corporation immediately after the Merger Effective Time.

(f)

Effect on Capital Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of the Parties or any of their respective shareholders:

(i)

Conversion of Eaton Common Stock. Each Eaton Share issued and outstanding immediately prior to the Merger Effective Time, and all rights in respect thereof, shall be cancelled and automatically converted into and become the right to receive one Holdco Share (the “Merger Consideration”) from EHC or MergerSub, as applicable. As a result of the Merger, at the Merger Effective Time, each holder of record of a certificate or certificates which immediately prior to the Merger Effective Time represented outstanding Eaton Shares (the “Eaton Certificates”) and each holder of record of a non-certificated outstanding Eaton Share represented by book entry (“Eaton Book Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the consideration payable in respect of the Eaton Shares represented by such Eaton Certificate or Eaton Book Entry Share (as applicable) immediately prior to the Merger Effective Time to be issued in accordance with Clause 8.2(g).

(ii)

MergerSub Capital Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of the Parties or any of their respective shareholders, each share of common stock of MergerSub issued and outstanding immediately prior to the Merger Effective Time, and all rights in respect thereof, shall forthwith be cancelled and cease to exist and be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Corporation and which shall be held by EHC.

(iii)

Cancellation of Holdco Shares. Each Holdco Subscriber Share in existence immediately prior to the Merger Effective Time shall immediately following the Effective Time be acquired by Holdco for nil consideration under the Companies (Amendment) Act 1983.

(iv)

Eaton-Owned Shares. Each Eaton Share held by Eaton as treasury stock or owned by Eaton immediately prior to the Merger Effective Time, shall be cancelled without any conversion thereof, and no consideration shall be paid with respect thereto.

(g)

Exchange of Certificates and Book Entry Shares.

(i)

Exchange Agent. At the Merger Effective Time, EHC and MergerSub shall deposit with the Exchange Agent, certificates or, at Holdco’s option, evidence of shares in book entry form, representing all of the Holdco Shares in issue immediately prior to the Merger Effective Time (other than the Holdco Subscriber Shares). All certificates representing Holdco Shares deposited with the Exchange Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Eaton Exchange Fund”.

(ii)

Exchange Procedures. As soon as reasonably practicable after the Merger Effective Time, and in any event within four (4) Business Days after the Merger Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record of an Eaton Certificate and to each holder of record of an Eaton Book Entry Share, which at the Merger Effective Time were converted into the right to receive the Merger Consideration pursuant to Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Eaton Certificates shall pass, only upon delivery of the Eaton Certificates to the Exchange Agent or, in the case of Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange for payment of the Merger Consideration therefor. Upon surrender of Eaton Certificates or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor: (a) that number of Holdco Shares into which such holder’s Eaton Shares represented by such holder’s properly surrendered Eaton Certificates or Eaton Book Entry Shares (as applicable) were converted pursuant to Clause 8.2(f)(i), and the Eaton Certificates or Eaton Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled, and (b) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Clause 8.2(g)(ix)) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Clause 8.2(g)(iv). No interest shall be paid or shall accrue for the benefit of holders of the Eaton Certificates or Eaton Book Entry Shares on the Merger Consideration payable in respect of the Eaton Certificates or Eaton Book Entry Shares.

(iii)

Transferred Certificates; Lost, Stolen or Destroyed Certificates. If payment or issuance of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Eaton Certificate is registered, it shall be a condition of payment or issuance that the Eaton Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or issuance shall have paid to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Merger Consideration to a person other than the registered holder of the Eaton Certificate surrendered or shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. In the event that any Eaton Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Eaton Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Eaton

Certificate the applicable Merger Consideration payable in respect of the Eaton Shares represented by the Eaton Certificate pursuant to this Clause 8.2.

(iv)

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Holdco Shares with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Eaton Certificate or Eaton Book Entry Shares (as applicable) with respect to the Eaton Shares represented thereby until such Eaton Certificate or Eaton Book Entry Shares (as applicable) has been surrendered in accordance with this Clause 8.2. Subject to applicable Law and the provisions of this Clause 8.2, following surrender of any such Eaton Certificate or Eaton Book Entry Shares (as applicable), there shall be paid to the record holder thereof by the Exchange Agent, without interest promptly after such surrender, (a) the number of Holdco Shares to which such record holder was entitled pursuant to this Clause 8.2, (b) at the time of surrender, the amount of dividends or other distributions with a record date on or after the date of the Merger Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (c) at the appropriate payment date, the dividends or other distributions payable with respect to those Holdco Shares with a record date on or after the date of the Merger Effective Time but with a payment date subsequent to surrender.

(v)

No Further Ownership Rights in Eaton Shares. Until surrendered as contemplated hereby, each Eaton Certificate or Eaton Book-Entry Share shall, after the Merger Effective Time, represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Clause 8.2, the issuance or payment of which shall be deemed to be the satisfaction in full of all rights pertaining to Eaton converted in the Merger. At the Merger Effective Time, the stock transfer books of Eaton shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Eaton Shares which were outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, Eaton Certificates or Eaton Book Entry Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Clause 8.2.

(vi)

Termination of Eaton Exchange Fund. Any portion of the Eaton Exchange Fund which has not been transferred to the holders of Eaton Certificates or Eaton Book Entry Shares (as applicable) as of the one-year anniversary of the Merger Effective Time shall be delivered to Holdco or its designee, upon demand, and the Holdco Shares included therein shall be sold at the best price reasonably obtainable at that time. Any holder of Eaton Certificates or Eaton Book Entry Shares (as applicable) who has not complied with this Clause 8.2 prior to the one-year anniversary of the Merger Effective Time shall thereafter look only to Holdco for payment of such holder’s claim for the Merger Consideration (subject to abandoned property, escheat or other similar applicable Laws).

(vii)

No Liability. None of the Eaton Merger Parties, Eaton or Cooper or the Exchange Agent or any of their respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of any Holdco Shares (or dividends or distributions with respect thereto) from the Eaton Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(viii)

Withholding. EHC, MergerSub and the Exchange Agent shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement to any Person who was a holder of Eaton Shares immediately prior to the Merger Effective Time such amounts as EHC, MergerSub or the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or non-U.S. Tax law. To the extent that amounts are so withheld by EHC, MergerSub or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person to whom such consideration would otherwise have been paid.

8.3

Eaton Share Awards

(a)

The Eaton Board or the appropriate committee thereof shall take all action necessary so that:

(i)

Each option or other right to acquire Eaton Shares granted under any Eaton Share Plan (an “Eaton Share Option”) that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, cease to represent an option or other right to acquire Eaton Shares and shall be converted, at the Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the Eaton Share Option (but taking into account any changes thereto provided for in the applicable Eaton Share Plan, in any applicable award agreement or in such option), that number of Holdco Shares equal to the number of Eaton Shares subject to such Eaton Share Option immediately prior to the Effective Time, at a price per share equal to the per share exercise price specified in such Eaton Share Option immediately prior to the Effective Time;

(ii)

Each issued and outstanding Eaton Share subject to vesting or other lapse restrictions pursuant to the Eaton Share Plans immediately prior to the Effective Time (a “Restricted Eaton Share”) shall, as of the Effective Time, cease to represent a right to acquire an Eaton Share and shall be converted into the right to receive a Holdco Share, subject to the same terms and conditions (including vesting and other lapse restrictions) as were applicable to the Restricted Eaton Share in respect of which it was issued; and

(iii)

Each stock-based award, other than an Eaton Share Option or Restricted Eaton Share (“Other Eaton Share-Based Awards”), granted under any Eaton Share Plan and outstanding immediately prior to the Effective Time shall, as of the Effective Time, cease to represent an award based on Eaton Shares and shall be converted into an award based on a number of Holdco Shares equal to the number of

Eaton Shares covered by such Other Eaton Share-Based Award, provided that such a converted stock-based right or award shall be subject to the same terms and conditions (including the vesting terms) as were applicable to such Other Eaton Share-Based Award in respect of which it was issued.

(b)

As soon as practicable after the Effective Time, Holdco shall deliver to the holders of Eaton Share Options, Restricted Eaton Shares and Other Eaton Share-Based Awards appropriate notices setting forth such holders’ rights pursuant to the Eaton Share Plans, and the agreements evidencing the grants of such Eaton Share Options, Restricted Eaton Shares and Other Eaton Share-Based Awards, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Clause 8.3 after giving effect to the Merger and the assumption by Holdco as set forth above).

(c)

Holdco shall take all corporate action necessary to reserve for issuance a sufficient number of Holdco Shares for delivery with respect to Eaton Share Options, Restricted Eaton Shares and Other Eaton Share-Based Awards assumed by it in accordance with this Clause 8.3. As of the Effective Time, if requested by Eaton prior to the Effective Time, Holdco shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the Holdco Shares subject to such Eaton equity awards and shall maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Eaton equity awards remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Holdco shall administer the Eaton Share Plans assumed pursuant to this Clause 8.3 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the applicable Eaton Share Plan complied with such rule prior to the Merger.

9.	TERMINATION

9.1

Termination

(a)

This Agreement may be terminated at any time prior to the Effective Time:

(i)

by either Cooper or Eaton if:

(A)

the Court Meeting or the EGM shall have been completed and the Court Meeting Resolution or the EGM Resolutions, as applicable, shall not have been approved by the requisite majorities; or

(B)

the Eaton Shareholders Meeting shall have been completed and the Eaton Shareholder Approval shall not have been obtained;

(ii)

by either Cooper or Eaton if the Effective Time shall not have occurred by 11:59 p.m., New York City time, on the End Date, provided that the right to terminate this Agreement pursuant to this Clause 9.1(a)(ii) shall not be available to a Party whose breach of any provision of this Agreement shall have caused the failure of the Effective Time to have occurred by such time;

(iii)

by either Cooper or Eaton if the High Court declines or refuses to sanction the Scheme, unless both Parties agree that the decision of the High Court shall be appealed;

(iv)

by either Cooper or Eaton if an injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition or the Merger and such injunction shall have become final and non-appealable, provided that the right to terminate this Agreement pursuant to this Clause 9.1(a)(iv) shall not be available to a Party whose breach of any provision of this Agreement shall have caused such injunction;

(v)

by Cooper, if any Eaton Party shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (1) would result in a failure of Conditions 1, 2, 3 or 5 and (2) is not reasonably capable of being cured by the date that is one year after the date of this Agreement, provided that, Cooper shall have given Eaton written notice, delivered at least 30 days prior to such termination, stating Cooper’s intention to terminate this Agreement pursuant to this Clause 9.1(a)(v) and the basis for such termination;

(vi)

by Eaton, if Cooper shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (1) would result in a failure of a Condition set forth in Conditions 1, 2, 3 or 4 and (2) is not reasonably capable of being cured by the date that is one year after the date of this Agreement, provided that, Eaton shall have given Cooper written notice, delivered at least 30 days prior to such termination, stating Eaton’s intention to terminate this Agreement pursuant to this Clause 9.1(a)(vi) and the basis for such termination;

(vii)

by Eaton, in the event that a Cooper Change of Recommendation shall have occurred;

(viii)

by Cooper, in the event that an Eaton Change of Recommendation shall have occurred;

(ix)

by Cooper, pursuant to Clause 5.3(i)(i);

(x)

by mutual written consent of Cooper and Eaton.

(b)

Termination of this Agreement in accordance with Clause 9.1(a) shall not give rise to any liability of the Parties except as provided in the Expenses Reimbursement Agreement. Clause 10 (other than Clauses 10.1 and 10.11) of this Agreement shall survive, and continue in full force and effect, notwithstanding its termination.

(c)

Upon:

(i)

Eaton becoming entitled to an Eaton Reimbursement Payment, Cooper shall have no further liability in connection with the termination of this Agreement (for the avoidance of doubt, other than the obligation to pay Eaton Reimbursement Payments pursuant to the Expenses Reimbursement Agreement), whether under the Expenses Reimbursement Agreement or this Agreement or otherwise, to Eaton or its shareholders; or

(ii)

Cooper becoming entitled to the Reverse Termination Payment, Eaton and the Financing Sources in their capacities as such shall have no further liability in connection with the termination of this Agreement (for the avoidance of doubt, other than the obligation to pay the Reverse Termination Payment), whether under the Expenses Reimbursement Agreement or this Agreement or otherwise, to Cooper or its shareholders (it being expressly agreed that the Financing Sources in their capacities as such shall be third party beneficiaries of this Clause 9.1(c)(ii) and shall be entitled to the protections of the provisions contained in this Clause 9.1(c)(ii) as if they were a party to this Agreement);

provided, however, that nothing herein shall release any Party from liability for intentional breach, for fraud or as provided for in the Confidentiality Agreement.

(d)

For the avoidance of doubt, termination of this Agreement shall be without prejudice to the provisions of the Expenses Reimbursement Agreement.

9.2

Certain Effects of Termination

If this Agreement is terminated by Cooper pursuant to Clause 9.1(a)(viii) (unless the Eaton Change of Recommendation giving rise to Cooper’s termination right was in response to an Intervening Event that constitutes a Cooper Material Adverse Effect) (such a termination, a “Specified Termination”) or by Cooper or Eaton pursuant to Clause 9.1(a)(i)(B) at a time when Cooper has the right to effect a Specified Termination, then Eaton shall pay to Cooper $300,000,000 (the “Reverse Termination Payment”) in cleared, immediately available funds as promptly as possible (but in any event within three Business Days) thereafter.

10.	GENERAL

10.1

Announcements

Subject to the requirements of applicable Law, the Takeover Rules, a court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel), the Parties shall consult together as to the terms of, the timing of and the manner of publication of any formal public announcement which either Party may make primarily regarding the Acquisition, the Scheme, the Merger or this Agreement. Eaton and Cooper shall give each other a reasonable opportunity to review and comment upon any such public announcement and shall not issue any such public announcement prior to such consultation, except as may be required by applicable Law, the Takeover Rules, a court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel). The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form of the Rule 2.5

Announcement. For the avoidance of doubt, the provisions of this Clause 10.1 do not apply to any announcement, document or publication in connection with a Cooper Alternative Proposal or Cooper Superior Proposal or a change in the Scheme Recommendation or any amendment to the terms of the Scheme proposed by Eaton that would effect an increase in the Scheme Consideration whether before or after a withdrawal or adverse modification of the Scheme Recommendation.

10.2

Notices

(a)

Any notice or other document to be served under this Agreement may be delivered by overnight delivery service (with proof of service) or hand delivery, or sent by facsimile process, to the Party to be served as follows:

(i)

if to Eaton, to:

Eaton Corporation

1111 Superior Avenue

Cleveland, Ohio 44114

Fax: +1 216 479-7103

Attention: The Office of the Secretary

with copy to:

A&L Goodbody

1 North Wall Quay

International Financial Services Centre

Dublin 1

Fax: +353 (0)1 649 2649

Attention: John Given

Cian McCourt

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Fax: +1 (212) 455-2502

Attention: Charles I. Cogut

Mario A. Ponce

(ii)

if to Cooper, to:

Cooper Industries plc

c/o Cooper US, Inc.

600 Travis Suite 5600

Houston, Texas

Fax: (713) 209-8989

Attention: Senior Vice President, General Counsel and Chief Compliance Officer

with copy to:

Arthur Cox

Earlsfort Centre

Earlsfort Terrace, Dublin 2, Ireland

Fax: +353 (0)1 616 3901

Attention: Christopher P.J. McLaughlin

and

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York, 10019

Fax: +1 (212) 403-2000

Attention: Daniel A. Neff

Gregory E. Ostling

or such other postal address or fax number as it may have notified to the other Party in writing in accordance with the provisions of this Clause 10.2.

(b)

Any notice or document shall be deemed to have been served:

(i)

if delivered by overnight delivery or by hand, at the time of delivery; or

(ii)

if sent by fax, at the time of termination of the fax transmission (provided that any notice received by facsimile transmission at the addressee’s location on any day that is not a Business Day, or on any Business Day after 5:00 pm (addressee’s local time), shall be deemed to have been received at 9:00 am (addressee’s local time) on the next Business Day).

10.3

Assignment

Neither Party shall assign all or any part of the benefit of, or rights or benefits under, this Agreement without the prior written consent of the other Party, provided that Eaton may assign any or all of its rights and interests hereunder to one or more of its Subsidiaries, provided the prior consent in writing has been obtained from the Panel in respect of such assignment, but no such assignment shall relieve Eaton of its obligations hereunder.

10.4

Counterparts

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other Party (by hand delivery, facsimile process, e-mail or otherwise).

10.5

Amendment

No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties, except that following approval by the Cooper Shareholders or the Eaton Shareholders there shall be no amendment to the provisions hereof which by Law requires further approval by the Cooper Shareholders or the Eaton Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law.

10.6

Entire Agreement

This Agreement, together with the Confidentiality Agreement, the Expenses Reimbursement Agreement and any documents delivered by Eaton and Cooper in connection herewith, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between Eaton and Cooper with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall survive the execution and delivery of this Agreement.

10.7

Inadequacy of Damages

Each Party agrees that damages would not be an adequate remedy for any breach by it of this Agreement and accordingly each Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.

10.8

Remedies and Waivers

No delay or omission by either Party to this Agreement in exercising any right, power or remedy provided by Law or under this Agreement shall:

(a)

affect that right, power or remedy; or

(b)

operate as a waiver of it.

The exercise or partial exercise of any right, power or remedy provided by Law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

10.9

Severability

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, that shall not affect or impair:

(a)

The legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)

The legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this Agreement.

10.10 No

Partnership and No Agency

(a)

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between any of the Parties.

(b)

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party to this Agreement.

10.11 Further

Assurance

Without limitation to the provisions of this Agreement, the Parties will, and will procure that each member of their respective Groups will, issue, execute or despatch such documentation in a timely fashion or take other actions as is necessary or desirable to facilitate the implementation of the Acquisition or the Merger or carry out the purposes of this Agreement.

10.12 Costs

and Expenses

Save for:

(a)

the Panel’s document review fees (which shall be borne and discharged by Eaton), and

(b)

the costs of, and associated with, the filing, printing, publication and posting of the Joint Proxy Statement and the Form S-4 and any other materials required to be posted to Cooper Shareholders or Eaton Shareholders pursuant SEC rules or the Takeover Rules, and the filing fees incurred in connection with notifications with any Relevant Authorities under any Antitrust Laws (which shall be borne and discharged by Eaton; provided, that if Completion has not occurred on or prior to December 31, 2012, Cooper shall on Eaton’s written request pay Eaton an amount equal to one half of such costs paid by Eaton);

each Party shall pay its own costs and expenses of and incidental to this Agreement, the Acquisition, the Merger and all other transactions contemplated hereby, except as otherwise provided in this Agreement.

10.13 Governing

Law and Jurisdiction

(a)

This Agreement shall be governed by, and construed in accordance with, the Laws of Ireland; provided, however, that the Merger and matters related thereto shall, to the extent required by the Laws of the State of Ohio, be governed by, and construed in accordance with, the Laws of the State of Ohio.

(b)

Each of the Parties irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement shall therefore be brought in the courts of Ireland.

(c)

Notwithstanding the foregoing, each of the Parties hereto acknowledges and irrevocably agrees (i) that any Action (whether at law, in equity, in contract, in tort or otherwise) arising out of, or in any way relating to, this Agreement, any of the transactions contemplated by this Agreement, the Financing or the performance of services thereunder or related thereto against any Financing Source in its capacity as such shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to

bring or support anyone else in bringing any such Action in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defence of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (v) that any such Action shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such state that would result in the application of the laws of any other state or jurisdiction (it being expressly agreed that the Financing Sources in their capacities as such shall be third party beneficiaries of this Clause 10.13(c) and shall be entitled to enforce the provisions contained in this Clause 10.13(c) as if they were a party to this Agreement).

(d)

Each Party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated by this Agreement, the Financing, or the performance of services thereunder or related thereto against any Financing Source in its capacity as such, including but not limited to any Action described in Clause 10.13(c)(i) in any such court described in Clause 10.13(c)(i) (it being expressly agreed that the Financing Sources in their capacities as such shall be third party beneficiaries of this Clause 10.13(d) and shall be entitled to enforce the provisions contained in this Clause 10.13(d) as if they were a party to this Agreement).

10.14 Third

Party Beneficiaries

Except:

(a)

as provided in Clause 7.3;

(b)

as provided in Clause 9.1(c)(ii);

(c)

as provided in Clause 10.13(c); and

(d)

as provided in Clause 10.13(d);

this Agreement is not intended to confer upon any person other than Cooper and the Eaton Parties any rights or remedies under or by reason of this Agreement.

10.15 Non

survival of Representations and Warranties

None of the representations and warranties in this Agreement shall survive the Effective Time or the termination of this Agreement.

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

GIVEN under the common seal

of COOPER INDUSTRIES PLC

/s/ Kirk S. Hachigian

Signature

Kirk S. Hachigian

Print Name

Title: Director

/s/ Terrance V. Helz

Signature

Terrance V. Helz

Print Name

Title: Secretary

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED for and on behalf of

EATON CORPORATION by its

authorised signatory:

/s/ Alexander M. Cutler

Signature

Alexander M. Cutler

Print Name

Title: Chairman & CEO

/s/ Thomas E. Moran

Signature

Thomas E. Moran

Print Name

Title: Senior Vice President & Secretary

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED for and on behalf of

TURLOCK CORPORATION by its

authorised signatory:

/s/ Thomas E. Moran

Signature

Thomas E. Moran

Print Name

Title: Secretary

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


SIGNED for and on behalf of
TURLOCK B.V. by its authorised signatory:

/s/ Mark M. McGuire
Signature

Mark M. McGuire
Print Name
Title: Director

/s/ N. Wolthuis		On behalf of Intertrust (Netherlands) B.V. Managing Director B:
Signature

N. Wolthuis
Print Name
Title: Proxy Holder

/s/ G.A. Somaroo
Signature

G.A. Somaroo
Print Name
Title: Proxy Holder

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


SIGNED and DELIVERED AS A
DEED by:

Thomas E. Moran
as duly authorised attorney of
ABEIRON LIMITED in the presence of:

/s/ Mary E. Huber				/s/ Thomas E. Moran
(Witness’ Signature)				Attorney Signature

Superior Ave, Cleveland OH USA				Thomas E. Moran
(Witness’ Address)				Print Name

Lawyer
(Witness’ Occupation)

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


SIGNED and DELIVERED AS A
DEED by:

Thomas E. Moran as duly authorised attorney of
COMDELL LIMITED in the presence of:

/s/ Mary E. Huber				/s/ Thomas E. Moran
(Witness’ Signature)				Attorney Signature

Superior Ave, Cleveland OH USA				Thomas E. Moran
(Witness’ Address)				Print Name

Lawyer
(Witness’ Occupation)

[Signature Page to Transaction Agreement]

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DATED MAY 21, 2012 COOPER INDUSTRIES PLC, EATON CORPORATION, ABEIRON LIMITED, COMDELL LIMITED, TURLOCK B.V., AND TURLOCK CORPORATION TRANSACTION AGREEMENT ARTHUR COX DUBLIN

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